SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 23, 1999
WhatsOnline.com, Inc.
---------------------
(Exact name of registrant as specified in its charter)
Nevada 0-30456 98-0170247
------ ------- ----------
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
15 Wertheim Court, Suite 311, Richmond Hill, Ontario L4B 3H7
- ---------------------------------------------------- -------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (905) 709-8240
ITEM 1. Changes in Control of Registrant.
None.
ITEM 2. Acquisition or Disposition of Assets.
None.
ITEM 3. Bankruptcy or Receivership.
None.
ITEM 4. Changes in Registrant's Certifying Accountant.
None.
ITEM 5. Other Events.
The Company has sold securities in reliance on an exemption from
registration under Regulation D Rule 505 of the 1933 Securities Act. The
offering consists of Units of investment of 1,500,000 shares of Common Stock
with a par value of $.00001 along with 3,000,000 share purchase warrants
entitling the holder to purchase 3,000,000 shares of Common Stock at $1.00 per
share until November 23rd, 2004. The offering price is $1.00USD per Unit. All
1,500,000 Units have been sold to 4 accredited investors. We have attached a
copy of the Private Placement Memorandum as Exhibit A.
<PAGE>
ITEM 6. Resignations of Registrant's Director's
Effective December 16th, 1999, Ms. Jasbinder Chohan resigned as a Director
and Secretary/Treasurer of the Company. Replacing Ms. Chohan in the capacity of
Director and Secretary/Treasurer is Mr. Gursh Kundan. Mr. Kundan originally
joined WhatsOnline.com on April 28, 1999 as Vice President of Corporate
Development.
From 1996 to 1998, Mr. Kundan was a senior vice president of Virtual Office
Technologies, Inc. where he was responsible for developing the technology for,
and managing a service bureau operation which administered financial service
assets for financial planning firms. Between 1991 and 1993, Mr. Kundan was self
employed as an information technology consultant. Between 1993 and 1994, he
worked for Financial Concept Group Inc. as a marketing analyst. Between 1994 and
1995, he worked for North American Trust Inc. as manager of operations . Between
1995 and 1996, he worked for Laurentian Bank as a senior manager of dealer
services. Mr. Kundan obtained a Bachelor of Business Administration Degree from
Simon Fraser University in Business Administration.
ITEM 7. Financial Statements and Exhibits.
None.
ITEM 8. Change in Fiscal Year.
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
WhatsOnline.com, Inc.
/s/ Harmel S. Rayat
-------------------
Harmel S. Rayat, Director/Chairman
Date: January 5, 2000
CONFIDENTIAL
NOT TO BE REPRODUCED OR DISTRIBUTED
Memorandum No. ___________________
Name of Offeree : __________________________
PRIVATE PLACEMENT MEMORANDUM
WhatsOnline.com, Inc.
(a Nevada Corporation) (" Company ")
1,500,000 Common Shares and 3,000,000 Common Share Purchase Warrants
$.00001 Par Value
$1.00 Per Share
Warrant exercisable at $1.00 per Share expiring on November 23rd, 2004
MINIMUM INVESTMENT
100,000 SHARES
$100,000.00
Principal Executive Offices:
15 Wertheim Court, Suite 311
Richmond Hill, Ontario L4B 3H7
(604) 659-5003
The date of this Memorandum is November 23rd, 1999
<PAGE>
WhatsOnline.com, Inc.
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Type of securities offered : Shares of the Company's common stock, $0.00001 par value.
Number of Units offered : 1,500,000 Shares and 3,000,000 Warrants
Price per security : $1.00 per share. Warrants exercisable at $1.00 per Share up until
November 23rd, 2004.
Total proceeds : If all shares sold : $1,500,000. If all warrants exercised
$4,500,000.00.
</TABLE>
Is a commissioned selling agent selling the securities in this offering ?
[ ] Yes [ X ] No
If yes , what percent is commission of price to public ?
Is there other compensation to selling agent(s) ?
[ ] Yes [ X ] No
Is there a finder's fee or similar payment to any person ?
[ ] Yes [ X ] No
Is there an escrow of proceeds until minimum is obtained ?
[ ] Yes [ X ] No
Is this offering limited to members of a special group, such as employees of the
Company or individuals ?
[ ] Yes [ X ] No
Is transfer of the securities restricted ?
[ ] Yes [ X ] No
THIS OFFERING OF SECURITIES HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933 OR APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, NOR
HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE. THE OFFERING WILL
TERMINATE UPON THE EARLIER OF ALL OF THE SHARES OR DECEMBER 31st, 1999. THE
COMPANY IS NOT REQUIRED TO SELL ANY MINIMUM NUMBER OF SHARES IN ORDER TO SELL
SHARES IN THE OFFERING. THE COMPANY MAY, IN ITS DISCRETION, CONDUCT MULTIPLE
CLOSINGS. ( SEE " DESCRIPTION OF THE OFFERING." )
<PAGE>
THIS MEMORANDUM HAS BEEN PREPARED SOLELY FOR USE IN CONNECTION WITH THE PRIVATE
PLACEMENT OF THE SHARES OFFERED HEREBY AND MAY NOT BE REPRODUCED OR USED FOR ANY
OTHER PURPOSE. THE OFFEREE AGREES TO RETURN TO THE COMPANY THIS MEMORANDUM AND
ALL ATTACHMENTS AND RELATED DOCUMENTATION IF THE OFFEREE DOES NOT SUBSCRIBE TO
PURCHASE SHARES IN THE OFFERING.
THESE SECURITIES ARE BEING OFFERED ONLY TO INVESTORS WHO THE OFFEROR BELIEVES
HAVE THE QUALIFICATIONS NECESSARY TO PERMIT THE SECURITIES TO BE OFFERED AND
SOLD UNDER APPLICABLE EXEMPTIONS FROM REGISTRATION UNDER THE ACT AND
QUALIFICATION UNDER APPLICABLE STATE STATUTES. THE OFFEROR WILL BE THE SOLE
JUDGE OF WHETHER AN INVESTOR POSSESSES SUCH QUALIFICATIONS. NOTWITHSTANDING
DELIVERY OF THIS MEMORANDUM AND ASSOCIATED DOCUMENTATION, THE OFFEROR DOES NOT
INTEND TO EXTEND AN OFFER TO SELL OR TO SOLICIT AN OFFER TO BUY THESE SECURITIES
UNTIL THE OFFEROR DETERMINES THAT THE OFFEREE IS QUALIFIED AND COMMUNICATES SUCH
DETERMINATION TO INVESTORS IN WRITING. THE SHARES ARE BEING OFFERED IN A PRIVATE
PLACEMENT TO A LIMITED NUMBER OF INVESTORS. THIS MEMORANDUM DOES NOT CONSTITUTE
AN OFFER OR SOLICITATION IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION
IS NOT PERMITTED UNDER APPLICABLE LAW OR ANY FIRM OR INDIVIDUAL WHO DOES NOT
POSSESS THE QUALIFICATIONS DESCRIBED IN THIS MEMORANDUM.
THE SHARES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933 (THE "ACT"), OR THE SECURITIES LAWS OF FLORIDA OR OTHER STATES, AND ARE
BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION
REQUIREMENTS OF THE ACT AND SUCH LAWS. THERE IS NO PUBLIC MARKET FOR SECURITIES
OF THE COMPANY. EVEN IF SUCH MARKET EXISTED, PURCHASERS OF SHARES WILL BE
REQUIRED TO REPRESENT THAT THE SHARES ARE BEING ACQUIRED FOR INVESTMENT PURPOSES
AND NOT WITH A VIEW TO SALE OR DISTRIBUTION, AND PURCHASERS WILL NOT BE ABLE TO
RESELL THE SHARES UNLESS THE SHARES ARE REGISTERED UNDER THE ACT AND QUALIFIED
UNDER THE APPLICABLE STATE STATUTES (UNLESS AN EXEMPTION FROM SUCH REGISTRATION
AND QUALIFICATION IS AVAILABLE). PURCHASERS OF THE SHARES SHOULD BE PREPARED TO
BEAR THE ECONOMIC RISK OF THEIR INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
THE PURCHASE OF THESE SECURITIES WILL ENTAIL A HIGH DEGREE OF RISK. THESE
SECURITIES ARE SUITABLE ONLY FOR PERSONS WHO HAVE SUBSTANTIAL FINANCIAL
RESOURCES AND HAVE NO LIQUIDITY IN THIS INVESTMENT. NO ONE SHOULD INVEST IN THE
SHARES WHO IS NOT PREPARED TO LOSE THEIR ENTIRE INVESTMENT. PROSPECTIVE
INVESTORS SHOULD CONSIDER CAREFULLY THE RISK FACTORS INDICATED UNDER " RISK
FACTORS."
INVESTORS SHOULD NOT CONSTRUE THE CONTENTS OF THIS MEMORANDUM OR ANY
COMMUNICATION, WHETHER WRITTEN OR ORAL, FROM THE COMPANY, ITS FOUNDERS,
MANAGEMENT, EMPLOYEES OR AGENTS, AS LEGAL, TAX, ACCOUNTING OR OTHER EXPERT
ADVICE. EACH INVESTOR SHOULD CONSULT THEIR OWN COUNSEL, ACCOUNTANT AND OTHER
PROFESSIONAL ADVISORS AS TO LEGAL,TAX, ACCOUNTING, AND RELATED MATTERS
CONCERNING HIS INVESTMENT AND ITS SUITABILITY FOR THEM.
NO PERSON (OTHER THAN OFFICERS OF THE COMPANY TO WHOM REQUESTS ARE DIRECTED FOR
ADDITIONAL INFORMATION CONCERNING THIS OFFERING) IS AUTHORIZED TO GIVE ANY
INFORMATION OR MAKE ANY REPRESENTATIONS (WHETHER ORAL OR WRITTEN) IN CONNECTION
WITH THIS OFFERING EXCEPT SUCH INFORMATION AS IS CONTAINED IN THIS PRIVATE
PLACEMENT MEMORANDUM AND THE ATTACHMENTS THERETO AND DOCUMENTS REFERRED TO
HEREIN . ONLY INFORMATION OR REPRESENTATIONS CONTAINED HEREIN AND THEREIN MAY BE
RELIED UPON AS HAVING BEEN AUTHORIZED.
THE SECURITIES OFFERED HEREBY WILL BE SOLD TO SUBJECT TO THE STOCK SUBSCRIPTION
AGREEMENT ATTACHED AS ATTACHMENT A OF THIS MEMORANDUM, WHICH CONTAINS CERTAIN
REPRESENTATIONS, WARRANTIES, TERMS AND CONDITIONS. EACH INVESTOR SHOULD
CAREFULLY REVIEW THE PROVISIONS OF THE SUBSCRIPTION AGREEMENT BEFORE INVESTING.
<PAGE>
This Company :
[ ] Has never conducted operations.
[ X ] Is in the development stage.
[ ] Is currently conducting operations.
[ ] Has shown a profit in the last fiscal year.
[ ] Other ( Specify ) ______________________
( Check at one , as appropriate )
This offering has been registered for offer and sale in the following states :
State State File No Effective Date
TABLE OF CONTENTS
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Cover Page 1
Disclosure Statements 2
Table of Contents 5
Summary of the Offering 6
The Company 7
Risk Factors 8
Use of Proceeds 10
Description of Securities 11
Terms of the Offering 12
Directors, Officers and key Personnel of the Company 13
Principal Stockholders 14
Remuneration of Directors and Officers 14
Reports 14
Legal Matters 15
Litigation 15
Additional Information 15
State Restrictions 16-18
EXHIBITS
Exhibit A Subscription Agreement 19-23
</TABLE>
This is an original unpublished work protected under copyright laws of the
United States and other countries. All Rights Reserved. Should publication
occur, then the following notice shall apply: Copyright 1999 WhatsOnline.com,
Inc. All Rights Reserved. No part of this document may be reproduced, stored in
a retrieval system or transmitted, in any form or any means, electronic,
mechanical, photocopying, recording or otherwise, without the prior written
permission of WhatsOnline.com, Inc.
<PAGE>
SUMMARY OF THE OFFERING
The following material is intended to summarize information contained elsewhere
in this Memorandum. This summary is qualified in its entirety by express
reference to the Memorandum and the exhibits referred to therein. Each
prospective investor is urged to read this Memorandum in its entirety.
WhatsOnline.com, Inc, a Nevada corporation (the " Company "), is the issuer of
the Shares. The address of the Company is 15 Wertheim Court, Suite 311, Richmond
Hill, Ontario, L4B 3H7.
The Offering
The Company is offering up to 1,500,000 of its common stock, par value $.00001
per share (the "Shares"), along with 3,000,000 common share purchase warrants.
The Minimum investment for an Investor is 100,000 Shares or $100,000.00. The
Company, in its sole discretion, may accept subscriptions for up to an aggregate
of 1,500,000 or $1,500,000.00 until December 31st, 1999, or until such earlier
date as the Company determines that this Offering shall be terminated. In its
sole discretion, the Company may elect to terminate this Offering even if
subscriptions for Shares have been received and accepted by the Company. See
"Terms of the Offering" and "Subscription for Shares".
Company's Business
- ------------------
WhatsOnline.com, Inc. entered into the field of targeted Internet streaming with
the launch of its portal EviewOnline.com. The Company's objective is to make
available aggregated audio and video content, with particular emphasis on
entertainment, news, sports, fashion and business. In April, 1999, the Company
acquired the domain name www.whatsonline.com for $50,000 and merged the contents
of EviewOnline.com into WhatsOnline.com.
As at September 30, 1999, the Company has not generated any revenues from
WhatsOnline.com due to the early stage nature of the Company's business, and has
incurred ongoing operating losses due to costs related to research, business
development, website development, management and staff recruitment, development
of advertising and marketing programs, and other costs associated with
establishing corporate infrastructure necessary for developing an online asset
such as WhatsOnline.com. The Company plans to use this infrastructure to develop
additional Internet properties which can potentially add to the Company's future
revenue potential.
Risk Factors
- ------------
The offering involves speculative investment with substantial risks, including
those associated with an unproven start-up venture, and risks associated with
the industry. Although the Company will use its best efforts to protect the
investments of the Investors, there is no assurance that the Company's efforts
will be successful. Accordingly, a prospective Investor should not view the
Company or its officers, directors, employees or agents as guarantors of the
financial success of an investment in the Shares. See "Risk Factors".
Limited Transferability of the Shares
The Shares have not been registered under the 1933 Act or the securities laws of
any state. The Shares of common stock purchased pursuant to this Offering will
be "restricted" shares because the shares are offered under Rule 505 and this
offering is excluded from the provisions of Regulation D pertaining to
restricted shares. This does not mean, however, that a public market does exist
for the Shares. No market exists now and none is foreseen . See "Risk Factors"
and "Terms of the Offering".
Limitation of Liability
Except for the amounts paid by Investors for their purchase of any Shares, and
as required by Florida State law, no investor will be liable for any debts of
the Company or be obligated to contribute any additional capital or funds to the
Company. See " Risk Factors".
Suitability Standards
Each Investor must meet certain eligibility standards established by the Company
for the purchase of the Shares. See "Terms of the Offering" and "Subscription
for Shares".
Use of Proceeds
The Company plans to use the money received from this offering to further
develop its business, hire additional personnel and for working capital. The
funds will be deposited into an escrow account and shall be released to the
Company on the earliest of December 31, 1999 or the closing of the Offering. No
minimum amount of Shares is required to be sold.
THE COMPANY
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Exact corporate name: WhatsOnline.com, Inc.
State and date of incorporation: Nevada
July 14th, 1983
Street address of principal office: 15 Wertheim Court, Suite 311
Richmond Hill, Ontario L4B 3H7
(604) 659-5003
Fiscal Year: December 31.
</TABLE>
PRODUCTS
In January, 1999, the Company entered into the field of targeted Internet
streaming with the launch of its portal EviewOnline.com. The Company's objective
is to make available aggregated audio and video content, with particular
emphasis on entertainment, news, sports, fashion and business. In April, 1999,
the Company acquired the domain name www.whatsonline.com for $50,000 and merged
the contents of EviewOnline.com into WhatsOnline.com.
As at September 30, 1999, the Company had not generated any revenues from
WhatsOnline.com due to the early stage nature of the Company's business, and had
incurred ongoing operating losses due to costs related to research, business
development, website development, management and staff recruitment, development
of advertising and marketing programs, and other costs associated with
establishing corporate infrastructure necessary for developing an online asset
such as WhatsOnline.com. The Company plans to use this infrastructure to develop
additional Internet properties which can potentially add to the Company's future
revenue potential.
<PAGE>
MATERIAL CONTRACTS
None.
MARKETING APPROACHES
The Company expects to market its online properties through direct mail,
newspapers, magazines, radio and through online advertising using banner
advertisements and e-mails.
RISK FACTORS
An investment in the Shares involves a high degree of risk. No prospective
Investor should acquire the Shares unless he can afford a complete loss of his
investment. The risks described below are those which the Company deems most
significant as of the date hereof. Other factors which may have a material
impact on the operations of the Company may not be foreseen. In addition to the
other factors set forth elsewhere in this Memorandum, prospective Investors
should carefully consider the following specific risk factors:
A. OPERATING RISKS
General
The economic success of an investment in the Shares depends, to a large
degree, upon many factors over which the Company has no control. These factors
include general economic, industrial and international conditions; inflation or
deflation; fluctuation in interest rates; the availability of, and fluctuations
in the money supply. The extent, type and sophistication of the Company's
competition; and government regulations.
Development Stage Company
The Company was organized in 1983 and has engaged in minimal business
operations. Accordingly, the Company is a development stage company as defined
by Statement of Financial Accounting Standards No.7.
Dependence on Key Personnel
The Company's success will depend, in large part, upon the talents and
skills of key management personnel. To the extent that any of its management
personnel is unable or refuses to continue association with the Company, a
suitable replacement would have to be found. There is no assurance that the
Company would be able to find suitable replacements for such personnel, or that
suitable person.
Lack of Adequate Capital
Additional capital will be required in the Company's future operations. In
the absence of any additional funding, the Company's operations may be affected
negatively. Therefore, the Company's management will be careful and use its best
judgement in directing the affairs of the Company in a manner that maximizes its
chances of success and, accordingly, the best chances of raising future funding.
Inherent Business Risks
The business that the Company plans to engage in involves substantial and
inherent risks associated with a start-up and development company with limited
financial resources.
B. INVESTMENT RISKS
Speculative Investment
The Shares are a very speculative investment. There can be no assurance
that the Company will attain its objective and it is very likely that the
Company will not be able to advance any business activities and Investors could
lose their entire investments.
Arbitrary Purchase Price; No Market
The purchase price for the Shares has been arbitrarily determined by the
Company, and is not necessarily indicative of their value. No assurance is or
can be given that the Shares, although transferable, could be sold for the
purchase price, or for any amount. There currently is no market for resale of
the Shares.
Restriction of Transferability
While the Company believes that no restriction exists for the transfer of
the Shares being offered by the Company, an investment in the Shares may be a
long term investment. Investors who do not wish or who are not financially able
to hold the Shares for a substantial period of time are advised against
purchasing Shares. The Shares are not registered under the 1933 Act or under the
securities laws of any state, but are being offered by the Company under the
exemption from registration provided by Rule 505 under Regulation D and related
state and foreign exceptions.
"Best Efforts" Offering
The Shares are being offered on a "best efforts" basis by the Company. No
person or entity is committed to purchase or take down any of the Shares offered
pursuant to this Offering. No escrow account is maintained and no minimum amount
is required to be sold. Funds will be available to the Company upon receipt.
Management and Operation Experience
The Company's officers, directors and other personnel have engaged in a
variety of businesses and have been involved in business financing, operations
and marketing, but their experience in these fields is limited. There is no
assurance that such experience will result in the success of the Company.
Other Risks
No assurance can be given that the Company will be successful in achieving
its stated objectives, that the Company's business is undertaken by the Company,
will generate cash sufficient to operate the business of the Company or that
other parties entering into agreements relating to the Company's business will
meet their respective obligations.
Dividends
The Company's Board of Directors presently intends to cause the Company to
follow a policy of retaining earnings, if any, for the purpose of increasing the
net worth and reserves of the Company. Therefore, there can be no assurance that
any holder of Common Stock will receive any cash, stock or other dividends on
his shares of Common Stock. Future dividends on Common Stock, if any, will
depend on the future earnings, financing requirements and other factors.
Additional Securities Available for Issuance
The Company's Certificate of Incorporation authorizes the issuance of
100,000,000 shares of Common Stock. At this time, 23,132,404 shares of common
stock have been issued. Accordingly, including those purchasing the shares
offered with the sale of these units, investors will be dependent upon the
judgement of management in connection with the future issuance and sale of
shares of the Company's capital stock, in the event purchasers can be found for
such securities.
<PAGE>
USE OF PROCEEDS
The Company will incur expenses in connection with the Offering in an
amount anticipated not to exceed $5,000.00 for legal fees, accounting fees,
filing fees, printing costs and other expenses. If the maximum number of Shares
are sold, the Company anticipates that the net proceeds to it from the Offering
will be as follows:
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Maximum Item Shares Sold
Gross Proceeds of Offering $1,500,000.00
Offering Expenses
Cost of Offering $5,000.00
TOTAL PROCEEDS RECEIVED: $1,495,000.00
Operating Expenses
Development of Internet assets & hiring new staff $1,000,000.00
Working Capital $495,000.00
TOTAL $1,495,000.00
</TABLE>
NET FUNDS AVAILABLE TO COMPANY
The Company estimates that the costs of the Offering will be as follows:
(i) legal fees of approximately $1,000.00, (ii) accounting fees of approximately
$500.00 and (iii) printing and other miscellaneous costs of approximately
$3,500.00. A sales commissions will be paid only to NASD broker/dealers and no
other person will receive any commissions or remuneration from the Company.
The net proceeds of this offering, assuming all the Shares are sold, will
be sufficient to sustain the planned marketing and development activities of the
Company for a period of 6 months, depending upon the number of Shares sold in
the offering and other factors. Even if all the Shares offered hereunder are
sold, the Company will require additional capital in order to fund continued
development activities and capital expenditures that must be made. The Company's
business plan is based on the premise that additional funding will be obtained
through funds generated from operations, the exercising of the options and
warrants by shareholders, additional offerings of its securities, or other
arrangements. There can be no assurance that any securities offerings will take
place in the future, or that funds sufficient to meet any of the foregoing needs
or plans will be raised from operations or any other source.
DESCRIPTION OF SECURITIES
The following discussion describes the stock and other securities of the
Company.
General
The Company currently has 100,000,000 authorized common shares, par value
$.00001 per share, of which 23,132,404 common shares were issued and outstanding
as of the date of this Placement. All of the outstanding common shares of the
Company are fully paid for and nonassessable.
Voting Rights
Each share of the 23,132,404 shares of the Company's common stock held by
its current shareholders is entitled to one vote at shareholders meetings.
Dividends
The Company has never paid a dividend and does not anticipate doing so in
the near future.
Options
The Company currently has 2,460,000 options outstanding in relation to its
common stock.
Miscellaneous Rights and Provisions
Shares of the Company's common stock have no pre-emptive rights. The Shares
do not have any conversion rights, no redemption or sinking fund provisions, and
are not liable to further call or assessment. The Shares, when paid for by
Investors, will be fully paid and nonassessable. Each share of the Company's
common shares is entitled to a pro rata share in any asset available for
distribution to holders of equity securities upon the liquidation of the
Company.
TERMS OF THE OFFERING
The Company is offering to qualified investors a maximum of 1,500,000
Shares (Units) at a purchase price of $1.00 per share of the Company's common
stock, with two warrants that entitles the purchaser an additional two common
shares when exercised at $1.00 per share on or before November 23rd, 2004. The
Company may, in its sole discretion, terminate the offering at any time. The
Offering will close on the earliest of December 1st, 1999 or the election of the
Company when all of the Shares are sold, in no event later than December 1st,
1999. The minimum subscription is $100,000.00 (100,000 Shares) per Investor,
although the Company, in its sole discretion, may accept subscriptions for
lesser amounts.
Constitution of Shares
Each Unit will consist of one fully paid and non-assessable common share in
the capital stock ( the "Share" ) of the Company and the right to purchase
one share purchase warrant ( the "Warrants" ) with terms as described
below.
Terms of Warrants
All Warrants will;
(a) be comprised in one warrant certificate ( the "Warrant
Certificate" ), registered in the name of the purchaser,
representing an aggregate number of Warrants which be equal to
twice the number of Units being acquired hereunder by the
purchaser;
(b) be non-transferable;
(c) will be subject to the terms and conditions which are adopted by
the Company for the Warrants, which terms and conditions will,
amongst other things.
(i) provide for an adjustment in class and number of shares
issuable pursuant to any exercise thereof upon the
occurrence of certain events, including any subdivision,
consolidation or re-classification of the shares, and
(ii) not provide for any adjustment in the number of shares
issuable pursuant to any exercise thereof in event of the
Company issuing any other shares, warrants or options to
acquire shares at prices either above, at or below the
exercise price of Warrants;
(d) and each Warrant will provide for the right to purchase one
additional Share. The Warrant will be exercised in whole or in
part from time to time at any time prior to 4:30 p.m. (PST) on
November 23rd , 2004 at $1.00 per Share.
The Shares are being offered and sold by the Company under the exemption
from registration contained in Rule 505 under Regulation D and related
exemptions from state registration requirements. Rule 505 permits the Company to
offer and sell its stock in an amount not exceeding $5,000,000 to an unlimited
number of persons. Until 1992, Rule 504(b)(2)(ii) imposed a limited disclosure
obligation of all issuers such as the Company which was intended to ensure that
investors in a Rule 505 transaction were clearly advised of the restricted
character of the securities being offered for sale. This requirement was
eliminated in July, 1992 at which time the Securities and Exchange Commission
adopted an amendment to Rule 505 that eliminated all limitations on the manner
of offering of stock under that rule and/or the resale of stock purchased in
reliance on that rule. Therefore, following adoption of the 1992 amendment, the
securities being offered and sold by the Company pursuant to the present
Offering are available for immediate resale by nonaffiliates of the issuer.
The Shares are being offered on a "best efforts" basis by the Company and
certain expenses of the Offering will be paid from the proceeds of the Offering.
The Company anticipates that such expenses will not exceed $5,000.00 as detailed
in the Use of Proceeds.
<PAGE>
DIRECTORS, OFFICERS AND KEY PERSONNEL OF THE COMPANY
Officers and Directors
The following information sets forth the names of the officers and
directors of the Company, their present position with the Company and biographic
information:
HARMEL S. RAYAT, Chairman, Director. Mr. Rayat has been in the venture capital
industry since 1981 and since January 1993 has been the president of Hartford
Capital Corporation, a company which specializes in providing early stage
funding and investment banking services to emerging growth corporations. From
January 1989 through December 1992 Mr. Rayat was the President and CEO of K.S.
Rayat & Company, an investment banking and venture capital company, where he was
responsible for research, due diligence and investment strategy in early stage,
start-up venture capital investments. Mr. Rayat has been a director and
President of the Company since March 1996.
KESAR S. DHALIWAL, President and Chief Executive Officer, Director. Mr. Dhaliwal
has considerable international business management experience in North America,
Asia and Europe. Between 1993 and just prior to joining American Alliance
Corporation in December 1998, Mr. Dhaliwal lead two technology companies which
developed and marketed real time Internet based information technology platforms
to financial services institutions. From 1986 through 1993, Mr. Dhaliwal was the
Chief Strategic Officer and Investment Officer for a large multi-national
Singapore based conglomerate. His duties included expanding the company's
diverse operations into shipping, construction, hospitality and entertainment.
From 1984 through 1986, Mr. Dhaliwal was president of an international
hospitality company, where he developed and executed the company's expansion
strategy from North America to Europe and Asia. From 1979 through 1984, Mr.
Dhaliwal was the president of a company specializing in developing business
partnerships and international trade between North America and the fashion
industry in Japan, Korea, Taiwan, Singapore and India.
JASBINDER CHOHAN, Secretary /Treasurer, Director. Ms. Chohan has extensive
sales, marketing and accounting experience with established, as well as start up
corporations. Since January 1995, Ms. Chohan has been an account manager at an
international packaging company. Between March 1991 and January 1995, Ms. Chohan
handled all aspects of general accounting, administration, and employee
relations at an growing advertising concern and for a holding company involved
in recycling.
GURSH S. KUNDAN, Vice President, Business Development. Mr. Kundan has held
senior positions with several financial service and technology organizations.
From 1996 to 1998, Mr. Kundan was a senior vice president of a start up
technology company where he was responsible for developing the technology for,
and managing a service bureau operation which administered nine billion dollars
of financial service assets for several financial planning firms. During his
tenure, he also developed and implemented the firm's business plan and marketing
strategy which lead to an increase in revenue from two hundred forty thousand to
six million in two years. Between 1991 and 1996, Mr. Kundan worked for several
financial institutions developing strategic initiatives to increase market share
and profitability through marketing programs and process improvement projects.
From 1989 to 1991, Mr. Kundan worked for a large information systems company and
was responsible for several initiatives, including development of distributio
channels, product marketing strategies and marketing research studies. Mr.
Kundan holds a Bachelor of Business Administration Degree from Simon Fraser
University, with a focus on marketing strategy, management information systems
and operations.
PRINCIPAL STOCKHOLDERS
The following table sets forth information concerning the shares of Common
Stock of the Company owned of record and beneficially held as of the date of
this Memorandum by (i) each person known to the Company to own of record or
beneficially 5% or more of the 7,595,600 outstanding shares of Common Stock of
the Company, (ii) each Director of the Company, and (iii) all officers and
directors of the Company as a group, as of the date of this Memorandum and
adjusted to reflect share holdings after the sale of the maximum number of
Shares offered hereby.
<TABLE>
<CAPTION>
Ownership No Shares % No Shares %
Name & Position Pre Issue Post Issue
<S> <C> <C> <C> <C>
Harmel S. Rayat 8,000,000 34.6% 8,000,000 32.5%
</TABLE>
REMUNERATION OF DIRECTORS AND OFFICERS
Directors of the Company who are also employees of the Company receive no
additional compensation for their services as Directors. The Company intends, in
the future, to pay Directors who are not employees of the Company, compensation
of $500 per Director's Meeting, as well as reimbursements of any out of pocket
expenses incurred in the Company's behalf.
REPORTS
The books and records of the Company will be maintained by the Company. The
books of account and records shall be kept at the principal place of business of
CancerOption.com, Inc. and each shareholder, or his duly authorized
representatives, shall have upon giving ten (10) days prior notice, access
during reasonable business hours to such books and records, and the right to
inspect and copy them. Within 120 days after the close of each fiscal year,
reports will be distributed to the shareholders which will include financial
statements (including a balance sheet and statements of income, shareholder's
equity, and cash flows) prepared in accordance with generally accepted
accounting principals, with a reconciliation to the tax information
supplementary supplied, accompanied by a copy of the accountant's report.
LEGAL MATTERS
Gary R. Blume, Esquire, 11801 North Tatum Blvd, Suite 108, Phoenix,
Arizona, 85028 will pass upon certain matters for the Company.
LITIGATION
The Company is not presently involved in any material litigation or other
legal proceedings.
ADDITIONAL INFORMATION
In the opinion of the Board of Directors of the Company, this memorandum
contains a fair presentation of the subjects discussed herein and does not
contain a misstatement of material fact or fail to state a material fact
necessary to make any statements made herein not misleading. Persons to whom
offers are made will be furnished with such additional information concerning
the Company and other matters discussed herein as they, or their purchaser
representative or other advisors, may reasonably request. The Company shall, to
the extent such information is available or can be acquired without unreasonable
effort or expense, endeavour to provide the information to such persons. All
offerees are urged to make such personal investigations, inspections or
inquiries as they deem appropriate.
Questions or requests for additional information may be directed to Mr.
Harmel S. Rayat by calling (604) 659-5003. Requests for additional copies of
this Memorandum or assistance in executing subscription documents may be
directed to the Company.
STATE RESTRICTIONS AND DISCLOSURES
FOR UNREGISTERED SECURITIES OFFERINGS
NOTICE TO ARIZONA RESIDENTS:
These securities are being sold in reliance upon Arizona's Limited Offering
exemption from registration pursuant to A.R.S. 44-1844.
THE SHARES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE ARIZONA SECURITIES
ACT, AS AMENDED, AND THEREFORE, CANNOT BE TRANSFERRED OR RESOLD UNLESS THEY ARE
REGISTERED UNDER SUCH ACT OR AN EXEMPTION THEREFROM IS AVAILABLE.
As a purchaser of such securities hereby represent that I understand these
securities cannot be resold without registration under the Arizona Securities
Act or an exemption therefrom. I am not an underwriter within the meaning of
A.R.S 44-1801(17), and I am acquiring these securities for myself, not for other
persons. If qualifying as a non-accredited investor, I further represent that
this investment does not exceed 20% of my net worth ( excluding principal
residence, furnishings therein and personal automobiles).
NOTICE TO CALIFORNIA RESIDENTS:
These securities are being sold in reliance upon California's Limited Offering
Exemption. 25102(f) of the California Code, as amended.
SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS MEMORANDUM HAS NOT BEEN
QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND
THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE
CONSIDERATION THEREFROM PRIOR TO SUCH QUALIFICATIONS IS UNLAWFUL, UNLESS THE
SALE OF SECURITIES IS EXEMPT FROM THE QUALIFICATIONS BY SECTION 25100, 25102 OR
26105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES ARE
EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS
SO EXEMPT.
THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA DOES NOT RECOMMEND
OR ENDORSE THE PURCHASE OF THESE SECURITIES. NOTICE TO COLORADO RESIDENTS:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE COLORADO SECURITIES ACT OF 1981 BY REASON OF SPECIFIC EXEMPTIONS
THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING. THESE
SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON
OR ENTITY UNLESS SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE COLORADO SECURITIES ACT OF 1981, IF SUCH REGISTRATION IS
REQUIRED.
NOTICE TO NEW YORK RESIDENTS:
THIS PRIVATE PLACEMENT MEMORANDUM HAS NOT BEEN FILED WITH OR REVIEWED BY THE
ATTORNEY GENERAL PRIOR TO ITS ISSUANCE AND USE. THE ATTORNEY GENERAL OF THE
STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY
REPRESENTATION OF THE CONTRARY IS UNLAWFUL.
THIS PRIVATE PLACEMENT MEMORANDUM DOES NOT CONTAIN AN UNTRUE STATEMENT OF
MATERIAL FACT AND DOES NOT OMIT ANY MATERIAL FACT NECESSARY TO MAKE THE
STATEMENTS MADE, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT
MISLEADING. IT CONTAINS A FAIR SUMMARY OF THE MATERIAL TERMS AND DOCUMENTS
PURPOSED TO BE SUMMARIZED HEREIN.
Purchaser Statement:
I understand that this Offering of Shares has not been reviewed by the
Attorney General of the State of New York because of the Offeror's
representations that this intended to be a non-public Offering pursuant to the
Regulation D Rule 504 or 505, and that if all of the conditions and limitations
of Regulation D are not complied with, the Offering will be resubmitted to the
Attorney General for amended exemption. I understand that any literature used in
connection with this Offering has not been previously filed with the Attorney
General and has not been reviewed by the Attorney General. This Investment Unit
is being purchased for my own account for investment, and not for distribution
or resale to others. I agree that I will not sell or otherwise transfer these
securities unless they are registered under the Federal Securities Act of 1933
or unless an exemption from such registration is available. I represent that I
have adequate means of providing for my current needs and possible personal
contingencies of financial problems, and that I have no need for liquidity of
this investment.
It is understood that all documents, records and books pertaining to this
investment have been made available to my attorney, my accountant, or my offeree
representative and myself, and that, upon reasonable notice, the books and
records of the issuer will be available for inspection by investors, at
reasonable hours at the principal place of business.
<PAGE>
EXHIBITS
WhatsOnline.com, Inc.
SUBSCRIPTION DOCUMENT
1. The undersigned hereby subscribes for _____________ shares of common stock
(hereinafter "Shares"), as described in the Private Offering Memorandum
dated November 23rd, 1999 ("Memorandum"), of WhatsOnline.com, Inc., a
Nevada corporation (the "Company"), being offered by the Company for a
purchase price of $1.00 per Unit and tenders herewith the sum of
$_________________ in payment therefor, together with tender of this
Subscription Document.
2. The undersigned represents and warrants that he is a bona fide resident of
the State of ______________ .
3 The undersigned acknowledges:
a. Receipt of a copy of the Private Offering Memorandum;
b. That this subscription, if accepted by the Company, is legally binding
and irrevocable;
c. That the Company has a very limited financial and operating history;
d. That the Shares have not been registered under the Securities Act of
1933, as amended, in reliance upon exemptions contained in that Act,
and that the Shares have not been registered under the securities acts
of any state in reliance upon exemptions contained in certain state's
securities laws; and
e. That the representations and warranties provided in this Subscription
Document are being relied upon by the Company as the basis for the
exemption from the registration requirements of the Securities Act of
1933 and of the applicable state's securities laws.
4. The undersigned represents and warrants as follows:
a. That the undersigned subscriber is purchasing said Shares as an
investment and said Shares are purchased solely for the undersigned's
own account.
b. That the undersigned subscriber has sufficient knowledge and
experience in financial and business matters to evaluate the merits
and risks of an investment in the Shares;
c. That the undersigned subscriber is able to bear the economic risk of
an investment in the Shares;
d. That the undersigned subscriber has read and is thoroughly familiar
with the Private Offering Memorandum and represents and warrants that
he is aware of the high degree of risk involved in making investment
in the Shares;
<PAGE>
e. That the undersigned subscriber's decision to purchase the Shares is
based solely on the information contained in the Private Offering
Memorandum and on written answers to such questions as he has raised
concerning the transaction;
f. That the undersigned subscriber is purchasing the Shares directly from
the Company and understands that neither the Company nor the Offering
is associated with; endorsed by nor related in any way with any
investment company, national or local brokerage firm or broker dealer.
The undersigned subscriber's decision to purchase the Shares is not
based in whole or in part on any assumption or understanding that an
investment company, national or local brokerage firm or other broker
dealer is involved in any way in this Offering or has endorsed or
otherwise recommended an investment in these Shares.
g. That the undersigned subscriber has an investment portfolio of
sufficient value that he could suitably absorb a high risk illiquid
addition such as an investment in the Shares.
h. The undersigned further represents that (INITIAL APPROPRIATE
CATEGORY):
[ ] I am a natural person whose individual net worth, or joint
worth with my spouse at the time of purchase, exceeds $200,000;
[ ] I am a natural person who had an individual income in excess of
$50,000 or joint income with my supose in excess of $50,000 in
each of the two most recent years and who reasonably expects an
income in excess of those amounts in the current year;
i. That Regulation D requires the Company to conclude that each investor
has sufficient knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of an
investment in the shares, or to verify that the investor has retained
the services of one or more purchaser representatives for the purpose
of evaluating the risks of investment in the shares, and hereby
represents and warrants that he has such knowledge and experience in
financial and business matters that he is capable of evaluating the
merits and risks of an investment in the shares and of making an
informed investment decision and will not require a purchaser
representative.
<PAGE>
5. The undersigned understands and agrees that this subscription is made
subject to each of the following terms and conditions:
a. The Company shall have the right to accept or reject this
subscription, in whole or part, for any reason. Upon receipt of each
Subscription Document, the Company shall have until December 31st,
1999 in which to accept or reject it. If no action is taken by the
Company within said period, the subscription shall be deemed to have
been accepted. In each case where the subscription is rejected, the
Company shall return the entire amount tendered by the subscriber,
without interest;
b. That the undersigned subscriber will, from time to time, execute and
deliver such documents or other instruments as may be requested by the
Company in order to aid the Company in the consummation of the
transactions contemplated by the Memorandum.
6. The undersigned hereby constitutes and appoints the Company, with full
power of substitution, as attorney-in-fact for the purpose of executing and
delivering, swearing to and filing, any documents or instruments related to
or required to make any necessary clarifying or conforming changes in the
Subscription Document so that such documentis correct in all respects.
7. As used herein, the singular shall include the plural and the masculine
shall include the feminine where necessary to clarify the meaning of this
Subscription Document. All terms not defined herein shall have the same
meanings as in the Memorandum.
IN WITNESS WHEREOF, the undersigned has executed this Subscription Document
this _____ day of ____________, 1999.
Number of Shares __________________
Total amount tendered $__________________
INDIVIDUAL OWNERSHIP: __________________________________________
Name ( Please Type or Print )
__________________________________________
Signature
Social Security Number_________________
JOINT OWNERSHIP: __________________________________________
Name ( Please Type or Print )
__________________________________________
Signature
__________________________________________
Social Security Number
OTHER OWNERSHIP __________________________________________
Name ( Please Type or Print )
By:_______________________________________
( Signature )
__________________________________________
Title
__________________________________________
Employer Identification Number
ADDRESS:____________________________________________________________________
Street City State Zip
Phone (Residence)_____________________ ; Phone (Business) _____________________
I,________________________________, do hereby certify that the
representations made herein concerning my financial status are true, and that
all other statements contained herein are true, accurate and complete to the
best of my knowledge.
Date: ___________________ , 1999.
__________________________________________
Signature
<PAGE>
CERTIFICATE OF DELIVERY
I hereby acknowledge that I delivered the foregoing Subscription Document
to _________________ on the _______ day of __________________ , 1999.
__________________________________________
Signature
ACCEPTANCE
This Subscription is accepted by WhatsOnline.com, Inc., as of the ______
day of ____________________ , 1999.
WhatsOnline.com, Inc.
By :______________________________________
Director
