As filed with the Securities and Exchange Commission
on June 29, 1998
Registration No. 333-35933
====================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT #4 TO FORM S-1
ON FORM S-11
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
CENTURY INVESTMENTS INTERNATIONAL INC.
---------------------------------
(Exact Name of registrant as
specified in its governing instruments
Flat H, 14th Floor, Lu Shan Mansion,
5 Taikoo Shing Road, Quarry Bay
Hong Kong, China
(852) 2565 8778
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices
Bertha Huen, President
Century Investments International, Inc.
Flat H, 14th Floor, Lu Shan Mansion
5 Taikoo Shing Road, Quarry Bay
Hong Kong, China
(852) 2565 8778
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of
proposed sale to the public: As soon as practicable
after the effective date
of this Registration
Statement.
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act,
check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering. [__]
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box
and list the Securities Act registration statement number of
the earlier registration statement for the same offering.
[__]
If this Form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following box
and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. [__]
If delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following box. [__]
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed Amount
Securities Being Maximum Maximum of Reg-
Registered Offering Aggregate istration
Price Per Offering Fee
Unit Price
Shares of
Common Stock,
$.0001 par value 1,000,000 $1.00 $1,000,000 $303
Total 1,000,000 $1.00 $1,000,000 $303(3)
(1) There is no current market for the shares.
(2) Estimated solely for the purpose of calculating the
registration fee based on Rule 457(f)(2).
(3) Paid by electronic transfer.
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment
which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section
8(a) of the Securities Act of 1933, as amended, or until the
Registration Statement shall become effective on such date as
the Commission, acting pursuant to Section 8(a), may
determine.
<PAGE>
[LEGEND FOR RED HERRING PROSPECTUSES]
The information contained herein is subject to completion or
amendment. 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.
<PAGE>
PROSPECTUS
CENTURY INVESTMENTS INTERNATIONAL INC.
1,000,000 Shares of Common Stock
This Prospectus is being furnished by Century
Investments International Inc., a development stage Delaware
corporation (the "Company"), in connection with the
registration of 1,000,000 shares of Common Stock of the
Company, $.0001 par value per share (the "Shares") for sale
on a "best efforts" basis by the Company. SEE "PROSPECTUS SUMMARY."
The Company is a recently formed Delaware corporation,
without operations or revenues and with $1,000 in capital. The
offering is a best efforts offering with no minimum offering amount.
The ability of the Company to effectuate its business plan or any portion
thereof is dependent on the amount of funds raised in this offering. The
Company intends to build, manage, develop and acquire real
property but has not selected any such property to date and
the offering is deemed to be blind pool. SEE "THE COMPANY."
All costs incurred in the registration of the securities
herein are being borne by the Company.
THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK. SEE
"RISK FACTORS" CONTAINED IN THIS PROSPECTUS BEGINNING ON PAGE 7.
* ARBITRARY OFFERING PRICE. The offering price of
the Shares offered hereby is $1.00 per Share.
The offering price of the Shares was determined
arbitrarily by the Company and is not necessarily
related to asset or book value, net worth or any
other established criteria of value.
* MANAGEMENT HAS NO PRIOR EXPERIENCE. Management
of the Company has no prior experience in
commercial real estate development.
* MANAGEMENT AND THE COMPANY LOCATD OUTSIDE THE UNITED STATES.
Because the officers and directors of the Company are primarily
located outside the United States and the Company anticipates
that its operations will occur outside the United States,
shareholders may have difficulty in obtaining current information
about the Company or in enforcing judments against the Company.
See "RISK FACTORS".
* CONFLICTS WITH AFFILIATES OF MANAGEMENT. The
Company may enter into joint venture agreements
with affiliates, including entities affiliated
with Management, for the acquisition and
development of properties. Since Management
determines in which projects the Company will
participate, such a policy may result in the
Company entering into joint venture arrangements
or other arrangements favorable to Management and
less favorable to the Company and its
shareholders than alternative projects.
* SELECTION OF PROJECTS WITHOUT SHAREHOLDER INPUT.
The Company does not own and has not identified
any real property or projects in which it will
participate. The selection of participation
projects is at the discretion of Management
without the opportunity for shareholder
evaluation or input. Management will be
dependent upon its skill or the skill of advisors
or consultants in evaluating projects suitable
for participation. Management has no prior
experience in this area.
* SELECTION OF PROJECTS MAY BE INFLUENCED BY OTHER
FACTORS. The Company's President and
Secretary/Treasurer, its only officers and its only
directors, are associated with other entities with
similar investment objectives which may result in such
other entities competing with the Company for certain
real estate projects. Such officers will be in a
position to select in which projects the Company or
such other entities will participate presenting a
conflict to these officers. The selection of projects
in which to participate may be influenced by factors
beneficial to such officers, such as on-going project
participation or control.
* PENNY STOCK RULES APPLY. The sale of the Shares will
be subject to "penny stock" rules that impose
additional sales practice requirements on broker-
dealers who sell such securities and may limit the
ability to sell the Shares or exercise any warrants.
* COMPANY WILL INCUR DEBT. The proceeds from the
sale of the Company's Shares may not be
sufficient to provide the Company with funds to
meet down payment or deposit requirements for the
acquisition by the Company of real property. The
Company will be required to raise additional
capital by borrowing or the additional issuance
of equity or debt securities. The Company
expects that it will incur mortgage loans in
addition to other forms of financing on
properties in order to acquire properties. There
is no limit set by the Company on the amount of
such debt or mortgage obligations that the
Company can enter into.
* NO DEBT LIMIT. There is no limit set by the Company on the amount
of such debt or mortgage obligations that the Company can enter
into. The Company has no established sources of financing and
there is no assurance that any such financing would be available
to the Company when so needed by the Company.
* NO TRADING MARKET FOR SHARES. There is no
current public trading market for the Shares.
The Company does not have any market makers and
does not know if it will be able to obtain any market
makers. The proposed operations of the Company are
speculative. Given the nature of the offering,
the low price of the Shares, and the likely low
trading volume of the securities, investors will
likely be limited in their ability to sell the
Shares.
* BEST EFFORTS OFFERING. The offering is a best efforts offering
by the Company with no time limt on the offer of the Shares.
Potential investors should be aware that the ability of the
Company to implement any of its businessp lan is based on its
ability to raise capital and since there is no minimum offering
amount the Company may be able to sell some of the Shares but
an amount insufficient to accomplish any of its objectives.
* IMMEDIATE DILUTION. Purchasers of the Shares will incur
immediate dilution of $0.89 per Share in the value of their
Shares from the initial price of $1.00 to $0.11. SEE "DILUTION".
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
Price to Underwriting Discounts Proceeds to Company
Public and Commission or Other Persons
Common Stock $1.00 N.A. $1.00
Total $1,000,000 N.A. $1,000,000
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange
Commission (the "Commission") a Registration Statement on
Form S-11 under the Securities Act with respect to the
securities offered hereby. This Prospectus does not contain
all the information contained in the Registration Statement.
For further information regarding the Company and the
securities offered hereby, reference is made to the
Registration Statement, including all exhibits and schedules
thereto, which may be inspected without charge at the public
reference facilities of the Commission's Washington, D.C.
office, 450 Fifth Street, N.W., Washington, D.C. 20549. Each
statement contained in this Prospectus with respect to a
document filed as an exhibit to the Registration Statement is
qualified by reference to the exhibit for its complete terms
and conditions.
The Company will be subject to the informational
requirements of the Securities Exchange Act of 1934
("Exchange Act") and in accordance therewith will file
reports and other information with the Commission. Reports,
proxy statements and other information filed by the Company
can be inspected and copied on the Commission's home page on
the World Wide Web at http://www.sec.gov or at the public
reference facilities of the Commission, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549, as well as the
following Regional Offices: 7 World Trade Center, Suite 1300,
New York, N.Y. 10048; and Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois. 60661-2511. Such
material can also be inspected at the New York, Boston,
Midwest, Pacific and Philadelphia Stock Exchanges. Copies
can be obtained from the Commission by mail at prescribed
rates. Request should be directed to the Commission's Public
Reference Section, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549.
The Company intends to furnish its stockholders with
annual reports containing audited financial statements and
such other reports as may be required by law.
The date of this Prospectus is June ____, 1998.
<PAGE>
FOLLOWING THE COMPLETION OF THIS OFFERING, CERTAIN
BROKER-DEALERS MAY BE THE PRINCIPAL MARKET MAKERS FOR THE
SECURITIES OFFERED HEREBY. UNDER THESE CIRCUMSTANCES, THE
MARKET BID AND ASKED PRICES FOR THE SECURITIES MAY BE
SIGNIFICANTLY INFLUENCED BY DECISIONS OF THE MARKET MAKERS TO
BUY OR SELL THE SECURITIES FOR THEIR OWN ACCOUNT. NO
ASSURANCE CAN BE GIVEN THAT ANY MARKET MAKING ACTIVITIES OF
THE MARKET MAKERS, IF COMMENCED, WILL BE CONTINUED.
FOR A PERIOD OF AT LEAST ONE YEAR FOLLOWING CLOSING OF
THIS OFFERING, THE COMPANY WILL BE REQUIRED BY THE SECURITIES
EXCHANGE ACT OF 1934 TO FILE PERIODIC REPORTS AND OTHER
INFORMATION WITH THE SECURITIES AND EXCHANGE COMMISSION.
SUCH MATERIAL MAY BE INSPECTED AT THE COMMISSION'S PRINCIPAL
OFFICES AT JUDICIARY PLAZA, 450 FIFTH STREET, N.W.
WASHINGTON, D.C. 20459 AND COPIES MAY BE OBTAINED ON PAYMENT
OF CERTAIN FEES PRESCRIBED BY THE COMMISSION. THE COMPANY
WILL FURNISH TO HOLDERS OF ITS COMMON STOCK ANNUAL REPORTS
CONTAINING AUDITED FINANCIAL STATEMENTS EXAMINED AND REPORTED
UPON, AND WITH AN OPINION EXPRESSED BY AN INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANT. THE COMPANY MAY ISSUE OTHER
UNAUDITED INTERIM REPORTS TO ITS SHAREHOLDERS AS IT DEEMS
APPROPRIATE.
<PAGE>
PROSPECTUS SUMMARY
The following is a summary of certain information contained
elsewhere in this Prospectus. Reference is made to, and this
summary is qualified by, the more detailed information set
forth in this Prospectus, which should be read in its
entirety.
THE COMPANY
Century Investments International Inc. is a development
stage corporation incorporated in Delaware on August 8, 1997.
The Company has no operations or revenues and its management
has limited experience in commercial real estate acquisition
or development.
THE OFFERING
The offering is a blind pool offering for the
acquisition and development of income producing properties in
the Far East including China, South Korea, and elsewhere,
including the United States. The Company is offering the Shares for
sale and does not anticipate using the services of any underwriter
or placement agent. SEE "BUSINESS--Plan of
Operation." The Company intends to sell the developed
properties or to manage such properties as it determines.
The Company intends to raise capital for its acquisitions
through debt obligations such as mortgages, debentures,
private placements and/or investor's equity and future stock
offerings. The offering is a best efforts offering with no minimum
offering amount. The ability of the Company to effectuate its business
plan or any portion thereof is dependent on the amount of funds raised
in this offering.
TRANSFER AGENT
The Company will initially act as transfer agent for
the Shares. SEE "DESCRIPTION OF SECURITIES -- Transfer Agent
and Registrar."
SELECTED FINANCIAL DATA
The following table sets forth selected financial information
concerning the Company as of February 28, 1998:
Balance Sheet Data:
Current assets $ 1,000
Total assets $ 1,000
Stockholders' equity (deficit) $ 1,000
The selected financial data above is a summary only and
has been derived from and is qualified in its entirety by
reference to the Company's financial statements and the
report related thereto of John MacLean, Certified Public
Accountant, included elsewhere in this Prospectus. SEE
"EXPERTS" and "FINANCIAL STATEMENTS."
THE COMPANY
The Company, a development stage company, was
incorporated in the State of Delaware on August 8, 1997. The
Company has had no operations to date, has received no
revenues and its Management has limited experience in real
estate acquisition and development. The Company was
organized to engage in the acquisition, construction,
operation and sale of commercial and industrial properties
including property to be developed, property under
development or construction, property newly developed or
constructed or property with operating histories (the
"Properties" or "Property"). The Company will concentrate on
Properties located in the Far East including China, Hong
Kong, and South Korea as well countries located elsewhere,
including the United States. Decisions as to what type and
which business opportunities to participate in will be made
by Management which may, in most cases pursuant to the
Company's by-laws and Certificate of Incorporation and the
Delaware General Corporation Law, act without the consent,
vote or approval of the Company's shareholders. The Company
does not own and Management has not selected or specified any
properties as of the date hereof and the offering herein is
considered a blind pool.
EMPLOYEES
The Company presently has two officers and no other
employees. The Company does not expect to hire any employees
before acquisition of Properties.
OFFICES
The offices of the Company are located in Hong Kong at
Flat H, 14th Floor, Lu Shan Mansion, 5 Taikoo Shing Road,
Quarry Bay, Hong Kong, China. Its telephone number in Hong
Kong is (852) 2565 8778 and its fax number is (852) 2565
9612.
<PAGE>
RISK FACTORS
THE SECURITIES OFFERED HEREBY ARE SPECULATIVE IN NATURE AND
INVOLVE A HIGH DEGREE OF RISK. THE SECURITIES OFFERED HEREBY
SHOULD BE PURCHASED ONLY BY PERSONS WHO CAN AFFORD TO LOSE
THEIR ENTIRE INVESTMENT. THEREFORE, EACH PROSPECTIVE
INVESTOR SHOULD, PRIOR TO PURCHASE, CONSIDER VERY CAREFULLY
THE FOLLOWING RISK FACTORS WHICH DISCUSS THE MATERIAL RISKS
RELATING TO INVESTMENT IN THE COMPANY. A POTENTIAL INVESTOR
SHOULD ALSO READ THE OTHER INFORMATION SET FORTH ELSEWHERE IN
THIS PROSPECTUS AND THE INFORMATION CONTAINED IN THE
FINANCIAL STATEMENTS, INCLUDING ALL NOTES THERETO.
RISK FACTORS CONCERNING THE COMPANY'S BUSINESS
THE COMPANY HAS NO OPERATING HISTORY
The Company, organized on August 8, 1997, is a
development stage company, and has not begun operations as of
the date of this Prospectus. The Company has no operating
history and, accordingly, there is a limited basis, including
only such as items as general market demand and experience of
Management but no performance or economic history, upon which
to evaluate the Company's prospects for achieving its
intended business objectives. To date, the Company's efforts
have been limited to organizational activities and the
preparation of the Registration Statement of which this
Prospectus is a part. The Company has limited resources and
has had no revenues to date.
The Company's proposed operations are subject to all of
the risks inherent in the establishment of a new business
enterprise, including the absence of an operating history.
The likelihood of the success of the Company must be
considered in light of the problems, expenses, difficulties,
complications and delays frequently encountered in connection
with a new business and the competitive environment in which
the Company will operate. No assurance can be given that the
operations of the Company will result in any revenues or that
the Company will be profitable. SEE "BUSINESS."
SUCCESS OF OPERATIONS DEPENDENT UPON MANAGEMENT'S WHICH HAS
LIMITED PRIOR REAL ESTATE EXPERIENCE
The ability of the Company to successfully effect
its business objectives and to acquire and develop real
estate properties will be largely dependent upon the efforts
of its Management including Ms. Bertha Huen and Mr. Alan
Kwong. The Company's Management has limited experience in
owning, constructing, developing or managing properties,
including such commercial or industrial properties as
contemplated for acquisition by the Company. All decisions
with respect to the management of the Company and selection
of real estate investments will be made exclusively by
Management. Although the Company plans to hire consultants,
and professional operating services, there can be no
assurance that these outside services will enable the Company
to exercise the professional level of management appropriate
to its proposed operations.
Shareholders will not have the opportunity to evaluate
the properties that the Company will acquire and must rely on
the ability of Management with respect to the acquisition of
properties. The Company has not entered into employment
agreements or other understandings with any key executives or
obtained any "key man" life insurance on their lives. The
loss of the services of such key executives could have a
material adverse effect on the Company's ability to
successfully achieve its business objectives. SEE "BUSINESS"
and "MANAGEMENT."
ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES
The Company's officers and directors spend a majority of their
time and maintain residences outside the United States. In addition, the
Company anticipates that most, if not all, of the assets that may be
developed or acquired by it will be located outside the United States.
As a result, it may not be possible for investors to effect service of
process within the United States upon the officers, directors or the
Company, or to enforce against the Company's assets or against such
persons judgments obtained in the Unitd States courts predicated upon the
liability provisions, and most particularly the civil liability provisions,
of the United States securities laws or state corporation or other
law. Thus, investors may prevail in an action against the Company or
its officres or directors in a United States court of law but not be
able to enforce any judgmnet received therein.
SHAREHOLDERS MAY BE UNABLE TO OBTAIN CURRENT INFORMATION ABOUT THE COMPANY
As the Company anticipates its operations will be conducted
primarily in China and elsewhere in the Far East, shareholders may have
difficulty in obtaining inforamtion from sources other than the Company,
including foreign local or national government agencies, about the
Company's activities and development of its projects in China or such
other countries in the Far East. Shareholders will be dependent upon
Management for reports of the Company's progress, development, activities
and expenditure of proceeds.
COMPANY MAY NEED ADDITIONAL FINANCING TO COMMENCE OR CONTINUE
OPERATIONS
The number of Properties and diversification thereof is
directly related to the amount of capital raised by the
offering, the ability of the Company to obtain funds from
other sources, and the initial capital required for
particular transactions. The amount of proceeds offered
herein may not be sufficient to meet make a deposit or down
payment for a selected real estate transaction and the
Company may seek additional sources of capital, including an
additional offering of its securities or the issuance of
debt. There can be no assurance that financing will be
available, from any source, or that it will be available on
acceptable terms to the Company, or that any future offering
of securities will be successful. The Company could suffer
adverse consequences if it is unable to obtain additional
capital when needed to make a deposit or down payment to
acquire real property. SEE "BUSINESS."
CONFLICTS AND COMPETITION FOR PROJECTS AND OPPORTUNITIES FROM
OFFICERS OR DIRECTORS ENGAGED IN OTHER ENTITIES WITH SIMILAR
BUSINESS ACTIVITIES
Officers and/or directors of the Company and other
persons that may be associated with the Company may be
engaged in business activities with objectives similar to the
Company or involved in real estate projects. In such event,
such executives may have a conflict of interest in selecting
the real estate investment for the Company. In addition, key
executives may be involved in other business activities which
may cause conflicts of interest in allocating time between
the Company and such other activities. It is possible that
business opportunities suitable for the other business
interests of Management may pose a conflict of interest in
determining whether these opportunities are also suitable for
the Company.
Mr. Kwong may act as a finder for a project or projects
suitable for development by the Company or other business
entities which entities may present more favorable terms for
acting as a finder to Mr. Kwong and in which event Mr. Kwong
may present such opportunities to such other business
entities before presenting them to the Company. Mr. Kwong is
a 60% partner in Central Ocean International, a Hong Kong
company formed in 1993. Central Ocean International entered
into an initial joint venture agreement with a Chinese
government-owned development company to develop "Royal
Plaza", a commercial/residential/hotel complex site in the
City of Chengdu, China. Global Pacific Enterprises, a
British Columbia corporation, was formed to raise capital and
to develop Royal Plaza project. Mr. Kwong is the president,
a director and 18% shareholder of Global Pacific Enterprises.
Pursuant to the joint venture agreement, Global Pacific
Enterprises is required to contribute approximately
$6,000,000 to the joint venture project by mid-1998 in order
to continue as a joint venturer in the project. Global
Pacific Enterprises has filed a registration statement with
the United States Securities and Exchange Commission to offer
and sell its securities to pay the expenses of its search for
such funding. If Global Pacific Enterprises is unable to
raise sufficient funds it may determine to seek alternate
joint venture projects. Such projects may conflict with
projects being sought by the Company.
As the majority owner of Central Ocean International,
Ltd., Mr. Kwong may be presented with real estate development
or investment opportunities suitable for the Company as well
as Central Ocean International. If such a conflict should
arise, Mr. Kwong would use his best business judgment to
present the opportunity to the entity most to likely to be
able to participate in such an opportunity. Investors should
be aware that if such a conflict were to arise, Mr. Kwong
would be in a position to use his discretion without input
from shareholder or other sources.
In general, officers and directors of a corporation
incorporated under the laws of the State of Delaware are
required to present certain business opportunities to such
corporation. Accordingly, as a result of multiple business
affiliations, certain of the Company's directors and its
executive officers may have similar legal obligations to
present certain business opportunities to other entities. In
addition, the Company may enter into one or more joint
ventures with third parties or with entities associated with
officers or directors of the Company. These joint ventures
may be in conflict with the Company in obtaining the rights
to acquire or develop certain project opportunities, or in
the use of available funds or other resources for such
development. There can be no assurance that any of the
foregoing conflicts, if such conflicts arise, will be
resolved in favor of the Company.
Mr. Kwong is also the president of Diversified Holdings
International, Inc., a Delaware corporation. Diversified
Holdings has filed a Form 10-SB with the Securities and
Exchange Commission for registration of its common stock
under the Securities Exchange Act of 1934. Diversified
Holdings is a blank check company which intends to seek and
acquire an interest in a business entity. Diversified
Holdings International, Inc. is seeking such a business
entity in any business or industry and is not limited to any
specific area. Diversified Holdings International, Inc. may
acquire or merge with a real estate company but it is not
seeking real estate development or acquisition projects.
NO TRADING MARKET FOR THE COMPANY'S SECURITIES
There is currently no established public trading market
for the Shares. A market maker sponsoring a company's
securities is required for listing of securities on any of
the public trading markets. The Company does not currently
have a market maker to sponsor its securities but there is no assurance
that any such market maker can be located.
The Company intends to seek a market maker that will sponsor
its securities. If such a market maker can be located, the
Company anticipates that the Company will apply for admission
to quotation of the Shares on the NASD OTC Bulletin Board
although there can be no assurance that it will be able to
meet the requirements for such quotation or that a market
maker will be located. The Company has no arrangements or
agreements with any market maker. SEE "DESCRIPTION OF
SECURITIES". The Company has no business operations,
investments or revenues, and there can be no assurance that
such a listing can be obtained or will be obtained once
operations and revenues have begun. There can be no
assurance that a regular trading market for the Common stock
will develop or that, if developed, it will be sustained.
Various factors, such as the Company's operating results,
services by competitors, ability to acquire and develop
properties, changes in laws, rules or regulations may have a
significant impact on the market price of the securities.
Further, the market price for the securities of public
companies often experience wide fluctuations which are not
necessarily related to the operating performance of such
public companies.
MANAGEMENT HAS DISCRETION TO USE PROCEEDS WITHOUT SHAREHOLDER
OR OTHER INPUT
Management of the Company has considerable discretion
over the use and expenditure of the proceeds of this
offering. The Company intends to use the funds raised in
this offering and additional capital (if such can be
obtained, of which there is no assurance) for purchase of
real property, including making deposits and down payments on
projects, and for administrative expenses. SEE "USE OF
PROCEEDS". Although the Company does not contemplate changes
in the allocated use of proceeds, to the extent the Company
finds changes are necessary or appropriate in order to
address changed circumstances and/or opportunities,
Management may find it necessary to adjust the use of the
Company's capital, including the proceeds of this offering.
As a result of the foregoing, the success of the Company may
be substantially dependent upon the discretion and judgment
of the management of the Company with respect to the
application and allocation of the net proceeds hereof.
NO INVESTOR VOTE ON SELECTION OF PROPERTIES FOR DEVELOPMENT
Shareholders of the Company will not have an
opportunity to evaluate the specific merits or risks of any
prospective real estate investment of the Company. As a
result, investors will be dependent on the judgment of
Management in connection with the selection of the properties
to be acquired or developed. There can be no assurance that
determinations ultimately made by Management will permit the
Company to achieve its business objectives. The number of
Properties that the Company can acquire and the
diversification of such properties may be dependent on the
amount of proceeds raised herein and by other means and will
be reduced if less than the full amount of the offering is
raised. Lack of diversification of the Properties will have
the effect of increasing the risks associated with an
investment in the Shares.
PRESENT STOCKHOLDERS WILL CONTINUE TO CONTROL SHAREHOLDER
VOTE AND ELECTION OF DIRECTORS AFTER OFFERING COMPLETED
Following the offering (assuming no exercise of the
Warrants), Management will own approximately 80% of the
issued and outstanding Common Stock. Accordingly, Management
will be in a position to elect all of the Company's
directors, approve amendments to its Certificate of
Incorporation, and otherwise direct the affairs of the
Company. SEE DESCRIPTION OF SECURITIES".
COMPETITION FROM LARGER ENTITIES FOR FUNDING AND ACQUISITION
OF PROPERTIES
The Company will be a relatively small participant in
the commercial real estate industry and it will face
competition from well financed entities already established
and actively engaged in related or identical projects to
those in which the Company plans to participate. Many of
such entities have significantly greater financial resources,
technical expertise and managerial capabilities than the
Company and, consequently, the Company may be at a
competitive disadvantage. Such companies may not need to
obtain financing for targeted transactions and such targets
may choose to negotiate with the entities that do not need
debt financing. SEE "DESCRIPTION OF BUSINESS - Competition."
COMPANY MAY ISSUE ADDITIONAL SHARES FOR ACQUISITION OF
PROPERTIES; ISSUANCE OF ADDITIONAL SHARES MAY DILUTE VALUE OF
SHAREHOLDERS' STOCK
The Certificate of Incorporation of the Company
authorizes the issuance of a maximum of 100,000,000 shares of
Common Stock, $.0001 par value and 20,000,000 shares of non-
designated preferred stock. As of the date hereof there are
10,000,000 shares of Common Stock outstanding and no shares
of preferred stock outstanding. The Company may issue
substantial additional securities, including its common or
preferred stock, for the acquisition of Property. Such, or
other, future issuance of all or part of the remaining
authorized Common Stock may result in substantial dilution in
the percentage of the Company's Common Stock held by the
Company's then existing shareholders. Moreover, any Common
Stock issued in the future may be valued on an arbitrary
basis by the Company. The issuance of the Company's shares
for future acquisitions may have the effect of diluting the
value of shares held by investors, and might have an adverse
effect on any trading market, should a trading market develop
for the Company's shares. SEE "BUSINESS - Acquisition of
Properties."
VALUE OF THE SHARES PURCHASED WILL BE IMMEDIATELY REDUCED
AFTER PURCHASE
Upon the sale of the Shares offered hereby the
investors thereof will own 1,000,000 shares of Common Stock
for an aggregate purchase price of $1,000,000 whereas the
present shareholders have invested $1,000 for an aggregate of
10,000,000 shares of Common Stock. Investors in the
securities offered hereby will suffer immediate and
substantial dilution in the value of their shares of approximately
$.89 per Share. SEE "DILUTION".
POSSIBILITY OF ISSUANCE OF PREFERRED STOCK COULD DEPRESS
MARKET PRICE
The Company has 20,000,000 shares of non-designated
preferred stock which it may issue from time to time by
action of the Board of Directors. The Board may designate
such stock as to voting and other preferences which
designations may give the holders of the preferred stock
voting control and other preferred rights such as to
liquidation and dividends. The authority of the Board to
issue such stock without shareholder consent may have a
depressive effect on the market price of the Company's Common
Stock even prior to any such designation or issuance of the
preferred stock.
POTENTIAL ANTI-TAKEOVER EFFECT OF ISSUANCE OF PREFERRED STOCK
The Board of Directors has the authority, without
further approval of the Company's stockholders, to issue
preferred stock, having such rights, preferences and
privileges as the Board of Directors may determine. Any such
issuance of shares of preferred stock, under certain
circumstances, could have the effect of delaying or
preventing a change in control of the Company or other take-
over attempt and could adversely affect the rights of holders
of shares of Common Stock and thereby reduce the value of the
Common Stock. The designation and issuance of preferred
stock favorable to current Management or current shareholders
could make the possible takeover of the Company or the
removal of Management of the Company more difficult and
discourage hostile bids for control of the Company which bids
might have provided shareholders with premiums for their
shares. Sections 212 and 216 of the General Corporation Law
of Delaware ("GCLD") provide that each stockholder shall be
entitled to one vote per share, unless otherwise stated in a
company's incorporation document or by-laws, and directors
shall be elected by a plurality of votes present at a
shareholder meeting. The Board of Directors has the
authority to set the record date for determination of
shareholders entitled to vote at a shareholder meeting.
Section 251 of the GCLD requires a majority vote of
shareholders in order to effect a merger or consolidation of
a company. Thus the issuance of shares of preferred stock
with voting rights may make the obtaining of a majority or
plurality vote in favor of a change in control more difficult
or impossible to achieve.
COMPANY DOES NOT ANTICIPATE PAYING DIVIDENDS
Should the proposed operations of the Company be
profitable, it is likely that the Company would retain much
or all of its earnings in order to finance future growth and
expansion. The Company has not and does not presently intend
to pay dividends and dividends are unlikely to be paid in the
foreseeable future.
FACTORS BEYOND THE COMPANY'S CONTROL
The Company anticipates that certain of the Properties
that it may develop may include hotels, resorts or
entertainment centers. If the Company does develop such
types of Properties, numerous conditions beyond the Company's
control may substantially affect the success of such
projects. Such conditions include, but are not limited to,
fluctuations in competitive rental rates, weather conditions,
travel and touring preferences, political unrest, as well as
competition from other tourist oriented businesses. The
Company's projects will also be affected by other factors
outside its control including the costs and availability of
local labor and supplies, transportation of supplies and
equipment, and weather conditions inhibiting development or
delivery of supplies.
RISKS RELATING TO OPERATING IN CHINA AND ELSEWHERE IN THE FAR
EAST INVESTMENT IN FAR EAST GENERALLY
The Company anticipates that it will initially focus
its development efforts on projects and opportunities located
in China and the Far East. Because of government controls
and lack of established information systems, information
regarding projects in which the Company may participate
located in China and the Far East will be difficult for
United States investors to obtain and investors may be unable
to track the progress of the projects in which the Company is
involved. In addition, if the Company begins operations in
China or the Far East it will be subject to the risks
incident to the ownership and operation of businesses
therein. These risks include, among others, the risks of
internal political or civil unrest, war, or government
restrictions. These risks are dynamic and difficult to
quantify. The Company will be subject to the risks normally
associated with changes in general national economic
conditions or local market conditions, competition,
patronage, and changes in market rates. Although many of the
governments of the countries of the Far East have liberalized
policies on international trade, foreign ownership and
development, investment, and currency repatriation,
increasing both international trade and investment
accordingly, such policies might change unexpectedly. The
Company will be effected by the rules and regulations
regarding foreign ownership of real property. Such rules may
change quickly and dramatically which may have an adverse
impact on ownership and may result in a loss without recourse
of property or assets of the Company. Hong Kong is in a
period of transition from control over it by Great Britain to
control by China. It is uncertain what changes may result
from such transition in regard to business, foreign property
ownership, restrictions on development, taxes or other
factors.
INVESTMENT IN CHINA IN PARTICULAR
Because certain of the projects of the Company may be
located in China, the Company will be subject to the rules
and restrictions governing China's political and economic and
legal systems. Such regulations include among others, the
following:
Political and Economic System. Under its current
leadership, the government of the People's Republic of China
("PRC") has been pursuing economic reform policies, which
include the encouragement of private economic activity and
greater economic decentralization. There can be no
assurance, however, that the Chinese government will continue
to pursue such policies, or that such policies will be
successful if pursued. Changes in policies made by the
Chinese government may result in new laws, regulations, or
the interpretation thereof, confiscatory taxation,
restrictions on imports, currency devaluations or the
expropriation of private enterprise which may, in turn,
adversely affect the Company. Furthermore, business
operations in China can become subject to the risk of
nationalization, which could result in the total loss of
ownership and control of any assets or operations that may be
developed by the Company in China. Also, economic
development may be limited by the imposition of austerity
measures intended to reduce inflation, the inadequate
development of an infrastructure, and the potential
unavailability of adequate power and water, transportation,
communication networks, raw materials and parts.
Legal System. The PRC's legal system is a civil law
system based on written statutes. Unlike the common law
system in the United States, decided legal cases in the PRC
have little value as precedents. Furthermore, the PRC does
not have a well-developed body of laws governing foreign
enterprises. Definitive regulations and policies with
respect to such matters as the permissible percentage of
foreign investment and permissible rates of equity returns
have not yet been published, statements regarding these
evolving policies have been conflicting, and any such
policies, as administered, are likely to be subject to broad
interpretation and modification, perhaps on a case-by-case
basis. As the legal system in the PRC develops with respect
to such new forms of enterprise, foreign investors may be
adversely affected by new laws, changes in existing laws (or
interpretation thereof) and the preemption of provincial or
local laws by national laws. The Company's operations in
China, if any are developed of which there can be no
assurance, will be subject to administrative review and
approval by various national and local agencies of the PRC
government. Management intends that the Company's operations
will comply with applicable administrative requirements;
however, there is no assurance that the Company will be able
to timely obtain the necessary administrative approvals for
any projects that the it determines to develop.
Inflation/Economic Policies. In recent years, the
Chinese economy has experienced periods of rapid growth and
high rates of inflation, which have, from time to time, led
to the adoption by the PRC government of various corrective
measures designed to regulate growth and contain inflation.
In 1995, China's overall inflation rate was estimated to be
14.8%, compared to 21.4% in 1994 and 13.2% in 1993. High
inflation has in the past and may in the future cause the PRC
government to impose controls on prices, or to take other
action which could inhibit economic activity in China, which
in turn could affect the Company's development or operations.
CURRENT TURMOIL IN ECONOMIC SYSTEMS OF COUNTRIES IN FAR EAST
By the middle of 1997, many Asian countries, including,
without limitation, South Korea, Japan, Malaysia, Thailand
and the Philippines, had accumulated large external debt,
with much investment in risky domestic projects, that were
not earning sufficient foreign currency to repay the debt.
Most of such Asian countries' currencies were pegged to the
dollar and had become overvalued as the value of the dollar
rose. Asian exports had become less competitive, earning
less foreign currency and speculators have become worried by
these economic troubles creating large sales of domestic
currencies. The Asian stock markets have reflected these
economic troubles and have experienced dramatic drops in
prices resulting in uncertainty of the stability of such
markets. Between October 23, 1997 and October 28, 1997, the
Hong Kong stock market lost nearly 25% of its value as a
result of fears over interest rates and pressures on the Hong
Kong dollar. The International Monetary Fund has granted
emergency loan relief to certain Asian countries in an
attempt to stem the fall of such currencies. It is
impossible to predict what the result of such economic unrest
will be or what impact it will have on the ability of the
Company to acquire or develop commercial real estate
projects.
Certain analysts believe that China's fundamental
economic situation is different from that of those Asian
countries currently experiencing such economic trouble. The
value of China's currency is controlled by the Chinese
government so a catastrophic decline in value is less likely
to occur. Most investment in China is in plants and
equipment, not short-term bonds, so a shortage of hard
currency to pay foreign debts is not as likely. However, it
is impossible to predict whether China will experience an
economic downturn as a result of the current Asian economic
turmoil or other internal banking and financing factors.
RISK FACTORS CONCERNING THE OFFERING
LIMITATION OF LIABILITY AND INDEMNIFICATION OF OFFICERS AND
DIRECTORS
The Certificate of Incorporation and By-Laws of the
Company provide that the Company shall indemnify its officers
and directors against losses sustained or liabilities
incurred which arise from any transaction in such officer's
or director's respective managerial capacity unless such
officer or director violates a duty of loyalty, did not act
in good faith, engaged in intentional misconduct or knowingly
violated the law, approved an improper dividend, or derived
an improper benefit from the transaction. The Company's
Certificate of Incorporation and By-Laws also provide for the
indemnification by it of its officers and directors against
any losses or liabilities incurred as a result of the manner
in which such officers and directors operate the Company's
business or conduct its internal affairs, provided that in
connection with these activities they act in good faith and
in a manner which they reasonably believe to be in, or not
opposed to, the best interests of the Company, and their
conduct does not constitute gross negligence, misconduct or
breach of fiduciary obligations. SEE "MANAGEMENT--
Indemnification of Officers, Directors, Employees and
Agents".
COMPANY'S STOCK SUBJECT TO PENNY STOCK REGULATION
Penny stocks generally are equity securities with a
price of less than $5.00 per share other than securities
registered on certain national securities exchanges or quoted
on the Nasdaq Stock Market, provided that current price and
volume information with respect to transactions in such
securities is provided by the exchange or system. The
offering price of the Shares is less than $5.00 and the
market price of the Shares, if such a market occurs and is
sustained, may continue at a price less than $5.00. Thus the
Company's Shares are subject to the "penny stock" rules that
impose additional sales practice requirements on broker-
dealers who sell such securities to persons other than
established customers and accredited investors (generally
those with assets in excess of $1,000,000 or annual income
exceeding $200,000 or $300,000 together with their spouse).
For transactions covered by these rules, the broker-
dealer must make a special suitability determination for the
purchase of such securities and have received the purchaser's
written consent to the transaction prior to the purchase.
Additionally, for any transaction involving a penny stock,
unless exempt, the rules require the delivery, prior to the
transaction, of a risk disclosure schedule prescribed by the
Commission relating to the penny stock market. Such document
must disclose the risks of investing in the penny stock
market including (i) a description of the nature and risk
involved in the penny stock market; (ii) a description of the
duties of the broker-dealer to the customer and the rights
and remedies available; (iii) an explanation of the name of
"bid" and "ask" prices in the penny stock market; (iv) a
description of all significant terms used in the risk
disclosure document; and (v) a toll free number to provide
information on disciplinary histories. The broker-dealer
also must disclose the commissions payable to both the
broker-dealer and the registered representative and current
quotations for the securities. Finally, monthly statements
must be sent disclosing recent price information on the
limited market in penny stocks. Consequently, the "penny
stock" rules may restrict the ability of broker-dealers to
sell the Company's securities.
SHARES AVAILABLE FOR RESALE WITHOUT ADDITIONAL CAPITAL
PURSUANT TO RULE 144
All the issued and outstanding shares of the Company,
to the extent not sold or transferred pursuant to this
offering, are "restricted securities" as such term is defined
in Rule 144 ("Rule 144") promulgated under the Securities Act
of 1933 (the "1933 Act"). In general, under Rule 144, if
adequate public information is available with respect to a
company, a person who has satisfied a one year holding period
as to his restricted securities or an affiliate who holds
unrestricted securities may sell, within any three month
period, a number of that company's shares that does not
exceed the greater of one percent of the then outstanding
shares of the class of securities being sold or the average
weekly trading volume during the four calendar weeks prior to
such sale. Sales of restricted securities by a person who is
not an affiliate of the company (as defined in the 1933 Act)
and who has satisfied a two year holding period may be made
without any volume limitation. The outstanding restricted
securities of the Company may become eligible for sale in the
public market pursuant to Rule 144 without additional capital
contribution to the Company. Possible or actual sales of the
Company's outstanding Common Stock by all or some of the
present stockholders may have an adverse effect on the market
price of the Company's Shares should a public trading market
develop.
REGISTRATION OR QUALIFICATION OF THE SECURITIES IN A LIMITED
NUMBER OF STATES
The Company anticipates that a substantial portion of
Shares will be sold to investors located outside the United
States. The Company is registering the offer and sale of the
Shares in California. Purchasers of the Shares
who are residents of the United States must be residents in
the state(s) in which the Shares are registered or
qualified. The Company will not accept purchases from
residents not located in states in which the Shares have been
qualified or registered. The Company may not be able to
obtain the anticipated offering amount due to this limited
registration.
RESALES OF THE SHARES UNDER STATE SECURITIES LAWS--THE
NATIONAL SECURITIES MARKET IMPROVEMENT ACT OF 1996
The National Securities Market Improvement Act of 1996
("NMSIA") limits the authority of states to impose
restrictions upon sales of securities made pursuant to Sections 4(1)
and 4(3) of the Securities Act of companies which file
reports under Sections 13 or 15(d) of the Securities Exchange Act.
Sales of the Shares in the secondary trading market will be
made pursuant to Section 4(1) (sales other than by an issuer,
underwriter or broker). It is anticipated that the Shares
will be immediately eligible for resale in the secondary
market.
RISK FACTORS REGARDING REAL ESTATE
REAL PROPERTY OWNERSHIP SUBJECT TO UNEXPECTED CHANGES
The Company will be subject to the risks generally
incident to the ownership of real estate, including changes
in general economic or local conditions, changes in supply of
or demand for similar or competing properties in an area,
changes in interest rates and availability of permanent
mortgage funds which may render the sale of a property
difficult or unattractive, and changes in tax, real estate,
environmental and zoning laws. Periods of high interest
rates and tight money supply may make the sale of properties
more difficult.
RISKS REGARDING DEVELOPMENT AND CONSTRUCTION OF UNIMPROVED
PROPERTIES
The Company may invest some or all of the net proceeds
available for investment in the acquisition and development
of properties upon which it will develop and construct
improvements. The Company may be subject to risks relating
to the builder's ability to control construction costs or to
build in conformity with plans, specifications and timetables
and the ability of the builder or the Company to timely
obtain the necessary building permits. Performance may also
be affected or delayed by conditions beyond the builder's
control. Additional risks may be incurred where the Company
makes periodic progress payments or other advances to such
builders prior to completion of construction. Factors such
as those discussed above can result in increased costs of a
project and a corresponding depletion of the Company's
working capital reserves or loss of its investment.
Furthermore, the price to be paid for a property upon which
improvements are to be constructed or completed, which price
is normally agreed upon at the time of acquisition, of
necessity must be based upon projections of rental income and
expenses or fair market value of the property upon completion
of construction which are not certain until after a number of
months of actual operation.
CERTAIN ENVIRONMENTAL MATTERS MAY HINDER DEVELOPMENT
The Company may invest in properties located in the
United States or in other countries which have environmental
laws impacting on real property, its development and its
usage. Under various United States federal, state and local
environmental laws, ordinances and regulations, a current or
previous owner or operator of real property may be liable for
the cost of removal or remediation of hazardous or toxic
substances on, under or in such property. Such laws often
impose liability whether or not the owner or operator knew
of, or was responsible for, the presence of such hazardous or
toxic substances. Environmental laws also may impose
restrictions on the manner in which property may be used or
businesses may be operated, and these restrictions may
require expenditures. Environmental laws provide for
sanctions in the event of noncompliance and may be enforced
by governmental agencies or, in certain circumstances, by
private parties. In connection with the acquisition and
ownership of the Company's properties, the Company may be
potentially liable for such costs.
INVESTMENT IN FAR EAST MAY HAVE UNPREDICTABLE RISKS
Investments by the Company will be subject to the risks
incident to the ownership and operation of commercial real
estate in the Far East, including China and Hong Kong. These
include the risks of political unrest and war, which risks
are dynamic and difficult to quantify. Investments by the
Company also will be subject to risks normally associated
with changes in general national economic conditions or local
market conditions, competition for patronage, changes in
market rental rates, and the need to periodically renovate
and repair to maintain desirability, and to pay the costs
thereof. Although many of the governments of the countries
of the Far East have liberalized policies on international
trade, investment, and currency repatriation, increasing both
international trade and investment accordingly, such policies
might change unexpectedly. The properties in which the
Company intends to invest will be affected by the rules and
regulations regarding foreign ownership of real estate and
such rules may change quickly and dramatically which may have
an adverse impact on such ownership. Hong Kong is in a
period of transition from control over it by Great Britain to
control by China. It is uncertain what changes may result
from such transition in regard to business, foreign property
ownership, restrictions on development, taxes or other
factors.
COMPANY IS ABLE TO INCUR UNLIMITED DEBT
There are no legal limitations as to the amount of debt
the Company may incur in regard to the acquisition of
Property or otherwise. The Company's ability to service the
debt that it may incur in connection with such acquisition
and development of Properties will be dependent on the
Company's future performance, which will be affected by the
success of such income properties, prevailing economic
conditions, and financial, business and other factors,
certain of which are beyond the Company's control.
Accordingly, no assurance can be given that the Company will
maintain a level of operating cash flow that will permit it
to service any future obligation and to satisfy financial
covenants that may be contained in the credit instruments
used for the acquisition of real properties. If the Company
is unable to generate sufficient cash flow or is unable to
refinance or extend such future outstanding indebtedness, it
will have to adopt one or more alternatives, such as reducing
or delaying planned expansion and capital expenditures,
selling assets, restructuring debt or obtaining additional
equity capital. There is no assurance that, if required, any
of these strategies could be implemented on satisfactory
terms. If the Company were unable to meet debt service
requirements, the income properties could be transferred to
any such mortgagee with a consequent loss of income and asset
value to the Company. SEE "BUSINESS".
DELAYS AND OBSTACLES IN DEVELOPMENT OF PROPERTY
The real estate development business involves
significant risks in addition to those involved in the
ownership and operation of Properties, including the risks
that financing may not be available on favorable terms for
development projects, that construction may not be completed
on schedule (resulting in increased debt service expense and
construction costs), that long-term financing may not be
available on completion of construction, and that the Company
will experience decreased revenue.
DILUTION
Investors in the Shares will experience immediate and
substantial dilution of their securities. Dilution is the
difference between the offering price and the net tangible
book value per share of the Company's Common Stock
immediately after the offering. "Net tangible book value" is
determined by dividing the number of shares of Common Stock
issued and outstanding into the net tangible value of the
Company (tangible assets less liabilities).
The following table illustrates the dilution of an
investor in a Share:
Public offering price per Share $ 1.00
Net tangible book value per share before offering $ .0001
Net tangible book value per share after offering $ .1056
Increase per share $ .1055
Dilution to investors per Share $ .8944
Percentage Percentage Average
of Consid- of Total Price
Outstanding eration Considera- per
Number Shares(1) Paid tion Paid Share
Existing
Shareholders 10,000,000 90% $1,000 .01% $0.0001
New Investors 1,000,000 10% 1,000,000 99.99% $1.00
Total 11,000,000 100% $1,001,000 100.00%
(1) Assumes sale of all 1,000,000 Shares.
BUSINESS
GENERAL
The Company is a development stage company with no
operations or revenues. Management of the Company has
limited experience in real estate acquisition and
development. The Company has been organized to engage in the
acquisition, construction, operation and sale of commercial
and industrial properties including those which are to be
developed, under development or construction, are newly
constructed or have been constructed and have operating
histories. The Company will concentrate on properties
located in China, Hong Kong, South Korea and other countries
in the Far East and elsewhere as well as the United States.
Decisions as to what type and which business opportunities to
participate in will be made by management of the Company.
Management believes that the close familiarity of certain of
its officers and directors with business and economic
conditions in Hong Kong and other areas in the Far East and
elsewhere, and knowledge of the Chinese language, as well as
the familiarity of certain of its officers and directors with
the United States, the English language and, generally, the
American and international business communities, will be
useful in meeting the Company's business objectives.
Since inception, the principal activity of the Company
has been directed to organizational efforts. As of the date
hereof, the Company has not entered into any other business
activity. Company start-up costs have been provided by
financing from the president of the Company, as disclosed in
the financial statements herewith. No other initial
financing has been obtained.
PLAN OF OPERATION
The Company is a development stage company and
Management has limited experience in commercial real estate
acquisition and development. The Company was organized to
engage in the acquisition, construction and/or operation of
real property, and any and all business activities incidental
thereto. Initially, the Company expects to seek out
Properties in the Far East, including Hong Kong and China.
As of the date hereof, the Company has not acquired or
entered into any definitive contracts to acquire any
Properties. The Company expects to consider other areas in
the Far East and elsewhere, including the United States, for
development at such time as, in the opinion of Management,
there are opportunities for the Company's involvement. The
Company intends to seek out Properties that, in the opinion
of Management, warrant the Company's involvement. The
Company recognizes that, as a result of its limited
financial, managerial and other resources, the number of
available, suitable Properties from which to choose may be
limited. Management believes that the proceeds from this
Offering will be sufficient to use as a deposit for the
acquisition or leasing of one or more properties which the
Company may develop or manage. If the Company utilizes funds
for the leasing of property, it will locate property that it
will be able to sublease at a higher rate and which will provide
a regular rental return, such as office or apartment units.
The Company may raise additional funds, as necessary, by borrowing from
banks or other financing sources. The Company also anticipates that
it may enter into joint venture arrangements with other
entities which may supply additional funds for the
acquisition or the development of specific properties or
projects.
The Company anticipates that it will have to raise
funds in the next six months in order to acquire Properties.
In general, Management intends to finance Properties through
debt obligations such as mortgages at competitive market
rates, debentures, and/or investors' equity. Management has
contacted various sources through which financing may be
arranged, and has met with and will continue to meet with
potential private investors or lenders. The Company has not
set a time frame within which its financing goals must be
met, other than seeking to make the arrangements for
financing at the earliest possible time. If such financing
is arranged, repayment of debt and debenture obligations will
be made from earnings from operations of the Properties
and/or equity interest in the Company. The Company has not
entered into any financial arrangements or joint venture
arrangements with any banks or other financing sources and
there is no assurance that such arrangements will be
available to the Company on terms acceptable to it, if at
all, when such additional funds are required. Such inability
to obtain additional funds when required may severally limit
the ability of the Company to acquire or develop any real
property.
The Company will minimize its cash requirements during
the first twelve months of operation by deferring salaries to
its officers until and if acquisition of one or more
Properties is accomplished. Incidental expenses of operation
prior to acquisition of Properties will be provided by loans
to the Company or purchases of stock from the Company by one
or more of its current shareholders. There is no binding
agreement pursuant to which the current shareholders must
continue to make such loans or purchase stock.
The Company's principal business objective is to seek
long-term growth potential in the Properties in which it
participates including developing the Properties as part of
such long-term growth and for on-going income production,
such as hotels or entertainment centers. There can be no
assurance that any of Management's objectives or intentions
will be met.
The Company has not adopted a policy with respect to
the amount or percentage of assets to be invested in any
specific Property. Management of the Company will make the
determination as to the amount of assets to be utilized for
any specific Property at the time that such opportunity to
acquire such Property is presented.
PROPERTIES
The Company will seek to acquire and operate commercial
and industrial properties, including without limitation,
office buildings, shopping and office centers, hotels and
entertainment centers, business and industrial parks and
commercial and industrial properties, including properties
which are under construction or development, are newly
constructed, or have been constructed and have operating
histories. All such properties may be acquired, developed
and operated by the Company alone or jointly with another
party. The Company may enter into one or more joint ventures
with unrelated third parties or with entities affiliated with
the officers or directors of the Company or one or more
shareholders. As of the date of this Prospectus, the Company
has neither purchased nor contracted to purchase any
properties. Management anticipates that it will initially
seek properties with small initial deposit requirements but
with on-going or potential immediate revenue such as small
size office buildings or hotels. The Company has not located
any specific property and there is no assurance that it will
be able to locate any properties suitable for acquisition or
leasing.
EVALUATION OF BUSINESS OPPORTUNITIES
The analysis of Properties will be undertaken by or
under the supervision of Management of the Company. The
Company intends to actively seek out Properties by various
methods, including knowledge of its officers, directors and
advisors, and business brokers, financial advisors and
others. The Company may engage the services of professional
firms that specialize in commercial real estate acquisitions
and reorganizations. In certain circumstances, the Company
may, in connection with an acquisition, agree to pay a
finder's fee or other compensation to an investment banking
firm or other person (who may or may not be affiliated with
the Company) who submits to the Company a Property in which
the Company participates. The Company has not yet entered
into any contracts with any person incident to locating an
Property. SEE "MANAGEMENT - Payment of Fees to Officers,
Directors, Advisors and Affiliates."
In analyzing prospective Properties, Management will,
possibly with the help of consultants, consider such matters
as the technical, financial and managerial resources
available to develop the Property and to continue its
operations once on-line; working capital and other financial
requirements; history of operation, if any; prospects for the
future; nature of present and expected competition; the
quality and experience of management services which may be
available and the depth of that management; the need for
further research regarding such potential development;
specific risk factors not now foreseeable but which then may
be anticipated to impact the proposed activities of the
Company; the potential for growth or expansion; the potential
for profit; the perceived public recognition or acceptance of
the intended use of the Property, such as an entertainment
center; name identification particularly for potential
commercial development such as a hotel or shopping center;
and other relevant factors. These factors are merely
illustrative of the types of factors that Management may
consider in evaluating a potential acquisition. Wherever
possible, Management of the Company will meet with management
and other key personnel of the Properties as part of their
investigation.
Although these and other factors may be considered, to
a large extent a decision to participate in a specific
Property will be difficult, if not impossible, to analyze
through the application of objective criteria. In many
instances, the performance history of a specific potential
Property may not necessarily be indicative of its potential
for future profitability because of various changing
requirements of the marketplace and the ability of management
to shift marketing approaches, expand and develop the
property, change emphasis, and substitute new operating
management.
Any Properties in which the Company participates will
present certain risks. Many of these risks cannot be
adequately identified prior to selection of the specific
Property and purchasers in this offering must, therefore,
depend on the ability of Management to identify and evaluate
such risks.
The Company may acquire one or more Properties that may
be in the developmental stage, that may be in operation, or
that may be in any other stage of development, including
without significant revenues. There is a risk, even after
the Company's participation in the Property and the related
expenditure of the Company's limited funds, that a Property
will still be unable to become a going concern or advance
beyond the developmental stage and the Company may be
required to contribute significant funds to maintain
operations or finalize completion of a Property. The
Properties may involve market strategies new in certain
geographic locations, such as video arcades or fast food
outlets, which may not succeed. Such risks will be assumed
by the Company and, therefore, its shareholders.
ACQUISITION OF PROPERTIES
In acquiring a Property, it is possible that part of
the consideration given by the Company will consist of the
Company's Common Stock, although the Company may also use
cash and/or debt. If the Company were to issue substantial
additional securities for acquisitions, such issuance may
dilute the value of shares held by investors, and might have
an adverse effect on any trading market that may develop in
the Company's securities in the future. If, in the
acquisition of any given Property, the Company were to incur
indebtedness that substantially changed the capital structure
of the Company, the Company's shareholders would most likely
be exposed to a greater risk of loss of their investment in
the Company.
Securities issued in any such transaction are likely to
rely on exemptions from registration under applicable federal
and state securities laws. In some circumstances, however,
as a negotiated element of such a transaction, the Company
may agree to register the securities either at the time the
transaction is consummated or at specified times thereafter.
The issuance of substantial additional securities and their
potential sale into any trading market which may develop in
the Common Stock may have a depressive effect on such market.
As part of the Company's investigation of potential
Property, Management of the Company would expect to meet with
management and developers of a Property, visit and inspect
the Property, review plans, plats and permits, obtain
independent analysis or verification of certain information,
check references of such management and key personnel, and
take other reasonable investigative measures to the extent of
the Company's limited financial resources and Management
expertise.
Without additional financing (of which there is no
assurance), the Company will not have sufficient funds to
undertake any significant acquisition, construction,
development, or marketing of Properties. In order to acquire
and develop a significant Property, the Company may be
required to either seek additional debt or equity financing
or obtain funding from third parties. As a result, the
Company may give up a portion of its interest in any acquired
Property. There is no assurance that the Company will be
able to obtain additional financing or to interest third
parties in providing funding for the further construction,
development, or marketing as to any Property acquired. The
Company anticipates that it will originate debt in the form
of mortgage loans or promissory notes in order to obtain
financing for the acquisition and development of the
Property. The Company has no restrictions in place regarding
the type of mortgage loans that can be incurred nor the
amount of such loans. Management understands that mortgage
financing is not available through state banks of China and
any such financing must be arranged through foreign banks
outside China. Management may determine in its sole
discretion the percentage of assets to be invested and the
amount and type of debt to be incurred. The Company has
determined no policy regarding its portfolio turnover rate
nor has the Company placed limits upon the amount of debt
that can be incurred or assumed. Management will utilize the
depreciation method recommended by the accountants for any
particular Property.
MANAGEMENT OF PROPERTY
The Company's operations following its acquisition of a
Property will be dependent on the nature of the Property.
Management may develop and manage a property itself or may
engage third-party developers or managers. The Company may
enter into agreements with such third-parties to develop or
manage the Property for a portion of the interest in the
Property or by payment of a salary. Certain Property owned
by the Company may be located overseas in which case
Management intends to utilize local companies or persons to
manage a Property. It may be expected that the nature of
particular Properties will present various risks to
investors, certain of which have been generally summarized in
this Prospectus.
BUSINESS ENVIRONMENT FOR PROPOSED PROPERTY
Over the last several years, the Far East, including
Hong Kong and China, has enjoyed an increasingly vigorous
economy. Foreign investment in Far East has grown
considerably in the last 10 years. China has allowed the
establishment of foreign private enterprise and has
encouraged development of China as a manufacturing and
business center. However, China remains a communist country
with tight governmental controls. There can be no assurance
of the government's continued encouragement or permission of
private investment in China. Nor can there be any assurance
as to continued ownership of real property by foreign
entities in China. As of June, 1997, Hong Kong was no longer
under the control of Great Britain and became part of China.
The Hong Kong government has been replaced with
representatives of the government of China. Although
representations have been made that business in Hong Kong
will continue unchanged, it remains unclear what effect the
transfer to China with have on the business community and
environment in Hong Kong.
COMPETITION
The Company will be a small participant among the firms
that engage in the acquisition and development of Properties.
There are many established companies that have substantially
greater financial and personnel resources and technical
expertise than the Company. In view of the Company's limited
financial resources and limited Management experience, the
Company may be at a competitive disadvantage compared to the
Company's competitors.
FEDERAL INCOME TAXATION
The Company does not intend to qualify as a "real
estate investment trust" and will therefore be subject to
Federal income tax as a regular, domestic corporation and its
stockholders will be subject to tax in the same manner as
stockholders of such a corporation. Distributions, if any,
will generally be subject to tax as ordinary income to the
extent of the Company's current and accumulated earnings and
profits as determined for Federal income tax purposes. If
the amount distributed exceeds a stockholder's allocable
share of such earnings and profits, the excess will be
treated as a return of capital to the extent of the
stockholder's adjusted basis in the Common Stock, which will
reduce the stockholder's basis in the Common Stock but not be
subject to tax, and thereafter as a gain from the sale or
exchange of a capital asset.
The Company anticipates that the majority of the Shares
will be sold to investors who are not residents or citizens
of the United States. Dividends paid to non-United States
resident/citizen shareholders out of earnings and profits
will generally be subject to withholding of United States
Federal income tax at the rate of 30% unless reduced or
eliminated by an applicable tax treaty or unless such
dividends are treated as effectively connected with a United
States trade or business. Distributions paid by the Company
in excess of its earnings and profits will be treated as a
tax-free return of capital to the extent of the holder's
adjusted basis. Prospective investors are urged to consult
their tax advisors regarding the United States Federal tax
consequences of acquiring, holding and disposing of the
Common Stock offered herein, as well as any tax consequences
that may arise under the laws of any foreign, state, local or
other taxing jurisdiction.
CONFLICT OF INTEREST
Alan Kwong, Vice President and a director and
shareholder of the Company, is president of a company
involved in real estate development in the Far East. This
company primarily acts as a finder for real estate
transactions. Mr. Kwong may act as a finder for a project or
projects suitable for development by the Company or other
business entities which entities may present more favorable
terms for acting as a finder. Mr. Kwong is the president, a
director and shareholder of Global Pacific Enterprises,
which, through its trustee corporation Central Ocean
International, Ltd., has entered into an initial joint
venture agreement with a Chinese government-owned development
company to develop "Royal Plaza", acommercial/residential/hotel
complex site in the City of Chengdu, China. Global Pacific Enterprises
is required to contribute approximately $6,000,000 to the joint venture
project by mid-1998 in order to continue as a joint venturer
in the project. Global Pacific Enterprises has filed a
registration statement with the United States Securities and
Exchange Commission to offer and sell its securities to pay
the expenses of its search for such funding. If Global
Pacific Enterprises is unable to raise sufficient funds it
may determine to seek alternate joint venture projects. Such
projects may conflict with projects being sought by the
Company.
Mr. Kwong is the president of Diversified Holdings
International, Inc., a Delaware corporation. Diversified
Holdings has filed a Form 10-SB with the Securities and
Exchange Commission for registration of its common stock
under the Securities Exchange Act of 1934. Diversified
Holdings is a blank check company which intends to seek and
acquire an interest in a business entity.
USE OF PROCEEDS
The proceeds to the Company offered hereby will be
$1,000,000 if the total number of offered Shares is sold.
The Company intends to use approximately 85% of the
proceeds for the acquisition of Property and the remaining
15% of the proceeds for administrative expenses, including
analysis and review of potential acquisition Properties.
Management believes that the proceeds from this Offering will
be sufficient to use as a deposit for the acquisition or
leasing of one or more properties which the Company may
develop or manage. The Company may raise additional funds,
as necessary, by borrowing from banks or other financing
sources. The Company also anticipates that it may enter into
joint venture arrangements with other entities which may
supply additional funds for the acquisition or the
development of specific properties or projects. The Company
has not entered into any financial arrangements or joint
venture arrangements with any banks or other financing
sources and there is no assurance that such arrangements will
be available to the Company on terms acceptable to it, if at
all, when such additional funds are required. Such inability
to obtain additional funds when required may severally limit
the ability of the Company to acquire or develop any real
property.
The uses set forth above merely indicate the proposed
use of offering proceeds, and actual expenditures may vary
substantially, depending on various factors, some of which
cannot now be predicted.
THE OFFERING
The offering consists of 1,000,000 shares of Common
Stock offered by the Company at $1.00 per Share.
The Company is a recently formed Delaware corporation,
without operations or revenues and with limited capital. The
Company intends to build, manage, develop and acquire real
property but has not selected any such property to date and
the offering is deemed to be blind pool. SEE "THE COMPANY."
The offering price of the Shares offered hereby is
$1.00 per Share. The offering price of the Shares was
determined arbitrarily by the Company and is not necessarily
related to asset or book value, net worth or any other
established criteria of value.
If the Company is able to obtain a market maker for its
securities, the Company intends to apply for admission to the
NASD OTC Bulletin Board for the listing of the Shares. There
can be no assurance that the Company will be able to locate a
market maker that will sponsor its securities or that if so
located that its securities will be accepted for listing on
the NASD OTC Bulletin Board. The Company has no agreements
or arrangements with any market makers to sponsor its
securities for such listing. SEE "RISK FACTORS - Absence of
Trading Market" and "DESCRIPTION OF SECURITIES--Admission to
Quotation on the Nasdaq SmallCap Market or NASD OTC Bulletin
Board". If the Company is unable to qualify for the OCT Bulletin
Board, then its securities may be traded in the dialy quotation
sheets maintained by the National Quotation Buruea, Inc., commonly
known as the "pink sheets".
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The Company is a newly organized development stage
company, the objective of which is to acquire, develop,
manage and sell as-yet unspecified real property. To date,
the Company's efforts have been limited to organizational
activities. The Company has no operations or revenues and
Management has limited experience in commercial real estate
acquisition or development. The Company ha $1,000 in capital.
LIQUIDITY AND CAPITAL RESOURCES OF ANTICIPATED OPERATIONS
The Company has issued 10,000,000 shares of Common
Stock for an aggregate purchase price of $1,000.
Substantially all of the Company's working capital needs
subsequent to this offering will be attributable to the
identification, evaluation, selection and development of real
estate projects. The Company may use the Shares registered
herein or the proceeds of their sale to purchase and invest
in real estate projects. The Company may also incur debt in
the acquisition and development of real property.
The Company has no operations and has not received any
revenues. The Company anticipates that it will use the
proceeds from the sale of the Shares to make a deposit for
the acquisition of one or more real estate projects.
However, there is no assurance that any Shares will be sold.
If no Shares are sold, then the Company will not be able to
make any cash deposits on any prospective projects and the
Company would have to use debt financing or the issuance of
Shares for such deposit. There is no assurance that any
prospective project will accept Shares or debt financing as a
deposit. In the event that no Shares are sold and Shares or
debt financing is not available for deposits on prospective
properties, the ability of the Company to undertake any
operations would be severely curtailed.
In the event that some, but not all, of the Shares are sold,
the Company may be able to commence certain activities. The Company
is dependent on the amount of funds received to effectuate its business
objectives. The less the amount received the less opportunity the Company
will have to invest in real property or to develop or manage real property.
It is possible, that the Company may sell some of its Shares but no enough
to implement any of the objectives of its businessp lan. In such event,
the Company will seek additional financing, including additional sales of
its equity securities or debt financing.
If sufficient funds are received, the Company anticipates that it
will initially seek projects that provide immediate revenue return such as
hotels or office centers. After identifying a real estate project
and making a deposit thereon, the Company may additional
sources of financing in order to complete the acquisition and
development of the property. The Company may seek such
financing from a bank using the property to obtain a
mortgage, from a third-party joint venturer, or from the
offering of additional equity or debt securities. The
Company has no arrangements or commitments for any such
financing and there is no assurance that it will be able to
obtain such financing if and when necessary. In certain
instances, the Company anticipates that it may determine to
lease property in lieu of an acquisition and generate revenue by the
sublease of such property. The Company intends to seek properties that
will be attractive to lenders and that have a positive economic return.
POLICY WITH RESPECT TO BORROWING AND ISSUANCE OF SECURITIES
The Company will likely require additional funds in
order to make deposits on, acquire or lease one or more real
estate properties. Management may use various methods to
raise such funds including debt obligations such as loans
from banks or other sources or debt securities and/or
investors' equity. If financing is arranged, of which there
can be no assurance, Management anticipates that repayment of
debt and debenture obligations will be made from earnings
from operations or sales of real property and/or equity
interest in the Company. Management will attempt to locate
properties that are attractive to banks in order to obtain
mortgages on the property. The Company has not set a policy
on the guidelines for the types or terms of any mortgage in
which it may participate, but Management will seek to obtain
the most favorable terms available and terms consistent with
other comparable commercial real estate mortgages. The
Company has not established any ratio governing its equity to
debt limits nor any limit upon the debt which may be
incurred. If the Company were to incur indebtedness that
substantially changed the capital structure of the Company,
the Company's shareholders would most likely be exposed to a
greater risk of loss of their investment in the Company.
The Company hasno arrangements in place to borrow any funds
and the Company does not have any established relationships with any
lenders or financial institutions from which it could borrow funds.
There is no assurance that the Company will be able to locate funding
sources when needed or required by the Company.
The Company may enter into joint venture relationships
with unaffiliated third parties for completion of acquisition
or development of a property. In such instance, the Company
would likely share with such joint venturer any revenues
received from the property. The Company may determine to
issue additional securities, including either Common Stock or
Preferred Stock for acquisition of a property. Any Preferred
Stock issued by the Company may be designated with superior
rights and preferences than those associated with the Common
Stock. The Company has not established a limit on the amount
of additional securities that it may issue. An issuance of
additional securities may dilute the value of the Shares, and
might have an adverse effect on any trading market that may
develop in the Company's securities in the future.
In certain instances, the Company may purchase the
securities of another entity in order to acquire the assets
of such entity. In such instance, the Company may use its
securities in exchange for the securities of such entity or
may acquire such securities by cash or debt.
POLICY WITH RESPECT TO CERTAIN ACTIVITIES
The Company has not established a policy with respect
to the following activities but in each instance Management
does not anticipate engaging in any such transaction.
However, Management may determine at its discretion, without
the vote or consent of shareholders, to engage in one or more
of these transaction as the opportunity may present itself:
Loans to other persons, including directors, officers
or shareholders;
Underwrite securities of other issuers;
Purchase and sale of investments;
Repurchase or reacquisition of its shares or other
securities.
POLICY WITH RESPECT TO REAL ESTATE INVESTMENT
The Company intends to acquire, develop, manage and, as
opportunity presents itself, sell as-yet unspecified real
property. The Company will primarily focus on commercial
properties located in the Far East, including China and Hong
Kong. The Company will initially seek properties that
provide a revenue return such as hotels or office buildings.
The Company intends to acquire real property primarily for
income purposes and anticipates that it will develop and
manage commercial real estate properties for revenue return.
The Company has not determined any limits on the amount or
percentage of assets which will be invested in any specific
property, but Management expects to participate in several
projects so as to provide a broader base for receipt of
revenues.
MANAGEMENT
OFFICERS AND DIRECTORS
The officers and directors of the Company are as
follows:
Name Title
Bertha Huen President, Director
Alan Kwong Vice President, Secretary,
Treasurer, Director
All directors of the Company hold office until the next
annual meeting of shareholders or until their successors are
elected and qualified. The By-laws permit the Board of
Directors to fill any vacancy and such director may serve
until the next annual meeting of shareholders or until a
successor is elected and qualified.
The principal occupation and business experience for
each officer and director of the Company for at least the
last five years are as follows:
Bertha Huen, 48, serves as President and a director of
the Company. Ms. Huen received a Bachelor's degree in
Business Administration from Seattle University in 1972 and a
Bachelor of Arts degree in Comparative Literature from the
University of Washington in 1974. From 1972 to the present,
Ms. Huen has been engaged by Kwong Fat Cheung Ivory & Mahjong
Fty Ltd. ("Kwong Fat Cheung"), a family-owned Hong Kong
elephant tusks trading and carved products company. Ms. Huen
is Vice President of Kwong Fat Cheung and travels extensively
through the Far East, China, Africa and elsewhere holding
exhibitions and attending ivory trade fairs. Ms. Huen
managed the factory operations, budgets and five retail
stores located in New York and Hong Kong for Kwong Fat
Cheung. With the advent of restrictions on ivory, Kwong Fat
Cheung has only one remaining retail store located in Hong
Kong. Since 1994, Ms. Huen has served as an independent
agent and finder in locating funding, buyers or business
opportunities for companies which pay commissions to Ms. Huen
upon completion of such projects. From 1980, Ms. Huen
assisted in establishing and managing activities of Hop
Cheung Corporation, a joint venture with China, manufacturing
screws and cigarette lighters. Ms. Huen arranged for
financing and managed factory activities at four locations.
Prior to entering the business arena, Ms. Huen worked as a
counselor in the Bilingual Department of a Seattle public
school integrating Asian students into American society.
Currently, Ms. Huen is the President of Africa Development
Co., a family owned company, where she manages and directs
all the projects of the company including budgeting,
negotiating, capital raising, and locating business
opportunities.
Alan Kwong, 37, serves as Vice President and a director
of the Company. Mr. Kwong received his elementary and high
school education in Hong Kong and obtained his Bachelor of
Arts degree from the State University of New York in 1985 and
his Masters of Arts degree in computer graphics from the New
York Institute of Technology in 1987. From 1987 to 1993, Mr.
Kwong was the President of Pacific Star International Inc., a
Seattle, Washington company engaged in project research and
development in China. While President of Pacific Star, the
company handled contract negotiations for various projects in
China, a motorcycle factory in Shanghai, an automobile
factory in Shenzhen, and various import and export
transactions. From 1994 to the present, Mr. Kwong has been
President of Global Pacific International, Inc., a Vancouver,
British Columbia company engaged in real estate development
in the Far East and elsewhere.
REMUNERATION
No compensation has been paid to date by the Company
to any of its officers. Directors and officers of the
Company may receive compensation as determined by the Company
from time to time by vote of the Board of Directors. Such
compensation might be in the form of stock options.
Following commencement of Property operations, the Company
expects to pay salaries to its officers, as may be determined
by the Board of Directors. Directors may be reimbursed by
the Company for expenses incurred in attending meetings of
the Board of Directors.
PAYMENT OF FEES TO OFFICERS, DIRECTORS, ADVISORS AND AFFILIATES
Under certain circumstances, the Company may pay fees
to individuals or entities who are officers, directors,
advisors or affiliates of the Company. The Company does not
have any current intention of paying such fees. In the
event, however, that an unsalaried affiliate arranged
financing, or identified a subsequently acquired Property, in
an arms length transaction that ordinarily would generate a
"finders" fee, such a fee, calculated in a reasonable and
customary manner, might be paid. In general, an "affiliate",
as defined under federal securities law, is any person
directly or indirectly controlling, controlled by, or under
common control with, such other person, including any
officer, director, partner or employee of such other person.
No such payments have been made to date by the Company
to any of its officers or directors. Officers and directors
may receive compensation as determined by the Company from
time to time by vote of the Board of Directors. All
directors may be reimbursed for expenses incurred in
attending meetings of the Board of Directors.
PAYMENT OF OFFERING COSTS BY OFFICERS AND DIRECTORS
The offering costs, totalling $122,800 to date, have
been paid by Bertha Huen and Alan Kwong, directors of the
Company without recourse to the Company and without
expectation of repayment. Ms. Huen and Mr. Kwong are also
the President and Secretary/Treasurer, respectively, of the
Company and its principal shareholders.
TIME DEVOTED TO COMPANY OPERATIONS
Ms. Huen, President of the Company, is a United States
citizens but spends approximately 70% of her time in Hong
Kong where she maintains a residence with her husband, a
permanent resident of Hong Kong. Ms. Huen anticipates
devoting most of her working time to the affairs of the
Company which she anticipates to be approximately 40 hours
per week. In addition to the business of the Company, Mr.
Alan Kwong, Vice President, Treasurer and Secretary of the
Company, is involved in other business ventures. SEE
"BUSINESS--Conflicts of Interest". Mr. Kwong anticipates
devoting as much time as possible to the affairs of the
Company which he currently anticipates as approximately 10
hours per week.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS WITH OFFICERS,
DIRECTORS AND PROMOTERS
The two officers of the Company are also the two
directors of the Company and the promoters of the Company and
its anticipated projects. The two officers will not receive
any consideration for their services as promoters of the
Company, but anticipate receiving remuneration as officers of
the Company and anticipate an increase in value of their
securities as shareholders of the Company. There is no
relationship between the two officers and directors of the
Company. The officers of the Company have acted for the
Company in its formation and have contributed initial funds
for its formation. These funds were contributed without
expectation of repayment. There are no other promoters or
others who have acted for the Company or who expect or are
entitled to receive any remuneration or other items of value
from the Company.
POTENTIAL CONFLICTS OF INTEREST
Mr. Kwong may act as a finder for a project or projects
suitable for development by the Company or other business
entities which entities may present more favorable terms for
acting as a finder to Mr. Kwong and in which event Mr. Kwong
may present such opportunities to such other business
entities before presenting them to the Company. Mr. Kwong is
a 60% partner in Central Ocean International, a Hong Kong
company formed in 1993. Central Ocean International entered
into an initial joint venture agreement with a Chinese
government-owned development company to develop "Royal
Plaza", a commercial/residential/hotel complex site in the
City of Chengdu, China. Global Pacific Enterprises, a
British Columbia corporation, was formed to raise capital and
to develop Royal Plaza project. Mr. Kwong is the president,
a director and 18% shareholder of Global Pacific Enterprises.
Pursuant to the joint venture agreement, Global Pacific
Enterprises is required to contribute approximately
$6,000,000 to the joint venture project by mid-1998 in order
to continue as a joint venturer in the project.
Global Pacific Enterprises has filed a registration
statement with the United States Securities and Exchange
Commission to offer and sell its securities to pay the
expenses of its search for such funding. If Global Pacific
Enterprises is unable to raise sufficient funds it may
determine to seek alternate joint venture projects. Such
projects may conflict with projects being sought by the
Company. As the majority owner of Central Ocean
International, Ltd., Mr. Kwong may be presented with real
estate development or investment opportunities suitable for
the Company as well as Central Ocean International. If such
a conflict should arise, Mr. Kwong would use his best
business judgment to present the opportunity to the entity
most to likely to be able to participate in such an
opportunity. Investors should be aware that if such a
conflict were to arise, Mr. Kwong would be in a position to
use his discretion without input from shareholder or other
sources.
Mr. Kwong is also the president of Diversified Holdings
International, Inc., a Delaware corporation. Diversified
Holdings has filed a Form 10-SB with the Securities and
Exchange Commission for registration of its common stock
under the Securities Exchange Act of 1934. Diversified
Holdings is a blank check company which intends to seek and
acquire an interest in a business entity. Diversified
Holdings International, Inc. is seeking such a business
entity in any business or industry and is not limited to any
specific area. Diversified Holdings International, Inc. may
acquire or merge with a real estate company but it is not
seeking real estate development or acquisition projects.
EMPLOYMENT AGREEMENTS
The Company has not entered into employment agreements
with any of its officers or employees. All key employees
serve in their positions until further action of the
President of the Company or the Board of Directors.
MANAGEMENT AND THE COMPANY PRIMARILY LOCATED OUTSIDE THE UNITED STATES
The Company anticipates its operations will be conducted primarily
in China and elsewhere in the Far East and shareholders may have difficulty
in obtaining information about the Company from sources other than the
Company, including foreign local or national government agencies.
Shareholders will be dependent upon Management for reports of the Company's
progress, development, activities and expenditure of proceeds. The
officers and directors of the Company are primarily located outside the
United States, and as a result, shareholders may have difficulty in
obtaining current information about the Company or in enforcing judgments
entered against the Company by United States courts, including judgments
arising from the securities laws.
INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS
The Articles and Bylaws of the Company provide that the
Company shall, to the fullest extent permitted by applicable
law, as amended from time to time, indemnify all directors of
the Company, as well as any officers or employees of the
Company to whom the Company has agreed to grant
indemnification.
Section 145 of the Delaware General Corporation Law
("DGCL") empowers a corporation to indemnify its directors
and officers and to purchase insurance with respect to
liability arising out of their capacity or status as
directors and officers provided that this provision shall not
eliminate or limit the liability of a director (i) for any
breach of the director's duty of loyalty to the corporation
or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing
violation of law, (iii) arising under Section 174 of the
Delaware General Corporation Law, or (iv) for any transaction
from which the director derived an improper personal benefit.
The Delaware General Corporation Law provides further
that the indemnification permitted thereunder shall not be
deemed exclusive of any other rights to which the directors
and officers may be entitled under the corporation's by-laws,
any agreement, vote of shareholders or otherwise.
The effect of the foregoing is to require the Company
to indemnify the officers and directors of the Company for
any claim arising against such persons in their official
capacities if such person acted in good faith and in a manner
that 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.
INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, MAY BE PERMITTED TO
DIRECTORS, OFFICERS OR PERSONS CONTROLLING THE COMPANY
PURSUANT TO THE FOREGOING PROVISIONS, IT IS THE OPINION OF
THE SECURITIES AND EXCHANGE COMMISSION THAT SUCH
INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED IN THE
ACT AND IS THEREFORE UNENFORCEABLE.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as
of the Effective Date of this Prospectus regarding the
beneficial ownership of the Company's Common Stock by each
officer and director of the Company and by each person who
owns in excess of five percent of the Company's Common Stock.
Shares of
Common Stock Percentage of Shares of Class
Name, Position Beneficially Owned Prior to Owned After
and Address Owned Offering Offering
Bertha Huen,
Director, President 5,980,500 59.8% 54.3%
Flat H, 14th Floor
Lu Shan Mansion,
5 Taikoo Shing Road
Hong Kong, China
Alan Kwong,
Director, Secretary 1,993,500 19.9% 18.1%
Treasurer
6839 Southeast Cougar
Mountain Highway
Bellevue, Washington 98006
Pierce Mill
Associates, Inc.(3) 1,500,000 13% 12.5%
1504 R Street, NW
Washington, DC 20009
All Officers, Directors 7,974,000 79.7% 72.4%
as a Group (2 Persons)
(1) Based upon 10,000,000 shares issued and outstanding.
(2) Based upon 11,000,000 shares issued and outstanding;
assumes that none of the Warrants are exercised.
(3) Assumes exercise of the warrants for the purchase of
1,000,000 shares of Common Stock held by the named
securityholder. Each warrant entitles the holder to
purchase one share of the Company's common stock at a
price equal to 75% of the average closing bid of the
Common Stock on the last business day prior to the
exercise for an exercise period of two years commencing
on the date of effectiveness of the registration
statement. If at the time of exercise no trading
market has developed for the Common Stock and no
trading prices are therefore available, then the
warrants may be exercised at a price of $1.00 per
share. Pierce Mill Associates, Inc. is a company owned
and controlled by James M. Cassidy, a principal of the
law firm which prepared the Registration Statement of
which this prospectus is a part. The warrants are
callable on thirty days notice by the Company at a
redemption price of $.0001 per warrant, unless
exercised by the holder during the call period.
DESCRIPTION OF SECURITIES
AUTHORIZED CAPITAL
The total number of authorized shares of stock of the
Company is one hundred million (100,000,000) shares of Common
Stock having a par value of $.0001 per share and twenty
million (20,000,000) shares of non-designated preferred
shares.
INCORPORATION
The Company was incorporated in the state of Delaware
on August 8, 1997. The Company's certificate of
incorporation, by-laws and corporate governance, including
matters involving the issuance, redemption and conversion of
securities, are subject to the provisions of the Delaware
General Corporation Law, as amended and interpreted from time
to time.
COMMON STOCK
The Company's Articles of Incorporation authorize the
issuance of 100,000,000 shares of Common Stock, $.0001 value
per share, of which 10,000,000 shares were outstanding prior
to the commencement of this offering of its securities.
Holders of shares of Common Stock are entitled to one
vote for each share on all matters to be voted on by the
stockholders. Holders of Common Stock do not have cumulative
voting rights. Holders of Common Stock are entitled to share
ratably in dividends, if any, as may be declared from time to
time by the Board of Directors in its discretion from funds
legally available therefor. In the event of a liquidation,
dissolution or winding up of the Company, the holders of
Common Stock are entitled to share pro rata all assets
remaining after payment in full of all liabilities. All of
the outstanding shares of Common Stock are, and the shares of
Common Stock offered by the Company pursuant to this offering
will be, when issued and delivered, fully paid and non-
assessable.
Holders of Common Stock have no preemptive rights to
purchase the Company's Common Stock. There are no conversion
or redemption rights or sinking fund provisions with respect
to the Common Stock.
All outstanding shares of Common Stock are validly
issued, fully paid and nonassessable, and all Shares to be
sold and issued as contemplated hereby will be fully paid and
nonassessable when sold in accordance with the terms hereof
and pursuant to a valid and current prospectus. The Board of
Directors is authorized to issue additional shares, on such
terms and conditions and for such consideration as the Board
may deem appropriate without further stockholder action.
WARRANTS
The Company has issued warrants for the purchase of
1,000,000 shares of Common Stock. Each warrant entitles the
holder to purchase one share of the Company's common stock at
a price equal to 75% of the average closing bid of the Common
Stock on the last business day prior to the exercise for an
exercise period of two years commencing on the date of
effectiveness of the registration statement. If at the time
of exercise no trading market has developed for the Common
Stock and no trading prices are therefore available, then the
warrants may be exercised at a price of $1.00 per share.
PREFERRED STOCK
The Company's Articles of Incorporation authorize the
issuance of 20,000,000 shares of Preferred Stock, $.0001 par
value per share, of which no shares were issued prior to the
offer of the Shares herein. The Board of Directors is
authorized to provide for the issuance of shares of Preferred
Stock in series and, by filing a certificate pursuant to the
applicable law of the State of Delaware, to establish from
time to time the number of shares to be included in each such
series, and to fix the designation, powers, preferences and
rights of the shares of each such series and the
qualifications, limitations or restrictions thereof without
any further vote or action by the shareholders. Any shares
of Preferred Stock so issued would have priority over the
Common Stock with respect to dividend or liquidation rights.
Any future issuance of Preferred Stock may have the effect of
delaying, deferring or preventing a change in control of the
Company without further action by the shareholders and may
adversely affect the voting and other rights of the holders
of Common Stock. At present, the Company has no plans to
issue any Preferred Stock nor adopt any series, preferences
or other classification of Preferred Stock.
ADDITIONAL INFORMATION DESCRIBING STOCK
The above descriptions concerning the Common Stock of
the Company do not purport to be complete. Reference is made
to the Company's Certificate of Incorporation and By-Laws
which are included in the Registration Statement of which
this Prospectus is a part and which are available for
inspection at the Company's offices. Reference is also made
to the applicable statutes of the State of Delaware for a
more complete description concerning rights and liabilities
of shareholders.
ADMISSION TO QUOTATION ON NASDAQ SMALLCAP MARKET OR NASD OTC
BULLETIN BOARD
To qualify for admission to quotation on the Nasdaq
SmallCap Market, an equity security must, in relevant
summary, (1) be registered under the Securities Exchange Act
of 1934; (2) have at least three registered and active market
makers, one of which may be a market maker entering a
stabilizing bid; (3) for initial inclusion, be issued by a
company with $4,000,000 in net tangible assets, or
$50,000,000 in market capitalization, or $750,000 in net
income in two of the last three years (if operating history
is less than one year than market capitalization must be at
least $50,000,000); (4) have at a public float of at least
1,000,000 shares with a value of at least $5,000,000; (5)
have minimum a bid price of $4.00 per share; and (6) have at
least 300 beneficial shareholders.
If a company's securities do not qualify for admission
to quotation on the Nasdaq SmallCap Market they will trade
over-the-counter until such future time, if any, at which the
securities qualify for admission to quotation on the Nasdaq
Stock Market and the Company then applies.
The Company intends to apply for listing of the Shares
on the NASD OTC Bulletin Board, but there can be no assurance
that the Company will be able to obtain such listing. The
over-the-counter market differs from national and regional
stock exchanges in that it (1) is not cited in a single
location but operates through communication of bids, offers
and confirmations between broker-dealers and (2) securities
admitted to quotation are offered by one or more broker-
dealers rather than the "specialist" common to stock
exchanges. To qualify for listing on the NASD OTC Bulletin
Board, an equity security must have one registered broker-
dealer, known as the market maker, willing to list bid or
sale quotations and to sponsor such a Company listing.
The Company does not have a market maker for its securities
and there is no assurance that it will be able to obtain a market maker
willing to sponsor the Company. If the Company is unable to qualify for
the OTC Bulletin Board, then its securities may be traded in the daily
quotation sheets maintained by the National Quotation Bureau, Inc.,
commonly known as the "pink sheets".
TRADING OF SHARES
Other than the Warrants for the purchase of 1,000,000
shares of Common Stock described herein, there are no
outstanding options or securities convertible into, the
shares of the Company. The Company has not agreed with any
shareholders, to register their shares for sale, other than
for this registration. The Company does not have any other
public offerings in process or proposed.
TRANSFER AGENT AND REGISTRAR
The Company will initially be the registrar and
transfer agent for the Shares.
REPORTS TO SHAREHOLDERS
The Company will furnish to holders of the Shares
annual reports containing audited financial statements
examined and reported upon, and with an opinion expressed
by, an independent certified public accountant. The Company
may issue other unaudited interim reports to its shareholders
as it deems appropriate.
PLAN OF DISTRIBUTION
The Company is offering 1,000,000 Shares at an offering
price of $1.00 per Share. The Company may, without
liability, accept or reject subscriptions, in whole or in
part. The Company is offering the Shares for sale and does not
anticipate utilizing the services of any underwriter or placement
agent.
The Shares will be offered on a "best efforts" basis through the
Company's officers and directors. No sales commission will
be paid to any officer or director of the Company. The
Company will reimburse its officers and directors for
expenses incurred in connection with the offer and sale of
the Shares. In order to comply with the applicable
securities laws, if any, of certain states, the Shares will
not be offered or will only be sold in such states through registered or
licensed brokers or dealers, if available.
The securities offered hereby involve certain
investment risks. SEE "RISK FACTORS".
Under applicable rules and regulations promulgated
under the Exchange Act, any person engaged in a distribution
of securities may not simultaneously bid for or purchase
securities of the same class for a period of two business
days prior to the commencement of such distribution.
Certain officers and directors of the Company will pay,
without recourse or obligation of repayment, the expenses
incident to the registration of the securities herein
(including registration pursuant to the securities laws of
certain states) other than commissions, expenses,
reimbursements and discounts of underwriters, dealers or
agents, if any.
LEGAL MATTERS
LEGAL PROCEEDINGS
The Company is not a party to any litigation and
Management has no knowledge of any threatened or pending
litigation against the Company.
LEGAL OPINION
Cassidy & Associates, Washington, D.C. has given its
opinion as attorneys-at-law that the Shares, when sold
pursuant to the terms hereof and pursuant to a valid and
current prospectus in which those shares are registered, will
be fully paid and non-assessable. Pierce Mill Associates,
Inc., a Delaware company owned and controlled by James M.
Cassidy, a principal of Cassidy & Associates, is a
shareholder of the Company. Pierce Mill Associates, Inc. is
not affiliated with the Company and has had no relationship
with the Company or any affiliate for the past three years
other than as disclosed herein. James Cassidy, a principal
of Cassidy & Associates, is the beneficial owner of the
500,000 shares of Common Stock and warrants to purchase
1,000,000 shares of Common Stock owned by Pierce Mill
Associates, Inc.
EXPERTS
The financial statements in this Prospectus have been
included in reliance upon the report of John P. MacLean,
Certified Public Accountants, and upon the authority of such
firm as expert in accounting and auditing.
<PAGE>
INDEX TO FINANCIAL STATEMENTS
CENTURY INVESTMENTS INTERNATIONAL INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
with
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Report of Independent Certified Public Accountants F-2
Financial Statements:
Assets F-3
Stockholders' Equity F-3
<PAGE>
JOHN P. MACLEAN
CERTIFIED PUBLIC ACCOUNTANT
15701 Alameda Drive
Bowie, Maryland 20716
301/249-4900
FAX 301/249-9296
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Century Investments International Inc.
I have audited the accompanying Balance Sheet of
Century Investments International, Inc. as of February 28,
1998. This financial statement is the responsibility of the
Corporation's management. My responsibility is to express an
opinion on this financial statement based on my audit.
I conducted my audit in accordance with generally
accepted auditing standards. Those standards require that I
plan and perform the audit to obtain reasonable assurance
about whether the financial statement is 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. I believe that my audit provides a
reasonable basis for my opinion.
In my opinion, the financial statement referred to
above presents fairly, in all materials respects, the
financial position of Century Investments International Inc.
as of February 28, 1998 in conformity with generally accepted
accounting principles.
/s/ John P. MacLean, CPA, CFP
August 19, 1997
<PAGE>
CENTURY INVESTMENTS INTERNATIONAL INC.
Balance Sheet
February 28, 1998
ASSETS
Cash $1,000
Total assets $1,000
Shareholder Equity
Common Stock (10,000,000 shares
$.0001 par value) 1,000
Total Equity $1,000
SEE Auditor's Report
<PAGE>
Century Investments International, Inc.
Notes to Financial Statement
Summary of Significant Accounting Policies
A summary of the significant accounting policies
consistently applied in the preparation of the accompanying
financial statement follows:
(A) DESCRIPTION OF BUSINESS. The Company was organized
August 8, 1997 for the purpose of engaging in any lawful
business. The Company is in the development stage and
operations have not commenced. The Company has selected the
calendar year as its fiscal year.
(B) COMMON STOCK ISSUED. The Company has authorized
10,000,000 shares of Common Stock having a par value of
$.0001 per share, and 20,000,000 shares of preferred stock
having a par value of $.0001 per share. As of February 28,
1998, 10,000,000 shares of common stock had been issued and
were outstanding.
(C) Certain officers and directors of the Company have paid
the offering costs of the Company without recourse or
obligation of repayment by the Company. Payments for
offering costs have totalled $122,800.
(D) Only a Balance Sheet is presented because there were no
items of revenue or expense to report on an Income Statement.
(E) There are 1,000,000 warrants outstanding. Each warrant
entitles the holder to purchase one share of the Company's
common stock at a price equal to 75% of the average closing
bid of the Common Stock on the last business day prior to the
exercise for an exercise period of two years commencing on
the date of effectiveness of the registration statement. If
at the time of exercise no trading market has developed for
the Common Stock and no trading prices are therefore
available, then the warrants may be exercised at a price of
$1.00 per share. The warrants are callable on thirty days
notice by the Company at a redemption price of $.0001 per
warrant, unless exercised by the holder during the call
period.
<PAGE>
No dealer, salesman or any 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 may not be relied on as
having been authorized by the Company or by
any of the Underwriters. Neither the
delivery of this Prospectus nor any sale
made hereunder shall under any
circumstances create an implication that
there has been no change in the affairs of
the Company since the date hereof. This
Prospectus does not constitute an offer to
sell, or solicitation of any offer to buy,
by any person in any jurisdiction in which
it is unlawful for any such person to make
such offer or solicitation. Neither the
delivery of this Prospectus nor any offer,
solicitation or sale made hereunder, shall
under any circumstances create any
implication that the information herein is
correct as of any time subsequent to the
date of the Prospectus.
------------------------
TABLE OF CONTENTS
Page
Prospectus Summary 5
Selected Financial Data 5
The Company 5
Risk Factors 7
Risk Factors Concering the Company's Business 7
Risks Relating to Operating in China and Elsewhere 11
Risk Factors Concerning the Offering 13
Risk Factors Regarding Real Estate 14
Dilution 16
Business 17
Use of Proceeds 21
The Offering 21
Management's Discussion and Analysis of
Financial Condition and Results of
Operations 22
Management 24
Security Ownership of Certain Beneficial
Owners and Management 27
Description of Securities 27
Plan of Distribution 30
Legal Matters 30
Experts 30
Index to Financial Statements 31
Until 90 days after the release of
the registered securities from the Escrow
Account, 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 obligations of
dealers to deliver a Prospectus when Acting
as underwriters and with respect to their
unsold allotments or subscriptions.<PAGE>
CENTURY INVESTMENTS
INTERNATIONAL INC.
1,000,000 Shares of Common Stock
----------
PROSPECTUS
----------
June ____, 1998
=======================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 31. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the expenses in
connection with this Registration Statement. All of such expenses are
estimates, other than the filing fees payable to the Securities and Exchange
Commission.
Filing Fee - Securities and Exchange Commission $ 303
Fees and Expenses of Accountants 500
Fees and Expenses of Counsel 120,000
Blue Sky Fees and Expenses 1,000
Printing and Engraving Expenses 500
Miscellaneous Expenses 500
Total $ 122,800 (1)
(1) These expenses have been or will be paid by certain
officers and directors of the Company without recourse
to the Company or any obligation of repayment.
ITEM 32. SALES TO SPECIAL PARTIES
The Company has sold securities to the following
persons at a price below that offered to the public pursuant
to this Registration Statement.
Date Shareholder Number of Shares Consideration
8/17/97 Thornbury Capital
Corporation 500,000 $50.00
8/17/97 Alan Kwong 1,993,500 199.35
8/17/97 Bertha Huen 5,980,500 598.05
11/20/97 Lo Tak Tong 400,000 40.00
11/20/97 Cheung Wai Man 500,000 50.00
11/20/97 Lilian Angelina Yip 50,000 5.00
11/20/97 Lee Hok Yee 120,000 12.00
11/20/97 Li Yun 120,000 12.00
11/20/97 Lin Ze Yu 120,000 12.00
11/20/97 Edward Huen 160,000 16.00
11/20/97 Lin Xi Shen 50,000 5.00
11/20/97 Huang Sui Sheng 1,000 .10
11/20/97 Fred Mandl 5,000 .50
ITEM 33. RECENT SALES OF UNREGISTERED SECURITIES
As listed below, the Company issued shares of its
Common Stock par value $.0001 per share to the following
individuals or entities for the consideration as listed in
cash. If any of these sales were made within the United
States or to United States citizens or residents, such sales
were made in reliance upon the exemption from registration
provided by Rule 504 of Regulation D of the Securities Act of
1933, as amended.
Date Shareholder Number of Shares Consideration
8/17/97 Thornbury Capital
Corporation 500,000 $50.00
8/17/97 Alan Kwong 1,993,500 199.35
8/17/97 Bertha Huen 5,980,500 598.05
11/20/97 Lo Tak Tong 400,000 40.00
11/20/97 Cheung Wai Man 500,000 50.00
11/20/97 Lilian Angelina Yip 50,000 5.00
11/20/97 Lee Hok Yee 120,000 12.00
11/20/97 Li Yun 120,000 12.00
11/20/97 Lin Ze Yu 120,000 12.00
11/20/97 Edward Huen 160,000 16.00
11/20/97 Lin Xi Shen 50,000 5.00
11/20/97 Huang Sui Sheng 1,000 .10
11/20/97 Fred Mandl 5,000 .50
Subsequent to the date hereinabove, Thornbury Capital
Corporation sold its shares and warrants to Pierce Mill
Associates, Inc. SEE "SECURITY OWNERSHIPS OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT".
ITEM 34. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company is incorporated in Delaware. Under Section
145 of the General Corporation Law of the State of Delaware,
a Delaware corporation has the power, under specified
circumstances, to indemnify its directors, officers,
employees and agents in connection with actions, suits or
proceedings brought against them by a third party or in the
right of the corporation, by reason of the fact that they
were or are such directors, officers, employees or agents,
against expenses incurred in any action, suit or proceeding.
The Certificate of Incorporation and the By-laws of the
Company provide for indemnification of directors and officers
to the fullest extent permitted by the General Corporation
Law of the State of Delaware.
The General Corporation Law of the State of Delaware
provides that a certificate of incorporation may contain a
provision eliminating the personal liability of a director to
the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director provided that such
provision shall not eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty
to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section
174 (relating to liability for unauthorized acquisitions or
redemptions of, or dividends on, capital stock) of the
General Corporation Law of the State of Delaware, or (iv) for
any transaction from which the director derived an improper
personal benefit. The Company's Certificate of
Incorporation contains such a provision.
ITEM 36. FINANCIAL STATEMENTS AND EXHIBITS
(a) The Company is a development stage company with no
operations or revenues. The Company has filed its
audited balance in the Prospectus contained in this
Registration Statement.
(b) Exhibits
3.1 Restated Certificate of Incorporation of Century
Investments International Inc.
3.2 By-Laws of the Company
4.1 Form of Common Stock Certificate
5.1** Opinion of Cassidy & Associates
24.1** Consent of Accountant
24.2** Consent of Cassidy & Associates (included in Exhibit 5)
27* Financial Data Schedule
- ---------------
** Filed herewith.
* To be filed by Amendment.
ITEM 37. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To 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;
(iii) To 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.
(b) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the
Securities and Exchange Commission is that such
indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other
than the payment by the 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 being
registered, 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 Act and will be governed by the final
adjudication of such issue.
(c) The undersigned registrant hereby undertakes that:
(i) For purposes of determining any liability under
the Securities Act of 1933, the information omitted from the
form of prospectus filed as part of this registration
statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule
424(b)(1) or 497(h) under the Securities Act shall be deemed
to be part of this registration statement as of the time it
was declared effective.
(ii) For the purpose of determining any liability
under the Securities Act of 1933, each post-effective
amendment that contains a form of prospectus shall be deemed
to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, Century Investments International Inc. certifies that
it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-11 and has duly caused this
Amendment #3 to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in
the City of Hong Kong on the June 25, 1998.
CENTURY INVESTMENTS INTERNATIONAL INC.
By: /s/ Bertha Huen
Bertha Huen
President
Pursuant to the requirements of the Securities Act of
1933, as amended, this Registration Statement has been signed
below by the following persons in the capacities and on the
dates indicated.
Signature Title Date
/s/ Bertha Huen Director, President June 25, 1998
Bertha Huen
/s/ Alan Kwong Director June 26, 1998
Alan Kwong
JOHN P. MACLEAN
CERTIFIED PUBLIC ACCOUNTANT
15701 ALAMEDA DRIVE
BOWIE, MARYLAND 20716
June 11, 1998
We hereby consent to the use of our report dated Feburary 28, 1998
in Amendment #4 to the Registration Statement S-11 for Century Investments
International, Inc.
Sincerely,
/s/ John P. MacLean
<TABLE> <S> <C>
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<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> FEB-28-1998
<CASH> 1,000
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0
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