AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 25, 1998
REGISTRATION NO. 333-60491
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
AMENDMENT NO. 3 TO
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VENTURI TECHNOLOGIES, INC.
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
NEVADA 7217 86-0853635
(State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or Organization) Classification Code Number) Identification
No.)
1327 NORTH STATE
OREM, UTAH 84057
(801) 235-9552
(ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES)
MR. GAYLORD KARREN
Chairman and Chief Executive Officer
1327 North State
Orem, Utah 84057
(801) 235-9552
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
COPIES TO:
Robert K. Rogers, Esq. Randy K. Johnson, Esq.
Meyer, Hendricks, Bivens & Moyes, P.A. Mackey Price & Williams
3003 North Central Avenue, Suite 1200 170 South Main Street, Suite 900
Phoenix, AZ 85012-2915 Salt Lake City, UT 84101-1655
(602)604-2200 (801) 575-5000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after the effective date of this Registration
Statement.
CALCULATION OF REGISTRATION FEE
TITLE OF EACH CLASS AMOUNT TO BE PROPOSED MAXIMUM PROPOSED REGISTRATION
OF SECURITIES TO REGISTERED OFFERING PRICE AGGREGATE FEE
BE REGISTERED PER SHARE OFFERING
Common Stock 750,000 $2.00 $1,500,000.00 $2,243.48
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 of Regulation C promulgated under the Securities Act
of 1933.
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VENTURI TECHNOLOGIES, INC.
CROSS REFERENCE SHEET
ITEM NUMBER AND CAPTION PROSPECTUS HEADING
1. Front of Registration Statement and Forepart of
Registration Statement and Outside Front
Cover of Prospectus Prospectus Cover Page
2. Inside Front and Outside Back Cover Pages Inside Front and Outside
Back Cover Pages of Prospectus
3. Summary Information and Risk Factors Prospectus Summary
and Risk Factors
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Price Determination of Offering Price
Distribution
6. Dilution Dilution
7. Selling Security Holders Not Applicable
8. Plan of Distribution Plan of Distribution
9. Legal Proceedings Legal Proceedings
10. Directors, Executive Officers, Promoters
and Control Persons Management and Principal
Stockholders
11. Security Ownership of Certain Beneficial
Owners and Management Management and Principal
Stockholders
12. Description of Securities to be Registered Description of Securities
13. Interest of Named Experts and Counsel Not Applicable
14. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities Not Applicable
15. Organization Within Last Five Years Venturi's Business
16. Description of Business Venturi's Business
17. Management's Discussion and Analysis Management's Discussion
and Analysis
18. Description of Property Venturi's Business
19. Certain Relationships and Related Certain Relationships and
Transactions Related Transactions
20. Market for Common Stock Shares Eligible for Future
Sale
21. Executive Compensation Executive Compensation
22. Financial Statements Financial Statements
23. Changes In and Disagreements With
Accountants on Accounting and Financial
Disclosure Not Applicable
INFORMATION IN THIS PROSPECTUS MAY BE CHANGED OR AMENDED. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY
NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE
REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY
NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN
WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO
REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
STATE.
SUBJECT TO COMPLETION
DATED NOVEMBER 25, 1998
<PAGE>
750,000 SHARES OF COMMON STOCK
VENTURI TECHNOLOGIES, INC.
a corporation providing carpet cleaning and flood restoration
services using proprietary technology
Logo/registered mark/picture
750,00 shares of Common Stock, par value .001 per share, of Venturi
Technologies, Inc. (the "Common Stock"), are being offered by Venturi
Technologies, Inc. to the public. See "Description of Securities."
Proceeds from the sale of Common Stock to the public will be used to
pay the expenses of this offering and to provide working capital for Venturi.
The shares are being offered on a best efforts, no minimum, basis
by Venturi's officers and directors (who will not be paid for such
services). No assurance can be given that all Common Stock offered
hereby will be sold. Persons who wish to purchase Common Stock in
this offering must submit a check for the required payment to
Venturi. See "Plan of Distribution."
The Common Stock is quoted on the NASDAQ OTC Bulletin Board under
the trading symbol "VTIX". On November 23, 1998, the last sale
price per share of the Common Stock as reported on the Bulletin
Board was $1.875. See "Price Range for Common Stock." The public
offering price is based upon the quoted price of the Common Stock
as of a date not more than five (5) days prior to commencement of
this offering.
There has not been an active market for the Common Stock prior to
this offering, and there can be no assurance that an active market
will develop by reason of this offering. See "Risk Factors."
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK AND
IMMEDIATE SUBSTANTIAL DILUTION FROM THE OFFERING PRICE. SEE "RISK
FACTORS" AND "DILUTION." THE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
PRICE TO DISCOUNTS PROCEEDS TO
PUBLIC COMPANY(1)
Per Share. .$2.00 $-0- $2.00
Total . . $1,500,000.00 $-0- $1,400,000.00
This offering will terminate not later than December 31, 1998 (the
"Termination Date"), unless extended by Venturi for an additional 90 days.
THE DATE OF THIS PROSPECTUS IS NOVEMBER 25, 1998
(1) Proceeds to Venturi are calculated on the assumption that all
Common Stock offered hereby will be sold, and before the deduction
of expenses in connection with this offering and payable by
Venturi, which are estimated to be $100,000.00. Such expenses
include filing, legal, accounting, printing and other miscellaneous
fees. Venturi will use the net proceeds from this offering for
general working capital for its ongoing operations.
<PAGE>
(INSIDE FRONT COVER)
(Appearing on the inside front cover of the Prospectus will be a
montage of color pictures of Venturi's trucks and/or cleaning
personnel.)
<PAGE>
PROSPECTUS SUMMARY
This Prospectus contains forward-looking statements which involve
risks and uncertainties. Venturi's actual results could differ
materially from those anticipated in these forward-looking
statements as a result of certain factors including those set forth
under "Risk Factors" and elsewhere in this Prospectus. The
following information is selective and qualified in its entirety by
the detailed information appearing elsewhere in this Prospectus.
This summary of certain provisions of the Prospectus is intended
only for convenient reference and is not complete. The entire
Prospectus should be read and carefully considered by prospective
investors before making a decision to purchase Common Stock.
COMMON STOCK PURCHASE INFORMATION
Those wishing to purchase shares of Common Stock should make checks
payable to Venturi Technologies, Inc., and mail them to Venturi's
executive office: 1327 North State, Orem, Utah 84057, Attn: Joe
Fox, Stockholder Relations Coordinator, telephone (801) 235-9552
and facsimile (801) 235-1731.
VENTURI Venturi Technologies, Inc. is a Nevada corporation,
incorporated on January 30, 1997. Venturi provides
carpet cleaning and fire and flood restoration
services using proprietary technology known as
VenturiClean(TM). Venturi presently operates in
Texas and Utah. Venturi plans to expand its
operations to other states through acquisitions,
until VenturiClean(TM) is in use throughout the
United States.
CAPITAL Venturi is authorized to issue 20,000,000 shares of
$.001 par value Common Stock, and 5,000,000 shares
of $.001 par value Preferred Stock. As of September 30,
1998 there were 4,676,886 shares of Common Stock
outstanding, and 730,914 shares of Preferred Stock
outstanding.
OFFICES Venturi's principal executive offices are located
at 1327 North State, Orem, Utah 84057; and its
telephone number is (801) 235-9552.
RISK FACTORS An investment in the Common Stock involves a high
degree of risk. Venturi cannot guarantee that it
will have substantial sales or revenues or that it
will be able to sell its services at a profit. See
the "Risk Factors" section which begins on page 2.
THIS OFFERING 750,000 shares of Common Stock are being offered by
Venturi.
Price per share: $2.00
4,676,886 shares of Common Stock were outstanding
as of September 30, 1998.
5,426,886 shares of Common Stock will be
outstanding if all shares offered are sold
USE OF PROCEEDS
Venturi will use the proceeds of this offering
to pay the expenses of this offering and to
provide working capital. If all of the Common
Stock offered is not sold, Venturi will fund
the expenses of this offering from cash flow.
<PAGE>
SUMMARY FINANCIAL INFORMATION
The summary statement of operations and balance sheet information
set forth below for the years ended December 31, 1996 and 1997, are
derived from, and are qualified by reference to Venturi's financial
statements which have been audited by Child & Company, independent
certified public accountants. The financial statements as of
December 31, 1997, and the report thereon, are included elsewhere
in this Prospectus. The summary data for the nine months ended September
30, 1998 are derived from Venturi's unaudited interim financial
statements, and in the opinion of management, all adjustments,
consisting of normal recurring adjustments, necessary for a fair
presentation of such data have been included. The information below
should be read in conjunction with the consolidated Financial
Statements and Notes thereto included in this Prospectus. Venturi's
historical operating results are not necessarily indicative of the
results expected of any future period.
SUMMARY FINANCIAL INFORMATION
(In Thousands, Except Per Share Data)
YEAR ENDED DECEMBER 31, SIX MONTHS ENDED
1996 1997 September 30 (Unaudited)
1997 1998
STATEMENT OF INCOME DATA:
Revenues $1,998 $2,161 $1,542 $3,354
Income (Loss) from operations (1,211) (3,162) (903) (2,546)
Net income (Loss) (1,148) (3,162) (903) (2,546)
Net income per Share (1) ( .49) ( .79) ( .23) ( .54)
Weighted average number of
Shares outstanding 2,342 4,069 3,987 4,676
DECEMBER 31, JUNE 30,
1996 1997 1997 1998
Actual Actual (Unaudited)
(Unaudited)
BALANCE SHEET DATA:
Total assets $ 973 $ 995 $ 1,287 $3,439
Long-term debt 1,241 1,284 1,052 2,774
Stockholders' equity ( 731) (1,156) (209) (722)
(1) Earnings per share data has been restated to conform with the
requirements of FASB 128.
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<PAGE>
RISK FACTORS
An investment in Venturi Common Stock involves a high degree of
risk and is not an appropriate investment for persons who cannot
afford to lose their entire investment. Prospective investors
should carefully consider the following risk factors, in addition
to the other information contained in this Prospectus, before
purchasing any of the Common Stock.
PROJECTIONS This Prospectus contains information, such as
projections, future expectations and other
"forward-looking" statements (that is, projections
of revenues, income or loss, earnings or losses,
capital expenditures or other financial items;
statements of plans and objectives for future
operations; statements of future economic
performance; and statements of the assumptions on
which the foregoing are based). This information
and statements represent Venturi's objectives,
expectations or beliefs. Generally, such
statements can be identified by use of the words
may, will, expect, believe, anticipate, intend,
estimate, continue or similar phrases. Those
statements are subject to known and unknown risks,
uncertainties and other factors that could cause
the actual results to differ materially from those
contemplated by the statements.
LIMITED
OPERATING
HISTORY Venturi has a limited operating history upon which to
base an evaluation of its prospects. Venturi's prospects
must be considered in light of the risks, expenses and
difficulties frequently encountered by companies in the
early stages of development. These risks include
inability to sustain profit margins, to achieve expected
growth levels, to attract sufficient capital for
acquisitions and equipment purchases, and lack of
experience in managing growth.
ACCUMULATED Venturi has operated at a loss since 1996.
LOSSES As of December 31, 1997, Venturi had an accumulated
deficit of $4,801,971 and a stockholder deficit of $1,155,558.
Venturi incurred a net loss of approximately $3,162,453
and had negative cash flows from operations during the year
ended December 31, 1997. These results raise substantial
doubt as to Venturi's ability to continue in
existence. Management's plans in regard to these
matters are described in "Management's Discussion
and Analysis."
RISKS ASSOCIATED
WITH IMPLEMENTING
VENTURI'Sn Because Venturi has been in existence for a short period
BUSINESS of time, it is difficult to accurately forecast its
STRATEGY revenues. Venturi's current and estimated future expense
levels are based largely on its estimates of future
revenues. If revenues are not as anticipated, Venturi
may be unable to adjust spending in a timely manner to
compensate for any unexpected revenue shortfall. Any
significant shortfall in revenues in relation to
Venturi's planned expenditures could have an immediate
adverse effect on its business, prospects, financial
condition and results of operations. Implementation of
Venturi's business
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<PAGE>
strategy is subject to risks and
uncertainties, some of which Venturi can control and
others of which it cannot control. In addition, certain
elements of Venturi's business strategy, notably
acquisition of local carpet cleaning companies, could
result in significant expenditures of cash and management
resources. Finally, implementation of Venturi's business
strategy is subject to risks associated with market and
competitive conditions.
RISKS ASSOCIATED
WITH ACQUISITIONS
Venturi has completed a number of acquisitions
since 1995, and expects to pursue additional
acquisitions in the future as a key component
of its business strategy. Venturi cannot
guarantee that attractive acquisition
opportunities will be available or that it
will be able to consummate or obtain the
financing necessary to consummate any future
acquisitions. Venturi also cannot guarantee
that any acquisitions which are consummated
will prove to be successful. Acquisitions
involve many risks, including the risk that
the acquired business will not perform in
accordance with expectations, difficulties in
integrating the operations of the acquired
business with Venturi's business, the
diversion of management's attention from other
aspects of Venturi's business, the risks
associated with entering geographic markets in
which Venturi has limited or no direct prior
experience and the potential loss of key
employees of the acquired business. The
acquisition of another business can also
subject Venturi to liabilities and claims
arising out of such business. In addition,
future acquisitions would likely require
additional financing, which could result in an
increase in Venturi's debt or the issuance of additional
capital stock which could dilute the holdings of other
stockholders.
DEPENDENCE UPON
KEY PERSONNEL Venturi's success is heavily dependent upon the
continued active participation of its current
executive officers, key employees and consultants,
particularly Gaylord M. Karren and John M. Hopkins.
Loss of the services of one of these executives,
employees or consultants could have a material
adverse effect upon the development of Venturi's
business. Venturi has no employment agreement with
Mr. Karren or Mr. Hopkins; however it does maintain
"key man" life insurance on their lives. Venturi
does not have employment contracts with or life
insurance on any other officers or employees.
Venturi cannot guarantee that it will be able to
recruit or retain other qualified personnel should
this become necessary. Venturi's failure to retain
and attract the necessary technical, managerial,
marketing and customer service personnel could have
a material adverse effect on Venturi's business,
prospects, financial condition and results of
operations. See "Management."
COMPETITION Some of Venturi's current and potential competitors
in the carpet cleaning industry have longer
operating histories, larger customer bases, greater
brand name recognition and significantly greater
financial, marketing and other
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<PAGE>
resources. In responding to changes in the competitive
environment, Venturi may make decisions or
acquisitions that could have a material adverse
effect on its business, prospects, financial
condition and results of operations. New
technologies and the expansion of existing
technologies may increase the competitive pressures
on Venturi. See "Description of Business-Competition."
CONTEMPORANEOUS
PRIVATE PLACEMENT:
POSSIBLE Contemporaneous with this offering or following
INTEGRATION this offering, the Company may privately offer and
WITH PUBLIC sell its restricted securities to a limited number
OFFERING; of accredited investors (the "Private Offering")
RISK OF pursuant to exemptions from registration under Rule
RESCISSION 506 of Regulation D of the Securities Act of 1933, as
amended (the "Act"), or under other applicable
exemptions from registration under state and federal
securities laws. Although the terms of the Private
Offering have not been finally determined, the
securities expected to be sold in the Private Offering
may consist of a new series of preferred stock of the
Company which will be convertible into common stock
of the Company and may also include common stock
purchase warrants. Such securities are likely to be
offered at prices and with terms different from and,
possibly, more favorable or less favorable, than the
Common Stock offered in this offering. Although the
Company is of the view that the above exemptions and
other written positions of the Securities and Exchange
Commission ("SEC") or its staff support the validity
of the Private Placement being made contemporaneously
with this offering without integration with this
offering, the Private Placement could be deemed to be
integrated with this offering. If the Private
Placement is integrated with this offering, the
Company could be deemed to have violated Section 5 of
the Act ("Section 5") by having sold securities in the
Private Placement without a registration statement
being in effect as to such securities. In the event
such a violation occurs, investors in the Private
Placement would be entitled to sue the Company to
recover the consideration they paid for such
securities or to rescind their purchase of the
securities. The Company could also be subject to an
action by the SEC seeking an injunction and/or a
penalty for violating Section 5. If the Company is
required to respond to such actions and repay the
consideration received from the Private Placement, the
Company may not then be in possession of sufficient
resources both to finance its operations and to return
the consideration paid for such securities. Any of
the foregoing actions could have a materially adverse
effect on the operations and viability of the Company.
RELIANCE ON THIRD
PARTIES FOR
EQUIPMENT Venturi relies upon third parties to manufacture
certain equipment used in its business. If any one
of the manufacturers was unable or unwilling to
continue manufacturing and selling the necessary
equipment, Venturi's business, results of
operations and financial condition could be
materially
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<PAGE>
adversely affected. Venturi does not
maintain business interruption insurance.
MANAGEMENT OF
POTENTIAL GROWTH
Venturi has expanded its operations very
quickly, and expects that further expansion
will be required to exploit the potential for
growth and consolidation in the carpet
cleaning industry. This expansion has placed,
and will continue to place, a significant
strain on Venturi's management, operations and
financial resources. To manage its expected
growth, Venturi must improve existing, and
implement new, transaction-processing,
operational and financial systems, procedures
and controls, and expand, train and manage its
already growing employee base. Venturi also
may be required to expand its finance,
administrative and operations staff. Venturi
cannot guarantee that its current and planned
personnel, systems, procedures and controls
will be adequate to support future operations,
or that management will be able to
successfully identify, manage and exploit
existing and potential market opportunities.
If Venturi cannot manage growth effectively,
its business, prospects, financial condition
and results and operations could be adversely
affected. See "Management's Discussion and Analysis."
LIMITED PROTECTION
OF INTELLECTUAL
PROPERTY Venturi regards its service mark and related
AND technology as proprietary and relies on a
PROPRIETARY combination of copyright, trademark, trade
RIGHTS secret and confidential information laws as
well as employee and third-party nondisclosure
agreements to protect its proprietary rights.
Venturi has applied for patents covering certain aspects
of the design of its cleaning equipment and the solutions
used. Venturi has received a notice of allowance
of patent with respect to one application; the other
remains pending. Venturi cannot guarantee that any
additional patents will actually be issued, or
that Venturi will become entitled to the protections
afforded by the federal patent laws. Venturi also
cannot guarantee that these protections will be
adequate to protect against technologies that are
equivalent or superior to its technologies. Venturi cannot
guarantee that its competitors or others will
not develop superior technologies to which Venturi
would not have access.
DEPENDENCE ON
TRADEMARKS,
PATENTS AND Venturi's success will depend in part on its ability
PROPRIETARY to obtain and preserve its patents and trademarks
RIGHTS; NO and to operate without infringing the proprietary
ASSURANCE OF rights of third parties. Venturi cannot guarantee
ENFORCEABILITY that its patent and trademark applications will provide a
competitive advantage or afford protection against
competitors with processes or services similar to
those offered by Venturi. Venturi cannot
guarantee that its competitors will not circumvent,
or challenge the validity of those patents and trademarks.
In addition, in the event that another party infringes
Venturi's patents or trademarks, the enforcement of
such rights is optional and can be a lengthy and
costly
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process, with no guarantee of success. Finally,
although to date no claims have been brought against
Venturi alleging that its patents, trademarks or other
proprietary information infringes intellectual property
rights of others, there is no guarantee that
such claims will not be brought in the future
or that any such claims would not be successful. If
such a claim were successful, Venturi's business
could be materially adversely affected. In addition to any
potential monetary liability for damages,
Venturi could be required to obtain a license
to use the trademarks or technology found to be
infringing or could be enjoined from
utilizing its trademarks and technology if such a
license were not made available on
acceptable terms. See "Business--Raw
Materials; Patents; Licenses; Trademarks and
Service Marks."
LACK OF CLINICAL
STUDIES There are no long term studies of the health or other
effects of sustained exposure to carpet or other
materials treated with the cleaning and other solutions
used by Venturi. Venturi depends upon consumers'
perception of the safety and quality of its services and
processes. Although Venturi does not believe its
cleaning and other solutions pose any potential health
hazards, if this belief is mistaken, Venturi could face
possible liability for any damage or injury caused to
individuals exposed to its cleaning and other solutions.
Such potential liability and any adverse harmful effects
would have a severely adverse impact on Venturi. Venturi
does not maintain products liability insurance.
NO DIVIDENDS ON
COMMON STOCK
ANTICIPATED Venturi has never paid any dividends on its Common
Stock and, because of its present financial
condition and cash flow requirements, does not
expect to pay any dividends on its Common Stock in
the foreseeable future. Therefore, potential
purchasers should not buy the Common Stock if they
expect to receive dividend payments. See "Dividend
Policy."
SHARES AVAILABLE
FOR RESALE Sales of substantial numbers of shares of Common
Stock in the public market following this offering
could adversely affect the market price of the
Common Stock prevailing from time to time. Upon
completion of this offering, and assuming that all
shares offered hereby have been sold,
Venturi will have 5,426,886 shares of Common Stock
outstanding. 1,226,000 shares of the Common Stock
outstanding (including all of the Common Stock sold
in this offering) will be freely transferable
without restriction or further registration under
the Securities Act. Venturi cannot estimate when or
how many shares of Common Stock may be sold by
existing stockholders because such sales will
depend upon the market price for the Common Stock,
the personal circumstances of the seller and other
factors. The future sales of Common Stock or the
availability of such shares of Common Stock for
sale may have an adverse effect on the market price
of the Common Stock prevailing from time to time.
If future sales did adversely affect the market
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price of the Common Stock, Venturi's ability to
raise additional funds through an equity offering
at such time could be adversely affected. See
"Principal Stockholders" and "Shares Eligible for
Future Sale."
DILUTION Present stockholders acquired their shares of Common
Stock at an average cost of approximately $.31 per share,
an amount substantially less than the assumed public offering
price of $2.00 per share. As of September 30, 1998 Venturi's
net tangible book value, without giving effect to any
outstanding warrants or options, was ($1,199,028) or ($.26)
per share and will increase to approximately $200,972, or
$.04 per share if all the shares of Common Stock offered
by Venturi are sold. The result will be an immediate
and substantial dilution of the net tangible book value
of the shares of Common Stock acquired by the public
investors of $1.96 (98%) per share if all shares of
Common Stock offered hereby are sold. Public investors
therefore will bear most of the risk of loss, while control
of Venturi will remain in the hands of the present
management and stockholders. See "Dilution."
INDEMNIFICATION
OF OFFICERS AND
DIRECTORS Venturi's Articles of Incorporation and Bylaws
require or permit it to indemnify and hold harmless
its directors and officers from and against and in
respect of certain losses, damages, deficiencies,
expenses or costs which may be incurred or suffered
by such directors and officers as a result of their
serving in such capacities with Venturi. See
"Certain Provisions of Nevada Law and of Venturi's
Articles of Incorporation and Bylaws."
ABSENCE OF
ACTIVE MARKET;
POSSIBLE Prior to this offering, there has been no active market
VOLATILITY for the Common Stock, although the Common Stock is quoted
OF PRICE OF on the OTC Bulletin Board. Venturi cannot guarantee that
COMMON STOCK an active trading market for the Common Stock will
develop. The trading price of Common Stock could be
subject to wide fluctuations in response to such factors
as, among others, variations in anticipated or actual
results of operations and market conditions.
RISK OF LOW-PRICE
STOCKS Since Venturi's securities are not quoted on the NASDAQ
SmallCap Market, they are subject to Rule 15g-9 under the
Securities Exchange Act of 1934, as amended (the
"Exchange Act"). That Rule imposes additional sales
practice requirements on broker-dealers who sell such
securities to persons other than established customers
and "accredited investors" (generally, individuals with
net worth in excess of $1,000,000 or annual income
exceeding $200,000, or $300,000 together with their
spouses). For transactions covered by this rule, a
broker-dealer must make a special suitability
determination for the purchaser and have received the
purchaser's written consent to the transaction prior to
sale. Consequently, the rule may adversely affect the
ability of broker-dealers to sell the Common Stock.
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Securities and Exchange Commission regulations define a
"penny stock" to be any non-NASDAQ equity security that
has a market price of less than $5.00 per share or with
an exercise price of less than $5.00 per share, subject
to certain exceptions. For any transaction involving a
penny stock, unless exempt, the rules require delivery,
prior to any transaction in a penny stock, of a
disclosure schedule prepared by the Commission relating
to the penny stock market. Disclosure is also required
to be made about commissions payable to both the broker-dealer
and the registered representative and current
quotations for the securities. Finally, monthly
statements are required to be sent disclosing recent
price information for the penny stock held in the account
and information on the limited market in penny stocks.
The foregoing required penny stock restrictions would not
apply to Venturi's securities if they were included on
the NASDAQ SmallCap Market and have certain price and
volume information provided on a current and continuing
basis or were to meet certain public float, minimum net
tangible asset and revenue criteria. Venturi cannot
guarantee that the Common Stock will qualify for
exemption from these restrictions. Therefore, the market
liquidity for the Common Stock could be severely
adversely affected.
LACK OF A MAJORITY
OF INDEPENDENT
DIRECTORS Upon completion of this offering, Venturi's board of
directors will have no independent directors. As
such, upon completion of this offering, the majority
of its directors will be either officers, persons
related to the officers, or persons appointed by
the holders of the Series B Preferred Stock. See
"Management."
GOVERNMENT
REGULATION Venturi is subject to regulation under various
state and local laws which include provisions
regulating, among other things, telemarketing
operations. Venturi cannot predict whether new
domestic or foreign legislation regulating its
activities will be enacted, or what effect it might
have. See "Business--Government Regulation."
CONCENTRATION OF
OWNERSHIP; CERTAIN
ANTI-TAKEOVER After this offering, Venturi's directors and
CONSIDERATIONS all executive officers will beneficially own
approximately 37.4% of the outstanding Common
Stock. Accordingly, these stockholders will
continue to have the ability to elect all of
Venturi's directors and thereby direct or
substantially influence the management,
policies and business operations of Venturi
and will have the power to control the outcome
of any matters submitted to a vote of
Venturi's stockholders. Venturi's Board of
Directors has the authority to approve the
issuance of 5,000,000 shares of preferred
stock and to fix the rights, preferences,
privileges and restrictions, including voting
rights, of those shares without any further
vote or action by the stockholders.
The rights of the Common Stock holders will be subject
to, and may be adversely affected
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by, the rights of the holders of any preferred stock
that may be issued in the future. Certain
provisions of Nevada law, as well as the
issuance of preferred stock, could delay or
inhibit the removal of incumbent directors and
could delay, defer, make more difficult or
prevent a merger, tender offer or proxy
contest, or any change in control involving
Venturi, as well as the removal of management,
even if such events would be beneficial to the
interests of the stockholders, and may limit
the price certain investors may be willing to
pay in the future for shares of Common Stock.
LEGAL PROCEEDINGS
Venturi is involved in litigation with respect to
an acquisition of two related businesses.
Although it is difficult to assess the possible
outcome of this litigation, Venturi believes it
will not be material. This belief is based in part
on the fact that the plaintiffs provided Venturi
with a detailed itemization of their claimed
damages during pre-litigation settlement
negotiations. The itemization reflected
approximately $57,000 in damages.
YEAR 2000 RISK Venturi began computer automation in 1997. Its
systems consist primarily of stand-alone personal
computers. Venturi has reviewed its computer
programs and systems and believes that its programs
and systems will function properly and be in
compliance for the year 2000. If any future
modifications are necessary, management does not
believe that the costs to modify its programs or
systems will be material to its financial condition
or results of operations. Venturi cannot guarantee
that such costs will be nominal. Because most of
Venturi's customers are individuals, Venturi does
not believe the year 2000 problem will have a
material impact on its customers. Venturi has
contacted those third parties with whom it has material
relationships, such as banks and vendors, to ascertain
their level of preparedness for Year 2000. Responses
to date have been mixed, and not all parties can assure
Venturi of their readiness. Venturi intends to continue to
monitor this situation and, if necessary, to replace any
relationships with entities that are not prepared
or that expect to experience substantial business
interruptions. Venturi cannot guarantee that the
effect of the year 2000 problem on individuals and
other entities with whom Venturi does business will
not have a material adverse effect on Venturi's
business, financial condition or results of
operations.
FAILURE TO SELL
COMMON STOCK
OFFERED HEREBY The proceeds from the sale of Common Stock to the
public will be used to pay the expenses of this
offering and to provide working capital to support
Venturi's operations. If all Common Stock offered
hereby is not sold, Venturi will be required to pay
the offering expenses and fund its operations from
cash flow. This could have a material adverse
effect on Venturi's ability to provide funds for
its continuing operations.
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USE OF PROCEEDS
The proceeds of this offering will be available to Venturi immediately
upon payment from subscribers, and will be used to pay the offering
expenses and provide working capital to support Venturi's operations.
The following table sets forth the estimated application by Venturi of
the net proceeds to be derived from the sale of Common Stock offered
hereby assuming that all Common Stock offered hereby is sold.
Total Proceeds to Company $1,500,000
Less Offering Expenses:
Legal and Accounting 80,000
Printing 10,000
Filing Fees 5,000
Miscellaneous 5,000
Net Proceeds to Company $1,400,000
Intended Use of Proceeds:
General Working Capital $1,400,000
All net proceeds will be used for general working capital purposes,
to support the basic operations of Venturi, including but not
limited to funds for office rent, utilities, salaries and
miscellaneous expenses. No assurance can be given that all Common
Stock offered will be sold. If the proceeds received by Venturi
are not sufficient to pay the expenses of this offering, Venturi
will be required to pay the remaining offering expenses and fund
its working capital needs out of cash flow from its operations.
DETERMINATION OF OFFERING PRICE
The offering price of the Common Stock was determined by reference
to its last quoted price as of a date not more than five (5) days
prior to commencement of this offering, if available.
DIVIDEND POLICY
Venturi has never paid or declared any cash dividends on its Common
Stock and does not intend to pay dividends on its Common Stock in
the foreseeable future. Venturi presently expects to retain its
earnings to finance the development and expansion of its business.
The payment by Venturi of dividends, if any, on its Common Stock in
the future is subject to the discretion of the Board of Directors
and will depend on Venturi's earnings, financial condition, capital
requirements and other relevant factors. See "Description of
Securities."
DILUTION
As of September 30, 1998, there were 4,676,886 shares of Common Stock
outstanding, having a net tangible book value of ($721,736) or
approximately ($.26) per share. Net tangible book value per share
is the net tangible assets of Venturi (total assets less total
liabilities and intangible assets) divided by the number of shares
of Common Stock outstanding. Upon completion of this offering,
there will be 5,426,886 shares of
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Common Stock outstanding having a net tangible book value of approximately
$200,972 or approximately $.04 per share if all the Common Stock offered is
sold. The net tangible book value of each share will increase to
approximately $.04 per share from approximately ($.26) per share
for present stockholders, and decrease by $1.96 per share (a
dilution of 98%) to public investors, assuming that all of the
Common Stock offered is sold at a price of $2.00 per share.
The following tables set forth the percentage of equity to be
purchased by public investors in this offering compared to the
percentage of equity to be owned by the present stockholders, and
the comparative amounts paid for the shares of Common Stock by
public investors as compared to the total cash consideration paid
by the present stockholders of Venturi.
ASSUMING ALL SHARES OFFERED ARE SOLD
Shares Purchased Total Cash Consideration Average Price
Number Percent Amount Percent Per Share
Existing Common
Stockholders 4,676,886 66% $1,473,834 23% $ .31
Series A Conversion(2) 64,410 1% $ 644,100 10% $10.00
Series B Conversion(2)1,300,000 18% $2,000,000 31% $1.60
Series C Conversion(2) 406,504 6% $ 833,333 13% $2.05
New Investors 750,000 10% $1,500,000 23% $2.00
TOTAL 7,197,800 100% $6,451,267 100%
(1) Based on the average value per fully diluted share paid by present
stockholders and a public offering price of $2.00 per share of Common Stock
to be paid by public investors.
(2) Assumes conversion of all outstanding series of preferred stock.
See "Description of Securities--Preferred Stock."
Venturi has reserved an aggregate of 2,000,000 shares of its Common
Stock for its officers, directors, employees and consultants to
purchase pursuant to its Dual Stock Option Plan. As of September 30,
1998, Venturi had issued 400,000 nonqualified stock options to its
Chief Financial Officer, and 208,000 nonqualified stock options to
its Chief Executive Officer and its President, all at an exercise
price of $.01 per share; and 570,007 incentive stock options to
other employees at an exercise price of $2.40. The above table
does not give effect to the possible issuance of up to 1,078,007
additional shares of Common Stock upon exercise of any options
which have been granted under the Plan. The issuance of shares of
Common Stock upon the exercise of options which may be granted
under the Stock Option Plans would result in further dilution in
the interests of stockholders, if at the time of exercise,
Venturi's net tangible book value per share is greater than the
exercise price of any such options. See "Stock Option Plan."
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Additional options to acquire 100,000 shares of Common Stock have
been issued to the holders of the Series B Preferred Stock. The
above table does not reflect the possible issuance of additional
Common Stock upon exercise of those options. The issuance of
additional Common Stock upon exercise of these options would result
in further dilution.
As of September 30, 1998, Venturi has outstanding 680,269 warrants to
acquire Common Stock. Warrants to acquire 67,410 shares of Common
Stock are held by the Series A Preferred Stockholders; warrants to
acquire 5,000 shares of Common Stock are held by Dominion Capital,
and were issued in consideration of the placement of the Series A
Preferred Stock. These warrants are exercisable at $5.00 per
share. Warrants to acquire 83,333 shares of Common Stock were
issued to Sentry Financial and are exercisable at a price of $2.40
per share. Warrants to acquire 135,706 shares of Common Stock were
issued in connection with a private placement of Common Stock in
June 1997, and are exercisable at a price of $6.00. Warrants to
acquire 388,820 shares of Common Stock were issued to Northstar
Capital, LLC, and were issued in consideration for Northstar's
agreement to arrange lease financing for Venturi. These warrants
are exercisable at a price of $.50 per share at any time before
February 17, 2008. The above table does not reflect the possible
issuance of additional Common Stock upon exercise of the warrants
referred to above. The issuance of additional Common Stock upon
exercise of these warrants would result in further dilution.
CAPITALIZATION
The following table sets forth at September 30, 1998 the actual
capitalization of Venturi. The capitalization has not been adjusted
to reflect the sale of all shares of Common Stock offered by
Venturi (based upon an initial public offering price of $2.00 per
Share) or the application of the net proceeds therefrom since no
assurance can be given that all Common Stock offered hereby will be sold.
The table should be read in conjunction with the Financial Statements
and Notes thereto included elsewhere in this Prospectus.
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SEPTEMBER 30, 1998
Prior to Offering Actual(1)
(Unaudited)
Stockholders' equity:
Common Stock, $.001 par value, $ 4,677
20,000,000 shares authorized;
4,676,886 shares outstanding
Additional paid-in-capital 6,400,946
Preferred Stock, $.001 par value,
5,000,000 shares authorized;
64,410 Series A, 260,000 Series B and
406,504 Series C 731
Offering expenses 100,000
Retained Earnings (7,605,382)
Total capitalization ($721,736)
(1) Derived from Venturi's Financial Statements, which are included
elsewhere in this Prospectus.
SELECTED FINANCIAL DATA
The statement of operations and balance sheet information set forth
below for the years ended December 31, 1996 and 1997, are derived
from, and are qualified by reference to Venturi's financial
statements which have been audited by Child & Company, independent
certified public accountants. The financial statements as of
December 31, 1997, and the report thereon, are included elsewhere
in this Prospectus. The selected data for the nine months ended September
30, 1998 are derived from Venturi's unaudited financial statements,
and in the opinion of management, all adjustments, consisting of
normal recurring adjustments, necessary for a fair presentation of
such data have been included. The information below should be read
in conjunction with the consolidated Financial Statements and Notes
thereto included in this Prospectus. Venturi's historical operating
results are not necessarily indicative of the results expected of
any future period.
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SELECTED FINANCIAL INFORMATION
(In Thousands, Except Per Share Data)
Year Ended
December 31 Nine Months Ended September 30
1996 1997 1997 1998
(Unaudited)
Income Statement Data:
Net Sales $1,998 $2,161 $1,543 $3,354
Operating income (loss) (1,211) (3,162) (903) (2,546)
Other income (expenses), net
Net Income Loss (1,148) (3,162) (903) (2,546)
Net income (loss) per share (1)
Weighted average shares
outstanding 2,341,962 4,068,784 3,928,976 4,676,886
December 31, September 30,
1996 1997 1997 1998
(Unaudited)
Balance Sheet Data:
Total assets $973 $995 $1,287 $3,439
Long-term debt 1,241 1,284 1,052 2,774
Stockholders' equity (731) (1,156) (209) (722)
(1) Earnings per share data has been stated to conform with the
requirements of FASB 128.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with Venturi's
financial statements and the other financial information appearing elsewhere
herein.
Venturi was formed in 1997, but has operational and financial data from prior
periods as a result of the operations of its predecessor, which was formed
in 1994. That company is now a wholly owned subsidiary of Venturi. See
"Venturi's Business-History and Development." Venturi's management has
formulated a strategy that calls for it to consolidate the fragmented carpet
cleaning industry by purchasing companies operating in particular locations,
and converting the acquired companies to use of Venturi's proprietary
processes. Venturi acquires unrelated companies that typically are much
smaller than Venturi. Ordinarily, the owners of the target company exchange
all or substantially all of the target company's assets or stock for Venturi
common stock. Each acquisition has been treated as a pooling-of-interest
business combination wherein the operating results of each combined entity
have been included in Venturi's financial statements as though the acquired
business had been combined as of the beginning of each year. Due to the small
relative size and low profitability of the target companies, the effect on
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Venturi's balance sheet is not material. The effect on Venturi's income
statement also is not material. Each target company is similar to other
target companies such that separate segment disclosures of each acquisition
are not required to fairly state Venturi's financial condition.
The combined entities will record assets and liabilities in accordance with
generally accepted accounting principles. Venturi's management anticipates
no adjustments to net assets of any of the combined entities to comply with
or adopt the same accounting principles or the same fiscal years. Under the
pooling-of-interests method of accounting, the retained earnings accounts
of all entities will be combined.
Venturi's historic operations have consisted of revenues from carpet cleaning
and fire and flood restoration in the areas of Orem, Utah, and Fort
Worth/Dallas, Houston and Lubbock, Texas, utilizing a proprietary technology
and process. The primary costs of operating Venturi's business are the trucks
and vans used to house the cleaning equipment, labor and cleaning equipment
and supplies. See "Venturi's Business--Purchasing of Raw Materials."
NINE MONTHS ENDED SEPTEMBER 30, 1998
REVENUES. Revenues increased by 118% to $3,354,295 for the period ending
September 30, 1998 compared to $1,542,680 for the period ending September 30,
1997, due to the completion of four acquisitions, marketing penetration in
existing base locations, newer and more reliable equipment, and available
funding.
OPERATING EXPENSES. Operating expenses totaled $5,900,485 for the period
ending September 30, 1998, an increase of 141% from $2,445,818 for the period
ending September 30, 1997. The increase in operating expenses was
attributable to costs incurred to increase staff to permit the 118% increase
in revenues over the same period.
LOSSES FROM OPERATIONS. Losses from operations increased to ($2,546,190) for
the period ending September 30, 1998 as compared to ($903,138) for the period
ending September 30, 1997. The increase of 182% reflects the cost of
expanding operations.
LIQUIDITY AND CAPITAL RESOURCES. At September 30, 1998, Venturi had cash
balances totaling $78,255 and a working capital balance of $718,597.
This compares to a cash balance of $147 and working capital of $227,090 as of
December 31, 1997. At September 30, 1998, Venturi's capital resources
consisted of equipment leases of $1,633,944, cash on hand of $78,255, and
private equity funding of $6,406,354 representing the invested
equity through September 30, 1998 (although as of September 30, 1998, Venturi
had negative retained earnings of $7,605,382, resulting in negative
stockholders' equity of $721,736).
Venturi's primary liquidity needs are $1,400,000 to cover corporate overhead
through December 31, 1998 and $3,000,000 to fund purchases of additional
capital equipment. Historically, Venturi has funded its operations through
operating income, bank borrowings, and private placements of securities.
Venturi will use the proceeds from this offering to fund its overhead through
December 31, 1998. Venturi will need additional financing to meet its
anticipated working capital requirements for at least the next twelve months.
Venturi's business plan calls for it to have a total of 104 trucks in
operation by December 31, 1998. Venturi presently has approximately 50 trucks
in service. $3,000,000 is available to fund truck and equipment purchases
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pursuant to a Master Lease Agreement with Northstar Capital, L.L.C. Venturi
has signed four (4) equipment schedules having balances totaling $693,159.
Additional trucks will be funded with the remaining $2,000,000 available
under the Northstar Capital, L.L.C. leasing facility. Venturi has also
received a commitment for up to $3,000,000 in additional lease financing from
Capital Partners, Inc. These facilities should be adequate to fund Venturi's
capital equipment purchases.
Venturi's accounts receivable increased to $640,342 for the period ending
September 30, 1998 compared to $227,237 from the period ending December 31,
1997. The increase in accounts receivable was attributable to increased
revenues primarily from sales to multi-family housing complexes and from new
disaster restoration customers.
YEAR ENDED DECEMBER 31, 1997 COMPARED TO YEAR ENDED DECEMBER 31, 1996
REVENUES. Revenues increased by 8.1% to $2,160,562 for the year ended December
31, 1997 compared to $1,998,335 for the year ended December 31, 1996. This
nominal increase in sales was attributable to staff's efforts to arrange
financing and develop procedures and technology to accommodate future
acquisitions.
OPERATING EXPENSES. Operating expenses totaled $5,323,015 for the year ended
December 31, 1997 an increase of 62.5% from $3,275,652 for the year ended
December 31, 1996. The increase in operating expenses during the current year
was primarily attributable to the cost of hiring additional staff to
accommodate future acquisitions and expansion. In addition, there was a
charge to earnings of approximately $1,396,000 for employee stock incentive
programs.
LOSSES FROM OPERATIONS. Losses from operations increased to ($3,162,453) for
the year ended December 31, 1997 a 148% increase from the ($1,210,780) for the
corresponding period of the prior year. This increase was a result of flat
sales and increased staffing costs to prepare for future acquisitions,
including the stock incentives mentioned above.
LIQUIDITY AND CAPITAL RESOURCES
During the year ending December 31, 1996, Venturi received $649,000 in new
funding, compared with $1,235,000 in new funding during the year ending
December 31, 1997. New funding in 1996 was provided by $124,000 in capital
leases, and $525,000 from the private placement of Series A Preferred Stock.
New funding in 1997 was provided by $146,000 in capital leases and $1,089,000
in private placements of securities (of which approximately $99,100 was
related to subscriptions for Series A Preferred Stock, and the balance was
attributable to private placements of common stock).
SEASONALITY
Venturi's business varies little from season to season, although it does
experience slightly higher revenues in summer.
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INFLATION
Inflation historically has not had a material effect on Venturi's operations.
When the price of raw materials has increased, the costs have been built into
the pricing structure. Venturi does not have either long-term supply contracts
or long-term contracts with customers. Prices are determined centrally, and
are quoted based on the prevailing market trends. Accordingly, Venturi does
not believe inflation will have a material effect on its future operations.
PLAN OF OPERATION
Venturi intends to enter new markets through acquisitions. Initially, Venturi
intends to focus on acquisitions in the southern and western United States.
The acquired companies will then be converted and trained in the use of
VenturiClean(TM). The next target markets for Venturi are California, Nevada
and Arizona. In selecting a new market, Venturi's primary goal is to identify
a market that has the potential to produce $100,000 in monthly revenues within
six months after consummation of the acquisition. Venturi looks for the
following attributes in acquisition candidates: five years successful
operations within the market; favorable financial condition; reputation for
quality service and integrity; quality management dedicated to aggressive
growth; willingness to accept stock in exchange for assets; and annual revenue
in excess of $250,000. Where possible, Venturi seeks to acquire market
leaders or those businesses with the largest market share. Venturi has begun
to receive regular inquiries from other companies in the industries desiring
to have access to the VenturiClean(TM) and to become part of a larger
organization.
Venturi has completed several acquisitions since January 1, 1998, and has
signed letters of intent for consummation of two additional acquisitions. See
"Venturi's Business--History and Development of Venturi."
As of September 30, 1998, Venturi had approximately 50 carpet cleaning and
restoration trucks in operation. These trucks generated approximately
$582,132 in revenues for the month of September, 1998, an average of
$11,642 per truck per month. These revenue figures are better than
anticipated by Venturi's management, which based its projections of future
operations on the assumption that each truck would generate approximately
$10,300 per month. Of course, Venturi cannot guarantee that its trucks will
be able to continue to generate revenue at this level. Past performance is
not a guarantee of future performance.
VENTURI'S BUSINESS
Venturi provides carpet cleaning and fire and flood restoration services to
its customers through locations in Texas and Utah. Venturi is vertically
integrated, and manufactures certain of the components used in its proprietary
carpet cleaning equipment, including a flash heater, modulator box and
cyclonic return system. Venturi's headquarters is located in Orem, Utah.
Venturi has developed a proprietary system for carpet cleaning, known as
VenturiClean(TM). It consists of four unique components. See "Purchasing of
Raw Materials; Patents; Licenses; Trademarks and Service Marks." The first
is the use of electromagnetic oxidizing water ("EO water"), which Venturi
creates at each operating base. The second is the use of proprietary cleaning
solutions. Third is the use of flash heaters which heat the EO water closer
to
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application to the carpet, and the fourth is a specially-designed wand lift
system (including the modular box and cyclonic return system). Unlike
traditional carpet cleaning systems, VenturiClean(TM) does not
flood the carpet or leave chemicals or cleaning agents in the carpet fibers as
a by-product of its cleaning process. VenturiClean(TM) uses three proprietary
cleaning agents or fluids. Each is non-toxic, with no surfactants, shampoos
or harmful solvents. The first cleaning fluid, "Clean Right", is an organic,
mineral-based cleaning agent designed to be used as a spotting agent with
high temperatures to emulsify particles in excessively dirty carpet. The
other two proprietary cleaning products (EPA I and EPA II) are forms of EO
water, and have been molecularly modified and electrically charged to increase
their cleaning efficiency. EPA I has a low pH, and EPA II has a high pH,
to address different cleaning needs. Venturi believes that each of these
proprietary cleaning agents is non-toxic and may be ingested without harmful
effect. Each leaves no residue as a by-product of the cleaning process. Each
cleaning agent kills bacteria, mold, spores, viruses and other pathogens
within a short time after contact.
Venturi's primary source of revenues is from carpet cleaning and flood
restoration services.
Venturi has experienced substantial growth in sales and net income in recent
years. From 1994 to 1997, Venturi's sales grew from $230,300 to $2,160,562.
Venturi intends to capitalize on its proprietary VenturiClean(TM) system and
continue to consolidate this fragmented industry, and to develop repeat
clients in all segments of the industry.
HISTORY AND DEVELOPMENT OF VENTURI
Venturi was incorporated in Nevada on January 30, 1997, under the name HiTek
Carpet Care, Inc. Venturi was formed for the purpose of acquiring carpet
cleaning and damage restoration service companies. The formation was effected
with the issuance of 1,500,000 shares of Common Stock for $150,000. On June
30, 1997, HiTek issued 2,807,714 shares of its common stock to the
shareholders of Action Venturi Technologies, Inc., a Texas Corporation formed
on August 17, 1994 (the "Texas Corporation"). The Texas Corporation became
a wholly-owned subsidiary of Venturi when the stockholders of the Texas
Corporation exchanged all of the issued and outstanding shares of the Texas
Corporation for shares of Common Stock and Preferred Stock of Venturi. The
share exchange was consummated pursuant to a Stock for Stock Agreement dated
as of June 30, 1997, and was treated as a tax-free reorganization; however,
Venturi did not receive an opinion of counsel to that effect. In connection
with the reorganization, HiTek Carpet Care, Inc. changed its name to Venturi
Technology Enterprises, Inc., and recently changed its name to Venturi
Technologies, Inc. As a result of the exchange, the former Venturi
stockholders attained ownership and voting control of HiTek. Through its
subsidiary, Venturi acquired the assets of two carpet cleaning companies in
Texas and Utah during 1995 and 1996.
Venturi was approved for trading on April 10, 1997 on the NASD OTC Bulletin
Board, under the symbol "VTIX".
In 1995, the Texas Corporation acquired substantially all of the net assets of
Dependable Janitorial, Inc. and Dependable Carpet Cleaning, an Orem,
Utah-based company, pursuant to a Contract of Sale. The Texas Corporation
issued 137,499 shares of common stock in the exchange. In March 1996, the
Texas Corporation exchanged 100,000 shares of its common stock for
substantially all of the net assets of T-Co Carpet Cleaning and T-Co Heating
Systems, and Preferred Carpet Care of Dallas. T-Co had operations in Irving,
Texas, providing carpet cleaning services and manufacturing heating units for
carpet cleaning equipment. Venturi has integrated the heaters manufactured
by T-Co Heating Systems, and has developed certain additional proprietary
equipment used in its
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proprietary VenturiClean(TM) cleaning method. Venturi
formed a separate wholly-owned subsidiary named "T-Co Manufacturing, Inc." as
a Utah corporation in 1997. This corporation has never functioned as a
separate entity, and has no employees or assets.
In October 1996, the Texas Corporation exchanged 22,000 shares of its Common
Stock for substantially all of the net assets of Stone Flood & Fire
Restoration and ProTech Restoration, with carpet cleaning and restoration
operations in Provo, Utah.
In March 1998, Venturi acquired substantially all of the net assets of Protech
Carpet Cleaning and Flood Restoration, of Riverton, Utah, in exchange for
4,000 shares of Common Stock. In April 1998, Venturi acquired substantially
all of the net assets of Complete Carpet Service, a Dallas, Texas-based carpet
cleaning enterprise, in exchange for 7,500 shares of Common Stock. In July
1998, Venturi acquired substantially all of the net assets of a sole
proprietorship doing business in Lancaster, California under the names "All
Valley Carpet, All Valley Carpet & Upholstery Cleaning and All Valley
Restoration Service." These assets were acquired in exchange for 5,000 shares
of Venturi's Common Stock. In June 1998, Venturi agreed to acquire
substantially all of the net assets of Video-Aire, a company providing duct
cleaning services, in exchange for 160,000 shares of Common Stock. However,
this acquisition was rescinded by mutual agreement in October 1998. In
August of 1998, Venturi acquired substantially all of the assets of Dirt Free
Carpet and Upholstery Cleaning, Inc., a Texas Corporation, with operations in
Houston, Texas. The transaction remains subject to a right of rescission that
runs for 90 days after closing. Venturi has agreed to pay $150,000 in cash
to the owner of Dirt Free, in consideration of his execution of a
confidentiality and non-competition agreement, and to issue 52,632 shares of
its common stock to the sellers in exchange for the assets upon expiration of
the rescission period.
Venturi has agreed in principal to acquire substantially all of the net assets
of a fire and flood restoration business located in Orem, Utah in exchange for
4,000 shares of Venturi Common Stock. Subject to final due diligence and
satisfaction of other conditions, this acquisition should be completed within
the next 90 days. Venturi is engaged in ongoing negotiations for acquisition
of stock or assets of other carpet cleaning companies; however, none of such
negotiations has resulted in any binding formal agreement or agreement in
principle.
The Texas Corporation entered two other acquisition agreements with parties
related to each other; however, for various reasons the assets so acquired
were eventually divested. See the "Risk Factors" section, which begins on
page 2. This failed acquisition has led to litigation against Venturi. See
"Legal Proceedings."
INDUSTRY OVERVIEW
As reported by industry sources, the annual domestic market for carpet
cleaning services was approximately $5 to $10 billion in 1997; and the market
for flood repair and restoration was estimated to be much larger.
The industry can be divided into four segments: commercial cleaning,
apartment and multi-family residential cleaning, single-family residential
cleaning and restoration or disaster cleanup. The industry is highly
fragmented, although there are a small number of franchise competitors, such
as Service Master, ChemDry and DuraClean.
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Current carpet cleaning technology has remained the same for the past 20
years. Despite the fact that trade publications have estimated that nearly 90%
of carpet cleaning customers are dissatisfied with the results of their carpet
cleaning services, no improvements had been made in the basic technology until
Venturi developed VenturiClean(TM) and entered the market. Two basic carpet
cleaning methods are used throughout the rest of the industry: the steam
extraction method and the CO2 foam method. Approximately 40% of carpet
cleaning uses the steam extraction method, which involves the injection of hot
water into the carpet, usually at a pressure of about 300 psi, and the use of
a vacuum process to attempt to remove the water. Some companies using the
steam extraction method apply a soap or chemical prespray followed by a rinse
with clean water; others use water with chemical or soap solutions during the
cleaning phase without a rinse. This method is not as effective as
VenturiClean(TM) because the water used penetrates the carpet backing and pad
before the vacuum process can retrieve that water. Only about 60% of the
water applied to the carpet is ever retrieved; the rest remains in the carpet
fiber, backing and pad, requiring days to dry. Once the water has evaporated,
it leaves a residue of soils, chemicals and surfactants, and often feels
crusty. The residual surfactants act as magnets for dirt particles, and the
carpet becomes soiled soon after the cleaning. This process also causes
delamination of the carpet backing, weakening the carpet fibers.
The other basic method is CO2 foam. Although drier than steam extraction, the
CO2 foam method still requires cleaning and foaming chemicals to be mixed with
water and then applied to the carpet. The expanding foam is intended to lift
particles out of the carpet for extraction with a vacuum process or dry pad
buffing. An alternative method uses carbonated water designed to effervesce
soil from the carpet. The residue is then buffed out with a cotton towel on a
buffing machine. The carpet fiber does not get as wet
as with the steam extraction method, but the vacuuming of foam and the buffing
of carbonated chemicals does not remove soils and surfactants with the
efficiency of VenturiClean(TM).
The oldest carpet cleaning method uses a rotary shampoo machine. The carpet
is scrubbed with a rotary buffing machine to shampoo soap into the carpet with
a bristle pad and then the carpet is vacuumed while still wet. This method
also wets the carpet backing and pad and leaves behind surfactant residue.
MARKETING
The primary method of selling carpet cleaning to individuals is through mass
marketing, using billboards, distribution of coupons, yellow pages
advertising, local publications, door hangers, and telemarketing. In
addition, Venturi participates in trade shows and local chamber of commerce
events, such as golf tournaments and luncheons. Multi-family carpet cleaning
services are promoted in this manner, and also through advertising in industry
publications, targeting of national apartment management companies and
demonstrations. Services for commercial properties are marketed to building
maintenance companies, and through demonstrations and participation in local
building management associations. Finally, restoration services are marketed
primarily through industry publications and participation in industry
associations and trade shows.
RAW MATERIALS; PATENTS; LICENSES; TRADEMARKS AND SERVICE MARKS
Venturi's proprietary technology permits it to remove virtually all of the
dirt, soils and residue from a carpet; most other methods commonly in use by
Venturi's competitors remove much less of the dirt, soils and residue.
Further,
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through use of Venturi's proprietary technology, which removes
virtually all of the fluids used in its process, carpets dry within hours of
cleaning, whereas the drying time can extend up to several days using the
methods of Venturi's competitors. Venturi has applied for two patents
relating to its equipment and technology. One relates to the use of EO water
in a carpet cleaner, and the other relates to the water heater. The United
States Patent and Trademark Office has issued a notice of allowance for the
carpet cleaner patent application.
Venturi licenses some of its technology from several sources. The raw
materials necessary for the delivery of Venturi's services are: EO water,
trucks and utility shells, and cleaning units. Venturi manufactures its own
EO water using equipment purchased from Primacide, L.C., a Nevada limited
liability company, pursuant to an Exclusive Use and Purchase Agreement.
Primacide is owned by International Acqua Chemicals L.C. and Destiny Recovery
Systems, L.C. Each of the members owns 50% of Primacide. Destiny Recovery
Systems, L.C. is a Nevada limited liability company, of which 30% is owned by
Venturi and 70% is owned by Gaylord M. Karren and John M. Hopkins, Venturi's
Chairman and Chief Executive Officer and President, respectively. Each
operating base must have a machine for the manufacture of EO water. Venturi
has in the past purchased these machines from an unrelated third party at a
cost of $6,000 per machine. Primacide has manufactured a new, more efficient
model of this machine, which will be available to Venturi at a price of $9,500
per machine. No payments have yet been made to Primacide for EO water
manufacturing machines, and Venturi expects to fund purchases from Primacide
under capital leases. Venturi expects to begin acquiring and using the new
model as soon as it is available, and to replace
the old machines as cash flow permits. Venturi does not own any patents or
other intellectual property rights related to the manufacture of EO water or
the manufacture of the machines acquired from Primacide. The Primacide
agreement grants Venturi the worldwide rights to use and exploit the EO
technology in the carpet cleaning and ventilation duct cleaning industries,
and allows Venturi to purchase its entire requirements for EO machines. The
Primacide agreement runs until May 5, 2003, but is automatically renewed on a
yearly basis thereafter. It may be terminated by either party after 120 days
written notice or after 30 days written notice if the other party fails to
comply with its terms.
Venturi is a party to a Requirements Contract with DT Enterprises, a
California proprietorship, dated February 15, 1996, pursuant to which it
purchases its requirements for the Clean Right carpet cleaning solution. The
contract has no minimum purchase requirements, and the cleaning products are
priced at DT Enterprises' current list prices. The contract runs for a period
of 10 years from its date, and may be extended for an additional term of 10
years at Venturi's option.
Venturi has contracted with Prochem, Inc., the industry's leading manufacturer
of professional carpet cleaning equipment to manufacture and assemble the
Venturi truck mount units, which employ the VenturiClean(TM) technology.
Prochem has two plants in Arizona, and has the capacity to meet Venturi's
truck production schedule for the foreseeable future. Even if this were not
the case, the items manufactured by Prochem are readily obtainable from other
sources. Prochem does not provide carpet cleaning or restoration services,
and is not a competitor of Venturi.
Venturi has applied for a patent on the heaters manufactured by T-Co
Manufacturing. The heating unit is an electronically monitored dual flow
flash heater, which permits detailed control of the water temperature,
enabling Venturi to deliver water to the carpet fibers at a constant
temperature. Venturi has applied for a patent on the unique features of the
heater.
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Venturi has filed an application to register the mark Venturi Technologies
with the United States Patent and Trademark Office, and is in the process of
applying to register the mark VenturiClean(TM). Venturi intends to apply for
trademark or service mark registration as additional terminology for its
services and products are developed.
MANUFACTURING
Venturi has no separate manufacturing facility. Rather, all of its
manufacturing is performed at its headquarters in Orem, Utah on an as-needed
basis.
CUSTOMERS
Venturi's customers consist principally of individuals located in Texas and
Utah, commercial property owners and managers, and insurance companies. No
single customer accounts for five percent (5%) or more of Venturi's sales.
The largest concentration of Venturi's customers are in Texas. Venturi has
no plans to market its services outside the United States in the foreseeable
future.
GOVERNMENT REGULATION
Venturi's present operations are not subject to special regulatory controls.
COMPETITION
In a study conducted by Combustion Resources, a Utah
limited liability company, EO water processed through the modulator box
decreased the surface tension sufficiently to permit the wand-lift system to
remove virtually all of the test stains cleaned in the study (soil and carbon
powder, and barbecue sauce and animal fat). An additional effect of the use
of the modulator box is the prevention of scale buildup and improved cleaning
performance. Further, the use of EO water showed very fast bacterial kill
rates, thereby providing a sanitizing effect.
Despite these technological improvements, Venturi remains subject to
significant competition. The carpet cleaning industry is highly fragmented,
with thousands of companies nationwide, many of which are sole
proprietorships. Venturi faces further competition in recruitment of
personnel and distributors. Some of Venturi's competitors are substantially
larger and have available considerably greater financial resources than
Venturi. Venturi's ability to remain competitive depends, in significant part,
on Venturi's ability to continue its acquisition program and to recruit and
retain personnel. Although Venturi believes its benefit and compensation
plans, and other incentive programs provide its employees with significant
earning potential, there can be no assurance that Venturi's programs for
recruitment and retention of personnel will be successful.
Venturi cannot guarantee that its competitors will not develop proprietary
systems with capabilities similar to VenturiClean(TM) without violating any of
Venturi's intellectual property rights.
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RESEARCH AND DEVELOPMENT
Venturi has expended approximately $15,000 over the last two fiscal years on
research and development activities. In 1997, Venturi commissioned an
analysis of carpet cleaning systems by Combustion Resources, a Utah limited
liability company, which produced a report on September 19, 1997, comparing
VenturiClean(TM) with the standard carpet cleaning methods described above.
The analysis was performed by Dr. L. Douglas Smoot, the past Dean of the
College of Engineering and Technology, professor of Chemical Engineering and
current Director of the Advanced Combustion Engineering Research Center
at Brigham Young University. Dr. Robison concluded that use of these
proprietry components removed over 99% of micro-organisms from carpet, thus
achieving a significant level of carpet decontamination.
There are no long term studies on the effect of prolonged exposure to EO
water. Although Venturi believes such exposure has no known side effects,
Venturi has not commissioned any study of same.
EMPLOYEES
As of September 30, 1998, Venturi had 135 full-time employees. These numbers
include personnel located at Venturi's bases in Texas and Utah, as well as
administrative personnel. Venturi considers its employee relationships to be
satisfactory. None of Venturi's employees is a member of any labor union, and
Venturi has never experienced any business interruption as a result of any
labor disputes.
FACILITIES
Venturi rents its headquarters building, located in Orem, Utah, and the
following additional facilities, which have lease terms between 6 months and
60 months, and lease payments between $675 to $4,000 for its headquarters:
PURPOSE LOCATION
Headquarters 1327 North State, Orem, Utah
Operating Base 3322 Garden Brook, Dallas, Texas
Operating Base 218 West Cottage, Sandy, Utah
Operating Base 8550 Winkler, Suite B, Houston Texas
Operating Base 350 South Beltline, Suite 101, Irving, Texas
Operating Base 5709 D 40th Street, Lubbock, Texas
Operating Base 930 North 1610 West, Orem, Utah
(Restoration)
Operating Base 2223 Handley Ederville Rd., Fort Worth, Texas
Operating Base 2763 West Avenue L, #170, Lancaster, CA
Venturi also leases mobile office space located adjacent to its headquarters
building in Orem, Utah, which house certain administrative and training
personnel. This space is leased for a term of six months, at a cost of
$1,050.00 per month.
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Venturi believes that each of its facilities is suitable for its current use.
Venturi also believes that upon expiration of the current lease terms,
alternate space would be available at reasonable cost for continuation of its
business.
In addition to these leased properties, Venturi owns two parcels in Orem, Utah
which serve as an operating base. These properties have outstanding mortgages
of $47,887 and $52,940, with monthly payments of $747 and $677, respectively.
Venturi has entered a Master Lease Agreement with Northstar Capital, LLC, to
provide funding in an amount not to exceed $3,000,000 to acquire trucks and
equipment. Pursuant to this Master Lease Agreement, Venturi has signed 4
equipment schedules having balances totaling $693,159, and
$192,371. The monthly payments on these equipment schedules is $6,695,
$4,120, $9,741 and $6,738, respectively.
Venturi also has outstanding 4 equipment schedules with Sentry Financial, with
unpaid balances totaling $163,160. These leases have monthly payments of
$2,182, $1,145, $2,280 and $5,975, respectively. The Master Lease Agreement
with Northstar Capital replaced the Sentry Financial facility.
In May of 1998, Venturi received a commitment from Capital Partners, Inc. for
lease financing in an amount of up to $3,000,000.
LEGAL PROCEEDINGS
Venturi is currently a party to a lawsuit, captioned Hal B. Phillips, Beverly
H. Phillips and Qualitek Supply, Inc. v. Venturi Technology Enterprises, Inc.,
Gaylord Karren, John Hopkins, William C. Thomas, Merrill L. Littlewood and
James A. Frame, Cause No. 98-03695, 126th District Court, Travis County, Texas.
The lawsuit arose out of the acquisition of plaintiff's business assets on
March 30, 1996, pursuant to an Asset Purchase Agreement. In approximately
August 1996, Venturi terminated its relationship with the plaintiffs and in
April 1997 filed a lawsuit in Utah State Court alleging that Hal B. Phillips,
Beverly Phillips and Qualitek Supply, Inc. made misrepresentations to Venturi
to induce Venturi to acquire the assets and had breached the Asset Purchase
Agreement, and requesting that the Asset Purchase Agreement be rescinded or
terminated. The Utah State Court action was dismissed on the grounds that the
Utah court did not have personal jurisdiction over the defendants, who were
residents of the State of Texas, and did not have sufficient contacts with the
State of Utah. On April 8, 1998, the Phillips and Qualitek filed this action
in Texas State Court alleging violations of Texas securities laws in
connection with the issuance of 100,000 shares of Venturi Common Stock in
exchange for the assets of Qualitek, as well as fraud, negligent
misrepresentation, breach of contract and conversion, and seeking damages in
the amount of $2,500,000. Venturi has filed an answer and counterclaim
asserting the same claims as in the Utah state action. A motion has been
filed to consolidate these cases. Venturi intends to vigorously defend this
lawsuit. Discovery has not yet been completed, and it is difficult to
evaluate the likelihood of an unfavorable outcome to Venturi. During
pre-litigation settlement negotiations, the plaintiffs provided Venturi with
a detailed itemization of their claimed damages in the amount of $57,000.
Therefore, Venturi believes the actual damages are substantially less than the
amount requested. As a result, Venturi believes that any damage award should
not be material; however, there can be no assurance that this will be the
case. Venturi's operations could be jeopardized to the extent a damage award
exceeded the amount of liquid assets available for payment of such award.
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MANAGEMENT
The following table sets forth certain information regarding the directors and
executive officers of Venturi.
NAME AGE POSITION
Gaylord M. Karren 50 Chairman, Chief Executive Officer,
Director
John M. Hopkins 47 President, Director
William Thomas 45 Vice President of Assimilations
Merril L. Littlewood 54 Chief Financial Officer
Joel Karren 44 Vice President of Training
Ronald M. Karren 36 Vice President of Corporate
Communications, and Secretary
James Stone 35 Vice President of Operations
TERMS OF OFFICE
The directors of Venturi hold office until the next annual meeting of
stockholders of Venturi or until their successors are elected and duly
qualified. All officers serve at the discretion of the directors.
After this offering, Venturi's board will be expanded to five members, and
Venturi will establish an audit committee and a compensation committee,
consisting of at least two independent directors. The compensation committee
will make decisions regarding salaries, incentive compensation, stock option
grants and other matters with respect to executive officers and other key
employees of Venturi.
BUSINESS EXPERIENCE
Gaylord M. Karren has served as Chairman, Chief Executive
Officer and Director since Venturi's
founding. Mr. Karren obtained his
Bachelor of Arts degree in Finance and
Banking from Brigham Young University in
1973; and his Masters Degree in Banking
from the University of Oklahoma in 1979.
Prior to founding Venturi, Mr. Karren
managed apartment complexes and
retirement homes; formed and operated oil
and gas ventures; and directed lending
operations for leading banks in Montana
and Utah.
John M. Hopkins has served as President and Director
since Venturi's founding. Prior to
forming Venturi, Mr. Hopkins was a
property manager, and co-founded an oil
drilling company. In addition, he was
active in chemical and oil sales
operations. Mr. Hopkins attended Utah
State University, with a pre-engineering
emphasis.
William Thomas has served as Vice President of Assimilations
since January 30, 1995. Mr. Thomas was the
owner and operator of T-Co Manufacturing prior
to its acquisition by Venturi. Prior to
forming T-Co Manufacturing in 1989, Mr. Thomas
operated carpet cleaning services in Garland
and Lubbock, Texas. He received his B.A. degree from
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Texas Tech University in 1974, and was enrolled in the
Texas Tech Graduate School Clinical Psychology Master/
Doctorate Program in 1976.
Merril L. Littlewood
has served as Venturi's Chief
Financial Officer since January 1,
1998. Mr. Littlewood is a certified
public accountant, and has been
associated with Potter, Littlewood & Petty, P.C.,
certified public accountants, since 1979. Prior to 1979,
he held various accounting and management positions. He
received his Bachelor of Science Degree in Accounting from
Brigham Young University in 1969.
Ronald M. Karren has served as Venturi's Vice President of
Corporate Communications since April 1,
1997, and as its corporate Secretary
since July 1, 1998. Mr. Karren graduated
from Brigham Young University in 1991,
with a Bachelor of Science Degree in
International Relations, with an emphasis
on Marketing. Prior to joining Venturi,
Mr. Karren was a project manager of a
land development project in Idaho Falls,
Idaho. Mr. Karren also founded the Great
Basin Fly & Outfitters in Provo, Utah, an
exclusive fly shop. Ron Karren is the
nephew of Gaylord Karren, Venturi's
Chairman and Chief Executive Officer.
Joel Karren is the Vice President of Training, and
was the President of Venturi's
subsidiary, T-Co Manufacturing. He was
instrumental in the design of Venturi's
first truck mount carpet cleaning units.
Mr. Karren is an expert in automotive
service, and prior to joining Venturi,
operated several successful businesses in
California and Idaho. Joel Karren is the
brother of Gaylord Karren, Venturi's
Chairman and Chief Executive Officer.
James Stone has served as Vice President of
Operations since January 4, 1998. Prior
to joining the Company, Mr. Stone was the
founder and chief operating officer of
Pro-Tech Restoration, Inc. and Stone
Flood and Fire, which was acquired by the
Company in 1996. Mr. Stone has also
founded a securities firm.
EXECUTIVE COMPENSATION
No officer has received compensation in excess of $100,000 in any
of the past three years. The following table sets forth
information as to the compensation paid or accrued to Venturi's
Chief Executive Officer and President for the three years ended
December 31, 1997. The salary column includes certain management
fees paid in lieu of wages.
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NAME/ POSITION YEAR SALARY BONUS OTHER OPTIONS
Gaylord M. Karren 1997 90,000 none none none
Chairman, Chief Executive 1996 90,000 none none none
Officer and Director 1995 57,000 none none none
John M. Hopkins 1997 90,000 none none none
President and Director 1996 90,000 none none none
1995 57,000 none none none
Venturi issued options to acquire 104,000 shares of Common Stock to Mr. Karren
and to Mr. Hopkins in May of 1998, at a strike price of $.01 per share. See
"Option Exercises and Holdings."
DIRECTORS COMPENSATION
No Compensation has been paid to any directors for service in such capacity in
the past, and no such compensation is presently payable to directors, but
directors may be reimbursed for certain expenses in connection with attendance
at Board and committee meetings. At such time as the Board of Directors
deems appropriate, the Company intends to consider adoption of an appropriate
policy to compensate non-employee directors, to attract and retain the services
of qualified non-employee directors.
COMPENSATION PURSUANT TO BENEFIT PLANS AND ARRANGEMENTS
STOCK OPTIONS
By resolution dated July 1, 1997, Venturi's Board of Directors adopted a Dual
Stock Option Plan, and reserved 2,000,000 shares of the Company's Common Stock
for issuance pursuant to the Plan. The Plan is a continuation of a similar
plan adopted by the Texas Corporation in July of 1996. Of the Common Stock
reserved for issuance pursuant to the Plan, 1,500,000 shares are allocated to
the Employee Program, and 500,000 shares are allocated to the Consultant
Program. The Employee Program is for all key employees (including employees
who are also directors of the Company or its subsidiaries). The Consultant
Program is for all consultants including directors who are not also employees
of the Company. Options granted pursuant to the Employee Program are intended
to qualify as Incentive Stock Options under Section 422 of the Internal
Revenue Code of 1986, as amended, and options granted under the Consultant
Program are intended to be Non-Statutory Stock Options. The Plan is being
administered by the entire Board. The entire Board administers the Consultant
Program. After this offering, the Company shall ensure that the committee
satisfies the requirements of Section 16 of the Exchange Act and the Code.
The administrator determines the terms of options granted under the Plan,
including the number of shares subject to the option, exercise price, term and
the rate at which the options become exercisable. The exercise price of all
Incentive Stock Options granted under the Plan must be at least equal to the
fair market value of the Common Stock of the Company on the date the option is
granted.
The options vest immediately and their term may not exceed ten years. If not
terminated earlier, the Plan will terminate on July 1, 2006. Termination will
not affect rights and obligations granted prior to termination. The
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administrator has the authority to amend or terminate the Plan so long as such
amendment or termination does not adversely affect any outstanding options.
As of September 30, 1998, 580,007 incentive stock options had been granted
under the Plan at an option price of $2.40; and 608,000 nonqualified stock
options had been granted at $.01 per share. In December, 1997, Venturi
recorded compensation expense of $1,396,000 for the difference between the
exercise price and the fair value of the underlying stock at the date of
grant (which was $3.50 per share). Venturi has not yet recorded any
compensation expense for options granted in 1998.
OPTION EXERCISES AND HOLDINGS
No stock options were exercised by the named executive officers during fiscal
1997 or as of September 30, 1998. The following table sets forth information
with respect to the aggregate number of unexercised options to purchase Common
Stock granted in all years to the named executive officers and held by them as
of September 30, 1998, and the value of unexercised in-the-money options (i.e.
options that had a positive spread between the exercise price and the public
offering price of the Common Stock) as of September 30, 1998:
Name Unexercised Options Value of Unexercised
Options (1)
Gaylord M. Karren (2) 104,000 $ 206,960
John M. Hopkins (2) 104,000 $ 206,960
Merril L. Littlewood (2) 400,000 $ 796,000
Joel Karren (3) 71,800 Not applicable
William Thomas (3) 28,500 Not applicable
James Stone (3) 2,000 Not applicable
Ronald M. Karren (3) 2,000 Not applicable
(1) Calculated using an assumed public offering price of $2.00.
(2) These options have an exercise price of $.01.
(3) These options have an exercise price of $2.40.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Gaylord M. Karren, John M. Hopkins, James A. Frame, Jason Karren, Jack Paris
and Wayne Mortensen founded Action Venturi Technologies, Inc. (the "Texas
Corporation") in August 1994 and would be considered promoters of Venturi.
In connection with the formation of Action Venturi Technologies, Inc., Gaylord
M. Karren, John M. Hopkins and James A. Frame each purchased 106,690 shares
of common stock at a price of $.22 per share, for a total of $69,164. Jason
Karren, Jack Paris and Wayne Mortensen each contributed $10,000 in cash plus
the value of past services rendered to Venturi in exchange for 40,000, 35,000
and 35,000 shares of Common Stock in September, 1994. In addition, in
consideration for past services rendered to Venturi, shares of common stock of
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that corporation were issued to Eric Dekker (45,833 shares), Joel Karren
(4,500 shares) and Dale Karren (5,000 shares). On June 30, 1997, the
foregoing persons and all other stockholders of the Texas Corporation
exchanged their Texas Corporation stock for a like amount and kind of stock
in Hi-Tek Carpet Care, Inc. A total of 2,807,714 shares of Hi-Tek Common
Stock were exchanged, including 926,250 shares held by Gaylord M. Karren,
926,250 shares held by John M. Hopkins, 120,000 shares held by James A.
Frame, 35,00 shares held by Jason Karren, 35,000 shares held by Jack Paris,
35,000 shares held by Wayne Mortensen, and 2,500 shares held by Merril L.
Littlewood.
In connection with the organization of HiTek Carpet Care, Inc. in January of
1997, the following persons purchased Common Stock at $.10 per share, for a
total consideration of $150,000: Eileen Albertson; Autumn Leaf, Inc.; Battle
of Midway Incorporated; J.C. Blanleil; Rachael A. Burton; Mary Ann Coleman;
Delta Financial Resources, Inc.; Diversified Lenders, Inc.; Gayle Dorrsey;
Ronald L. Drake; Marci Evans; Darlene Fawcett; Kris Gornichec; Emil
Gulbranson; Melville K. Gulbranson; Rebecca Gulbranson; Kerri Heavenor; Betty
Hurtado; Dixie Hutchins; Garth P. Jarman; Bryan L. Jeffery; Wydell Jeffery;
Jana Jensen; Jacob D. Klassen; Linda Klassen; John J. Kochel; Mark Larson;
Roslyn Mackay; Mary Magouirk; Renetta Mecham; MK Resources, Inc.; Tracy J.
Nelson; Suzanne Pancheri; Freddie C. Roberts, Jr.; Karen Roberts; Janis and
David R. Rowberry; Lise-Lotte Ruzicka; Nancy Smithanik; Symmetry Inc.; Jeffery
Clark Tanner; Max C. Tanner; Mont E. Tanner; Renee Tieman; C.F. Walker; Gordon
J. Weaver; Kimberly Witter; and Monica Young.
None of the persons in the immediately preceding paragraph is the beneficial
owner of 5% of Venturi's Common Stock. Venturi has not engaged in any
other transactions with the foregoing persons.
Merril L. Littlewood, the Chief Financial Officer of the Company, is also a
principal in Potter Littlewood & Petty, P.C., certified public accountants.
Potter Littlewood & Petty, P.C. has prepared Venturi's tax returns for the
years 1995, 1996, and 1997.
Venturi has outstanding loans from its executive officers and principal
stockholders. It presently owes Gaylord M. Karren $83,591; John M. Hopkins
$55,000; and James Stone $314,583. The loans from Gaylord M. Karren and John
M. Hopkins do not bear interest, are payable on demand, and have no scheduled
repayment terms with the exception of payment of $1,950 per month to Mr.
Karren to enable him to repay the source of the loan funds, a second mortgage
on his personal residence. The loans from James Stone bear interest ranging
from 8.9% to 17.11%. Monthly payments on the loans from James Stone are
$6,000.
Venturi issued 700,866 shares of Common Stock to Gaylord M. Karren and John M.
Hopkins in consideration of the assignment to Venturi of certain patent
applications and in lieu of interest on the loans referred to above. Venturi
owns 30% of Destiny Recovery Systems, a Nevada limited liability company,
of which Gaylord M. Karren and John M. Hopkins own 70%. Destiny Recovery
Systems in turn owns 50% of Primacide, L.C., a Nevada limited liability
company. No payments have been made to Primacide by Venturi; payments will
be paid in the future for the purchase of the EO water manufacturing machines.
See "Raw Materials; Patents; Licenses; Trademarks and Service Marks." Venturi
has loaned Primacide $40,024 to fund its ongoing operations. This loan bears
interest at 8% per annum, and is payable on demand at any time after March 1,
1999.
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Randy K. Johnson is Venturi's general counsel. He also served as Venturi's
corporate Secretary until July 1, 1998. Venturi has paid $38,907.25 to Mr.
Johnson or firms in which he practices for legal services rendered since
January 1, 1997. Venturi owes Mr. Johnson or firms in which he practices
$58,242 for services rendered. Venturi entered into a Consulting Agreement
with Capital Solutions, Inc., a Delaware corporation, pursuant to which CSI
has agreed to assist Venturi in locating and obtaining sources of additional
capital. In consideration for such services, Venturi paid CSI a
non-refundable, nonaccountable expense retainer of $10,000. Venturi is a
party to a financial consulting agreement with Capital Solutions of Salt Lake
City, Utah. Pursuant to his agreement, Venturi has issued 150,000 shares of
Common Stock in lieu of cash payment for consulting services rendered.
Venturi is a party to a Registration Rights Agreement with Equity Services,
Ltd. ("ESL"), dated December 31, 1997. Equity Services, Ltd. is the holder
of 10,000 shares of Venturi's issued and outstanding Series B Preferred Stock.
This stock was issued in consideration for acting as placement agent for the
Series B Preferred Stock. The Registration Rights Agreement grants ESL the
right to demand that Venturi register under the Securities Act Common Stock
issuable upon conversion of the Series B Preferred Stock. This demand right
commences June 30, 1999, and Venturi is obligated to use its best efforts to
effect such a registration. Also commencing on June 30, 1999, ESL is entitled
to participate in any registration of Common Stock initiated by Venturi.
Venturi also is a party to a Registration Rights Agreement with
Entrepreneurial Investors, Ltd. ("EIL"), dated December 31, 1997.
Entrepreneurial Investors, Ltd. is the holder of 250,000 shares of Venturi's
issued and outstanding Series B Preferred Stock. Together, ESL and EIL own
all of the issued and outstanding shares of Venturi's Series B Preferred
Stock. The Registration Rights Agreement grants EIL the right to demand that
Venturi register under the Securities Act Common Stock issuable upon
conversion of the Series B Preferred Stock. This demand right commenced
December 31, 1997, and Venturi is obligated to use its best efforts to effect
such a registration. Also commencing on December 31, 1997, EIL is entitled
to participate in any registration of Common Stock initiated by Venturi.
Venturi is a party to a Business and Financial Advisory Agreement with CDL
Capital Corp. (now known as Invest Linc Capital Corp.) (one of the holders of
the Series C Preferred Stock), pursuant to which Venturi retained CDL Capital
Corp. to serve as its financial advisor. Venturi is obligated to reimburse
CDL Capital Corp. for expenses, to pay consulting fees of $200 per hour, and
to pay asuccess fee equal to a percentage of funds raised for Venturi through
debt or equity financings. As a retainer, CDL Capital Corp. was paid a fee
of warrants to acquire 100,000 shares of Common Stock, at an exercise price of
$2.05 per share. The agreement runs for a period of one year from March 10,
1998, the date it was signed.
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information as of the date of this
Prospectus, regarding ownership of Venturi's Common Stock (i) by each person
known by Venturi to be the beneficial owner of more than 5% of Venturi's
outstanding Common Stock, (ii) by each director of Venturi, (iii) by certain
related stockholders, and (iv) by all
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executive officers and directors of
Venturi as a group. All persons named have sole voting and investment power
with respect to such shares, subject to community property laws, and except as
otherwise noted. The table includes unexercised options to acquire Common
Stock held by the persons listed. The table assumes that there are
8,209,052 shares of Common Stock beneficially owned before this offering; and
that there will be 8,959,052 shares of Common Stock beneficially owned after
this offering (being the sum of 4,676,886 shares of Common Stock outstanding
as of September 30, 1998 plus (i) the 750,000 shares offered hereby,
(ii) 400,000 shares which may be acquired at any time pursuant to options
held by Merril L. Littlewood, (iii) 250,000 shares issuable upon conversion
of 50,000 shares of Series B Preferred Stock which the Series B Preferred
Stockholders have the right to acquire at any time, (iv) 388,820 shares
issuable upon exercise of warrants held by North Star Capital, L.L.C., and
(v) 1,203,252 shares issuable upon conversion of 1,203,252 shares of Series C
Preferred Stock which the Series C Preferred Stockholders or their affiliates
have the right to acquire at any time).
Percentage Beneficially Owned
Before Offering/After Offering (2)
Stockholder Name (1) # of Shares Owned
5%STOCKHOLDERS
Gaylord M. Karren 1,225,515 14.9% 13.6%
John M. Hopkins 1,225,515 14.9% 13.6%
Merril L. Littlewood (3) 402,734 4.9% 4.5%
DIRECTORS AND OFFICERS
Gaylord M. Karren 1,225,515 14.9% 13.6%
John M. Hopkins 1,225,515 14.9% 13.6%
William Thomas 89,618 1.1% 1.0%
Merril L. Littlewood (3) 402,734 4.9% 4.5%
Joel Karren 72,381 0.9% 0.9%
Ronald M. Karren 29,069 0.4% 0.3%
James Stone 27,383 0.3% 0.3%
All executive officers and
directors as a group
(seven persons) 3,072,215 37.4% 34.3%
Beneficial Stockholders
Entrepreneurial Investors,
Ltd. (4) 1,250,000 15.25% 14.0%
Invest Linc Emerging
Growth Equity Fund I,
L.L.C. (5) 1,609,756 19.6% 18.0%
(1) See table under "Management of Venturi" for offices and directorships
held by the persons listed hereunder. (2) Assumes issuance of all shares of
Common Stock offered hereby. (3) Includes 400,000 shares of Common Stock for
which Mr. Littlewood holds options, and 2,734 shares owned outright.
(4) Series B Preferred Stockholders. Entrepreneurial Investors, Ltd. is
a Bahamas investment company, of which Robert E. Cordes is the sole director.
As such, Mr. Cordes has the power to vote and direct the dispositions of the
Series B Preferred Stock held by Entrepreneurial Investors, Ltd. The
stock of Entrepreneurial Investors, Ltd. is widely held entirely by European
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investors. See "Description of Securities--Preferred Stock."
(5) Series C Preferred Stockholders. Includes options to acquire 1,203,252
shares of Series C Preferred Stock which is convertible into Common Stock
on a share for share basis. Invest Linc Emerging Growth Equity Fund I, L.L.C.
is a Nevada limited liablity company whose manager is InvestLince Advisors
Corp., a Nevada corporation. The Board of Directors of Invest Linc Advisors
Corp., has the power to vote and direct the disposition of the Series C
Preferred Stock held by Invest Linc Emerging Growth Equity Fund I, L.L.C.
The Series C Preferred Stock has no voting rights. The Board of Directors of
Invest Linc Advisors Corp. is comprised of Dr. William H. Davidson, Kirby D.
Cochran and Roger P. Lund. See "Description of Securities--Preferred Stock."
DESCRIPTION OF SECURITIES
The following description is a summary and is qualified in its entirety by the
provisions of Venturi's Articles of Incorporation and Bylaws, copies of which
have been filed as exhibits to the Registration Statement of which this
Prospectus is a part.
COMMON STOCK
GENERAL. Venturi is authorized to issue 20,000,000 shares of Common Stock,
$.001 par value per share. At September 30, 1998, there were 4,676,886 shares
issued and outstanding. All shares of Common Stock outstanding are validly
issued, fully paid and non-assessable. There are presently outstanding
warrants to acquire 680,269 shares of Common Stock.
VOTING RIGHTS. Each share of Common Stock entitles the holder thereof to one
vote, either in person or by proxy, at meetings of stockholders. The holders
are not permitted to vote their shares cumulatively. Accordingly, the holders
of Common Stock holding, in the aggregate, more than 50% of the total voting
rights can elect all of the directors of Venturi.
DIVIDEND POLICY. All shares of Common Stock are entitled to participate
ratably in dividends when and as declared by Venturi's Board of Directors out
of the funds legally available therefore and subject to the rights, if any, of
the holders of outstanding shares of preferred stock. Any such dividends may
be paid in cash, property or additional shares of Common Stock. Venturi has
not paid any dividends on its Common Stock since its inception and presently
anticipates that all earnings, if any, will be retained for development of
Venturi's business and that no dividends on the Common Stock will be declared
in the foreseeable future. Any future dividends will be subject to the
discretion of Venturi's Board of Directors and will depend upon, among other
things, future earnings, the operating and financial condition of Venturi, its
capital requirements, general business conditions and other pertinent facts.
Therefore, there can be no assurance that any dividends on the Common Stock
will be paid in the future.
MISCELLANEOUS RIGHTS AND PROVISIONS. Holders of Common Stock have no
preemptive or other subscription rights, conversion rights, and the common
stock is not subject to any redemption or sinking fund provisions. In the
event of the dissolution, whether voluntary or involuntary, of Venturi, each
share of Common Stock is entitled to share ratably in any assets available for
distribution to holders of the equity of Venturi after satisfaction of all
liabilities and payment of the applicable liquidation preference of any
outstanding shares of Preferred Stock.
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CERTAIN PROVISIONS OF NEVADA LAW AND OF VENTURI'S ARTICLES OF INCORPORATION
AND BYLAWS. Venturi's Articles of Incorporation and Bylaws require Venturi to
indemnify its directors and officers to the fullest extent permitted by Nevada
law. Nevada law presently provides that in the case of a nonderivative action
(that is, an action other than by or in the right of a corporation to procure
a judgment in its own favor), a corporation has the power to indemnify any
person who was or is a party or is threatened to be made a party to any
proceeding by reason of the fact that the person is or was an agent of the
corporation, against expenses, judgments, fines, settlements and other amounts
actually and reasonably incurred in connection with the proceeding if that
person acted in good faith and in a manner the person reasonably believed to
be in the best interests of the corporation and, in the case of a criminal
proceeding, had no reasonable cause to believe that the conduct of the person
was unlawful. The termination of any proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent
does not, of itself, create a presumption that the person did not act in good
faith and in a manner that the person reasonably believed to be in the best
interests of the corporation or that the person had reasonable cause to
believe that the person's conduct was unlawful.
With respect to derivative actions, Nevada law provides that a corporation
has the power to indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action by or in the
right of the corporation to procure a judgment in its favor by reason of the
fact that the person is or was an agent of the corporation, against expenses
actually and reasonably incurred by that person in connection with the defense
or settlement of the action if the person acted in good faith, in a
manner the person believed to be in the best interests of the corporation and
its stockholders. Indemnification is not permitted to be made in respect of
any claim, issue, or matter as to which the person shall have been adjudged
to be liable to the corporation in the performance of that person's duty to
the corporation and its stockholders, unless and only to the extent that the
court in which the proceeding is or was pending determines that, in view of
all the circumstances of the case, the person is fairly and reasonably
entitled to indemnity for expenses, and then only to the extent that the
court shall determine.
Venturi does not maintain director and officer liability insurance.
TRANSFER AGENT. Zions Bank, has been appointed the transfer agent for the
Common Stock and Preferred Stock, and can be reached at Main Street & South
Temple, 3rd Floor, Salt Lake City, Utah 84111, Attention: Shelene Brown.
PREFERRED STOCK
Venturi's Articles of Incorporation authorize the issuance of up to 5,000,000
shares of Preferred Stock with a par value of $.001 per share. The Articles
provide that such Preferred Stock may contain special preferences as
determined by the Board of Directors of Venturi, including, but not limited
to, the bearing of interest and convertibility into shares of Common Stock.
Venturi's Board has created three series of Preferred Stock, 10% Cumulative
Convertible Series A Preferred Stock, 6% Cumulative Convertible Series B
Preferred Stock, and 6% Cumulative Convertible Series C Preferred Stock. In
connection with the preparation of this offering, Venturi became aware of a
possible ambiguity in the language in its Articles of Incorporation dealing
with the authority of the Board of Directors to create separate series of
Preferred Stock. The relevant language in the Articles of Incorporation
provides that the Preferred Stock may contain special preferences as
determined by the Board of Directors. Section 78.195 of the Nevada General
Corporation Law provides that the Articles of Incorporation may
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vest in the
Board of Directors the authority to prescribe the classes, series and number
of each class or series of stock. To clarify this ambiguity, Venturi has
amended its Articles of Incorporation to specifically provide that the Board
of Directors has the authority to prescribe classes, series and number of
shares of each class or series of Preferred Stock and the voting powers,
designations, preferences, limitations, restrictions and relative rights of
each class or series of Preferred Stock. This amendment to the Articles of
Incorporation was ratified by a majority of Venturi's stockholders. Venturi's
management believes that all shares of Series A, B and C Preferred Stock have
been duly authorized, and are validly issued and outstanding.
SERIES A PREFERRED. Venturi authorized the issuance of up to 150,000 shares
of Series A Preferred Stock, by resolution dated December 24, 1997, although
the exchange of the Series A Preferred for the Series A Preferred of the Texas
Corporation was approved June 30, 1997. As of September 30, 1998, there were
64,410 shares of Series A Preferred Stock outstanding. The Series A Preferred
Stock is entitled to receive, when and as declared by the Board, out of funds
legally available for the payment of dividends, cumulative quarterly cash
dividends at the annual rate of $1.00 per share, in preference to and in
priority over any dividends with respect to the Common Stock. Dividends on
the Series A Preferred Stock accumulate from and including their original
issue date and are payable on the tenth day after the end of each calendar
quarter. In the event funds are not legally available to pay such dividends
in cash, such dividends shall, at the option
of Venturi, cumulate and be paid in cash at such time as funds are then
legally available to pay such dividends, or be paid in shares of Venturi's
Common Stock valued at the greater of $10.00 per share or 90% of the then
market value of Venturi's Common Stock if such Common Stock is then traded on
a national exchange. As long as shares of the Series A Preferred Stock are
outstanding, if Venturi is in default or in arrears in respect to the payment
of dividends on the Series A Preferred Stock or any stock subsequently issued
that is of equal priority to the Series A Preferred Stock, or with respect to
the optional redemption with respect to the Series A Preferred Stock or any
parity stock, Venturi may not declare, pay or set apart any funds for the
payment of dividends, redemption, repurchase, retirement or sinking fund
payments on any of the Common Stock.
In the event of any liquidation, dissolution or winding up of Venturi, either
voluntary or involuntary, the holders of the Series A Preferred Stock shall be
entitled to receive, after all debts are paid, out of the assets of Venturi,
the sum of $10.00 per share plus an amount equal to all accumulated and unpaid
dividends thereon to the date fixed for liquidation, dissolution or winding
up, before any payment may be made or any assets distributed to the holders of
Common Stock. If, upon any such liquidation, dissolution or winding up of
Venturi, the assets to be distributed among the holders of the Series A
Preferred Stock are insufficient to permit the payment to such holders of the
full amount of the liquidation preference, then the entire assets of Venturi
legally available for distribution shall be distributed with equal priority
and pro rata among the holders of the Series A Preferred Stock, the Series B
Preferred Stock and the Series C Preferred Stock in proportion to the numbers
of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred
Stock held by them. After payment of the full $10.00 liquidation preference
plus any accumulated and unpaid dividends, the holders of the Series A
Preferred Stock will not share in any other assets of Venturi distributed to
holders of equity securities.
Venturi has the option to call the Series A Preferred Stock for redemption at
any time. The price paid to the holders of the Series A Preferred Stock by
Venturi for any such redemption shall equal $11.00 per share plus any accrued
or unpaid dividends to the date of the call for redemption. Such redemption
price shall, at the option of the holder
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of the shares, either be paid in cash or in Common Stock at a conversion
rate of 1.093585771 shares of Common Stock for each share of
Series A Preferred Stock.
The holders of the Series A Preferred Stock have the right to convert any or
all of such shares into shares of Common Stock at a conversion ratio of
1.093585771 shares of Common Stock for each share of Series A Preferred Stock.
The conversion option may be exercised at any time, except that if the Series
A Preferred Stock is called for redemption, the conversion rights pertaining
thereto terminate at the close of business on the date fixed for redemption
unless Venturi defaults on the payment of the redemption price plus
accumulated and unpaid dividends. All shares of Series A Preferred Stock
shall automatically be converted into shares of Common Stock at a conversion
ratio of 1.09358571 shares of Common Stock for one share of Series A Preferred
Stock prior to the consummation of a firmly underwritten public offering of
Venturi's Common Stock.
Venturi is required to reserve and keep available out of its authorized but
unissued shares of Common Stock such number of shares of Common Stock as shall
be sufficient to effect the conversion of all then outstanding shares of the
Series A Preferred Stock. The holders of the Series A Preferred Stock have
no demand registration rights. Holders of Series A Preferred Stock, voting
as a class, are entitled to piggyback registration rights with respect to any
securities registration undertaken by Venturi, subject to the right of Venturi
to reduce the number of shares, including to zero, which are proposed to be
registered on behalf of holders of the Series A Preferred Stock pro rata in
view of market conditions.
Each holder of Series A Preferred Stock is entitled to the number of votes
equal to the number of shares of Common Stock into which such shares of Series
A Preferred Stock are convertible (without regard to any fractional shares
issuable upon such conversion), and they are entitled to vote on all matters
on which the Common Stock is entitled to vote, unless otherwise required by
applicable law or in cases where the rights and privileges of the Common
Stockholders may be altered or diminished. The holders of the
Series A Preferred Stock are entitled to notice of stockholders meetings
in accordance with Venturi's bylaws.
Without the prior consent of a majority of the total number of shares of the
Series A Preferred Stock and Common Stock then outstanding, Venturi may not
(a) alter or change the rights, preferences or privileges of the Series A
Preferred Stock materially or adversely; or (b) increase the authorized number
of shares of Series A Preferred Stock; or (c) create any new class of shares
having rights, preferences or privileges senior to the Series A Preferred
Stock holders as to dividend rights, redemption rights or liquidation rights.
SERIES B PREFERRED. Venturi authorized the issuance of up to 315,000 shares
of Series B Preferred Stock by resolution dated December 24, 1997. As of
September 30, 1998, there were 260,000 shares of Series B Preferred Stock
outstanding. The Series B Preferred Stock is entitled to receive cumulative
quarterly stock dividends at the annual rate of 6% per annum, payable by
issuance of shares of Venturi's Common Stock, based on the thirty (30) day
average closing bid price of the Common Stock prior to the dividend date. If
there is no trading in the Common Stock for thirty (30) days prior to the
dividend date, the dividend shall be calculated using a value of the Common
Stock of $5.00 per share. As of September 30, 1998, no shares of Common Stock
had been issued to the holders of the Series B Preferred Stock as dividends.
As long as shares of the Series B Preferred Stock are outstanding, if Venturi
is in default or in arrears in respect to the payment of dividends on the
Series B Preferred Stock or any stock subsequently issued that is of equal
priority to the Series B Preferred Stock, Venturi may not declare, pay or set
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<PAGE>
apart any funds for the payment of dividends, redemption, repurchase,
retirement or sinking fund payments on any of the Common Stock. The Series
B Preferred Stock has equal priority with the Series A Preferred Stock and
the Series C Preferred Stock with respect to the payment of dividends.
In the event of any liquidation, dissolution or winding up of Venturi, either
voluntary or involuntary, the holders of the Series B Preferred Stock shall be
entitled to receive, after all debts are paid, out of the assets of Venturi,
the sum of $10.00 per share plus an amount equal to all accumulated and unpaid
stock dividends thereon to the date fixed for liquidation, dissolution or
winding up, before any payment may be made or any assets distributed to the
holders of Common Stock. If, upon any such liquidation, dissolution or
winding up of Venturi, the assets to be distributed among the holders of the
Series B Preferred Stock are insufficient to permit the payment to such holders
of the full amount of the liquidation preference, then the entire assets of
Venturi legally available for distribution shall be distributed with equal
priority and pro rata among the holders of the Series A, B and C Preferred
Stock in proportion to the numbers of Preferred Stock held by them. After
payment of the full $10.00 liquidation preference plus any accumulated and
unpaid dividends, the holders of the Series B Preferred Stock will not share
in any other assets of Venturi distributed to holders of equity securities.
The holders of the Series B Preferred Stock have the right to convert any or
all of such shares into shares of Common Stock at a conversion ratio of 5
shares of Common Stock for each share of Series B Preferred Stock, adjusted to
take into account any unpaid dividends.
Venturi is required to reserve and keep available out of its authorized but
unissued shares of Common Stock such number of shares of Common Stock as shall
be sufficient to effect the conversion of all then outstanding shares of the
Series B Preferred Stock. Holders of Series B Preferred Stock have no voting
rights, except that for a period of five (5) years from the original issue
date or December 31, 1997, the holders of the Series B Preferred Stock have
the right to designate one member of the Board of Directors, and Venturi
agrees to cause such designee to be elected to the Board. The holders of the
Series B Preferred Stock have not exercised such designation right.
Without the prior consent of a majority of the total number of shares of the
Series B Preferred Stock and Common Stock then outstanding, Venturi may not
(a) alter or change the rights, preferences or privileges of the Series B
Preferred Stock materially or adversely; or (b) increase the authorized
number of shares of Series B Preferred Stock; or (c) create any new class of
shares having rights, preferences or privileges senior to the Series B
Preferred Stock holders as to dividend rights, redemption rights or
liquidation rights.
SERIES C PREFERRED. Venturi authorized the issuance of up to 1,000,000 shares
of Series C Preferred Stock by resolution dated July 28, 1998. There were
406,504 shares of Series C Preferred Stock outstanding as of September 30,
1998. The Series C Preferred Stock was created for issuance pursuant to a
Stock Purchase Agreement dated as of April 10, 1998, between Venturi and
CDL Capital Corp. (now known as Invest Linc Capital Corp., a Nevada
corporation) and CDL Emerging Growth Equity Fund I, L.L.C. (now known as
Invest Linc Emerging Growth Equity Fund I, L.L.C., a Nevada limited liability
company) (the "Fund"). These entities paid $2.05 per share for the Series
C Preferred Stock. The Fund initially purchased 121,951 shares of Series C
Preferred Stock, and was granted an option to acquire up to 414,634
additional shares of Series C Preferred Stock before December 31, 1998; and an
option to acquire an additional 536,585 shares of the Series C Preferred
Stock within
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the next 5 years. For every two shares of Series C Preferred Stock purchased
by the Fund, CDL Capital Corp. has a warrant to acquire one share of Common
Stock at a price of $2.05 per share.
The Series C Preferred Stock is entitled to receive, when and as declared
by the Board of Directors, out of funds legally available for the payment of
dividends, cumulative quarterly cash dividends at the annual rate of 6% per
annum, payable quarterly in cash or in the equivalent number of shares of
Common Stock, at the rate of $2.05 per share.
Venturi is required to reserve and keep available out of its authorized but
unissued shares of Common Stock such number of shares of Common Stock as shall
be sufficient to effect the conversion of all then outstanding shares of the
Series C Preferred Stock. The Series C Preferred Stock is convertible into
Common Stock of Venturi on a share for share basis, at any time. The holders
of the Series C Preferred Stock have the right to piggyback on any
registration of Company Common Stock. Holders of Series C Preferred Stock
have no voting rights.
Without the prior consent of a majority of the total number of shares of the
Series C Preferred Stock and Common Stock then outstanding, Venturi may not
(a) alter or change the rights, preferences or privileges of the Series C
Preferred Stock materially or adversely; or (b) increase the authorized
number of shares of Series C Preferred Stock; or (c) create any new class of
shares having rights, preferences or privileges senior to the Series C
Preferred Stock as to dividend rights, redemption rights or liquidation
rights.
DIVIDENDS ON PREFERRED STOCK. There is presently a dividend accumulation of
$43,817 with respect to the Series A Preferred Stock, and stock dividends of
21,732 shares of Common Stock, with respect to the Series B Preferred Stock.
SHARES ELIGIBLE FOR FUTURE SALE
Upon completion of the offer and sale of the shares offered hereby, Venturi
will have outstanding 5,426,886 shares of Common Stock. All shares of Common
Stock sold in this offering will be freely tradable without restrictions
under the Securities Act.
Of the 4,676,886 shares of Common Stock currently outstanding, all but 476,000
are "restricted securities" within the meaning of Rule 144 promulgated under
the Securities Act, and may not be sold except in compliance with the
registration requirements of the Securities Act or an applicable exemption
under the Securities Act, including an exemption pursuant to Rule 144
thereunder. The Common Stock held by Gaylord M. Karren and John M. Hopkins is
subject to a Lockup Agreement dated December 31, 1997, pursuant to which these
stockholders agree not to sell any of their Common Stock prior to May 31,
1999, unless the Common Stock trades at an average price of $10.00 per share
for 30 days on daily trading volume of at least 15,000 shares. In that case,
up to 1,000 shares of Common Stock may be released from the restriction per
week. As noted above, the Series C Preferred Stockholders have signed a
Lockup Agreement, in which they have agreed not to sell the Common Stock
received in this offering until May 31, 1999, except for Common Stock that may
be released if the Common Stock trades at an average price of $10.00 per share
for 30 days on daily trading volume of at least 15,000 shares.
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In general, under Rule 144 as currently in effect, any affiliate of Venturi
and any person (or persons whose sales are aggregated) who has beneficially
owned his or her restricted shares for at least one year, is entitled to sell
in the open market within any three-month period a number of shares of Common
Stock that does not exceed the greater of (i) 1% of the then outstanding
shares of Venturi's common stock, or (ii) the average weekly trading volume in
the Common Stock during the four calendar weeks preceding such sale. Sales
under Rule 144 are also subject to certain limitations on manner of sale,
notice requirements, and availability of current public information about
Venturi. Non-affiliates of Venturi who have held their restricted
shares for two years are entitled to sell their shares under Rule 144
without regard to any of the above limitations, provided they
have not been affiliates for the three months preceding such sale.
Further, Rule 144A as currently in effect, in general, permits unlimited
resales of certain restricted securities of any issuer provided that the
purchaser is an institution that owns and invests on a discretionary basis at
least $100 million in securities or is a registered broker-dealer that owns
and invests $10 million in securities. Rule 144A allows the existing
stockholders of Venturi to sell their shares of Common Stock to such
institutions and registered broker-dealers without regard to any volume or
other restrictions. Unlike under Rule 144, restricted securities sold
under Rule 144A to nonaffiliates do not lose their status as restricted
securities.
As a result of the provisions of Rule 144, all of the restricted securities
could be available for sale in the public market beginning 90 days after the
date of this Prospectus.
Prior to this offering, no active market for Venturi's securities has
existed, although the Common Stock is quoted on the OTC Bulletin Board.
Following this offering, no predictions can be made of the effect, if any, of
future public sales of restricted securities or the availability of restricted
securities for sale in the public market. Moreover, Venturi cannot predict the
number of shares of Common Stock that may be sold in the future pursuant to
Rule 144 because such sales will depend on, among other factors, the market
price of the Common Stock and the individual circumstances of the holders
thereof. The availability for sale of substantial amounts of Common Stock
under Rule 144 could adversely affect prevailing market prices for Venturi's
securities.
PLAN OF DISTRIBUTION
Venturi is offering to sell, on a best efforts, no minimum, basis, up to
750,000 newly issued shares of its Common Stock at $2.00 per share.
This offering is being made directly by Venturi through written announcements,
under the direction of Gaylord M. Karren, Venturi's Chairman and CEO.
Venturi will publish announcements of this offering, and will mail copies of
the announcement to its stockholders, customers and inquirers. The
announcements will provide the very limited information permitted under
applicable securities laws and will give Venturi's telephone number, mailing
address and e-mail address for requesting this Prospectus. Similar
announcements will be published in other selected media and mailed to other
selected individuals. Assistance in connection with this offering will be
available from Gaylord M. Karren, CEO of Venturi; and from Joe Fox, Venturi's
Stockholder Relations Coordinator.
No compensation related to sales of shares will be paid to any employees of
Venturi.
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Only residents of those states in which the Common Stock offered hereby has
been qualified for sale under applicable securities or Blue Sky laws may
purchase shares in this offering.
Shares may be purchased by mailing or delivering a check for the purchase
price to Venturi, at its headquarters in Orem, Utah. Within 10 days after its
receipt of a check for the purchase price, Venturi will send a written
confirmation to notify the subscriber of the extent, if any, to which such
subscription has been accepted by Venturi.
This offering will begin on the date of this Prospectus and continue
until either all of the Common Stock has been sold or Venturi
terminates this offering.
AVAILABLE INFORMATION
Venturi Technologies, Inc., a Nevada corporation (the "Company") has filed
with the Commission a Registration Statement on Form SB-2 (Registration No.
333-60491) under the Securities Act for the registration of the shares of
Common Stock offered hereby. This Prospectus omits certain of the information
contained in the Registration Statement, and reference is hereby made to the
Registration Statement and exhibits and schedules thereto for further
information with respect to Venturi and the securities to which this
Prospectus relates. Statements made herein concerning the provisions of any
document are not necessarily complete and, in each instance, reference is
made to the copy of such document filed as an exhibit to the Registration
Statement. Each such statement is qualified in its entirety by such reference.
Items of information omitted from this Prospectus but contained in the
Registration Statement may be inspected without charge at the Public Reference
Room of the Commission, 450 Fifth Street, N.W., Judiciary Plaza, Washington,
D.C. 20549, at prescribed rates.
Upon consummation of this offering of the Common Stock, Venturi will become
subject to the informational requirements of the Securities Exchange Act of
1934, as amended, and in accordance therewith will file reports and other
information with the Commission. Such reports and other information can be
inspected at the public reference facilities maintained by the Commission at
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at the
Commission's New York Regional Office, 26 Federal Plaza, New York, New York
10007, and its Chicago Regional Office, Everett McKinley Dirksen Building,
219 South Dearborn Street, Room 1204, Chicago, Illinois 60604. Copies of such
material can be obtained from the Public Reference Section of the Commission,
Washington, D.C. 20549, at prescribed rates. The Commission also makes
electronic filings publicly available on the Internet within 24 hours of
acceptance. The Commission's Internet address is http://www.sec.gov. The
Commission web site also contains reports, proxy and information
statements, and other information regarding registrants that file
electronically with the Commission.
Venturi intends to deliver annual reports to the holders of its securities
which will contain, among other information, audited financial statements
examined and reported upon by its independent certified public accountants.
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Index to Financial Statements
1. Venturi Technologies, Inc.
Unaudited Comparative Balance Sheet
As of September 30, 1998. . . . . . . . . . . . . . . . . . . .F-2
2. Venturi Technologies, Inc.
Comparative Statement of Operations
Nine Months Ended September 30, 1998. . . . . . . . . . . . .F-4
3. Venturi Technologies, Inc.
Comparative Statement of Cash Flows
Nine Months Ended September 30, 1999. . . . . . . . . . . . . .F-5
4. Venturi Technologies, Inc.
Notes to Financial Statements
For Nine Months Ended September 30, 1998. . . . . . . . . . . .F-6
5. Venturi Technologies, Inc.
Audited Consolidated Financial Statements
Years Ended December 31, 1997 and 1996
with Report of Independent Auditors. . . . . . . . . . . . . .F-8
F-1
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Venturi Technoliges, Inc.
Unaudited Comparative Balance Sheet
As of September 30, 1998
As of 9/30/97 As of 9/30/98
Current Assets
Cash $ - $ -
Accounts Receivable (net of allowance) 227,237 640,342
Deposits - 85,347
Notes Receivables - 52,024
Total Current Assets 227,237 855,968
Fixed Assets:
Machinery & Equipment 387,156 523,610
Capital Leased Equipment 355,072 1,644,528
Furniture 9,907
Computer Equipment 36,279 72,154
Vehicles 414,962 876,977
Building 283,000 139,000
Land 20,000 20,000
Accumulated Depreciation (509,843) (1,168,513)
Fixed Assets (net) 968,626 2,117,663
Other Assets:
Capital Lease Costs 421,632
Other Assets 73,079 43,854
Total Assets $ 1,286,942 $ 3,439,117
Current Liabilities:
Accounts Payable 308,307 947,499
Bank Overdraft 147
Accrued Liabilites 135,512 439,032
Total Current Liabilities 443,966 1,386,531
Notes Payable 1,052,010 2,774,322
Total Liabilities 1,495,976 4,160,853
See notes to financial statements
F-2
<PAGE>
Equity:
Commom Stock 4,454 4,677
Preferred Stock 269 731
Additional Paid in Capital 1,964,815 6,400,946
Warrants Outstanding 477,292
Retained Earnings (2,178,572) (7,605,382)
Total Equity (209,034) (721,736)
See notes to financial statements
F-3
<PAGE>
Venturi Technologies, Inc.
Comparative Statement of Operations
Nine months ended September 30, 1997
Nine Months Ended Nine Months Ended
September 30, 1997 September 30, 1998
Revenues:
Carpet cleaning $ 901,287 $ 2,652,539
Damage restoration 616,397 646,403
Other income 22,996 55,353
Total Revenue 1,542,680 3,354,295
Cost of Goods Sold:
Carpet cleaning costs 405,579 1,216,143
Damage restoration costs 216,438 224,694
Total Cost of Goods 622,017 1,440,837
Gross Profit 920,663 1,913,458
Expenses:
Advertising 114,680 297,206
Other selling, general &
administrative 1,542,420 3,668,175
Depreciation expense 137,453 308,714
Interest 29,248 185,553
Total Expenses 1,823,801 4,459,648
Net Loss $ (903,138) $(2,546,190)
See notes to financial statements
F-4
<PAGE>
Venturi Technologies, Inc.
Comparative Statement of Cash Flows
Nine Months Ended 9/30/98
Nine Months Ended Nine Months Ended
CASH FLOW FROM OPERATING ACTIVITIES:
Net Loss $ (903,138) $ (2,546,190)
Adjustments to reconcile net loss
to net cash used in operating
activities:
Accounts receivable (144,245) (568,714)
Other current assets (29,395) (119,114)
Depreciation & amortization 117,453 378,988
Other assets 4,878 14,614
Stock issued in leu of payment for service 96,657
Accounts payable & accrued liabilities 26,608 707,772
NET CASH USED IN OPERATING ACTIVITIES (869,049) (2,035,987)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets (299,873) (1,867,101)
NET CASH USED IN INVESTING ACTIVITIES (299,873) (1,867,101)
CASH FLOW FROM FINANCING ACTIVITIES:
Notes payable (260,185) (1,302,629)
Proceeding from stock sale 1,424,779 2,671,335
NET CASH PROVIDED BY FINANCING ACTIVITIES 1,164,594 3,973,964
NET INCREASE (DECREASE)IN CASH (4,328) 70,876
CASH AT BEGINNING OF PERIOD 4,181 7,379
CASH AT END OF PERIOD 147 78,255
See notes to financial statements
F-5
<PAGE>
Venturi Technologies, Inc.
Notes to Financial Statements
For Nine Months Ended September 30, 1998
1. The accompanying interim financial statements for the nine month period
ended September 30 1998 were prepared in comformity with generally accepted
accounting principles. All normal and recurring adjustments, together with
all extraordinary material adjustments, have been made to present fairly,
in management's opinion, the financial affairs of the company. Nevertheless,
these statements are interim and unaudited and may not be indicative of a full
year. Management has reviewed and adopted those accounting principles
contained in Financial Accounting Standards Board Statements 130 and 131. No
material adjustments to financial statements were required as a consequence
thereof. Accordingly, in this and in all other respects, management believes
the accompanying financial statements present fairly, in all material
respects, the financial statements present fairly, in all material respects,
the financial condition of the company as of September 30, 1998.
2. Four small carpet cleaning companies were acquired by Venturi during the
nine months ending September 30, 1998. The pooling of interests method of
accounting was used in each case. One company was also acquired subsequent
to September 30, 1998. The following schedule displays information required
by APB 16 about each transaction. The accrual accounting method has been
applied for each entity. No extraordinary events occurred during 1998 in
any of the acquired companies. No treasury stock was acquired. None of the
companies previously had conducted business with each other. All the acquired
companies and Venturi continue in the carpet cleaning business. All companies
had reporting periods ending December 31 as does Venturi.
Protech Complete All Valley Dirt Free Total
Carpet Care
Total Assets
(Net of $95,994 $47,216 $ 25,143 $129,172 $297,525
Depreciation)
No. of Shares 4,000 7,500 5,000 52,632 69,132
Net Income
(Loss) $14,714 $48,662 $ 41,694 $ 80,694 $185,764
Investment
from Venturi $5,600 $14,000 $ 8,400 $ 2,800 $ 30,800
Acquisition
Date 3/31/98 4/30/98 07/03/98 08/14/98
Location Salt Lake Dallas, TX Lancaster, CA Houston, TX
City, UT
F-6
<PAGE>
Venturi Technologies, Inc.
Notes to Financial Statements
For Nine Months Ended September 30, 1998
Acquisitions subsequent to 9/30/98:
Disaster Plus
Total Assets
(Net of depreciation) $111,289
No. of Shares 4,000
Net Income (Loss) $ 66,574
Investment from Venturi (approx.)
Acquisition Date 10/05/98
Location Orem, UT
3. 31,896 shares of stock were issued in lieu of payment for financial
consulting services during 1998.
F-7
<PAGE>
VENTURI TECHNOLOGIES, INC.
AUDITED CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1997 AND 1996
WITH REPORT OF INDEPENDENT AUDITORS
See notes to financial statements
F-8
<PAGE>
VENTURI TECHNOLOGIES, INC.
CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1997 AND 1996
CONTENTS
Report of Independent Auditors . . . . . . . . . . . . . . . . .1
Audited Consolidated Financial Statements
Consolidated Balance Sheets. . . . . . . . . . . . . . . . . . .2
Consolidated Statements of Operations. . . . . . . . . . . . . .3
Consolidated Statements of Stockholders' Equity (Deficit). . . .4
Consolidated Statements of Cash Flows. . . . . . . . . . . . . .5
Notes to Consolidated Financial Statements . . . . . . . . . . .6
F-9
<PAGE>
CHILD & COMPANY
A Professional Corporation of CERTIFIED PUBLIC ACCOUNTANTS
265 EAST 100 SOUTH, SUITE 300, SALT LAKE CITY, UT 84111
PHONE: (801) 534-0774
FAX: (801) 359-2320
INDEPENDENT AUDITORS' REPORT
Shareholders and Officers
Venturi Technologies, Inc.
We have audited the accompanying consolidated balance sheets of
Venturi Technologies, Inc. as of December 31, 1997 and 1996, and
the related consolidated statements of operations, stockholders'
equity and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audits 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 audits
provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial
position of Venturi Technologies, Inc. as of December 31, 1997 and
1996, and the consolidated results of its operations and its cash
flows for the years then ended in conformity with generally
accepted accounting principles.
/s/ Child & Company
Salt Lake City, Utah
May 19, 1998
F-10
<PAGE>
VENTURI TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEETS
December 31
1997 1996
ASSETS (Restated - Note J)
Current assets
Cash and cash equivalents - Note C $7,379 $ 4,181
Accounts receivable, net of
allowance of $27,000 in 1997 and 1996 71,628 82,992
Other current assets 18,257 4,063
Total current assets 97,264 91,236
Fixed assets
Capital lease equipment 352,161 170,476
Machinery and equipment 336,019 340,066
Computer and office equipment 46,911 14,150
Automobiles and trucks 454,484 368,904
Buildings 209,500 283,000
Land 20,000 20,000
Total fixed assets 1,419,075 1,196,596
Less accumulated depreciation 579,912 392,390
Net fixed assets 839,163 804,206
Other assets
Unamortized debt issue costs,
net of accumulated amortization
of $38,978 and $19,489 58,468 77,957
Total assets $ 994,895 $ 973,399
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
Accounts payable $ 351,890 $ 216,397
Checks drawn in excess of bank balance 28,950 20,696
Accrued liabilities 297,919 154,786
Bank line-of-credit - Note B 29,804 29,199
Notes payable to stockholders - Note B 157,851 33,275
Current portion long term debt and
capital leases 370,855 229,387
Notes payable to employees - Note B - 8,800
Total current liabilities 1,237,269 692,540
Long-term liabilities - Note C
Notes payable - stockholders 443,359 461,292
Capital lease obligations 170,108 117,335
Notes payable to banks and
vehicle finance companies 247,668 310,201
Notes payable - other 52,049 122,706
Total long-term liabilities 913,184 1,011,534
Commitments and contingencies - Note I - -
Stockholders' equity (deficit) - Note D
Preferred stock, -Series A & B, $.001 par
value, cumulative, convertible, 5,000,000
shares authorized, 269,410 and 39,560
shares issued and outstanding 269 39
Common stock, $.001 par value, 20,000,000
shares authorized, 4,455,121 and
2,582,618 shares issued and
outstanding 4,454 2,582
Additional Paid-in capital 4,511,690 851,412
Retained earnings (deficit) (4,801,971) (1,584,708)
Preferred stock subscription receivable (870,000) -
Total stockholders' equity (deficit) (1,155,558) (730,675)
Total liabilities and stockholders'
equity (deficit) $ 994,895 $ 973,399
See notes to financial statements
F-11
<PAGE>
VENTURI TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
Year ended December 31
1997 1996
Revenues: (Restated - Note J)
Carpet cleaning $1,058,033 $ 674,750
Damage restoration revenues 1,102,529 1,323,585
2,160,562 1,998,335
Expenses:
Carpet cleaning costs 322,004 339,859
Damage restoration costs 600,766 657,359
Advertising 117,231 71,054
Other selling, general & administrative 3,946,426 1,978,007
Depreciation expense 215,503 139,665
Interest 121,085 89,708
Total expenses 5,323,015 3,275,652
Net (loss) from continuing operations
before income tax benefit (3,162,453) (1,277,317)
Income tax expense benefit - continuing
operations - 66,537
Net (loss) from continuing operations (3,162,453) (1,210,780)
Net income from discontinued
operations (less applicable
income taxes of $14,346) - Note F - 62,408
Net (loss) $(3,162,453) $(1,148,372)
Per share amounts (basic and diluted):
Net loss from continuing operations $ (.79) $ (.52)
Net income from discontinued operations $ - $ .03
Net (loss) $ (.79) $ (.49)
Shares used in computing per share amounts 4,068,784 2,341,962
See notes to financial statements
F-12
<PAGE>
VENTURI TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
<TABLE>
<CAPTION>
Preferred Stock Preferred Stock Additional Retained
Common Stock (Series A & B) Subscription Paid-in Earnings
Shares Amount Shares Amount Receivable Capital (deficit) Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balances at
January 1, 1996 1,818,583 $1,818 - $ - $ - $229,821 $(426,446) (194,807)
Common stock issued
for cash 63,169 63 - - - 129,285 - 129,348
Common stock issued
in lieu of interest 700,866 701 - - - 96,745 - 97,446
Preferred stock issued
for cash - - 38,850 38 - 388,462 - 388,500
Preferred stock issued
for services - - 710 1 - 7,099 - 7,100
Preferred stock dividends
paid or accrued - - - - - - (9,890) (9,890)
Net loss - - - - - - (1,148,372) (1,148,372)
Balances at
January 1, 1997 2,582,618 2,582 39,560 39 - 851,412 (1,584,708) (730,675)
Common stock issued
for cash 1,830,268 1,830 - - - 839,114 - 840,944
Compensatory stock
options issued at less
than fair value - Note D - - - - - 1,396,000 - 1,396,000
Common stock issued
in lieu of wages and
rent, etc. 42,235 42 - - - 151,894 - 151,936
Preferred stock issued
for cash - - 198,850 199 (870,000) 1,118,301 - 248,500
Preferred stock issued
for services and fees - - 31,000 31 - 154,969 - 155,000
Preferred stock dividends
paid or accrued - - - - - - (54,810) (54,810)
Net loss - - - - - - (3,162,453) (3,162,453)
Balances at
December 31, 1997 4,455,121 $ 4,454 269,410 $ 269 $ (70,000) $4,511,690 $ (4,801,971)$(1,155,558)
</TABLE> See notes to financial statements
F-13
<PAGE>
VENTURI TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year ended December 31
1997 1996
CASH FLOWS FROM OPERATING ACTIVITIES (Restated - Note J)
Net loss $ (3,162,453) $ (1,148,372)
Adjustments to reconcile net loss
to net cash used in operating
activities:
Provision for losses on accounts
receivable - 87,000
Provision for write-down of other
assets - 58,442
Gain on disposal of property (82,228) -
Preferred stock issued for services
and fees 155,000 -
Common stock issued in lieu of wages
and rent 151,936 -
Compensatory options 1,396,000 -
Depreciation and amortization 215,503 153,165
Changes in operating assets and
liabilities:
Accounts receivable 11,364 (40,019)
Other current assets (14,194) (3,423)
Accounts payable and accrued
liabilities 260,710 269,588
Debt service costs 19,489 19,489
Checks drawn in excess of bank balance 8,254 20,696
Deferred taxes - (49,843)
NET CASH USED IN OPERATING ACTIVITIES (1,040,619) (633,277)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of equipment and other fixed assets (81,499) (35,229)
NET CASH USED IN INVESTING ACTIVITIES (81,499) (35,229)
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds form bank line-of-credit 605 -
Proceeds from notes payable and capital
lease obligations 228 69,291
Proceeds from notes payable to stockholders 261,105 154,975
Payments on notes payable and capital lease
obligations (146,485) (123,916)
Payments on notes payable to stockholders (33,887) (10,512)
Payments on notes payable to employees (8,800) -
Issuances of common stock for cash 840,944 129,347
Issuances of preferred stock for cash 248,500 395,600
Payment of cash dividends on preferred stock (36,893) (938)
NET CASH PROVIDED BY FINANCING ACTIVITIES 1,125,317 602,856
NET INCREASE (DECREASE) IN CASH 3,198 (54,659)
Cash at Beginning of Year 4,181 58,840
CASH AT END OF YEAR $ 7,379 $ 4,181
SUPPLEMENTAL DISCLOSURES
Schedule of non-cash investing and
financing activities:
Issuance of common stock representing
unamortized debt issuance costs $ - $ 77,957
Notes payable and capital lease
obligations entered into to acquire
equipment and other fixed assets $ 221,746 $ 264,999
Preferred stock dividends accrued but
not paid $ 17,917 $ 8,952
Reduction of notes payable via sale
of property $ 140,000 $ -
Subscription receivable $ 870,000 $ -
Cash interest paid $ 103,150 $ 70,001
See notes to financial statements
F-13
<PAGE>
VENTURI TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997
A. Summary of Significant Accounting Policies and Business Activity
The summary of significant accounting policies of Venturi Technologies,
Inc. (the Company) is presented to assist in understanding the Company's
financial statements. The financial statements and notes are
representations of the Company's management, which is responsible for
their integrity and objectivity. These accounting policies conform to
generally accepted accounting principles and have been consistently
applied in the preparation of the financial statements.
BUSINESS ACTIVITY
Venturi Technologies, Inc. (the Company, formerly HiTek Carpet Care, Inc.)
was formed on January 30, 1997 in Nevada for the purpose of acquiring
carpet cleaning and damage restoration service companies. The formation
was effected with the issuance of 1,500,000 shares of common stock for
$150,000. On June 30, 1997, the Company entered into a stock-for-stock
agreement and plan of reorganization between HiTek Carpet Care, Inc.
(HiTek) and Action Venturi Technologies, Inc., a Texas corporation
(Venturi). The combined company's business purpose is to provide carpet
cleaning services for residential, commercial and multi-family locations
throughout the U.S., and to manufacture carpet cleaning equipment and
chemicals. Pursuant to the stock-for-stock exchange agreement, HiTek
issued 2,807,714 additional shares of its common stock in exchange for all
outstanding common shares of Venturi. Also, as part of the exchange,
HiTek issued 64,410 shares of its Series A preferred, $.001 par value, 10%
cumulative, convertible, and voting stock for all 64,410 shares of Venturi
preferred, no par value cumulative convertible non-voting stock. As a
result of the exchange, the former Venturi shareholders attained ownership
and voting control over the combined entity equal to approximately 66% and
Venturi became a wholly-owned subsidiary of HiTek. Accordingly, the
combination has been accounted for as a reverse stock-for-stock
acquisition under the purchase method of accounting. Substantially all of
the business activities and purposes of Venturi will continue. Concurrent
with the exchange, HiTek changed its name to Venturi Technologies, Inc.
Prior to June 30, 1997, the only transactions of HiTek have been related
to organizational and start up activities and only immaterial liabilities
existed. Accordingly, the financial statements present the historical
financial position and results of operations and retained earnings of
Venturi and no goodwill has been recorded. In what is regarded as a
recapitalization, the historical stockholders equity of Venturi has been
retroactively restated for the equivalent number of shares received in the
exchange after giving effect to differences in par value. Costs
associated with the business combination have been charged to operations
of the combined entity (Venturi Technologies, Inc.).
Venturi was organized and began business in 1992. Prior to the
acquisition, Venturi had obtained its growth through a series of mergers
with companies engaged in substantially the same business. Accordingly,
the Company's consolidated financial statements include not only those of
HiTek but also the operations of the combined entities. All inter-
company transactions have been eliminated in consolidation.
The names of the entities combined with Venturi and a brief description
of each follows:
F-15
<PAGE>
VENTURI TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997
A. Summary of Significant Accounting Policies and Business Activity
(continued)
T-Co Carpet Cleaning and T-Co Heating Systems - a carpet cleaning
business and manufacturer of heaters used in carpet cleaning
equipment. The acquisition took place in 1996.
Protech, Inc. (Stone Maintenance) - a carpet cleaning and flood
damage restoration business, acquired in December, 1996.
Preferred Carpet Care - a carpet cleaning business, acquired in
March, 1996.
Dependable Carpet Cleaning - another carpet cleaning business
acquired in January, 1996.
A total of 232,706 shares of $.001 par value common stock have been issued
in connection with the combinations.
Results of operations of the previously separate enterprises for the
period prior to the mergers are summarized as follows:
Revenues $ 864,198
Net Loss $ 108,165
These mergers have been treated as pooling-of-interest business
combinations wherein the operating results of each combined entity have
been included in the financial statements as though the enterprises had
been combined as of the beginning of each year. The combined enterprise
has recorded assets and liabilities in conformity with generally accepted
accounting principles. Expenses related to the mergers have been deducted
from resulting net income.
There were no adjustments to net assets of any of the combined enterprises
to comply with or adopt the same accounting principles or the same fiscal
years. Under the pooling-of-interests method of accounting the retained
earning accounts of all enterprises have been combined.
REVENUE RECOGNITION
The Company records revenues as services are performed and as the customer
is billed or payment received.
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid short-term investments with a
maturity of three months or less to be cash equivalents.
FIXED ASSETS
Depreciable fixed assets are stated at cost and depreciated using the
straight-line method based on estimated useful lives. Amortization of
assets under capital leases has been included in depreciation expense.
F-16
<PAGE>
VENTURI TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997
A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BUSINESS ACTIVITY
(CONTINUED)
ESTIMATES
The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts of assets and liabilities as well as
footnote disclosures included in the financial statements. Significant
estimates relating to debt issuance costs (see note D), allowances for
bad debts, income taxes (see note G), and compensatory stock options (see
Note D) have been included in the financial statements. Actual amounts
could differ from those reported.
ADVERTISING COSTS
The Company expenses the costs of advertising as incurred. Advertising
expenses aggregated $117,231 in 1997, and $71,054 in 1996.
TAXES BASES ON INCOME
Deferred taxes are provided for items recognized in different periods for
financial and tax reporting purposes in accordance with Financial
Accounting Standards Board Statement No. 109, Accounting for Income Taxes.
NET LOSS PER SHARE
Net loss per share is computed using the weighted average number of common
share outstanding during the period presented.
In February 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No 128, Earnings Per
Share. The Statement simplifies the standards for computing earnings per
share ("EPS"), and requires the presentation of both basic and diluted EPS
on the face of the statement of earnings with supplementary disclosures.
SFAS 128 is effective for financial statements issued for periods ending
after December 15, 1997. The Company has adopted the provisions of SFAS
no. 128 in its 1997 and 1996 financial statements. A reconciliation of
factors entering into the computation of basic versus diluted earnings
per-share is not necessary due to the anti-dilutive effect of any
potential common shares on net loss per share.
LONG-LIVED ASSETS
In 1996, the Company adopted SFAS 121, Accounting for the impairment of
Long-Lived Assets and of Long-Lived Assets to be Disposed Of, which
requires impairment losses to be recorded on long-lived assets used in
operations or that are expected to be generated by those assets are less
than the carrying value of the assets. There were no impairment losses
recorded in 1997 or 1996 as the result of adopting SFAS 121.
STOCK OPTIONS
In October 1995, the FASB issued SFAS 123, Accounting for Stock-Based
Compensation. As permitted by SFAS 123, the Company has elected to follow
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued
to Employees", and related Interpretations ("APB 25"), in accounting for
stock-based awards to employees, and has made any proforma disclosures
required by SFAS 123. Under APB 25, the Company has recorded compensation
expense with respect to the issuance of certain compensatory non-qualified
options (see Note D). In addition, the Company has made certain other
disclosures under SFAS 123 regarding pro-forma net loss and net loss per
share amounts using the fair value method of valuing compensatory stock
options.
F-17
<PAGE>
VENTURI TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997
A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BUSINESS ACTIVITY
(CONTINUED)
RECENTLY ISSUED PRONOUNCEMENTS
In June 1997, the FASB issued SFAS 130, Reporting Comprehensive Income.
The Statement establishes standards for reporting and display of
comprehensive income and its components in a full set of general-purpose
financial statements. SFAS 130 is effective for fiscal years beginning
after December 15, 1997. The Company will adopt SFAS 130 during the first
quarter of 1998, and does not expect the impact to be material.
In June 1997, the FASB issued SFAS 131, Disclosures about Segments of an
Enterprise and Related Information. The Statement requires public
business enterprises to report certain information about operation of
segments in complete sets of financial statements of the enterprise and in
condensed financial statements of interim periods issued to shareholders.
It also requires that public business enterprises report certain
information about their products and services, the geographic areas in
which they operate, and their major customers. SFAS 131 will be effective
for fiscal years beginning after December 15, 1997. The Company will
adopt SFAS 131 in 1998.
CREDIT RISK
The Company's customers include individuals and companies that may be
affected by changing economic conditions.
The Company "sells" its accounts receivable to a factoring company which
pays up to 80% of current receivables immediately and retains 16% of all
current receivables sold in reserve against future bad debts. The
factoring company charges a fee of 4% to 8% of receivables submitted. The
Company may be at risk for receivables that have been sold but not yet
collected by the factoring company. At December 31, 1997 and 1996, this
totaled approximately $98,101 and $58,586 (net of reserve), respectively.
RECLASSIFICATION
Certain 1996 amounts have been reclassified to conform with the 1997
presentation.
B. NOTES PAYABLE
Short-term notes payable and the carrying value of collateral at December
31, 1997 and 1996 is as follows:
F-18
<PAGE>
VENTURI TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997
<TABLE>
<CAPTION>
Net Carrying Value Note Balance at Note Balance at
of Collateral December 31, 1997 December 31, 1996
<S> <C> <C> <C>
Notes payable to shareholders,
no stated interest due on
demand, unsecured $ - $ 157,851 $ 33,275
Notes payable to employees,
non-interest bearing,
due on demand, unsecured - - 8,800
Bank revolving line-of-credit,
$30,000 limit, at 11%
interest annually for
working capital - 29,804 29,199
$ 0 187,655 $ 71,274
C. LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS
Net Carrying Value Note Balance at Note Balance at
of Collateral December 31, 1997 December 31, 1996
Notes payable to shareholders, (Restated - Note J)
interest from 8.91% to
17.11%, monthly payments of
$231 to $2,500 and balloon
payments due of $24,013 to
$75,000 in 1998, unsecured,
due dates - 1998 through
2027. $ - $ 590,418 $ 487,775
Notes payable to banks, interest
ranging from 9.25% to 12.40%,
due dates ranging from 1998 to
2006, monthly payments ranging
from $170 to $1,834 with a
balloon payment due in 1998
($51,134), secured by vehicles,
equipment and real estate. 703,061 138,162 230,305
Notes payable to vehicle finance
companies, interest ranging
from 3.9% to 16% per annum,
payments from $264 to $851 per
month, due from 1999 to 2002. 84,409 82,783 75,835
Notes payable to individuals,
interest at 12% per annum,
payment at $677 per month,
due 2011, collateralized by
real estate. 56,095 53,797 125,327
Note payable to bank, guaranteed
by the Small Business Administration,
11.25% per annum, monthly payments
of $1,298, collateralized by all
buildings and equipment of Protech,
Inc., due 2112. 206,453 112,850 149,458
Capital lease obligations, for
vehicles
F-19
<PAGE>
VENTURI TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997
effective interest of 12%
to 25.92% per annum,
monthly payments of $72 to
$5,975, lease terms of 24
to 39 months, ending in 2000
(Note I) 296,436 306,029 172,221
$ 1,346,454 1,284,039 1,240,921
Less current portion 370,855 229,387
$ 913,184 1,011,534
</TABLE>
Future minimum lease payments of capital lease obligations for the five
years succeeding December 31, 1997 are as follows:
1998 199,806
1999 117,478
2000 5,610
322,894
Less amounts representing interest 16,865
Principal payments $ 306,029
Maturities of long-term debt (excluding capital leases) for the five years
succeeding December 31, 1997 are $422,589 in 1998, $125,028 in 1999,
$80,061 in 2000, $61,665 in 2001 $57,679 in 2002 and $418,645, thereafter.
D. SHAREHOLDERS' EQUITY
The Company has issued 700,866 shares of its common stock to two of its
key officers in lieu of interest for two loans with the Company totaling
$154,975 (see note C). The loans have no stated term but are expected to
be repaid within five years. The Company has recorded debt issue costs
totaling $97,446 in 1996 related to the issuance equal to the value of the
shares issued in lieu of interest. The average issuance price of shares
issued through the date of the loans was used in the computation of the
value of the shares issued. Unamortized debt issuance costs are amortized
over the remaining five years, assuming an interest rate of 12.25% per
annum.
As of December 31, 1997, the Company had issued a total of 42,235 shares
in lieu of wages and rent valued at $152,000 which has been charged to
operations.
F-20
<PAGE>
VENTURI TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997
D. SHAREHOLDERS' EQUITY (CONTINUED)
The Company has reserved 1,500,000 shares of common stock for adoption of
an incentive stock option plan for its employees. The options vest
immediately and expire within 10 years of the date of grant (2006). As of
December 31, 1997, and 1996, 470,007 options had been granted under this
plan at an option price of $2.40 per share. The Company has reserved
500,000 shares of common stock for the adoption of a non-qualified stock
option plan. In July, 1997, 400,000 non-qualified compensatory options
were granted under this plan, with immediate vesting, exercisable for up
to ten years, at $.01 per share. Accordingly, the Company recorded
compensation expense of $1,396,000 for the difference between the strike
price and the fair value of the underlying stock ($3.50 per share) at the
date of grant using the intrinsic value based method of accounting
prescribed by APB opinion No. 25, and as permitted under SFAS statement
123 - Accounting for Stock Based Compensation.
As permitted by SFAS 123, the Company used the Black-Scholls method of
computing the fair value of options at the date of grant. Accordingly,
pro-forma amounts using the fair value method of reporting compensatory
options are the same as reported under APB opinion No. 25. The weighted
average risk-free interest rate used to estimate the fair value was 5.59%,
with no expected dividends.
In 1996, the Company had granted 83,333 warrants for the purchase of
common stock to an equipment lessor at an exercise price of $2.40 per
share as part of its lease agreement. These warrants may be exercised
within one year from the date of first funding and expire in 2006. No
services were rendered as consideration for these warrants. In addition,
the Company has issued warrants for the purchase of 5,000 shares of common
stock to a soliciting dealer in consideration for services rendered in
connection with the offering of Series A Preferred Stock outlined below.
The warrants entitle the holder to acquire common stock for $5.00 per
share exercisable before June, 2002. The value of these warrants at the
date of grant was estimated to be approximately $2,400.
On June 30, 1997, the Company commenced a private placement offering for
142,857 shares of common stock at $3.50 per share. That offering expired
on December 31, 1997. Under the terms of that offering, each share was
entitled to a warrant for the purchase of one share of common stock at
$6.00 per share, exercisable before July, 2000. At December 31, 1997,
124,407 warrants were granted under that offering.
As of December 31, 1997, the Company had issued 64,410 shares of 10%,
$.001 par value, cumulative, convertible Series A Preferred Stock as part
of a 150,000 share offering at $10.00 per share. The preferred shares are
convertible at any time to common stock at a rate of one to 1.093585771.
The preferred shares carry voting rights. The shares carry liquidation
preferences at $10.00 per share plus an amount equal to all accumulated
and unpaid dividends. The Company has the option to call the Series A
Preferred Stock for redemption at any time. The price to the holders of
the Series A Preferred Stock by Venturi for any such redemption shall
equal $11.00 per share plus any accrued or unpaid dividends to the date of
the call for redemption. Such redemption price shall, at the option of
the holder of the shares, either be paid in cash or in common stock at a
conversion rate of 1.093585771 of common stock for each share of Series A
Preferred Stock. Holders of the Series A Preferred Stock are entitled to
receive, when declared by the Board of Directors, cumulative cash
dividends of $1.00 per share annually, in priority to common stock
dividends. As of December 31, 1997, the Company had paid $36,892 in
preferred dividends and was obligated for $17,918 in preferred dividends
in arrears, representing a total of $54,810 in preferred dividends
declared in 1997. The Company declared a total of $9,890 in preferred
dividends in 1996. Accordingly, these amounts were used in arriving at
income available to common shareholders in computing earnings per share.
The Company has
F-21
<PAGE>
VENTURI TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997
D. SHAREHOLDERS' EQUITY (CONTINUED)
the option to call the Series A Preferred Stock for redemption at any time
at a redemption price of $11.00 per share plus any unpaid dividends. The
redemption may be paid in cash or converted to common stock at a
conversion rate of one share of common stock for each share of preferred
stock, at the option of the holder. Each share of preferred stock
includes a warrant to acquire one share of common stock for $5.00
exercisable before June, 2002. In December 1997, the Company commenced a
private placement of 300,000 shares of 6% Series B, cumulative,
convertible Preferred Stock (315,000 shares authorized) to Entrepreneurial
Investors, Ltd. The placement is to occur in three phases as follows:
Phase I for 200,000 shares at $5.00 per share on or before December
31, 1997.
Phase II for 50,000 shares at $20.00 per share or before March 31,
1998.
Phase III for 50,000 shares at $20.00 per share on or before
June 30, 1998.
The shares have a cumulative dividend of 6% per annum, payable on a
quarterly basis with shares of common stock based on the 30 day average
closing bid price of the common stock prior to the dividend
date. As of December 31, 1997, the Company had not paid and was not
obligated for any Series B preferred dividends. Each share of preferred
stock is convertible into five shares of common stock. The shares carry
liquidation preferences of $10.00 per share plus all accumulated and
unpaid dividends. Prior to December 31, 1997, the Company had issued
200,000 shares under Phase I of the agreement for $1,000,000. Under a
subscription agreement, the Company received $870,000 of the proceeds
shortly after year-end with the remaining $130,000 used to pay
commissions to Equity Services, Ltd (ESL) for commissions, legal fees
and expenses. These costs have been included in general and
administrative expenses in 1997.
Concurrent with each phase of that offering, the Company is obligated to
issue 5,000 additional shares at $5.00 per share to ESL as additional
payment of fees and expenses. At December 31, 1997, 5000 shares were
issued to ESL for these services which have been charged to operations.
As part of that offering, the Company has agreed to grant to ESL, 50,000
options to acquire common stock upon the completion of each phase of that
offering at an option price of $3.00 per share.
The Company has not declared, nor paid any common stock dividends for 1997
or 1996. The options, warrants, and convertible preferred stock
instruments mentioned above are all securities potentially dilutive in
future periods and were not included in the computation of earnings per
share in 1997 and 1996 because they are considered anti-dilutive in
periods when the Company reports losses from continuing operations.
Subsequent to year-end, the Company has commenced additional placements of
common and preferred stock bearing warrants and options (see Note H).
F-22
<PAGE>
VENTURI TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997
E. RELATED PARTY TRANSACTIONS
The Company has entered into several notes payable with officers and
shareholders of the Company. The amounts and terms of these notes are
disclosed in Note C.
At December 31, 1997 and 1996, the Company had accrued management fees to
certain officers and shareholders of the Company of $54,952 and $5,000
respectively. The Company paid management fees of $137,048 in 1997 and
$263,000 in 1996 to these officers or to entities owned principally by
them. These fees were for services rendered by the officers in lieu of
wages and, in some cases, the fees were paid to the same officers owed
under notes payable outlined in Note C.
In 1997, the Company paid $39,628 in fees to an accounting firm which is
owned by an officer and shareholder of the Company.
The Company issued 14,285 common shares in 1996, together with warrants to
purchase additional common shares (see Note D), to the Company's primary
equipment lessor for $25,000 as part of a lease agreement between the
parties. The Company also paid rent in 1997 of $24,500 with 7,000 shares
of the Company's common stock. This shareholder was paid a total of
$48,000 in cash and common stock in 1997 for facilities used by the
Company. In 1997, the Company paid $3,400 in commissions to a shareholder
who brokered a significant vehicle lease agreement for the Company. The
Company also paid $15,000 to a shareholder for a research study of the
Company's carpet cleaning solution.
During 1997, the Company's president opened a personal checking account
which was used to pay certain business expenses of the Company. Some
company funds were deposited into this account to cover these expenses.
As of December 31, 1997, the Company was owed approximately $18,000 from
its president for excess funds deposited into the account.
F. DISCONTINUED OPERATIONS
In January, 1996, the Company acquired the net assets of Dependable
Janitorial and those of Dependable Carpet Cleaning by issuing 137,499
shares of its common stock. Late in 1996, the Company sold back the net
assets of Dependable Janitorial in return for the recision of 91,666
shares. No gain or loss was recorded on the transaction as the value of
the shares rescinded approximated the original acquisition value of the
shares issued for Dependable Janitorial.
The operating results of the discontinued operations are as follows:
Revenues $ 230,790
Expenses, including depreciation
expense of $13,500 154,036
Net income before taxes 76,754
Income taxes 14,346
Net income $ 62,408
After the sale, the Company retained the assets of Dependable Carpet
Cleaning, which include vehicles and some computer equipment. The income
from discontinued operations as disclosed on the statement of operations
F-23
<PAGE>
VENTURI TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997
F. DISCONTINUED OPERATIONS (CONTINUED)
represents all of the income earned from operations in 1996 by the Company
related to the operations of Dependable Janitorial.
G. INCOME TAXES
The Company recognizes the tax effects of transactions in the year in
which such transactions enter into the determination of net income,
regardless of when reported for tax purposes. Deferred taxes are provided
in the financial statements to give effect to the resulting temporary
differences which arise primarily for differences in accounting methods,
the basis of fixed assets, and depreciation methods based on the income
taxes expected to be payable in future years. Tax credits (if any) are
accounted for by the flow-through method as a reduction of the current
income tax provision.
There was no significant provision for federal or state income taxes for
1997 as the Company has incurred operating losses and there can be no
assurance that the Company will realize the benefit of the resulting net
operating loss carryforwards.
Income tax expense (benefit) for 1996 consists of:
Current Deferred Total
From continuing operations:
Federal $ (16,694) $ (49,843) $ (66,537)
State 0 0 0
From discontinued operations:
Federal 14,346 0 14,346
State 0 0 0
Total $ (2,348) $ (49,843) $ (52,191)
Components of deferred tax expense (benefit) consists of:
Year Ended December 31
1997 1996
Depreciation differences $ (10,061) $ 17,397
Cash to accrual adjustments (63,099) (34,989)
Stock based compensation (488,600) -
Net operating loss (862,409) (318,361)
Valuation allowance 1,424,170 286,110
Net deferred tax benefit $ 0 $ (49,843)
F-24
<PAGE>
VENTURI TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997
G. INCOME TAXES (CONTINUED)
Reconciliation of taxes at the federal statutory rate to income tax
benefit:
Year Ended December 31
1997 1996
Tax benefit computed at the federal
income tax rate of 35% $ (1,106,859) $ (416,350)
Losses of enterprises passed through
to shareholders in periods prior
to combination - 76,999
Other (31,650) 1,050
Increase valuation allowance 1,138,509 286,110
Net benefit $ 0 $ (52,191)
The Company has adopted the provisions of Financial Accounting Statement
No. 109, "Accounting for Income Taxes." Under Statement 109, the liability
method is used in accounting for income taxes. Under this method,
deferred tax assets and liabilities are determined based on differences
between the financial operating and tax bases of assets and liabilities
and are measured using the enacted marginal tax rates and laws that will
be in effect when the differences are expected to reverse.
Due to the uncertainties surrounding the timing of realizing the benefits
of its favorable tax attributes in future tax returns, the Company has
placed a valuation allowance against its otherwise recognizable deferred
tax assets. The valuation allowance increased by approximately $1,138,000
during the year ended December 31, 1997 and by approximately $286,000
during the year ended December 31, 1996. The increase in the valuation
allowance is due to the increase in the net operating loss carry forward.
The 1996 current tax benefit results from the carry-back to prior years
income taxes of the net operating loss created in 1996. Future net
operating loss carry-forwards may be limited by the provisions of IRC
Section 382, which potentially limits the use of net operating losses
after a significant change in ownership of an entity occurs.
Current tax expense for 1996 does not include the tax effects of the
Protech, Inc. (Stone Maintenance) profit or loss, which was an S-
Corporation through the date of its combination with the Company.
Accordingly, taxable income prior to this date will be taxed to the former
shareholders of Protech, Inc. Net operating loss carryforwards of
$2,464,026 will expire in 2011 and 2012.
H. SUBSEQUENT EVENTS
In February, 1998 the Company entered into lease financing agreement for
the financing of trucks and carpet cleaning equipment in an amount of up
to $3,000,000. The lease financing is scheduled to occur in three phases
dependent upon the successful completion of each phase of the Series B
preferred stock placement mentioned in note D. Each phase of the funding
will consist of $1,000,000 to be paid in stages. The first phase was
completed as of April 15, 1998. The Company has granted warrants under
the agreement for the purchase of common shares equal to 6.25% of the fully
diluted shares of common stock outstanding exercisable within ten years at
a strike price of $.50 per share.
F-25
<PAGE>
VENTURI TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997
H. SUBSEQUENT EVENTS (CONTINUED)
Shortly after year end, the Company received $870,000 for the issuance of
200,000 shares of Preferred Stock in 1997 under a subscription arrangement
(see Note D). Under phase two of the Series B preferred stock agreement
(see Note D), the Company has issued 50,000 shares of preferred stock
since December 31, 1997 for $20.00 per share and an additional 5,000
shares of preferred stock at $5.00 per share to ESL for commission fees
and services. Concurrent with the completion of phase two of the
agreement, the Company has granted another 50,000 options for the purchase
of common stock exercisable within five years for $3.00 per share. Phase
three of the agreement is expected to take place prior to June 30, 1998
which will involve the issuance of another 50,000 shares for $20.00 per
share, and the grant of another 50,000 options exercisable for five years
at a strike price of $3.00 per share.
Effective January 15, 1998, the Company commenced a private placement
offering of up to 178,572 shares at $3.50 per share for total proceeds of
$625,000. Each share of common stock purchased under the placement will
be accompanied by a warrant to purchase an additional share of common
stock for $6.00 per share exercisable before July 1, 2001. To date, the
Company has issued 50,000 shares for $175,000 under the placement.
On March 31, 1998, the Company issued 4,000 shares of common stock in
exchange for the net assets of Protech Carpet Cleaning (not Protech,
Inc.), another carpet cleaning business located in Riverton, Utah.
On April 30, 1998, the Company issued 7,500 shares of common stock in
exchange for the net assets of Complete Carpet Service located in Dallas,
Texas. Both acquisitions were made pursuant to the Company's strategy of
growth through acquisition. It is anticipated that these acquisitions
will be accounted for under the pooling of interest method of accounting.
Pro forma net loss for 1997 and 1996 as if these mergers had occurred at
January 1, 1996 is $3,091,127 and $1,099,186, respectively.
The Company was obligated to authorize the issuance of 1,000,000 shares of
6% Cumulative, Convertible Non-Voting Series C Preferred Stock at a
purchase price of $2.05 per share under a stock purchase agreement dated
April 10, 1998. Under the agreement, the Company has granted options for
the purchase of additional shares exercisable within five years from the
date of closing. For every two shares of Series C Preferred Stock
purchased, the Series C Preferred Shareholders received one warrant to
acquire common stock at a price of $2.05 per share.
The Company has also issued 150,000 shares of common stock in lieu of cash
for consulting services rendered in 1998.
F-26
<PAGE>
VENTURI TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997
I. LEASE COMMITMENTS AND CONTINGENCIES
The Company leases vehicles, which are recorded in the financial
statements as capitalized leases (see Note C). Total amortization of
leased vehicles included in depreciation expense is $73,583 for 1997 and
$15,263 for 1996.
The Company also leases office space and certain equipment under
cancelable and non-cancelable lease arrangements accounted for as
operating leases. Rent expense under these leases was $83,820 in 1997 and
$71,357 in 1996. Future minimum payments under non-cancelable lease
arrangements for the next five years are as follows: $90,360 in 1998,
$57,300 in 1999, $49,350 in 2000, and $12,000 in 2001.
The Company is currently defending a lawsuit brought by owners of a once
prospective merger candidate. The plaintiffs are asserting damages of
$2,500,000 for violation of Texas Securities laws. As of the date of this
report, the Company has not answered the plaintiff's complaint, but
intends to do so and to vigorously pursue a counterclaim against the
plaintiff for misrepresentations made to induce the Company to acquire the
plaintiffs company. Both the Company's management and its legal counsel
believe the plaintiff will not recover a material judgement against the
Company.
J. RESTATEMENT OF 1996 FINANCIAL STATEMENTS AND PRIOR PERIOD ADJUSTMENTS
In 1996, the Company acquired the net assets of Protech, Inc. (Stone
Maintenance) under a business combination accounted for as a pooling of
interests. The Company issued common stock for the common shares of
Protech and included the assets, liabilities and historical operations of
Protech in its combined audited financial statements for the year ended
December 31, 1996. Subsequent to December 31, 1996, the Company concluded
that several debt instruments owing to the former owner of Protech were
inadvertently excluded from the 1996 balance sheet. The loans dated back
to 1994 and earlier years when Protech was using personal debt of the
former owner to fund operations. The Company did not adjust the number of
shares given in the exchange and equivalent shares received did not
change. However, the Company did agree to acquire the additional
liabilities as an adjustment to the value of shares given in the exchange.
Beginning 1996 retained earnings has been restated to reflect the loans by
$326,799. In addition, 1996 net loss has been increased by $10,991 to
restate 1996 revenues for immaterial loan proceeds originally accounted
for on Protech's financial statements as revenues.
F-27
<PAGE>
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN
OFFER TO BUY, BY ANY PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON MAKING SUCH OFFER
OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THE INFORMATION IN THIS PROSPECTUS IS CORRECT
AS OF ANY TIME SUBSEQUENT TO THE DATE OF THIS PROSPECTUS.
TABLE OF CONTENTS
Prospectus Summary.
Risk Factors.
Use of Proceeds
Dividend Policy
Dilution.
Capitalization.
Selected Financial Data
Management's Discussion and Analysis of Financial Condition
and Results of Operations
Business of Venturi
Management.
Principal Stockholders.
Description of Securities
Shares Eligible for Future Sale
Plan of Distribution.
Available Information
Index to Financial Statements . . . . . . . F-1
UNTIL FEBRUARY 23, 1999 (90 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL
DEALERS EFFECTING TRANSACTIONS IN THE REGISTERED SECURITIES, WHETHER OR
NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A
PROSPECTUS. THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A
PROSPECTUS WHEN ACTING AS UNDERWRITERS.
[COMPANY LOGO]
750,000 SHARES OF COMMON STOCK
PROSPECTUS
November 25, 1998
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Articles of Incorporation and the Bylaws of the Registrant contain
provisions providing for the indemnification by the Registrant of all past
and present directors, officers, employees or agents of the Registrant.
Such parties are indemnified from and against any and all liability and
expense that may be imposed upon or incurred by such person in connection
with or resulting from any claim, action, suit, or proceeding, civil or
criminal, in which the person has become involved, as a party or
otherwise, by reason of being or having been a director, officer or
employee of the corporation, whether or not the person continues to be
such at the time of such liability or expense shall have been imposed or
incurred. However, no such director, officer or employee shall be entitled
to claim such indemnity with respect to any matter as to which there shall
have been a final adjudication that the person has committed or allowed
some act or omission, (a) otherwise than in good faith in what the person
considered to be the best interests of the corporation, and (b) without
reasonable cause to believe that such act or omission was proper and
legal. In addition, there shall be no indemnity in the event of a
settlement of such claim, action, suit, or proceeding unless (a) the court
having jurisdiction of the matter shall have approved of such settlement
with knowledge of the indemnity provided in the Articles, or (b) a written
opinion of independent legal counsel, selected by or in manner determined
by the Board of Directors, shall have been rendered substantially
concurrently with such settlement. A conviction or judgment (whether based
on a plea of guilty, or nolo contendere or its equivalent, or after trial)
in a criminal action, suit or proceeding shall not be deemed an
adjudication that such director, officer or employee has committed or
allowed some act or omission as provided above if independent legal
counsel, selected as set forth above, shall substantially concurrently
with such conviction or judgment give to the corporation a written opinion
that such director, officer or employee was acting in good faith in what
he or she considered to be the best interests of the corporation or was
not without reasonable cause to believe that such act or omission was
proper and legal.
The specific provisions of the Articles of Incorporation of the Registrant
with respect to the indemnification of directors and officers are as
follows:
ARTICLE IX - LIMITATION OF LIABILITY OF OFFICERS OR DIRECTORS: The
personal liability of a director or officer of the corporation to the
corporation or the Stockholders for damages for breach of fiduciary duty
as a director or officer shall be limited to acts or omissions which
involve intentional misconduct, fraud or a knowing violation of law.
ARTICLE X - INDEMNIFICATION: Each director and each officer of the
corporation may be indemnified by the corporation as follows:
(a) The corporation may indemnify any person who was or is a party,
or is threatened to be made a party, to any threatened, pending
or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action
by or in the right of the corporation), by reason of the fact
that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement, actually
II-1
<PAGE>
and reasonably incurred by him in connection with the action, suit
or proceeding, if he acted in good faith and in a manner which
he 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
conduct was unlawful. The termination of any action, suit or
proceeding, by judgment, order settlement, conviction or upon a
plea of nolo contendere or its equivalent, does not of itself
create a presumption that the person did not act in good faith
and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and that, with
respect to any criminal action or proceeding, he had reasonable
cause to believe that his conduct was unlawful.
(b) The corporation may indemnify any person who was or is a party,
or is threatened to be made a party, to any threatened, pending
or completed action or suit by or in the right of the
corporation, to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise against expenses including amounts paid in settlement
and attorneys' fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit,
if he acted in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the
corporation. Indemnification may not be made for any claim,
issue or matter as to which such a person has been adjudged by
a court of competent jurisdiction, after exhaustion of all
appeals therefrom, to be liable to the corporation or for
amounts paid in settlement to the corporation, unless and only
to the extent that the court in which the action or suit was
brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case
the person is fairly and reasonably entitled to indemnity for
such expenses as the court deems proper.
(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in
subsections (a) and (b) of this Article, or in defense of any
claim, issue or matter therein, he must be indemnified by the
corporation against expenses, including attorney's fees,
actually and reasonably incurred by him in connection with the
defense.
(d) Any indemnification under subsections (a) and (b) unless ordered
by a court or advanced pursuant to subsection (e), must be made
by the corporation only as authorized in the specific case upon
a determination that indemnification of the director, officer,
employee or agent is proper in the circumstances. The
determination must be made:
(i) By the stockholders;
(ii) By the board of directors by majority vote of a quorum
consisting of directors who were not parties to the act,
suite or proceeding;
(iii) If a majority vote of a quorum consisting of directors
who were not parties to the act, suit or proceeding so
orders, by independent legal counsel in a written
opinion; or
(iv) If a quorum consisting of directors who were not parties
to the act, suit or proceeding cannot be obtained, by
independent legal counsel in a written opinion.
(e) Expenses of officers and directors incurred in defending a civil
or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final
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disposition of the action, suit or proceeding, upon receipt of
an undertaking by or on behalf of the director or officer to
repay the amount if it is ultimately determined by a court of
competent jurisdiction that he is not entitled to be indemnified
by the corporation. The provisions of this subsection do not
affect any rights to advancement of expenses to which corporate
personnel other than directors or officers may be entitled under
any contract or otherwise by law.
(f) The indemnification and advancement of expenses authorized in or
ordered by a court pursuant to this section:
(i) Does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled
under the certificate or articles of incorporation or any
bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, for either an action in his
official capacity or an action in another capacity while
holding his office, except that indemnification, unless
ordered by a court pursuant to subsection (b) or for the
advancement of expenses made pursuant to subsection (e) may
not be made to or on behalf of any director or officer if
a final adjudication establishes that his acts or omissions
involved intentional misconduct, fraud or a knowing
violation of the law and was material to the cause of
action.
(ii) Continues for a person who has ceased to be a
director, officer, employee or agent and inures to
the benefit of the heirs, executors and administrators
of such a person.
The specific provisions of the Bylaws with respect to indemnification of
directors and officers are as follows:
ARTICLE VII
INDEMNIFICATION
Section 7.01 Indemnification. The corporation shall, unless
prohibited by Nevada Law, indemnify any person (an "Indemnitee") who is or
was involved in any manner (including, without limitation, as a party or
a witness) or is threatened to be so involved in any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative, arbitrative or investigative, including without
limitation, any action, suit or proceeding brought by or in the right of
the corporation to procure a judgment in its favor (collectively, a
"Proceeding") by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or
other entity or enterprise, against all Expenses and Liabilities actually
and reasonably incurred by him in connection with such Proceeding. The
right to indemnification conferred in this Article shall be presumed to
have been relied upon by the directors, officers, employees and agents of
the corporation and shall be enforceable as a contract right and inure to
the benefit of heirs, executors and administrators of such individuals.
Section 7.02 Indemnification Contracts. The Board of Directors is
authorized on behalf of the corporation, to enter into, deliver and
perform agreements or other arrangements to provide any Indemnitee with
specific rights of indemnification in addition to the rights provided
hereunder to the fullest extent permitted by Nevada law. Such agreements
or arrangements may provide (i) that the Expenses of officers and
directors incurred in defending a civil or criminal action, suit or
proceeding, must be paid by the corporation as they are incurred and in
advance of the final disposition of any such action, suit or proceeding
provided that, if required by Nevada Law at the time of such advance, the
officer or director provides an undertaking to repay
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such amounts if it is ultimately determined by a court of competent
jurisdiction that such individual is not entitled to be indemnified
against such expenses (iii) that the Indemnitee shall be presumed to be
entitled to indemnification under this Article or such agreement or
arrangement and the corporation shall have the burden of proof to overcome
that presumption, (iii) for procedures to be followed by the corporation and
the Indemnitee in making any determination of entitlement to indemnification
or for appeals therefrom and (iv) for insurance or such other Financial
Arrangements described in Paragraph 7.02 of this Article, all as may be
deemed appropriate by the Board of Directors at the time of execution of such
agreement or arrangement.
Section 7.03 Insurance and Financial Arrangements. The corporation
may, unless prohibited by Nevada Law, purchase and maintain insurance or
make other financial arrangements ("Financial Arrangements") on behalf of
any Indemnitee for any liability asserted against him and liability and
expenses incurred by him in his capacity as a director, officer, employee
or agent, or arising out of his status as such, whether or not the
corporation has the authority to indemnify him against such liability and
expenses. Such other Financial Arrangements may include (i) the creation
of a trust fund, (ii) the establishment of a program of self-insurance,
(iii) the securing of the corporation's obligation of indemnification by
granting a security interest or other lien on any assets of the
corporation, or (iv) the establishment of a letter of credit, guaranty or
surety.
Section 7.04. Definitions. For purposes of this Article:
Expenses. The word "Expenses" shall be broadly construed and,
without limitation, means (i) all direct and indirect costs incurred,
paid or accrued, (ii) all attorneys' fees, retainers, court costs,
transcripts, fees of experts, witness fees, travel expenses, food and
lodging expenses while traveling, duplicating costs, printing and
binding costs, telephone charges, postage, delivery service, freight
or other transportation fees and expenses, (iii) all other
disbursements and out-of-pocket expenses, (iv) amounts paid in
settlement, to the extent permitted by Nevada Law, and (v) reasonable
compensation for time spent by the Indemnitee for which he is
otherwise not compensated by the corporation or any third party,
actually and reasonably incurred in connection with either the
appearance at or investigation, defense, settlement or appeal of a
Proceeding or establishing or enforcing a right to indemnification
under any agreement or arrangement, this Article, the Nevada Law or
otherwise; provide, however, that "Expenses" shall not include any
judgments or fines or excise taxes or penalties imposed under the
Employee Retirement Income Security Act of 1974, as amended ("ERISA")
or other excise taxes or penalties.
Liabilities. "Liabilities" means liabilities of any type
whatsoever, including, but not limited to, judgments or fines, ERISA
or other excise taxes and penalties, and amounts paid in settlement.
Nevada Law. "Nevada Law" means Chapter 78 of the Nevada Revised
Statutes as amended and in effect from time to time or any successor
or other statutes of Nevada having similar import and effect.
This Article. "This Article" means Paragraphs 7.01 through 7.04
of these By-Laws or any portion of them.
Power of Stockholders. Paragraphs 7.01 through 7.04, including
this Paragraph, of these By-Laws may be amended by the stockholders
only by vote of the holders of sixty-six and two-thirds percent (66-
2/3%) of the entire number of shares of each class, voting
separately, of the outstanding
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capital stock of the corporation (even though the right of any class to
vote is otherwise restricted or denied); provided, however, no amendment
or repeal of this Article shall adversely affect any right of any
Indemnitee existing at the time such amendment or repeal becomes effective.
Powers of Directors. Paragraphs 7.01 through 7.04 and this
Paragraph of these By-Laws may be amended or repealed by the Board of
Directors only by vote of eighty percent (80%) of the total number of
Directors and the holders of sixty-six and two-thirds percent (66-
2/3%) of the entire number of shares of each class, voting
separately, of the outstanding capital stock of the corporation (even
though the right of any class to vote is otherwise restricted or
denied); provided, however, no amendment or repeal of this Article
shall adversely affect any right of any Indemnitee existing at the
time such amendment or repeal becomes effective.
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
All expenses of this offering are estimated as follows:
SEC Registration Fee $ 2,000
Blue Sky fees and expenses $ 3,000
Printing expenses $10,000
Legal fees and expenses $70,000
Accounting fees and expenses $10,000
Miscellaneous $ 5,000
Total $100,000
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES
During the past three years, Venturi (or its predecessor) has conducted
three private offerings of common stock and three private offerings of
preferred stock. Venturi has also issued common stock as consideration
for the acquisition of the assets of various carpet cleaning businesses in
the past three years. In addition, Venturi has issued a number of shares
of common stock to employees and vendors. Certain of the desired offerings
occurred at or about the same time, or within six (6) months of each other,
and under certain circumstances could be subject to integration. However,
based upon the five factor test contained in Rule 502 of Regulation D,
Venturi respectfully submits that none of the offerings should be integrated.
Details regarding those offerings are as follows:
A. Between January 1996 and September 1996, Venturi sold a total of
64,410 shares of Series A Preferred Stock for $10.00 cash per
share in a private offering primarily to accredited investors in
reliance upon Rules 505 and 506 under the Securities Act of
1933. Dominion Capital Corporation of Dallas, Texas was
employed by Venturi as Soliciting Agent in that offering. All
prospective investors were given a private placement memorandum
that included a complete disclosure of Venturi, its financial
results, its business and various risks of the investment.
Investors were required to sign a Subscription Agreement in
which the investor represented, among other things, that he or
she was acquiring the shares for his or her own account, and not
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for resale, and that the investor was experienced in financial
matters and could bear the economic risk of an investment in
Venturi. Following is a list of investors in that offering:
SECURITIES SOLD NAMES OF INVESTORS CONSIDERATION PAID
Series A Preferred Don & Katherine Halsey Trust $12,500/$10.00 per share
Henry Ross IRA $35,000/"
Pete & Angie Danna $20,000/"
John Towers $2,500/"
Carroll Kennedy Burgess IRA $25,000/"
Theodore Tuinstra $10,000/"
Leo Smith IRA $15,000/"
Mary Kirk Trust $10,000/"
Jerry & Mai Hamilton Trust $10,000/"
Robert Davidson $25,000/"
Doug Rhone Trust $25,000/"
Marjorie McCray $35,000/"
J. Moyle $30,000/"
David Sartain IRA $12,500/"
Clyde Webb $25,000/"
Edward J. Gallatin IRA $25,000/"
Vikki Minadeo $25,000/"
Wayne Farlow IRA $21,000/"
Bill Sass $25,000/"
Raymond Earl Sloan IRA $15,000/"
Paul B. Fletcher $20,000/"
Marybess Salvaggio $20,000/"
Bennett E. Greenfield $15,000/"
George E. Kugler $15,000/"
Rebecca J. Das $20,000/"
Robert D. Stephens, Jr. IRA $25,000/"
George & Frances Tyler $15,000/"
Suelema M. Roman $25,000/"
Jack J. Stephens $13,000/"
Mickey Long $12,500/"
George R. Tyler IRA $15,000/"
Sandi Kinney $13,000/"
Bruce Axtell $25,000/"
A. Ken Flake $ 7,100/"
B. Beginning in January 1998 Venturi offered up to 315,000 shares
of Series B Preferred Stock to accredited investors in
reliance upon Regulation S under the Securities Act
of 1933. In January 1998, 200,000 shares of Series B Preferred
Stock was sold to Entrepreneurial Investors, Ltd., an accredited
investor which is located offshore, for $5.00 cash per share.
In April 1998, an additional 50,000 shares of Series B Preferred
Stock was sold to Entrepreneurial Investors, Ltd. for $20.00 per
share. Venturi employed no brokers or underwriters in that
offering, although Equity Services, Ltd. was employed as a
Placement Agent. 10,000 shares of Series B Preferred Stock was
paid to Equity Services, Ltd. in payment for service as
placement agent. Following is a list of investors in that
offering:
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SECURITIES SOLD NAMES OF INVESTORS CONSIDERATION PAID
Series B Preferred Entrepreneurial Investors, Ltd. $2,000,000
Equity Services, Ltd. Services
C. Beginning in February 1998 the Company has offered up to
1,609,756 shares of Series C Preferred Stock to accredited
investors in reliance upon Rule 506 under the Securities Act of
1933. Between February 1998 and September 1998, a total of
406,504 shares had been sold to Invest Linc Emerging Growth
Equity Fund I, L.L.C., a Nevada limited liability company
(formerly known as CDL Emerging Growth Equity Fund), for a total
of $833,334 cash. No brokers or underwriters were employed by
the Company in that offering. Following is a list of investors
in that offering:
SECURITIES SOLD NAMES OF INVESTORS CONSIDERATION PAID
Series C Preferred Invest Linc Emerging Growth
Equity Fund I, L.L.C. $833,334
The offerings described in paragraphs B and C occurred within
six months of each other. However, offering B was an offering of Series
B Preferred Stock to non-residents under Regulation S. The sole investor
in offering B was a company organized in the Bahamas, with its principal
office in the Bahamas, and whose beneficial owners are all European
citizens and residents. The placement agent who received 10,000 shares
of Series B Preferred Stock as consideration for its services, is a
Nevis company comprised solely of non-resident beneficial owners.
Offering B qualifies as a Regulation S offering and is not subject to
integration with a Regulation D offering.
D. Between August 1994 and June 1997, Venturi sold a total of
212,505 shares of common stock for $2.40 cash per share in a
private offering in reliance upon Rules 505 and 506 under the
Securities Act of 1933, and Section 4(2) of the Securities Act
of 1933, primarily to individuals with a pre-existing
relationship with Venturi or its founders. Venturi used no
underwriter or brokers in that offering. Although that offering
was open to accredited and unaccredited investors, no more than
35 unaccredited investors purchased shares in that offering. All
prospective investors were given a private placement memorandum
that included a complete disclosure of Venturi, its financial
results, its business and various risks of the investment.
Investors were required to sign a Subscription Agreement in
which each investor represented, among other things, that he or
she was acquiring the shares for his or her own account, and not
for resale, and that the investor was experienced in financial
matters and could bear the economic risk of an investment in
Venturi. Following is a list of investors in that offering:
SECURITIES SOLD NAMES OF INVESTORS CONSIDERATION PAID
Common Stock Dean Schafer $23,700
Mary Loiuse Hopkins $12,000
John Branscom $4,000
T. Blake Horrocks $24,000
Merril Littlewood $6,000
David Frey $18,000
Bonnie & Leo Smith $6,000
Ron & Leslie Rutledge $4,000
Rebecca Stahle $1,500
Aaron & Tami Pyfer $2,400
Kevin Pyfer $24,000
HPKK Family Trust $5,040
Claudeen Hill $8,208
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Ronald Karren $42,075
American Pension Services
Custodian Ronald Karren $7,925
Alan Bingham $1,200
Bruce Axtell $185,000
Bryan Karren $1,500
Kevin Karren $1,000
Julie Karren $375
Darrell Karren $375
Leslie Ann Karren $375
Tim Woodard $1,500
Thomas Williams $5,000
The Priority Group $50,000
William Moore $12,000
Ray Lynn Jorgensen $1,500
Gregg Anderson $11,000
Scott Farrer $15,000
The common stock offering described in this paragraph overlaps the
offering of Series A Preferred Stock described in paragraph A. However,
offering A involved the sale of Series A Preferred stock for $10.00 cash
consideration in an offering conducted by Dominion Capital Corporation to
Dominion's existing clients, most of whom were accredited investors.
Offering D involved the sale by Venturi (not through a placement agent)
of common stock for $2.40 per share to individuals who had a pre-existing
family or business relationship with the founders of Venturi. Offering
A was primarily for the purpose of obtaining financing on an equipment
lease line of credit through Sentry Capital that required $1.00 of invested
equity for every $1.00 of equipment financing advanced. Offering D was to
provide working capital and capital for research and development. The two
offerings involved different classes of stock, were offered for
substantially different consideration and were conducted as entirely
separate plans of financing and for totally different purposes.
E. Between December 1997 and August 1998, Venturi sold a total of
88,409 shares of common stock for $3.50 cash per share in a
private offering to accredited and unaccredited investors in
reliance upon Rules 505 and 506 under the Securities Act of
1933. Each share of Common Stock sold in that offering was
accompanied by a warrant entitling the holder to purchase an
additional share of common stock for $6.00. Venturi used no
underwriter or brokers in that offering. Although that offering
was open to accredited and unaccredited investors, no more than
35 unaccredited investors purchased shares in that offering. All
prospective investors were given a private placement memorandum
that included a complete disclosure of Venturi, its financial
results, its business and various risks of the investment.
Investors were required to sign a Subscription Agreement in
which the investor represented, among other things, that he or
she was acquiring the shares for his or her own account, and not
for resale, and that the investor was experienced in financial
matters and could bear the economic risk of an investment in
Venturi. Following is a list of investors in that offering:
SECURITIES SOLD NAMES OF INVESTORS CONSIDERATION PAID
Common Stock
Common Stock
Warrants Richard Barnes $1,000
Adam Dunn $1,000
Brandon Horrocks $1,000
Robert Cless Karren $5,005
Stanley Kopesec $2,706
Professional Painting $50,001
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Cochran, Lund & Davidson $25,000
Kevin & Patti Pyfer $14,000
Stuart Starkey $5,000
Kirby Cochran $5,000
Brett Davis $1,000
Brent Higginson $2,100
Jim & Patrice Stone $10,000
Ned Karren $3,500
Floyd & Patricia Fox $4,000
Joe Fox $58,717
Louis Sacco $21,000
Benjamin Press $35,000
J.T. Weber
Mark Cripe $1,015
Robert E. Fellows $3,500
Margo Murphy $3,500
Doran Pratte $10,000
Cless Karren $5,005
Dawn Baker $1,050
Kardell & Sandra Schmidt
Lou Sacco $10,500
Doug Zibriskie $2,000
Reed Buley $10,000
Floyd & Patricia Fox $4,000
Darin Yancey $2,500
Marvin Yancey $10,000
Mike Cox $4,500
The offerings described in paragraphs C and E occurred within six
months of each other. However, offering C involved the sale of Series C
Preferred Stock to a single accredited investor. Offering E involved the
sale of up to $750,000 of common stock to accredited investors and to less
than 35 non-accredited investors. Even if offering C were integrated with
offering E, it would nevertheless qualify as a Rule 506 offering of less
than $5,000,000 to an unlimited number of accredited investors and up to
35 non-accredited investors.
The offerings described in paragraphs D and E overlap with each other.
However, offering D involved the sale of common stock by the Texas
Corporation (Action Venturi Technologies, Inc.). Offering E involved the
sale of common stock by the successor entity after the reorganization of
the Texas Corporation and Hi-Tek Carpet Care, a Nevada corporation, which
occurred in July of 1997. The reorganization entity was substantially
different from its pre-reorganization counterparts. Although the Texas
Corporation is now a wholly-owned subsidiary of the Nevada Corporation,
at the time of these offerings, they were unrelated. Since two separate
issuers were involved, these offerings are not subject to integration.
F. In December 1997, Venturi issued a total of 33,982 shares of its
common stock to its employees in reliance upon Rule 701 and a
written contract pursuant thereto. The following employees
received the indicated shares in this transaction:
SECURITIES ISSUED NAME OF EMPLOYEE NUMBER OF SHARES RECEIVED
Common Stock Jason Barker 86
Robert Barnes 343
Kevin Campbell 57
Keith Hexem 752
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Tom Jensen 853
Jeremy Marini 274
Jim Stone 1481
Chad Taylor 514
Marlane Wright 690
Doug Zibriskie 1143
Jamie Zuniga 86
Dale Karren 646
Jaime Robles 457
Raul Robles 457
Leslie Rutledge 211
Bill Thomas 971
Bridge Whitmire 402
Tim Woodward 874
Blake Horrocks 1466
Brandon Horrocks 1006
Marsan Horrocks 486
Derrick Paper 406
Susan Rittman 655
Debbie Taylor 796
Eric Iverson 316
Jerry Thomas 786
John Hawkes 271
Vicki Johnson 618
Bo Hopkins 137
Kevin Karren 843
Joel Karren 581
Ed Norton 1286
Randy Norton 205
Brandon Paris 114
Nate Robins 146
John Hopkins 4572
Gaylord Karren 4572
Shane Karren 137
Ron Karren 4286
G. In August 1998, Venturi offered a total of 600,000 shares of
common stock to various offshore residents for $2.00 per share
in an offering exempt from registration under Regulation S
promulgated under the Securities Act of 1933. As of September
23, 1998, a total of 75,000 shares of common stock had been sold
in that offering, for cash consideration in the amount of
$150,000. All investors in that offering signed a Subscription
Agreement in which they represented that they were not residents
of the United States, and that they did not purchase the shares
with the intent that they would eventually come to rest in the
United States. No underwriters or brokers were employed in that
offering, although Equity Services, Ltd., a Nevis company, acted
as a placement agent in that offering. Following is a list of
investors, to date, in that offering:
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SECURITIES SOLD NAMES OF INVESTORS CONSIDERATION PAID
Common Stock
Aspen Investments 12,500 $25,000
Peninsula Corp. 25,000 $50,000
Prism, Inc. 25,000 $50,000
Securitron, Ltd. 12,500 $25,000
H. In January 1997, Venturi issued 1,500,000 shares of common stock
to the following persons at $.10 per share (for aggregate
consideration of $150,000) without registration under Rule 504
adopted under Section 3(b) of the Securities Act of 1933, in
connection with its formation:
SECURITIES SOLD NAMES OF INVESTORS NUMBER OF SHARES PURCHASED
Common Stock Eileen Albertson 2,000
Autumn Leaf, Inc. 120,000
Battle of Midway Incorporated 112,000
J.C. Blanleil 2,000
Rachael A. Burton 2,000
Mary Ann Coleman 2,000
Delta Financial Resources Inc. 210,000
Diversified Lenders Inc. 210,000
Gayle Dorsey 2,000
Ronald L. Drake 2,500
Marci Evans 2,000
Darlene Fawcett 2,000
Kris Gornichec 200,000
Emil Gulbranson 2,000
Melville K. Gulbranson 20,000
Rebecca Gulbranson 2,000
Kerri Heavenor 2,000
Betty Hurtado 2,000
Dixie Hutchins 2,000
Garth P. Jarman 2,000
Bryan L. Jeffery 1,000
Wydell, Jeffery 2,000
Jana Jensen 2,000
Jacob D. Klassen 2,000
Linda Klassen 2,000
John J. Kochel 2,000
Mark Larson 1,000
Roslyn Mackay 2,000
Mary Magouirk 1,000
Renetta Mecham 2,000
MK Resources, Inc. 5,000
Tracy J. Nelson 2,000
Suzanne Pancheri 1,000
Freddie C. Roberts, Jr. 3,000
Karen Roberts 1,000
Janis & David R. Rowberry 1,000
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Lise-Lotte Ruzicka 1,000
Nancy Smithanik 2,000
Symmetry Inc. 100,000
Jeffery Clark Tanner 200,000
Max C. Tanner 50,000
Mont E. Tanner 204,000
Renee Tieman 2,000
C. F. Walker 4,500
Gordon J. Weaver 2,000
Kimberly Witter 2,000
Monica Young 2,000
1,500,000
Although the offerings described in paragraphs D and H occurred within
six months of each other, these offerings involved what were two separate
corporations at the time. Offering D involved the sale of common stock by
the Texas Corporation (Action Venturi Technologies, Inc.) at $2.40 per share
for working capital purposes. Offering H involved the original issuance of
stock by Hi-Tek Carpet Care, Inc., a Nevada corporation, at $.10 per share
in connection with its formation. Offering H was a public issuance by the
Nevada corporation in a Rule 504 transaction as part of its formation.
Although the Texas corporation is now a wholly-owned subsidiary of the
Nevada Corporation, at the time of these offerings, they were unrelated.
Since two separate issuers were involved, these offerings are not subject
to integration.
The offerings described in paragraphs E and H did not occur within
six months of each other. Offering H involved the original issuance of
stock by Hi-Tek Carpet Care, Inc., a Nevada corporation, at $.10 per share
in connection with its formation. Offering H was a public issuance by the
Nevada corporation in a Rule 504 transaction as part of its formation.
Offering E was conducted by the post-reorganization entity, offering common
stock at $3.50 per share for working capital purposes. Although the Texas
Corporation is now a wholly-owned subsidiary of the Nevada Corporation, at
the time of these offerings, they were substantially different entities,
with substantially different capital structures. Offering E was not
commenced until six months after completion of offering H; and five months
after completion of the reorganization. Since two different issuers were
involved, these offerings are not subject to integration. These offerings
clearly were not for the same purpose or part of the same plan of financing.
I. Over the past three years, Venturi issued or agreed to issue
upon expiration of rescission rights under applicable
acquisition agreements 371,434 shares of common stock to various
persons in exchange for all of the assets of their companies or
businesses in reliance upon Section 4(2) of the Securities Act
of 1933. The sellers were given a copy of the Company's current
business plan and were provided with the opportunity to
investigate the Company in as much detail as they desired. The
sellers represented in the Asset Purchase Agreement in
connection with the sale that they were acquiring the shares for
investment and not for resale, and the shares so issued
contained a restrictive legend consistent with the fact that
neither the shares nor the transaction was registered. These
transactions are isolated issuances of common stock to owners of
carpet cleaning businesses. These transactions are entirely
isolated from one another, each involving a completely separate
business; thus, they are not part of a single plan of financing.
Each transaction constitutes a private, separately negotiated
arrangement in which the recipient of the common stock is in an
equal bargaining position with Venturi. Each transaction is
subject to arms length negotiation between Venturi and the owner
of the business and his/her representatives. These business
owners possess sufficient business acumen and financial
sophistication as a result of their successful operation of a
carpet cleaning or flood restoration business. They are familiar
with the industry, having operated their own successful business
prior to becoming associated with Venturi. The stock exchanged
for the assets of these businesses is a minor part of the
consideration received by them. The primary benefits result from
delivery of new trucks equipped with Venturi's proprietary
equipment, the assumption by Venturi of all administrative
functions, the maintaining of
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existing salary levels and an opportunity to earn enhanced
performance bonuses using Venturi's proprietary equipment, the
provision of uniform employee benefits, and the intangible benefits
associated with becoming part of a larger organization. Each
transaction has a built-in rescission period of 60 to 90 days during
which the seller becomes a part of Venturi's organization but retains
the right to regain their assets if they chose not to proceed.
During this period, the seller is trained in the operation of
Venturi's equipment and processes, is provided with new trucks
equipped with Venturi's proprietary equipment, is paid at
the same rates as before the transaction (with the
availability of performance bonuses), and is allowed to
sell Venturi's services and proprietary systems to its
customers. Their old equipment is not sold until
expiration of the rescission period and would be returned to them
if they chose not to proceed. During the rescission period, the
seller is given access to all information about Venturi that
would be available in a registration statement, including its
finances and operations. In fact, these individuals probably
have access to a greater volume of information regarding Venturi's
operations than could be contained in a registration statement
since they acquire first-hand knowledge regarding the efficacy
of Venturi's technology and its ability to perform as represented.
Because these individuals are not losing the ability to operate
a carpet cleaning business, the stock represents a long term
exit or retirement strategy for them. For these reasons, Venturi
believes these exchanges comply with the requirements of the
Section 4(2) exemption. Persons to whom stock was issued in
connection with acquisitions are as follows:
Erie Dekker 50,122
Jerry Thomas 10,936
William Thomas 60,147
Jim Riley 54,679
Alvin Childers 44
Doug Gilbert 2,187
June Thomas 2,187
Jim & Patrice Stone 22,000
Protech Carpet 4,000
Complete Carpet Care 7,500
Danny Levine 5,000
Dirt Free 52,632
Disaster Plus 4,000
J. During the past three years, Venturi has issued common stock to
various parties as consideration for extension of credit and
forbearance in receiving payment for services rendered in
reliance upon Section 4(2) of the Securities Act of 1933. Each
party was given a copy of Venturi's current business plan and
the opportunity to investigate Venturi. In most instances, the
issuance of shares was not in lieu of payment, but merely in
consideration for receiving paument after a scheduled due date.
If interest or penalties accrued on delayed payments, those
amounts were also paid by Venturi. Each transaction involved
individuals with whom Venturi has had a longstanding relationship,
and each was a separate, isolated incident not involving a public
offering. Nevertheless, each individual was given access to the
same information that would be contained in a registration
statement and were able to fend for themselves given their
financial sophistication and the nature and extent of their
pre-existing relationship with Venturi. Those persons and the
amount of stock issued are as follows:
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SECURITIES ISSUED NAMES OF RECIPIENTS NUMBER OF SHARES ISSUED
Common Stock The Priority Group 14,286
Riverbottom Hollow 7,000
The Priority Group 14,285
Joe Bye 5,000
Bill Maxwell 3,600
Jim Stone 10,000
Joe Bye 1,500
Kirby Cochran 750
Bill Davidson 750
Sentry Financial 15,622
Bill Davidson 109,359
L. G. Rose 5,000
NAIC Investor 5
Danny Hepler 5
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
3.0 Articles of Incorporation of Venturi Technologies, Inc.
(Nevada), as amended
3.1 Bylaws of Venturi Technologies, Inc.
3.2 Amended and Restated Articles of Incorporation of Venturi
Technologies, Inc. (Texas) dated 5-23-96
3.3 Articles of Incorporation of Action Venturi Technology, Inc.
dated 8-15-94
3.4 Bylaws of Action Venturi Technology, Inc.
3.5 Articles of Incorporation of T-Co Manufacturing, Inc. dated 5-
8-97
4.0 Specimen Stock Certificate
4.1 Articles of Incorporation of Venturi Technologies, Inc.
(Nevada), as amended pp. 4-5 (See above Exhibit 3.0)
4.2 Bylaws of Venturi Technologies, Inc., pp. 12-13 (See above
Exhibit 3.1)
4.3 Certificate of Designation of Preferences, Limitations, and
Relative Rights for Venturi Technology Enterprises, Inc. for
Series A and Series B Preferred Stock dated 12-24-97
4.4 Action by Unanimous Written Consent of the Board of Directors
of Venturi Technologies Inc. Creating Series C Preferred Stock
dated 7-98 with Exhibit
4.5 Registration Rights Agreement with Equity Services, Ltd. dated
12-31-97
4.6 Registration Rights Agreement with Entrepreneurial Investors,
Ltd. dated 12-31-97
4.7 Lock Up Agreement with Equity Services, Ltd. dated 12-23-97
4.8 Lock Up Agreement with Invest Linc Emerging Growth Equity Fund
I, L.L.C. dated 7-28-98
4.9 Master Equipment Financing Agreement with Sentry Financial
Corp. dated 6-18-96
4.10 Master Lease Agreement with Northstar Capital LLC dated 2-17-
98
5.0 Opinion Letter of Mackey Price & Williams Regarding Legality
of Securities dated 7-29-98
10.0 Dual Stock Option Plan between Venturi Technology Enterprises,
Inc. and its key employees, officers, directors and
consultants dated 7-1-97
10.1 Form Incentive Stock Option Agreement between Venturi
Technology Enterprises, Inc. and its employees dated 1-1-97
10.2 Form Non-Statutory Stock Option Agreement between Venturi
Technology Enterprises, Inc. and its consultants dated 7-1-97
10.3 Non-Statutory Stock Option Agreement between Venturi
Technology Enterprises, Inc. and Merril Littlewood dated 7-1-97
10.4 Requirements Agreement with DT Enterprises dated 2-15-96
10.5 Exclusive Use and Purchase Agreement between Primicide, LLC
and Venturi Technologies, Inc.
10.6 Placement Agent's Option Certificate with Equity Services,
Ltd. dated 6-30-98
10.7 Agreement of Collateral between Gaylord Karren and John
Hopkins and HiTek Carpet Care Inc. dated 3-97
10.8 Patent Application Assignment between John M. Hopkins and
Venturi Technology Enterprises, Inc. dated 12-22-97
10.9 Patent Application Assignment between Gaylord Karren and
Venturi Technology Enterprises, Inc. dated 12-22-97
10.10 Patent Assignment between John M. Hopkins and Venturi
Technology Enterprises, Inc. dated 12-22-97
10.11 Verified Statement Claiming Small Entity Status by John M.
Hopkins dated 3-17-97
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10.12 Verified Statement Claiming Small Entity Status by Gaylord
Karren dated 3-17-97
10.13 Master Equipment Financing Agreement with Sentry Financial
Corp. dated 6-18-96 (See above Exhibit 4.9)
10.14 Master Lease Agreement with Northstar Capital LLC dated 2-17-
98 (See above Exhibit 4.10)
10.15 Warrant Purchase Agreement between Northstar Capital, LLC and
Venturi Technology Enterprises, Inc. dated 2-17-98
10.16 Letter from Capital Partners Extending Lease Funding to
Venturi Technology Enterprises, Inc. dated 5-7-98
10.17 Agreement of Purchase and Sale of Assets between Bill Thomas,
d.b.a. T-Co Carpet Cleaning and T-Co Heating Systems, and
Venturi Technologies, Inc. dated 3-96
10.18 Agreement of Purchase and Sale of Assets between Michael
Shurtliff, d.b.a. Protech Carpet Cleaning and Flood
Restoration, and Venturi Technology Enterprises, Inc. dated 3-
31-98
10.19 Bill of Sale and Assignment between Michael Shurtliff, d.b.a.
Protech Carpet Cleaning and Flood Restoration, and Venturi
Technology Enterprises, Inc.
10.20 Liabilities Undertaking between Michael Shurtliff, d.b.a.
Protech Carpet Cleaning and Flood Restoration, and Venturi
Technology Enterprises, Inc. dated 4-98
10.21 Non-Competition, Confidentiality and Continuity of Business
Dealings Undertaking between Michael Shurtliff, d.b.a. Protech
Carpet Cleaning and Flood Restoration, and Venturi Technology
Enterprises, Inc. dated 4-98
10.22 Agreement of Purchase and Sale of Assets between Reed T. And
Lana B. Buley, d.b.a. Complete Carpet Service, and Venturi
Technology Enterprises, Inc. dated 4-30-98
10.23 Bill of Sale and Assignment between Reed T. and Lana B. Buley
and d.b.a. Complete Carpet Service Venturi Technology
Enterprises, Inc.
10.24 Liabilities Undertaking between Reed T. and Lana B. Buley
d.b.a. Complete Carpet Service and Venturi Technology
Enterprises, Inc. dated 4-98
10.25 Non-Competition, Confidentiality and Continuity of Business
Dealings Undertaking between Reed T. and Lana B. Buley d.b.a.
Complete Carpet Service and Venturi Technology Enterprises,
Inc. dated 4-98
10.26 Letter of Intent re: Proposed Acquisition by Venturi
Technology Enterprises, Inc. of Carpet and Upholstery Cleaning
Assets of Daniel M. Levine
10.27 Agreement of Purchase and Sale of Assets between Daniel M. and
Kathleen L. Levine, d.b.a. All Valley Carpet, All Valley
Carpet & Upholstery and All Valley Restoration Service, and
Venturi Technology Enterprises dated 7-3-98
10.28 Bill of Sale and Assignment between Daniel M. and Kathleen L.
Levine, d.b.a. All Valley Carpet, All Valley Carpet &
Upholstery and All Valley Restoration Service, and Venturi
Technology Enterprises, Inc.
10.29 Liabilities Undertaking between Daniel M. Levine, d.b.a. All
Valley Carpet, All Valley Carpet & Upholstery and All Valley
Restoration Service, and Venturi Technology Enterprises dated
7-3-98
10.30 Non-Competition, Confidentiality and Continuity of Business
Dealings Undertaking between Daniel M. Levine and Venturi
Technology Enterprises dated 7-3-98
10.31 Agreement of Purchase and Sale of Assets between Video Aire
and Venturi Technology Enterprises, Inc. dated 6-30-98
10.32 Letter of Intent re: Proposed Acquisition of Assets between
Dirt Free Carpet & Upholstry [sic] Cleaning Inc. and Venturi
Technology Enterprises dated 6-29-98
10.33 Letter of Intent re: Proposed Acquisition of Assets between
Rob Bleyl d.b.a. Disaster Plus and Venturi Technology
Enterprises, Inc. dated 7-22-98
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10.34 Letter of Intent re: Proposed Acquisition of Duct Cleaning
Business of Bob L. Allen dated 7-29-98
10.35 Stock Purchase Agreement between CDL Capital Corp., CDL
Emerging Growth Equity Fund I, L.L.C., Gaylord Karren and John
Hopkins, and Venturi Technology Enterprises dated 4-10-98
10.36 Placement Agreement of Venturi Technology Enterprises, Inc.
with Equity Services, Ltd. dated 12-31-97
10.37 Investor Subscription Agreement of Venturi Technology
Enterprises, Inc. with Entrepreneurial Investors, Ltd. dated
12-31-97
10.38 Soliciting Dealer Agreement between Dominion Capital and
Venturi Technologies, Inc. dated 8-9-96
10.39 Agreement and Plan of Reorganization of Venturi Technologies,
Inc. and HiTek Carpet Care Inc. dated 5-15-97
10.40 Stock-for-Stock Reorganization Agreement between HiTek Carpet
Care, Inc. and stockholders of Venturi Technologies, Inc.
dated 6-9-97
10.41 Promissory Note between HiTek Carpet Care, Inc. and Venturi
Technologies, Inc. dated 5-31-97
10.42 Business and Financial Advisory Agreement between CDL Capital
Corp. And Venturi Technology Enterprises, Inc. dated 3-10-98
10.43 Application for Certificate of Authority to Transact Business
in Texas by Venturi Technology Enterprises, Inc.
10.44 Consent of Combustion Resources, L.L.C. dated September 29, 1988
10.45 Agreement of Purchase and Sale of Assets dated as of August
14, 1998 re Dirt Free Carpet and Upholstery Cleaning, Inc.
10.46 Non-Competition, Confidentiality and Continuity of Business
Dealings Undertaking dated as of August 14, 1998
10.47 Employment Agreement with Robert Bleyl dated October 5, 1998
10.48 Employment Agreement with David J. Bleyl dated October 5, 1998
10.49 Agreement of Purchase and Sale of Assets dated as of October
5, 1998 with Disaster Plus Corp., Robert D. Bleyl and David J.
Bleyl
21.0 Subsidiaries of Venturi Technologies, Inc.
23.0 Consent of Mackey Price & Williams dated September 29, 1998
23.1 Consent of Independent Accountants dated September 29, 1998
23.2 Consent of Richard A. Robison, Ph.D. dated November 11, 1998
23.3 Consent of Craig N. Eatough, Ph.D. dated November 11, 1998
ITEM 28. UNDERTAKINGS
A. Undertaking pursuant to Rule 415.
The undersigned Registrant hereby undertakes:
(1)To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to:
(i) Include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
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<PAGE>
(ii) Reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof),
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
Registration Statement; and
(iii)Include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment will be deemed
to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time will be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration, by means of a post-effective
amendment, any of the securities being registered that remain unsold
at the termination of the offering.
B. Undertaking in respect of indemnification.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and other
agents of the Company, the Company has been informed that in the
opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable. In the event that a
claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements of filing on Form SB-2 and authorized this
Amendment No. One to registration statement to be signed on its behalf by
the undersigned, in the City of Orem, Utah, as of the 24th day of
November, 1998.
VENTURI TECHNOLOGIES, INC.
By: /s/ Gaylord Karren
Gaylord Karren, Chairman and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the
capacities and on the dates stated.
SIGNATURE TITLE DATE
Chairman of the Board 11/24/98
/s/ Gaylord Karren Chief Executive Officer and Director
/s/ John Hopkins President and Director 11/24/98
/s/ Merril L. Littlewood Chief Financial Officer 11/24/98
and Treasurer
/s/ Kim Peterson Controller 11/24/98
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