U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB/A2
Registration Statement on Form 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL
BUSINESS ISSUERS
SEAFOODS PLUS, LTD.
(Name of Small Business Issuer as specified in its charter)
UTAH 87-0413539
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) ID. No.)
N/A
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(SEC File No.)
5525 South 900 East, Suite #110
Salt Lake City, Utah 84117
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(Address of Principal Executive Office)
Issuer's Telephone Number, including Area Code: (801) 262-8844
Securities registered pursuant to Section 12(b) of the Exchange Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act:
$0.001 par value common stock
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Title of Class
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DOCUMENTS INCORPORATED BY REFERENCE: See the Exhibit Index herein.
PART I
Item 1. Description of Business.
Business Development.
Seafoods Plus, Ltd. (the "Company") was organized under the laws of the
State of Utah on August 11, 1983, under the name "Communitra Energy, Inc." The
Company was incorporated for the primary purpose of investing in oil, gas and
mineral leases and/or products.
The Company was initially authorized to issue a total of 50,000,000 shares
of common stock having a par value of one mill ($0.001) per share, with
fully-paid stock not to be liable for further call or assessment. Copies of the
Company's initial Articles of Incorporation and Bylaws are incorporated herein
by this reference. See the Exhibit Index, Part III.
At the Company's inception, the Board of Directors authorized the issuance
of 1,275,000 "unregistered" and "restricted" shares of its common stock to
directors, executive officers and persons who may be deemed to have been
promoters or founders of the Company for the total consideration of $3,000.
Commencing in November, 1983, and pursuant to an exemption provided in
Section 3(a)(11) of the Securities Act of 1933, as amended (the "1933 Act"), and
Section 61-1-10 of the Utah Uniform Securities Act, the Company publicly offered
and sold an aggregate total of 3,000,000 shares of its common stock to public
investors who were residents of the State of Utah, at a price of one cent
($0.01) per share. The offering was subsequently completed, with the Company
receiving aggregate gross proceeds of $30,000, before payment of legal,
accounting and printing expenses. A copy of the Offering Circular that the
Company used in connection with this offering is incorporated herein by this
reference. See the Exhibit Index, Part III.
On July 16, 1985, the Company filed with the Secretary of State of the
State of Utah Articles of Amendment to its Articles of Incorporation, which (i)
changed the name of the Company to "Seafoods Plus, Ltd."; and (ii) expanded
Article III of the business purpose to include the processing, canning,
marketing and distribution of fresh seafoods. A copy of the Articles of
Amendment effecting these changes is incorporated herein by this reference. See
the Exhibit Index, Part III.
<PAGE>
From 1985 to 1988, the Company engaged in business of seafood distribution.
These operations were unsuccessful and the Company has had no business
operations since approximately 1988. Due to the substantial lapse of time since
the occurrence of these events, management does not anticipate that they will
have any adverse impact on any future operations in which the Company may
engage.
Pursuant to the provisions of Section 16-10a-1006 of the Utah Revised
Business Corporation Act, on September 18, 1995, the corporation adopted
Articles of Amendment to its Articles of Incorporation: (i) to effect a 1 share
for 16.17 reverse split of the Company's 5,658,250 then-outstanding shares of
common stock, effective as of the close of business on September 5, 1995,
retaining the authorized capital at 50,000,000 shares and the par value at one
mill ($0.001) per share, with appropriate adjustments being made in the
additional paid in capital and stated capital accounts of the Company and with
fractional shares to be rounded to the nearest whole share. A copy of the
Articles of Amendment effecting these changes is incorporated herein by this
reference. See Exhibit Index, Part III.
On September 18, 1995, the Board of Directors, acting pursuant to Section
16-10a-821 of the Utah Revised Business Corporation Act, unanimously resolved
(i) to issue 1,650,000 post-split "unregistered" and "restricted" shares of
common stock to Jenson Services, Inc., a consultant to the Company, in
consideration of the sum of $10,000, which funds were to be used to pay costs
associated with legal fees and accounting costs.
Immediately following the above-referenced reverse split, 350,012 shares of
the Company's common stock were issued and outstanding. Following the issuance
of 1,650,000 "unregistered" and "restricted" shares to Jenson Services, Inc.,
2,000,012 shares of common stock are currently issued and outstanding.
On May 15, 1996, acting without a meeting pursuant to Section 16-10a-821 of
the Utah Revised Business Corporation Act, the Board of Directors of the Company
unanimously resolved to adopt new Bylaws. The Board members approving this
resolution were Kathleen Morrison, Jason Osborne and Terry Hardman. A copy of
the adopted Bylaws of the Company is incorporated herein by this reference. See
the Exhibit Index, Part III.
On October 11, 1996, acting pursuant to Section 16-10a-821 of the Utah
Revised Business Corporation Act, the Board of Directors of the Company
unanimously resolved to amend the Company's Bylaws to exempt the Company from
the provisions of the Utah Control Shares Acquisitions Act (Section 61-6-2 et
seq., Utah Code Annotated) (the "Acquisitions Act"). The Board members approving
this resolution were Kathleen Morrison, Jason Osborne and Terry Hardman. A copy
of the amendment to the Bylaws of the Company is incorporated herein by this
reference. See the Exhibit Index, Part III.
The Acquisitions Act, which applies only to certain types of publicly-held
corporations, provides that "control shares" acquired under certain
circumstances shall have the same voting rights as they had before the
acquisition only to the extent that the stockholders of the corporation have
approved such rights. The Acquisitions Act also gives dissenter's rights to the
stockholders in the event that full voting rights are accorded to shares
acquired in a "control share acquisition" and the acquiring person has acquired
"control shares" with at least a majority of all voting power. Section 61-6-6
permits a corporation's articles of incorporation or bylaws to provide for an
exemption from the Acquisitions Act. The net effect of the Company's exemption
from the
<PAGE>
Acquisitions Act is to remove the need for stockholder approval of acquisitions
of controlling interests in the Company. The Company will still be subject to
the provisions of Regulation 14A of the Securities and Exchange Commission,
regarding proxy solicitations. However, these provisions deal with the nature
and extent of disclosure required when a matter is to be voted on, but not
whether a matter is to be voted on; accordingly, Regulation 14A in no way
negates the effect of the exemption from the Acquisitions Act. See the heading
"Need for any Governmental Approval of Principal Products or Services" under the
caption "Business," herein.
On December 12, 1996 the Company filed a Form 10SB12G pursuant to
Regulation S-B for the purpose of becoming a full reporting issuer under Section
12(g) of Securities Act of 1933 and the Securities Exhange Act of 1934. The
Company filed the Form 10SB12G, on a voluntarily basis, for the purpose of
registering its securities under Section 12(g) and the Company is filing this
Amendment under the same predisposition.
Business.
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The Company has had no business operations since approximately 1988. To the
extent that the Company intends to continue to seek the acquisition of assets,
property or business that may benefit the Company and its stockholders, the
Company is essentially a "blank check" company. The Company does not plan to use
any supplemental information, notices or advertisements in its search for
business opportunities. The Company plans to rely on the consulting services of
Jenson Services, Inc., the principal shareholder, for potential acquisitions or
mergers. Because the Company has virtually no assets, conducts no business and
has no employees, management anticipates that any such acquisition would require
the Company to issue shares of its common stock as the sole consideration for
the acquisition. This may result in substantial dilution of the shares of
current stockholders. The Company's Board of Directors shall make the final
determination whether to complete any such acquisition; the approval of
stockholders will not be sought unless required by applicable laws, rules and
regulations, the Company's Articles of Incorporation or Bylaws, as amended, or
contract. Even if stockholder approval is sought, Jenson Services, a consultant
to the Company, beneficially owns approximately 87% percent of the outstanding
shares of common stock of the Company, and could approve any acquisition,
reorganization or merger it deemed acceptable. The Company makes no assurance
that any future enterprise will be profitable or successful.
The Company is not currently engaging in any substantive business activity
and has no plans to engage in any such activity in the foreseeable future. In
its present form, the Company may be deemed to be a vehicle to acquire or merge
with a business or company. The Company does not intend to restrict its search
to any particular business or industry, and the areas in which it will seek out
acquisitions, reorganizations or mergers may include, but will not be limited
to, the fields of high technology, manufacturing, natural resources, service,
research and development, communications, transportation, insurance, brokerage,
finance and all medically related fields, among others. The Company recognizes
that because of its total lack of resources, the number of suitable potential
business ventures which may be available to it will be extremely limited, and
may be restricted to entities who desire to avoid what these entities may deem
to be the adverse factors related to an initial public offering ("IPO"). The
most prevalent of these factors include substantial time requirements, legal and
accounting costs, the inability to obtain an underwriter who is willing to
publicly offer and sell shares, the lack of or the inability to obtain the
required financial statements for such an undertaking, limitations on the amount
of dilution public investors will suffer to the benefit of the stockholders of
any such entities, along with other conditions or requirements imposed by
various federal and state securities laws, rules and regulations. Any of these
types of entities, regardless of their prospects, would require the Company to
issue a substantial number of shares of its common stock to complete any such
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acquisition, reorganization or merger, usually amounting to between 80 and
95 percent of the outstanding shares of the Company following the completion of
any such transaction; accordingly, investments in any such private entity, if
available, would be much more favorable than any investment in the Company.
Management believes that there will be a change in control upon consumation of
an acquisition or merger. Past experience of Jenson Services, Inc. has produced
a change in control universally with all companies Jenson has consulted.
Management intends to consider a number of factors prior to making any
decision as to whether to participate in any specific business endeavor, none of
which may be determinative or provide any assurance of success. These may
include, but will not be limited to an analysis of the quality of the entity's
management personnel; the anticipated acceptability of any new products or
marketing concepts; the merit of technological changes; its present financial
condition, projected growth potential and available technical, financial and
managerial resources; its working capital, history of operations and future
prospects; the nature of its present and expected competition; the quality and
experience of its management services and the depth of its management; its
potential for further research, development or exploration; risk factors
specifically related to its business operations; its potential for growth,
expansion and profit; the perceived public recognition or acceptance of its
products, services, trademarks and name identification; and numerous other
factors which are difficult, if not impossible, to properly analyze without
referring to any objective criteria.
Regardless, the results of operations of any specific entity may not
necessarily be indicative of what may occur in the future, by reason of changing
market strategies, plant or product expansion, changes in product emphasis,
future management personnel and changes in innumerable other factors. Further,
in the case of a new business venture or one that is in a research and
development mode, the risks will be substantial, and there will be no objective
criteria to examine the effectiveness or the abilities of its management or its
business objectives. Also, a firm market for its products or services may yet
need to be established, and with no past track record, the profitability of any
such entity will be unproven and cannot be predicted with any certainty.
Management will attempt to meet personally with management and key
personnel of the entity sponsoring any business opportunity afforded to the
Company, visit and inspect material facilities, obtain independent analysis or
verification of information provided and gathered, check references of
management and key personnel and conduct other reasonably prudent measures
calculated to ensure a reasonably thorough review of any particular business
opportunity; however, since the Company has virtually no current assets or cash
reserves, these activities may be limited, and if undertaken, the cost and
expense thereof will be advanced by management, and may further dilute the
interest of the stockholders of the Company.
The Company is unable to predict the time as to when and if it may actually
participate in any specific business endeavor. The Company anticipates that
proposed business ventures will be made available to it through personal
contacts of directors, executive officers and principal stockholders,
professional advisors, broker dealers in securities, venture capital personnel,
members of the financial community and others who may present unsolicited
proposals. In certain cases, the Company may agree to pay a finder's fee or to
otherwise compensate the persons who submit a potential business endeavor in
which the Company eventually participates.
<PAGE>
Such persons may include the Company's directors, executive officers,
beneficial owners or their affiliates. In this event, such fees may become a
factor in negotiations regarding a potential acquisition and, accordingly, may
present a conflict of interest for such individuals. See the caption "Conflicts
of Interest; Related Party Transactions," below.
Although the Company has not identified any potential acquisition target,
the possibility exists that the Company may acquire or merge with a business or
company in which the Company's executive officers, directors, beneficial owners
or their affiliates may have an ownership interest. Current Company policy does
not prohibit such transactions. Because no such transaction is currently
contemplated, it is impossible to estimate the potential pecuniary benefits to
these persons.
Although it currently has no plans to do so, depending on the nature and
extent of services rendered, the Company may compensate members of management in
the future for services that they may perform for the Company. Because the
Company currently has virtually no resources, and is unlikely to have any
appreciable resources until it has completed a merger or acquisition, management
expects that any such compensation would take the form of an issuance of the
Company's stock to these persons; this would have the effect of further diluting
the holdings of the Company's other stockholders.
Further, substantial fees are often paid in connection with the completion
of these types of acquisitions, reorganizations or mergers, ranging from a small
amount to as much as $250,000. These fees are usually divided among promoters or
founders, after deduction of legal, accounting and other related expenses, and
it is not unusual for a portion of these fees to be paid to members of
management or to principal stockholders as consideration for their agreement to
retire a portion of the shares of common stock owned by them. Such fees may
become a factor in negotiations regarding any potential acquisition by the
Company and, accordingly, may present a conflict of interest for such
individuals. See the caption "Conflicts of Interest; Related Party
Transactions."
Involvement in Other "Blank Check" Companies.
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Other than the Company, neither Jason Osborne nor Terry Hardman has been
involved as a director, executive officer or five percent stockholder of any
"blank check" company in the last ten years.
From November, 1993, until its reorganization in April, 1995, Kathleen L.
Morrison, who is a director and the President of the Company, was a director and
the Secretary/Treasurer of Westcott Financial Corporation, a Delaware
corporation, now known as "Entertainment Technologies & Programs, Inc."
("ETPI"). ETPI is publicly-held and may be deemed to have been a "blank check"
company until its reorganization. Mrs. Morrison was also the Secretary/Treasurer
of Onasco Companies, Inc., a Utah corporation, now know as "Tengasco, Inc."
("TNGO"), from January, 1995, until its reorganization in July, 1995. TNGO is
publicly-held and may be deemed to have been a "blank check" company until its
reorganization. Tengasco is a publicy-held company that currently trades over
the counter on the Bulletin Board; Historically, Tengasco is a publicly held
company that was organized in 1916 and is exempt from the 1933 Act. From July,
<PAGE>
1995, until its reorganization in September, 1996, Kathleen L. Morrison,
was a director and the Secretary/Treasurer of Mason Oil Company, Inc., a Utah
corporation, ("MSNO"), which may be deemed to be a "blank check" company.
No current director or executive officer has been involved in any initial
public offering involving the securities of a "blank check" company in the
ten-year period immediately preceding the date of this Registration Statement.
None of the Officers, Directors, or employees of Jenson Services, Inc. have
been involved in a "Blank Check Offering" in the ten year preceeding the date of
this registration statement under Regulation S-B.
Risk Factors.
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In any business venture, there are substantial risks specific to the
particular enterprise and which cannot be ascertained until a potential
acquisition, reorganization or merger candidate has been identified; however, at
a minimum, the Company's present and proposed business operations will be highly
speculative and subject to the same types of risks inherent in any new or
unproven venture, and will include those types of risk factors outlined below
and in the initial Offering Circular of the Company, a copy of which is
incorporated herein by this reference. See the Exhibit Index, Part III.
Limited Assets; No Source of Revenue. The Company has extremely limited
assets and has had no revenue in either of its two most recent calendar years or
to the date hereof. Nor will the Company receive any revenues until it completes
an acquisition, reorganization or merger, at the earliest. Jenson Services, Inc.
intends to continue to loan the company money to pay for the costs of evaluating
potential merger candidates. The loans are due upon demand. There is presently
no agreement between the Company and Jenson Services, Inc. The Company can
provide no assurance that any acquired business will produce any material
revenues for the Company or its stockholders or that any such business will
operate on a profitable basis.
Discretionary Use of Proceeds; "Blank Check" Company. Because the Company
is not currently engaged in any substantive business activities, as well as
management's broad discretion with respect to the acquisition of assets,
property or business, the Company may be deemed to be a "blank check" company.
Although management intends to apply substantially all of the proceeds that it
may receive through the issuance of stock or debt to a suitable acquisition,
subject to the criteria identified above, such proceeds will not otherwise be
designated for any more specific purpose. The Company can provide no assurance
that any allocation of such proceeds will allow it to achieve its business
objectives.
Absence of Substantive Disclosure Relating to Prospective Acquisitions.
Because the Company has not yet identified any assets, property or business that
it may potentially acquire, potential investors in the Company will have
virtually no substantive information upon which to base a decision whether or
not to invest in the Company. Potential investors would have access to
significantly more information if the Company had already identified a potential
acquisition or if the acquisition target had made an offering of its securities
directly to the public. The Company can provide no assurance that any investment
in the Company will not ultimately prove to be less favorable than such a direct
investment.
Unspecified Industry and Acquired Business; Unascertainable Risks. To date,
the Company has not identified any particular industry or business in which to
concentrate its acquisition efforts. Accordingly, prospective investors
currently have no basis to evaluate the
<PAGE>
comparative risks and merits of investing in the industry or business in
which the Company may invest. To the extent that the Company may acquire a
business in a highly risky industry, the Company will become subject to those
risks. Similarly, if the Company acquires a financially unstable business or a
business that is in the early stages of development, the Company will become
subject to the numerous risks to which such businesses are subject. Although
management intends to consider the risks inherent in any industry and business
in which it may become involved, there can be no assurance that it will
correctly assess such risks.
Uncertain Structure of Acquisition. Management has had no preliminary
contact or discussions regarding, and there are no present plans, proposals or
arrangements to acquire any specific assets, property or business. Accordingly,
it is unclear whether such an acquisition would take the form of an exchange of
capital stock, a merger or an asset acquisition. However, because the Company
has extremely limited resources as of the date of this Registration Statement,
management expects that any such acquisition would take the form of an exchange
of capital stock. See Part I, Item 2 of this Registration Statement.
State Restrictions on "Blank Check" Companies. A total of 36 states
prohibit or substantially restrict the registration and sale of "blank check"
companies within their borders. Additionally, 36 states use "merit review
powers" to exclude securities offerings from their borders in an effort to
screen out offerings of highly dubious quality. See Paragraph 8221, NASAA
Reports, CCH Topical Law Reports, 1990. The Company intends to comply fully with
all state securities laws, and plans to take the steps necessary to ensure that
any future offering of its securities is limited to those states in which such
offerings are allowed. However, these legal restrictions may have a material
adverse impact on the Company's ability to raise capital because potential
purchasers of the Company's securities must be residents of states that permit
the purchase of such securities. These restrictions may also limit or prohibit
stockholders from reselling shares of the Company's common stock within the
borders of regulating states.
By regulation or policy statement, eight states (Idaho, Maryland, Missouri,
Nevada, New Mexico, Pennsylvania, Utah and Washington), some of which are
included in the group of 36 states mentioned above, place various restrictions
on the sale or resale of equity securities of "blank check" or "blind pool"
companies. These restrictions include, but are not limited to, heightened
disclosure requirements, exclusion from "manual listing" registration exemptions
for secondary trading privileges and outright prohibition of public offerings of
such companies.
In most jurisdictions, "blank check" and "blind pool" companies are not
eligible for participation in the Small Corporate Offering Registration ("SCOR")
program, which permits an issuer to notify the Securities and Exchange
Commission of certain offerings registered in such states by filing a Form D
under Regulation D of the Securities and Exchange Commission. All states (with
the exception of Alabama, Delaware, Florida, Hawaii, Illinois, Minnesota,
Nebraska and New York) have adopted some form of SCOR. States participating in
the SCOR program also allow applications for registration of securities by
qualification by filing a Form U-7 with the states' securities commissions.
Nevertheless, the Company does not anticipate making any SCOR offering or other
public offering in the foreseeable future, even in any jurisdiction where it may
be eligible for participation in SCOR despite its status as a "blank check" or
"blind pool" company.
<PAGE>
The net effect of the above-referenced laws, rules and regulations will be
to place significant restrictions on the Company's ability to register, offer
and sell and/or to develop a secondary market for shares of the Company's common
stock in virtually every jurisdiction in the United States.
Management to Devote Insignificant Time to Activities of the Company.
Members of the Company's management are not required to devote their full time
to the affairs of the Company. Because of their time commitments, as well as the
fact that the Company has no business operations, the members of management
anticipate that they will devote approximately ten hours a month, which can be
deemed an insignificant amount of time to the activities of the Company, at
least until such time as the Company has identified a suitable acquisition
target.
Conflicts of Interest; Related Party Transactions. Although the Company has
not identified any potential acquisition target, the possibility exists that the
Company may acquire or merge with a business or company in which the Company's
executive officers, directors, beneficial owners or their affiliates may have an
ownership interest. Such a transaction may occur if management deems it to be in
the best interests of the Company and its stockholders, after consideration of
the above referenced factors. A transaction of this nature would present a
conflict of interest to those parties with a managerial position and/or an
ownership interest in both the Company and the acquired entity, and may
compromise management's fiduciary duties to the Company's stockholders. An
independent appraisal of the acquired company may or may not be obtained in the
event a related party transaction is contemplated. Furthermore, because
management and/or beneficial owners of the Company's common stock may be
eligible for finder's fees or other compensation related to potential
acquisitions by the Company, such compensation may become a factor in
negotiations regarding such potential acquisitions.
Voting Control. Due to its ownership of a majority of the shares of the
Company's outstanding common stock, Jenson Services, Inc. has the ability to
elect all of the Company's directors, who in turn elect all executive officers,
without regard to the votes of other stockholders.
No Market for Common Stock; No Market for Shares. The Company's common
stock is currently listed in the "pink sheets" of the National Quotation Bureau,
Inc. (the "NQB") and on the OTC Bulletin Board of the National Association of
Securities Dealers, Inc. (the "NASD"). However, there is currently no
"established trading market" for such shares; there can be no assurance that
such a market will ever develop or be maintained. Any market price for shares of
common stock of the Company is likely to be very volatile, and numerous factors
beyond the control of the Company may have a significant effect. In addition,
the stock markets generally have experienced, and continue to experience,
extreme price and volume fluctuations which have affected the market price of
many small capital companies and which have often been unrelated to the
operating performance of these companies. These broad market fluctuations, as
well as general economic and political conditions, may adversely affect the
market price of the Company's common stock in any market that may develop.
Risks of "Penny Stock." The Company's common stock may be deemed to be
"penny
<PAGE>
stock" as that term is defined in Reg. Section 240.3a51-1 of the Securities and
Exchange Commission. Penny stocks are stocks (i) with a price of less than five
dollars per share; (ii) that are not traded on a "recognized" national exchange;
(iii) whose prices are not quoted on the NASDAQ automated quotation system
(NASDAQ-listed stocks must still meet requirement (i) above); or (iv) is an
issuer with net tangible assets less than $2,000,000 (if the issuer has been in
continuous operation for at least three years) or $5,000,000 (if in continuous
operation for less than three years), or with average revenues of less than
$6,000,000 for the last three years.
There has been no "established public market" for the Company's common
stock during the past five years. At such time as the Company completes a merger
or acquisition transaction, if at all, it may attempt to qualify for listing on
either NASDAQ or a national securities exchange. However, at least initially,
any trading in its common stock will most likely be conducted in the
over-the-counter market in the "pink sheets" or the "Electronic Bulletin Board"
of the National Association of Securities Dealers, Inc. (the "NASD").
Section 15(g) of the Securities Exchange Act of 1934, as amended, and Reg.
Section 240.15g-2 of the Securities and Exchange Commission require
broker-dealers dealing in penny stocks to provide potential investors with a
document disclosing the risks of penny stocks and to obtain a manually signed
and dated written receipt of the document before effecting any transaction in a
penny stock for the investor's account. Potential investors in the Company's
common stock are urged to obtain and read such disclosure carefully before
purchasing any shares that are deemed to be "penny stock."
Moreover, Reg. Section 240.15g-9 of the Securities and Exchange Commission
requires broker-dealers in penny stocks to approve the account of any investor
for transactions in such stocks before selling any penny stock to that investor.
This procedure requires the broker-dealer to (i) obtain from the investor
information concerning his or her financial situation, investment experience and
investment objectives; (ii) reasonably determine, based on that information,
that transactions in penny stocks are suitable for the investor and that the
investor has sufficient knowledge and experience as to be reasonably capable of
evaluating the risks of penny stock transactions; (iii) provide the investor
with a written statement setting forth the basis on which the broker-dealer made
the determination in (ii) above; and (iv) receive a signed and dated copy of
such statement from the investor, confirming that it accurately reflects the
investor's financial situation, investment experience and investment objectives.
Compliance with these requirements may make it more difficult for investors in
the Company's common stock to resell their shares to third parties or to
otherwise dispose of them.
Principal Products and Services.
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The limited business operations of the Company, as now contemplated,
involve those of a "blank check" company. The only activity to be conducted by
the Company is to maintain its good standing in the State of Utah and to seek
out and investigate the acquisition of any viable business opportunity by
purchase and exchange for securities of the Company or pursuant to a
reorganization or merger through which securities of
<PAGE>
the Company will be issued or exchanged.
Distribution Methods of the Products or Services.
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Management will seek out and investigate business opportunities through
every reasonably available fashion, including personal contacts, professionals,
securities broker dealers, venture capital personnel, members of the financial
community and others who may present unsolicited proposals; the Company may also
advertise its availability as a vehicle to bring a company to the public market
through a "reverse" reorganization or merger.
Status of any Publicly Announced New Product or Service.
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None; not applicable.
Competitive Business Conditions.
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There are literally thousands of "blank check" companies engaged in
endeavors similar to those engaged in by the Company; many of these companies
have substantial current assets and cash reserves. Competitors also include
thousands of other publicly-held companies whose business operations have proven
unsuccessful, and whose only viable business opportunity is that of providing a
publicly-held vehicle through which a private entity may have access to the
public capital markets. There is no reasonable way to predict the competitive
position of the Company or any other entity in the strata of these endeavors;
however, the Company, having no assets and no cash reserves, will no doubt be at
a competitive disadvantage in competing with entities which have recently
completed IPO's, have cash resources and have limited operating histories when
compared with the history and past failures of the Company.
Sources and Availability of Raw Materials and Names of Principal Suppliers.
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None; not applicable.
Dependence on One or a Few Major Customers.
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None; not applicable.
Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements
or Labor Contracts.
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None; not applicable.
<PAGE>
Need for any Governmental Approval of Principal Products or Services.
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On the effectiveness of the Company's Registration Statement on Form 10-SB,
the Company will be subject to Regulation 14A regarding proxy solicitations
promulgated by the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended (the "1934 Act"). Section 14(a) of the 1934 Act
requires all companies with securities registered pursuant to Section 12(g)
thereof to comply with the rules and regulations of the Securities and Exchange
Commission regarding proxy solicitations outlined in Regulation 14A. Matters
submitted to stockholders of the Company at a special or annual meeting thereof
or pursuant to a written consent shall require the Company to provide its
stockholders with the information outlined in Schedules 14A or 14C of Regulation
14; preliminary copies of this information must be submitted to the Securities
and Exchange Commission at least 10 days prior to the date that definitive
copies of this information are forwarded to stockholders.
Management intends to conduct a full evaluation of the worthiness of any
business proposal presented to it; nonetheless, it believes this process may
provide additional time within which to evaluate any business proposal presented
to it, and may eliminate proposals from entities not willing to undergo the
public and agency scrutiny involved in providing and filing information required
under Regulation 14. Management recognizes that this filing process may deter
other potential business venturers by reason of their inability to predict the
timeliness of their potential acquisition, reorganization or merger due to the
uncertainty related to the time involved in reviewing Regulation 14A filings by
the Securities and Exchange Commission; however, acquisitions or reorganizations
not requiring stockholder approval may be completed by management, in its sole
discretion, with the submission by management of an Information Statement
pursuant to Regulation 14C outlining any remedial proposals attendant to any
such acquisition or reorganization, including changing the name of the Company
or increasing or decreasing the number of authorized or outstanding shares of
the Company's common stock.
Costs associated with filings required by the Company under Section 12(g)
of the 1934 Act and Regulation 14A of the Securities and Exchange Commission
will have to be advanced by management, the Company's principal stockholders or
any potential business venturer, and may further dilute the interest of the
public stockholders. In the case of a merger requiring prior stockholder
approval and the submission of financial statements of the Company and other
party or parties to the merger, legal and accounting costs will be significantly
higher, even though the adoption, ratification and the approval of any such
merger will be virtually assured if recommended by Jenson Services, Inc., the
principal stockholder of the Company.
Effect of Existing or Probable Governmental Regulations on Business.
- -------------------------------------------------------------------------------
Since the Company was initially incorporated, federal and state securities
laws, rules and regulations have made the participation in or the conducting of
an IPO substantially easier for certain small and developmental stage companies,
reducing the time constraints previously involved, the legal and accounting
costs and the financial periods required to be included in the
<PAGE>
financial statements. Rule 504 of Regulation D of the Securities and Exchange
Commission no longer requires the filing of a Registration Statement with any
state or territory as a condition to its use; however, this Rule is no longer
available to "blank check" companies. Accordingly, because the Company is
presently deemed to be a "blank check" company, this method of raising funds is
foreclosed to it. Rule 504 is also not available to "reporting issuers," which
the Company will become on the effectiveness of this Registration Statement.
The integrated disclosure system for small business issuers adopted by the
Securities and Exchange Commission in Release No. 34-30968 and effective as of
August 13, 1992, substantially modified the information and financial
requirements of a "Small Business Issuer," defined to be an issuer that has
revenues of less than $25 million; is a U.S. or Canadian issuer; is not an
investment company; and if a majority owned subsidiary, the parent is also a
small business issuer; provided, however, an entity is not a small business
issuer if it has a public float (the aggregate market value of the issuer's
outstanding securities held by non-affiliates) of $25 million or more.
A number of state securities commissions have adopted the use of Form U-7
for SCOR, which also substantially simplifies the registration process for
IPO's; Form U-7 is primarily used in connection with offerings conducted
pursuant to Rule 504 of the Securities and Exchange Commission, but is not
limited to this use. To the extent that Rule 504 and the use of SCOR are
unavailable to the Company due to its status as a "blank check" company, the use
of Form U-7 will also be unavailable in this regard.
The Securities and Exchange Commission, state securities commissions and
the North American Securities Administrators Association, Inc., ("NASAA") have
expressed an interest in adopting policies that will streamline the registration
process and make it easier for a small business issuer to have access to the
public capital markets. The present laws, rules and regulations designed to
promote availability for the small business issuer to these capital markets and
similar laws, rules and regulations that may be adopted in the future will
substantially limit the demand for "blank check" companies like the Company, and
may make the use of these companies obsolete.
Research and Development.
- ---------------------------------
None; not applicable.
Cost and Effects of Compliance with Environmental Laws.
- ---------------------------------------------------------------------
None; not applicable. However, environmental laws, rules and regulations
may have an adverse effect on any business venture viewed by the Company as an
attractive acquisition, reorganization or merger candidate, and these factors
may further limit the number of potential candidates available to the Company
for acquisition, reorganization or merger.
Number of Employees.
- --------------------
None.
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation.
- -------------------------------------------------------------------------------
Plan of Operation.
- ---------------------
The Company has not engaged in any material operations or had any revenues
from operations during the last two calendar years. The Company's plan of
operation for the next 12 months is to maintain its good standing in the State
of Utah and to continue to seek the acquisition of assets, property or business
that may benefit the Company and its stockholders. Because the Company has
virtually no resources, management anticipates that to achieve any such
acquisition, the Company will be required to issue shares of its common stock as
the sole consideration for such acquisition.
During the next 12 months, the Company's only foreseeable cash requirements
will relate to maintaining the Company in good standing or the payment of
expenses associated with reviewing or investigating any potential business
venture, which may be advanced by management or principal stockholders as loans
to the Company. Because the Company has not identified any such venture as of
the date of this Registration Statement, it is impossible to predict the amount
of any such loan. However, any such loan will not exceed $25,000 and will be on
terms no less favorable to the Company than would be available from a commercial
lender in an arms length transaction. As of the date of this Registration
Statement, the Company has not begun seeking any specific acquisition.
Because the Company is not currently making any offering of its securities,
and does not anticipate making any such offering in the foreseeable future,
management does not believe that Rule 419 promulgated by the Securities and
Exchange Commission under the Securities Act of 1933, as amended, concerning
offerings by blank check companies, will have any effect on the Company or any
activities in which it may engage in the foreseeable future.
Item 3. Description of Property.
- -------------------------------------
Other than cash in the amount of $1,214, the Company has no assets,
property or business; its principal executive office address and telephone
number are the business office address and telephone number of its consultant
and principal stockholder, Jenson Services, Inc., and are provided at no cost.
Because the Company has no business, its activities have been limited to keeping
itself in good standing in the State of Utah and, recently, with preparing this
Registration Statement and the accompanying financial statements. These
activities have consumed an insignificant amount of management's time;
accordingly, the costs to Jenson Services, Inc. of providing the use of its
office and telephone have been minimal.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
- ------------------------------------------------------------------------
<PAGE>
Security Ownership of Certain Beneficial Owners.
- ------------------------------------------------
The following table sets forth the shareholdings of those persons who own
more than five percent of the Company's common stock as of November 30, 1996:
<TABLE>
<CAPTION>
Number Percentage
Name and Address of Shares Beneficially Owned of Class
- ---------------------- ----------------------------------- --------
<S> <C> <C>
Jenson Services, Inc.* 1,739,277 87%
1787 E. Fort Union
Blvd. Suite 106
Salt Lake City, UT
84121 --------- -----
1,739,277 87%
</TABLE>
* The principal owners of Jenson Services, Inc. are; Duane S. Jenson is
President and Director, Kathleen L. Morrison is Secretary/Treasurer and
Director, Jeffrey D. Jenson is Vice President and Director.
Security Ownership of Management.
- ---------------------------------
The following table sets forth the shareholdings of the Company's directors
and executive officers as of November 30, 1996:
<TABLE>
<CAPTION>
Number Percentage
Name and Address of Shares Beneficially Owned of Class
- ---------------------- ----------------------------------- ----------
<S> <C> <C>
Kathleen L. Morrison* 0 0
1787 E. Ft. Union Blvd., #106
Salt Lake City, Utah 84121
Jason Osborne 0 0
269 E. Hill Ave #3
Salt Lake City, Utah 84107
Terry Hardman 0 0
2165 E. 7495 S.
Salt Lake City, Utah 84121
All directors and executive 0 0
officers as a group (3)
</TABLE>
* Mrs. Morrison is the only Officer and/or Director that is employed by or
affiliated with Jenson Services, the majority shareholder.
See Item 5, Part I, below, for information concerning the offices or other
capacities in which the foregoing persons serve with the Company.
<PAGE>
Changes in Control.
- -------------------
There are no present arrangements or pledges of the Company's securities
which may result in a change in control of the Company.
Item 5. Directors, Executive Officers, Promoters and Control Persons.
- ----------------------------------------------------------------------
Identification of Directors and Executive Officers.
- ---------------------------------------------------
The following table sets forth the names of all current directors and
executive officers of the Company. These persons will serve until the next
annual meeting of the stockholders (held in March of each year) or until their
successors are elected or appointed and qualified, or their prior resignation or
termination.
<TABLE>
<CAPTION>
Date of Date of
Positions Election or Termination
Name Held Designation or Resignation
- ------- ------ ---- --------------- ------------------
<S> <C> <C> <C>
Kathleen L. Morrison President July 1, 1995 *
Director
Jason Reed Osborne Vice President August 14, 1995 *
Director
Terry Hardman Secretary/ August 14, 1995 *
Treasurer
Director
</TABLE>
* These persons presently serve in the capacities indicated.
<PAGE>
Business Experience.
- --------------------
Kathleen L. Morrison, Director and President. Mrs. Morrison is 40 years
old. For the past four years, she has been the office manager for two persons,
one of which is Jenson Services, which is a consultant to and the majority
stockholder of the Company. For seven years, she was the editor of "Super
Group," a vertical market computer magazine targeting HP3000 users. Ms. Morrison
received a B.A. degree from Colorado State University in 1978.
Jason R. Osborne, Director and Vice President. Mr. Osborne is 25 years old.
For the past two and a half years, he has been a media assistant for Evans
Group. He has also served as a media buyer and media planner for Evans Group, an
advertising firm based in Salt Lake City, Utah. Mr. Osborne received a B.S. from
Utah State University in 1994.
Terry Hardman, Director and Secretary/Treasurer. Ms. Hardman is 44 years
old. For the past five years, she has been the Director for IHC Neonatal
LifeFlight, an emergency helicopter transport service specializing in infants.
Ms. Hardman received a B.S. from the College of Nursing at the University of
Utah in 1976.
Significant Employees.
- --------------------------
The Company has no employees who are not executive officers, but who are
expected to make a significant contribution to the Company's business.
Family Relationships.
- ---------------------
There are no family relationships between any directors or executive
officers of the Company, either by blood or by marriage.
Involvement in Certain Legal Proceedings.
- -----------------------------------------
During the past five years, no present or former director, executive
officer or person nominated to become a director or an executive officer of the
Company:
(1) was a general partner or executive officer of any business against
which any bankruptcy petition was filed, either at the time of the bankruptcy or
two years prior to that time;
<PAGE>
(2) was convicted in a criminal proceeding or named subject to a pending
criminal proceeding (excluding traffic violations and other minor offenses);
(3) was subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise limiting
his involvement in any type of business, securities or banking activities; or
(4) was found by a court of competent jurisdiction (in a civil action), the
Securities and Exchange Commission or the Commodity Futures Trading Commission
to have violated a federal or state securities or commodities law, and the
judgment has not been reversed, suspended or vacated.
Item 6. Executive Compensation.
- ---------------------------------------
The following table sets forth the aggregate compensation paid by the
Company for services rendered during the periods indicated:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Long Term Compensation
Annual Compensation Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Name and Years or Other Restricted Option/ LTIP All
Principal Periods $ $ Annual Stock SAR's Payouts Other
Position Ended Salary Bonus Compen- Awards ($) (#) ($) Compensa-
1994, ation($) tion ($)
1995 &
1996
Kathleen Morrison 0 0 0 0 0 0 0 0
President,
Director
Jason Osborne 0 0 0 0 0 0 0 0
Vice Pres.,
Director
Terry Hardman 0 0 0 0 0 0 0 0
Sec./Treas.,
Director
</TABLE>
<PAGE>
No cash compensation, deferred compensation or long-term incentive plan
awards were issued or granted to the Company's management during the calendar
years ended December 31, 1995, or 1994, or the period ending on the date of this
Registration Statement. Further, no member of the Company's management has been
granted any option or stock appreciation right; accordingly, no tables relating
to such items have been included within this Item.
Compensation of Directors.
- --------------------------
There are no standard arrangements pursuant to which the Company's
directors are compensated for any services provided as director. No additional
amounts are payable to the Company's directors for committee participation or
special assignments.
There are no arrangements pursuant to which any of the Company's directors
was compensated during the Company's last completed calendar year for any
service provided as director.
Employment Contracts and Termination of Employment and Change-in-Control
Arrangements.
- --------------------------------------------------------------------------------
There are no employment contracts, compensatory plans or arrangements,
including payments to be received from the Company, with respect to any director
or executive officer of the Company which would in any way result in payments to
any such person because of his or her resignation, retirement or other
termination of employment with the Company or its subsidiaries, any change in
control of the Company, or a change in the person's responsibilities following a
change in control of the Company.
Item 7. Certain Relationships and Related Transactions.
- --------------------------------------------------------
Transactions with Management and Others.
- ----------------------------------------
There have been no material transactions, series of similar transactions,
currently proposed transactions, or series of similar transactions, to which the
Company or any of its subsidiaries was or is to be a party, in which the amount
involved exceeded $60,000 and in which any director or executive officer, or any
security holder who is known to the Company to own of record or beneficially
more than five percent of the Company's common stock, or any member of the
immediate family of any of the foregoing persons, had a material interest.
However, see Part I, Item I of this Registration Statement.
<PAGE>
Certain Business Relationships.
- -------------------------------
There have been no material transactions, series of similar transactions,
currently proposed transactions, or series of similar transactions, to which the
Company or any of its subsidiaries was or is to be a party, in which the amount
involved exceeded $60,000 and in which any director or executive officer, or any
security holder who is known to the Company to own of record or beneficially
more than five percent of the Company's common stock, or any member of the
immediate family of any of the foregoing persons, had a material interest.
However, see Part I, Item 1 of this Registration Statement.
Indebtedness of Management.
- ---------------------------
There have been no material transactions, series of similar transactions,
currently proposed transactions, or series of similar transactions, to which the
Company or any of its subsidiaries was or is to be a party, in which the amount
involved exceeded $60,000 and in which any director or executive officer, or any
security holder who is known to the Company to own of record or beneficially
more than five percent of the Company's common stock, or any member of the
immediate family of any of the foregoing persons, had a material interest.
However, see Part I, Item 1 of this Registration Statement.
Parents of the Issuer.
- ----------------------
Jenson Services, Inc., the principal stockholder, may be deemed to be a
parent of the Company. See Part I, Item 1 of this Registration Statement.
Transactions with Promoters.
- ----------------------------
There have been no material transactions, series of similar transactions,
currently proposed transactions, or series of similar transactions, to which the
Company or any of its subsidiaries was or is to be a party, in which the amount
involved exceeded $60,000 and in which any promoter or founder, or any member of
the immediate family of any of the foregoing persons, had a material interest.
However, on, September 18, 1996, the Board of Directors of the Company resolved
to issue 1,650,000 post-split "unregistered" and "restricted" shares of common
stock to Jenson Services, Inc., who is a consultant to the Company, in
consideration of the sum of $10,000. See Part I, Item 1 and Part II, Item 4 of
this Registration Statement. There is no consulting agreement between the issuer
and Jenson Services, Inc. and neither management nor Jenson Services anticipates
entering into such an agreement because Jenson Services is the majority
shareholder.
Item 8. Description of Securities.
- -----------------------------------
The Company has only one class of securities authorized, issued or
outstanding, that being
<PAGE>
capital stock of the Company consisting of 50,000,000 authorized shares of
one mill ($0.001) par value common stock, of which a total of 2,000,012
post-split shares are presently issued and outstanding. The holders of the
Company's common stock are entitled to one vote per share on each matter
submitted to a vote at a meeting of stockholders. The shares of common stock do
not carry cumulative voting rights in the election of directors.
Stockholders of the Company have no pre-emptive rights to acquire
additional shares of common stock or other securities. The common stock is not
subject to redemption rights and carries no subscription or conversion rights.
In the event of liquidation of the Company, the shares of common stock are
entitled to share equally in corporate assets after satisfaction of all
liabilities. All shares of the common stock now outstanding are fully paid and
non-assessable.
There are no outstanding options, warrants or calls to purchase any of the
authorized securities of the Company.
There is no provision in the Company's Articles of Incorporation, as
amended, or Bylaws, as amended, that would delay, defer, or prevent a change in
control of the Company.
PART II
Item 1. Market Price of and Dividends on the Company's Common Equity and
Other Stockholder Matters.
- -------------------------------------------
Market Information.
- -----------------------
The Company's common stock is currently listed in the "pink sheets" of the
NQB and the OTC Bulletin Board of the NASD under the symbol "SEUS". However,
there has been no "established trading market" for shares of the Company's
common stock during the past five years and management does not expect any such
market to develop unless and until the Company completes an acquisition or
merger. In any event, no assurance can be given that any "established trading
market" for the Company's common stock will develop or be maintained. If such a
market ever develops in the future, the sale of "unregistered" and "restricted"
shares of common stock pursuant to Rule 144 of the Securities and Exchange
Commission by Jenson Services, Inc. may have a substantial adverse impact on any
such public market. See the caption "Business" of Part I, Item 1 of this
Registration Statement.
There has been no trading of the shares of common stock of the Company
within the last calendar year.
No price data is available for the calendar year ended December 31, 1994 or
the first three quarters of 1996.
<PAGE>
There are no outstanding options, warrants or calls to purchase any of the
authorized securities of the Company.
Future sales of any of these securities or any securities of the Company
issued in any acquisition, reorganization or merger may have a future adverse
effect on any "public market" that may develop in the common stock of the
Company. See Part I, Item 1 of this Registration Statement.
Holders.
- --------
The number of record holders of the Company's common stock as of the date
of this Registration Statement is approximately 128.
Dividends.
- ----------
The Company has not declared any cash dividends with respect to its common
stock or its previously authorized preferred stock, and does not intend to
declare dividends in the foreseeable future. The future dividend policy of the
Company cannot be ascertained with any certainty, and if and until the Company
completes any acquisition, reorganization or merger, no such policy will be
formulated. There are no material restrictions limiting, or that are likely to
limit, the Company's ability to pay dividends on its common stock.
Item 2. Legal Proceedings.
- ---------------------------
The Company is not a party to any pending legal proceeding. No federal,
state or local governmental agency is presently contemplating any proceeding
against the Company. No director, executive officer or affiliate of the Company
or owner of record or beneficially of more than five percent of the Company's
common stock is a party adverse to the Company or has a material interest
adverse to the Company in any proceeding.
<PAGE>
Item 3. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
- -----------------------------------
Not Applicable; The Company's relationship with Mantyla, McReynolds &
Associates, Certified Public Accountants, of Salt Lake City, Utah, has not
changed.
Item 4. Recent Sales of Unregistered Securities.
- -------------------------------------------------
On September 18, 1996, the Company's Board of Directors unanimously
voted to issue 1,650,000 "unregistered" and "restricted" shares of common
stock to Jenson Services, Inc. in consideration of the sum of $10,000.
These shares are fully-paid and were issued to Jenson Services, Inc. on or
about September 18, 1996. See Part I, Item 1 of this Registration
Statement.
Management believes that Jenson Services, Inc. is an "accredited
investor" as that term is defined under applicable federal and state
securities laws, rules and regulations. Further, Jenson Services, Inc. is a
consultant to the Company and had access to all material information
regarding the Company prior to the offer or sale of these securities. The
offers and sales of these securities are believed to have been exempt from
the registration requirements of Section 5 of the Securities
<PAGE>
Act of 1933 pursuant to Section 4(2) thereof, and from similar states'
securities laws, rules and regulations requiring the offer and sale of
securities by available state exemptions from such registration.
Item 5. Indemnification of Directors and Officers.
- ----------------------------------------------------------
Section 16-10a-902(1) of the Utah Revised Business Corporation Act
authorizes a Utah corporation to indemnify any director against liability
incurred in any proceeding if he or she acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his or her conduct was unlawful.
Section 16-10a-902(4) prohibits a Utah corporation from indemnifying a
director in a proceeding by or in the right of the corporation in which the
director was adjudged liable to the corporation or in a proceeding in which
the director was adjudged liable on the basis that he or she improperly
received a personal benefit. Otherwise, Section 16-10a-902(5) allows
indemnification for reasonable expenses incurred in connection with a
proceeding by or in the right of a corporation.
Unless limited by the Articles of Incorporation, Section 16-10a-905
authorizes a director to apply for indemnification to the court conducting
the proceeding or another court of competent jurisdiction. Section
16-10a-907(1) extends this right to officers of a corporation as well.
Unless limited by the Articles of Incorporation, Section 16-10a-903
requires that a corporation indemnify a director who was successful, on the
merits or otherwise, in defending any proceeding to which he or she was a
party against reasonable expenses incurred in connection therewith. Section
16-10a-907(1) extends this protection to officers of a corporation as well.
Pursuant to Section 16-10a-904(1), the corporation may advance a
director's expenses incurred in defending any proceeding upon receipt of an
undertaking and a written affirmation of his or her good faith belief that
he or she has met the standard of conduct specified in Section 16-10a-902.
Unless limited by the Articles of Incorporation, Section 16- 10a-907(2)
extends this protection to officers, employees, fiduciaries and agents of a
corporation as well.
Regardless of whether a director, officer, employee, fiduciary or
agent has the right to indemnity under the Utah Revised Business
Corporation Act, Section 16-10a-908 allows the corporation to purchase and
maintain insurance on his or her behalf against liability resulting from
his or her corporate role.
Article VIII of the Company's Articles of Incorporation provides for
the mandatory indemnification and reimbursement of any director or
executive officer for actions or omissions in such capacity, except for
claims or liabilities arising out of his or her own negligence or willful
misconduct.
<PAGE>
PART F/S
Index to Financial Statements
Report of Certified Public Accountants
Financial Statements
- --------------------
(i) Audited Financial Statements
December 31, 1995 and 1994
--------------------------
Balance Sheet, December 31, 1995 and 1994
Statements of Stockholders' Equity for the Period from Reactivation
[December 31, 1994] through December 31, 1995.
Statements of Operations for the Years ended December 31, 1994 and 1995,
and for the Period from Reactivation [Decdember 31, 1994] through
December 31, 1995.
Statements of Cash Flows for the Years ended December 31, 1994 and 1995,
and for the Period from Reactivation [December 31, 1994] through
December 31, 1995.
Notes to Financial Statements
(ii) Unaudited Financial Statements
September 30, 1996
-----------------
Balance Sheet, September 30, 1996
Statements of Operations
for the nine months ended September 30, 1996
Statements of Cash Flows for the
nine months ended September 30, 1996
<PAGE>
PART III
Item 1. Index to Exhibits.
- -------------------------------
The following exhibits are filed as a part of this Registration Statement:
<TABLE>
<CAPTION>
Exhibit
Number Description*
- ------ ---------------
<S> <C>
3.1 Articles of Incorporation**
3.2(i) Articles of Amendment to Articles of
Incorporation, filed on July 16, 1985**
3.2(ii) Articles of Amendment to Articles of
Incorporation, filed on October 5, 1995**
3.3 Bylaws, dated May 15, 1996**
3.3(i) Amendment to Bylaws, dated October 11, 1996**
99 Offering Circular**
</TABLE>
* Summaries of all exhibits contained within this Registration Statement
are modified in their entirety by reference to these Exhibits.
**These documents and related exhibits have previously ben filed with the
Securities and Exchange Commission and are incorporated herein by this reference
to the Registration Statement on Form 10-SB and post-effective amendment to
Registratino Statement on Form 10-SB-A1
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
Registrant has caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized.
SEAFOODS PLUS, LTD.
Date: 6/24/97 By /S/ KATHLEEN L. MORRISON
------------------------------------------------
Kathleen Morrison, Director and President
Date: 6/24/97 By /S/ JASON REED OSBORNE
------------------------------------------------
Jason Reed Osborne, Director and Vice President
Date: 6/24/97 By /S/ TERRY HARDMAN
------------------------------------------------
Terry Hardman, Director and Secretary/Treasurer
<PAGE>
SEAFOODS PLUS, LTD.
[A Development Stage Company]
Independent Auditors' Report
and
Financial Statements
December 31, 1995 and 1994
<PAGE>
SEAFOODS PLUS, LTD.
[A Development Stage Company]
Table of Contents
Page
Independent Auditors' Report 1
Balance Sheets - December 31, 1995 and 1994 2
Statement of Stockholders' Equity for the Period from
Reactivation [December 31, 1994] through December 31, 1995 3-4
Statements of Operations for the Years Ended December 31, 1994
and December 31,1995, and for the Period from Reactivation
[December 31, 1994] through December 31, 1995 5
Statements of Cash Flows for the Years Ended December 31, 1994
and December 31, 1995, and for the Period from Reactivation
[December 31, 1994] through December 31, 1995 6
Notes to Financial Statements 7-8
<PAGE>
MANTYLA, McREYNOLDS & ASSOCIATES
A Professional Corporation
Board of Directors and Stockholders
Seafoods Plus, LTD.
Salt Lake City, Utah
We have audited the accompanying balance sheets of Seafoods Plus, LTD. [a
development stage, Utah corporation] as of December 31, 1995 and December 31,
1994, and the related statements of stockholders' equity, operations, and cash
flows for the years ended December 31, 1995 and December 31, 1994 and for the
period from reactivation [December 31, 1994] through December 31, 1995. These
financial statements are the responsibility of the Company's management.
We conducted our audit in accordance with generally accepted auditing
standards. 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 referred to above present fairly,
in all material respects, the financial position of Seafoods Plus, LTD. as of
December 31, 1995, and December 31, 1994, and the results of its operations and
its cash flows for the years ended December 31, 1995 and December 31, 1994 in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that
Seafoods Plus, LTD. will continue as a going concern. As discussed in note D to
the financial statements, the Company has accumulated losses from inception
totaling $38,607 and presently has no prospects for commencing operations or
generating revenue. These issues raise substantial doubt about its ability to
continue as a going concern. Management's plans in regard to these matters are
also described in note D. The financial statements do not include any adjustment
that might result from the outcome of this uncertainty.
/s/ MANTYLA, McREYNOLDS & ASSOCIATES
January 25, 1996
Salt Lake City, Utah
<PAGE>
<TABLE>
<CAPTION>
SEAFOODS PLUS, LTD.
A Development Stage Company]
Balance Sheets
December 31, 1995 and 1994
1995 1994
<S> <C> <C> <C> <C> <C>
ASSETS
Cash - note B $ 1,221 -0-
----------------------------
TOTAL ASSETS $ 1,221 -0-
============================
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Accounts payable $ 401 -0-
Income taxes payable - notes A & C 100 703
----------------------------
TOTAL LIABILITIES 501 703
STOCKHOLDERS' EQUITY
Capital stock - 50,000,000 shares authorized at $0.001 par;
2,000,012 post-split shares issued and outstanding at
12/31/95; 5,658,250 pre-split shares issued and
outstanding at 12/31/94 - note E 2,000 5,658
Additional paid-in capital 37,327 23,669
Deficit accumulated during development stage (38,607) 30,030
----------------------------
TOTAL STOCKHOLDER'S EQUITY 720 (703)
----------------------------
TOTAL LIABILITIES AND STOCKHOLDERS'EQUITY $ 1,221 -0-
============================
See accompanying notes to financial statements
2
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SEAFOODS PLUS, LTD.
[A Development Stage Company]
Statement of Stockholders' Equity
For the Period from Inception [August 11, 1983] through December 31, 1995
Deficit
Accumulated
Additional During Total
Number of Common Paid-in Development Stockholders'
Shares Stock Capital Stage Equity
<S> <C> <C> <C> <C> <C>
Balance, August 11, 1983 -0- -0- -0- -0- -0-
Issued 1,275,000 shares to
officers and directors for cash 1,275,000 1,275 1,725 3,000
Issued 3,000,000 shares through
a public offering 3,000,000 3,000 27,000 30,000
Public offering costs (4,173) (4,173)
Net loss for the period from
inception [08/11/83] through
May 31, 1985 (328) (328)
Additional contributed capital 500 500
Net loss for the period from June
1, 1985 through December 3 1,
1985 (28,225) (28,225)
Issued 1,383,250 shares in a
failed effort to obtain financing 1,383,250 1,383 (1,383) 0
-------------------------------------------------------------------------
Balance, December 31, 1985 5,658,250 $ 5,658 23,669 (28,553) $ 774
Net loss for the year ended
December 31, 1986 (267) (267)
-------------------------------------------------------------------------
Balance, December 31, 1986 5,658,250 $ 5,658 23,669 (28,820) 507
Net loss for the year ended
December 31, 1987 (181) (181)
-------------------------------------------------------------------------
Balance, December 31, 1987 5,658,250 $ 5,658 23,669 (29,001) 326
Net loss for the year ended
December 31, 1988 (166) (166)
-------------------------------------------------------------------------
Balance, December 31, 1988 5,658,250 $ 05,658 23,669 (29,167) 160
See accompanying notes to financial statements
3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SEAFOODS PLUS, LTD.
[A Development Stage Company]
Statement of Stockholders' Equity
For the Period from Inception [August 11, 1983] through December 31, 1995
Deficit
Accumulated
Additional During Total
Number of Common Paid-in Development Stockholders'
Shares Stock Capital Stage Equity
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1988 5,658,250 $5,658.00 $23,669.00 (29,167) 160
Net loss for the year ended
December 31, 1989 (863) (863)
-------------------------------------------------------------------------
Balance, December 31, 1989 5,658,250 $5,658.00 $23,669.00 (30,030) (703)
Net loss for the year ended
December 31, 1990 -0- -0-
-------------------------------------------------------------------------
Balance, December 31, 1990 5,658,250 $5,658.00 $23,669.00 (30,030) (703)
Net loss for the year ended
December 31, 1991 -0- -0-
-------------------------------------------------------------------------
Balance, December 31, 1991 5,658,250 $5,658.00 $23,669.00 (30,030) (703)
Net loss for the year ended
December 31, 1992 -0- -0-
-------------------------------------------------------------------------
Balance, December 31, 1992 5,658,250 $5,658.00 $23,669.00 (30,030) (703)
Net loss for the year ended
December 31, 1993 0 0
-------------------------------------------------------------------------
Balance, December 31, 1993 5,658,250 $5,658.00 $23,669.00 (30,030) (703)
Net loss for the year ended
December 31, 1994 0 0
-------------------------------------------------------------------------
Balance, December 31, 1994 5,658,250 $5,658.00 $23,669.00 (30,030) (703)
Reverse split of common shares
on a 1 for 16.17 shares basis (5,308,238) (5,308) 5,308 0
Issued 1,650,000 shares for cash 1,650,000 1,650 8,350 10,000
Net loss for the year ended
December 31, 1995 (8,577) 8,577)
Balance, December 31, 1995 2,000,012 $2,000.00 $37,327.0$ (38,607) 720
=========================================================================
</TABLE>
See accompanying notes to financial statements
4
<PAGE>
<TABLE>
<CAPTION>
SEAFOODS PLUS, LTD.
[A Development Stage Company]
Statements of Operations
For the Years Ended December 31, 1995 and 1994, and for the
Period from Inception [August 11, 19831 through December 31, 1995
For the Period
For the Year Ended For the Year Ended From Inception to
December 31, 1994 December 31, 1995 December 31, 1995
--------------------------------------------------------------------------------------
<S> <C> <C> <C>
Revenues $ - 0 0
Expenses $ - 8,477 37,804
------------- ----------- -----------------
Loss Before Income Tax $ - (8,477) (37,804)
Income taxes- notes A & C $ - 100 803
------------- ----------- -----------------
Net Loss $ - (8,577) (38,607)
============= =========== =================
Net Loss Per Share $ - $ - $ -
============= =========== =================
</TABLE>
See accompanying notes to financial statements
5
<PAGE>
<TABLE>
<CAPTION>
SEAFOODS PLUS, LTD.
[A Development Stage Company]
Statements of Cash Flows
For the Years Ended December 31, 1995 and 1994, and for the
Period from Inception [August 11, 1983] through December 31, 1995
For the Year Ended For the Year Ended from Inception to
December 31, 1994 December 31, 1995 December 31, 1995
<S> <C> <C> <C> <C>
Cash Flows From Operating- Activities
Net Loss $ - $ (8,577) $ (38,607)
Adjustments to reconcile net income to net cash provided by
operating activities:
Increase/(decrease) in:
Accounts payable 0 401 401
Income taxes payable 0 (603) 100
--------------- ------------- -----------------
Net Cash Used For Operating Activities 0 (8779) (38,106)
--------------- ------------- -----------------
Cash Flows From Financing Activities
Issuance of common stock 0 10,000 39,327
--------------- ------------- -----------------
Net Cash Provided By Financing Activities 0 10,000 39,327
--------------- ------------- -----------------
Net Increase in Cash 0 1,221 1,221
-----------------
Beginning Cash Balance 0 0 0
--------------- ------------- -----------------
Ending Cash Balance $ - $ 1,221 $ 1,221
=============== ============= =================
Supplemental Disclosure of Cash Flow Information:
Cash paid for the period for interest $ - $ - $ 708
Cash paid for the period for income taxes $ - $ 790 $ 790
</TABLE>
See accompanying notes to financial statements
6
<PAGE>
SEAFOODS PLUS, LTD.
Notes to Financial Statements
December 31, 1995
NOTE A Summary of Significant Accounting Policies
Company Background
The Company originally incorporated under the laws of the State
of Utah on August 11, 1983 using the name Communitra Energy,
Inc., with a stated principal business activity of investing in
oil, gas and mineral leases, and/or products. By agreement of the
shareholders of the Company on July 16, 1985, the name of the
Company officially changed to Seafoods Plus, LTD. and expanded
the purpose of the Company to include the processing and canning
of seafoods.
Seafoods Plus, LTD., a development stage company, has yet to
commence its planned principal operations and has been in an
essentially dormant status for the last eight years.
<PAGE>
Income Taxes
In February 1992, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standard (SFAS) No. 109,
"Accounting For Income Taxes," which is effective for fiscal
years beginning after December 15, 1992. SFAS No. 109 requires
the asset and liability method of accounting for income taxes.
The asset and liability method requires that the current or
deferred tax consequences of all events recognized in the
financial statements are measured by applying the provisions of
enacted tax laws to determine the amount of taxes payable or
refundable currently or in future years. The Company adopted SFAS
No. 109 for financial reporting purposes in 1993. See note C
below.
NOTE B Cash
Cash is comprised of cash on deposit in the trust account of the
corporate attorney.
NOTE C Change in Accounting Principle -- Accounting for Income
Taxes
During 1993, the Company adopted Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes." The
cumulative effect of this change in accounting for income taxes
as of January 1, 1993 is $0, due to operating losses carried
forward from prior years and unlikely nature of future earnings.
For the years ended December 31, 1993, 1994 and 1995, the Company
had no significant income tax expenses due to operating losses
during those periods. Any deferred tax benefit arising from the
operating losses carried forward would be offset entirely by a
valuation allowance since it is not likely that the Company will
be sufficiently profitable in the future to take advantage of the
losses carried forward. The Company has no timing differences.
The amount shown on the balance sheet for income taxes payable
represents the annual minimum amount due to the State of Utah.
7
<PAGE>
<TABLE>
<CAPTION>
SEAFOODS PLUS, LTD.
BALANCE SHEETS
September 30, 1996 and December 31, 1995
09/30/96 12/31/95
-------------- -------------
[Unaudited]
<S> <C> <C> <C> <C>
ASSETS
Assets
Cash - note B $ 1,214 $ 1,221
-------------- -------------
TOTAL ASSETS $ 1,214 $ 1,221
============== =============
LIABILITIES & EQUITY
LIABILITIES
Current Liabilities
Accounts Payable $ 401 $ 401
Loans from stockholders - note E 3,155 0
Income taxes payable 100 100
-------------- -------------
Total Current Liabilities 3,656 501
-------------- -------------
TOTAL LIABILITIES 3,656 501
EQUITY
Capital Stock - 50,000,000 shares authorized at $0.001 par;
2,000,012 post-split shares issued
and outstanding at 12/31/94 - note E 2,000 2,000
Paid-in Capital 37,327 37,327
Accumulated Deficit (41,769) (38,607)
-------------- -------------
TOTAL EQUITY (2,442) 720
-------------- -------------
TOTAL LIABILITIES & EQUITY $ 1,214 $ 1,221
============== =============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SEAFOODS PLUS, LTD.
STATEMENTS OF CASH FLOWS
For the Nine-Month Period Ended September 30, 1996 and September 30, 1995
Nine Months Nine Months
Ended Ended
09/30/96 09/30/95
------------- -------------
[Unaudited] [Unaudited]
<S> <C> <C> <C> <C>
Cash Flows Used For Operating Activities
- ---------------------------------------------------------------
Net Loss $ (3,163) $ (8,249)
Adjustments to reconcile net loss to net cash
used in operating activities: 0 0
Increase/(Decrease) in franchise taxes payable 0 0
------------- -------------
Net Cash Used For Operating Activities (3,163) 0
Cash Flows Provided by Financing Activities
- ---------------------------------------------------------------
Loans from stockholders 3,156 0
------------- -------------
Net Cash Provided by Financing Activities 3,156 0
Net Increase/(Loss) In Cash (7) (8,429)
Beginning Cash Balance 1,221 10,000
------------- -------------
Ending Cash Balance $ 1,214 $ 1,571
============= =============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SEAFOODS PLUS, LTD.
STATEMENTS OF OPERATIONS
For the Three-Month and Nine-Month Periods Ended September 30, 1996 and September 30, 1995
Three Months Three Months Nine Months Nine Months
Ended Ended Ended Ended
09/30/96 09/30/95 09/30/96 09/30/95
------------- ------------- -------------- --------------
[Unaudited] [Unaudited] [Unaudited] [Unaudited]
<S> <C> <C> <C> <C> <C> <C> <C> <C>
REVENUE
Income $ 0 $ 0 $ 0 $ 0
------------- ------------- -------------- --------------
NET REVENUE 0 0 0 0
OPERATING EXPENSES
Office Expenses 15 929 1,089 929
Professional Fees 968 7,500 2,074 7,500
------------- ------------- -------------- --------------
TOTAL OPERATING EXPENSES 941 8,429 3,163 8,429
------------- ------------- -------------- --------------
NET INCOME/(LOSS) $ (941) $ (8,429) $ (3,163)$ (8,249)
============= ============= ============== ==============
NET LOSS PER SHARE $ (0.01) $ (0.01) $ (0.01)$ (0.01)
============= ============= ============== ==============
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING 2,000,012 5,658,250 2,000,012 5,658,250
============= ============= ============== ==============
</TABLE>
<PAGE>
SEAFOODS PLUS, LTD.
Notes to Financial Statements
September 30, 1996
NOTE A Summary of Significant Accounting Policies
Company Background
The Company originally incorporated under the laws of the State
of Utah on August 11, 1983 using the name Communitra Energy, Inc., with
a stated principal business activity of investing in oil, gas and
mineral leases, and/or products. By agreement of the shareholders of the
Company on July 16, 1985, the name of the Company officially changed to
Seafoods Plus, LTD. and expanded the purpose of the Company to include
the processing and canning of seafoods.
Seafoods Plus, LTD., a development stage company, has yet to commence
its planned principal operations and has been in an essentially dormant
status for the last eight years.
Income Taxes
In February 1992, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standard (SFAS) No. 109,
"Accounting For Income Taxes," which is effective for fiscal years
beginning after December 15, 1992. SFAS No. 109 requires the asset and
liability method of accounting for income taxes. The asset and liability
method requires that the current or deferred tax consequences of all
events recognized in the financial statements are measured by applying
the provisions of enacted tax laws to determine the amount of taxes
payable or refundable currently or in future years. The Company adopted
SFAS No. 109 for financial reporting purposes in 1993. See note C below.
NOTE B Cash is comprised of cash on deposit in the trust account of
the corporate attorney.
<PAGE>
NOTE C Change in Accounting Principle -- Accounting for Income
Taxes
During 1993, the Company adopted Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes." The
cumulative effect of this change in accounting for income taxes
as of January 1, 1993 is $0, due to operating losses carried
forward from prior years and unlikely nature of future earnings.
For the years ended December 31, 1993, 1994 and 1995, the Company
had no significant income tax expenses due to operating losses
during those periods. Any deferred tax benefit arising from the
operating losses carried forward would be offset entirely by a
valuation allowance since it is not likely that the Company will
be sufficiently profitable in the future to take advantage of the
losses carried forward. The Company has no timing differences.
The amount shown on the balance sheet for income taxes payable
represents the annual minimum amount due to the State of Utah.
NOTE D Liquidity
The Company has accumulated losses from inception totaling
$41,769 at September 30, 1996. Financing for the Company's
limited activities to date has been primarily provided by
borrowing from shareholders and the issuance of common stock. The
Company's ability to achieve a level of profitable operations
and/or additional financing impacts the Company's ability to
continue as it is presently organized. Management is currently
seeking a well-capitalized merger candidate in order to commence
its operations.
NOTE E Loans from Stockholders
The Company has received unsecured advances from a shareholder in
order to maintain its limited operations. These non-interest
bearing advances are due upon demand.
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001024022
<NAME> SEAFOODS PLUS, LTD.
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C> <C>
<PERIOD-TYPE> 9-MOS YEAR
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1995
<PERIOD-START> JAN-01-1996 JAN-01-1995
<PERIOD-END> SEP-30-1996 DEC-31-1995
<EXCHANGE-RATE> 1 1
<CASH> 1,214 1,221
<SECURITIES> 0 0
<RECEIVABLES> 0 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 1,214 1,221
<PP&E> 0 0
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 1,214 1,214
<CURRENT-LIABILITIES> 3,656 501
<BONDS> 0 0
0 0
0 0
<COMMON> 2,000 2,000
<OTHER-SE> 0 0
<TOTAL-LIABILITY-AND-EQUITY> 1,221 1,221
<SALES> 0 0
<TOTAL-REVENUES> 0 0
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> 0 0
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 0 0
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (3,163) (8,577)
<EPS-PRIMARY> (0.01) (0.01)
<EPS-DILUTED> (0.01) (0.01)
</TABLE>
