As filed with the Securities and Exchange Commission on December 21, 1999,
Registration No. ______.
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMERICOM NETWORKS INTERNATIONAL, INC.
(Name of Small Business Issuer in its charter)
Florida [ ]
(State of Jurisdiction) (Primary Standard Industrial Classification Code Number)
13-4013027
(I.R.S. Employee Identification No.)
17 State Street, 5th Floor
New York, New York 10004
212-514-7334
(Address and telephone number of principal executive
offices and principal place of business)
Dominick Zappia, President
Americom Networks International, Inc.
17 State Street, 5th Floor
New York, New York 10004
(212) 514-7334
(Name, address and telephone number of agent for service)
Copies of all communications to:
Silverman, Collura & Chernis, P.C.
Gary W. Mair, Esq.
381 Park Avenue South, Suite 1601
New York, New York 10016
(212) 779-8600
Approximate date of proposed sale to the public: As soon as practicable
after the effective date of this registration Statement.
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of he earlier effective
registration statement for the same offering. [ ] ______________________________
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ] ------------------------------
If this form is a post-effective registration statement filed pursuant
to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] ______________________________
If delivery of the prospectus is expected to be made pursuant to Rule
434, check the following box. [ ]
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
Proposed Maximum
Proposed Maximum Aggregate Offering
Title of Class of Securities to be Amount to be Offering Price Per Price (1) Amount of
Registered(1) Registered Share(2) Registration Fee
====================================================================================================================================
====================================================================================================================================
Common Stock held by Selling Stockholders
<S> <C> <C> <C> <C>
171,227 $1.50 $256,840.50 $71.40
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Total 171,227 -- $256,840.50 $71.40
====================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457 of the Securities Act.
(2) Common stock price per share calculated in accordance with Rule 457(c) of
the Securities Act using the last sale price for the common stock on December
15, 1999.
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the commission, acting pursuant to said Section 8(a),
may determine.
ii
<PAGE>
The information in this preliminary prospectus is not complete and may be
changed. The securities may not be sold until the registration statement filed
with the Securities and Exchange Commission is effective. This preliminary
prospectus is not an offer to sell nor does it seek an offer to buy these
securities in any jurisdiction where the sale is not permitted.
SUBJECT TO COMPLETION, DATED DECEMBER 21, 1999
AMERICOM NETWORKS INTERNATIONAL, INC.
171,227 Shares of Common Stock
Our shares are currently listed on the Pink Sheet. We intend to list
our the common stock on the Over the Counter Bulletin Board.
This prospectus relates to the registration for resale of 171,227
shares of common stock held by certain selling stockholders identified in this
prospectus. We will not receive any proceeds from the sale of these shares.
-------------------------
Please see risks factors beginning on page 5 to read about certain
factors you should consider before buying shares of common stock.
-------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined that
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
Prospectus dated _______, 2000
iii
<PAGE>
[INSIDE FRONT COVER]
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
Prospectus Summary.................................................................................................................1
Risk Factors.......................................................................................................................4
We have incurred net losses since our inception and anticipate continuing losses................................................4
We have a short operating history upon which you can judge our prospects........................................................5
We have no independent directors, audit or compensation committee...............................................................5
Potential profit to be received by our management for the sale of their shares..................................................5
Our management may not devote their full time to our affairs....................................................................6
There may be a conflict of interest between us and our officers.................................................................6
The failure to acquire a successful business could impact our own success.......................................................5
Currently there are no negotiations by us regarding an acquisition or merger....................................................5
We may retain the use of business acquisition consultants or finders............................................................6
We are dependent on outside advisors to acquire a new business..................................................................7
There is no assurance that we will acquire a favorable business.................................................................6
No assurance of conventional financing for the business acquired or merged......................................................6
Our limited funds may make it difficult to find a profitable business to acquire................................................6
Limited marketing and manufacturing capabilities or experience..................................................................7
There is a possibility that we will issue additional shares to consummate a business reorganization.............................7
Limited voting rights of our Stockholders in an acquisition by us...............................................................7
We are subject to certain reporting of the securities and exchange act..........................................................8
We may suffer losses if we acquire a business through a leveraged buyout........................................................8
Governmental regulation.........................................................................................................8
We are dependent on the successful completion of this offering..................................................................8
We will not receive any proceeds and we may be unable to raise additional capital in
the future, which would adversely affect your investment...................................................................9
We may not be able to achieve profitability in the future.......................................................................9
You may not be able to sell your shares unless a public market develops for our securities......................................9
We may not be listed on the Over the Counter Bulletin Board.....................................................................9
We require substantial funds and may need to raise additional capital in the future.............................................9
We need to manage our growth effectively.......................................................................................10
The loss of the services of our chief executive officer, Dominick Zappia,
could hurt our chances for success.........................................................................................10
Our director has substantial control over us and investors in this offering may
have no effective voice in our management..................................................................................10
Shares eligible for public sale after this offering could adversely affect our stock price.....................................10
</TABLE>
iv
<PAGE>
<TABLE>
<CAPTION>
Page
<S> <C>
Dividend Policy...................................................................................................................11
Plan of Operation.................................................................................................................12
Management........................................................................................................................19
Executive Compensation............................................................................................................20
Principal Stockholders............................................................................................................21
Certain Transactions..............................................................................................................22
Description of Securities.........................................................................................................23
Selling Stockholders..............................................................................................................23
Shares Eligible for Future Sales..................................................................................................25
Legal Matters.....................................................................................................................26
Experts...........................................................................................................................26
</TABLE>
Certain persons participating in this offering may engage in transactions that
stabilize, maintain or otherwise affect the price of the common stock offered in
this prospectus. These actions include purchasing common stock to cover some or
all of a short position in the common stock maintained by a representative, and
the imposition of penalty bids. For a description of these activities, see
+Underwriting."
v
<PAGE>
PROSPECTUS SUMMARY
You should carefully read the entire prospectus, including the "Risk Factors"
section and the financial statements and the notes to the financial statements.
When we refer to "us" or "we," we are also referring to our predecessor
entities.
Americom Networks International, Inc.
We have engaged in limited business operations since our inception in
the area of developing telecommunications systems to market to high-value users
for their use or resale. Presently we are not engaged in any business operations
and have no material tangible assets or property. As a result, we intend to seek
out the acquisition of assets, property or a business that may be beneficial to
us or our stockholders. In considering whether to complete any such acquisition,
our board of directors shall make the final determination, and the approval of
stockholders will not be sought unless required by applicable law, the articles
of incorporation or our by laws or contract. We consider ourselves a development
stage company, currently seeking business opportunities believed to hold a
potential for profit. We have not identified a specific business area of
direction that we will follow; therefore, no principal operation has yet
commenced. We currently have no products and offer no services.
We were incorporated under the laws of the State of Florida on July 22,
1989. Our name at that time was Sea Green, Inc., which was formed for the
purpose of investment and ownership of shares of stock in various active
businesses. On June 3, 1998, we changed our name to Americom Networks Corp., and
on July 10, 1998, we changed our name to Americom Networks International, Inc.
Our principal offices are located at 17 State Street, 5th Floor, New York, New
York 10004, telephone (212) 514-7334, facsimile (212) 514-7335.
1
<PAGE>
The Offering
Shares of Common Stock
Outstanding Before the
Offering 4,946,228 shares of common stock
Securities Outstanding Upon 4,946,228 shares of common stock
Completion of this Offering issued and outstanding.
Risk Factors Our shares of common stock are highly
speculative, involve a high degree of risk
and could cause immediate and substantial
dilution. Our shares should not be purchased
by an investor who cannot afford the loss of
his or her entire investment.
Proposed OTC Electronic ANIW
Bulletin Board Symbol
2
<PAGE>
Summary Financial Data
The summary financial information presented below as of December 31,
1998, and for the year December 31, 1998, was derived from our audited financial
statements appearing elsewhere in this prospectus. The financial information for
the nine months ended, September 31, 1999, was derived from our unaudited
financial statements. In the opinion of management, the financial information
for the nine months ended, September 31, 1999, contain all adjustments,
consisting only of normal recurring accruals necessary for the fair presentation
of the results of operations and financial position for such period. You should
read this summary financial information in conjunction with our plan of
operation, financial statements and related notes to the financial statements,
each appearing elsewhere in this prospectus.
<TABLE>
<CAPTION>
Three Months Ended September Nine Months Ended September Year Ended
30, 1999 30, 1999 December 31, 1998
(unaudited) (unaudited)
<S> <C> <C> <C>
Net sales $ 3,500 $236,685 $ 2,415
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Net income (loss) (482,775) (1,185,990) (913,526)
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Net income (loss) per share
- ------------------------------------------------------------------------------------------------------------------------------------
(.08) (.40) (.28)
- ------------------------------------------------------------------------------------------------------------------------------------
Weighted average common and
common equivalent shares
outstanding
- ------------------------------------------------------------------------------------------------------------------------------------
5,356,228 5,326,843 3,245,417
- ------------------------------------------------------------------------------------------------------------------------------------
Balance Sheet Data:
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
September 30, 1999 December 31, 1998
------------------ -----------------
- ------------------------------------------------------------------------------------------------------------------------------------
(unaudited)
Total assets $271,070 $551,311
- ------------------------------------------------------------------------------------------------------------------------------------
Total liabilities 368,839 436,927
- ------------------------------------------------------------------------------------------------------------------------------------
Working capital deficit (309,838) (356,792)
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Stockholders' equity (deficit)
(97,769) 114,384
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</TABLE>
3
<PAGE>
RISK FACTORS
You should carefully consider the following risk factors and other
information in this prospectus before deciding to invest in shares of our common
stock. This prospectus contains forward-looking statements, which can be
identified by the use of words such as "intend," "anticipate," "believe,"
"estimate," "project," or "expect" or other similar statements. These statements
discuss future expectations, contain projections of results of operations or of
financial condition, or state other "forward-looking" information. When
considering these statements, you should keep in mind the risk factors described
below and other cautionary statements in this prospectus. The risk factors
described below and other factors noted throughout this prospectus, including
certain risks and uncertainties, could cause our actual results to differ from
those contained in any forward-looking statement.
We have incurred net losses since our inception and anticipate continuing
losses.
We were incorporated on July 22, 1989, under the name Sea Green, Inc.,
a Florida corporation. We filed an Amendment to our certificate of incorporation
on June 3, 1989, changing our name to Americom Networks Corp. On July 10, 1998,
we again changed our name to Americom Networks International, Inc. Since 1998,
to May of 1999, we engaged, to a limited extent, in the business of developing
telecommunications systems to market high-volume users for use or resale.
We are currently a development stage company. We are presently not
engaged in any business operations; therefore, we have no source of revenue. Our
operations for the year ended December 31, 1998, primarily represents activity
from July 1, 1998, prior to this date we were inactive. As of September 31,
1999, our accumulated deficit was approximately $2,104,516. Although we intend
to expand our marketing of products and services, after we acquire a business,
assets or property, we may not be able to achieve these objectives or, if these
objectives are achieved, we may never be profitable. If profitability is
achieved, we may not be able to sustain it. We cannot predict when, or if,
profitability might be achieved.
We have a short operating history upon which you can judge our prospects.
We commenced our business in 1998, and produced limited revenue in
1999. Moreover, we have not engaged in any business operation since May of 1999.
In September 1999, we sold substantially all of our assets and currently we have
no revenue. As a result, we have a limited operating history upon which you can
evaluate our business and prospects. Our historical data is of limited value in
projecting future operating results. You must consider our business in light of
the risks, expenses and problems frequently encountered by companies with
limited operating histories.
Presently we have no material tangible assets or property; however, we
intend to seek out the acquisition of assets, property or a business that may be
beneficial to us or our stockholders. We have not as yet identified any business
or product for possible acquisition. We face all of the risks inherent in a new
business and those risks specifically inherent in the type of business in which
we propose to engage, namely, the investigation and acquisition of an interest
in a business.
4
<PAGE>
We have devoted all our efforts this year to various organizational
activities, including our effort to acquire a suitable business. Our business
must be considered in light of the risks, expenses and problems frequently
encountered by companies in their early stages of development, particularly
blank check companies, which have no business plan.
We have no independent directors, audit or compensation committee.
Currently, we have no independent directors, audit or compensation
committee.
Potential profit to be received by our management for the sale of their shares.
We will not raise any proceeds with this offering. One of our directors
currently owns 44.5% of the common stock presently issued and outstanding. Our
director paid an aggregate price of $55,000 for these shares and may actively
negotiate or otherwise consent to the purchase of any portion of his common
stock as a condition to or in connection with a proposed merger or acquisition
transaction. Our sole officer presently does not own any of our common stock. A
premium may be paid on the director's common stock in connection with any
potential merger or acquisition. Stockholders may not be afforded an opportunity
to approve or consent to any potential merger or acquisition. Due to the fact
that such director may negotiate to receive such a premium means that there is a
potential for members of management to consider their own personal pecuniary
benefit rather than our best interest or those of our other stockholders. Such
conduct may present management with conflicts of interest and, as a result of
such conflicts, may possibly compromise management's state law fiduciary duties
to our Stockholders. We have not adopted any policy for resolving such
conflicts.
We will not participate in a business combination with any entity
controlled by an officer, director, or promoter of us, or their affiliates and
associates. We will not raise any proceeds with this offering.
Our management may not devote their full time to our affairs.
One of our director's, currently owns a majority of our outstanding
shares, is currently employed or engaged full-time in another position or
activity, and will devote only that amount of time to our affairs which he deems
appropriate. The amount of time devoted by our management to our affairs will
depend on the number and type of businesses under consideration at any given
time. In light of the competing demands for his time, it should be anticipated
that our director will grant priority to his full-time position rather than our
business affairs.
There may be a conflict of interest between us and our director.
Certain conflicts of interest may exist between us and our director,
due to the fact that he is employed full-time in other endeavors. Failure by our
management to conduct our business in our best interest may subject management
to claims by us or our Stockholders of a breach of fiduciary duty.
5
<PAGE>
The failure to acquire a successful business could impact our own success.
Our extremely limited size makes it unlikely that we will be able to
commit our funds to the acquisition of more than one specific business, so our
activities will not be diversified. Therefore, the success or failure of any
business acquired by us will have a substantial impact.
Currently, there are no negotiations by us regarding an acquisition or merger.
Our officer, director, or promoters, or their affiliates and associates
have neither had any preliminary contact nor discussion, and there are no
present plans, proposals, arrangements or understandings, with any
representatives of the owners of any business or company regarding the
possibility of an acquisition or merger transaction contemplated in this
prospectus.
We may retain the use of business acquisition consultants or finders.
While it is not presently anticipated that we will engage unaffiliated
professional firms specializing in business acquisitions on reorganizations,
such firms may be retained if management deems it in our best interest.
Compensation to a finder or business acquisition firm may take various forms,
including one-time cash payments, payments based on a percentage of revenues or
product sales volume, payments involving issuance of our equity securities , or
any combination of these or other compensation arrangements. We estimate that
any fees for such services will not exceed 10% of the amount of the securities
issued or cash paid by us to acquire a business. We will not have funds to pay a
retainer in connection with any consulting arrangement, and no fee will be paid
unless and until an acquisition is completed.
We are dependent on outside advisors to acquire a new business.
In connection with our investigation of a possible business, and in
order to supplement the business experience of our management, we may employ
accountants, technical experts, appraisers, attorneys, or other consultants or
advisors. The selection and engagement of any such advisors will be made by
management without the approval from our Stockholders. Moreover, it is
anticipated that such persons may be engaged by us on an independent basis
without a continuing fiduciary duty or other obligation to us. We have no
arrangement or understanding to employ any of our officers or directors as
outside advisors.
There is no assurance that we will acquire a favorable business.
There can be no assurance that we will be able to acquire a favorable
business. In addition, even if we become engaged in a new business, there can be
no assurance that we will be able to generate revenues or profits therefrom.
6
<PAGE>
No assurance of conventional financing for the business acquired or merged.
Although there are no specific business combinations or other
transactions contemplated by management, it may be expected that any such target
business will present such a level of risk that conventional private or public
offerings of securities or conventional bank financing would not be available to
us once we acquire a business.
Our limited funds may make it difficult to find a profitable business to
acquire.
Our limited funds will likely make it impracticable to conduct a
complete and exclusive investigation and analysis of a business. Our management
decisions will likely be made without detailed feasibility studies, independent
analysis, market surveys due to the lack of desirable funds available. We will
be particularly dependent in making decisions on information provided by our
promoter, owner, sponsor, or others associated with the businesses seeking our
participation, which will have a direct economic interest in completing a
transaction with us.
Limited marketing and manufacturing capabilities or experience.
We have limited marketing capabilities, resources or manufacturing
capabilities. Our prospects will be significantly affected by our ability to
market our technologies, sublicense our technologies or successfully develop
strategic alliances with third parties for incorporation of our technologies
into products manufactured by others. Informing potential acquirers, licensees
and other strategic partners of the benefits of our technologies and
establishing satisfactory strategic alliances will require significant financial
and other resources. In addition, strategic alliances may require financial or
other commitments by us. There can be no assurance that we will be able, for
financial or other reasons, to enter into strategic alliances on commercially
acceptable terms, or at all. Failure to do so would have a material adverse
effect on us.
There is a possibility that we will issue additional shares to consummate a
business reorganization.
It is likely that we will issue additional shares of our common stock
in connection with a potential merger, consolidation, or other business
reorganization. As a result of a reorganization, there may be a change of
control in management; significant dilution to the public stockholders'
investment; and a material decrease in the public stockholders' equity interest
in us. Since we have not made any determination with respect to the acquisition
of any specific business, we cannot speculate on the form of any potential
business reorganization or the amount of securities, which we may issue. Our
board of directors may issue additional securities on terms and conditions,
which the board of directors, in its sole discretion, determines to be in our
best interest and without seeking stockholder approval.
Limited voting rights of our Stockholders in an acquisition by us.
Our stockholders may not be afforded an opportunity specifically to
approve or disapprove any particular business reorganization or acquisition.
Except under certain circumstances, our directors will be able to consummate an
acquisition by or of us without the approval of our stockholders. Under
applicable corporate law only in the event of a merger, consolidation, or sale
of all or substantially all of our assets, but not a target company,
7
<PAGE>
will a stockholder have the right to object to the merger, consolidation, or
sale and assert his or her dissenter's right to appraisal of his or her shares.
If an acquisition is consummated in the form of an exchange of securities, no
stockholder will have the right to object thereto and claim dissenter's rights.
We are subject to certain reporting of the securities and exchange act.
We are subject to requirements of the Securities Exchange Act of 1934,
and will be required to furnish certain information about significant
acquisitions, including audited financial statements for the company(s) acquired
for one, two, or three years, depending on the relative size of the acquisition.
Consequently, the acquisition prospects available to us would be limited to
those that can provide the required audited financial statements.
We may suffer losses if we acquire a business through a leveraged buyout.
A business acquired through a leveraged buy-out, i.e., financing the
acquisition of the business by borrowing on the assets of the business to be
acquired, will be profitable only if it generates enough revenues to cover the
related debt and expenses. This practice could increase our exposure to larger
losses. There can be no assurance that any business acquired through a leveraged
buy-out will generate sufficient revenues to cover the related debt and
expenses. The use of leverage to consummate a business combination may reduce
our ability to incur additional debt, make other acquisitions, or declare
dividends, and may subject our operations to strict financial controls and
significant interest expense. It may be expected that we will have few, if any,
opportunities to utilize leverage in an acquisition. Even if we are able to
identify a business, where leverage may be used, there is no assurance that
financing will be available, or if available, on terms acceptable to us.
Governmental regulation.
The use of assets or conduct of business which we may acquire could be
subject to government alregulations, including environmental and taxation
matters, which regulations would have a materially adverse affect on the use of
such assets and/or conduct of such businesses.
We are dependent on the successful completion of this offering.
We are dependent on the successful completion of this offering to
implement our proposed business plan. If this offering is unsuccessful, it is
likely that our present stockholders may lose their entire investment since we
will have a limited ability to create a market for our shares after paying
certain expenses associated with this offering.
We will not receive any proceeds, and we may be unable to raise additional
capital in the future, which would adversely affect your investment.
We will not receive proceeds from the resale of our shares. Moreover,
we currently have no revenue and do not expect to have any revenue until we
commence operations following the acquisition of a business. We anticipate that
we have sufficient capital to meet our needs for working capital and capital
expenditures for at least the next 6 months. After 6 months we will need to
raise additional funds through a private or public offering of our
8
<PAGE>
securities in order to fund our operations while we continue to seek the
acquisition of a suitable business. If additional funds are raised through the
issuance of equity or convertible debt securities, the percentage ownership of
our stockholders will be reduced, stockholders may experience dilution, and
those securities may have rights, preferences or privileges senior to those
securities held by existing stockholders. There can be no assurance that
additional financing will be available on terms favorable to us, or at all. If
adequate funds are not available or not available on acceptable terms, we may
not be able to fund our future operations, promote our brand as we desire, take
advantage of unanticipated acquisition opportunities, develop or enhance
services or respond to competitive pressures. Any such inability could have a
material adverse effect on our business, results of operations and financial
condition.
We may not be able to achieve profitability in the future.
We may be unable to operate as a going concern because we have suffered
recurring losses from operations and have a working capital deficiency. Our
independent accountants have included an explanatory paragraph stating that our
financial statements have been prepared assuming that we will continue as a
going concern and that we have suffered recurring losses from operations and
have a working capital deficiency which cause substantial doubt as to our
ability to do so.
You may not be able to sell your shares unless a public market develops for our
securities.
Failure to develop or maintain an active trading market could
negatively effect the price of our shares. Currently, our shares are listed on
the pink sheets; however, we intend to publicly trade our shares on the NASD's
Over the Counter Bulletin Board. As a result, it would be difficult for an
investor to dispose of our shares rather than a security traded on the Nasdaq
Smallcap Market or a national securities exchange. We may in the future apply to
have the shares listed on the Nasdaq SmallCap Market.
We may not be listed on the Over the Counter Bulletin Board.
We intend to list our common stock on the NASD's Over the Counter
Bulletin Board. If OTC declines to list our common stock, we will attempt to
continue to have our common stock listed on the so-called "pink sheets".
Consequently, the liquidity of our common stock could be impaired.
We require substantial funds and may need to raise additional capital in the
future.
We have no current arrangements with respect to sources of additional
financing. Other additional financing may not be available on commercially
reasonable terms, or at all. The inability to obtain additional financing, when
needed, would have a negative effect on us, including possibly requiring us to
curtail or cease operations. If any future financing involves the sale of our
equity securities, the shares of our common stock held by our stockholders would
be substantially diluted. If we incur indebtedness or otherwise issue debt
securities, we will be subject to risks associated with indebtedness, including
the risk that interest rates may fluctuate and the possibility that we may not
be able to pay principal and interest on the indebtedness.
9
<PAGE>
We need to manage our growth effectively.
If we acquire a business, we will place a significant strain on our
managerial, operational and financial resources. If we acquire a business we
need to:
o improve our financial and management controls, reporting systems and
procedures;
o expand, train and manage our work force for marketing, sales and
support, product development, site design, and network and equipment
repair and maintenance; and
o manage multiple relationships with various customers, strategic
partners and other third parties.
The loss of the services of our chief executive officer, Dominick Zappia, could
hurt our chances for success.
We are dependent on the continued employment and performance of our
executive officer, Dominick Zappia. The loss of Mr. Zappia, or his incapacity to
perform his duties, would have a materially negative effect upon our activities
and prospects. We do not have key man life insurance coverage on the life of Mr.
Zappia. The loss of the services of our officer could adversely affect on us.
Our director has substantial control over us and investors in this offering may
have no effective voice in our management.
Upon completion of this offering, our director will own approximately
44.5% of the then outstanding shares of our common stock. Our sole officer
currently does not own any of our shares. Accordingly, our director will possess
substantial control over our operations. This control may allow him to amend
corporate filings, elect all of our board of directors, and substantially
control all matters requiring approval by our stockholders, including approval
of significant corporate transactions. Management will also have the ability to
delay or prevent a change in our control and to discourage a potential acquirer
for us or our securities. If you purchase our common stock, you may have no
effective voice in our management.
Shares eligible for public sale after this offering could adversely affect our
stock price.
Sales of substantial amounts of our common stock in the public market
after this offering, or the perception that these sales may occur, could
materially and adversely affect the market price of the common stock or our
ability to raise capital through an offering of equity securities. 2,421,227 of
the 4,946,228 shares of common stock to be outstanding upon completion of this
offering, will be immediately tradeable without restriction under the Securities
Act. "Affiliates," as defined in the Securities Act, must always sell their
shares in accordance with the terms, including volume limitations, of Rule 144
under the Securities Act.
2,525,000 of the 4,946,228 shares to be outstanding upon the completion
of the offering, will be "restricted securities" as defined in Rule 144.
2,525,000 of these restricted securities have been held for more than one year
as of the date of this prospectus. Therefore, 2,525,000 of our shares will be
eligible for public sale beginning 90 days after the effective date of this
prospectus in accordance with the requirements of Rule 144.
10
<PAGE>
DIVIDEND POLICY
We have never paid any dividends on our common stock. We do not intend
to declare or pay dividends on our common stock, but to retain our earnings, if
any, for the operation and expansion of our business. Dividends will be subject
to the discretion of our board of directors and will be contingent on future
earnings, if any, our financial condition, capital requirements, general
business conditions and other factors as our board of directors deems relevant.
11
<PAGE>
PLAN OF OPERATION
The following discussion and analysis of the financial condition and
results of our operations should be read in conjunction with, and is qualified
in its entirety by, the more detailed information including the summary
financial information and our financial statements and the notes thereto
included elsewhere in this prospectus. This prospectus contains forward-looking
statements that involve risks and uncertainties. Our actual results may differ
materially from the results discussed in the forward-looking statements. Factors
that may cause or contribute to such differences include those discussed in
"Risk Factors," as well as those discussed elsewhere in this prospectus.
Overview
We were organized for the purpose of developing communication systems
to market high value users for their use and resale. As of September 31, 1999,
we sold substantially all of our assets, and currently have no revenue. We are
currently seeking, investigating, and ultimately acquiring an interest in a
business with long-term growth potential. We currently have no commitment or
arrangement to participate in a business and cannot now predict what type of
business we may enter into or acquire. It is emphasized that the business
objectives discussed in this offering are extremely general and are not intended
to be restrictive on the discretion of our management.
Management anticipates that it may be able to participate in only one
potential business venture, due primarily to our limited financing. This lack of
diversification should be considered a substantial risk of investing in us
because it will not permit us to offset potential losses from one venture
against gains from another.
Corporate History
We were incorporated under the name Sea Green, Inc. on July 22, 1989.
On June 3, 1998, we filed Articles of Amendment changing our name to Americom
Networks Corp. On July 10, 1998, we filed an Articles of Amendment to our
Articles of Incorporation changing our name to American Networks International,
Inc.
Selection of a Business
We anticipate that businesses for possible acquisition will be referred
by various sources, including our officer and directors, professional advisors,
securities broker-dealers, venture capitalists, members of the financial
community, and others who may present unsolicited proposals. We will seek
businesses from all known sources, but will rely principally on personal
contacts of our officer, directors and their affiliates, as well as indirect
associations between them and other business and professional people. While it
is not presently anticipated that we will engage unaffiliated professional firms
specializing in business acquisitions on re- organizations, such firms may be
retained if management deems it in our best interest.
Compensation to a finder or business acquisition firm may take various
forms, including one-time cash payments, payments based on a percentage of
revenues or product sales volume, payments involving issuance of securities,
including our own, or any combination of these or other compensation
arrangements. Consequently, we are currently unable to predict the cost of
utilizing such services.
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<PAGE>
We will not restrict our search to any particular business, industry,
or geographical location, and management reserves the right to evaluate and
enter into any type of business in any location. We may participate in newly
organized business venture or a more established company entering a new phase of
growth or in need of additional capital to overcome existing financial problems.
Participation in a new business venture entails greater risks since in many
instances management of such a venture will not have proved its ability, the
eventual market of such venture's product or services will likely not be
established, and the profitability of the venture will be unproven and cannot be
predicted accurately. If we participate in a more established firm with existing
financial problems, we may be subjected to risk because our financial resources
may not be adequate to eliminate or reverse the circumstances leading to such
financial problems.
In seeking a business venture, the decision of our management will not
be controlled by an attempt to take advantage of any anticipated or perceived
appeal of a specific industry, management group, product, or industry, but will
be based on the business objective of seeking long-term capital appreciation in
real value.
The analysis of new businesses will be undertaken by or under the
supervision of our officer and directors. In analyzing a prospective business,
management will consider, to the extent applicable, the available technical,
financial, and managerial resources, working capital and other prospects for the
future, the nature of present and expected competition; the quality and
experience of management services which may be available and the depth of that
management; the potential for further research, development, or exploration; the
potential for growth and expansion; the potential for profit; the perceived
public recognition or acceptance of products, services, or trade or service
marks; name identification; and other relevant factors.
It is possible that we may propose to acquire a business in the
development stage. A business is in the development stage if it is devoting
substantially all of its efforts to establishing a new business, and either
planned principal operations have not commenced or planned principal operations
have commenced but there has been not significant revenue.
The decision to participate in a specific business may be based on
management's analysis of the quality of the other firm's management and
personnel, the anticipated acceptability of new products or marketing concepts,
the merit of technological changes, and other factors which are difficult, if
not impossible, to analyze through any objective criteria. It is anticipated
that the results of operations of a specific firm may not necessarily be
indicative of the potential for the future because of the requirement to
substantially shift marketing approaches, expand significantly, change product
emphasis, change or substantially augment management, and other factors.
We will analyze all available factors and make a determination based on
a composite of available facts, without reliance on any single factor. The
period within which we may participate in a business on completion of this
offering cannot be predicted and will depend on circumstances beyond our
control, including the availability of businesses, the time required for us to
complete our investigation and analysis of prospective businesses, the time
required to prepare appropriate documents and agreements providing for our
participation, and other circumstances. It is anticipated that the analysis of
specific proposals and the selection of a business will take several months.
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<PAGE>
Agreements.
We entered into an agreement with Millennium Holdings dated September
24, 1999 in which we were loaned $10,000. We are obligated to pay the full
amount before December 23, 1999.
Acquisition of a Business.
In implementing a structure for a particular business acquisition, we
may become a party to a merger, consolidation, or other reorganization with
another corporation or entity; joint venture; license; purchase and sale of
assets; or purchase and sale of stock, the exact nature of which we cannot
predict. Notwithstanding this, we do not intend to participate in a business
through the purchase of minority stock positions. On the consummation of a
transaction, it is likely that our present management and stockholders will not
be in control of us. Moreover, a majority or all of our directors may, as part
of the terms of the acquisition transaction, resign and be replaced by new
directors without vote of our stockholders.
In connection with our acquisition of a business, our present
stockholders, including our officer and directors, may, as a negotiated element
of the acquisition, sell a portion or all of our common stock held at a
significant premium over their original investment in us. As a result of such
sales, to affiliates of the entity participating in the business reorganization
with us, would acquire a higher percentage of equity ownership in us. Although
our present stockholders did not acquire our shares with a view towards any
subsequent sale in connection with a business reorganization, it is not unusual
for affiliates of the entity participating in the reorganization to negotiate to
purchase shares held by the present stockholders in order to reduce the number
of "restricted securities" held by persons no longer affiliated with a company
and thereby reduce the potential adverse impact on the public market in a
company's common stock that could result from substantial sales of such shares
after the restrictions no longer apply. Public investors will not receive any
portion of the premium that may be paid in the circumstances noted above.
Furthermore, our stockholders may not be afforded an opportunity to approve or
consent to any particular stock buy-out transaction.
It is anticipated that any securities issued in any such reorganization
would be issued in reliance on exemptions from registration under applicable
federal and state securities laws. In some circumstances, however, as a
negotiated element of the transaction, we may agree to register such securities
either at the time the transaction is consummated, under certain conditions, or
at specified times thereafter. Although the terms of such registration rights
and the number of securities, if any, which may be registered cannot be
predicted, it may be expected that registration of securities by us in these
circumstances would entail substantial expense to us. The issuance of
substantial additional securities and their potential sale into any trading
market, which may develop in our securities, may have a depressive effect on
such market.
While the actual terms of a transaction to which we may be a party
cannot be predicted, it may be expected that the parties to the business
transaction will find it desirable to structure the acquisition as a so-called
"tax-free" event under sections 351 or 368(a) of the Internal Revenue Code of
1986, (the "Code"). In order to obtain tax-free treatment under section 351 of
the Code, it would be necessary for the owners of the acquired business to own
80% or more of the stock of the surviving entity. In such event, our
stockholders would retain less than 20% of the issued and outstanding shares of
the surviving entity. Section 368(a)(1) of the Code provides for tax-free
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<PAGE>
treatment of certain business reorganization between corporate entities where a
corporation is merged with or acquires the securities or assets of another
corporation. Generally, we will be the acquiring corporation in such a business
reorganization, and the tax-free status of the transaction will not depend on
the issuance of any specific amount of our voting securities. It is not
uncommon, however, that as a negotiated element of a transaction completed in
reliance on section 368, the acquiring corporation issue securities in such an
amount that the stockholders of the acquired corporation will hold 50% or more
of the voting stock of the surviving entity. Consequently, there is a
substantial possibility that our stockholders immediately prior to the
transaction would retain less than 50% of the issued and outstanding shares of
the surviving entity.
Notwithstanding the fact that we would technically acquire the entity
in the foregoing circumstances, generally accepted accounting principles will
ordinarily require that such transaction be accounted for as if we had been
acquired by the other entity owning the business and, therefore, we will not
permit a write-up in the carrying value of the assets of the other company.
The manner in which we participate in a business will depend on the
nature of the business, our respective needs and desires and other parties, the
management of the business, and our relative negotiating strength and such other
management.
It is possible that we will not have sufficient funds to fully
undertake such development, marketing, and manufacturing of products which may
be acquired. Accordingly, following the acquisition of any such product rights,
we may be required to either seek additional debt or equity financing or obtain
funding from third parties, in exchange for which we would probably be required
to give up a portion of its interest in any acquired product. There is no
assurance that we will be able either to obtain additional financing or interest
third parties in providing funding for the further development, marketing, and
manufacturing of any products acquired.
We will participate in a business only after the negotiation and
execution of appropriate written agreements. Although the terms of such
agreements cannot be predicted, generally, such agreements will require specific
representations and warranties by all of the parties thereto, will specify
certain events of default, will detail the terms of closing and the conditions
which must be satisfied by each of the parties prior to such closing, will
outline the manner of bearing costs if the transaction is not closed, will set
forth remedies on default, and will include miscellaneous other terms.
It is anticipated that the investigation of specific businesses and the
negotiation, drafting, and execution of relevant agreements, disclosure
documents, and other instruments will require substantial management time and
attention and substantial costs for accountants, attorneys, and others. If a
decision is made not to participate in a specific business, the costs
theretofore incurred in the related investigation would not be recoverable.
Furthermore, even if an agreement is reached for the participation in a specific
business, the failure to consummate that transaction may result in the loss to
us of the related costs incurred which could materially adversely affect
subsequent attempts to locate and participate in additional businesses.
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<PAGE>
Operation of business after an acquisition.
Our operation following our acquisition of a business will be dependent
on the nature of the business and the interest acquired. We are unable to
predict whether we will be in control of the business or whether the present
management will be in control of us following the acquisition. It may be
expected that the business will present various risks to investors some of which
have been generally summarized in our risk factors. The specific risks of a
given business cannot be predicted at the present time.
Leverage.
We may be able to participate in a business involving the use of
leverage. Leveraging a transaction involves the acquisition of a business
through incurring indebtedness for a portion of the purchase price of that
business, which is secured by the assets of the business acquired.
One method by which leverage may be used is that we would locate an
operating business available for sale and arrange for the financing necessary to
purchase such business. Acquisition of a business in this fashion would enable
us to participate in a larger venture that its limited funds would permit, or
use less of its funds to acquire a business and thereby commit its remaining
funds to the operations of the business acquired.
Leveraging a transaction would involve significant risks due to the
fact that the borrowing involved in a leveraged transaction will ordinarily be
secured by our combined assets and the business to be acquired. If the combined
enterprises are not able to generate sufficient revenues to make payments on the
debt incurred to acquire the business, the lender would be able to exercise the
remedies provided by law or by contract and foreclose on substantially all of
our assets. Consequently, our participation in a leveraged transaction may
significantly increase our risk of loss. During periods when interest rates are
relatively high, the benefits of leveraging are not as great as during periods
of lower interest rates because the investment in the business held on a
leveraged basis will only be profitable if it generates sufficient revenues to
cover the related debt and other costs of the financing.
The likelihood of us obtaining a conventional bank loan for a leveraged
transaction would depend largely on the business being acquired and its
perceived ability to generate sufficient revenues to repay the debt. Generally,
businesses suitable for leveraging are limited to those with income-producing
assets that are either in operation or can be placed in operation relatively
quickly. We cannot predict whether it will be able to locate any such business.
As a general matter, it may be expected that we will have few, if any,
opportunities to examine businesses where leveraging would be appropriate.
Even if we are able to locate a business where leveraging techniques
may be used, there is no assurance that financing for the acquisition will be
available or, if available, on terms acceptable to us. Lenders from which we may
obtain funds for purposes of a leveraged buy-out may impose restrictions of the
future borrowing, dividend, and operating policies. It is not possible at this
time to predict the restrictions, if any, which lenders may impose or the impact
on us.
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<PAGE>
Governmental regulation
It is impossible to predict the government regulation, if any, to
which we may be subject until we have acquired an interest in a business. The
use of assets or conduct of businesses which we may acquire could subject us to
environmental, public health and safety, land use, trade, or other governmental
regulations and state or local taxation. In selecting a business in which to
acquire an interest, management will endeavor to ascertain, to the extent of our
limited resources, the effects of such government regulation on our prospective
business. In certain circumstances, however, such as the acquisition of an
interest in a new or start-up business activity, it may not be possible to
predict with any degree of accuracy the impact of government regulation. The
inability to ascertain the effect of government regulation on a prospective
business activity will make the acquisition of an interest in such business a
higher risk.
Competition.
We will be involved in intense competition with other business
entities, many of which will have a competitive edge over us by virtue of their
more substantial financial resources and prior experience in business. Until
such time as we acquire a business - we cannot determine our competition. There
is no assurance that we will be successful in obtaining suitable investments.
Employees
We are a development stage company and currently have no employees. Our
executive officer, who is compensated for his time will devote his full-time to
our affairs. Our management expects to use consultants, attorneys, and
accountants as necessary, and does not anticipate a need to engage any full-time
employees so long as it is seeking and evaluating businesses. The need for
employees and their availability will be addressed in connection with a decision
whether or not to acquire or participate in a specific business industry.
Legal Proceedings.
On September 23, 1999, Communication TeleSystems International, dba
World Change Communication, ("CTI") made an Arbitration claim against us in
California for $300,000 in connection with the alledged delivery of two checks
to us, each in the amount of $150,000, for a total of $300,000. It is alleged
the payments were made even though the parties were not engaged in business with
each other.
Year 2000 Compliance.
The inability of computers, software and other equipment utilizing
microprocessing to organize and properly address certain fields containing a
two-digit year is commonly referred to as the Year 2000 problem. As the year
2000 approaches, computer systems may be unable to accurately process certain
date-based information.
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<PAGE>
We have implemented a Year 2000 program to ensure that our computer
systems and applications will function properly beyond 1999. We have identified
vendor and business partner software with which we electronically interact, or
from which we purchase supplies, and have requested Year 2000 compliance
certifications. We have received verbal assurances from those vendors and
business partners that they and their respective suppliers are Year 2000
compliant. Although we believe all of our systems are and will be Year 2000
compliant, there can be no assurances that all of our vendors' and business
partners' systems will be Year 2000 compliant. Our cost to comply with the Year
2000 initiative is not expected to be material.
Available Information
We have filed with the commission a registration statement on Form SB-2
under the Securities Act, with respect to the common stock offered by this
prospectus. In this prospectus we refer to that registration statement, together
with all amendments, exhibits and schedules to that registration statement, as
"the registration statement." This prospectus, which is part of the registration
statement, omits certain information, exhibits, schedules and undertakings set
forth in the registration statement. For further information with respect to us
and the securities offered by this prospectus, reference is made to the
registration statement. Statements contained in this prospectus concerning a
document filed as an exhibit to the registration statement is not necessarily
complete and, in each instance, reference is made to the document filed as an
exhibit to the registration statement, each statement being qualified in all
respects by this reference.
The registration statement and other information may be read and copied
at the commission's Public Reference Room at, 450 Fifth Street, NW, Room 1024,
Washington, D.C. 20549. The public may obtain information on the operation of
the Public Reference Room by calling the commission at 1-800-SEC-0330. The
commission maintains a web site at http://www.sec.gov that contains reports,
proxy and information statements, and other information regarding issuers that
file electronically with the commission.
We are not currently a reporting company under the Securities and
Exchange Act of 1934, and therefore have not filed any reports with the
commission. Simultaneously with the commission's declaration that this
prospectus is effective, we will be registered under the Exchange Act. Under the
Exchange Act, we will furnish our stockholders with annual reports containing
audited financial statements reported on by independent auditors and make
available quarterly reports containing unaudited financial information for the
first three quarters of each fiscal year.
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MANAGEMENT
Directors and Officers
The following table sets forth certain information concerning our
director and officer as of December 16, 1999:
Name Age Position
- ---- --- --------
Dominick Zappia 36 President, Secretary and Treasurer
Ael Apelboim 35 Director
Dominick Zappia is our President, Secretary and Treasurer. He has served in this
position since May of 1999. In 1990, Mr. Zappia was part of an overall
management team responsible for downsizing its information systems from IBM
mainframes to LAN and SQL, servers at ASCAP. From 1992 to 1997, he was
responsible for the management of business analysis, business process modeling,
software, and information systems architecture projects at International Fund
Administration. In 1997 to 1998, he was registered as a lead analyst at the firm
Energex Introducing Brokers. Mr. Zappia is currently working at Neovision Inc.
as a Chief consultant and lead product developer. Mr. Zappia attended the State
University of New York at Cortland from 1982 to 1987.
Ael Apelboim is a member of our Board of Directors and is majority shareholder.
He has served in this capacity since July of 1998. Since March of 1993, Mr.
Appleboim has been a partner in the firm of Sutra Ltd., an Isreali company
engaged in property and real estate development.
Directors are elected to serve until the next annual meeting of the
stockholders and until their successors have been duly elected and qualified.
Compensation of Directors
Directors do not receive compensation for attendance at meetings of the
Board of Directors, but will be reimbursed for certain expenses in connection
with attendance at board meetings.
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EXECUTIVE COMPENSATION
The following table sets forth certain information concerning the
compensation of our Chief Executive Officer and each of our other most highly
compensated executive officers whose aggregate salary, bonus and other
compensation exceeded $100,000 during the fiscal year ended December 31, 1999.
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
------------------- ----------------------
Restricted Securities
Name and Other Annual Stock Underlying LTIP All Other
Principal Position Year Salary Bonus Compensation Awards Options/SARs Payouts Compensation
- ------------------ ---- ------ ----- ------------ ------ ------------ ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Dominick Zappia 1999 $96,000 -0- -0- -0- -0- -0-
</TABLE>
Limitations of liability and indemnification of directors and officers.
Our certificate of incorporation, as amended, and bylaws, as amended,
limit the liability of directors and officers to the maximum extent permitted by
Delaware law. We will indemnify any person who was or is a party, or is
threatened to be made a party to, an action, suit or proceeding, whether civil,
criminal, administrative or investigative, if that person is or was a director,
officer, employee or agent of us or serves or served any other enterprise at our
request.
In addition, our certificate of incorporation provides that a director
shall not be personally liable to us or our stockholders for monetary damages
for breach of the director's fiduciary duty. However, the certificate does not
eliminate or limit the liability of a director for any of the following reasons:
o breach of the directors' duty of loyalty to us or our stockholders;
o acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of the law;
o the unlawful payment of a dividend or unlawful stock purchase or
redemption; and
o any transaction from which the director derives an improper personal
benefit.
We intend to purchase and will maintain directors' and officers'
insurance in the amount of $1,000,000. This insurance will insure directors
against any liability arising out of the director's status as our director,
regardless of whether we have the power to indemnify the director against the
liability under applicable law.
We have been advised that it is the position of the commission that
insofar as the indemnification provisions referenced above may be invoked to
disclaim liability for damages arising under the Securities Act, these
provisions are against public policy as expressed in the Securities Act and are,
therefore, unenforceable.
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PRINCIPAL STOCKHOLDERS
The following table sets forth as of December 20, 1999, the number and
percentage of outstanding shares of common stock beneficially owned by each
person who beneficially owns:
o more than 5% of the outstanding shares of our common stock;
o each of our officers and directors; and
o all of our officers and directors as a group.
Except as otherwise noted, the persons named in this table, based upon
information provided by these persons, have sole voting and investment power
with respect to all shares of common stock owned by them. Unless otherwise
indicated, the address of each beneficial owner is c/o Americom Networks
International, Inc. 17 State Street, 5th Floor New York, New York 10004.
<TABLE>
<CAPTION>
% Beneficially % Beneficially
Name and Address of Number of Shares Owned Before Owned
Beneficial Owner Beneficially Owned Offering After Offering
---------------- ------------------ -------- --------------
<S> <C> <C> <C>
Dominick Zappia 0 0 0
Ael Apelboim 2,200,000 44.5% 44.5%
All Officers and Directors
as a Group (2 persons)
</TABLE>
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CERTAIN TRANSACTIONS
We entered into an employment agreement dated May 25, 1998, pursuant to
which we were obligated to pay our former president, Mary Ellen TeFarikis
("Employee") a base salary of $104,000 per annum commencing May 25, 1998. The
employment agreement calls for additions to the base salary of $25,000 per annum
for each additional commercially usable linkage established by the Employee.
There is a cap of $260,000 on total compensation for a year. Pursuant to the
terms of the agreement, Ms. TeFarikis also received 100,000 shares of our common
stock subject to continued employment with us until June 1, 1999, otherwise, we
are entitled to purchase the 100,000 shares from the employee for $100. The
Employee was terminated in May 1999. Pursuant to the terms of the Employment
Agreement, Management repurchased the 100,000 shares of common stock owned by
the Employee for $100.
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DESCRIPTION OF SECURITIES
The following section does not purport to be complete, and is qualified
in all respects by reference to the detailed provisions of our Certificate of
Incorporation and By-laws, copies of which have been filed with our registration
statement of which this prospectus forms a part.
Our authorized capital stock consists of 50,000,000 shares of common
stock, $.001 par value. As of December 20, 1999, 4,946,228 shares of common
stock were issued and outstanding. As of this date, there were 13 record holders
of our common stock. We are not authorized to issue preferred stock.
Common Stock
Shares of our common stock are entitled to one vote per share, either
in person or by proxy, on all matters that may be voted upon by the owners of
our shares at meetings of our stockholders. There is no provision for cumulative
voting with respect to the election of directors by the holders of common stock.
Therefore, the holders of more than 50% of our shares of outstanding common
stock can, if they choose to do so, elect all of our directors. In this event,
the holders of the remaining shares of common stock will not be able to elect
any directors.
The holders of common stock:
o have equal rights to dividends from funds legally available therefore,
when and if declared by our board of directors;
o are entitled to share ratably in all of our assets available for
distribution to holders of common stock upon liquidation, dissolution
or winding up of our affairs; and
o do not have preemptive rights, conversion rights, or redemption of
sinking fund provisions.
The outstanding shares of our common stock are duly authorized, validly
issued, fully paid and nonassessable.
Transfer Agent
Interwest Transfer Company is the transfer agent and registrar for our
shares of our common stock.
SELLING STOCKHOLDERS
The registration statement, of which this prospectus forms a part,
relates to our registration, for the account of the selling stockholders, of an
aggregate of 171,227 shares of common stock.
The sale of the selling stockholders' shares by the selling
stockholders may be effected from time to time in transactions, which may
include block transactions by or for the account of the selling stockholders, in
the over-the-counter market or in negotiated transactions, or through the
writing of options on the selling stockholders' shares, a combination of these
methods of sale, or otherwise. Sales may be made at fixed prices which may be
changed, at a market prices prevailing at the time of sale, or at negotiated
prices.
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The selling stockholders may effect the transactions by selling the
selling stockholders' shares directly to purchasers, through broker\dealers
acting as agents for the selling stockholders, or to broker\dealers who may
purchase shares as principals and thereafter sell the selling stockholders'
shares from time to time in the over-the-counter market, in negotiated
transactions, or otherwise. These broker\dealers, if any, may receive
compensation in the form of discounts, concessions or commissions from the
selling stockholders and/or the purchaser for whom which broker-dealers may act
as agents or to whom they may sell as principals or both, which compensation as
to a particular broker-dealer may be in excess of customary commissions.
The selling stockholders and broker-dealers, if any, acting in
connection with these sales might be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act. Any commission they receive and
any profit upon the resale of the securities might be deemed to be underwriting
discounts and commissions under the Securities Act.
Sales of any shares of common stock by the selling stockholders may
depress the price of the common stock in any market that may develop for the
common stock.
The following table sets forth information known to us regarding
ownership of our common stock by each of the selling stockholders as of December
20, 1999 and as adjusted to reflect the sale of shares offered by this
prospectus. None of the selling stockholders has had any position with, held any
office of, or had any other material relationship with us during the past three
years.
We believe, based on information supplied by the following persons,
that the persons named in this table have sole voting and investment power with
respect to all shares of common stock which they beneficially own. The last
column in this table assumes the sale of all of our shares offered in this
prospectus.
<TABLE>
<CAPTION>
Shares Owned Common Stock Shares Owned
Names of Selling Prior to Offering Offered by After Offering
Stockholders Number Beneficial Owner Number Percent
- ------------ ------ ---------------- ------ -------
<S> <C> <C> <C> <C>
Izchk Ficher 58,190 58,190 0 0
Avraham Goldberg 36,592 36,592 0 0
Shay Cohen 15,048 15,048 0 0
Jeff Bermen 7,111 7,111 0 0
SMS Holdings, Inc. 20,952 20,952 0 0
Leonard Cuku 33,334 33,334 0 0
</TABLE>
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SHARES ELIGIBLE FOR FUTURE SALE
Prior to this offering, there has been no public market for our common
stock. Future sales of substantial amounts of common stock in the public market,
or the availability of shares for sale, could adversely affect the prevailing
market price of our common stock and our ability to raise capital through an
offering of equity securities. As of the date of this prospectus, we have
approximately 13 holders of our common stock.
Upon completion of this offering, we will have 4,946,228 shares of
common stock outstanding. After the offering, 2,421,227 of the 4,946,228 shares
of common will be immediately tradeable without restriction under the Securities
Act, except for any shares purchased by an "affiliate" of ours, as that term is
defined in the Securities Act. Affiliates will be subject to the resale
limitations of Rule 144 under the Securities Act.
We issued the remaining 2,525,000 shares of common stock in private
transactions in reliance upon one or more exemptions contained in the Securities
Act. These shares will be deemed "restricted securities" as defined in Rule 144.
These restricted securities have been held for more than one year as of the date
of this prospectus. Therefore, all of these shares will be eligible for public
sale beginning 90 days after the date of this prospectus in accordance with the
requirements of Rule 144, subject to the lock-up agreements described below.
In general, under Rule 144, a stockholder, or stockholder whose shares
are aggregated, who has beneficially owned "restricted securities" for at least
one year will be entitled to sell an amount of shares within any three month
period equal to the greater of:
o 1% of the then outstanding shares of common stock, or
o the average weekly trading volume in the common stock during the four
calendar weeks immediately preceding the date on which notice of the
sale is filed with the commission, provided certain requirements are
satisfied.
In addition, our affiliates must comply with additional requirements of
Rule 144 in order to sell shares of common stock, including shares acquired by
affiliates in this offering. Under Rule 144, a stockholder who had not been our
affiliate at any time during the 90 days preceding a sale by him, would be
entitled to sell those shares without regard to the Rule 144 requirements if he
owned the restricted shares of common stock for a period of at least two years.
Any of the transactions described in this paragraph may result in the
maintenance of the prices of the shares of common stock at a level above that
which might otherwise prevail in the open market. None of the transactions
described in this paragraph is required, and, if they are undertaken, they may
be discontinued at any time.
25
<PAGE>
The foregoing is a summary of the principal terms of the agreements
described above and does not purport to be complete. Reference is made to a copy
of each agreement that is filed as an exhibit to the registration statement of
which this prospectus is a part.
LEGAL MATTERS
The validity of the common stock being offered in this prospectus will
be passed upon for us by Silverman, Collura & Chernis, P.C.
EXPERTS
Citrin Cooperman & Company, LLP, independent certified accountants,
have audited our financial statements included in this registration statement
for the year ended December 31, 1998. Their report appears elsewhere in this
prospectus. The financial statements have been included in reliance upon that
report and upon the authority of the firm as experts in accounting and auditing.
We have not authorized any dealer, salesperson or other person to give
any information or represent anything not contained in this prospectus. You must
not rely on any unauthorized information. This prospectus does not offer to sell
or buy any shares in any jurisdiction where it is unlawful. The information in
this prospectus is current only as of the date of this prospectus.
AMERICOM NETWORKS INTERNATIONAL, INC.
Until _____________, 2000 (25 days after the date of this prospectus)
all dealers that buy, sell or trade these securities, whether or not
participating in this offering, may be required to deliver a prospectus. This is
in addition to the dealers' obligation to deliver a prospectus when acting as
underwriters and with respect to their unsold allotments or subscriptions.
26
<PAGE>
AMERICOM NETWORKS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 1998
<PAGE>
AMERICOM NETWORKS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
FOR THE YEAR ENDED DECEMBER 31, 1998
TABLE OF CONTENTS
Page No.
Independent Auditors' Report F-1
Financial Statements:
Balance Sheet F-2
Statements of Operations and
Accumulated Deficit F-3
Statement of Cash Flows F-4
Notes to Financial Statements F-5 - F-11
<PAGE>
INDEPENDENT AUDITORS' REPORT
Board of Directors and Stockholders
Americom Networks International, Inc.
We have audited the accompanying balance sheet of Americom Networks
International, Inc. (a development stage company) as of December 31, 1998, and
the related statements of operations and accumulated deficit and cash flows for
the year 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 audit 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 that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Americom Networks
International, Inc. as of December 31, 1998, and the results of its operations
and its cash flows for the year then ended in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 8 to the
financial statements, the Company has no established source of revenue. This
raises substantial doubt about its ability to continue as a going concern.
Management's plans regarding those matters also are described in Note 8. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
------------------------------------
CERTIFIED PUBLIC ACCOUNTANTS
March 31, 1999, except as to
Note 8, which is dated as
at June 10, 1999
F-1
<PAGE>
AMERICOM NETWORKS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
ASSETS
------
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
------------- ------------
(unaudited)
Current assets:
<S> <C> <C>
Cash and cash equivalents $ 52,461 $ 45,886
Prepaid expenses -- 28,232
Other current assets 6,540 6,017
----------- -----------
Total current assets 59,001 80,135
----------- -----------
Property and equipment:
At cost - net of accumulated depreciation
of $94,453 in 1998 -- 346,858
----------- -----------
Other assets:
Security deposits -- 109,567
Investment in Typereader 200,000 --
Organization costs net of accumulated
amortization of $1,341 in 1998 and $4,023 in 1999 12,069 14,751
----------- -----------
Total other assets 212,069 124,318
----------- -----------
TOTAL ASSETS $ 271,070 $ 551,311
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
----------------------------------------------
Current liabilities:
Accounts payable, accrued expenses
and sundry liabilities $ 348,839 $ 185,789
Loans payable 20,000 251,138
----------- -----------
Total current liabilities 368,839 436,927
----------- -----------
Stockholders' equity (deficit):
Common stock - par value $.001 per share
authorized 50,000,000 shares; issued and
outstanding 5,185,000 shares in 1998
and 4,946,228 in 1999 4,946 5,185
Additional paid in capital 2,001,801 1,027,725
Accumulated deficit (2,104,516) (918,526)
----------- -----------
Total stockholders' equity (deficit) (97,769) 114,384
----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT) $ 271,070 $ 551,311
=========== ===========
</TABLE>
See accompanying notes to financial statements.
F-2
<PAGE>
AMERICOM NETWORKS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS ACCUMULATED DEFICIT
<TABLE>
<CAPTION>
Three Months Nine Months Year Ended
Ended September 30, Ended September 30, December 31,
1999 1999 1998
------------------- --------------- -------------
(unaudited) (unaudited)
<S> <C> <C> <C>
Revenue $ 3,500 $ 236,685 $ 2,415
Direct expenses 35,317 541,141 314,253
----------- ----------- -----------
Direct loss (31,817) (304,456) (311,838)
----------- ----------- -----------
Operating expenses:
Selling, general and administrative 146,554 474,320 439,104
Depreciation and amortization -- 89,624 65,794
----------- ----------- -----------
Total operating expenses 146,554 563,944 504,898
----------- ----------- -----------
Loss before other income
and provision for taxes (178,371) (868,400) (816,736)
Loss on write down/sale of assets (304,404) (316,910) (96,667)
Other income -- 380 577
----------- ----------- -----------
Loss before provision for taxes (482,775) (1,184,930) (912,826)
Provision for taxes -- 1,060 700
----------- ----------- -----------
Net loss (482,775) (1,185,990) (913,526)
Accumualted deficit - beginning (1,321,741) (918,526) (5,000)
----------- ----------- -----------
ACCUMULATED DEFICIT - ENDING $(1,804,516) $(2,104,516) $ (918,526)
=========== =========== ===========
Net loss per share $ (0.10) $ (0.23) $ (0.28)
=========== =========== ===========
Weighted average shares outstanding 4,946,228 5,146,462 3,245,417
=========== =========== ===========
</TABLE>
See accompanying notes to financial statements.
F-3
<PAGE>
AMERICOM NETWORKS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
Nine Months Year Ended
Ended September 30, December 31,
1999 1998
------------------- ------------
Operating activities: (unaudited)
<S> <C> <C>
Net loss $(1,185,990) $ (913,526)
Adjustments to reconcile net loss to
net cash used by operating activities:
Depreciation and amortization 89,624 65,794
Write down/sale of assets 316,910 96,667
Reduction of impairment provision 50,000 --
Changes in assets and liabilities:
Prepaid expenses 28,232 (28,232)
Other current assets (523) (6,017)
Security deposits 109,567 (109,567)
Accounts payable, accrued expenses and
sundry liabilities 163,050 180,789
Organization expenses -- (16,092)
----------- -----------
Net cash used by operating activities (429,130) (730,184)
----------- -----------
Investing activities:
Investment in Typereader (250,000) --
Proceeds on sale of assets 19,200 --
Purchase of property and equipment (76,194) (441,311)
----------- -----------
Net cash used by investing activities (306,994) (441,311)
----------- -----------
Financing activities:
Proceeds from loan payable 20,000 251,138
Principal payments on equipment obligations -- (66,667)
Proceeds from issuance of common stock 722,799 1,032,910
Purchase of common stock (100) --
----------- -----------
Net cash provided by financing activities 742,699 1,217,381
----------- -----------
Increase in cash and cash equivalents 6,575 45,886
Cash and cash equivalents - beginning 45,886 --
----------- -----------
CASH AND CASH EQUIVALENTS - ENDING $ 52,461 $ 45,886
=========== ===========
Supplemental cash flow information:
Cash paid during the period for:
Interest $ -- $ 1,501
</TABLE>
See accompanying notes to financial statements.
F-4
<PAGE>
AMERICOM NETWORKS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
Note 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------
Organization
Americom Networks International, Inc. (the "Company") was
incorporated in the State of Florida to engage principally in
the business of developing telecommunications systems which it
is marketing to high-volume users for their use or resale. The
Company's services are marketed throughout the world.
The Company currently has not generated significant revenues
and in accordance with SFAS #7 is considered a development
stage company.
Operations for the year ended December 31, 1998 primarily
represent the activity from July 1, 1998. Prior to that date
the Company was inactive.
Use of Estimates
The preparation of financial statements 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 revenue and expenses during the
reporting period Actual results could differ from those
estimates.
Property and equipment
Property and equipment is recorded at cost. Expenditures for
major additions and betterment's are capitalized. Maintenance
and repairs are charged to operations as incurred.
Depreciation of property and equipment is computed by both
straight-line and accelerated methods over the assets'
estimated lives ranging from three to seven years. Leasehold
improvements are amortized over the lesser of the lease terms
or the assets' useful lives. Upon sale or retirement of plant
and equipment, the related cost and accumulated depreciation
are removed from the accounts and any gain or loss is
reflected in operations.
Cash Equivalents
The Company considers highly liquid investments with original
maturities of three months or less to be cash equivalents.
Earnings Per Share
Basic and diluted loss per share is based on the average
number of shares of common stock outstanding during each
period. Since the Company has experienced net operating
losses, outstanding options and warrants to purchase common
stock have an antidilutive effect. Therefore, such options and
warrants were not included in the diluted loss per share
calculation.
F-5
<PAGE>
AMERICOM NETWORKS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
Note 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Organization Costs
The Company incurred organization costs of $16,092 consisting
of legal fees, which are deferred and amortized by the
straight-line method over a period of sixty months.
Revenue Recognition
Revenues are recognized as earned when the telecommunications
are provided.
Advertising Expenses
Advertising expenses are charged to operations in the period
in which they are incurred. Advertising expenses for the year
ended December 31, 1998 was $4,930.
Note 2 - CONCENTRATION OF CREDIT RISK
The Company maintains cash balances at one bank. Accounts at
this institution are insured by the Federal Deposit Insurance
Corporation up to $100,000.
The Company maintains cash balances in money market funds.
Such balances are not insured.
Note 3 - PROPERTY AND EQUIPMENT
As at December 31, 1998 property and equipment consisted of:
Furniture and fixtures $ 4,513
Technical equipment 396,716
Computer equipment 24,722
Computer software 5,500
Telephone equipment 9,860
--------
441,311
Less: accumulated depreciation (94,453)
--------
Total $346,858
========
At December 31, 1998 the Company recorded a loss of $50,000 on
the write down on the impairment of property and equipment.
For the nine months ended September 30, 1999 the Company had a
loss of $256,910 on the sale and write off of assets after a
reduction on the impairment loss of $50,000. As at September
30, 1999 all property and equipment had been completely
written off.
F-6
<PAGE>
AMERICOM NETWORKS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
Note 4 - LOANS PAYABLE
The Company obtained bridge financing under a loan payable at
December 31, 1998 which was subsequently converted to 58,190
shares of common stock at a price of $5.25 per share or a
total of $305,497, including an additional amounts of
approximately $54,000, which was loaned in January, 1999. No
interest was payable on the loan prior to the conversion.
Note 5 - EQUIPMENT OBLIGATION
The Company financed its acquisition of certain technical
equipment under a capital lease obligation payable in monthly
installments of $33,333 per month, which includes no interest
and, maturing on October 1, 1999. The obligation is secured by
the equipment with a book value of $380,000 at December 31,
1998. The obligation balance at December 31, 1998 is $333,333.
The equipment was terminated by the lessor subsequent to
December 31, 1998 and the Company recorded a loss of
approximately $46,600 on the transactions which has been
reflected in the accompanying financial statements.
Note 6 - COMMON STOCK
On March 1, 1998, the Company issued 5,000 shares of its $1.00
par value common stock for services of $5,000.
On May 5, 1998 the State of Florida approved the Company's
restated articles of Incorporation, which increased its
capitalization from 7,500 common shares to 50,000,000 common
shares. The par value was changed from $1.00 to $.001.
On May 5, 1998 the Company forward split its common stock
200:1 thus increasing the number of outstanding common shares
from 5,000 shares to 1,000,000 shares.
On June 2, 1998 the Company issued 2,910,000 shares of its
$.001 par value common stock at $.001 per share for cash of
$2,910. Also on the same date, the Company completed a private
placement of 1,000,000 shares at $.25 per share or $250,000.
On July 8, 1998 warrants were exercised at $3.00 per share for
250,000 shares of its $.001 par value common stock for cash of
$750,000.
F-7
<PAGE>
AMERICOM NETWORKS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
Note 6 - COMMON STOCK (CONTINUED)
On October 1, 1998, 25,000 shares of its $.001 par value
common stock was issued to the one of the members of the
Company's board of directors as compensation at a value of
$1.00 per share.
<TABLE>
<CAPTION>
Common Stock Additional
Shares Amount Paid-In Capital
------ ------ ---------------
<S> <C> <C> <C>
Balance January 1, 1998 5,000 $5,000 $ --
May 5, 1998 changed par value
from $1.000 to $.001 -- (4,995) 4,995
May 5, 1998 forward stock split
200:1 995,000 995 (995)
June 2, 1998 issued for cash 2,910,000 2,910 --
June 2, 1998
Issued for cash 1,000,000 1,000 249,000
July 8, 1998 issued for cash 250,000 250 749,750
October 1, 1998 issued for
services 25,000 25 24,975
---------- ---------- ----------
Balance December 31, 1998 5,185,000 5,185 1,027,725
Conversion of debt at $5.25 per
share 58,190 58 305,439
Issued for cash at $5.25 per
share 79,704 80 418,360
Issued for cash at $7.50 per
share 33,334 33 249,967
Return and cancellation of shares (410,000) (410) 310
---------- ---------- ----------
Balance September 30, 1999
(unaudited) 4,946,228 $4,946 $2,001,801
========== ========== ==========
</TABLE>
Note 7 - COMMITMENTS AND CONTINGENCIES
The Company leases office space under a operating lease
expiring in the year 2003. The future minimum lease payments,
excluding escalation charges are as follows:
Year ending December 31,
1999 $108,050
2000 108,050
2001 108,050
2002 108,050
2003 55,150
--------
$487,350
========
F-8
<PAGE>
AMERICOM NETWORKS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
Note 7 - COMMITMENTS AND CONTINGENCIES (CONTINUED)
Total rent expense charged to operations for the year ended
December 31, 1998 was approximately $51,100.
Consulting Agreements
Pursuant to a consulting agreement, the Company is obligated
to pay consulting fees to a consultant whose purpose is to
provide advisory consulting services relating to the
development and implementation of the Company's International
network. The consulting agreement is for a one year period
which will automatically renew for successive one year
periods, unless terminated by either party.
Future minimum consulting fees under a noncancellable
agreement as of December 31, 1998 are as follows:
Year ending December 31,
1999 $39,000
=======
Total consulting expense charged to operations for the year
ended December 31, 1998 amounted to $39,000.
Employment Agreement
Pursuant to an employment agreement dated May 25, 1998, the
Company is obligated to pay compensation to its President and
CEO for a period of three years from date of the Agreement.
Future minimum compensation under an agreement as of December
31, 1998 is as follows:
Year ending December,
1999 $104,000
2000 104,000
2001 43,333
--------
$251,333
========
The employment agreement calls for additions to the base
salary of $25,000 per annum for each additional commercially
usable linkage established by the employee. There is a cap of
$260,000 on total compensation for the year. The President was
terminated in May 1999 and the Company feels that it is under
no obligation to pay any additional compensation under the
agreement subsequent to the termination date. Management
believes that the 100,000 shares of the Company's common stock
owned by the President will be repurchased by the Company for
$100. There can be no assurance that the former President will
agree to these matters or that no litigation will result due
to the termination. In June, 1999 the $100 was paid and the
shares returned and cancelled.
F-9
<PAGE>
AMERICOM NETWORKS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
Note 7 - COMMITMENTS AND CONTINGENCIES (CONTINUED)
Facility Costs
Pursuant to various agreements, the Company was obligated to
pay rent, maintenance and management fees for several
locations where the Company has established telecommunication
linkage. Future minimum payment through December 31, 1999
under non-cancelable agreements as of December 31, 1998 were
$220,000. Subsequent to December 31, 1998 the Company reduced
these commitments to approximately $84,000.
The various agreements also call for line charge and equipment
charges based on useage.
Note 8 - GOING CONCERN
As discussed in Notes 3, 5 and 7, certain events have occurred
subsequent to December 31, 1998 which have further hindrance
the Company's ability to generate operations.
The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. At
December 31, 1998 the Company has a working capital deficiency
of $356,792. The Company also has no current source of
significant revenue. The Company's ability to continue as a
going concern is dependent on its ability to generate revenues
and to obtain sufficient capital until such time as it is able
to generate revenues. Management has entered into negotiations
to provide direct long distance service through a joint
venture with another company. In addition, the Company has a
letter of intent to merge with another company to provide
financing. There can be no assurance that these plans will be
successful or that the Company will be able to continue as a
going concern.
Note 9 - SUBSEQUENT EVENT (UNAUDITED)
On July 2, 1999 the Company entered into an agreement to
acquire Typereader, Ltd. ("Typereader") an Israeli corporation
by exchanging 400,000 shares of the Company's common stock for
all of the issued and outstanding shares of Typereader. In
addition, the agreement provides for the Company to invest
$1,500,000 in Typereader which shall be paid $250,000 upon
execution of the agreement and the balance, $1,250,000, paid
in six equal quarterly installments commencing September 1,
1999. If at any time prior to the payment in full of the
$1,500,000 the closing price of the Company's common stock for
10 consecutive days falls below $2.00 per share then
Typereader shall have the option to rescind the agreement.
F-10
<PAGE>
AMERICOM NETWORKS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
Note 9 - SUBSEQUENT EVENT (UNAUDITED) (CONTINUED)
The unaudited pro forma financial information set forth below
has been prepared to reflect the effects on the historical
results of the Company of i) the exchange of 400,000 shares of
the Company's common stock for all the outstanding shares of
Typereader, ii) the investment of $1,500,000 in Typereader and
iii) the amortization of the excess of cost over the net
assets upon the acquisition of Typereader by the Company.
The unaudited pro forma consolidated balance sheet has been
prepared as if the transaction occurred on March 31, 1999, and
the unaudited proforma consolidated statements of operations
have been prepared as if the tranaction occurred on January 1,
1997. The pro forma financial information set forth below is
unaudited and not necessarily indicative of the results that
would actually have occurred if the transactions had been
consummated as of March 31, 1999 or January 1, 1997, or the
results which may be obtained in the future.
The pro forma adjustments, as described in the notes to the
unaudited pro forma consolidated balance sheet and notes to
the unaudited pro forma consolidated statements of operations
are based on available information and upon certain
assumptions that management believes are reasonable. The
unaudited pro forma financial information should be read in
conjunction with the historical financial statements of the
Company and Typereader, Ltd., inlcuding the related notes
thereto contained herein.
F-11
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
SEC Registration Fee $ 71.40
OTC Filing Fee $ 2,000*
Printing and Engraving Expenses $ 10,000*
Legal Fees and Expenses $ 50,000*
Accounting Fees and Expenses $ 10,000*
Transfer Agent's Fees and Expenses $ 2,500*
Blue Sky Fees and Expenses $ 2,000*
Miscellaneous Expenses $ 2,000*
----------
TOTAL $ 78,571.40*
*Estimated
The Selling Stockholders will not pay any portion of the foregoing
expenses of issuance and distribution.
ITEM 25. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Americom's Certificate of Incorporation, as amended and Amended Bylaws
limit the liability of directors and officers to the maximum extent permitted by
Delaware law. Delaware law provides that directors of a corporation will not be
personally liable for monetary damages for breach of their fiduciary duties as
directors, including gross negligence, except liability for (i) breach of the
directors' duty of loyalty; (ii) acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of the law, (iii) the
unlawful payment of a dividend or unlawful stock purchase or redemption, and
(iv) any transaction from which the director derives an improper personal
benefit. Delaware law does not permit a corporation to eliminate a director's
duty of care, and this provision of Americom's Certificate of Incorporation has
no effect on the availability of equitable remedies, such as injunction or
rescission, based upon a director's breach of the duty of care.
Americom is planning to enter into indemnification agreements with each
of its current and future directors and officers which provide for
indemnification of, and advancing of expenses to, such persons to the greatest
extent permitted by Delaware law, including by reason of action or inaction
occurring in the past and circumstances in which indemnification and the
advancing of expenses are discretionary under Delaware law.
Americom's Certificate of Incorporation authorizes Americom to purchase
and maintain insurance for the purposes of indemnification. Americom intends to
apply for directors' and officers'
<PAGE>
insurance, although there can be no assurance that Americom will be able to
obtain such insurance on reasonable terms, or at all.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of Americom
pursuant to the foregoing provisions, or otherwise, Americom has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
Corporation Takeover Provisions
Section 203 of the Delaware General Corporation Law
Americom is subject to the provisions of Section 203 of the Delaware
General Corporation Law ("Section 203"). Under Section 203, certain "business
combinations" between a Delaware corporation whose stock generally is publicly
traded or held of record by more than 2,000 stockholders and an "interested
stockholder" are prohibited for a three-year period following the date that such
stockholder became an interested stockholder, unless (i) the corporation has
elected in its original certificate of incorporation not to be governed by
Section 203 (Americom did not make such an election) (ii) the business
combination was approved by the Board of Directors of the corporation before the
other party to the business combination became an interested stockholder (iii)
upon consummation of the transaction that made it an interested stockholder, the
interested stockholder owned at least 85% of the voting stock of the corporation
outstanding at the commencement of the transaction (excluding voting stock owned
by directors who are also officers or held in employee benefit plans in which
the employees do not have a confidential right to render or vote stock held by
the plan) or, (iv) the business combination was approved by the Board of
Directors of the corporation and ratified by two-thirds of the voting stock
which the interested stockholder did not own. The three-year prohibition also
does not apply to certain business combinations proposed by an interested
stockholder following the announcement or notification of certain extraordinary
transactions involving the corporation and a person who had not been an
interested stockholder during t he previous three years or who became an
interested stockholder with the approval of the majority of the corporation's
directors. The term "business combination" is defined generally to include
mergers or consolidations between a Delaware corporation and an "interested
stockholder," transactions with an "interested stockholder" involving the assets
or stock of the corporation or its majority-owned subsidiaries and transactions
which increase an interested stockholder's percentage ownership of stock. The
term "interested stockholder" is defined generally as a stockholder who,
together with affiliates and associates, owns (or, within three years prior, did
own) 15% or more of a Delaware corporation's voting stock. Section 203 could
prohibit or delay a merger, takeover or other change in control of Americom and
therefore could discourage attempts to acquire Americom.
II-2
<PAGE>
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES
Common Stock.
On March 1, 1998, we issued 5,000 shares valued at $5,000 for certain
services rendered to an affiliate of ours. Subsequently, we forward split these
shares at 200 to 1 on May 5, 1998, to 1,000,000.
On June 2, 1998, we issued 2,910,000 shares of our common stock in
consideration of $2,910. We also completed a private placement for the sale of
1,000,000 shares at an offering price of $0.25 per share for total proceeds of
$250,000 to accredited investors.
On October 1, 1998, 25,000 shares of our common stock were issued to an
affiliate of ours for services rendered in connection with certain consulting
services.
Warrants.
In February 1998, we issued warrants to purchase 58,152 shares of
common stock at an exercise price of $5.25 per share exercisable before December
31, 1999 to a non-affiliate.
In June of 1998, we issued warrants to purchase 250, 000 shares of our
common stock at an exercise price of $3.00 per share exercisable before December
31, 1998 to a non-affiliate. On July of 1998,the 58,152 and the 250,000 warrants
to purchase shares of our common stock were exercised by the holder of the
warrants in consideration of $750,000.
No information about Americom was given to accredited individuals, but
they were provided with the opportunity to review our corporate records.
All of the above securities were issued pursuant to an exemption under
Section 4(2) of the Securities Act or pursuant to Regulation D of the Securities
Act.
II-3
<PAGE>
<TABLE>
<CAPTION>
ITEM 27. EXHIBITS
Exhibit No. Description
<S> <C> <C>
3.1 Certificate of Incorporation of Registrant, as amended
3.2* By-laws of Registrant, as amended
4.1* Specimen certificate representing Registrant's Common Stock
5.1* Opinion of Silverman, Collura & Chernis, P.C. with respect
to legality of the securities of the Registrant being registered
23.1* Consent of Silverman, Collura & Chernis, P.C. (included
in Exhibit 5.1)
23.2 Consent of Citrin, Cooperman & Company, LLP.
24.1 Power of Attorney (set forth on signature page of the Registration
Statement)
27 Financial Data Schedule
b. Financial Statement Schedules.
None
* To be filed by Amendment
</TABLE>
ITEM 28. UNDERTAKINGS.
(a) Rule 415 Offerings.
The undersigned issuer hereby undertakes that it will:
(1) File, during any period in which it offers or sells
securities, a post-effective amendment to this Registration Statement to:
II-4
<PAGE>
(i) Include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) Reflect in the prospectus any facts or events
which, individually or together, represent a
fundamental change in the information in the
Registration Statement; and
(iii) Includes any additional or changed material
information on the plan of distribution.
provided, however, the paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information required
in a post-effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) For determining liability under the Securities Act, treat
each post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.
(3) File a post-effective amendment to remove from
registration any of the securities that remain unsold at the end of the
offering.
(b) Request for acceleration of effective date.
(1) Insofar as indemnification for liabilities arising under
the Securities Act, may be permitted to directors, officers and controlling
persons of the small business issuer pursuant to the foregoing provisions, or
otherwise, the issuer has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the issuer of expenses incurred or paid by a director, officer or controlling
person of the issuer in the successful defense of any action, suit or
proceedings) is asserted by such director, officer or controlling person in
connection with the securities being registered, the issuer will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such court.
(2) For determining liability under the Securities Act, treat
the information in the form of prospectus filed as part of this registration
statement in reliance upon Rule 430A and contained in the form of prospectus
file by the small business issuer under rule 424(b)(1), or (4) or 457(h) under
the Securities Act as part of this registration statement as at the time the
Commission declares it effective.
(3) For determining any liability under the Securities Act,
treat each post-effective amendment that contains a form of prospectus as a new
registration statement for the securities
II-5
<PAGE>
offered in the registration statement, and that offering of the securities at
that time as the initial bona fide offering of those securities.
II-6
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing this Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of New
York, State of New York, on December 20, 1999.
AMERICOM NETWORKS INTERNATIONAL, INC.
By: /s/ Dominick Zappia
--------------------------------
Dominick Zappia, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in their
respective capacities with Americom Networks International, Inc. on the dates
indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Dominick Zappia Principal Executive Officer,
- ------------------- Principal Financial Officer and December 20, 1999
Dominick Zappia Director
/s/ Ael Apelboim Director December 20, 1999
- ----------------
Ael Apelboim
</TABLE>
* Dominick Zappia as attorney-in-fact
Exhibit 3.1
CERTIFICATE OF INCORPORATION
OF
SEA GREEN, INC.
ARTICLE I
The name of this corporation is Sea Green, Inc.
ARTICLE II
GENERAL NATURE OF BUSINESS
The general nature of this business shall be that of the investment and
ownership of shares of stock in various active businesses and other related and
incidental functions, and the objects and purposes proposed to be transacted and
carried on are to do any and all of the things hereinmentioned, as fully and to
the same extent as natural persons might or could do, viz:
(A) to improve, buy sell, exchange, mortgage, rent, lease, invest in,
build, erect, equip, maintain, deal in and with, dispose of, manage and operate
real property, both improved and unimproved, and personal property of whatsoever
nature or kind, as owner, agent, factor, or broker; to build, construct and
alter houses, buildings and structures of whatsoever nature of kind, and to
develop real property generally, to loan money upon real and personal property
and to take mortgages and bonds, and assignments of mortgages and bonds upon
real and personal property of whatsoever nature or kind; and to borrow money
thereon by mortgage or otherwise; to buy, sell and deal in bonds and loans
secured by mortgages or other liens on real property or personal property of all
kinds and description.
(B) To purchase, manufacture, acquire, hold, own, mortgage, hypothecate,
pledge, lease, sell, assign, transfer, invest in, trade in, deal in, borrow and
lend money upon goods, wares, merchandise and real and personal property of
every kind and description.
(C) To act as agent, broker or attorney in fact for any persons, firms or
corporations in buying, selling and dealing in real or personal property of
whatsoever nature or kind and any
FILED
1998 JUL-22 AM 11:37
SECRETARY OF STATE
TALLAHASSEE, FLORIDA
<PAGE>
and every estate and interest therein, and choses in action and secured thereby,
judgments resulting therefrom, and other personal property collateral thereto,
in making or obtaining loans upon such property, in supervising, managing and
protecting such property and loans and all interest in and claims affecting the
same, in effecting insurance against fire and all other risks thereon, and in
managing and conducting any legal actions, proceedings and business relating to
any of the purposes hereinmentioned or referred to; to register mortgages and
deeds of trust of real property or chattels real and all other securities
collateral thereto; to investigate and report upon the credit and financial
solvency and sufficiency of borrowers and sureties upon such securities; and to
transact all or any other business which may be necessary or incidental or
proper to the exercise of any or all of the purposes of the corporation.
(D) To subscribe for, purchase, invest in, hold, own, assign, pledge, and
otherwise dispose of shares of capital stock, bonds, mortgages, debentures,
notes and other securities, obligations, contracts and evidences of indebtedness
of any persons, firms, associations, or other corporations, whether domestic or
foreign, and to exercise in respect of any such shares of stocks, bonds, and
other securities, any and all rights, powers and privileges of individual
ownership, including the right to vote thereon, to issue bonds and other
obligations, and to secure the same by pledging or mortgaging the whole or any
part of the property of the company, and to sell such bonds and other
obligations for proper corporate purposes, and to do any and all acts and things
tending to increase the value of the property at any time held by the company.
(E) To acquire, hold, undertake and fully exploit the good will, property,
rights, franchises, and assets of every kind, and the liabilities of any person,
firm, association or corporation, either wholly or partly, and to pay for the
same in cash, stocks or bonds of the Company or otherwise.
2
<PAGE>
(F) To borrow money and contract debts when necessary in the purchase or
acquisition of real, personal and intangible property, business rights or
franchises, or for additional working capital, or for any other object in or
about its business or affairs and without limit as to amount, to incur debt and
to raise, borrow and secure the payment of money in any lawful manner, including
the issue and sale or other disposition of bonds, warrants, debentures,
obligations, negotiable and transferable instruments and evidences of
indebtedness of all kinds, whether secured by mortgage, pledge, deed of trust or
otherwise.
(G) In any manner to acquire, enjoy, utilize and to dispose of patents,
copyrights, trademarks, and any license or other rights or interest therein and
thereunder.
(H) To conduct business and operations and to have one or more offices and
hold, purchase, mortgage, lease, dispose of, deal in, and convey real and
personal property without restrictions in this state and in any other of the
several states, territories, possessions, and dependencies of the United States,
the District of Columbia, and in any and all foreign countries.
(I) To purchase or otherwise acquire, become interested in, deal in and
with, invest in, hold, pledge, sell, mortgage, lend money on, exchange or
otherwise dispose of, or turn to account or realize upon as owner, agent,
broker, or factor, all forms of securities, including stocks, bonds, debentures,
mortgages, notes, evidences of indebtedness, leases, options, certificates of
interest, participation certificates, voting trust certificates evidencing
shares of or interest in common law trusts, trusts and trust estates or
associations, certificates of trust or beneficial interest in trusts, mortgages,
contracts and other instruments, securities and rights; to investigate and
report with respect to, and to undertake, carry on, aid, assist or participate
in the organization, liquidation or reorganization of financial, commercial,
mercantile, manufacturing, industrial
3
<PAGE>
or other business concerns, firms, associations and corporations; to institute,
participate in or promote commercial, mercantile, financial and industrial
enterprises and operations.
(J) To engage in and carry on any advertising business in connection with
property of any nature, owned, leased or otherwise acquired by this corporation,
as principal or agent, with powers to let contracts for any such advertising,
and to make and carry out contracts of every kind and nature that may be
conducive to the accomplishment of any purposes of the corporation.
(K) To do any and all things, and everything necessary and proper for the
accomplishment of the objects enumerated in this Certificate of Incorporation or
any amendment thereto necessary and incidental to the protection and benefit of
the corporation, and in general to carry on any lawful business necessary or
incidental to the attainment of the objects of the corporation, whether or not
such business is similar in nature to the objects set forth herein, it being
understood that the enumeration of specific powers in this Certificate of
Incorporation shall not be deemed to be exclusive, but all other lawful powers
conferred by the statutes of the State of Florida are hereby included.
ARTICLE III
The capital stock of this corporation shall be 7,500 shares of $1.00 par
value. All of said stock shall be payable in cash, property, real or personal,
labor or services in lieu of cash, at a just valuation to be fixed by the Board
of Directors of this corporation.
ARTICLE IV
PREEMPTIVE RIGHTS
Every shareholder, upon the sale for cash of any new stock of this
corporation of the same kind, class or series as that which he already holds,
shall have the right to purchase his pro rata share thereof (as nearly as may be
done without issuance of fractional shares) at the price at which it is offered
to others.
4
<PAGE>
ARTICLE V
DURATION
This corporation shall exist perpetually unless sooner dissolved
according to law.
ARTICLE VI
INITIAL PRINCIPAL OFFICE AND AGENT
The street address of the initial principal office of this corporation
is 1320 South Dixie Highway, Suite 900, Coral Gables, Florida 33146, and the
name and address of the initial registered agent of this corporation is Marc A.
Kuperman, Esquire, MARC A. KUPERMAN, P.A., 1320 South Dixie Highway, Coral
Gables, Florida 33146.
ARTICLE VII
INITIAL BOARD OF DIRECTORS
This corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time by the By-Laws
but shall never be less than one. The name and address of the initial director
of this corporation is:
Ms. Fatima Silva
100 Elm Street
Providence, Rhode Island 02903
ARTICLE VIII
INCORPORATOR
The name and address of the person signing these Articles is:
Ms. Fatima Silva
100 Elm Street
Providence, Rhode Island 02903
ARTICLE IX
AMENDMENT
This corporation reserves the right to amend or repeal any provisions
contained in this Certificate of Incorporation, or any amendment hereto, and any
right conferred upon the shareholders
5
<PAGE>
is subject to this reservation.
/s/Fatima Silva
--------------------
Fatima Silva, Subscriber
STATE OF RHODE ISLAND )
ss:
COUNTY OF PROV. )
Before me, a Notary Public authorized to take acknowledgements in the
state and county set forth above, personally appeared Fatima Silva, known to me
and known by me to be the person who executed the foregoing Certificate of
Incorporation, and the acknowledged before me that she executed the Certificate
of Incorporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal, in the state and county aforesaid, this 19 day of July, 1988.
/s/ ILLEGIBLE
------------------------------------
Notary Public, State of Rhode Island
By commission expires: 6-30-91
Having been named to accept service of process for the above named corporation,
at place designated in these Articles, I hereby accept to act in this capacity
and agree to comply with the provision of said Act relative to keeping open said
office.
By: /s/ Marc A. Kuperman
-------------------------
Marc A. Kuperman, Esquire
Resident Agent
FILED
1998 JUL-22 AM 11:37
SECRETARY OF STATE
TALLAHASSEE, FLORIDA
6
<PAGE>
FILED
98 MAY-5 PM 2:17
SECRETARY OF STATE
TALLAHASSEE, FLORIDA
ARTICLES OF AMENDMENT TO
SEA GREEN, INC.
THE UNDERSIGNED, being the sole director and president of Sea Green, Inc.,
does hereby amend the Articles of Incorporation of Sea Green, Inc., as follows:
ARTICLE I
CORPORATE NAME
The name of the Corporation shall be Sea Green, Inc.
ARTICLE II
PURPOSE
The Corporation shall be organized for any and all purposes authorized
under the laws of the State of Florida.
ARTICLE III
PERIOD OF EXISTENCE
The period during which the Corporation shall continue is perpetual.
ARTICLE IV
SHARES
The capital stock of this corporation shall consist of 50,000,000 shares
of common stock, $.001 par value.
ARTICLE V
PLACE OF BUSINESS
The address of the principal place of business of this corporation in the
State of Florida shall be 7695 S.W. 104th Street, Suite 210, Miami, FL 33156.
The Board of Directors may at any time and from time to time move the principal
office of this corporation.
ARTICLE VI
DIRECTORS AND OFFICERS
The business of this corporation shall be managed by its Board of
Directors. The number of such directors shall be not be less than one (1) and,
subject to such minimum may be increased or decreased from time to time in the
manner provided in the By-Laws.
1
<PAGE>
ARTICLE VII
DENIAL OF PREEMPTIVE RIGHTS
No shareholder shall have any right to acquire shares or other securities
of the Corporation except to the extent such right may be granted by an
amendment to these Articles of Incorporation or by a resolution of the board of
Directors.
ARTICLE VIII
AMENDMENT OF BYLAWS
Anything in these Articles of Incorporation, the ByLaws, or the Florida
Corporation Act notwithstanding, bylaws shall not be adopted, modified, amended
or repealed by the shareholders of the Corporation except upon the affirmative
vote of a simple majority vote of the holders of all the issued and outstanding
shares of the corporation entitled to vote thereon.
ARTICLE IX
SHAREHOLDERS
9.1. Inspection of Books. This board of directors shall make reasonable
rules to determine at what times and places and under what conditions the books
of the Corporation shall be open to inspection by shareholders or a duly
appointed representative of a shareholder.
9.2. Control Share Acquisition. The provisions relating to any control
share acquisition as contained in Florida Statutes now, or hereinafter amended,
and any successor provision shall not apply to the Corporation.
9.3. Quorum. The holders of shares entitled to one-third of the votes at a
meeting of shareholder's shall constitute a quorum.
9.4. Required Vote. Acts of shareholders shall require the approval of
holders of 50.01% of the outstanding votes of shareholders.
ARTICLE X
LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS
To the fullest extent permitted by law, no director or officer of the
Corporation shall be personally liable to the Corporation or its shareholders
for damages for breach of any duty owed to the Corporation or its shareholders.
In addition, the Corporation shall have the power, in its By-Laws or in any
resolution of its stockholders or directors, to undertake to indemnify the
officers and directors of this corporation against any contingency or peril as
may be determined to be in the best interests of the corporation, and in
conjunction therewith, to procure, at this corporation's expense, policies of
insurance.
2
<PAGE>
ARTICLE XI
CONTRACTS
No contract or other transaction between this corporation and any
person, firm or corporation shall be affected by the fact that any officer or
director of this corporation is such other party or is, or at some time in the
future becomes, an officer, director or partner of such other contracting party,
or has now or hereafter a direct or indirect interest in such contract.
I hereby certify that the following was adopted by a majority vote of
the shareholders and directors of the corporation on May 4, 1998 and that the
number of votes cast was sufficient for approval.
IN WITNESS WHEREOF, I have hereunto subscribed to and executed this
Amendment to Articles of Incorporation this on May 4, 1998.
/s/ Marc A. Kuperman
- ------------------------
Marc A. Kuperman, Sole Director and President
The foregoing instrument was acknowledged before me on May 4, 1998, by
Marc A. Kurperman, who is personally known to me.
[SEAL] E.P. Littman
[NOTARY PUBLIC] MY COMMISSION # CC527626
[STATE OF FLORIDA] EXPIRES: March 29, 2000
Bonded Thru Notary Public Underwriters
My commission expires: /s/ E.P. Littman
-------------------
Notary Public
3
<PAGE>
FILED
98 JUN-3 PM 3:29
SECRETARY OF STATE
TALLAHASSEE, FLORIDA
ARTICLES OF AMENDMENT TO
SEA GREEN, INC.
THE UNDERSIGNED, being the sole director and president of Sea Green,
Inc., does hereby amend its Articles of Incorporation as follows:
ARTICLE I
CORPORATE NAME
The name of the Corporation shall be AMERICOM NETWORKS CORP.
I hereby certify that the following was adopted by a majority vote of the
shareholders and directors of the corporation on May 29, 1998 and that the
number of votes cast was sufficient for approval.
IN WITNESS WHEREOF, I have hereunto subscribed to and executed this
Amendment to Articles of Incorporation this on May 29, 1998.
/s/ Marc A. Kuperman
- ------------------------
Marc A. Kuperman, President
The foregoing instrument was acknowledged before me on May 29, 1998, by
Marc A. Kuperman, who is personally known to me.
[SEAL] E.P. Littman
[NOTARY PUBLIC] MY COMMISSION # CC527626
[STATE OF FLORIDA] EXPIRES: March 29, 2000
Bonded Thru Notary Public Underwriters
My commission expires: /s/ E.P. Littman
-------------------
Notary Public
4
Exhibit 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
---------------------------------------------------
As independent certified public accountants, we hereby consent to the
incorporation of our report on American Networks International, Inc. dated March
31, 1999, except as to Note 8, which is dated as at June 10, 1999, included in,
or incorporated by reference in, Registration Statement on. Form SB-2, dated
December 21, 1999 and the related Prospectus.
December 21, 1999
New York, New York
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<ARTICLE> 5
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<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
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<CURRENT-ASSETS> 80,135
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<TOTAL-ASSETS> 551,311
<CURRENT-LIABILITIES> 436,937
<BONDS> 0
0
0
<COMMON> 5,185
<OTHER-SE> 109,199
<TOTAL-LIABILITY-AND-EQUITY> 551,311
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<TOTAL-REVENUES> 2,415
<CGS> 314,253
<TOTAL-COSTS> 314,253
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
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<INCOME-TAX> 700
<INCOME-CONTINUING> (913,526)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (913,526)
<EPS-BASIC> (.28)
<EPS-DILUTED> (.28)
</TABLE>
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