UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
November 18, 2003
Date of Report
(Date of Earliest Event Reported)
ACTIONVIEW INTERNATIONAL, INC.
(Exact name of Registrant as Specified in its Charter)
145 Tyee Drive - #388, Point Roberts Washington USA 98281
(Address of Principal Executive Offices)
(604) 878-0200
(Registrant's Telephone Number)
Acquisition Media, Inc.
(formerly Inform Media Group, Inc.)
145 Tyee Drive - #388, Point Roberts
Washington USA 98281
(Former name and former address)
| Nevada | 033-90355 | 87-0542172 |
| (State or other jurisdiction | (Commission File Number) | (IRS Employer |
| of incorporation) | | Identification No.) |
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Share Purchase Agreement with ActionView Advertising Systems, Inc.
The Company has closed its acquisition of ActionView Advertising Systems, Inc. and certain intellectual property rights held by the principals of ActionView Advertising Systems, Inc. Pursuant to an Agreement (the "Share Exchange Agreement") dated as of August 18, 2003 as amended August 25, 2003 and September 8, 2003 between ActionView Advertising Systems, Inc., a British Columbia corporation ("ActionView"), ActionView International Inc. (at that time named Acquisition Media, Inc.) , a Nevada corporation (the “Company”) and the wholly owned subsidiary of the Company, 6216421 Canada Ltd., a Canadian corporation, all of the 1,000,000 outstanding shares of common stock of ActionView were exchanged for 1,000,000 Exchangeable Shares of the Company’s subsidiary, 6126421 Canada Ltd. The Company was the surviving corporation in this acquisition.
The Share Exchange Agreement also called for the issuance of 7,422,675 Exchangeable Shares to the principals of ActionView, Rick Mari and Christopher Stringer in consideration of the sale to 6126421 Canada Ltd. of the intellectual property rights they held as the developers of ActionView’s products. These intellectual property rights are more fully described in Schedule “E” to Exhibit 10.1 attached hereto.
The Exchangeable Shares are exchangeable for shares of the Company on a one for one basis. Until such time as the holders of the Exchangeable Shares wish to exchange their shares for the Company shares, the Company shares are held in trust by a trustee (the “Trustee”) on behalf of all of the Exchangeable Share holders. The terms and conditions of exchange are more fully described in Exhibit 10.1 attached hereto.
The 8,422,675 shares of common stock represented approximately 40.0% of the 20,393,434 issued and outstanding shares of common stock of the Company as of September 23, 2003.
The Share Exchange Agreement was adopted by the unanimous consent of the Board of Directors of the Company on August 25, 2003 and approved by the unanimous consent (evidenced by their signatures on the Share Exchange Agreement) of the stockholders of ActionView.
The closing of the Share Exchange Agreement occurred on September 9, 2003 with the completion of stock issuances to various persons although the Share Exchange Agreement was announced on August 27, 2003. The Share Exchange Agreement was not subject to any conditions.
In preparation for closing, Mr. Rick Stringer and Mr. Christopher Stringer, were appointed as Directors of the Company on August 25, 2003. As a result of the closing, they acquired the rights to vote 26.2% and 13.1% of the issued and outstanding shares of common stock of the Company respectively.
A copy of the Share Exchange Agreement is filed as an exhibit to this Form 8-K/A and is incorporated in its entirety herein. The foregoing description is modified by this reference.
In preparation for the closing of the Share Purchase Agreement, Richard Wilk and Miju Stinson resigned as directors and officers of the Company on August 25, 2003.
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Control of the Company:
On September 23, 2003, the Company had 20,393,434 shares of common stock issued and outstanding. The following table sets forth certain information regarding the beneficial ownership of the common stock of the Company as of September 23, 2003 of (1) each person who is known to the Company to own beneficially more than 5% of the Company's outstanding common stock, (2) each of the Company's directors and officers, and (3) all directors and officers of the Company as a group:
| Name and Address | Position | Amount of Stock
Beneficially Owned | Percentage of Class |
Christopher Stringer
3784 Bayridge Avenue
West Vancouver, BC
V7V 3J2 | Director, President and
CFO | 109,109 common
shares
2,574,225 common
share voting rights (2) | 13.1% |
Rick Mari
4329 West 3rdAvenue
Vancouver, BC
V6R 1M6 | Director, Secretary
and CEO | 218,216 common
shares
5,148,450 common
share voting rights (3) | 26.2% |
CD Farber Law
Corporation, in Trust
| None | 8,422,675 (1) | 41.1% |
Directors, Officers and
5% stockholders in
total (6 Persons) | | 8,750,000 (4) | 42.7% (4) |
| 1. | CD Farber Law Corporation does not own any common stock. It holds, as Trustee, the common shares of the Company which will be delivered to the holders of the Exchangeable Shares upon their exchange for Company Shares. |
| | |
| 2. | Of the 2,683,334 common shares attributed to Christopher Stringer, 109,109 are common shares which he owns and which were issued to him in settlement of debts the Company incurred to him. These shares were issued effective September 8, 2003 at a price of $0.30 per share. The remaining 2,574,225 shares are held in trust by the Trustee in the event that Christopher Stringer wishes to exchange his 2,574,225 Exchangeable Shares for them. Christopher Stringer, not the Trustee, has the right to vote these 2,574,225 shares at any meeting of the Company’s shareholders. |
| | |
| 3. | Of the 5,366,666 common shares attributed to Rick Mari, 218,216 are common shares which he owns and which were issued to him in settlement of debts the Company incurred to him. These shares were issued effective September 8, 2003 at a price of $0.30 per share. The remaining 5,148,450 shares are held in trust by the Trustee in the event that Rick Mari wishes to exchange his 5,148,450 Exchangeable Shares for them. Rick Mari, not the Trustee, has the right to vote these 5,148,450 shares at any meeting of the Company’s shareholders. |
| | |
| 4. | The shares which Rick Mari and Christopher Stringer have the right to vote (but which are held in trust by CD Farber Law Corporation) have been excluded from the total shares and total percentage as they would have been duplicative (they are the same shares). |
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
As used in this current report, the terms “we”, “us”, “our”, “our company”, “the Company” and “the Registrant” mean the Company and its wholly owned subsidiary, 6216421 Canada Ltd., a Canadian incorporation under the Canada Business Corporations Act.
(a)Acquisition of ActionView and the Intellectual Property Rights.
The consideration exchanged pursuant to the Share Exchange Agreement was negotiated between the stockholders of ActionView and the management of The Company.
In evaluating ActionView as a possible acquisition candidate, we used criteria such as management’s estimates of the value of the assets of ActionView (particularly its existing revenues and intellectual property), the anticipated future operations of ActionView, material contracts, quality of management and current operations.
The primary asset acquired under the Share Exchange Agreement was ActionView, a company which engages in the assembly and marketing of a programmable scrolling billboard sign for use in the retail advertising market and the intellectual property rights, acquired from Rick Mari and Christopher Stringer as developers, to ActionView’s product software, tradenames, trademarks and patents pending.
(b) Corporate History of the Company and ActionView:
ActionView International Inc.
ActionView International Inc.., formerly known as Acquisition Media, Inc. (the"Company"), was incorporated on January 26, 1986 as Vantage, Inc., a Nevada corporation.
On November 26, 2001, the Company acquired substantially all of the assets of Inform Online, Inc., a developer of a system that provides advertisements to digital display systems, for 1,000,000 restricted shares of the Company's common stock. Inform Online, Inc. was unable by June 30, 2002, to reach an agreement with a major vendor to supply online advertising, and therefore the November 26, 2001 agreement to acquire all their assets was rescinded effective June 24, 2002. The Company has returned all the assets of Inform Online, Inc. (hardware and equipment, $70,000; computer software, $230,000; and intellectual properties, $250,000) and has cancelled the 1,000,000 restricted shares of common stock (previously issued to Inform Online, Inc.).
By an agreement dated March 25, 2002, the Company agreed to acquire all the issued and outstanding shares of Tele Pacific Communications (Samoa) Inc. from Pacific E-Link Corporation in exchange for 2,500,000 restricted shares of the Company's common stock. Tele Pacific Communications (Samoa) Inc. owns a 75% interest in Chengdu Publicis International Advertising Co. Ltd., a Sino-foreign joint venture advertising agency with offices in Beijing, Shanghai, Chengdu and Guangzhou, China.
As of August 8, 2002, Pacific E-Link Corporation had not provided the Company with two years of audited financial statements for Tele Pacific Communications (Samoa) Inc. or Chengdu Publicis International Advertising Co. Ltd., nor had it delivered all of the issued and outstanding shares of Tele Pacific Communications (Samoa) Inc.
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On August 8, 2002 the Company decided to rescind the March 25, 2002 agreement with Pacific E-Link Corporation for non-performance on their part, and has cancelled the 2,500,000 restricted common shares.
On May 7, 2002 the Company announced that it had entered into an agreement to acquire all of the issued and outstanding shares of J&M Insurance Replacement Centre Ltd. ("IRC") in exchange for the issuance of 4,654,000 restricted common shares to the shareholders of IRC. Upon the completion of due diligence, the Company decided not to proceed with this acquisition.
In August 2002, the Company changed its name from Inform Media Group, Inc. to Acquisition Media, Inc.
On June 25, 2003, the Company announced that it had entered into letter of understanding to acquire all the issued and outstanding shares of ActionView in exchange for the issuance of 8,750,000 common shares to the shareholders of ActionView. This number of common shares was subsequently amended to 8,422,675 common shares.
The Company then began due diligence and investigation of the business and affairs of ActionView and prepared to close its acquisition of ActionView.
On August 20, 2003, in preparation for the closing of its acquisition of ActionView, the Company changed its name to ActionView International Inc.
ActionView Advertising Systems, Inc.
ActionView Advertising Systems, Inc. was incorporated on July 6, 1999 as a British Columbia corporation and has, for the previous four years since inception, been engaged in developing its business more fully described below in Products and Technology.
6216421 Canada Ltd.
The Company’s subsidiary, 6216421 Canada Ltd. was incorporated on August 11, 2003 as a Canadian Holding Company which would hold its shares of ActionView Advertising Systems, Inc.
(c) ActionView’s Products and Technology
ActionView Systems Inc. (“ActionView”) engages in the assembly and marketing of a programmable scrolling backlit billboard poster sign (the “ActionView Sign”) for use in the out-of-home (outdoor) advertising market.
We describe the ActionView Sign as a “programmable scrolling backlit billboard poster sign” for the following reasons. It is a poster sign because it is poster sized. It is programmable because you program the advertising to be displayed in it with ActionView’s internally developed and proprietary software. It is a scrolling sign in that it displays one advertisement and then scrolls to the next at whatever interval it is programmed for. It is a backlit sign similar to the backlit public transit shelter advertising signs which are lit from behind to make the advertisement more visible.
The ActionView Sign is capable of displaying up to twelve 4 foot x 6 foot advertisements in the same space that traditional backlit poster billboards use to display one poster. It can
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accommodate both 120 and 240 volt power and has received its UL rating in the US and its CSA rating in Canada.
Employees
ActionView currently has 2 part-time employees and 3 full-time employees. Of these employees, 2 are engaged in sales and marketing, 2 are engaged in product development and 1 is engaged primarily in administration.
In addition, when needed, ActionView employs independent consultants and contractors.
ActionView anticipates hiring an additional 4 employees in the fiscal year ending December 31, 2003 where revenues and funds permit.
Product Pricing
Information concerning the pricing of the ActionView Sign can be found, in part, on its website and the information found therein is hereby incorporated into this Report on Form 8K.
Each ActionView Sign has an installed final cost of approximately $4,500 which must be absorbed by the Company, in the case of signs which are installed by the Company in retailers’ point of purchase areas, for which ActionView then markets advertising space, or by franchisees and other customers who purchase ActionView Signs outright.
In the case of ActionView Signs which retailers wish to rent for their own point of purchase areas, the Company intends to develop rental pricing and permit these retailers to rent or lease ActionView Signs.
The price range for advertising space on an ActionView Sign varies between approximately $250 - $350 per month per poster per sign. Exact pricing depends upon a number of variables such as the traffic in the point of purchase or other area. Pricing is also negotiated between advertisers and ActionView on an individual basis and, therefore, only a range of prices can be given.
Intellectual Property
The Company owns the intellectual property rights to the ActionView Sign through 6216421 Canada Ltd. ActionView does not directly own the intellectual property rights to the ActionView Sign.
The intellectual property rights were purchased by 6216421 Canada Ltd. directly from other parties under the terms of the Share Exchange Agreement and will be licensed to ActionView under the terms of a License Agreement, the form of which has not yet been drafted. Under the terms of the License Agreement, ActionView will have the right to sub-license these rights.
ActionView has applied for trademark rights in the United States and Canada for the tradename “ActionView”. The initial application was filed in Canada and it is expected that a response should be received within 18 months. The trademark “ActionView” is on the primary register in the United States as is the phrase “ActionView: we leave the competition standing still”.
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ActionView has applied for the following US patents:
Pending Application No. 09/90652: Display Sign End Controller
Pending Application No. 09/528812: System and Method of Cross-Selling Advertising
The second patent pending application has also been made in Canada under the Canadian patent pending number 2341053.
Research and Development
We do not anticipate incurring any significant expenditures on research and development for the next 12 months other than salaries and consulting payments for the two employees engaged in research and development.
The Company is building a prototype of a new and larger sign and anticipates that the expenditures for building this prototype will be approximately $200,000 over the next 12 months.
If the Company identifies a market or customers for a custom built or a sign with specifications other than those the ActionView Sign currently has, it may choose to pursue research and development of such custom built or signs with alternate specifications.
Markets
The out-of-home advertising market consists of many segments including advertising on billboards, in various media (television and print), roadway signs and various displays in varied places.
ActionView intends to target its ActionView Signs for installation in large retail, commercial, hospitality or other chain corporations and share revenues with the “host” corporations.
Reliable quantification of the potential size of this target market is difficult.
However, in 1999 the “Out-Of-Home” advertising segment of the advertising market (a category traditionally defined primarily as billboard and roadway signs but now including displays in shopping malls, airports, commercial buildings, stadiums, theatres and supermarkets) was approximately US$4.5 billion. In 2000, this was estimated to increase to US$5.1 billion and growth has been forecast at a rate of 9.6% per annum from 2001 to the end of 2004. (Source: Outdoor Advertising Association of America and 2000 Veronis Suhler Communications Industry Forecast). The Outdoor Advertising Association of America has a slightly lower estimate of growth in out-of-home advertising: 8.7% annually to 2004.
The Canadian out-of-home market appears to be very similar to the US market, but is about one-tenth the size, according to the Outdoor Advertising Association of Canada (OAAC).
The “Out-Of-Home” advertising segment has been growing for a number of reasons including:
-the realization that you can deliver advertising to persons across advertising target segments;
-advances in sign technology which permit ever more effective displays;
-advances in print technology which deliver dynamic signs in an ever shorter time frame.
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Marketing Strategy:
ActionView intends to market the ActionView Sign primarily through building a network of “host” comanys. By “host” companies we mean companies that allow installation of an ActionView Sign on their premises, close to a point of purchase, and then share in the revenue received from that sign.
ActionView also intends to build a franchise network. Because franchisees tend to have stronger commitment to their businesses than employees, the Company believes that franchisees will foster and maintain closer relationships with mall managers, regional advertisers and local community advertisers, providing focused service to ActionView’s target market.
The franchise system operates such that the franchisees rent the signs from ActionView as opposed to purchasing them This results in a lower up front cost to the franchisee, making an ActionView franchise more affordable. This rental approach is also beneficial to ActionView as it provides the Company with an ongoing rental revenue stream that continues to grow as the franchise network grows.
ActionView may also pursue direct sales of ActionView Signs to end-users.
We may seek, if opportunities present themselves, to develop international business through the granting of licensing and distribution rights to foreign companies.
Competitors
ActionView competes with a variety of other companies providing advertising space or services.
However, ActionView is the only company presently marketing a scrolling poster billboard capable of carrying thirteen (13) poster sized images at one time. In this sense, ActionView has no direct competitors.
The outdoor advertising segment is highly competitive and is becoming more concentrated. The top three advertising companies in the world, Clear Channel Group, Infinity (Viacom) Inc. and the JCDecaux Group had a 9% market share in 1996 and a 30% market share in 2000 with consolidation and acquisition of companies taking place in the industry.
In Canada, the Out-Of-Home advertising segment is even more highly concentrated with Pattison Outdoor Inc. accounting for close to 47% of the outdoor market segment according to the Canadian Outdoor Advertising Association.
ActionView is a small player in this market at this time and there is the risk that a large or national player will attempt to focus on the point of purchase niche ActionView is pursuing. If this were to occur, ActionView would face competition from a company with significantly greater resources, particularly financial resources and manpower, than ActionView itself has.
Competitive Advantages of ActionView:
ActionView hopes that targeting local and regional advertisers, advertisers that are not typically the focus of the dominant companies in the segment in the US and Canada, will provide it with a growing market niche and a customer base for its ActionView Signs.
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The ActionView signs have the following features which are not typically found on other scrolling billboards: they are portable, the software allows the scrolling speed to be programmable, individual ad exposure time is programmable, all poster types are acceptable and they permit up to 12 ads to be displayed on one unit.
Additional competitive advantages of ActionView include the following:
-advertising customers may prefer us as an advertising medium because, if we are installed in “host” companies, their advertising is physically close to the point at which a consumer makes a purchase decision (eg. an advertisement for a chocolate bar close to the cash register at a food store is likely to have more impact than an advertisement in a magazine at home);
-the advertising medium represented by the ActionView Sign is affordable compared to other competitive out-of-home advertising methods; -the ActionView Sign displays are backlit and can be a versatile range of quality bright colours, providing advertising customers with a visible advertising medium;
-the ActionView Sign, because it will be installed in “host” companies that attract certain demographics and customer types, may be more useful to advertising customers who wish to target certain demographics (eg. advertisers wanting to reach an audience of preteens would be more interested in an advertising opportunity outside of a toy store).
Risk Factors Associated with our Business:
The following risks should be considered carefully. Our business, financial condition and results of operations could be materially and adversely affected by any of the following risks:
| - | We may be unable to protect our intellectual property rights or 6216421 Canada Ltd. or ActionView may be unable to protect their intellectual property rights; |
| - | If we are unable to attract new franchisees to establish distribution for our products, we will be unable to generate significant revenues; |
| - | We might not be able to handle a rapidly expanding operation and various problems associated with this (such as installations, timing and amount of capital expenditures and other problems); |
| - | We are very dependent on our key personnel and management and have no non-competition agreements in place with them; |
| - | We are going to need significant cash flow to develop an inventory of ActionView Signs to install in “host” companies and generate revenue. If this cash flow, through equity financing or debt financing, is not available to us, we will be unable to generate significant revenues. |
(e) Our Operating History
Our limited operating history makes the prediction of future results difficult or impossible. Furthermore, our limited operating history leads us to believe that period-to-period comparisons of our operating results may not be meaningful and that the results for any particular period should not be relied upon as an indication of future performance.
The attached pro-forma financial statements of the Company consolidated with its acquired subsidiary, ActionView, provide some financial information about past operations of ActionView but do not, because the purchase of ActionView was not subject to reverse takeover accounting, provide comparatives to previous operating years of ActionView.
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The comparative information provided in the financial statements is for the past operations of the Company. However, financial information about the past operations of the Company is of little use to readers as it is unrelated to the present business of the Company.
(f) Future Plan of Operation
ActionView intends to continue to pursue its business and competitive strategy outlined above and will concentrate, for the remainder of the fiscal year ending December 31, 2003, on expansion of point of purchase placement of ActionView Signs with a secondary emphasis on expanding franchise distribution and attracting franchisees.
ActionView’s plan of operation for the fiscal year ending December 31, 2003 anticipates an increase in employees to 9 people, representing the hiring of 4 additional persons, to expand the Company’s sales, product development and operations. In particular, the Company’s customer service capabilities will have to be expanded with the addition of these people.
The Company moved to expanded offices as of September 30, 2003 and expects that it will, at least to the fiscal year ending maintain these offices which have some additional office space for expansion.
Operating costs, particularly those costs associated with administrative overhead, are expected to increase as a result of the planned hirings outlined above.
(g) Description Of Property
The Company currently does not have any material physical property other than its office equipment and some computer hardware.
The Company’s total office and equipment assets are $35,321.
(i) The Company’s Directors, Executive Officers, Promoters and Control Persons
The following persons are the directors, executive officers, promoters and control persons of The Company:
| Name | Position | Term of Office*1*2 |
| Rick Mari | Director, Secretary and CEO | Expires at next shareholders’ meeting |
| Christopher Stringer | Director, President and CFO | Expires at next shareholders’ meeting |
| 1. | Directors, whether appointed at a meeting of stockholders or by the remaining directors, are appointed until the next annual meeting of stockholders. As the Company does not, at this time, have a meeting of shareholders’ scheduled for any date, it cannot be said what the exact date will be for the expiry of these directors’ terms. |
| | |
| 2. | The President, Secretary and Treasurer do not have a set term of office. They serve at the pleasure of the Directors and can be removed at any time by the Directors. |
Christopher Stringer, President, CFO and Director
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Christopher Stringer, age 60. Mr. Stringer has been employed by ActionView Advertising Systems, Inc. for the last four years and is one of its founders. Prior to that, he was a self-employed franchise management consultant.
Rick Mari, CEO, Secretary and Director
Rick Mari, age 50. Mr. Mari has been employed as President of ActionView Advertising Systems, Inc for the last four years and is one of its founders. Prior to that, he was employed by Productive Electronic Marketing Inc., a company which developed electronic advertising and signage products.
(j) Executive Compensation
Summary Compensation Table
Name and
principal
position
(a) | Year
(b) | Annual Compensation | Long-term compensation |
Salary
($)
(c) |
Bonus
($)
(d) |
Other
annual
compen-
sation
($)
(e) | Awards | Payouts |
All other
compen-
sation
($)
(i) |
Restricted
stock
award(s)
($)
(f) | Securities
underlying
options/
SARs
(#)
(g) | LTIP
payouts
($)
(h) |
Rick Mari,
CEO,
Secretary,
Director | 2002
2001 | 0
0 | --
-- | --
-- | --
-- | --
-- | --
-- | --
-- |
Christopher
Stringer
CFO,
President,
Director | 2002
2001 | 0
0 | --
-- | --
-- | --
-- | --
-- | --
-- | --
-- |
Neither Rick Mari nor Christopher Stringer has received any salary or other form of compensation from ActionView in the previous two years.
Other than as stated below, there is no known relationship between any of the Directors and Control persons with major clients or providers of essential products and technology, nor are there any known related transactions.
On August 25, 2003, Christopher Stringer entered into an agreement with the Company to settle a total of Cdn $45,727.33 owed to him by the Company by way of issuance of 109,109 common shares of the Company. These shares were issued at US$0.30 per share.
On August 25, 2003, Rick Mari entered into an agreement with the Company to settle a total of Cdn $91,454.67 owed to him by the Company by way of issuance of 218,216 common shares of the Company. These shares were issued at US$0.30 per share.
(k) Description Of Securities.
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The Company is authorized to issue 75,000,000 shares of the common stock of which 20,393,434 shares of common stock were issued and outstanding as of September 23, 2003. Each outstanding share of the common stock entitles the holder to one vote, either in person or by proxy, on all matters that may be voted upon by the owners thereof at meetings of the stockholders.
The holders of the common stock (i) have equal rights to dividends from funds legally available therefore, when, and if, declared by our the Board of Directors; (ii) are entitled to share ratably in all of our assets available for distribution to the holders of the common stock upon liquidation, dissolution or winding up of our affairs; (iii) do not have preemptive, subscription or conversion rights; and (iv) are entitled to one non-cumulative vote per share on all matters on which stockholders may vote at all meetings of stockholders.
The holders of the common stock do not have cumulative voting rights, which means that the holders of more than 50% of such outstanding shares of common stock, voting for the election of directors, can elect all directors of The Company if they so choose and, in such event, the holders of the remaining shares of common stock will not be able to elect any of the directors.
(l) Litigation
The Company and its subsidiaries, ActionView and 6216421 Canada Ltd., are not party to any litigation and have no knowledge of any threatened or pending litigation against the Company.
(m) Market For The Company’s Securities
Shares of the Company’s common stock are posted for trading on the NASD’s OTCBB.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 5. OTHER EVENTS
Successor Issuer Election
Upon closing of the Share Purchase Agreement on September 9, 2003, pursuant to Rule 12g-3(a) of the General Rules and Regulations of the Securities and Exchange Commission, The Company elects, should that election be necessary, to remain an issuer for reporting purposes under the Securities Exchange Act of 1934 (the "Exchange Act") and will continue to report under the Exchange Act.
ITEM 6. RESIGNATION OF DIRECTORS AND EXECUTIVE OFFICERS
In contemplation of the acquisition of ActionView, Richard Wilk and Miju Stinson resigned as Directors and Officers of the Company and appointed the principals of ActionView, Rick Mari and Christopher Stringer, in their places.
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No disagreement existed between the Company and the resigning directors on any matter relating to the Company’s operations, policies or practices. No letter or other form of communication was received from the resigning directors indicating there was a disagreement between them and the Company relating to the Company’s operations, policies or practices.
ITEM 7. FINANCIAL STATEMENTS
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ACQUISTION MEDIA, INC.
(A Development Stage Company)
PRO-FORMA CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003
(Unaudited)
INTRODUCTION
PRO-FORMA CONSOLIDATED BALANCE SHEET
PRO-FORMA CONSOLIDATED STATEMENT OF OPERATIONS
- FOR THE YEAR ENDED DECEMBER 31, 2002
- FOR THE SIX MONTHS ENDED JUNE 30, 2003
NOTES TO PRO-FORMA CONSOLIDATED FINANCIAL STATEMENTS
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ACQUISTION MEDIA, INC.
(A Development Stage Company)
PRO-FORMA CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003 |
| (Unaudited) |
| |
| INTRODUCTION |
Pursuant to a Share Exchange Agreement (the “Agreement”) dated August 18, 2003 as amended August 25, 2003 and September 9, 2003, between Acquisition Media, Inc. (the “Company” or “Acquisition Media”), a Nevada corporation, the Company’s wholly owned subsidiary, 6216421 Canada Ltd. (“Subco”), a Canadian corporation, ActionView Advertising Systems, Inc. (“ActionView”), a British Columbia corporation, the ActionView shareholders and the two principals of ActionView, 100% of the issued and outstanding common shares of ActionView were acquired by Subco in exchange for 1,000,000 exchangeable shares of Subco. In addition, Subco issued a further 7,422,675 exchangeable shares to the two principals of ActionView in exchange for intellectual property rights held by the principals relating to the development of ActionView’s products. The exchangeable shares issued by Subco are exchangeable into common shares of the Company on a one for one basis at the option of the holder.
In anticipation of the completion of this transaction, effective August 20, 2003 the Company changed its name to ActionView International Inc.
The acquisition of ActionView will be accounted for as a business combination using the purchase method of accounting whereby the fair value of the consideration paid will be allocated to the fair value of the underlying net assets acquired. Under the purchase method, the consolidated results of operations will include those of the Company for all periods shown and those of ActionView subsequent to the completion of the acquisition. The acquisition of the intellectual property rights will be accounted for at the fair value of the share consideration paid by the Company.
The pro-forma consolidated balance sheet has been prepared to reflect the consolidated balance sheet of the Company as at June 30, 2003 assuming the acquisition of ActionView and the intellectual property had occurred effective June 30, 2003. The pro-forma consolidated statements of operations have been prepared assuming the acquisitions had occurred at the beginning of each period shown.
The pro-forma consolidated financial statements are based on the following financial statements:
| Acquisition Media | - unaudited balance sheet as at June 30, 2003,
- audited statement of operations for the year ended December 31, 2002, and
- unaudited statement of operation for the six months ended June 30, 2003. |
| | |
| ActionView | - audited balance sheet as at June 30, 2003, |
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| | - unaudited statement of operations for the year ended December 31, 2002, and
- unaudited statement of operation for the six months ended June 30, 2003. |
These pro-forma consolidated financial statements should be read in conjunction with the Company’s December 31, 2002 audited financial statements as filed on Form 10-KSB and ActionView’s audited financial statements as at June 30, 2002 and 2003 included in the Company’s filing on this Form 8-K/A and attached hereto.
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ACQUISITION MEDIA, INC.
PRO-FORMA CONSOLIDATED BALANCE SHEET
JUNE 30, 2003 | |
| (unaudited) | (expressed in United States dollars) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | Pro-Forma | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | Consolidated | |
| | | Acquistion | | | | | | | | | | | | | | | | | | | | | | | | Acquistion | |
| | | Media | | | ActionView | | | | | | | | | | | | | | | | | | | | | Media | |
| | | 30-Jun-03 | | | 30-Jun-03 | | | (a) | | | (b) | | | (c) | | | (d) | | | (e) | | | (f) | | | 30-Jun-03 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ASSETS | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| CURRENT ASSETS | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Cash | $ | 286 | | $ | - | | $ | - | | $ | - | | $ | - | | $ | - | | $ | - | | $ | 188,000 | | $ | 188,286 | |
| Accounts receivable | | - | | | 169,949 | | | - | | | - | | | - | | | - | | | - | | | - | | | 169,949 | |
| Inventory | | - | | | 15,449 | | | - | | | - | | | - | | | - | | | - | | | - | | | 15,449 | |
| Prepaid expenses | | - | | | 30,647 | | | - | | | - | | | - | | | - | | | - | | | - | | | 30,647 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 286 | | | 216,045 | | | - | | | - | | | - | | | - | | | - | | | 188,000 | | | 404,331 | |
| PROPERTY, PLANT AND EQUIPMENT, | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| net of depreciation | | - | | | 37,591 | | | - | | | - | | | - | | | - | | | - | | | - | | | 37,591 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| GOODWILL AND INTELLECTUAL PROPERTY | | - | | | - | | | - | | | 389,577 | | | 2,226,803 | | | - | | | - | | | - | | | 2,616,380 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | $ | 286 | | $ | 253,636 | | $ | - | | $ | 389,577 | | $ | 2,226,803 | | $ | - | | $ | - | | $ | 188,000 | | $ | 3,058,302 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| CURRENT LIABILITIES | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Bank indebtedness | $ | - | | $ | 103,291 | | $ | - | | $ | - | | $ | - | | $ | - | | $ | - | | $ | - | | $ | 103,291 | |
| Accounts payable and accrued liabilities | | 528,502 | | | 25,532 | | | - | | | - | | | - | | | - | | | (66,423 | ) | | - | | | 487,611 | |
| Current portion of long term debt | | - | | | 29,521 | | | - | | | - | | | - | | | - | | | - | | | - | | | 29,521 | |
| Notes payable | | - | | | - | | | - | | | - | | | - | | | - | | | 20,000 | | | - | | | 20,000 | |
| Convertible notes payable | | 355,000 | | | - | | | - | | | - | | | - | | | - | | | (355,000 | ) | | 188,000 | | | 188,000 | |
| Deferred revenue | | - | | | 7,996 | | | - | | | - | | | - | | | - | | | - | | | - | | | 7,996 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 883,502 | | | 166,340 | | | - | | | - | | | - | | | - | | | (401,423 | ) | | 188,000 | | | 836,419 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| LONG TERM DEBT | | - | | | 59,904 | | | - | | | - | | | - | | | - | | | - | | | - | | | 59,904 | |
| DUE TO RELATED PARTIES | | - | | | 178,469 | | | (61,500 | ) | | - | | | - | | | (98,198 | ) | | - | | | - | | | 18,771 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 883,502 | | | 404,713 | | | (61,500 | ) | | - | | | - | | | (98,198 | ) | | (401,423 | ) | | 188,000 | | | 915,094 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| STOCKHOLDERS' EQUITY (CAPITAL DEFICIENCY) | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common stock | | 4,990 | | | 225 | | | 201,025 | | | (201,250 | ) | | - | | | 327 | | | 8,025 | | | - | | | 13,342 | |
| Additional paid in capital | | 835,472 | | | - | | | - | | | - | | | - | | | 97,871 | | | 393,398 | | | - | | | 1,326,741 | |
| Exchangeable shares | | - | | | - | | | - | | | 300,000 | | | 2,226,803 | | | - | | | - | | | - | | | 2,526,803 | |
| Obligation to issue shares | | - | | | 65,325 | | | (65,325 | ) | | - | | | - | | | - | | | - | | | - | | | - | |
| Accumulated other comperhensive loss | | - | | | (16,961 | ) | | - | | | 16,961 | | | - | | | - | | | - | | | - | | | - | |
| Deficit | | (1,723,678 | ) | | (199,666 | ) | | (74,200 | ) | | 273,866 | | | - | | | - | | | - | | | - | | | (1,723,678 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | (883,216 | ) | | (151,077 | ) | | 61,500 | | | 389,577 | | | 2,226,803 | | | 98,198 | | | 401,423 | | | - | | | 2,143,208 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | $ | 286 | | $ | 253,636 | | $ | - | | $ | 389,577 | | $ | 2,226,803 | | $ | - | | $ | - | | $ | 188,000 | # | $ | 3,058,302 | |
The accompanying notes are an integral part of these pro-forma consolidated financial statements
17
ACQUISITION MEDIA, INC.
PRO-FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2003 | |
| (unaudited) | (expressed in United States dollars) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | Pro-Forma | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | Consolidated | |
| | | Acquistion | | | | | | | | | | | | | | | | | | | | | | | | Acquistion | |
| | | Media | | | ActionView | | | (a) | | | (b) | | | (c) | | | (d) | | | (e) | | | (f) | | | Media | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| REVENUE | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Sign Sales | $ | - | | $ | 144,994 | | $ | - | | $ | - | | $ | - | | $ | - | | $ | - | | $ | - | | $ | 144,994 | |
| Advertising income | | - | | | 14,689 | | | - | | | - | | | - | | | - | | | - | | | - | | | 14,689 | |
| Franchise fees | | - | | | 38,193 | | | - | | | - | | | - | | | - | | | - | | | - | | | 38,193 | |
| Other sales | | - | | | 14,430 | | | - | | | - | | | - | | | - | | | - | | | - | | | 14,430 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | - | | | 212,306 | | | - | | | - | | | - | | | - | | | - | | | - | | | 212,306 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| COST OF SALES | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Cost of signs | | - | | | 82,144 | | | - | | | - | | | - | | | - | | | - | | | - | | | 82,144 | |
| Other Direct costs | | - | | | 36,694 | | | - | | | - | | | - | | | - | | | - | | | - | | | 36,694 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | - | | | 118,838 | | | - | | | - | | | - | | | - | | | - | | | - | | | 118,838 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| GROSS PROFIT | | - | | | 93,468 | | | - | | | - | | | - | | | - | | | - | | | - | | | 93,468 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| OPERATING EXPENSES | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Advertising and promotion | | - | | | 31,428 | | | - | | | - | | | - | | | - | | | - | | | - | | | 31,428 | |
| Bad debts | | - | | | 1,142 | | | - | | | - | | | - | | | - | | | - | | | - | | | 1,142 | |
| Consulting | | 60,150 | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | 60,150 | |
| Depreciation | | - | | | 10,381 | | | - | | | - | | | - | | | - | | | - | | | - | | | 10,381 | |
| Insurance | | - | | | 2,389 | | | - | | | - | | | - | | | - | | | - | | | - | | | 2,389 | |
| Interest and bank charges | | 14,200 | | | 6,703 | | | - | | | - | | | - | | | - | | | (13,400 | ) | | 7,500 | | | 15,003 | |
| Management fees | | - | | | 31,826 | | | - | | | - | | | - | | | - | | | - | | | - | | | 31,826 | |
| Office and general | | 22,097 | | | 6,135 | | | - | | | - | | | - | | | - | | | - | | | - | | | 28,232 | |
| Professional fees | | 35,602 | | | 2,870 | | | - | | | - | | | - | | | - | | | - | | | - | | | 38,472 | |
| Rent and Utilities | | - | | | 13,858 | | | - | | | - | | | - | | | - | | | - | | | - | | | 13,858 | |
| Salaries, commissions and benefits | | - | | | 20,201 | | | - | | | - | | | - | | | - | | | - | | | - | | | 20,201 | |
| Telecommunications | | - | | | 6,055 | | | - | | | - | | | - | | | - | | | - | | | - | | | 6,055 | |
| Travel | | - | | | 5,553 | | | - | | | - | | | - | | | - | | | - | | | - | | | 5,553 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 132,049 | | | 138,541 | | | - | | | - | | | - | | | - | | | (13,400 | ) | | 7,500 | | | 264,690 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| NET INCOME (LOSS) FOR THE PERIOD | $ | (132,049 | ) | $ | (45,073 | ) | $ | - | | $ | - | | $ | - | | $ | - | | $ | 13,400 | | $ | (7,500 | ) | $ | (171,222 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| WEIGHTED AVERAGE SHARES OUTSTANDING | | 4,257,077 | | | - | | | - | | | 1,000,000 | | | 7,422,675 | | | 327,325 | | | 8,028,460 | | | - | | | 21,035,571 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| LOSS PER SHARE | $ | (0.03 | ) | | | | | | | | | | | | | | | | | | | | | | $ | (0.01 | ) |
The accompanying notes are an integral part of these pro-forma consolidated financial statements
18
ACQUISITION MEDIA, INC.
PRO-FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2002 | |
| (unaudited) | (expressed in United States dollars) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | Pro-Forma | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | Consolidated | |
| | | Acquistion | | | | | | | | | | | | | | | | | | | | | | | | Acquistion | |
| | | Media | | | ActionView | | | (a) | | | (b) | | | (c) | | | (d) | | | (e) | | | (f) | | | Media | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| REVENUE | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Sign Sales | $ | - | | $ | 103,526 | | $ | - | | $ | - | | $ | - | | $ | - | | $ | - | | $ | - | | $ | 103,526 | |
| Advertising income | | - | | | 68,506 | | | - | | | - | | | - | | | - | | | - | | | - | | | 68,506 | |
| Franchise fees | | - | | | 24,621 | | | - | | | - | | | - | | | - | | | - | | | - | | | 24,621 | |
| Other sales | | - | | | 18,760 | | | - | | | - | | | - | | | - | | | - | | | - | | | 18,760 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | - | | | 215,413 | | | - | | | - | | | - | | | - | | | - | | | - | | | 215,413 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| COST OF SALES | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Cost of signs | | - | | | 64,857 | | | - | | | - | | | - | | | - | | | - | | | - | | | 64,857 | |
| Other Direct costs | | - | | | 35,205 | | | - | | | - | | | - | | | - | | | - | | | - | | | 35,205 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | - | | | 100,062 | | | - | | | - | | | - | | | - | | | - | | | - | | | 100,062 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| GROSS PROFIT | | - | | | 115,351 | | | - | | | - | | | - | | | - | | | - | | | - | | | 115,351 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| OPERATING EXPENSES | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Advertising and promotion | | - | | | 29,471 | | | - | | | - | | | - | | | - | | | - | | | - | | | 29,471 | |
| Bad debts | | - | | | 5,136 | | | - | | | - | | | - | | | - | | | - | | | - | | | 5,136 | |
| Consulting | | 47,015 | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | 47,015 | |
| Depreciation | | - | | | 20,685 | | | - | | | - | | | - | | | - | | | - | | | - | | | 20,685 | |
| Insurance | | - | | | 6,262 | | | - | | | - | | | - | | | - | | | - | | | - | | | 6,262 | |
| Interest and bank charges | | 28,400 | | | 5,235 | | | - | | | - | | | - | | | - | | | (26,800 | ) | | 15,000 | | | 21,835 | |
| Management fees | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | - | |
| Office | | 103,663 | | | 6,534 | | | - | | | - | | | - | | | - | | | - | | | - | | | 110,197 | |
| Professional fees | | 45,742 | | | 32,544 | | | - | | | - | | | - | | | - | | | - | | | - | | | 78,286 | |
| Rent and Utilities | | - | | | 14,946 | | | - | | | - | | | - | | | - | | | - | | | - | | | 14,946 | |
| Salaries, commissions and benefits | | - | | | 28,119 | | | - | | | - | | | - | | | - | | | - | | | - | | | 28,119 | |
| Telecommunications | | - | | | 8,114 | | | - | | | - | | | - | | | - | | | - | | | - | | | 8,114 | |
| Travel | | - | | | 5,815 | | | - | | | - | | | - | | | - | | | - | | | - | | | 5,815 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 224,820 | | | 162,861 | | | - | | | - | | | - | | | - | | | (26,800 | ) | | 15,000 | | | 375,881 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| NET INCOME (LOSS) FOR THE YEAR | $ | (224,820 | ) | $ | (47,510 | ) | $ | - | | $ | - | | $ | - | | $ | - | | $ | 26,800 | | $ | (15,000 | ) | $ | (260,530 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| WEIGHTED AVERAGE SHARES OUTSTANDING | | 4,257,077 | | | - | | | - | | | 1,000,000 | | | 7,422,675 | | | 327,325 | | | 8,028,460 | | | - | | | 21,035,571 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| LOSS PER SHARE | $ | (0.05 | ) | | | | | | | | | | | | | | | | | | | | | | $ | (0.01 | ) |
The accompanying notes are an integral part of these pro-forma consolidated financial statements
19
ACQUISTION MEDIA, INC.
(A Development Stage Company)
PRO-FORMA CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003 |
| (Unaudited) |
NOTE 1 – ACQUISITION
Pursuant to the Agreement dated August 18, 2003 as amended August 25, 2003 and September 9, 2003, between the Company, Subco, ActionView, the ActionView shareholders and the two principals of ActionView, 100% of the issued and outstanding common shares of ActionView were acquired by Subco in exchange for 1,000,000 exchangeable shares of Subco. In addition, Subco issued a further 7,422,675 exchangeable shares to the two principals of ActionView in exchange for intellectual property rights held by the principals relating to the development of ActionView’s products.
A holder of an exchangeable share may, at any time, require Subco to repurchase the exchangeable share for an amount equal to the then current market value of the Company’s common stock. Subco may, at its option, satisfy the resulting obligation to repurchase the exchangeable shares in cash or it may elect to have the obligation satisfied by the issuance of shares of common stock by the Company. The Company is required to issue to a trustee, a sufficient number of shares of common stock to satisfy this obligation. The holders of the exchangeable shares will be granted votes in the Company on a basis of one vote for every exchangeable share held.
In anticipation of the completion of this transaction, effective August 20, 2003 the Company changed its name to ActionView International Inc.
The acquisition of ActionView will be accounted for as a business combination using the purchase method of accounting whereby the fair value of the consideration paid will be allocated to the fair value of the underlying net assets acquired as follows:
| Assets acquired at fair value: | | $ | |
| Current assets | | 216,045 | |
| Property, plant and equipment | | 37,591 | |
| Goodwill | | 389,577 | |
| | | 643,213 | |
| Liabilities acquired at fair value: | | | |
| Current liabilities | | 166,340 | |
| Long term debt | | 59,904 | |
| Due to related parties | | 178,469 | |
| | | 404,713 | |
| Fair value of net assets acquired as at June 30, 2003 | | 238,500 | |
| Pro-forma adjustment (a) below re: shares for debt | | 61,500 | |
| Purchase price – 1,000,000 exchangeable shares | $ | 300,000 | |
20
ACQUISTION MEDIA, INC.
(A Development Stage Company)
PRO-FORMA CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003 |
| (Unaudited) |
NOTE 2 – PRO-FORMA ADJUSTMENTS
Record ActionView shares issued
Prior to the completion of the Agreement between the Company, Subco and ActionView, ActionView competed a reorganization of its common stock. Included in this reorganization was a consolidation of the Class A and Class B common shares into 10,000 no par value common shares, issuance of common shares in exchange for prior subscription proceeds received, issuance of common shares as compensation and issuance of common shares on settlement of certain amount due to related parties. A pro-forma adjustment has been recorded to reflect these transactions which are summarized as follows:
| | | | | | | | | | | | Additional | | | Obligation | | | | |
| | Number | | Number | | Number | | | | | | Paid in | | | To issue | | | | |
| | Class A | | Class B | | Commons | | | Amount | | | Capital | | | Shares | | | Total | |
| | | | | | | | | | | | | | | | | | | |
| Balance, June 30, | 100 | | 200 | | - | | $ | 225 | | $ | - | | $ | 65,325 | | $ | 65,550 | |
| 2003 | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| Consolidation of | (100 | ) | (200 | ) | 10,000 | | | - | | | - | | | - | | | - | |
| commons | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| Shares for | - | | - | | 350,000 | | | 65,325 | | | - | | | (65,325 | ) | | - | |
| subscriptions | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| Compensation | - | | - | | 350,000 | | | 74,200 | | | - | | | - | | | 74,200 | |
| shares | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| Shares for debt | - | | - | | 290,000 | | | 61,500 | | | - | | | - | | | 61,500 | |
| | | | | | | | | | | | | | | | | | | |
| Pro-forma | | | | | | | | | | | | | | | | | | |
| balance, June 30, | - | | - | | 1,000,000 | | $ | 201,250 | | $ | - | | $ | - | | $ | 201,250 | |
| 2003 | | | | | | | | | | | | | | | | | | |
| (b) | Record acquisition of ActionView Under the terms of the Agreement, Subco issued 1,000,000 exchangeable shares on acquisition of 100% of the issued and outstanding common shares of ActionView. A pro-forma adjustment has been recorded to reflect the fair value of these shares, being the fair value of the underlying common shares of the Company of $300,000, in exchange for the net assets of ActionView and to eliminate the ActionView stockholders’ equity resulting in goodwill of $322,788 as shown in Note 1. |
| | |
| (c) | Record acquisition of intellectual property from principals of ActionView Under the terms of the Agreement, Subco issued 7,422,675 exchangeable shares to the two principals of ActionView in exchange for intellectual property rights held by the principals relating to the development of ActionView’s products. A pro-forma adjustment has been recorded to reflect the fair value of these shares, being the fair value of the underlying common shares of the Company of $2,226,803. |
| | |
| (d) | Record settlement of amounts owing to principals of ActionView Concurrent with the acquisition of ActionView, the Company issued shares of common stock on settlement of certain amounts owing to the two principals of ActionView. A pro-forma adjustment has been recorded to reflect the settlement of $98,198 owing in exchange for 327,325 shares of the Company’s common stock. |
21
ACQUISTION MEDIA, INC.
(A Development Stage Company)
PRO-FORMA CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003 |
| (Unaudited) |
| NOTE 2 – PRO-FORMA ADJUSTMENTS (cont’d) |
| | |
| (e) | Record conversion of Acquisition Media convertible notes payable As at June 30, 2003 the Company had convertible notes payable and accrued interest outstanding totalling $355,000 and $70,400 respectively. Effective January 6, 2003 the Company amended the conversion price of these convertible notes payable, originally issued in November 2000, from $0.20 per share to $0.05 per share. Subsequent to June 30, 2003 certain of these amounts have been converted into shares of the Company’s common stock at $0.05 per share and certain amounts have had their conversion feature expire unexercised. A pro-forma adjustment has been recorded to reflect the conversion of a total of $335,000 of principal and $66,423 of accrued interest into a total of 8,028,460 shares of common stock. Also $20,000 has been reclassified to notes payable on the expiry of the conversion feature. In addition, pro-forma adjustments have been made to the statements of operations to reflect reductions in the interest expense relating to the notes assumed converted. These reductions are $26,800 for the year ended December 31, 2002 and $13,400 for the six months ended June 30, 2003. |
| | |
| (f) | Record current convertible notes payable financing Subsequent to June 30, 2003 the Company received a total of $188,000 on the issuance of convertible notes payable. These convertible notes payable bear interest at 8% per annum and are convertible for a period of three years in to units of the Company at prices ranging from $0.25 to $0.45 per unit. Each unit consist of one share of common stock of the Company and one share purchase warrant entitling the holder to purchase as additional share of the Company’s common stock for a period of two years following conversion at prices ranging from $0.25 to $0.45 per shares. A pro-forma adjustment has been recorded to reflect this financing as if it had been completed as at June 30, 2003. In addition, pro-forma adjustments have been made to the statements of operations to reflect increases in the interest expense relating to the newly issued convertible notes payable. These increases are $15,000 for the year ended December 31, 2002 and $7,500 for the six months ended June 30, 2003. |
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ITEM 8. CHANGE IN FISCAL YEAR
Not applicable.
ITEM 9. REGULATION FD DISCLOSURE
Not applicable.
ITEM 10. AMENDMENTS TO THE REGISTRANT’S CODE OF ETHICS, OR WAIVER OF A PROVISION OF THE CODE OF ETHICS.
Not applicable.
ITEM 11. TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT’S EMPLOYEE BENEFIT PLANS
Note applicable.
ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
Not applicable.
EXHIBITS
| 3.1 | Articles of Incorporation, as amended, (incorporated by reference to Exhibit 3.2 of the Annual Return on Form 10KSB filed for the year ended December 31, 1997) |
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| 3.2 | Bylaws of the Company (incorporated by reference to Exhibit 3.3 of the Annual Return on Form 10KSB filed for the year ended December 31, 1997) |
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| 10.1 | Share Exchange Agreement and Schedules dated August 18, 2003 as amended August 25, 2003. |
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| 10.2 | Amendment to Share Exchange Agreement dated September 8, 2003. |
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| 21.1 | Audited Financial Statements for ActionView International, Inc. for the year ending June 30, 2003. |
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| 24.1 | Consent of Labonte & Co., Chartered Accountants to the inclusion of the audited financial statements dated June 30, 2003 and their opinion thereon |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K/A to be signed on its behalf by the undersigned hereunto duly authorized.
ActionView International Inc.
By: /s/ Rick Mari
Rick Mari, Director
Dated effective: November 18, 2003
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