Registration of Securities of a Small-Business Issuer — Form 10-SB
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10SB12B Form 10Sb 37 116K
2: EX-3.(I) Articles of Incorporation 7 24K
3: EX-3.(II) Bylaws 13 41K
4: EX-10 Investment Banking Agreement 3 16K
5: EX-23 Consent of Accountants 1 7K
6: EX-27 Financial Data Schedule 1 9K
11: EX-99 Meeting Minutes Dated December 18, 1997 1 7K
9: EX-99 Meeting Minutes Dated June 1, 1997 1 7K
12: EX-99 Meeting Minutes Dated June 30, 1998 1 9K
10: EX-99 Meeting Minutes Dated September 1, 1997 1 8K
13: EX-99 Meeting Minutes Dated September 14, 1998 1 8K
8: EX-99 Private Placement Memoradum Dated July 1, 1997 17 66K
7: EX-99 Stock Option Agreement 6 28K
EX-99 — Private Placement Memoradum Dated July 1, 1997
Exhibit Table of Contents
PROSPECTUS PROSPECTUS
HOME WEB, INC.
(A Nevada Corporation)
dba MONTEREY CHEESE COMPANY
Up to 2,400,000 Shares of Common Stock,
.00 1 Par Value
Offering Price: $0.05 Per Share Total Offering: $120,000
IT IS ANTICIPATED THAT THE SECURITIES WILL BE OFFERED FOR SALE IN A NUMBER
OF STATES. THE SECURITIES LAWS OF CERTAIN STATES REQUIRE CERTAIN CONDITIONS AND
RESTRICTIONS RELATING TO THE OFFERING TO BE DISCLOSED. A DESCRIPTION OF THE
RELEVANT CONDITIONS AND RESTRICTIONS IS SET FORTH BELOW. FURTHERMORE, CERTAIN
STATES IMPOSE SUITABILITY STANDARDS ON PROSPECTIVE PURCHASERS IN ADDITION TO
THOSE GENERALLY IMPOSED BY THE COMPANY. IT SHOULD NOT BE ASSUMED BY REASON OF
THE SUMMARY BELOW OF A PARTICULAR STATE'S REQUIREMENTS THAT THE COMPANY HAS BEEN
AUTHORIZED TO OFFER OR SELL SECURITIES IN SUCH STATE.
THESE SECURITIES ARE BEING ISSUED PURSUANT TO A CLAIM OF EXEMPTION FROM THE
REGISTRATION OR QUALIFICATION PROVISION OF THE SECURITIES LAWS, SPECIFICALLY
RULE 504 OF REGULATION D UNDER THE SECURITIES ACT OF 1933, AND VARIOUS SELF-
EXECUTING LIMITED OFFERING EXEMPTIONS OR ISOLATED TRANSACTION EXEMPTIONS IN THE
STATES WHERE AN OFFERING WILL BE MADE, WHICH THE OFFER INTENDS TO FULLY COMPLY
WITH AND IS TAKING SPECIFIC INTERNAL STEPS TO DO SO. WHILE THERE ARE NO
RESTRICTIONS ON THE RESALE OF THESE SECURITIES ON THE FEDERAL LEVEL, THE VARIOUS
STATE LAW REQUIREMENTS MUST BE COMPLIED WITH FOR PURPOSES OF RESALE, WHICH MAY
BE DONE PURSUANT TO EXEMPTION WHEREVER AVAILABLE.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Price to Purchasers Proceeds to the Company
[Download Table]
Per Unit $ 0.05 $ 0.05
------------ ------------
Total Offering $ 120,000.00 $ 120,000.00
HOME WEB, INC.
380 Foam Street, Suite 210, Monterey, CA 93940
(408) 375-6209 Fax: (408) 375-3559
Toll free # 888-666-8368
e-mail: homeweb@montvent.com
July 1, 1997
TABLE OF CONTENTS
THE OFFERING ..............................................................3
OFFERING SUMMARY .........................................................4
THE COMPANY...........................................................4
THE OFFERING..........................................................4
SELECTED FINANCIAL INFORMATION ...........................................5
BALANCE SHEET DATA....................................................5
RISK FACTORS.............................................................6
ARBITRARY OFFERING PRICE .............................................6
LACK OF MARKET FOR SHARES ............................................6
NO UNDERWRITER .......................................................6
NO LIKELIHOOD OF DIVIDENDS ...........................................6
POTENTIAL FOR FUTURE STOCK OFFERING...................................7
BUSINESS RISKS............................................................7
RECENTLY ORGANIZED COMPANY ...........................................7
USE OF PROCEEDS NOT SPECIFIC .........................................7
CONTROLLING ENTITIES AND POTENTIAL CONFLICTS OF INTEREST..............7
COMPETITION ..........................................................7
DILUTION..................................................................8
USE OF PROCEEDS ..........................................................8
EXECUTIVE SUMMARY ........................................................9
HISTORY AND ORGANIZATION..............................................9
THE COMPANY...........................................................9
BUSINESS OF THE COMPANY...............................................9
MARKET...............................................................10
COMPETITION..........................................................10
MANAGEMENT...............................................................11
DIRECTORS, EXECUTIVE OFFICERS, AND MANAGEMENT........................11
MANAGEMENT RESUMES ..................................................11
COMPENSATION ........................................................13
INDEMNIFICATION AND EXCLUSION OF LIABILITY OF DIRECTORS AND
OFFICERS.............................................................13
CERTAIN RELATED TRANSACTIONS.........................................13
CORPORATE STRUCTURE....................................................14
PRINCIPAL SHAREHOLDERS ..............................................14
DESCRIPTION OF SECURITIES ...........................................14
PRICING THE OFFERING ................................................14
LITIGATION ..........................................................15
LEGAL MATTERS .......................................................15
ADDITIONAL INFORMATION...............................................15
THE OFFERING
This offering is being made by Home Web, Inc. (the "Company") on a "best
efforts" basis. The Company is offering 2,400,000 shares of its common stock
("Shares") at a price of $0.05 per share. All funds received from subscribers
will be deposited in the bank account of the Company upon acceptance of the
subscription.
There is no market for the shares being offered and there can be no assurance
that a market will develop by reason of this offering. The offering price has
been arbitrarily determined by the Company, and has no relationship to the
Company's assets, book value, net worth, or other recognized criteria of value.
The Company has had a very limited operating history and there are significant
risks that exist concerning the Company and its proposed operations (see "RISK
FACTORS").
The Company has filed a Notice of Sale of Securities Pursuant to Regulation D,
Section 4(6) and/or Uniform Limited Offering Exemption (the "Notice") on Form D
with the United States Securities and Exchange Commission.
Copies of the Notice on Form D may be inspected without charge at the corporate
offices of the Company during regular business hours and copies of all or any
part thereof may be obtained from the Company at prescribed rates.
THE SHARES ARE OFFERED BY THE COMPANY AND MAY BE SOLD BY OFFICERS,
DIRECTORS AND EMPLOYEES OF THE COMPANY SUBJECT TO PRIOR SALE, WITHDRAWAL, OR
CANCELLATION OR MODIFICATION WITHOUT NOTICE. OFFERS TO PURCHASE, AND
CONFIRMATIONS OF SALE, ISSUED BY THE COMPANY ARE SUBJECT TO ACCEPTANCE BY THE
COMPANY AND IT IS THE RIGHT OF THE COMPANY TO REJECT ANY OFFER TO PURCHASE AND
CANCEL ANY CONFIRMATION OF SALE, IN WHOLE OR IN PART, WITH OR WITHOUT CAUSE, AT
ANY TIME PRIOR TO DELIVERY OF UNIT SHARES TO A SUBSCRIBER.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL
OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH
JURISDICTION, OR IN ANY JURISDICTION IN WHICH THE PERSON MAKING SUCH OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO SO. ALL PAYMENTS FOR THESE SECURITIES SHALL
BE MADE BY CASH, CHECK, OR MONEY ORDER PAYABLE TO "HOME WEB, INC."
THE TERMINATION DATE OF THIS OFFERING IS NINETY (90) DAYS AFTER THE DATE OF THIS
PROSPECTUS, UNLESS EXTENDED BY THE COMPANY FOR AN ADDITIONAL NINETY (90) DAYS.
OFFERING SUMMARY
The following is a summary of certain information contained in this Prospectus
and is qualified in its entirety by the more detailed information and financial
statements (including notes thereto) appearing elsewhere in this Prospectus.
THE COMPANY
Home Web, Inc. (the "Company") was organized as a Nevada corporation on
September 15, 1995. Its principal office is currently located at 380 Foam
Street, Suite 210, Monterey, CA 93940. The telephone number is 408-375-6209. The
fax number is 408- 375-3559.
The Company was formed to penetrate the California gourmet and specialty foods
market; maximize its sales by positioning Monterey Cheese Company to become a
leading provider of handmade Monterey Jack cheese and; to maximize shareholder
value by capitalizing on the demand for a high quality handmade Monterey Jack
cheese from historic Monterey, California.
THE OFFERING
Type of securities offered: 2,400,000 Shares of Common Stock, currently $.001
Par Value, offered at $0.05 per share
Shares outstanding prior to offering: 4,100,000
Shares outstanding after offering: 6,400,000 (if all securities are sold)
SELECTED FINANCIAL INFORMATION
The company as of April 28, 1997 has no financial data because it is a start up
company. The company's fiscal year-end is December 31 th..
[Download Table]
Balance Sheet Data:
Assets
Current Assets $0
Property & Equipment $0
Other Assets $0
Total Assets: $0
Liabilities
Current Liabilities $0
Equity
Retained Earnings $0
Net Income (Loss) $0
Total Equity: $0
Total Liabilities and Equity: $0
RISK FACTORS
ARBITRARY OFFERING PRICE
Prior to the offering made hereby, there has been no market for the Company's
Common Stock. The offering price of the Shares has been arbitrarily determined
by the Company and bears no relationship to assets, book value, net worth,
earnings, actual results of operations, or any other established investment
criteria. Among the factors considered in determining such offering price were
the Company's current financial condition, the degree of control which the
current shareholders desired to retain, and an evaluation of the prospects for
the Company's growth. The offering price set forth on the cover page of this
Prospectus should not, therefore, be considered an indication of the actual
value of the Common Stock of the Company.
DILUTION
Investors participating in this offering will not incur immediate, substantial
dilution. See "DILUTION".
LACK OF MARKET FOR SHARES
There is no market for the Company's Shares and there can be no assurance that
such a market will develop by reason of this offering. Upon completion of the
offering, there is a possibility that even if a market does develop, it would
not be sustained. The investment community may show little or no interest in the
Shares offered; and, accordingly, investors may not be readily able to liquidate
their investment. Even if a purchaser hereunder is able to find a brokerage firm
to effect a transaction in the securities of the Company, a combination of
brokerage commissions, state transfer taxes, when applicable, and any other
selling costs may exceed the offering price of the same.
NO UNDERWRITER
The Company will sell the Shares offered hereby without the use of an
underwriter. The Company may experience difficulty in completing the sale of its
Shares and if so, the Company may not be able to complete its business plan as
successfully as it might if the maximum number of Shares are sold.
NO LIKELIHOOD OF DIVIDENDS
The Company has never paid dividends. At present, the Company does not
anticipate paying dividends on its Common Stock in the foreseeable future and
intends to devote any earnings to the development of the Company's business.
Investors who anticipate the need for immediate income from their investment
should refrain from the purchase of the Shares.
POTENTIAL FOR FUTURE STOCK OFFERING
In the event the proceeds from this Offering are inadequate to finance
operations, the Company may conduct future offerings of its securities. Such an
offering would dilute the ownership interests of investors in this offering.
Business Risks
RECENTLY ORGANIZED COMPANY
The Company was only recently organized and may be considered a start-up
company. The Company has limited operating history. The Company, therefore, must
be considered promotional and in its early formative and developmental stage.
Potential investors should be aware of the difficulties normally encountered by
a new enterprise. There is nothing at this time on which to base an assumption
that the Company's business plans will prove successful, and there is no
assurance that the Company will be able to operate profitably (see "PROPOSED
BUSINESS OF THE COMPANY").
USE OF PROCEEDS NOT SPECIFIC
The proceeds of this offering have been allocated only generally. Proceeds from
sale of the Shares will most likely be allocated to working capital or
administrative expenses. Accordingly, investors will entrust their funds with
management on whose judgment investors must depend, with only limited
information about management's specific intentions. (see "USE OF PROCEEDS" and
"PROPOSED BUSINESS OF THE COMPANY").
CONTROLLING ENTITIES AND POTENTIAL CONFLICTS OF INTEREST
Upon completion of this offering, the present Directors and Executive Officers
and their respective affiliates, will beneficially own approximately 63% of 'the
outstanding Common Stock. As a result, these stockholders will be able to
exercise significant influence over all matters requiring stockholder approval,
including the election of Directors and approval of significant corporate
transactions. Such concentration of ownership may also have the effect of
delaying or preventing a change in control of the Company. Management will be
engaged in transactions with the Company that will involve potential conflicts
of interest. In addition, the Officers are not required to devote all of their
time and energies to the business and affairs of the Company.
COMPETITION
There are numerous corporations, firms, and individuals which are engaged in the
type of business activities contemplated by the Company. Many of those entities
are more
experienced and possess substantially greater financial, technical, and
personnel resources than the Company. While the Company hopes to be competitive
with other similar companies, there can be no assurance that such will be the
case.
DILUTION
Dilution is a reduction in the net tangible book value of a purchaser's
investment measured by the difference between the purchase price and the net
tangible book value of the Shares after the purchase takes place. The net
tangible book value of Common Stock is equal to stockholders' equity applicable
to the Common Stock as shown on the Company's balance sheet divided by the
number of shares of Common Stock outstanding. As a result of such dilution, in
the event the Company is liquidated, a purchaser of Shares may receive less than
his initial investment and a present stockholder may receive more.
The net tangible book value of the Company's Common Stock as of April 28, 1997
was, $0.00 or $.00 per share. After giving effect to the receipt of the
estimated gross proceeds of $120,000 thousand dollars from the sale by the
Company of 120,000 shares of Common Stock the pro forma net tangible book value
would then be $120,000 thousand dollars or $0.02 per share of Common Stock. This
represents an immediate increase in net tangible book value of $0.02 per share
of Common Stock to existing holders of Common Stock from the proceeds of the
Offering and substantial dilution to the new investors (i.e., the difference
between the assumed initial offering price of $0.05 per share of Common Stock
and the pro forma net tangible book value per share) of $0.03 per share of
Common Stock.
USE OF PROCEEDS
The net proceeds of the offering will be $120,000. The principal purposes and
priorities in which proceeds are to be used are as set forth below:
[Download Table]
Gross Amount of Proceeds: $120,000 100%
Working Capital/General Admin. 12,000 10.0
Legal/Accounting 20,000 16.7
Consulting Fee(s) 15,000 12.5
Offering Related Costs 15,000 12.5
Inventory 58,000 48.3
Total: $120,000 100%
EXECUTIVE SUMMARY
HISTORY AND ORGANIZATION
Home Web, Inc. (the "Company") was organized as a Nevada corporation on Sept.
15, 1995. Its principal office is currently located at 380 Foam Street) Suite
210, Monterey, CA 93940. The telephone number is 408-375-6209. The fax number is
408-375-3559.
THE COMPANY
The Company was formed to penetrate the gourmet/specialty foods market and
maximize its sales by wholesaling the Monterey Cheese Company products to
gourmet food stores, small grocery chain stores and hotels. The product is
currently sold through California Season's Company owned retail stores,
catalog/direct mail order, as well as business and corporate sales programs
The gourmet and specialty food industry is one of the fastest growing businesses
in America. The national revenue for the gourmet and, specialty food industry
exceeds 33 billion dollars. Home Web, Inc., is taking advantage of this rapidly
exploding market by wholesaling and distributing varieties of handmade Monterey
Jack Cheese.
The company selected Monterey, California as its location because it was the
original home of Monterey Jack cheese. David Jacks of Monterey first produced
and marketed Monterey Jack cheese in 1882.
Monterey Jack cheese is the only native California cheese and one of only two
cheeses native to the United States. The Monterey Cheese Company is the only
company offering handmade Monterey Jack cheese with the Monterey, California
label.
BUSINESS OF THE COMPANY
Monterey Cheese Company currently offers twelve varieties of creamy, handmade
cheese in three pound wheels, one pound wheels, nine ounce wedges and three
ounce wedges.
The Company offers the following cheeses: hand rolled, original Monterey Jack,
Dry Jack, Caraway, Pesto, Hot Pepper Jack, Habanero Jack, Garlic Jack, Lite
Jack, Cheddar, Chili Cheddar, Vidalia Onion Jack, and Teleme.
Monterey Cheese Company offers a product that no one else offers: one that has
already been market tested with excellent results. There already exists a high
demand for the products evidenced by a constant stream of inquiries.
The Company's research has shown that there is a very strong niche demand for
its products primarily because of the fact that it is from Monterey and of
handmade quality.
MANAGEMENT
The management of the Company is fully committed to producing strong and diverse
financial results; concentrating on increasing sales revenue and profits;
building a strong, focused team of employees; and planning thoroughly before
committing company resources.
DIRECTORS, EXECUTIVE OFFICERS, AND MANAGEMENT
[Download Table]
Name and Address Position
Dennis Davis President/CEO
P.O. Box 653 Director
Pacific Grove, CA 93950
Cornelia Davis Secretary/Treasurer
P.O. Box 653 Director
Pacific Grove, CA 93950
Florence Grig Roberts Director
20 Paso Del Rio
Carmel Valley, CA 93924
The Directors named above will serve until the first annual meeting of the
Company's shareholders. Thereafter, Directors will be elected for one-year terms
at the annual shareholders' meeting. Officers will hold their positions at the
appointment.
MANAGEMENT RESUMES
Dennis Davis, President/CEO
Mr. Dennis Davis has been involved with the company since April of 1097 and
serves as its acting president. Mr. Davis is a business consultant specializing
in financial matters, creating and developing business plans, strategic
planning, and assisting in implementing strategic growth initiatives. Mr. Davis
also assists privately owned and public companies seeking financing, acquisition
financing, ownership transition, and other financing and liquidity options.
Mr. Davis was in the banking industry for 15 years with extensive senior level
management and planning experience. His banking career consisted of the
following positions, Administrator of the Lending Department, vice-president,
Senior Commercial Loan Officer, as vice-president responsible for the Real
Estate and Construction Department, as vice-president responsible for the Loan
Adjustment Department and Branch Manager.
For eight years he was the managing general partner for a grocery/liquor retail
outlet with gross sale of one million dollars per year. He was President of the
Affordable Housing Corporation of Monterey County, Treasurer of the Marina
Chamber of Commerce, a Director of the California International Air Show, Sports
Fest Inc., and the American Diabetes Association.
Cornelia Davis, Secretary/Treasurer
Ms. Davis is the Secretary and Treasure for Home Web, Inc. She is the President
CDIC Financial Services, a financial and business consulting company. Her past
experience includes capital formation for private and public companies including
acquisition financing and other financing options. Ms Davis also specializes in
assisting companies with sales, marketing and promotions.
Ms. Davis consulted for a retail golf company in the positions of investor
relations coordinator from 1992 to 1995. She was also instrumental in launching
a private stock offering that successfully raised over four million dollars.
Prior to this she was the Business Development Director of one of the largest
title companies in the nation. She also was the founder of Yavapai Land Fund
Mutual, an Arizona real estate investment company.
Ms. Davis received a BA degree from Arizona State University in Organization and
Communications with a minor in Human resources.
Florence Grig Roberts, Director
Ms. Roberts is currently a consultant for Monterey Season's, Inc. a
gourmet/specialty foods company. She is assisting the company business
strategies and capital formation.
Ms. Roberts is actively involved in management of rental properties on the
Monterey Peninsula. She has a twenty year history of managing her personal real
estate portfolio which includes acting as her own agent in sales and
acquisitions.
For seven years Ms. Roberts owned and operated "Lonesome Dove" a retail store in
Carmel, California. The store specialized in the sales of western wear and
Indian artifacts.
Ms. Roberts also had a succesful career as an art consultant in a Carmel Art
Gallery and was rated the top producer.
COMPENSATION
The Board of Directors has adopted a salary compensation for the Directors and
Officers of the Company. Currently, the President will receive a salary of $500
per month for the next six months at which time the financial condition of the
Company will dictate the compensation of Officers and Directors, plus the
Company will reimburse its Officers and Directors for any out-of pocket expenses
incurred on behalf of the Company. The Company does not have any pension,
profit-sharing, stock bonus, or other benefit plans. Such plans may be adopted
in the future at the discretion of the Board of Directors.
However, certain stock option agreements have been issued to, or agreed by the
Board of Directors to be issued to, the following executive officers of the
Company: Mr. Davis, 250,000 common shares; Ms. Roberts, 50,000 common shares;
and Ms. Davis, 100,000 common shares. These options carry an exercise price of
$.01 per share and may be exercised at any time.
The Board of Directors has authorized the issuance of 100,000 shares to an
employee of the Company for services.
INDEMNIFICATION AND EXCLUSION OF LIABILITY OF DIRECTORS AND OFFICERS
So far as permitted by the California Business Corporation Act, the Company's
Articles of Incorporation provide that the Company will indemnify its Directors
and Officers against expenses and liabilities they may incur and defend, settle
or satisfy any civil or criminal action brought against them on account of their
being or having been Company Directors or Officers unless, in any such action,
they are adjudged to have acted with gross negligence or to have engaged in
willful misconduct. Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as
amended, (collectively, the "Acts") may be permitted to directors, officers or
controlling persons pursuant to foregoing provisions, the Company has been
informed that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Acts and is,
therefore, unenforceable.
CERTAIN RELATED TRANSACTIONS
The Company has retained the services of Monterey Ventures, Inc. (MVI), a
private firm that specializes in assisting companies with investment banking
services. The Company has executed an Investment Banking Agreement that calls
for MVI to provide guidance and consultation to the Company, primarily in the
areas of preparing the private placement offering memorandum, corporate finance
and public market development. The Company will pay a cash fee of $10,000 as
compensation for services to be rendered by MVI. It is further noted that Dennis
Davis, an executive officer and director of the Company, is also an equity
member of MVI and thus stands to benefit personally from
this Investment Banking Agreement. Also, as a part of this Investment Banking
Agreement, the Company has agreed to issue a stock option agreement that will
allow MVI to purchase up to 750,000 shares of the Company's common stock at an
exercise price of $.01 per share.
CORPORATE STRUCTURE
The following table sets forth information with respect to the share ownership,
both before and after this offering, of all beneficial 10% or more Shareholders,
Directors, Officers and the Officers and Directors as a group, of the Stock of
the Company.
PRINCIPAL SHAREHOLDERS
[Download Table]
Owner Shares Owned Percent Before Percent After
Offering Offering
Dennis Davis 3,700,000 93 % 58 %
Cornelia Davis 250,000 6 % 4 %
Florence Grig Roberts 50,000 1 % 1 %
DESCRIPTION OF SECURITIES
The Company is offering 240,000 Shares (the "Shares") in this offering at a
price of $0.05 per share. The Company is authorized to issue 10,000,000 shares
of its Common Stock, at $.001 par value. Each share of Common Stock is entitled
to share pro rata in dividends and distributions with respect to the Common
Stock when, as and if declared by the Board of Directors from funds legally
available therefor. No holder of any shares of Common Stock has any pre-emptive
right to subscribe for any of the Company's securities. Upon dissolution,
liquidation or winding up of the Company, the assets will be divided pro rata on
a share-for-share basis among holders of the shares of Common Stock after any
required distribution to the holders of the preferred stock. All shares of
Common Stock outstanding are fully paid and non-assessable and the shares will,
when issued upon payment therefore as contemplated hereby, be fully paid and
non-assessable.
Each shareholder of Common Stock is entitled to one vote per share with respect
to all matters that are required by law to be submitted to shareholders. The
shareholders are not entitled to cumulative voting in the election of directors.
Accordingly, the holders of more than 50% of the shares voting for the election
of directors will be able to elect all the directors if they choose to do so.
PRICING THE OFFERING
The offering price of the Shares to be sold in the offering was determined by
the Company. In determining the offering price and number of Shares to be
offered, the
Company considered such factors as the financial condition of the Company, its
net tangible book value, lack of operating history, and general condition of the
securities markets. Accordingly, the offering price set forth on the cover page
of this Prospectus should not be considered to be an indication of the book
value of the stock. The price bears no relation to the Company's assets, book
value, lack of earnings or net worth or any other traditional criterion of
value. There currently is no market for the Shares. Although the Company plans
to try and develop a market for the shares, there is no assurance that a market
will develop for such following the offering. Even in the event a market
develops for the Common Stock of the Company, it is unlikely that normal market
forces will result in a price increase of the Common Stock.
LITIGATION
The Company is not presently a party io any litigation nor, to the knowledge of
Management, is any litigation threatened.
LEGAL MATTERS
Patricia Cudd, Attorney & Counselor at Law, whose principle address is 50 South
Steele Street, Suite #222, Denver, Colorado 80209, and whose telephone number is
(303) 394- 2197, has provided legal services in rendering an opinion with
respect to the exemption to registration of the shares of common stock of the
Company offered in this offering.
ADDITIONAL INFORMATION
The Company will file, within 15 days of the first sale, with the Securities and
Exchange Commission a Notice of Sale of Securities Pursuant to Regulation D,
Section 4(6), and/or Uniform Limited Offering Exemption (the "Notice") on Form D
under the provisions of the Securities Act of 1933. Copies of the Notice on Form
D may be purchased at the Commission's principal office, upon payment of the
fees presented by the Commission, or at the Company's corporate offices during
regular business hours.
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘10SB12G’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Corrected on: | | 6/3/99 | | | | | | | None on these Dates |
| Filed on: | | 3/16/99 |
| | 7/1/97 | | 2 |
| | 4/28/97 | | 8 | | 11 |
| | 9/15/95 | | 7 | | 12 |
| List all Filings |
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