-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B8zheCiX9wzWLI8TONDxqr5dTmsOvPLbbZOb1B/g8lD8NBkspaFUhIV2gkI6aUuR du+ITPPCJW1i+dBNn9KAhA== 0001085129-03-000001.txt : 20030114 0001085129-03-000001.hdr.sgml : 20030114 20030113130852 ACCESSION NUMBER: 0001085129-03-000001 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20021130 FILED AS OF DATE: 20030113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ATLANTIC SYNDICATION NETWORK INC CENTRAL INDEX KEY: 0001085129 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ALLIED TO MOTION PICTURE PRODUCTION [7819] IRS NUMBER: 880325940 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-26383 FILM NUMBER: 03511923 BUSINESS ADDRESS: STREET 1: P.O. BOX 30010 CITY: LAS VEGAS STATE: NV ZIP: 89173-0010 BUSINESS PHONE: 7028719666 MAIL ADDRESS: STREET 1: 3838 CAMINO DEL RIO NORTH SUITE 3000 CITY: SAN DIEGO STATE: CA ZIP: 92108 10QSB 1 asniqe.txt 10Q - 3RD FISCAL QUARTER - 2002 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D______ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition from September 30,2002 to November 30,2002 Commission File Number ___ 0-26383 ___ ATLANTIC SYNDICATION NETWORK, INC. - ------------------------------------------------------------------------ - --- (Exact name of Small Business Issuers in .C. 20549 - ------------------------------------------------------------------------ - - FORM 10-QSB ( Mark One ) _ (X)_ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended _____ November 30, 2002 ______ OR Its Charter) NEVADA 88-0325940 --------------------------------- ---------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 6125 West Edna Ave, Las Vegas, Nevada 89146 - ------------------------------------------------------------------------ - -- (Address of principal executive offices) (Zip code) (702) 388-8800 - ------------------------------------------------------------------------ - -- (Issuer's Telephone Number) Title of Each Class Name of Each Exchange on Which to be so Registered Each Class is to be Registered ------------------- --------------------------------- n/a n/a NOT APPLICABLE (Former name, address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act 0f 1934 during the preceding 12 months ( or for such shorter period that the registrant was reuired to file such reports), and (2) has been subject to such filing requirements for the past 90 days. __ X __ Yes____ No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: Common Stock, $.001 par value 18,054,444 as of November 30, 2002. ATLANTIC SYNDICATION NETWORK, INC. INDEX PART 1. FINANCIAL INFORMATION Item 1. Financial Statements 1 Unaudited Condensed Balance Sheet 2 as of November 30, 2002 Unaudited Condensed Statements of Operations 3 for the nine months ended November 30,2002 and 2001 Unaudited Condensed Interim Statements of Operations 4 for the three months ended November 30,2002 and 2001 Unaudited Condensed Interim Statements of Cash Flows 5 for the nine months ended November 30,2002 and 2001 Notes to Unaudited Condensed Consolidated Financial Statements Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 6 PART II. OTHER INFORMATION 7 SIGNATURES INDEX TO EXHIBITS ITEM 1. FINANCIAL STATEMENTS As used herein, the term "Company" refers to Atlantic Syndication Network, Inc. and predecessors unless otherwise indicated. Unaudited, condensed interim financial statements including a balance sheet for the Company as of the six months ended November 30, 2002 and statements of opera-tions, and statements of cash flow for the interim period up to the date of such balance sheet and the comparable period of the preceeding year, are attached hereto as pages F-1 through F-5 and are incorporated herein by this reference. F-1 PART I - FINANCIAL STATEMENT Atlantic Syndication Network, Inc. Interim Condensed Balance Sheet ( Unaudited ) November 30 2002 ASSETS Current Assets Cash $ 0 Note due from other parties 55,000 Prepaid Media 12,550 ------ Total current assets 67,550 Property and equipment - net 67,219 ------ Net Property and equipment 67,219 Other Assets Project development costs 452,856 Amortization and Project development costs (371,146) Rent Deposit 11,350 --------- Net - Other Assets 93,060 --------- Total assets $ 227,828. ======== LIABILITIES AND STOCKHOLDERS EQUITY Current liabilities Accounts payable $ 75,785 Accrued Rent (due stockholder) 105,500 Accrued Compensation (due stockholder/officers) 246,257 Notes Payable (Current Portion) 39,557 Refundable deposits 10,000 Loans due stockholders 88,251 ------- Total current liabilities 565,351 ======= Long-term liabilities Long-Term debt (net current portion) 18,084 Long-Term liabilities 18,084 ------- Total liabilities 583,436 Stockholders equity (deficit) Preferred stock $.01 par value:Authorized 500,000 shares; Issued and outstanding - none. Common stock $.001 par value:Authorized shares 50,000,000; Issued and outstanding 18,084,444 at November 30,2002 and 17,448,444 at February 28,2002, respectively 18,084 Additional paid-in capital 1,366,857 Retained earnings (deficit) (1,740,547) ---------- Net stockholders' equity (Deficit) (355,606) Total liabilities & stockholders equity (Deficit) $ 227,829 See accompanying notes. F-2 ATLANTIC SYNDICATION NETWORK, INC. Interim Condensed Statements of Operations (Unaudited) Nine months Ended November 30 2002 2001 Net revenue $ - $ 7,500 --------- -------- Costs and expenses: Amortization expense 56,004 60,225 Depreciation expense 14,685 7,000 General and administrative expenses 265,788 3 See accompanying notes. F-3 ATLANTIC SYNDICATION NETWORK, INC. Interim Statements of Operations ( Unaudited ) Three Months Ended November 30 2002 2001 ------ ----- Net revenue $ - $5,000 ------- ------ - - Costs and expenses: Amortization expense 18,668 20,075 Depreciation expense 4,895 3,500 General and administrative expenses 84,925 93,698 (less) Capitalization/project development costs - (11,655) -------- ------- Total operating expenses 108,488 102,118 -------- ------- Operating (loss) (108,488) (97,118) Interest Income - 1 Interest Expense (4,449) (237) 07,926 (less)Capitalization as project development costs - (30,984) -------- ------- - - Total operating expenses 336,477 344,167 -------- ------- - - Operating (loss) (336,477) (336,667) Interest Income - 483 Interest Expense (4,777) (1,800) --------- -------- - - (Loss) before income taxes (341,255) (337,984) Income tax provision (benefit) - - ---------- -- - -------- Net (loss) $(341,255) $ (337,984) ---------- -------- - -- Net (loss) per share of common stock $ (0.02) $ (0.02) --------- -------- - -- Weighted average shares outstanding during the period 17,123,444 15,880,527 ---------- -------- - -- --------- -------- - - (Loss) before income taxes (112,937) (97,354) Income tax provision (benefit) - - --------- ------- - -- Net (loss) $ (112,937) $ (97,354) --------- ------- - -- Net (loss) per share of common stock $ (0.01) $ (0.01) Weighted average shares outstanding during the period 17,123,444 17,448,444 ---------- -------- - --- See accompanying notes. F-4 ATLANTIC SYNDICATION NETWORK, INC. Interim Condensed Statements of Cash Flows (Unaudited) Nine Months Ended November 30 Net Cash Flow from Operating Activities: 2002 2001 ---------- -------- - -- Net Income (loss) $(341,255) $(337,984) Adjustments to reconcile Net Income to Cash provided by (used in) Operating Activities: Depreciation and Amortization 70,689 67,225 Other changes in Operating Assets and Liabilities (1,646) 52,200 Stock issued for Services in Lieu of Cash 36,060 37,170 Stock issued for Debt in Lieu of Cash - 2,000 ------- ------- - -- Total adjustments 105,103 156,595 ------- ------- - -- Net Cash provided by Operating Activities (236,152) (181,389) Cash Flows from Investing Activities: Property and Equipment (1,291) (48,043) Other Assets - (30,985) -------- ------ - -- Net cash (used) by Investing Activities (1,291) (79,028) -------- ------ - -- Cash Flows from Financing Activities: Notes Payable 15,725 47,380 Due to Stockholders 216,468 119,307 Refundable deposits Funds raised from Stock Issued 5,250 15,000 -------- ----- - --- Net Cash Provided (used) by Financing Activities 237,443 181,687 -------- ----- - --- Increase (decrease) in Cash and Cash equivalents 0 (78,730) Cash at Beginning of Period 0 78,738 -------- ------ - -- Cash at End of year $ 0 $ 8 -------- ------ - -- Supplemental Cash Flow Information Interest paid $ 4,777 $ 1,800 -------- ------ - -- Non-cash items Stock issued in lieu of cash $36,060 $ 52,170 ------- ------ - -- See accompanying notes. F-5 ATLANTIC SYNDICATON NETWORK, INC. Notes to Unaudited Condensed Financial Statements Nine Month Period Ending November 30,2002 Note 1 - BASIS OF PRESENTATION The interim financial statements at November 30,2002 and for the three and nine month period ended November 30,2002 and 2001 are unaudited, but include all adjustments management considers necessary for a fair presentation. The accompanying unaudited financial statements are for the interim periods and do not include all disclosures provided in annual financial statements, and should be read in conjunction with the Company's Form 10K-SB for the year ended February 28,2002. The audited financial statements as of February 28,2002 refer to a going concern issue. The issue still exists as of November 30,2002. The accompanying unaudited interim financial statements for the nine month periods ended November 30,2002 and 2001 are not necessarily indicative of the results which can be expected for the entire year. The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Note 2 - COMMON STOCK During the quarter ending November 30,2002, the Company did not issue 144 restricted common stock. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation. The following information includes forward-looking statements, the realization of which may be impacted by certain important factors discussed in "Risk Factors" listed below, including information provided in the Company's Annual 10K-SB Registrant develops, produces, and distributes television programs and specific projects created for domestic and international markets. The goal is to produce effective television programming, third party commercials or commissioned projects and to be known as a notable provider of niche market television, corporate videos and infomercials. Revenues are generated by (1) the sale of advertising and promotions to be shown during the show; (2) companies sponsoring shows because of content. Other income is generated by: (1) third party consulting services for project development; script, layout, production, editing and distribution of the product (2) third party video post production services and (3) C.D. or videotape sales. Additional revenues may be derived from the sale of re-lated products advertised during the course of a show that complement and add value to the original product or videotape being sold on television. 6 RECENT SALES OF SECURITIES: The Registrant did not issue 144 restriced common stock within the last three month period. As of November 30,2002, there are 18,054,444 shares issued and outstanding. Of this amount, 1,878,267 shares are now available on OTCBB, whereas 16,176,177 shares have been and/or they are currently restricted subject to Rule 144 of the 1933 Securities and Exchange Act RESULTS OF OPERATIONS: ASNi's focus has been (a) directed towards securing additional funding (b) identifying and creating a weekly show to replace The Stock Show which has been postponed (c) the proposed show with the working title "Living Well - Looking Good", targets the alternative, compatable and health field. (d) considerable effort has been directed to complete the show concept and segments as well as the interviewing and identifying of guests and advertisers to participate in these upcoming shows (e) identifying the available media /air time and (f) doing the necessary pre-production required. Company shows were not being aired on televison during this period. It is anticipated during the upcoming year and thereafter, the company's in-house shows and third party productions will resume and income will be generated by commercials, advertisers and sponsors of ASNi's shows Revenue for in-house production is recognized at time of distribution. Revenue is recognized for outside third party production for commercials, etc. upon completion of each contract. ATLANTIC SYNDICATION NETWORK, INC. had no revenues for the three months ended November 30,2002. During this quarter, the Company incurred $108,488 of operating expenses. The net operating expenses for the three months ended November 30,2002 increased $6,370.over the three months ended November 30,2001. This increase was due to the fact that no development costs were capitalized during the current period. LIQUIDITY AND CAPITAL RESOURCES The Registrant's cash position at November 30,2002 was $0 . The Company cash position as of November 30,2001 was $ 0 . The company has been subsidized by stockholder loans, the accrual of officer and independent contractor compensation and independent contractors accepting restricted 144 common stock as payment for services. Working capital at November 30, 2002 was a negative ($497,801).Liabilities currently include a net of $440,008 due to principal stockholders for rent, compensation and loans. During the last three months September 30 to November 30,2002, the Company did not convert debt for services provided for restricted 144 common stock. Management will continue its effort to convert additional notes, debt and/or services provided into equity when possible. 7 RISK FACTORS: The Company's business is subject to numerous risk factors, not all of which can be known or anticipated and any one of which could adversely impact the Company or its financial condition. Some of those risk factors are as follows: Failure to License: Renew of Licenses or Production and Broadcast Agreements. There can be no assurance that any existing programs or programs in production by the Company will be licensed, relicensed for additional broadcast seasons or renewed for production or, if so licensed or renewed, that the terms of the license agreements, production or broadcast agreements will be as favorable to the Company as the previous, existing or projected agreements. Nature of the Entertainment Industry: The television, merchandising and direct-to-video industries are highly speculative and historically have involved a substantial degree of risk. The success of a television show, series or video production depends upon unpredictable and changing factors such as audience acceptance, which may bear little or no correlation to the Company's production and other costs. Audience acceptance of the Company's products represents a response not only to the artistic components of the products, but also to promotion by the distributor, the availability of alternative forms of entertainment and leisure time activities, the general economic conditions and public taste and include intangible factors, all of which change rapidly and connot be predicted with certainity. Therefore, there is a risk that some or all of the Company's projects will not be commercially successful, resulting in costs not being recouped or anticipated profits not being realized. Competition: The creation, development, production and distribution of television programming, together with the exploitation of the proprietary rights related to such programming, is a highly competitive business. The Company competes with producers, distributors, licensors and merchandisers, many of whom are larger and have greater financial resources. Although the number of outlets available to producers has increased with the emergence of new broadcast stations, the number of time slots available to independent producers remains limited. Moreover, because license fees in the United States have dropped substantially recently, companies that do not rely on U. S. broadcast license fees to finance the production of programming have achieved a competitive advantage. These companies now serve as an additional source of competition for the limited slots available to independent companies. As a result of these factors, the Company will expand it's creative and distribution effort but cannot make assurances that it will be able to remain competitive. Niche market programs such as Martial Arts that are currently popular may not sustain their popularity and new programs may not become popular.Each program (or show) is an individual artistic work, and consumer reaction will determine its commercial success. Management cannot assure the stock-holders that it will be able to continue to create entertaining episodes for the Company's programs or that it will be able to create new programs that are appealing or saleable to broadcasters. 8 Dependence upon Key Personnel: Registrant's success depends to a significant extent upon the expertise and services of Kent Wyatt Sr., the President and Chief Executive Officer. Although Registrant has agreements with other independent and key management personnel, the loss of services of Mr. Wyatt and/or other key personnel could have an adverse effect on the Company business, results of operations and financial condition. Part II. OTHER INFORMATION: Item 1. Legal proceedings - Not applicable Item 2. Changes in securities Item 3. Defaults on senior securities - Not applicable Item 4. Submission of matters to a vote of security holders - Not applicable Item 5. Other information Item 6. (a) Exhibits: (b) Reports on Form 8-K None SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Atlantic Syndication Network, Inc. By:/S/Kent G. Wyatt Sr. President November _30_, 2002 Director By: /S/ Glenn Schlosser Treasurer November _30_, 2002 Director 9 -----END PRIVACY-ENHANCED MESSAGE-----