SC 13D/A 1 sch13da.txt SCHEDULE 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDED SCHEDULE 13D Under the Securities Exchange Act of 1934 VIAVID BROADCASTING, INC. ------------------------- (Name of Issuer) COMMON STOCK $.001 PAR VALUE ---------------------------- (Title of Class of Securities) 925552 10 1 -------------------------- (CUSIP Number) Stanley Brian Kathler Suite 340 - 145 Chadwick Court North Vancouver, British Columbia V7M 3K1 Phone: (604) 988-7667 ------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 11, 2002 ------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
--------------------------------------------------------------------------------------------------------------------- CUSIP No. 925552 10 1 --------------------------------------------------------------------------------------------------------------------- 1. Name of Reporting Person Stanley Brian Kathler S.S. or IRS Identification No. of Above Person Not Required --------------------------------------------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of (a) [ ] a Group (b) [X] --------------------------------------------------------------------------------------------------------------------- 3. SEC Use Only --------------------------------------------------------------------------------------------------------------------- 4. Source of Funds PF --------------------------------------------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) Not Applicable --------------------------------------------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Canada --------------------------------------------------------------------------------------------------------------------- Number of Shares Beneficially Owned by Reporting Person: 7) Sole Voting Power -------------------------- ------------------------------------- 8) Shared Voting 1,735,000 Power ---------------------------------------------------------------- 9) Sole Dispositive Power ---------------------------------------------------------------- 10) Shared 1,735,000 Despositive Power --------------------------------------------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned By Each Reporting Person 1,735,000 --------------------------------------------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares See Item 6 --------------------------------------------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 14.43% --------------------------------------------------------------------------------------------------------------------- 14. Type of Reporting Person IN ---------------------------------------------------------------------------------------------------------------------
-2- ITEM 1. SECURITY AND ISSUER. -------------------- The class of equity securities to which this Statement relates is shares of common stock, par value $.001 per share (the "Shares"), of ViaVid Broadcasting, Inc., a Nevada corporation (the "Company"). The principal executive offices of the Company are located at Suite 340 - 145 Chadwick Court, North Vancouver, British Columbia Canada V7M 3K1. ITEM 2. IDENTITY AND BACKGROUND. ------------------------ This Statement is being filed by Stanley Brian Kathler ("Holder."). Holder is a citizen of Canada with an address at Suite 340 - 145 Chadwick Court, North Vancouver, British Columbia Canada V7M 3K1. The Holder has been employed as follows: Holder has been the President and a Director of ViaVid Broadcasting, Inc. since January, 1999. He has served as the president and a director of our subsidiary, ViaVid Broadcasting Corp., since October 31, 1998. Prior to joining us, Holder was a self-employed computer consultant from July, 1997 to November, 1998. Holder provided technical consulting services to several public companies based in Vancouver, British Columbia, Canada as a self-employed computer consultant. Holder was a co-founder and a director of Riptide Technologies, a company involved in the business of software consulting, from 1996 to July, 1997. Holder was employed as a senior software engineer by MPR Teltech, a company involved in the business of telephone research from 1994 to 1996. Holder possesses more than sixteen years of experience in the computer software development, consulting and management industry. Over this sixteen year period, Holder has worked in a number of areas of the software development industry ranging from programming to assisting companies in getting started. Holder has not, during the last five years (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. -------------------------------------------------- The Holder purchased 1,000 shares in ViaVid Broadcasting Corp., the Canadian Subsidiary for $0.01 per share. Those shares were exchanged for 1,700,000 shares of ViaVid Broadcasting, Inc. a Nevada Corporation in accordance with an acquisition agreement dated January 26, 1999. The shares are held of record by Kathler Holdings Inc. Mr. Kathler is a 60% shareholder of Kathler Holdings, his wife Laureen Kathler is a 40% shareholder. On March 11, 2002, the Company issued its convertible promissory note to Holder in the principal amount of $50,000 bearing interest at 3% per annum, payable at maturity on December 31, 2004. The promissory note is convertible at any time at the option of Holder into common shares of the Company at the lesser of $0.50 per share and 80% of the fair market value of the common shares, but not less than -3- $0.05 per share. On the basis of a conversion price of $0.50 per share, the promissory note is convertible into 100,000 shares. ITEM 4. PURPOSE OF TRANSACTION. ----------------------- The purpose or purposes of the acquisition by Holder was a passive investment. Holder is the President and a Director of the Company. Depending on market conditions and other factors, Holder may acquire additional Shares as it deems appropriate, whether in open market purchases, privately negotiated transactions or otherwise. Holder also reserves the right to dispose of some or all of its Shares in the open market, in privately negotiated transactions to third parties or otherwise. As of the date hereof, except as described herein, Holder does not have any plans or proposals which relate to or would result in (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present board of directors or management of the Company including any plans or proposals to change the number of term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) changes in the Company's Certificate of Incorporation or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of those enumerated above. Pursuant to Rule 144, the Holder is entitled to sell 1% of the issued and outstanding Common Stock of the Company each quarter. Depending on market conditions, the Holder may exercise this right each quarter. The Company has plans to seek to raise additional equity capital. The Holder is unable to state at this time the terms on which such equity capital will be raised or whether or not the Company will be successful in raising that capital. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. ------------------------------------- (a) As of March 11, 2002, Holder holds beneficially the following securities of the Company. Percentage of shares of Common Title of security Amount Stock (1) -------------------- -------------------- ---------------------------------- Common Stock 1,735,000 14.43% -4- (1) Calculated in accordance with Rule 13d-3. The 1,735,000 shares of common stock beneficially owned by Holder are held of record by Kathler Holdings Inc., a private company in which Holder is a 60% shareholder and his wife Laureen Kathler is a 40% shareholder. (b) Holder has shared power to vote or to direct the vote of the Shares held by Kathler Holdings Inc. and has the shared power to dispose or to direct the disposition of the Shares held by Kathler Holdings Inc. (c) The Holder has not effected any sales of the Company's securities during the 60 days prior to March 11, 2002. (d) Not applicable (e) Not applicable ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH -------------------------------------------------------------- RESPECT TO SECURITIES OF THE ISSUER. ------------------------------------ On March 11, 2002, the Company entered into a 3.0% Convertible Promissory Note with the Holder. The Note was issued in place of amounts owing to Holder for services rendered during the period May 31, 2000 to February 28, 2002. Interest is payable on the Note at 3% per annum (5% if past due) and is payable at maturity in cash or by issuance of shares of common stock based on their fair market value. The principal and accrued interest on the Note is convertible at any time into shares of common stock at a conversion price equal to the lesser of $0.50 and 80% of the fair market value of a share of common stock, subject to adjustment in the event of stock splits or combinations. Fair market value is determined based on the average of the closing bid and asked prices for the Company's common stock on the 20 trading days preceding the date on which the Company receives notice of conversion of the Note or the date interest is paid by delivery of shares. The Note becomes due and payable on December 31, 2004, or prior thereto in the event of default. The Company has agreed to file on one occasion a registration statement under the U.S. Securities Act of 1933, as amended, to register the offer and sale of the shares issuable on conversion of the Note on the demand of the holder. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. --------------------------------- Exhibit 1: Convertible Promissory Note Dated March 11, 2002 -5- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Dated: September 13, 2002 /s Stanley Brian Kathler/ ------------------------- Holder -6-