Registration of Securities by a Small-Business Issuer — Form SB-2
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Document/Exhibit Description Pages Size
1: SB-2 Registration of Securities by a Small-Business 36± 154K
Issuer
2: EX-3.(I).1 Certificate of Incorporation 4 20K
3: EX-3.(II).1 By-Laws 12 64K
4: EX-5.1 Opinion of Blackburn & Stoll, Lc 2 11K
5: EX-10.1 Asset Purchase Agreement 4 14K
6: EX-23.1 Consent of Pritchett, Siler & Hardy, P.C. 1 6K
7: EX-99.1 Subscription Agreement 3 10K
8: EX-99.2 Escrow Agreement 9 36K
SB-2 — Registration of Securities by a Small-Business Issuer
Document Table of Contents
As filed with the Securities and Exchange Commission on September ___, 2005.
Registration Statement No. ________
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM SB-2
Registration Statement Under
the Securities Act of 1933
World Trophy Outfitters, Inc.
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(Name of small business issuer in its charter)
Nevada 7990 20-2190950
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(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
4245 Production Court, Las Vegas, Nevada 89115, (801) 635-5576
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(Address and telephone number of principal executive offices
and principal place of business)
Eric L. Robinson
BLACKBURN & STOLL, LC
257 East 200 South, Suite 800
Salt Lake City, UT 84111 (801) 521-7900
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(Name, address and telephone number of agent for service)
Approximate date of proposed sale to the public: As soon as practicable
from time to time after this Registration Statement becomes effective.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering.
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box.
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CALCULATION OF REGISTRATION FEE
========================== ======================= ======================= ======================= =======================
Title of Each Class of Proposed Maximum Proposed Maximum Amount of
Securities to be Shares Offering Price Aggregate Registration
Registered to be Registered Per Unit Offering Price Fee
-------------------------- ----------------------- ----------------------- ----------------------- -----------------------
Common Stock 400,000 $.50 $200,000 $24
========================== ======================= ======================= ======================= =======================
The number of shares to be registered is estimated solely for the
purpose of determining the registration fee.
The registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
PROSPECTUS
WORLD TROPHY OUTFITTERS, INC.
$100,000 Minimum/$200,000 Maximum
Common Stock
This is our initial public offering. We are offering a minimum of
200,000 shares and a maximum of 400,000 shares of common stock. The public
offering price is $.50 per share. No public market currently exists for our
shares. From inception to date we have had very limited operations.
The shares are offered on a "minimum/maximum, best efforts" basis
directly through our officers. No commission or other compensation related to
the sale of the shares will be paid to our officers. The proceeds of the
offering will be placed and held in an escrow account at U.S. Bank National
Association, until a minimum of $100,000 in cash has been received as proceeds
from sale of shares. If we do not receive the minimum proceeds within 90 days
from the date of this prospectus, unless extended by us for up to an additional
30 days, your investment will be promptly returned to you without interest and
without any deductions. This offering will expire 60 days after the minimum
offering is raised. We may terminate this offering prior to the expiration date.
Upon completion of this offering, our common stockholders will own
11,200,000 shares of common stock if the minimum is raised and 11,400,000 shares
of common stock if the maximum is raised.
Price to Public Commissions Proceeds to Company
--------------- ----------- -------------------
Per Share $.50 $0 $.50
Minimum $100,000 $0 $100,000
Maximum $200,000 $0 $200,000
Investing in shares of our stock involves significant risks. Our "Risk
Factors" begin on page 5.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
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The information in this prospectus is not complete and may be changed.
We may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and is not soliciting an offer to buy these securities
in any state where the offer or sale is not permitted.
The date of this prospectus is September __, 2005.
TABLE OF CONTENTS
PAGE
Prospectus Summary...........................................................3
Risk Factors.................................................................5
Forward-Looking Statements...................................................8
Dilution.....................................................................9
Use Of Proceeds.............................................................10
Determination Of Offering Price.............................................11
Market For Common Equity And Related Stockholder Matters....................11
Description Of Business.....................................................13
Description Of Property.....................................................15
Management's Discussion And Analysis Or Plan Of Operation...................15
Directors, Executive Officers, Promoters And Control Persons................17
Executive Compensation......................................................18
Certain Relationships And Related Transactions..............................19
Security Ownership Of Certain Beneficial Owners And Management..............19
Description Of Securities...................................................20
Plan Of Distribution........................................................21
Legal Proceedings...........................................................22
Legal Matters...............................................................22
Experts.....................................................................22
Changes And Disagreements With Accountants On Accounting
And Financial Disclosure..................................................22
Available Information.......................................................23
Financial Statements.......................................................F-1
Prospectus Summary
We were formed as a Nevada corporation on January 13, 2005 as World
Trophy Outfitters, Inc. ("WTO"). We are in the business providing a booking and
consulting service for and selling big game hunting packages to high end clients
who seek to hunt with the top tier big game outfitters. Our principal executive
offices are located at 4245 Production Court, Las Vegas, Nevada 89115. Our
telephone number is: (801) 635-5576.
From January 13, 2005 (inception) through June 30, 2005, we had
revenues of $159,400 and realized a net income of $20,927. However, we have a
limited operating history and there can be no assurance that we will be
profitable in the future. These factors raise substantial doubts about our
ability to continue as a going concern.
We are offering a minimum of 200,000 and a maximum of 400,000 shares.
Upon completion of the offering, we will have 11,200,000 shares of common stock
outstanding if we sell the minimum and 11,400,000 shares of common stock
outstanding if we sell the maximum number of shares. After completion of this
offering, Mr. Don Peay, our president and a director, will direct approximately
88% of the voting control of WTO if the maximum amount is raised and
approximately 90% of the voting control of WTO if the minimum amount is raised.
As a result, Mr. Peay will effectively have voting control of WTO with respect
to all matters submitted to the vote of the stockholders, including the election
of directors.
We will realize $77,500 if we raise the minimum and $177,500 if we
raise the maximum amount of the offering. We anticipate our expenses related to
the offering to be approximately $22,500. We will use the proceeds from the
offering to purchase big game hunts for resale to our customers and to cover
some of our operating costs over the next year. We believe that with revenues
generated from anticipated sales and the minimum net offering proceeds amount of
$77,500, we will be able to fund our operating costs over the next year.
Selected Historical Financial Data
The following selected historical financial data of is only a summary
and you should read it in conjunction with our consolidated financial statements
and the notes to those financial statements.
[Enlarge/Download Table]
January 13, 2005
Three Months Ended (Date of Inception) to
June 30, 2005 March 31, 2005
Statement of Operations Data: (Unaudited) (Audited)
Sales.......................................... $ 75,400 $ 79,000
Consulting..................................... -- 5,000
Cost of Sales.................................. 67,389 60,575
General and Administrative Expenses............ 5,000 --
Net Income..................................... 2,011 18,916
Net Income Per Share........................... -- --
Balance Sheet Data:
Current assets................................ $ 138,612 $ 152,601
Total assets.................................. 138,612 152,601
Current liabilities........................... 124,333 140,333
Total liabilities............................. 124,333 140,333
Working capital............................... 14,279 12,268
Stockholder's equity.......................... 14,279 12,268
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Risk Factors
You should consider carefully the following risk factors and other
information in this prospectus before investing in our common stock.
Because we are a new business and we have not proven our ability to
generate profit, an investment in WTO is risky. We have no meaningful operating
history so it will be difficult for you to evaluate an investment in our stock.
Our operations are subject to all risks inherent in the creation of a new
business and the acquisition, marketing and resale of big game hunts, including
the absence of a history of significant operations and of proven big game hunt
packages which have been produced and sold over a significant period of time. We
are continuing to establish many functions which are necessary to conduct
business, including, managerial and administrative structure, marketing
activities, financial systems, computer systems, web development and personnel
recruitment. From inception (January 13, 2005) through June 30, 2005, we had
revenues of $159,400 and a net income of $20,927. We cannot assure that we will
be profitable in the future. Since we have not proven the essential elements of
profitable operations, you will be furnishing venture capital to us and will
bear the risk of complete loss of your investment in the event we are not
successful.
Our auditors have expressed doubt about our ability to continue as a
going concern. Our audited financial statements have been prepared assuming that
we continue as a going concern. Our auditors have noted that we have a limited
operating history and do not have a significant track record of profitable
operations. As a result, our auditors have indicated that these conditions raise
substantial doubt about our ability to continue as a going concern.
At June 30, 2005 we had $14,279 in working capital, stockholder equity
of $14,279 and we do not have sufficient funding to execute our plan of
operation. As of June 30, 2005, we had current assets of $138,612 and current
liabilities of $124,333. We are devoting substantially all of our present
efforts to establishing a new business and need the proceeds from this offering
to continue implementing our plan of operation. We estimate that we will need to
raise at least $100,000 in additional funding to execute our plan of operation.
This funding is needed to acquire big game hunts for resale and to cover some of
our operating costs over the next year. We may be unsuccessful in obtaining
additional funding or funding may only be available on terms that are
disadvantageous to us. If we are unsuccessful in raising additional funds it may
result in the discontinuance of our business due to lack of funding. These
factors raise substantial doubt about our ability to continue as a going
concern.
An investment in WTO will result in immediate dilution an amount equal
to substantially all of the price paid for shares purchased in this offering.
Upon completion of this offering, investors will incur approximately 98%
dilution in the net tangible book value per share of their common stock compared
to the purchase price thereof if the maximum amount is raised. See "Dilution."
If our revenues are below our estimates or our expenses exceed our
estimates it may impact our ability to continue operations. We believe we have
accurately estimated our needs for the next twelve months based on our projected
revenues and receiving funding in this offering. There can be no assurance that
we have accurately projected future revenues. It is possible that our marketing
costs, hunting package acquisition costs or our other costs will exceed our
estimates. If this happens, it may impact our ability to generate revenue and we
would need to seek additional funding. We have no arrangements in place whereby
we could obtain additional funding.
Mr. Peay is able to elect all our directors and control our future
course. In January 2005, we issued 10,000,000 shares of common stock to Mr.
Peay, our president and sole director. After completion of this offering, Mr.
Peay will direct approximately 88% of the voting control of WTO, assuming the
maximum amount is sold. As a result, Mr. Peay will effectively have voting
control of WTO with respect to all matters submitted to the vote of the
stockholders, including the election of directors. The concentration of voting
control may also have the effect of impeding a non-negotiated change in control
which result may or may not benefit stockholders. In addition, stockholders may
be disadvantaged in the event matters are put to the stockholders for approval
and the interests of the holders of the preferred stock are dissimilar to the
interests of the stockholders generally.
If the offering is completed, you will have no ability to control
operations. Although you will pay a price per share that substantially exceeds
the price per share paid by current stockholders and will contribute a
significantly higher percentage of the total amount to fund our operations,
investors in this offering will own a very small percent, less than 4% of our
common shares if the maximum amount is raised. As a result, you will have no
ability to control how management operates our business. Moreover, Mr. Peay will
direct at least 88% of the voting control of WTO after the offering is
completed. Mr. Peay, as majority stockholder and the sole director, will be able
to control the future course of WTO.
If we lose the services of Mr. Peay it is unlikely that our business
could continue. We are in the development stage and require the services of our
president to become established. We do not have an employment agreement with Mr.
Peay. As a result, Mr. Peay may terminate his employment at any time. There is
intense competition for management and marketing personnel in our business. If
we lost the services of our president, it is questionable whether we would be
able to find a replacement and it is likely our business would fail.
We do not have exclusive arrangements with any of the big game
outfitters with whom we work, guide services from outfitters are widely
available to other wholesalers and can be readily sold by competitors. We have
no exclusive arrangements that would preclude or inhibit competitors from
selling big game outfitting packages that are substantially similar to or the
same as the packages that we sell. As a result, our competitors could buy and
market packages that are substantially similar to our packages.
We depend on third party outfitters to sell us big game hunting
packages at competitive prices. We resell hunting packages from various big game
outfitters. There are no arrangements whereby any outfitters have agreed or are
required to continue to sell hunting packages to us. The hunting packages we
sell could be purchased from a number of third parties.
We have limited experience in sales and marketing which may affect our
ability to generate clients. As a new company, we have limited experience in
sales, marketing, or distribution, of our outfitter packages. Our current plan
is to approach additional high end hunters who might be interested in our
packages. We cannot assure you that we will be able to establish sales and
distribution capabilities or that we will be able to obtain a client base for
our packages.
We must keep pace with changing conditions in wildlife populations and
guiding and hunting regulations throughout the US, Canada, Mexico and Africa in
order to provide our customers the best possible packages. Wildlife populations
are subject to disease, predation and harsh weather conditions that can
dramatically affect herd size and trophy quality. Governments and hunting
regulations change frequently. Our future success will depend in part on our
ability to maintain existing clients and outfitter relationships, and develop
new relationships with outfitters that meet changing client requirements. We may
not be successful in attracting additional clients who desire our custom
services. We could experience difficulties that delay or prevent the successful
development and marketing of outfitter packages. We cannot guarantee that any
current or newly acquired outfitter packages will achieve market acceptance.
If our recommended hunts are not successful, or there are reductions in
wildlife herds it may adversely affect our business. Hunting is a high risk
adventure. We cannot control the weather which has a substantial influence on
the outcome of a hunt. We cannot control the physical abilities and shooting
abilities of our clients. We cannot control government policies that affect the
overall hunting experience. Failure to provide satisfactory experiences, even if
it is from elements beyond our control could result in the following:
o loss of revenues;
o delays in establishing our business;
o damage to our reputation; and
o increased service costs.
Any of these occurrences could have a material adverse effect upon our
business, financial condition and results of operations.
The acceptance of our hunting packages by retail customers is
uncertain. Our proposed business is based on a perceived demand for hunting
packages by high end customers. There is no assurance of market acceptance of
these packages, and our business will be subject to all the risks associated
with our introduction of hunting packages to the marketplace. We have not
undertaken an independent market study to determine the feasibility of this
concept.
The market for outfitter hunting packages is highly competitive.
Competition ranges from a large number of sole proprietors to a variety of
smaller organizations that provide hunting outfitter services. Many of our
competitors are larger and have significantly greater financial resources,
management experience, and have other capabilities than we currently lack.
We do not anticipate paying dividends in the foreseeable future. We
have never paid dividends on our stock. The payment of dividends, if any, on the
common stock in the future is at the discretion of the board of directors and
will depend upon our earnings, if any, capital requirements, financial condition
and other relevant factors. The board of directors does not intend to declare
any dividends on our common stock in the foreseeable future.
There is no market for our stock and there can be no assurance that a
market will develop after this offering. There is no market for our stock. There
can be no assurance that a market for our stock will develop after this
offering. If a market does develop, there can be no assurance as to the depth or
liquidity of any such market or the prices at which holders may be able to sell
their shares. As a result, an investment in our stock may be illiquid, and
investors may not be able to liquidate their investment readily or at all when
they need or desire to sell.
We have no independent directors serving on our board of directors. Our
sole director is Mr. Peay, who is also the sole officer of the Company. As a
result, our board of directors may be influenced by the concerns, issues or
objectives of management to a greater extent than would occur with independent
board members. In addition, we do not have the benefit of having persons
independent of management review, comment and direct our corporate strategies
and objectives.
There is no commitment for anyone to buy shares in this offering. The
shares are being sold by us on a reasonable efforts basis. There is no
underwriter and no firm commitment from anyone to purchase all or any of the
shares offered. No assurance can be given that all of the shares will be sold.
If we are unable to sell the minimum amount we will not have sufficient funds to
execute our plan of operation.
If a public market develops, of which there can be no assurance, our
stock price may be volatile. Many factors will influence the market prices. The
shares could be subject to significant fluctuation in response to variations in
operating results, investor perceptions, supply and demand, interest rates,
general economic conditions and those specific to the industry, and to
developments with regard to our activities, future financial condition and
management.
Management has broad discretion as to the exact allocation and priority
and timing of the allocation of funds raised from the offering. The allocation
of the proceeds of the offering may vary significantly depending upon numerous
factors, including our success in marketing our products. Accordingly,
management will have broad discretion with respect to the expenditure of the net
proceeds of the offering. Investors purchasing the shares offered hereby will be
entrusting their funds to management. See "Use of Proceeds."
We have the ability to issue addition shares of common and preferred
stock without stockholder approval. We are authorized to issue up to 100,000,000
shares of common stock. To the extent of such authorization, we have the
ability, without seeking stockholder approval, to issue additional shares of
common stock in the future for such consideration we may consider sufficient.
The issuance of additional common stock in the future will reduce the
proportionate ownership and voting power of the common stock offered hereby. We
are also authorized to issue up to 10,000,000 shares of preferred stock, the
rights and preferences of which may be designated in series by the board of
directors. To the extent of any authorizations, such designations may be made
without stockholder approval. The designation and issuance of a series of
preferred stock in the future could create additional securities which may have
voting, dividend, liquidation preferences or other rights that are superior to
those of the common stock, which could effectively deter any takeover attempt of
WTO.
After the effective date of this registration statement we will be
subject to increased costs and expenses that may adversely affect our survival.
We have chosen a public registration before our business has developed a
predictable cash flow. There are present registration expenses and future legal
and accounting expenses, future reporting requirements to the SEC, potential
future listing requirements, and future investor relations costs that must be
borne by a public company but not a private company. These costs can be a
burdensome expense that could adversely affect our survival.
FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements within the meaning
of the securities laws. These forward-looking statements are subject to a number
of risks and uncertainties, many of which are beyond our control. All statements
other than statements of historical facts included in this prospectus, including
the statements under "Description of Business," "Management Discussion and
Analysis or Plan of Operation" and elsewhere in this prospectus regarding our
strategy, future operations, financial position, projected costs, projected
revenues, prospects, plans and objectives of management, are forward-looking
statements. When used in this prospectus, in our press releases or other public
or stockholder communications, or in oral statements made with the approval of
our executive officers, the words or phrases "would be," "intends to," "will
likely result," "are expected to," "is anticipated," "estimate," "project," or
similar expressions are intended to identify "forward-looking statements",
although not all forward-looking statements contain such identifying words.
We caution readers not to place undue reliance on any forward-looking
statements, which speak only as of the date made, are based on certain
assumptions and expectations which may or may not be valid or actually occur,
and which involve various risks and uncertainties. We disclose important factors
that could cause our actual results to differ materially from our expectations
under the caption "Risk Factors", including but not limited to our history of
losses, working capital deficit, need for additional funds to execute our
business plan, dependence on our distributors, and the risk of product demand,
economic conditions, competitive products, changes in the regulation of our
industry and other risks. As a result, our actual results for future periods
could differ materially from those anticipated or projected.
Unless otherwise required by applicable law, we do not undertake, and
specifically disclaim any obligation, to update any forward-looking statements
to reflect occurrences, developments, unanticipated events or circumstances
after the date of such statement.
DILUTION
As of June 30, 2005, we had a net tangible book value, which is the
total tangible assets less total liabilities, of $12,103, or approximately
$.0011 per share. The following table shows the dilution to your investment
without taking into account any changes in our net tangible book value after
June 30, 2005, except the sale of the minimum and maximum number of shares
offered.
[Enlarge/Download Table]
Assuming Minimum Assuming Maximum
Shares Sold Shares Sold
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Shares outstanding 11,200,000 11,400,000
Public offering proceeds at $.50 per share $100,000 $200,000
Net offering proceeds after offering expenses $77,500 $177,500
Net tangible book value before offering $12,103 $12,103
Per Share $.0011 $.0011
Pro forma net tangible book value after
offering $89,603 $189,603
Per Share $.0080 $.0166
Per share increase attributable to purchase
of shares by new investors $.0069 $.0155
Dilution per share to new investors $.4920 $.4834
Percent dilution 98.4% 96.68%
The following table summarizes the comparative ownership and capital
contributions of existing common stock stockholders and investors in this
offering as of June 30, 2005:
Shares Owned Total Consideration Average Price
Number - % Amount Per Share
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Present Stockholders (1):
Minimum Offering 11,000,000 - 98% $20,000 (2) $.0018 (2)
Maximum Offering 11,000,000 - 97% $20,000 (2) $.0018 (2)
New Investors:
Minimum Offering 200,000 - 2% $100,000 $.50
Maximum Offering 400,000 - 3% $200,000 $.50
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(1) The numbers used for Present Stockholders assumes that none of the present
stockholders purchase additional shares in this offering.
(2) Prior to this offering, we had 11,000,000 shares of common stock
outstanding. Of these shares, 10,000,000 shares were issued for $10,000 and
1,000,000 shares were issued for $10,000.
USE OF PROCEEDS
The net proceeds to be realized by us from this offering, after
deducting estimated offering related expenses of approximately $22,500, is
$77,500 if the minimum and $177,500 if the maximum number of shares are sold.
The following table sets forth our estimate of the use of proceeds from the sale
of the minimum and the maximum amount of shares offered. Since the dollar
amounts shown in the table are estimates only, actual use of proceeds may vary
from the estimates shown. None of the offering proceeds are expected to be used
to pay officers' salaries.
[Download Table]
Assuming Sale of Assuming Sale of
Description Minimum Offering Maximum Offering
----------- ---------------- ----------------
Total Proceeds $100,000 $200,000
Less Estimated Offering Expenses
22,500 22,500
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Net Proceeds Available $77,500 $177,500
Use of Net Proceeds:
Purchase of big game hunts $67,500 $157,500
Working Capital 10,000 20,000
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Total Net Proceeds $77,500 $177,500
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The working capital reserve may be used for general corporate purposes
to operate, manage and maintain the current and proposed operations including
additional product development, professional fees including legal and consulting
fees, expenses including office supplies and travel costs and other
administrative costs. The amounts actually expended for working capital purposes
may vary significantly and will depend on a number of factors, including the
amount of our future revenues and the other factors described under Risk
Factors.
Costs associated with being a public company, including compliance and
audits of our financial statements will be paid from working capital and
revenues generated from our operations. If less than the maximum offering is
received, we will apply the proceeds according to the priorities outlined above.
The proceeds will be used as outlined and we do not intend to change the use of
proceeds or pursue any other business other than as described in this
prospectus.
Pending expenditures of the proceeds of this offering, we may make
temporary investments in short-term, investment grade, interest-bearing
securities, money market accounts, insured certificates of deposit and/or in
insured banking accounts.
DETERMINATION OF OFFERING PRICE
The offering price of the shares was arbitrarily determined by our
management. The offering price bears no relationship to our assets, book value,
net worth or other economic or recognized criteria of value. In no event should
the offering price be regarded as an indicator of any future market price of our
securities. In determining the offering price, we considered such factors as the
perceived prospects for our business, our management's previous experience, our
historical and anticipated results of operations and our present financial
resources.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market Information
Currently, there is no public trading market for our securities and
there can be no assurance that any market will develop. If a market develops for
our securities, it will likely be limited, sporadic and highly volatile. We do
not have any agreements with market makers regarding the trading of our shares,
but at some time in the future a market maker may make application for listing
our shares.
Presently, we are privately owned. This is our initial public offering.
Most initial public offerings are underwritten by a registered broker-dealer
firm or an underwriting group. These underwriters generally will act as market
makers in the stock of a company they underwrite to help insure a public market
for the stock. This offering is to be sold by our officers. We have no
commitment from any brokers to sell shares in this offering. As a result, we
will not have the typical broker public market interest normally generated with
an initial public offering. Lack of a market for shares of our stock could
adversely affect a stockholder in the event a stockholder desires to sell his
shares.
Our shares are subject to Rule 15g-1 through Rule 15g-9, which
provides, generally, that for as long as the bid price for the shares is less
than $5.00, they will be considered low priced securities under rules
promulgated under the Securities Exchange Act of 1934. Under these rules,
broker-dealers participating in transactions in low priced securities must first
deliver a risk disclosure document which describes the risks associated with
such stocks, the broker-dealer's duties, the customer's rights and remedies, and
certain market and other information, and make a suitability determination
approving the customer for low priced stock transactions based on the customer's
financial situation, investment experience and objectives. Broker-dealers must
also disclose these restrictions in writing to the customer and obtain specific
written consent of the customer, and provide monthly account statements to the
customer. Under certain circumstances, the purchaser may enjoy the right to
rescind the transaction within a certain period of time. Consequently, so long
as the common stock is a designated security under the Rule, the ability of
broker-dealers to effect certain trades may be affected adversely, thereby
impeding the development of a meaningful market in the common stock. The likely
effect of these restrictions will be a decrease in the willingness of
broker-dealers to make a market in the stock, decreased liquidity of the stock
and increased transaction costs for sales and purchases of the stock as compared
to other securities.
Shares Available for Future Sale
As of the date of this prospectus, there are 11,000,000 shares of our
common stock issued and outstanding. Upon the effectiveness of this registration
statement, 200,000 shares of common stock will be freely tradable if the minimum
is sold and 400,000 shares of common stock will be freely tradable if the
maximum number of shares is sold. The remaining shares of common and preferred
stock will be subject to the resale provisions of Rule 144. Sales of shares of
stock in the public markets may have an adverse effect on prevailing market
prices for the common stock.
Rule 144 governs resale of "restricted securities" for the account of
any person, other than an issuer, and restricted and unrestricted securities for
the account of an "affiliate" of the issuer. Restricted securities generally
include any securities acquired directly or indirectly from an issuer or its
affiliates which were not issued or sold in connection with a public offering
registered under the Securities Act. An affiliate of the issuer is any person
who directly or indirectly controls, is controlled by, or is under common
control with the issuer. Affiliates of a company may include its directors,
executive officers, and person directly or indirectly owning 10% or more of the
outstanding common stock. Under Rule 144 unregistered resales of restricted
common stock cannot be made until it has been held for one year from the later
of its acquisition from the issuer or an affiliate of the issuer. Thereafter,
shares of common stock may be resold without registration subject to Rule 144's
volume limitation, aggregation, broker transaction, notice filing requirements,
and requirements concerning publicly available information about the company
("Applicable Requirements"). Resales by the issuer's affiliates of restricted
and unrestricted securities are subject to the Applicable Requirements. The
volume limitations provide that a person (or persons who must aggregate their
sales) cannot, within any three-month period, sell more than the greater of one
percent of the then outstanding shares, or the average weekly reported trading
volume during the four calendar weeks preceding each such sale. A non-affiliate
may resell restricted common stock which has been held for two years free of the
Applicable Requirements.
Dividends
To date, we have not paid dividends on our common stock. The
outstanding preferred stock is not entitled to receive dividend payments. The
payment of dividends on the common stock in the future, if any, is within the
discretion of the board of directors and will depend upon our earnings, capital
requirements, financial condition and other factors the board views are
relevant. The board does not intend to declare any dividends in the foreseeable
future, but instead intends to retain all earnings, if any, for use in our
operations.
Holders of Record
As of the date of this prospectus, there were three holders of record
of our common stock.
DESCRIPTION OF BUSINESS
General
We were formed as a Nevada corporation on January 13, 2005 as World
Trophy Outfitters, Inc. Our principal executive offices are located at 4245
Production Court, Las Vegas, Nevada 89115. Our telephone number is: (801)
635-5576.
We are in the business providing a booking and consulting service for
and selling big game hunting packages to high end clients who seek to hunt with
the top tier big game outfitters. Our business model centers our past
experiences of Mr. Peay's hunting with several outfitters in Alaska, British
Columbia, the Yukon, Northwest Territories, and the western United States. Mr.
Peay is also a well know figure internationally in the hunting and conservation
industry from his efforts with several wildlife conservation organizations.
We intend to accomplish our business objectives primarily through the
establishment of strategic alliances with guides and outfitters and our past
experiences arranging for hunts. In particular, we will initially target hunters
desiring to hunt Dall Sheep, Stone Sheep, Elk, Mule Deer, and Grizzly Bears.
Our Marketing and Advertising Plan
High end hunting adventures can impose serious personal safety issues
such as plane crashes in remote wilderness areas, attacks from dangerous game
such as Grizzly Bears, Lions, Leopards, etc. Personal injury from accidents
involving horses, pack animals, firearms, and steep and unsettled terrain.
Hunters seeking our services want to know that we know the best places to hunt,
and want advise in doing it safely.
At present, we have acquired ten Dall Sheep hunts for the 2006 and 2007
seasons with Kelly Hougen of Arctic Red River Outfitters. We believe that ARRO
is known as one of the best outfitters in the world. Six of the Dall Sheep hunts
have been resold. In addition, we have booked and sold a bear hunt in Canada and
an African Safari.
Initially, we anticipate charging hunters fifty percent down to secure
the hunts, and then fifty percent three months prior to the hunt. Deposits are
expected to be non-refundable. We believe that clients desiring WTO services
will be willing to pay a 10-20% premium to arrange these hunts because of the
experience Mr. Peay in finding the best hunts at the best times. We believe
hunters are willing to pay a premium price to hunt with the best outfitters at
the best time slots. Generally, to secure these best hunts at premium times
requires booking these hunts up to years in advance.
Additionally, we believe that some outfitters will be willing to
provide hunts at a discount to WTO because of Mr. Peay's high profile position
in the hunting industry.
The Industry and Competition
Hunting adventures can be high risk and expensive. We believe that many
high end hunters want a relationship with someone they trust. The personal
relationships with outfitters and high profile friends will help open may doors.
We believe that factors that are important to grow the WTO client base and
business include:
o price;
o satisfaction of hunting adventures arranged;
o established relationships with guides and outfitters;
o knowledge of changing regulations; and
o sales and marketing efforts.
There are other booking agents and consultants in this field. This is a
highly competitive business and are competing directly with companies that have
longer operating histories, more experience, substantially greater financial
resources, greater size, more substantial marketing organizations, and
established distribution channels that are better situated in the market than
us. We believe that the principal methods of competition in the big game booking
and consulting market is price, contacts, access to high demand hunting
packages, industry knowledge and experience and sales and marketing efforts.
There can be no assurance that competition will not result in price
reductions, reduced gross margins and challenges in growing our market share,
any of which would have a material adverse effect on our business, operating
results and financial condition. We cannot ensure we will be able to compete
successfully against any competitors.
Sources and Availability of Hunting Packages
While we have only acquire hunts from a limited number of outfitters to
date, we believe that we will be able to acquire big game hunts for resale from
a large number of outfitters in a variety of locations. As a result, we do not
anticipate any difficulty in acquiring big game packages for resale.
Regulation
Hunting laws and regulations vary widely are updated and modified
frequently. Hunting laws are promulgated by local government, state government
and federal government. Hunting regulations outside the United States also vary
widely. Generally, these laws a regulations relating to who can hunt, what can
be hunted and when it can be hunted. Generally, hunting is not permitted without
receiving a license or permit from applicable governmental agencies and
regulators. Sometimes these licenses or permits are transferable. In such cases,
outfitters may acquire permits that they sell to clients (or to resellers such
as WTO) at a mark-up and in connection with a hunting package to be provided by
the outfitter. In other jurisdictions licenses or permits are not transferable,
in which case the outfitter will provide guide or other services to those who
have acquired licenses or permits. In the event that wildlife herds are reduced
as a result of over hunting, disease or otherwise, then the number of available
hunting licenses or permits is generally reduced.
We are also subject to the local and federal laws that are applicable
to businesses generally. In the future, we may be subject to additional or
different laws or regulations administered by the federal, state, local or
foreign regulatory authorities. We can neither predict the nature of such future
laws, regulations, interpretations or applications, nor what effect additional
governmental regulations or administrative orders, when and if promulgated,
would have on its business. They could, however, reduce our ability to resell
hunting packages or impose additional record-keeping or other requirements on
us. Any or all such requirements could have a material adverse effect on our
results of operations, liquidity and financial position.
We believe that we are in compliance with all laws and governmental
regulations that are applicable to our company.
Research and Development
To date, we have not conducted research and development activities as
understood using generally accepted accounting principles.
Dependence Upon Customers and Distributors
No customer of outfitter has been or is expected to be responsible for
ten percent or more of our revenues in any given quarterly period. To date,
however, we have primarily acquired big game hunts from ARRO.
Backlog
There is no backlog for hunting packages we are selling.
Employees
Our officer and director is our only employee and is working part time
for WTO. We intend to hire other part-time and full-time employees in the future
if our business becomes profitable.
Our success will be dependent upon the efforts and active participation
of Mr. Peay. The loss of his services will adversely affect our business
operations. We do not have key man insurance in place for any personnel and do
not anticipate purchasing key man insurance until such time as revenues from
operations allow.
Legal proceedings
We are not a party in any bankruptcy, receivorship or other legal
proceeding, and to the best of our knowledge, no such proceedings by or against
WTO have been threatened.
DESCRIPTION OF PROPERTY
Our principal offices are located at 4245 Production Court, Las Vegas,
Nevada 89115, for which we pay minimal rent. These office are provided to us by
Mr. Peay, our sole officer and director. This space is leased by Mr. Peay under
the terms of a lease with an unaffiliated lessor. Mr. Peay has made these
premises available to us on a month to month basis. At any time we may be
required to find other facilities. We believe that this office space will be
adequate to meet our needs for the foreseeable future. If our lease arrangements
were terminated, we believe that comparable office space is readily available at
reasonable prices.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following discussion and analysis provides information which
management believes is relevant to an assessment and understanding of the
Company's condensed results of operations and financial condition. The
discussion should be read in conjunction with the consolidated financial
statements and accompanying notes.
Plan of Operation
We are in the business providing a booking and consulting service for
and selling big game hunting packages to high end clients who seek to hunt with
the top tier big game outfitters. We intend to accomplish our business
objectives primarily through the establishment of strategic alliances with
guides and outfitters and our past experiences arranging for hunts. In
particular, we will initially target hunters desiring to hunt Dall Sheep, Stone
Sheep, Elk, Mule Deer, and Grizzly Bears.
At present, we have acquired ten Dall Sheep hunts for the 2006 and 2007
seasons with Kelly Hougen of Arctic Red River Outfitters. We believe that ARRO
is known as one of the best outfitters in the world. Six of the Dall Sheep hunts
have been resold. In addition, we have booked and sold a bear hunt in Canada and
an African Safari.
Our plan of operation for the next twelve months is to raise funds from
this offering, acquire additional hunts, increase our marketing and sales
efforts, and commence active business operations. Should we receive the minimum
amount of $100,000, we will realize net proceeds of $77,500. This amount will
enable us to implement our plan of operations. We anticipate that with the
minimum amount and anticipated future sales, we can continue our operations for
a period of twelve months. If we receive the maximum amount we will be able to
accelerate the rate at which we acquire big game hunts for resale. There can be
no assurance that we have accurately forecasted future sales or expenses.
Inasmuch as there is no assurance that this offering will be successful
or that we will receive any net proceeds from this offering, we have been
cautious in entering into long-term contracts and commitments to purchase hunts,
equipment or for other expenses. Therefore, there is absolutely no assurance
that we will be able, with the proceeds of this offering, to acquire sufficient
hunts or implement our plan of operations. There is also no assurance that we
will be able to purchase and sell at a profit enough hunts to operate
profitably.
However, management believes that we will be able to (1) acquire
sufficient hunts at favorable pricing; (2) successfully implement marketing
efforts; and (3) sell sufficient hunts at a profit to successfully operating our
business.
We believe we have accurately estimated our needs for the next twelve
months based on receiving the minimum amount of the offering, of which there can
be no assurance. It is possible that we may need additional funds if our sales
revenues are less than anticipated or our costs are higher than estimated. At
present, we have no current need or commitments for any capital expenditures. We
have not reserved sufficient working capital to cover any unexpected expenses.
If we are unable to raise the minimum amount, it will be necessary for
us to find funding in order to implement our plan of operations. In addition, we
anticipate that additional funding will be needed twelve months from the date of
this Memorandum. We anticipate seeking additional financing in the form of loans
or sales of our stock and there is no assurance that we will be able to obtain
financing on favorable terms or at all or that we will find qualified purchasers
for the sale of any stock.
Liquidity and Capital Resources
From January 13, 2005 (inception) through June 30, 2005, we realized a
net income of $20,927. However, we have a limited operating history and there
can be no assurance that we will be profitable in the future. These factors
raise substantial doubts about our ability to continue as a going concern.
To date, we have financed our operations principally through $20,000 in
funds received from three investors, including Mr. Peay. We generated $159,400
in revenues from operations from January 13, 2005 through June 30, 2005. As of
June 30, 2005 we had $56,916 in cash, $138,612 in current assets, $124,333 in
current liabilities and working capital of $14,279. At June 30, 2005, we had not
committed to spend any material funds on capital expenditures.
In January 2005, we entered into an Asset Purchase Agreement with Don
Peay, our president, whereby we acquired ten Big Dall Sheep hunts from Artic Red
River Outfitters in consideration for $133,000. The agreement provided that
$10,000 be paid on or before June 30, 2005 and the remaining $123,000 be paid on
or before December 31, 2005. We do not intent to use the proceeds of this
offering to pay off this obligation. We anticipate using revenue from product
sales to pay off this debt. If we raise the minimum amount, we will be able to
execute our plan of operation and we anticipate that we will be able to satisfy
our cash needs for the next twelve months while allowing our business to
generate income.
Our working capital and other capital requirements for the foreseeable
future will vary based upon a number of factors, including the number of big
game hunts we acquire, the amount we spend on our sales and marketing activities
and the level of our sales. We anticipate that if the minimum amount is raised
those amounts together with anticipated future sales will allow us to continue
our operations for a period of at least twelve months. If we do not raise the
minimum amount we will not have sufficient funding to execute our plan of
operation during the next twelve months. There can be no assurance that we have
accurately forecasted future sales. If we do not raise minimum amount in this
offering we will need to locate additional sources of funds to continue
operations. There are no contractual arrangements in place that would provide us
with additional funding and there can be no assurance that we will be able to
obtain additional funding on commercially reasonable terms or at all.
Off Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is material to
investors.
Critical Accounting Policies
Our accounting policies are discussed in Note 1 to our audited
financial statements included in this prospectus. We believe that all of the
transactions and accounting policies and procedures being utilized fairly and
accurately report our financial condition and results.
Recent Accounting Pronouncements
We have not adopted any new accounting policies that are not disclosed
in our financial statements, and we believe that we are in compliance with all
applicable accounting pronouncements.
Employees
We anticipate hiring a limited number of additional employees during
the next twelve months if the business grows as anticipated.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Set forth below is certain information concerning our sole
director and executive officer as of September 20, 2005.
With the
Name Age Position Company Since
---- --- -------- -------------
Donald K. Peay 44 Chief Executive Officer, President, 2005
Chief Financial Officer, Secretary
and Treasurer
---------------
Donald K. Peay. Mr. Peay is our sole officer and director. He has been
a director and officer since inception in January 2005 and his term as a
director expires at the next annual meeting of stockholders. Mr. Peay has a BS
in Chemical Engineering and an MBA from Brigham Young University. After starting
and selling a successful engineering and consulting firm, Mr. Peay has founded
three Wildlife Conservation organization, Sportsmen for Fish and Wildlife,
Sportsmen for Habitat, and the Utah Chapter of the Foundation for North American
Wild Sheep. Mr. Peay has spent most of his available business time during the
past eight years doing consulting work for these organizations. These
organizations have tens of thousands of members and raise tens of millions of
dollars for conservation. Mr. Peay is also currently President of Peay's
Consulting Sercices, and provides services to several hunting and conservation
organizations. Mr. Peay spends approximately ten percent of his available
business time working for WTO. Mr. Peay is currently planning to continue
working in the hunting and conservation industry and for WTO for the foreseeable
future. At some point in time, Mr. Peay may devote his full attention to the
operations of WTO.
The executive officer is elected by the board of directors on an annual
basis and serve at the discretion of the board.
Board Committees
Our board does not have a standing, audit, nominating or compensation
committee. The board will participate in the consideration of director nominees.
The board will formulate a policy with regard to the consideration of director
candidates recommended by security holders and the minimum qualifications of
such candidates. It anticipates having such a policy in place before our next
annual stockholders meeting. The sole member of the board is not considered
"independent" as defined by Rule 4200(a) of the NASD's Marketplace Rules. In
addition, Mr. Peay, who is not an independent director, does not qualify as a
"financial expert" as defined in Item 401 of Regulation S-B.
EXECUTIVE COMPENSATION
Currently, we do not have any written compensation agreement with Mr.
Peay and we have not paid Mr. Peay any amounts for services rendered. We do not
intend to pay Mr. Peay a salary during 2005. Thereafter, we have not made any
arrangements with Mr. Peay regarding his compensation. Mr. Peay is entitled to
reimbursement for any out of pocket costs incurred on behalf of WTO. At such
time as WTO is generating sufficient revenue to cover all costs, we will enter a
written compensation agreement with Mr. Peay and we intend to pay him a salary
at rates that are similar to the rates paid by similarly situated companies.
There are no compensatory plans or arrangements, including payments to our
officer in relation to resignation, retirement, or other termination of
employment with WTO, or any change in control of WTO, or a change in the
officer's responsibilities following a change in control of WTO.
Compensation of Directors
We have paid no cash fees or other consideration to our director for
service as a director since inception. We have made no agreements regarding
future compensation of directors. Our director is entitled to reimbursement for
reasonable expenses incurred in the performance of his duties as a member of the
board of directors.
Indemnification for Securities Act Liabilities
Nevada law authorizes, and our Bylaws and Certificate of Incorporation
provide for, indemnification of our directors and officers against claims,
liabilities, amounts paid in settlement and expenses in a variety of
circumstances. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted for directors, officers and controlling
persons pursuant to the foregoing, or otherwise, we have been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable.
Compensation Committee Interlocks and Insider Participation
None of our executive officers serve on our compensation committee (or
in a like capacity) or on the compensation committees of any other entity.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In January 2005 and in connection with the organization of WTO, Mr.
Peay, our sole officer and director, acquired 10,000,000 shares of common stock
for $10,000. At the time of Mr. Peay's investment, WTO had no other
stockholders.
In January 2005, we entered into an Asset Purchase Agreement with Don
Peay, our president, whereby we acquired ten Big Dall Sheep hunts from Artic Red
River Outfitters in consideration for $133,000. The agreement provided that
$10,000 be paid on or before June 30, 2005 and the remaining $123,000 be paid on
or before December 31, 2005. We do not intent to use the proceeds of this
offering to pay off this obligation. We anticipate using revenue from product
sales to pay off this debt.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Common Stock
Except as otherwise noted, the following table sets forth certain
information with respect to the beneficial ownership of our common stock as of
September 20, 2005, for: (i) each person who is known by us to beneficially own
more than five percent of the our common stock, (ii) each of our directors,
(iii) our Named Executive Officer, and (iv) all directors and executive officers
as a group. As of September 20, 2005, we had 11,000,000 shares of common stock
outstanding.
[Enlarge/Download Table]
% of % of Total % of Total
Common Total Common Common
Name and Address Shares Common After After % of Total
of Beneficial Beneficially Before Minimum Maximum Voting
Owner (1) Owned Offering Offering (2) Offering (2) Power (3) Position
---------------- ------------ -------- ------------ ------------ --------- --------
Donald K. Peay (1) 10,000,000 91% 90% 88% 88% CEO,
President,
CFO,
Secretary
and
Treasurer
Executive Officers and 10,000,000 91% 90% 88% 88%
Directors as a Group
(one person)
--------------
(1) Except where otherwise indicated, the address of the beneficial owner is
deemed to be the same address as our address.
(2) Assumes that Mr. Peay does not purchase additional shares in this offering.
(3) Percentages assume sale of maximum offering.
Changes in Control
We are not aware of any arrangements which may, at a subsequent date,
result in a change in control of our company.
DESCRIPTION OF SECURITIES
Our authorized capital stock currently consists of 100,000,000 shares
of common stock, $.001 par value per share; and 10,000,000 shares of preferred
stock, $.001 par value per share, of which no shares have been designated or
issued. The following descriptions are a summary and qualified in their entirety
by the provisions of our Articles of Incorporation and by the provisions of
Nevada General Corporation Law.
Common Stock
As of the date of this Memorandum, we had 11,000,000 shares of common
stock outstanding. Except as otherwise required by applicable law and subject to
the preferential rights of the any outstanding preferred stock, all voting
rights are vested in and exercised by the holders of the common stock with each
share of common stock being entitled to one (1) vote. In the event of
liquidation, holders of common stock are entitled to share ratably in the
distribution of assets remaining after payment of liabilities, if any. Holders
of common stock have no cumulative voting rights. Holders of common stock have
no preemptive or other rights to subscribe for shares. Holders of common stock
are entitled to such dividends as may be declared by the board of directors out
of funds legally available therefor.
Blank Check Preferred Stock
Our board of directors is empowered, without further action by
stockholders, to issue from time to time one or more series of preferred stock,
with such designations, rights, preferences and limitations as the board of
directors may determine by resolution. The rights, preferences and limitations
of separate series of preferred stock may differ with respect to such matters
among such series as may be determined by the board of directors, including,
without limitation, the rate of dividends, method and nature of payment of
dividends, terms of redemption, amounts payable on liquidation, sinking fund
provisions (if any), conversion rights (if any) and voting rights. Certain
issuances of preferred stock may have the effect of delaying or preventing a
change in control of our company that some stockholders may believe is not in
their interest.
Transfer Agent and Registrar
Action Stock Transfer is our stock transfer agent.
Penny Stock Rules
It is likely our stock will become subject to the penny stock rules
which impose significant restrictions on the Broker-Dealers and may affect the
resale of our stock. A penny stock is generally a stock that:
o is not listed on a national securities exchange or Nasdaq,
o is listed in "pink sheets" or on the NASD OTC Bulletin Board,
o has a price per share of less than $5.00, and
o is issued by a company with net tangible assets less than $5
million.
The penny stock trading rules impose additional duties and responsibilities upon
broker-dealers and salespersons effecting purchase and sale transactions in
common stock and other equity securities, including:
o determination of the purchaser's investment suitability,
o delivery of certain information and disclosures to the
purchaser, and
o receipt of a specific purchase agreement from the purchaser
prior to effecting the purchase transaction.
Many broker-dealers will not effect transactions in penny stocks, except on an
unsolicited basis, in order to avoid compliance with the penny stock trading
rules. In the event our common stock becomes subject to the penny stock trading
rules,
o such rules may materially limit or restrict the ability to
resell our common stock, and
o the liquidity typically associated with other publicly traded
equity securities may not exist.
A market for our stock may never develop and you would not have the ability to
sell your stock publicly.
PLAN OF DISTRIBUTION
We are offering a minimum of 200,000 shares and a maximum of 400,000
shares on a best efforts basis directly to the public through our officers. If
we do not receive the minimum proceeds within 90 days from the date of this
prospectus, unless extended by us for up to an additional 30 days, your
investment will be promptly returned to you without interest and without any
deductions. This offering will expire 60 days after the minimum offering is
raised. We may terminate this offering prior to the expiration date.
In order to buy our shares, you must complete and execute the
subscription agreement and make payment of the purchase price for each share
purchased by check payable to the order of U.S. Bank National Association,
Escrow Agent for World Trophy Outfitters, Inc.
Until the minimum 200,000 shares are sold, all funds will be deposited
in a non-interest bearing escrow account at U.S. Bank National Association In
the event that 200,000 shares are not sold during the 90 day selling period
(subject to a 30 day extension) commencing on the date of this prospectus, all
funds will be promptly returned to investors. If 200,000 shares are sold, we may
either continue the offering for the remainder of the selling period or close
the offering at any time.
Solicitation for purchase of our shares will be made only by means of
this prospectus and communications with Mr. Don Peay, our president, who is
employed to perform substantial duties unrelated to the offering, who will not
receive any commission or compensation for his efforts, and who is not
associated with a broker or dealer.
Mr. Peay will not register as a broker-dealer pursuant to Section 15 of
the Securities Exchange Act of 1934, in reliance upon Rule 3a4-1, which sets
forth those conditions under which a person associated with an issuer may
participate in the offering of the issuer's securities and not be deemed to be a
broker-dealer. Mr. Peay meets the conditions of Rule 3a4-1 and therefore, is not
required to register as a broker-dealer pursuant to Section 15.
Our officers have no preliminary plans, intentions or arrangements to
buy securities in the offering in order to reach the minimum.
We have the right to accept or reject subscriptions in whole or in
part, for any reason or for no reason. All monies from rejected subscriptions
will be returned immediately by us to the subscriber, without interest or
deductions. Subscriptions for securities will be accepted or rejected within 48
hours after we receive them.
LEGAL PROCEEDINGS
We are not party to any legal proceedings.
LEGAL MATTERS
The validity of the common stock offered by this prospectus will be
passed upon for us by Blackburn & Stoll, LC, Salt Lake City, Utah.
EXPERTS
The financial statements as of March 31, 2005 included in this
prospectus and registration statement have been audited by Pritchett, Siler &
Hardy, P.C., independent registered public accountants, as indicated in their
reports with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in accounting and auditing in giving said
report.
CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None
AVAILABLE INFORMATION
We have filed a Registration Statement on Form SB-2 under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
shares offered hereby. This prospectus does not contain all of the information
set forth in the Registration Statement and the exhibits and schedules thereto.
For further information with respect to World Trophy Outfitters, Inc. and the
shares offered hereby, reference is made to the Registration Statement and the
exhibits and schedules filed therewith. Statements contained in this prospectus
as to the contents of any contract or any other document referred to are not
necessarily complete, and in each instance reference is made to the copy of such
contract or other document filed as an exhibit to the Registration Statement,
each such statement being qualified in all respects by such reference. A copy of
the Registration Statement, and the exhibits and schedules thereto, may be
inspected without charge at the public reference facilities maintained by the
Securities and Exchange Commission in Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. and copies of all or any part of the Registration Statement may
be obtained from the Commission upon payment of a prescribed fee. This
information is also available from the Commission's Internet website,
http://www.sec.gov.
FINANCIAL STATEMENTS
WORLD TROPHY OUTFITTERS, INC.
INDEX
Page
Report of Independent Registered Public Accounting Firm F-2
Balance Sheet F-3
Statements of Income F-4
Statements of Stockholders' Equity F-5
Statements of Cash Flows F-6
Notes to Financial Statements F-7
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
WORLD TROPHY OUTFITTERS, INC.
Bountiful, Utah
We have audited the accompanying balance sheet of World Trophy Outfitters, Inc.
at March 31, 2005 and the related statements of operations, stockholders' equity
and cash flows from inception on January 13, 2005 through March 31, 2005. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements audited by us present fairly, in all
material respects, the financial position of World Trophy Outfitters, Inc. as of
March 31, 2005, and the results of its operations and its cash flows from
inception on January 13, 2005 through March 31, 2005, in conformity with
accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 8 to the financial
statements, the Company was only recently formed, and has had a limited
operating history with limited sales. These factors raise substantial doubt
about the ability of the Company to continue as a going concern. Management's
plans in regards to these matters are also described in Note 8. The financial
statements do not include any adjustments that might result from the outcome of
these uncertainties.
/s/ Pritchett, Siler & Hardy, P.C.
PRITCHETT, SILER & HARDY, P.C.
June 30, 2005
Salt Lake City, Utah
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WORLD TROPHY OUTFITTERS, INC.
(A Development Stage Company)
BALANCE SHEETS
June 30, March 31,
2005 2005
Assets (Unaudited) (Audited)
---------------- ----------------
Current assets:
Cash $ 56,916 60,400
Accounts receivable 37,100 30,000
Inventories 42,420 53,025
Deposits - 6,000
Deferred tax asset 2,176 3,176
---------------- ----------------
Total assets $ 138,612 152,601
================ ================
Liabilities and Stockholders' Equity
Current liabilities:
Related party payable $ 123,000 133,000
Income taxes payable 1,333 1,333
Customer deposits - 6,000
---------------- ----------------
Total current liabilities 124,333 140,333
---------------- ----------------
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.001 par value; 10,000,000 shares
authorized, none issued and outstanding - -
Common stock, $.001 par value; 100,000,000 shares
authorized, 11,000,000 issued and outstanding 11,000 11,000
Additional paid-in capital (17,648) (17,648)
Retained earnings 20,927 18,916
---------------- ----------------
Total stockholders' equity 14,279 12,268
---------------- ----------------
Total liabilities and stockholders' equity $ 138,612 152,601
================ ================
[Enlarge/Download Table]
WORLD TROPHY OUTFITTERS, INC.
(A Development Stage Company)
STATEMENTS OF INCOME
January 13, 2005 Three Months January 13, 2005
(Date of Inception) Months Ended (Date of Inception)
to June 30, June 30, to March 31,
2005 2005 2005
(Unaudited) (Unaudited) (Audited)
---------------- ---------------- ----------------
Revenues:
Sales $ 154,400 75,400 79,000
Consulting 5,000 - 5,000
---------------- ---------------- ----------------
159,400 75,400 84,000
Cost of sales 127,964 67,389 60,575
---------------- ---------------- ----------------
Gross profit 31,436 8,011 23,425
General and administrative expenses 5,000 5,000 -
---------------- ---------------- ----------------
Operating income 26,436 3,011 23,425
Provision for income taxes:
Current 1,333 - 1,333
Deferred 4,176 1,000 3,176
---------------- ---------------- ----------------
Net income $ 20,927 2,011 18,916
================ ================ ================
Income per common share $ - - -
================ ================ ================
Weighted average common shares -
basic and diluted 10,929,000 11,000,000 10,844,000
================ ================ ================
See accompanying notes to financials statements.
[Enlarge/Download Table]
WORLD TROPHY OUTFITTERS, INC.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY
Period from January 13, 2005 (Date of Inception) to March 31, 2005 and June 30, 2005 (Unaudited)
Preferred Stock Common Stock Additional
---------------------- ------------------------ Paid-In Retained
Shares Amount Shares Amount Capital Earnings Total
---------- ----------- ------------ ----------- ----------- ----------- -----------
Balance at January 13, 2005 (date of inception) - $ - - $ - $ - $ - $ -
Issuance of common stock for cash - - 10,000,000 10,000 - - 10,000
Issuance of common stock for cash - - 1,000,000 1,000 9,000 - 10,000
Adjustment for carryover basis of inventory,
net of income taxes of $6,352 - - - - (26,648) - (26,648)
Net Income, March 31, 2005 - - - - - 18,916 18,916
--------- --------- ---------- ---------- ---------- ---------- ----------
Balance, March 31, 2005 - - 11,000,000 11,000 (17,648) 18,916 12,268
Net income June 30, 2005 (unaudited) - - - - - 2,011 2,011
--------- --------- ---------- ---------- ---------- ---------- ----------
Balance at June 30, 2005 (unaudited) - $ - 11,000,000 $ 11,000 $ (17,648) $ 20,927 $ 14,279
========= ========= ========== ========== ========== ========== ==========
See accompanying notes to financials statements.
[Enlarge/Download Table]
WORLD TROPHY OUTFITTERS, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
January 13, 2005 Three Months January 13, 2005
(Date of Inception) Months Ended (Date of Inception)
to June 30, June 30, to March 31,
2005 2005 2005
(Unaudited) (Unaudited) (Audited)
---------------- ---------------- ----------------
Cash flows from operating activities:
Net income $ 20,927 2,011 18,916
Adjustments to reconcile net income to net cash
provided by operating activities:
Carryover basis of inventory (26,648) - (26,648)
Deferred income taxes (2,176) 1,000 (3,176)
(Increase) decrease in:
Accounts receivable (37,100) (7,100) (30,000)
Inventories (42,420) 10,605 (53,025)
Deposits - 6,000 (6,000)
Increase (decrease) in:
Related party payable 123,000 (10,000) 133,000
Customer deposits - (6,000) 6,000
Income taxes payable 1,333 - 1,333
---------------- ---------------- ----------------
Net cash provided by
operationg activities 36,916 (3,484) 40,400
---------------- ---------------- ----------------
Cash flows from investing activities: - - -
---------------- ---------------- ----------------
Cash flows from financing activities:
Issuance of common stock 20,000 - 20,000
---------------- ---------------- ----------------
Net cash provided by
financing activities 20,000 - 20,000
---------------- ---------------- ----------------
Net increase in cash 56,916 (3,484) 60,400
Cash, beginning of period - 60,400 -
---------------- ---------------- ----------------
Cash, end of period $ 56,916 56,916 60,400
================ ================ ================
See accompanying notes to financials statements.
WORLD TROPHY OUTFITTERS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2005
Note 1 - Organization and Summary of Significant Accounting Policies
Organization
World Trophy Outfitters, Inc., (the Company) was incorporated under the laws of
the State of Nevada on January 13, 2005. The Company's business activities
consist of sales of hunting permits and guided hunting excursions and services
related to these types of activities. Further, the Company is considered a
development stage company as defined in SFAS No. 7 and has not, thus far,
commenced planned principal operations.
Concentration of Credit Risk
The Company maintains its cash in bank deposit accounts which, at times, may
exceed federally insured limits. The Company has not experienced any losses in
such accounts and believes it is not exposed to any significant credit risk on
cash and cash equivalents.
Cash and Cash Equivalents
For purposes of the statements of cash flows, the Company considers all highly
liquid investments with a maturity of three months or less to be cash
equivalents.
Accounts Receivable
Accounts receivable are amounts due on hunting permit sales and are unsecured.
Accounts receivable are carried at their estimated collectible amounts. Credit
is generally extended on a short-term basis; thus accounts receivable do not
bear interest although a finance charge may be applied to such receivables that
are more than thirty days past due. Accounts receivable are periodically
evaluated for collectibility based on past credit history with clients.
Provisions for losses on accounts receivable are determined on the basis of loss
experience, known and inherent risk in the account balance and current economic
conditions. Management has estimated that no allowance for doubtful accounts is
needed at June 30, 2005 and March 31, 2005.
Inventories
Inventories are stated at the lower of cost or market, and consist of hunting
permits.
Income Taxes
Deferred income taxes are provided for items reported in different periods for
income tax purposes than for financial reporting purposes.
Note 1 - Organization and Summary of Significant Accounting Policies (continued)
Revenue Recognition
Revenue from product sales and services is generally recognized at the time the
service is provided or the product is delivered and invoiced and collectibility
is reasonably assured. The Company believes that revenue should be recognized at
the time of delivery as title generally passes to the customer at the time of
delivery. This policy meets established revenue recognition criteria in that
there is persuasive evidence of an existing contract or arrangement, delivery
has occurred, the price is fixed and determinable and collectibility is
reasonably assured.
Earnings Per Share
The computation of basic earnings per common share is based on the weighted
average number of shares outstanding during the period.
The computation of diluted earnings per common share is based on the weighted
average number of shares outstanding during the period plus the common stock
equivalents which would arise from the exercise of stock options and warrants
outstanding using the treasury stock method and the average market price per
share during the period. Common stock equivalents are not included in the
diluted earnings per share calculation when their effect is antidilutive. The
Company does not have any stock options or warrants outstanding at June 30 and
March 31, 2005.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Unaudited Information
In the opinion of management, the accompanying unaudited financial statements
contain all adjustments (consisting of normal recurring items) necessary to
present fairly the financial position of the Company as of June 30, 2005 and the
results of operations, stockholders' equity, and cash flows for the three months
ended June 30, 2005 and the period from January 13, 2005 (date of inception) to
June 30, 2005.
Note 2 - Income Taxes
The difference between income taxes at statutory rates and the amount presented
in the financial statements is as follows:
Income tax expense at statutory rate $ 5,509
==============
Income tax expense as presented - Current $ 1,333
Deferred 4,176
--------------
5,509
==============
Deferred tax assets are as follows:
Carryover basis of inventory $ 2,176
==============
Note 3 - Related Party Payable
The related party payable consists of amounts due to the president of the
Company for the purchase of inventory. The inventory was recorded at the
presidents carry over basis of $100,000. The difference between the carry over
basis and the note payable net of tax effect of $6,352 is recorded as a special
equity distribution. The payable is non-interest bearing and is to be paid in
two payments of $10,000 on or before June 30, 2005 and $123,000 on or before
December 31, 2005. The balance on the note payable as of June 30, 2005 is
$123,000.
Note 4 - Supplemental Cash Flow Information
No amounts have been paid for interest or income taxes during the periods ended
June 30, 2005 or March 31, 2005.
During January 2005 the Company acquired inventory from an officer/shareholder
in exchange for a related party payable of $133,000. The inventory was recorded
at the officer/shareholder's carryover basis of $100,000, and equity was reduced
by $33,000, less the income tax effect of $6,352.
Note 5 - Fair Value of Financial Instruments
The Company's financial instruments consist of cash, accounts receivable, and
payables. The carrying amount of cash, accounts receivable, and payables
approximates fair value because of the short-term nature of these items.
Note 6 - Recently Enacted Accounting Standards
Statement of Financial Accounting Standards ("SFAS") No. 151, "Inventory Costs -
an amendment of ARB No. 43, Chapter 4", SFAS No. 152, "Accounting for Real
Estate Time-Sharing Transactions - an amendment of FASB Statements No. 66 and
67", SFAS No. 153, "Exchanges of Nonmonetary Assets - an amendment of APB
Opinion No 29", SFAS No. 123 (revised 2004), "Share-Based Payment", and SFAS No.
154, "Accounting Changes and Error Corrections - a replacement of APB Opinion
No. 20 and FASB Statement No. 3", were recently issued. SFAS No 151, 152, 153,
123 (revised 2004) and 154 have no current applicability to the Company or their
effect on the financial statements would not have been significant.
Note 7 - Capital Stock
Preferred Stock - The Company has authorized 10,000,000 shares of preferred
stock, $.001 par value, with such rights, preferences and designations and to be
issued in such series as determined by the Board of Directors. No shares are
issued and outstanding as of June 30, 2005 or March 31, 2005.
Common Stock - The Company has authorized 100,000,000 shares of common stock,
$.001 par value.
In January 2005, in connection with its organization, the company issued
10,000,000 shares of its previously authorized but unissued common stock. Total
proceeds of the sale amounted to $10,000 or $.001 per share.
In January 2005, the Company issued 1,000,000 shares if its previously
authorized but unissued common stock. Total proceeds of the sale amounted to
$10,000 or $.01 per share.
Note 8 - Going Concern
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles in the United States of America, which
contemplate continuation of the Company as a going concern. However, the company
was only recently formed and has had a limited operating history. These factors
raise substantial doubt about the ability of the Company to continue as a going
concern. In this regard management is proposing to raise any necessary
additional funds not provided by operations through additional sales of its
common stock. There is no assurance that the Company will be successful in
raising this additional capital or in achieving profitable operations. The
financial statements do not include any adjustments that might result from the
outcome of these uncertainties.
======================================= =======================================
You should rely only on the information
provided in this prospectus or any
prospectus supplement. We have not
authorized anyone else to provide you
with different information. We are not
making an offer of these securities in $100,000 Minimum
any state where the offer is not $200,000 Maximum
permitted. You should not assume that
the information in this prospectus or
any prospectus supplement is accurate
as of any date other than the date on
the front of those documents.
----------------------
Table Of Contents
Page
Prospectus Summary.................... 3
Risk Factors.......................... 5
Forward-Looking Statements............ 8
Dilution.............................. 9
Use Of Proceeds.......................10 WORLD TROPHY OUTFITTERS, INC.
Determination Of Offering Price.......11
Market For Common Equity And Related
Stockholder Matters..................11
Description Of Business...............13
Description Of Property...............15
Management's Discussion And Analysis
Or Plan Of Operation..................15 ____________
Directors, Executive Officers,
Promoters And Control Persons.........17 PROSPECTUS
Executive Compensation................18 ____________
Certain Relationships And Related
Transactions........................19
Security Ownership Of Certain
Beneficial Owners And Management....19
Description Of Securities.............20
Plan Of Distribution..................21
Legal Proceedings.....................22
Legal Matters.........................22
Experts...............................22
Changes And Disagreements With
Accountants On Accounting And
Financial Disclosure................22
Available Information.................23
Financial Statements.................F-1
______________________ ____________________________
Until 90 days after the date of this
prospectus, all dealers that effect September __, 2005
transactions in these securities,
whether or not participating in this
offering, may be required to deliver a
prospectus. This is in addition to
dealers' obligation to deliver a
prospectus when acting as underwriters
and with respect to their unsold
allotments or subscriptions.
======================================= =======================================
======================================= =======================================
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
Item 24. Indemnification Of Directors And Officers
Nevada General Corporation Law permits us to indemnify our directors,
officers, employees and agents, subject to limitations imposed by the Nevada
General Corporation Law. Our Bylaws and our Articles of Incorporation require us
to indemnify directors and officers to the full extent permitted by the Nevada
General Corporation Law.
Item 25. Other Expenses Of Issuance And Distribution
The following table sets forth all estimated costs and expenses, other
than underwriting discounts, commissions and expense allowances, payable by the
registrant in connection with the maximum offering for the securities included
in this Registration Statement:
Securities and Exchange Commission registration fee.... $ 24
Blue Sky fees and expenses............................. --
Printing and shipping expenses......................... 1,000
Legal fees and expenses................................ 15,000
Accounting fees and expenses........................... 6,000
Miscellaneous fees .................................... 476
----------------
Total.................................................. $22,500
================
---------------
All expenses are estimated except the Commission filing fee.
Item 26. Recent Sales Of Unregistered Securities
In January 2005, we sold 10,000,000 shares of common stock to Don Peay,
our president and sole director for $10,000. Later in January 2005, we sold
1,000,000 shares of our common stock to two accredited and sophisticated
investors for aggregate consideration for $10,000 (each investor purchase
500,000 shares of stock for $5,000). The sale of these shares of common stock
was exempt from registration pursuant to Rules 504, 505 and 506 of Regulation D
and Sections 4(2) and 4(6) of the Securities Act of 1933, as amended. We did not
use an underwriter or pay any commissions in connection with these transactions.
Item 27. Exhibits Index
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
------- ----------------------
3(i).1 Certificate of Incorporation
3(ii).1 Bylaws
5.1 Opinion of Blackburn & Stoll, LC
10.1 Asset Purchase Agreement by and between the
Company and Don Peay, dated January 19,
2005.
23.1 Consent of Pritchett, Siler & Hardy, P.C.
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
------- ----------------------
23.2 Consent of Blackburn & Stoll, LC (included
in Exhibit 5.1 hereto)
99.1 Subscription Agreement
99.2 Escrow Agreement
---------------
Item 28. Undertakings
The registrant hereby undertakes that it will:
(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to: (i) Include
any prospectus required by section 10(a)(3) of the Securities Act of
1933; (ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume or securities offered (if
the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in the volume and price represent no more than a
20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and (iii) Include any additional or changed material
information on the plan of distribution.
(2) For determining any liability under the Securities Act of 1933,
treat each post-effective amendment as a new registration statement of
the securities offered, and the offering of the securities at that time
to be the initial bona fide offering.
(3) File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the small business issuer in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, we will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of whether such indemnification
by it is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of
Bountiful, State of Utah, on September 20, 2005.
WORLD TROPHY OUTFITTERS, INC.
(Registrant)
By /s/ Don Peay
------------------------------
Don Peay
President and Director
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ Don Peay President and Director (acts as September 20, 2005
-------------------- Principal Executive Officer and
Don Peay Principal Financial Officer)
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘SB-2’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 12/31/05 | | 6 | | 15 | | | None on these Dates |
| Filed on: | | 9/23/05 |
| | 9/20/05 | | 6 | | 19 |
| | 6/30/05 | | 4 | | 16 |
| | 3/31/05 | | 4 | | 16 |
| | 1/19/05 | | 18 |
| | 1/13/05 | | 4 | | 14 |
| List all Filings |
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