As filed with the Securities and Exchange Commission
on January 21, 1998
Registration no. 333-35933
==========================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT #2 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
1201 4th Avenue South, Suite 312
Seattle, Washington 98134
206/224-4433
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices
Bertha Huen, President
Century Investments International, Inc.
1201 4th Avenue South, Suite 312
Seattle, Washington 98134
(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. [__]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed Amount
Securities Being Maximum Maximum of
Registered Offering Aggregate Registra-
Price Per Offering tion Fee
Unit Price (1)(2)
<S> <C> <C> <C> <C>
Shares of Common 1,000,000 $1.00 $1,000,000 $303
Stock, $.0001 par
value
Units to be
Distributed by
the Holder 500,000 $.0001 $ 50
Common Stock
contained in Units 500,000 N.A.
Common Stock
Warrants Contained
in Units 1,000,000 N.A.
Shares of Common
Stock underlying
Warrants 1,000,000 N.A.
Total $1.00 $1,000,050 $ 303 (3)
</TABLE>
(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;
500,000 Units to be Distributed by the Holder Thereof;
500,000 Shares of Common Stock contained in the Units; 1,000,000
Common Stock Warrants Contained in the Units; and
1,000,000 Shares of Common Stock underlying the Warrants
Contained in the Units
This Prospectus is being furnished by Century Investments
International Inc., a development stage Delaware corporation (the
"Company"), in connection with the registration of (i) 1,000,000 shares of
Common Stock of the Company, $.0001 par value per share (the "Company
Shares") for sale by the Company; (ii) 500,000 units (the "Units") held by a
certain shareholder of the Company (the "Selling Securityholder"), each
Unit consisting of one share of Common Stock of the Company (the "Unit
Shares") and warrants to purchase two shares of Common Stock of the
Company (the "Warrants"); (iii) 500,000 Units Shares and 1,000,000
Warrants and (iv) 1,000,000 shares of Common Stock underlying the
Warrants (the "Underlying Shares"). The Company Shares, Unit Shares
and Underlying Shares are collectively referred to hereinafter as the
"Shares". See "PROSPECTUS SUMMARY."
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."
THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK.
See "RISK FACTORS" CONTAINED IN THIS PROSPECTUS
BEGINNING ON PAGE 7.
* The offering price of the Company Shares offered hereby is
$1.00 per Company Share. The offering price of the
Company 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.
* The sale of the Company 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 Company Shares or exercise any warrants.
* Management of the Company has no prior experience in
commercial real estate development.
* 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.
* There is no current public trading market for the Shares.
The proposed operations of the Company are speculative.
Given the nature of the offering, purchasers of the Shares
cannot be assured that the number of shareholders will
increase to a number which will encourage market activity.
Upon effectiveness of the Registration Statement of which this
Prospectus is a part (the "Registration Statement"), the Selling
Securityholder intends to distribute the Units to its shareholders without cost
to such shareholders as a stock dividend distribution. The Selling
Securityholder will not receive any proceeds from the distribution of the
Units. Each Warrant entitles the holder thereof 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 thereof for an exercise period of two years commencing on the date
of effectiveness of the Registration Statement. If at the time of exercise of
such Warrants, no trading market has developed for the Common Stock and
no trading prices are therefor available, then the Warrants may be exercised
at a price of $_______ 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. The Warrants are
immediately detachable from the Units and will trade separately from the
Common Stock. See "DESCRIPTION OF SECURITIES."
The Unit Shares will become tradeable on the Effective Date of the
Registration Statement. Any sales of the Unit Shares after distribution
thereof, or even the potential of such sales, may likely have an adverse
effect on the market prices of the Company Shares being offered by the
Company. See "PLAN OF DISTRIBUTION." All costs incurred in the
registration of the securities herein are being borne by the Company.
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
Public and Commissions Company 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 January ____, 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. 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.
Transfer Agent
The Company will initially act as transfer agent for the
Shares. See "DESCRIPTION OF SECURITIES -- Transfer Agent and
Registrar."
Selling Securityholder Securities
500,000 Units, each Unit consisting of one share of
Common Stock and Warrants to purchase two shares of Common
Stock, to be distributed by Thornbury Capital Corporation, the
Selling Securityholder, to its shareholders as a stock dividend
distribution without cost to such shareholders. See "SELLING
SECURITYHOLDER." The Unit Shares constitute an aggregate of 5%
of the issued and outstanding Common Stock of the Company as of
the date hereof.
Trading Market
The Company intends to apply for admission to quotation
of the Shares on the NASD OTC Bulletin Board but there can be
no assurance that it will be accepted for such quotation.
There can be no assurance that the Shares will be so listed.
See "RISK FACTORS -- Absence of Trading Markets" and
"DESCRIPTION OF SECURITIES-Admission to Quotation on Nasdaq
SmallCap Market".
SELECTED FINANCIAL DATA
The following table sets forth selected financial
information concerning the Company as of August 31, 1997:
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 United States offices of the Company are located at
1201 4th Avenue South, Suite 312, Seattle, Washington 98134.
Its telephone number is 206/224-4433 and its fax number is
206/682-3272.
<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, AS WELL AS ALL OF 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
Lack of an 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."
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.
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."
Conflicts with the Company's Business by Officers or Directors
engaged in Other 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 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", a
commercial/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.
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.
Present Stockholders Will Control Shareholder Vote
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".
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."
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 Shares for Acquisition of Properties;
Issuance of Future 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 Company Shares Purchased Immediately Reduced After
Purchase
Upon the sale of the Company 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. 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
Absence of Trading Market
There is currently no established public trading market
for the Shares. The Company intends to 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. At some time in the future if
it becomes so qualified, the Company intends to apply for
admission to quotation on the Nasdaq SmallCap Market. 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 In Application of Proceeds
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.
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
Company 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
Company Shares will be sold to investors located outside the
United States. The Company may register or qualify the offer
and sale of the Shares in a limited number of states, including
California. Purchasers of the Company Shares who are residents
of the United States must be residents in one of the states in
which the Company Shares are registered or qualified. The
Company will not accept purchases from residents not located in
states in which the Company 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 Company 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 Company 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 August 19, 1997, in a Company Share:
Public offering price per Company 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 Company Share $.8944
Percentage Percentage
of Consider- of Total Average
Outstanding ation Consider- Price
Number Shares(1) Paid ation Paid Share
Existing
Shareholders 10,000,000 90% $1,000 .01% $0.0001
New Investors 1,000,000 10% 1,000,000 99.9% $1.00
Total 11,000,000 100% $1,001,000 100%
(1) Assumes sale of all 1,000,000 Company 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.
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. 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. On the other hand, 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 such
competition.
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 Company
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", a
commercial/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 the registration of its
common stock under Section 12(g) of 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 (i) 1,000,000 shares of Common
Stock offered by the Company at $1.00 per Company Share (ii)
500,000 Units for distribution by the Selling Shareholder to
its shareholders, each Unit consisting of one share of Common
Stock of the Company and Warrants to purchase two shares of
Common Stock of the Company and (iii) 1,000,000 shares of
Common Stock underlying the Warrants.
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 Company Shares offered hereby
is $1.00 per Company Share. The offering price of the Company
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.
Upon effectiveness hereof, the Selling Securityholder
intends to distribute the Units to its shareholders without
cost to such shareholders as a stock dividend distribution.
The Selling Securityholder will not receive any proceeds from
the distribution of the Units. Each Warrant contained in the
Units entitles the holder thereof 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 thereof for an exercise period of two years
commencing on the date of effectiveness of this Registration
Statement. If at the time of exercise of such Warrants, no
trading market has developed for the Common Stock and no
trading prices are therefore available, then the Warrants may
be exercised at an exercise price of $1.50 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. The Warrants are immediately
detachable from the Units and will trade separately from the
Common Stock. See "DESCRIPTION OF SECURITIES."
The Company intends to apply for admission to the NASD
OTC Bulletin Board for the Shares; however, there can be no
assurance that the Shares will be so listed. See "RISK FACTORS
- - Absence of Trading Market" and "DESCRIPTION OF SECURITIES--
Admission to Quotation on the Nasdaq SmallCap Market or NASD
OTC Bulletin Board".
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.
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 Company 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 Company Shares to make a deposit
for the acquisition of one or more real estate projects. 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.
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 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 Company
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, 50, 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. Since 1972, Ms. Huen has been engaged in
business management and negotiations with numerous
international projects, primarily located in China. Ms. Huen
serves as a consultant in many international, especially Far
East, projects and assists in establishing international joint
ventures and facilitates fund raising transactions. In 1994,
Ms. Huen established the purchasing of British Columbia Ginseng
for sale in China and by 1995 had orders aggregating
US$2,000,000. Since 1995, Ms. Huen has served as a consultant
to a United States company establishing a factory in China for
the production of cellular phones and to several companies in
assisting in establishing sales channels in China for health
care products. Ms. Huen is Vice President of Kwong Fat Ivory
Manufacturer 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 Ivory Manufacturing. From 1980, Ms. Huen
assisted in establishing and managing activities of Hip 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. 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 1994, 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 including the "Royal Plaza" aggregating US$125,000,000, a
motorcycle factory in Shanghai, an automobile factory in
Shenzhen, and various import and export transactions. From
1995 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.
Time Devoted to Company Operations
Ms. Huen, President of the Company, 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.
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.
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.
<TABLE>
<CAPTION>
Shares of Percentage of
Common Stock Shares of Class Owned
Name, Position Beneficially Prior to After
and Address Owned Offering(1) Offering(2)
<S> <C> <C> <C>
Bertha Huen,
Director, President 5,980,500 59.8% 54.3%
6839 Southeast Cougar
Mountain Highway
Bellevue, Washington 98006
Allen Kwong, Director,
Secretary 1,993,500 19.9% 18.1%
Treasurer
6839 Southeast Cougar
Mountain Highway
Bellevue, Washington 98006
Thornbury Capital
Corporation 500,000 5% 0%
1504 R Street, NW
Washington, DC 20009
All Officers, Directors 7,974,000 79.7% 72.4%
and Shareholders 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.
CONCURRENT DISTRIBUTION BY SELLING SECURITYHOLDER
The Registration Statement of which this Prospectus is a
part also relates to the distribution of 500,000 Units by
Thornbury Capital, the Selling Securityholder. Each Unit
consists of one share of Common Stock and warrants to purchase
two shares of Common Stock. All of such securities will become
tradeable and/or exercisable on the effective date of this
Prospectus.
The distribution of the securities by the Selling
Securityholder and the possible resale thereof, or even the
potential of such sales, would likely have an adverse effect on
the market price of the Company Shares being offered for sale
by the Company. The shares held by the Selling Securityholder
will be freely tradeable upon effectiveness of the Registration
Statement of which this Prospectus is a part. In addition, if
the Warrants are exercised, there will then be an additional
1,000,000 shares of freely tradeable Common Stock outstanding.
SELLING SECURITYHOLDER
Thornbury Capital Corporation, the Selling
Securityholder, intends to distribute the Units to its
shareholders upon effectiveness hereof as a stock dividend
distribution without cost to such shareholders. Thornbury
Capital will not receive any remuneration or other
consideration for such stock dividend. As of the date hereof,
the Board of Directors of Thornbury Capital has not set a
record date for the dividend distribution and the number of
shareholders to receive the Units is not yet determined. The
500,000 Units will be distributed amongst all the shareholders
at the time such dividend distribution is declared by the Board
of Thornbury.
The Company is bearing all expenses in connection with
the registration of the securities offered by this Prospectus.
The sole director and principal shareholder of Thornbury
Capital is Pierce Mill Associates, Inc., a Delaware 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. Thornbury Capital 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.
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.
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.
Trading of Shares
Other than the Warrants being distributed by the Selling
Securityholder as part of the Units, there are no outstanding
options, warrants to purchase, 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. Company may, without liability,
accept or reject subscriptions, in whole or in part.
The Company will attempt to locate an underwriter for the
sale of its securities. As of the date hereof, the Company has
not located any such underwriter and there can be no assurance
that the Company will be able to locate an underwriter to sell
its securities. In such event, the Company 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 Company Shares will be offered or sold in such
states through registered or licensed brokers or dealers in
those states.
The securities offered hereby involve certain investment
risks. See "RISK FACTORS".
The Company will receive the proceeds from the sale of
the Company Shares and from the proceeds of the exercise of the
Warrants, if any such Warrants are exercised. The Company will
not receive any proceeds from the distribution of the Unit
Shares or Warrants by the Selling Securityholder pursuant to
this Prospectus.
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. In addition
and without limiting the foregoing, the Selling Securityholder
will be subject to applicable provisions of the Exchange Act
and the rules and regulations thereunder, in connection with
transactions in the Units during the effectiveness of the
Registration Statement of which this Prospectus is a part.
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 Company 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.
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
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 August 19, 1997. 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 August
19, 1997, in conformity with generally accepted accounting
principles.
/s/ John P. MacLean, CPA, CFP
August 19, 1997
<PAGE>
CENTURY INVESTMENTS INTERNATIONAL INC.
Balance Sheet
August 19, 1997
ASSETS
Cash $1,000
Total assets $1,000
Shareholder Equity
Common Stock (10,000,000
shares outstanding
$.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 August 19, 1997, 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 totaled $50,000.
(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
$_______ 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
The Company
Risk Factors
Dilution
Business
Use of Proceeds
The Offering
Management's Discussion and Analysis of
Financial Condition and Results of
Operations
Management
Security Ownership of Certain Beneficial
Owners and Management
Concurrent Distribution by Selling
Securityholder
Selling Securityholder
Description of Securities
Plan of Distribution
Legal Matters
Experts
Index to Financial Statements
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;
500,000 Units to be Distributed
by the Holder Thereof;
500,000 Shares of Common Stock
contained in the Units; 1,000,000 Common
Stock Warrants Contained in the Units;
and 1,000,000 Shares of Common Stock
underlying the Warrants Contained in the Units
----------
PROSPECTUS
----------
January ____, 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 50,000
Blue Sky Fees and Expenses 1,000
Printing and Engraving Expenses 500
Miscellaneous Expenses 500
Total $ 52,800(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.
Number of
Date Shareholder 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
8/17/97 Lo Tak Tong 400,000 40.00
8/17/97 Cheung Wai Men 500,000 50.00
8/17/97 Lilian Angelina Yip 50,000 5.00
8/17/97 Lee Hok Yee 120,000 12.00
8/17/97 Li Yun 120,000 12.00
8/17/97 Lin Ze Yu 120,000 12.00
8/17/97 Edward Huen 160,000 16.00
8/17/97 Lin Xi Shen 50,000 5.00
8/17/97 Huang Sui Sheng 1,000 .10
8/17/97 Fred Mandle 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.
Number of
Date Shareholder 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
8/17/97 Lo Tak Tong 400,000 40.00
8/17/97 Cheung Wai Men 500,000 50.00
8/17/97 Lilian Angelina Yip 50,000 5.00
8/17/97 Lee Hok Yee 120,000 12.00
8/17/97 Li Yun 120,000 12.00
8/17/97 Lin Ze Yu 120,000 12.00
8/17/97 Edward Huen 160,000 16.00
8/17/97 Lin Xi Shen 50,000 5.00
8/17/97 Huang Sui Sheng 1,000 .10
8/17/97 Fred Mandle 5,000 .50
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 #2 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the
City of Seattle, Washington on the 11th day of January 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 1/11/98
Bertha Huen
/s/ Alan Kwong Director, Secretary,
Alan Kwong Treasurer 1/11/98
</TABLE>
Number Shares
Incorporated under the laws of the state of Delaware
CENTURY INVESTMENTS INTERNATIONAL, INC.
Authorized to issue 120,000,000 shares
100,000,000 common shares 20,000,000 preferred shares
par value $.0001 each par value $.0001 each
This certifies that _______________________________ is the owner of
_____________________ fully paid and non-assessable Shares
of the Common Shares of CENTURY INVESTMENTS
INTERNATIONAL, INC.
transferrable only on the books of the Corporation by the holder hereof in
person or by duly authorized Attorney upon surrender of this Certificate
properly endorsed.
IN WITNESS WHEREOF, the said Corporation has caused this
Certificate to be signed by its duly authorized officers and to be sealed with
the Seal of the Corporation
this ________ day of ____________A.D. _____
_____________________________________
President
[SEAL]
<PAGE>
(Reverse side of stock certificate)
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations. Additional abbreviations may
also be used though not in the list.
TEN COM-- as tenants in common
TEN ENT-- as tenants by the entireties
JT TEN-- as joint tenants with right of
survivorship and not as
tenants in common
UNIF GIFT MIN ACT -- ____________Custodian _________(Minor)
under Uniform Gifts to Minors Act _______________(State)
For value received, the undersigned hereby sells, assigns and
transfers unto _____________________________ (please insert social
security or other identifying number of assignee)
_________________________________________
____________________________________________________________________
(please print or typewrite name and address of assignee)
_____________________________ Shares represented by the within
Certificate, and hereby irrevocably constitutes and appoints
____________________ Attorney to transfer the said shares on the books of
the within-named Corporation with full power of substitution in the
premises.
Dated, _______________________________
___________________________________
In presence of
_______________________________________
NOTICE: The signature to this assignment must correspond with the name
as written upon the face of the certificate in every particular without
alteration or enlargement, or any change whatever.
JOHN P. MACLEAN
CERTIFIED PUBLIC ACCOUNTANT
15701 ALAMEDA DRIVE
BOWIE, MARYLAND 20716-1312
301/249-4900
CONSENT OF CERTIFIED PUBLIC ACCOUNTANT
I hereby consent to the use in the Amendment #2 to the
Registration Statement on Form S-1 of my report dated August 19, 1997,
relating to the audited financial statements of Century Investments
International, Inc. and the reference to my firm under the caption
"experts" in the Prospectus.
/s/ John P. MacLean
January 21, 1998
