31 PAGES IN THIS REGISTRATION
AMENDMENT NO 2
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
JURAK CORPORATION WORLD WIDE, INC.
(Exact name of issuer as specified in charter)
Minnesota 2099 41-1906059
(State or other (Primary Standard (I.R.S. Employer
Jurisdiction of Industrial Class- Identification No.)
incorporation or ification Code Number
organization)
1181 Grier Drive, Suite C
Las Vegas, Nevada 89119
(800) 528-6642
(Address of principal executive office
and place of business)
Charles Clayton
527 Marquette
Minneapolis, MN 55402
(612) 338-3738
(Name and address of agent for service)
Approximate date of commencement
of proposed sale to public
As Soon As Possible After Effective Date
If any of the securities being registered on this Form are to be offered on
a delayed or a continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
If any of the securities being registered on this Form pursuant to Rule
462(b), check the following box. [ ]
If any of the securities being registered on this Form pursuant to Rule
462(c), check the following box. [ ]
If any of the securities being registered on this Form pursuant to Rule
462(d),
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check the following box. [ ]
If any of the securities being registered on this Form pursuant to Rule
434, check the following box. [ ]
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Title of Amount to be Proposed Proposed Amount of
each class registered Maximum Maximum Registration
Securities Offering Aggregate Fee
to be Price/Share Offering
Registered Price
- --------------------------------------------------------------------------------
Common Stock 3,000,000 $5.00 $15,000,000 $5,357.14
Total $5,357.14
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 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a)
may determine.
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CROSS REFERENCE SHEET
ITEM
Outside Front Cover of Prospectus........................FRONT OF PROSPECTUS
Inside Front Page of Prospectus..........................PAGE 2 PROSPECTUS
Summary Information/Risk Factors.........................PROSPECTUS SUMMARY
Use of Proceeds..........................................USE OF PROCEEDS
Determination of Offering Price..........................DESC OF SECURITIES
Dilution.................................................DILUTION
Selling Shareholders.....................................N/A
Plan of Distribution.....................................THE OFFERING
Legal Proceedings........................................N/A
Directors/Executive Officers.............................MANAGEMENT
Security Ownership of Management.........................PRINCIPAL S.HOLDERS
Description of Securities................................DESC OF SECURITIES
Interest of Experts......................................N/A
Statement Re: Indemnification............................INDEMNIFICATION
Organization Within 5 Years..............................PRINCIPAL S.HOLDERS
Description of Business..................................BUSINESS
Management Discussion & Analysis.........................MANAGEMENT DISCUSSION
Description of Property..................................BUSINESS
Interest in Certain Transactions.........................N/A
Certain Market Information...............................PRINCIPAL S.HOLDERS
Executive Compensation...................................EXECUTIVE COMMPENSATION
Financial Statements.....................................FINANCIAL STATEMENTS
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3,000,000 Common Shares
Jurak Corporation World Wide, Inc.
1181 Grier Drive, Suite C
Las Vegas, Nevada 89119
(800) 528-6642
$.001 par value
Jurak Corporation World Wide, Inc. (the Company) offers 3,000,000
shares of its common stock (the Offering) to its distributors in the form of a
stock bonus for earning points, which bonus shares are issued by the Company at
the offering price. The Company will not receive any proceeds from the stock.
There is no underwriter or sales agent in connection with this
offering. This offering will only be made to the distributors on behalf of the
Company by certain of its officers and employees, without compensation, where
permitted by law, or, if required by state law, through a broker-dealer. See
"the Offering." There is no assurance that all of the shares being offered will
be sold. The offering price for the common stock was determined by the Company
and does not bear any direct or indirect relationship to the Company's asset
value, book value, earnings or other generally accepted criteria of value, and
should not be considered an indication of the actual value of the Company.
THE SECURITIES OFFERED ARE HIGHLY SPECULATIVE, INVOLVE A HIGH DEGREE
OF RISK. PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE HIGH RISKS AND
SUBSTANTIAL DILUTION ASSOCIATED WITH THIS OFFERING. (See "Risk Factors on page
5, and Dilution").
HOLDERS OF THE COMMON SHARE ARE RESTRICTED FROM TRANSFER FOR A
PERIOD OF THREE YEARS FROM THE DATE OF ISSUE.
Prior to this offering, no market existed for the common stock, and
the public offering price was arbitrarily determined by the company. There can
be no assurance that the shares of common stock can be resold at the offering
price or that a trading market will develop, and, therefore, it might be
difficult for an investor to sell such securities. (See "Risk Factors").
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Date of this Prospectus is December 22, 1998
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THE SHARES ARE OFFERED BY THE COMPANY SUBJECT TO WITHDRAWAL,
CANCELLATION OR MODIFICATION OF THE OFFER, WITHOUT NOTICE. THE COMPANY RESERVES
THE RIGHT TO REJECT AN ORDER, IN WHOLE OR IN PART, FOR THE PURCHASE OF ANY OF
THE SHARES OFFERED.
No dealer, salesman or other person has been authorized in
connection with this offering to give any information or to make any
representations not contained in this Prospectus, and, if given or made, such
information or representations must not be relied upon as having been authorized
by the company. This Prospectus does not constitute an offer or solicitation by
anyone in any state in which such offer or solicitation is not qualified to do
so, or to any person to whom it is unlawful to make such offer or solicitation.
Neither the delivery of this Prospectus nor any sales made hereunder shall,
under any circumstances, create any implication that there has been no change in
the affairs of the company since the date of this Prospectus.
The company will provide its shareholders with an annual report
containing financial information that has been examined and reported upon, with
an opinion expressed by an independent certified public accountant.
Until 90 days from the date of this prospectus, all dealers
effecting transactions in the registered securities, whether or not
participating in this distribution, may be required to deliver a prospectus.
This is in addition to the obligation of dealers to deliver a prospectus when
acting as sales agents and with respect to their unsold allotments or
subscriptions.
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TABLE OF CONTENTS
Prospectus Summary 4
The Company 5
Risk Factors 5
Dilution 8
Use of Proceeds 8
Capitalization 9
Selected Financial Data 9
Management Discussion 10
Business. 11
Management. 14
Executive Compensation 14
Principal Shareholders 15
Description of Securities 16
Indemnification 17
The Offering. 18
Transfer Agent and Registrar. 19
Legal Opinions. 19
Experts. 19
Financial Statements
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PROSPECTUS SUMMARY
THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
THE DETAILED INFORMATION APPEARING ELSEWHERE.
THE COMPANY
Jurak Corporation World Wide, Inc.. (the "Company") is a Minnesota
corporation, formed on November 3, 1997, for the purpose of manufacturing and
marketing dietary and herbal supplement products. The product of the Company is
the Jurak Classic Whole Body Tonic, a blend of medicinal herbs, intended to
fortify the body and re-establish balance to the body. See "The Company"
The Company is headquartered at Las Vegas, Nevada, and its telephone
number is (800) 528-6642.
CERTAIN RISK FACTORS
An investment in the Shares offered hereby is speculative and
involves a high degree of risk. See "Risk Factors" and "Dilution"
THE OFFERING
Common Stock Offered ..... 3,000,000 Shares of Common Stock. See "Description of
Securities."
Number of Shares Outstanding
Before Offering ........ 15,469,250 shares of common stock.
LIMITED DISTRIBUTION, LACK OF TRADING AND RESTRICTIONS ON TRANSFER
This offering is only to distributors of the Company. Shares will be
distributed as a stock bonus based on sales and bonus points.
Before this offering there was no public market for the common
stock. The Company has no arrangements with broker-dealers concerning the
creation of a trading market for the common stock, nor is there any repurchase
or put arrangement where the Company will repurchase the shares offered.
In an attempt to insure that distributors have a continuing interest
in the success of the Company, the Company will restrict transfer of the shares
for three years.
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RISK FACTORS
THE SHARES OFFERED ARE HIGHLY SPECULATIVE, INVOLVE A HIGH DEGREE OF
RISK. PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE HIGH RISK ASSOCIATED
WITH THIS OFFERING.
Each offeree of the common stock offered should, prior to purchase,
carefully consider the following risk factors, as well as other information
contained herein:
1. RETAIL MARKET AND CAPITAL RISKS. The Company believes that the
dietary and herbal supplement market offers significant opportunities for
expansion and profit potential. It is developing a strategy to pursue such
opportunities. Retail markets, however, traditionally have been subject to
variations in business cycles and there can be no assurance that the markets
will continue to be favorable for the Company's operations or proposed
expansion. In the event of a significant reduction in the market's breadth and
strength, the Company may have difficulty in carrying out its proposed expansion
plans. Moreover, the Company may need to adjust its plan of operations to fit
unanticipated changes in the markets it serves. It should be understood that it
may be difficult to raise capital for the Company on any acceptable terms.
2. NO MARKET FOR SHARES. NO TRANSFER OF SHARES. Prior to this
Offering, there has been no public market for the Shares and there can be no
assurance that an active trading market will develop or be sustained following
this Offering. In addition persons that acquire shares in this offering will be
required to hold the shares for a period of three years before they may be
transferred or sold.
3. LIMITED OPERATING HISTORY. The Company was formed on November 3,
1997. The Company recognizes that it has a limited operating history by which an
investor might judge its likelihood of success or failure. Its business plan is
based on certain assumptions without the benefit of a lengthy operating history.
At this time the Company has made no sales of its product, and has received no
revenue from its product.
4. RELIANCE ON MANAGEMENT AND KEY PERSONNEL. The Company's success
depends in large part on its ability to attract, motivate and retain highly
qualified management and personnel. Competition for such personnel is generally
strong and there can be no assurance that the Company will be able to attract
and retain the personnel necessary for the development and operation of its
business. The Company has no employment agreements with any of its personnel.
The Company is heavily dependent upon the continued services of its present
officers and directors. They have the major responsibility for review of
opportunities and implementing the Company's growth plans. Consequently the loss
of services of any or all of these
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persons would have an adverse effect on the Company. The Company has no "key
man" insurance on any of its officers or directors. See "Management."
5. COMPETITION. The Company expects to encounter competition in its
efforts to establish its business. Many of these entities may have greater
experience, resources and managerial capabilities than the Company and will
therefore be in a better position than the Company to compete. On the other
hand, the Company believes the dietary and herbal supplement business is in the
early stages of growth and development, and the Company believes that due to
this relative infancy it may have an opportunity for expansion and growth. The
Company believes that the market is considerably larger than can be reasonably
fulfilled by the current participants within the next few years. However, the
Company's knowledge of privately-held competitors and their financial abilities
is limited, and its assessment is subject to change. There can be no assurance
that competitive pressures will be as the Company expects.
6. NEED FOR ADDITIONAL CAPITAL. While the Company will be budgeting
towards the achievement of its goals, there can be no assurance that the Company
will be able to achieve its goals without additional capital. There can be no
assurance that the Company will be able to raise the additional capital it may
be seeking. Even if additional capital is obtained, there can be no assurance
that the Company will be able to achieve its goals with additional capital, or
that any new capital, if available, will be on terms favorable to the Company.
The Company now has on hand $161,200 in cash. In addition it has on hand raw
materials to manufacture 3,000,000 mono dose packages, which it feels is
sufficient until June 30, 1999.
7. CONTROL BY EXISTING MANAGEMENT OR OTHERS. Upon completion of this
offering, the officers and directors will control a minimum of 42% of the
Company's outstanding Common Stock. The directors may be in a position to
control all of the affairs of the Company, including the election of members of
the Board of Directors. See "Management."
8. NO DIVIDENDS AND DISTRIBUTIONS. The Company's objective is for
long-term capital appreciation of its shares. To the extent that income is
derived from the Company's operations, it is likely that it will be used
entirely to fund growth, rather than being distributed to the Company's
shareholders. The timing and payment of any other distributions are left
entirely to the discretion of the Company. Cash distributions of any kind are
unlikely to occur, although the Company may elect to make tax-free issuances of
additional shares in the form of stock splits or stock dividends, when and if
such issuances are deemed appropriate, and there can be no assurance that such
will occur.
9. MANAGEMENT OF GROWTH. The Company's rapid growth has placed, and
in the future may place, a significant strain on the Company's administrative,
operational and financial resources and increased demands on its systems and
controls. The Company anticipates that its continued growth will require it to
recruit and hire a substantial number of new managerial and administrative
personnel. The
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inability to continue to upgrade the operating and financial control systems,
the inability to recruit and hire necessary personnel, or the emergence of
unexpected expansion difficulties could adversely affect the Company's business,
results of operations and financial condition.
10. PENNY STOCK REGULATION. Broker-dealer practices in connection
with transactions in "penny stocks" are regulated by certain penny stock rules
adopted by the Securities and Exchange Commission. Penny stock generally are
equity securities with a price of less than $5.00 (other than securities
registered on certain national securities exchanges or quoted on the Nasdaq
system, provided that current price and volume information with respect to
transactions in such securities is provided by the exchange or system). The
penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from the rules, to deliver a standardized risk
disclosure document that provides information about penny stocks and the risks
in the penny stock market. The broker-dealer must also provide the customer with
current bid and offer quotations for the penny stock, the compensation of the
broker-dealer and its salesperson in the transaction, and monthly account
statements showing the market value of each penny stock held in the customer's
account. In addition, the penny stock rules generally require that prior to a
transaction in a penny stock the broker-dealer make a special written
determination that the penny stock is a suitable investment for the purchaser
and receive the purchaser's written agreement to the transaction. These
disclosure requirements may have the effect of reducing the level of trading
activity in the secondary market for a stock that becomes subject to the penny
stock rules. The Company's securities will be subject to the penny stock rules,
and investors in this offering may find it more difficult to sell their
securities.
11. GOVERNMENT REGULATION. Nutritional supplements such as the
Company's current and planned products are subject to governmental regulation
concerning their use, labeling and marketing. The Company has retained an expert
consultant in the Food and Drug Administration area of practice, William Appler.
The Company believes that it is in compliance with government regulations in
respect to use, labeling and marketing its products. The Company is unable to
predict any future regulations that may be enacted, or what impact if any, they
would have on the Company.
12. COMPUTER YEAR 2000. The year 2000 creates problems for many
users of computers. The Company intends to use computers extensively. The
software used by the Company, most of it based on products from Microsoft
Corporation, is all new and the software has addressed the year 2000 problem. As
a result the Company's computers are ready for the year 2000, it will not cost
more to address the year 2000 problem, there should be no risks associated with
the year 2000, and it has no contingency plans as a result.
13. POSSIBLE LITIGATION. The products of the Company are somewhat
similar to other products on the market. There is a possibility that these
manufacturers may
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sue the Company regarding its products. The Company is unable to predict any
future litigation, or its effects.
DILUTION
As of September 30, 1998, the net tangible book value was $243,151,
or $0.01 per common share for 15,469,250 shares outstanding. "Net Tangible book
value" per common share represents the amount of total tangible assets of the
company reduced by the amount of its total liabilities divided by the number of
common shares outstanding. After giving effect to the issuance by the company of
the 3,000,000 shares, the pro forma net tangible book value at September 30,
1998 would have been $0.01 per share. Dilution per share represents the
difference between the price per share and the pro forma net tangible book value
per share at September 30, 1998.
The following table illustrates this per share dilution as of September 30,
1998.
Net tangible book value
before offering $ .01
Decrease in net tangible book value
attributable to increased number of shares $ .003
Net tangible book value
after offering. $ .01
USE OF PROCEEDS
The shares offered are to be used as an incentive to its
distributors, and no cash proceeds will be generated to the Company.
The Company expects to fund its working capital needs during the 18
months following June 30, 1998 through revenues from its business.
CAPITALIZATION
The following table sets forth the capitalization of the Company at
September 30, 1998.
Preferred stock, $.001 par value, 50,000,000 shares authorized,
none issued $ --
Common stock $.001 par value, 150,000,000 shares authorized,
15,469,250 shares issued and outstanding $ 438,436
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Deficit accumulated during the development stage (195,285)
Net Capital $ 243,151
SELECTED FINANCIAL DATA
The following selected financial data of the Company as of May 31,
1998 have been derived from the financial statements of the Company which have
been audited by House, Nezerka & Froelich, P.A., independent auditors. The
selected operations data for the four months ended September 30, 1998 and
cumulative since inception to September 30, 1998 and balance sheet as of
September 30, 1998 are derived from the unaudited financial statements of the
Company included elsewhere in this Prospectus, which reflects in the opinion of
management of the Company, all adjustments, consisting solely of normal
recurring adjustments necessary for a fair statement of the financial data for
such periods. The results of operations for the four months ended September 30,
1998 are not necessarily indicative of results which may be expected for the
entire year ending May 31, 1999 or for any other interim period.
<TABLE>
<CAPTION>
Year ended Four months Cumulative
May 31, 1998 ended since inception to
September 30, 1998 September 30, 1998
------------ ------------------ ------------------
<S> <C> <C> <C>
Selected Balance Sheet Data
Cash and cash equivalents $251,132 $159,299
Total assets $332,119 $285,152
Total stockholder's equity $217,641 $243,151
Weighted average common shares 15,421,250 15,445,250
Selected Operations Data
Total revenues $1,227 $577 $ 1,804
Net income (Loss) $(100,795) $(94,490) $(195,285)
Income per common share $(.01) $(.01)
</TABLE>
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The Company is relatively newly formed, and its operations to date
have been in the areas of setting up the organization and financing.
The Company had no income from sales of its products from inception
(November 3, 1997) to September 30, 1998. It did have interest income of $1,804
in that period. During the same period the Company expended general,
administrative and pre-operating expenses of $197,089 for a net loss of
$195,285. The general, administrative and pre-operating expenses included
consulting expenses for Food and Drug Administration advice ($10,722), computer
consultants ($33,261), and hardware and software ($2,793), raw materials
($15,852), travel ($79,829), office ($48,732) and telephone expenses ($6,160).
The Company has forecast sales and raw material and sales expenses,
along with general operating expenses for the first year of operations. The
forecast is that after five months raw materials, manufacturing and sales
commissions will be approximately 60% ($768,000) of the gross sales
($1,280,000), and that the general operating expenses will be approximately 40%
($506,000) of the gross sales. As gross sales increase, by the end of one year,
the raw materials, manufacturing and sales commissions will remain at
approximately 60% ($2,112,000) of gross sales ($3,520,000), and general
operating expenses will decrease ($1,045,000), which would lead to a net profit
($363,000). The Company has now received 806,736 mono doses for which it paid
$138,881 (Canadian) to the supplier-manufacturer.
Except for historical information, the matters discussed in this
Prospectus are forward looking statements which involve risks and uncertainties,
including, but not limited to economic, competitive, and technological factors
affecting the Company's operations, markets, products, services, prices and
other factors, which may cause actual results to differ materially from the
results discussed in the forward looking statements.
LIQUIDITY AND CAPITAL RESOURCES
The Company has financed its operations with equity capital, and
raised a total of $438,436. The business the Company is engaged in is not
capital intensive, and the Company hopes to be able to finance its operations
from the cash flow from sales of the products of the Company. The business of
the Company is not capital intensive because it does not need to purchase any
machinery, the costs of the raw material is negligible, and, because all sales
will be by check or credit card, there will not be accounts receivable. The
needs of the Company at this stage are for office space, a distribution facility
to process orders, and computer equipment.
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The Company has no plans to raise additional capital through private
placements or otherwise in the next 12 months. The only need for capital would
be if the Company deemed it a good investment to do its own manufacturing. The
issuance of shares in this offering will be an expense to the Company, based on
the fair value of the stock or the value of services, whichever is more evident.
This could have an adverse effect on the balance sheet of the Company and make
it more difficult to issue other shares for cash to raise additional capital.
PRODUCT RESEARCH AND DEVELOPMENT
The Company does not anticipate conducting any product research and
development during the next 12 months that would require significant capital.
PURCHASES OR SALE OF PLANT AND EQUIPMENT
The Company anticipates that it will not need any purchases of plant
of equipment in the near future.
CHANGES IN NUMBER OF EMPLOYEES
The Company anticipates that it will require a minimal office staff,
and that sales of its products will be through independent distributors. It is
anticipated that the independent distributors will recruit other independent
distributors, and the sales force will grow in that manner.
BUSINESS AND PROPERTIES
The Jurak Classic Whole Body Tonic was first developed in 1945 by
Carl Jurak, the father of the founder of the Company. The tonic is a blend of
medicinal herbs intended to fortify various systems of the body and re-establish
balance to the body. The herbal tonic as a result has been tested in the human
body for more than 50 years.
The Jurak Classic Whole Body Tonic is supplied in bottles of one
fluid oz., the correct dosage for one day of the body requirements. The bottles
will come in boxes of 35 bottles. Most herbs (and drugs) tend to either
stimulate or depress, increase or decrease, raise or lower a particular targeted
process, such as blood pressure. Certain herbs can do both, depending on the
needs of the body. Tonic herbs tend to balance things, they do not push or pull
the body system too far in the wrong direction, their action is toward the
center. The result is that the person who takes the tonic feels better.
The Company has purchased its initial inventory of raw materials,
and has made arrangements with a supplier, Confab Laboratories, Inc., to blend
the raw materials and package them in the mono dose package. This supplier has
the capacity to manufacture 180 million mono dose packages a year. There are a
number of other
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suppliers, but the plan of the Company is to establish a long term relationship
with the supplier to establish long term cost stability and first class service.
The supplier began work to blend the product and bottle it during the last week
of October, 1998, and by December 15, 1998 806,736 mono doses had been received
by the Company. The Company has begun negotiations for a long term contract,
which have not been finalized. In the interim the Company has paid the
manufacturer $.17 (Canadian) for each mono dose manufactured.
There are 31 separate ingredients to the tonic, all of them readily
available from suppliers in Canada, the United States and France. The present
inventory of raw materials came from eight suppliers. The Company has purchased
an initial supply of raw materials, at a cost of $65,447. This initial supply of
raw materials is enough to produce 3,000,000 one ounce mono dose packages. For
the production of the pilot batch and samples there has been approximately 3% of
the raw materials purchased used. The raw material and manufacturing costs are
less than 15% of the wholesale selling price, or approximately 10% of the retail
selling price.
Management of the Company feels that with the 3,000,000 one ounce
mono dose packages on hand, if all of them are sold it will generate sales of
$3,400,000. This amount of sales will enable the Company to operate through June
30, 1999.
The Company has worked with consultants to make sure that the
labeling of the product is correct and that the labeling is attractive. The
labeling and boxes have been completed and the order has been placed with a
printer. The cost of compliance is the cost of the consultants. The Company has
had the ingredients approved in Canada, the manufacturer is certified as a
manufacturer in Canada and has applied for approval from the Food and Drug
Administration.
Management of the Company has examined the marketing practices of
others, and has resolved to market the products through network marketing in the
United States and throughout the rest of the world. Network marketing consists
of distributors several layers deep that distribute product for a specific
company. Profits come from commissions on direct sales and money earned on sales
made by the network of downline distributors. Sales will be made by the
distributors to individuals, there will be no sales to retailers or stores.
The potential market is every person in the world. The Company will
compete in the dietary supplement business, but there are few companies selling
products similar to the product of the Company. One slightly similar product is
Matol, for which Mr. Jurak worked for several years. Mr. Jurak has no present
connection with Matol except as a shareholder. He is the holder of 2,000,000
preferred shares. Matol is based upon, but is a variation of, one of the many
formulas of Carl Jurak. Matol's product is sold in the United States as KM,
which is sold as a Potassium Mineral Supplement. There is at least one other
product that is very similar to Matol, BOTANOL, which is sold as an improvement
to KM. The formula used for the Jurak Classic Whole Body Tonic is different from
those two in that it contains a greater
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quantity of herbs and minerals, and the herbs in them are not all tonic herbs,
as is the case with the product of the Company. The Company feels that any
litigation from either of the other two products is remote. The Company has no
patents or trademarks for its products.
The Jurak Classic Whole Body Tonic is the only product of the
Company at this time. Carl Jurak however developed many formulas, and many of
them were manufactured and sold many years ago. There is a variety of organ
specific herbal tablets and liquids as well as salves, ointments and liniments.
The cost to develop them is minimal because the cost will be to prepare pilot
batches, test them, and search whether the ingredients are acceptable under the
latest Food and Drug Administration regulations.
The Company intends to market the Jurak Classic Whole Body Tonic
through network marketing, called the Jurak Career Plan. There are a number of
steps in the Jurak Career Plan, starting with the Independent Distributor. An
Independent Distributor registers with the Company and gets the right to sponsor
other persons to purchase the product at a 30% discount from the retail price.
There are points awarded for personal consumption or sale of products.
One may become a Qualified Distributor when he has 160 points monthly.
In addition to the money made by the distributor on sales the
Company intends to issue shares of its stock to its distributors as an added
incentive, with the agreement that the shares of stock are restricted from sale
for three years from the time of issuance. A distributor who purchases enough
product for 160 points, sponsors three persons who each purchase enough product
for 160 points and who in turn sponsor three additional persons who each
purchase enough product for 160 points will receive 10 certificates valued at
$5.00 each. The aggregate value for certificates earned will be redeemable for
shares at the current market price at the time of redemption.
Network marketing is known for persons switching to another company
with a better idea. The strategy of including the Company's distributors as
shareholders is to keep the distributors close to the Company for a long time,
and build into the future.
Also with a consultant the Company has developed custom designed
software to interface with the sales and bonus system. The software will also
process currencies of other countries so that if there is expansion into other
countries the system will be able to handle the volume.
The Company will need credit card authorizations for the purchase of
its products. It has invited requests for proposals with financial institutions
and is in the process of selecting the financial institution as a processor for
credit card purchases.
The Company has leased 8,000 square feet of office space in Las
Vegas, Nevada
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for its offices and warehouse, at an monthly rental of $6,000. The warehouse
will be used to hold and distribute the Company's products. A part of the
warehouse may be used for a research and development laboratory.
The Company has no employees, and expects to have 20 employees
within two months, none are represented by a labor organization. The 20
employees do not include independent distributors.
MANAGEMENT
The current officers and directors of the Company are as follows:
Age Position
--- --------
Anthony C. Jurak 60 Chairman, Secretary
Roger Theriault 52 President, Director
Anthony C. Jurak, Mr. Jurak is the Chairman, Secretary, and a
Director of the Company. Mr. Jurak has been Co-Chairman and Secretary Treasurer
for more than the past 5 years of Matol Partners Corporation until February,
1997, and since has worked as a founder of the Company. While with Matol he was
in charge of finances for six years, and then committed his time to marketing
the products by traveling to sales and marketing meetings.
Roger Theriault, Mr. Theriault is the President and a Director of
the Company. Mr. Theriault was the Director of National Sales for Shaklee Canada
from 1979 to 1984. During that time he was mostly involved in marketing of the
Company's products, he was responsible for three regional sales managers and
more than 100,000 distributors. He was the founder of Nova Santa Pacific
International where he worked form 1989 to 1994. Since 1995 he has been a
consultant to Triple Gold (Ecuador), Radical Advance Technologies and CiDem
(France).
The directors of the Company are elected annually by the
shareholders for a term of one year or until their successors are elected and
qualified. The officers serve at the pleasure of the Board of Directors.
MANAGEMENT REMUNERATION
There are no officers or directors that received compensation in
excess of $60,000 or more during the last year. Management has taken no
remuneration to date, except as noted in Certain Transactions.
14
<PAGE>
CERTAIN TRANSACTIONS
Beginning in September, 1997, before the Company was incorporated,
the founder of the Company, Anthony Jurak, began paying expenses for the start
of the Company. The expenses paid were done by the personal credit cards of Mr.
Jurak. Mr. Jurak was reimbursed for his expenses by the Company in the amount of
$112,376 in August, 1998. Of the $112,376 paid to Mr. Jurak, $18,405 were
personal expenses on his credit cards, and not expenses of the Company. As a
result the $18,405 is income to Mr. Jurak.
DIVIDENDS AND DISTRIBUTIONS
The Company has never paid any cash dividends and intends for the
foreseeable future to retain any earnings to finance the growth of its business.
Dividend policy will be determined by the Company's Board of Directors based
upon consideration of the earnings of the Company, if any, its future capital
needs and other relevant factors.
PRINCIPAL SHAREHOLDERS
There are presently 15,469,250 shares of the Company's common shares
outstanding. The following table sets forth the information as to the ownership
of each person who, as of the date of this Offering Circular, owns of record, or
is known by the Company to own beneficially, more than five per cent of the
Company's common stock, and the officers and directors of the Company.
Percent
-------------------------
Shares of Prior to After
Name Common Stock Offering Offering
- --------------------------------------------------------------------------------
Anthony Jurak (1) 6,150,000 40% 33%
1181 Grier Drive
Las Vegas, Nevada
Roger Theriault 1,500,000 10% 8%
1181 Grier Drive
Las Vegas, Nevada
Michael Fielding 1,500,000 10% 8%
37 Hill Street
St. Helier, Jersey Islands
Roger Matthews 1,300,000 8% 7%
15
<PAGE>
Beauchamp House
St. John, Jersey Islands
John H. Picken 920,000 6% 5%
770 East Northcliffe Drive
Salt Lake City, Utah
All officers and directors 7,650,000 50% 42%
as a group
(1) Mr. Jurak's shares are in the name of Jurak Holdings, Ltd.
DESCRIPTION OF SECURITIES
The company has authorized 150,000,000 shares of common stock, $.001
par value, and 50,000,000 preferred stock, $.001 par value. Each holder of
common stock has one vote per share on all matters voted upon by the
shareholders. Such voting rights are noncumulative so that shareholders holding
more than 50% of the outstanding shares of common stock are able to elect all
members of the Board of Directors. There are no preemptive rights or other
rights of subscription.
Each share of common stock is entitled to participate equally in
dividends as and when declared by the Board of Directors of the company out of
funds legally available, and is entitled to participate equally in the
distribution of assets in the event of liquidation. All shares, when issued and
fully paid, are nonassessable and are not subject to redemption or conversion
and have no conversion rights.
The preferred shares are convertible into 10 common shares at a
price of $.10 per share for a period of 10 years. The preferred shares have no
voting rights, unless converted into common shares. There are no other
preferences.
MINNESOTA ANTI-TAKEOVER LAW
The Company is governed by the provisions of Sections 302A.671 and
302A.673 of the Minnesota Business Corporation Act. In general, Section 302A.671
restricts the voting of certain percentages of voting control to be acquired in
a control share acquisition of the Company's voting stock (in excess of 20%,
33.3% or 50%) until after shareholder approval of the acquisition is obtained. A
"control share acquisition" is an acquisition, directly or indirectly, of
beneficial ownership of shares that would, when added to all other shares
beneficially owned by the acquiring person, entitle the acquiring person to have
voting power of 20% or more in the election of directors. In general, Section
203A.673 prohibits a public Minnesota corporation from engaging in a "business
combination" with an
16
<PAGE>
"interested shareholder" for a period of four years after the date of the
transaction in which the person became an interested shareholder, unless the
business combination is approved by a majority of disinterested directors of the
Company prior to the date the shareholder becomes an interested shareholder.
"Business combination" includes mergers, asset sales and other transactions
resulting in a financial benefit to the interested shareholder. An "interested
shareholder" is a person who is the beneficial owner, directly or indirectly, of
10% or more of the corporation's voting stock or who is an affiliate or
associate of the corporation and at any time within four years prior to the date
in question was the beneficial owner, directly or indirectly, of 10% or more of
the corporation's voting stock.
In the event of certain tender offers for capital stock of the
Company, Section 302A.675 precludes the tender offeror from acquiring additional
shares of capital stock (including acquisitions pursuant to mergers,
consolidations or statutory share exchanges) within two years following the
completion of such an offer unless the selling shareholders are given the
opportunity to sell the shares of capital stock on terms that are substantially
equivalent to those contained in the earlier tender offer. Section 302A.675 does
not apply if a committee of the Board of Directors consisting of all of its
disinterested directors (excluding present and former officers of the Company)
approves the subsequent acquisition before shares are acquired pursuant to the
earlier tender offer.
These provisions of the Minnesota law could delay and make more
difficult a business combination, particularly one opposed by the board of
directors, even if the business combination could be beneficial, in the short
term, to the interests of shareholders. These statutory provisions could also
depress the price certain investors might be willing to pay in the future for
shares of the Company's Common Stock (because it may make hostile takeovers more
difficult and costly, and therefore, less attractive to the potential pursuer).
INDEMNIFICATION
Minnesota Statutes, Section 302A.521, contain an extensive
indemnification provision which requires mandatory indemnification by a
corporation of any officer, director and affiliated person who was or is a
party, or who is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a member, director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a member, director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses, including attorneys' fees, and against judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted, or failed to act, in good
faith and in a manner 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
17
<PAGE>
believe his conduct was unlawful. In some instances a court must approve such
indemnification.
As to indemnification for liabilities arising under the Securities
Act of 1933 for directors, officers or persons controlling the company, the
company has been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy and unenforceable.
THE OFFERING
The securities offered by this Prospectus are 3,000,000 shares of
the Company's common stock. The shares offered are to be issued to distributors
in the form of stock bonuses based upon the sales of the distributors and bonus
points.
If all of the shares offered are issued, a total of 18,469,250
shares of common stock will be outstanding after completion of the offering.
There is no underwriter or sales agent in connection with this
offering. This offering will only be made to the distributors on behalf of the
Company by certain of its officers and employees, without compensation, where
permitted by law, or, if required by state law, through a broker-dealer.
The Company in its discretion, may modify the relationship of stock
bonuses to sales or bonus points, or terminate this offering at any time.
Any distributor receiving shares as a stock bonus will have taxable
income equal to the fair market value of the shares when received. The Company
intends to report as income to the distributor an amount equal to the applicable
offering price multiplied by the number of shares received unless there is an
active trading market for the common stock, in which case the average trading
price in effect from time to time when the shares are received by distributors
will be used for determining the amount of income. Due to a lack of a public
trading market for the Company's common shares, distributors should not expect
to be able to sell shares for cash, even though they will be required to pay
income taxes on the income they realize with respect to the shares. Each
distributor is advised to consult his or her own tax advisor with respect to the
tax consequences of receiving shares as a stock bonus.
The shares offered may not be sold or otherwise transferred for a
period of three years from the date of issuance unless the Company's Board of
Directors adopts a resolution terminating or altering the restriction. A legend
referencing the restriction will be placed on the stock certificates for shares
issued in this offering. The Company has decided to establish the restriction to
assure That distributors have a continuing interest in the success of the
Company.
The Company will have expenses related to this offering of
approximately
18
<PAGE>
$50,000 for registration fees, accounting fees, attorney fees, printing expense
and others. The Company has sole responsibility for these expenses.
TRANSFER AGENT
The transfer agent for the Company is Signature Transfer, Inc.,
14675 Midway Road, Dallas, Texas.
LEGAL MATTERS
Legal matters in connection with this offering of Common Shares will
be passed upon for the Company by Charles Clayton, Attorney at Law, Minneapolis,
Minnesota.
EXPERTS
The financial statements of the Company as of May 31, 1998, attached
to this Prospectus have been audited by House, Nezerka & Froelich, P.A.,
independent certified public accountants, and have been so included in reliance
upon the report of said firm given upon their authority as experts in accounting
and auditing.
ADDITIONAL INFORMATION
The Company has filed with the Commission a Registration Statement
on Form S-1 under the Securities Act with respect to the Common Stock offered
hereby. This Prospectus does not contain all of the information set forth in the
Registration Statement and the exhibits thereto. For further information with
respect to the Company and the Common Stock, reference is made to such
Registration Statement and exhibits. Statements made in this Prospectus as to
the contents of any contract, agreement or other documents referred to are not
necessarily complete. With respect to each such contract, agreement or other
document filed as an exhibit to the Registration Statement, reference is made to
the exhibit for a more complete description of the matter involved. The
Registration Statement and exhibits may be inspected without charge and copied
at the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549; Citicorp Center, 500 West Madison, Suite
1400, Chicago, Illinois 60661; and 7 World Trade Center, New York, New York
10048. Copies of such material may be obtained at prescribed rates from the
Commission's Public Reference Section at 450 Fifth Street, N.W., Washington,
D.C. 20549.
The Securities and Exchange Commission maintains a Web site that
contains this Registration Statement and other information regarding registrants
that file
19
<PAGE>
electronically with the Securities and Exchange Commission. The address for the
Web site is http.//www.sec.gov.
20
<PAGE>
JURAK CORPORATION WORLD WIDE, INC.
(A Development Stage Company)
FINANCIAL REPORT
MAY 31, 1998
<PAGE>
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders
Jurak Corporation World Wide, Inc.
We have audited the accompanying balance sheet of Jurak Corporation
World Wide, Inc., a Minnesota corporation, and a development stage company, as
of May 31, 1998, and the related statements of operations, stockholders' equity
and cash flows for the period from incorporation (November 3, 1997) to May 31,
1998. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements present fairly, in all
material respects, the financial position of Jurak Corporation World Wide, Inc.
as of May 31, 1998, and the results of its operations and its cash flows for the
period then ended, in conformity with generally accepted accounting principles.
Bloomington, Minnesota
August 5, 1998, except for Note 5, as to
which the date is December 16, 1998
<PAGE>
JURAK CORPORATION WORLD WIDE, INC.
(A Development Stage Company)
BALANCE SHEETS
<TABLE>
<CAPTION>
May 31, September 30,
ASSETS 1998 1998
----------- ------------
(Unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 251,132 $ 159,299
Inventories, raw materials 65,447 65,447
Prepaid expenses 3,000 --
----------- -----------
319,579 224,746
DEPOSITS 12,540 45,245
OFFICE EQUIPMENT -- 15,161
----------- -----------
$ 332,119 $ 285,152
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 2,102 $ 9,090
Payable to stockholder, officer 112,376 32,911
----------- -----------
114,478 42,001
SUBSEQUENT EVENTS (Note 5)
STOCKHOLDERS' EQUITY (Note 2):
Convertible preferred stock, par value $.001 per share,
50,000,000 shares authorized, none issued or outstanding -- --
Common stock, par value $.001 per share, 150,000,000 shares
authorized, May 31, 1998 - 15,421,250 shares;
September 30, 1998 - 15,469,250 shares issued and outstanding 15,421 15,469
Additional paid-in capital 303,015 422,967
Deficit accumulated during the development stage (100,795) (195,285)
----------- -----------
217,641 243,151
----------- -----------
$ 332,119 $ 285,152
=========== ===========
</TABLE>
See Notes to Financial Statements.
2
<PAGE>
JURAK CORPORATION WORLD WIDE, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Period From Period From
Incorporation Incorporation
(November 3, (November 3,
1997) Four Months 1997)
through Ended through
May 31, September 30, September 30,
1998 1998 1998
------------ ------------ ------------
(Unaudited) (Unaudited)
<S> <C> <C> <C>
Interest income $ 1,227 $ 577 $ 1,804
General, administrative and pre-operating expenses (102,022) (95,067) (197,089)
------------ ------------ ------------
Net loss $ (100,795) $ (94,490) $ (195,285)
============ ============ ============
Loss per common share $ (.01) $ (.01)
============ ============
Loss per common share assuming dilution $ (.01) $ (.01)
============ ============
Weighted average outstanding shares 15,421,250 15,445,250
============ ============
</TABLE>
STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Deficit
Accumulated
Common Stock Additional During
-------------------------- Paid-In Amount Development
Shares Amount Capital Per Share Stage
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Shares issued for cash, May 28, 1998 15,300,000 $ 15,300 $ -- $ .001 $ --
Shares issued for cash, May 28, 1998 121,250 121 303,015 2.50 --
Net loss -- -- -- (100,795)
---------- ---------- ---------- ----------
Balance, May 31, 1998 15,421,250 15,421 303,015 (100,795)
Shares issued for cash,
September 30, 1998 48,000 48 119,952 2.50 --
Net loss -- -- -- (94,490)
---------- ---------- ---------- ----------
Balance, September 30, 1998
(unaudited) 15,469,250 $ 15,469 $ 422,967 $ (195,285)
========== ========== ========== ==========
</TABLE>
See Notes to Financial Statements.
3
<PAGE>
JURAK CORPORATION WORLD WIDE, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Period From Period From
Incorporation Incorporation
(November 3, (November 3,
1997) Four Months 1997)
through Ended through
May 31, September 30, September 30,
1998 1998 1998
----------- ----------- -----------
(Unaudited) (Unaudited)
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (100,795) $ (94,490) $ (195,285)
Increase in inventories (65,447) -- (65,447)
Increase in other assets (3,000) 3,000 --
Increase in accounts payable 2,102 6,988 9,090
Increase (decrease) in payable to stockholder, officer 112,376 (79,465) 32,911
----------- ----------- -----------
Net cash used in operating activities (54,764) (163,967) (218,731)
CASH FLOWS FROM INVESTING ACTIVITIES:
Deposits paid (12,540) (32,705) (45,245)
Purchase of office equipment -- (15,161) (15,161)
----------- ----------- -----------
Net cash used in investing activities (12,540) (47,866) (60,406)
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock 318,436 120,000 438,436
----------- ----------- -----------
Increase (decrease) in cash and cash equivalents 251,132 (91,833) 159,299
Cash and cash equivalents:
Beginning (inception) -- 251,132 --
----------- ----------- -----------
Ending $ 251,132 $ 159,299 $ 159,299
=========== =========== ===========
</TABLE>
See Notes to Financial Statements.
4
<PAGE>
JURAK CORPORATION WORLD WIDE, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
May 31, 1998
(Information with respect to September 30, 1998 and the
four months ended September 30, 1998 is unaudited)
Note 1. Nature of Business and Summary of Significant Accounting Policies:
NATURE OF BUSINESS:
The Company was incorporated on November 3, 1997 in the State of
Minnesota and received its initial capital in May 1998. The Company
was formed to manufacture and market dietary and herbal supplement
products and since inception, has devoted its efforts to raising
capital and developmental activities.
The Company is considered to be in the development stage and the
accompanying financial statements represent those of a development
stage enterprise, and therefore, is subject to the usual business
risks of development stage companies. Planned principal operations
have not yet commenced. Management intends to finance operations
during the next twelve months with current assets, operating cash
flows and additional equity contributions and loans. Management
intends to develop strategies that will match its cash flows with
its debt obligations as they become due.
A summary of the Company's significant accounting policies follows:
CASH AND CASH EQUIVALENTS:
The Company considers all highly liquid debt instruments purchased
with a maturity of three months or less to be cash equivalents.
INCOME TAXES:
Deferred taxes are provided on a liability method whereby deferred
tax assets are recognized for deductible temporary differences and
operating loss and tax credit carryforwards and deferred tax
liabilities are recognized for taxable temporary differences.
Temporary differences are the differences between the reported
amounts of assets and liabilities and their tax basis. Deferred tax
assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of
the deferred tax assets will not be realized. Deferred tax assets
and liabilities are adjusted for the effects of changes in tax laws
and rates on the date of the enactment.
INVENTORIES:
Inventories consist of raw materials and are valued at the lower of
cost (first-in, first-out method) or market.
ESTIMATES AND ASSUMPTIONS:
The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and revenues and expenses
during the reporting period. Significant estimates and assumptions
include the valuation of stock issued and ability to generate future
positive cash flows. Actual results could differ from Company
estimates.
5
<PAGE>
JURAK CORPORATION WORLD WIDE, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
May 31, 1998
(Information with respect to September 30, 1998 and the
four months ended September 30, 1998 is unaudited)
Note 1. Nature of Business and Summary of Significant Accounting Policies
(Continued):
LOSS PER COMMON SHARE:
Loss per share is computed based on the weighted average number of
common shares outstanding. Potential issuances that would reduce
loss per common share are considered anti-dilutive and are excluded
from the computation.
INTERIM FINANCIAL INFORMATION:
The interim financial statements for the four month period ended
September 30, 1998 are unaudited. In the opinion of management of
the company, these financial statements reflect all adjustments,
consisting only of normal and recurring adjustments necessary for a
fair presentation of financial statements. The results of operations
for the four month period ended September 30, 1998 are not
necessarily indicative of the results that may be expected for the
full year ending May 31, 1999.
Note 2. Stockholder Rights:
The convertible preferred stock is convertible into ten common
shares at a price of $.10 per share for a period of ten years and
has no voting rights unless converted into common shares.
The Board of Directors have the power and authority to fix by
resolution any designation, class, series, voting power, preference,
right, qualification, limitation, restriction, dividend, time and
place of redemption and conversion right with respect to any stock
of the Corporation.
Note 3. Income Taxes:
For income tax purposes, pre-opening costs are generally deferred
and amortized to expense in future tax returns. The provision
(benefit) for income taxes differs from the amount computed by
applying the U.S. federal income tax rate to loss before income
taxes as follows:
Four Months
Ended
May 31, September 30,
1998 1998
---------- -------------
(Unaudited)
Expected tax (benefit) at statutory rate $ (35,000) $ (33,000)
Effect of graduated federal rates 12,500 12,500
Increase in valuation allowance 22,500 20,500
---------- ----------
$ -- $ --
========== ==========
6
<PAGE>
JURAK CORPORATION WORLD WIDE, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
May 31, 1998
(Information with respect to September 30, 1998 and the
four months ended September 30, 1998 is unaudited)
Note 3. Income Taxes (Continued):
The following is a summary of deferred taxes:
May 31, September 30,
1998 1998
----------- ------------
(Unaudited)
Deferred tax assets:
Pre-opening costs $ 22,500 $ 43,000
Valuation allowance (22,500) (43,000)
----------- ----------
$ -- $ --
=========== ==========
Tax law provides for limitation on the use of future loss carryovers
should significant ownership changes occur.
Note 4. Related Party Transactions:
On August 5, 1998, the Board of Directors authorized the
reimbursement and payment of $112,376 to its principal stockholder
for pre-opening expenses and other disbursements incurred in the
formation of the Company and as compensation for services performed.
Note 5. Subsequent Events:
The Company is currently negotiating royalty arrangements with a
shareholder for use of various product formulations.
Subsequent to May 31, 1998, the Company has received an additional
$120,000 from subscription agreements for 48,000 shares of common
stock.
On October 8, 1998, the Company resolved that the stock of the
corporation, common and preferred, shall have a par value of $.001.
The Company selected May 31 as its corporate year-end.
The Company has leased 8,000 square feet of office and warehouse
space in Las Vegas, Nevada at an approximate monthly rental of
$6,000. The term of the lease is for three years and commences at
September 15, 1998.
Note 6. Comment on Operations:
The Company has incurred significant expenses to date and will incur
additional expenses in developing its business activity. The
founding stockholder of the Company has agreed to provide sufficient
financing to the Company, if necessary, to meet its cash
requirements during the subsequent year.
7
<PAGE>
PART II
Item 22 Indemnification of Directors and Officers
The statutes of the State of Minnesota provide for indemnification
of any officer, director or affiliated person for acts or omissions if he acted
in good faith and in what he believed to be the best interests of the
corporation. The registrant understands that the Securities and Exchange
Commission feels that this indemnification is against public policy as to
liability arising out of the Securities Act of 1933.
Item 23 Other Expenses of Issuance and Distribution
Registration Fees $5,357
Accounting Fees. $6,000
Legal Fees. $20,000
Printing Expenses $10,000
Blue Sky Fees $5,000
Transfer Agent and Registrar Fees. $1,000
Miscellaneous $3,000
TOTAL $50,357
Item 24 Recent Sales of Unregistered Securities
The following are all sales of unregistered securities for the past three years.
Name Number of Shares Date Amount Paid
Atlantic Venture Group 20,000 5/98 $50,000.00
Serge Beauchemin 200,000 5/98 $200.00
Charles Clayton 10,000 5/98 $10.00
Jeanette Dezainde 200,000 5/98 $200.00
Michael Fielding 1,500,000 5/98 $1,500.00
Frederique Giroud 700,000 5/98 $700.00
Maria Jose Guedes 300,000 5/98 $300.00
Steven Heverly 4,000 5/98 $10,000.00
Norman Jurak 460,000 5/98 $25,450.00
Loretta Dube 710,000 5/98 $25,000.00
Jurak Holdings Limited 6,150,000 5/98 $6,150.00
Particia King 10,000 5/98 $10.00
Chasha Kuzecki 10,000 5/98 $10.00
Dominique Lacroix 400,000 5/98 $400.00
Roger Matthews 1,500,000 5/98 $1,500.00
Mary Metscaviz 4,000 5/98 $10,000.00
Jean Papas 300,000 5/98 $300.00
Kevin Patrick 4,000 5/98 $10,000.00
<PAGE>
Jacques Piche 150,000 5/98 $150.00
John Picken 920,000 5/98 $920.00
William Porter 300,000 5/98 $300.00
Marcel Rouiller 200,000 5/98 $200.00
Roger Theriault 1,500,000 5/98 $1,500.00
Georgina Van Ver Molen 7,000 5/98 $17,500.00
Rodney Van Ver Molen 7,000 5/98 $17,500.00
Zeus Investments 55,250 5/98 $138,125.00
Denise Deslauries 20,000 9/98 $50,000.00
Gilles Fortin 20,000 9/98 $50,000.00
Marie Deslauries 8,000 9/98 $20,000.00
The registrant believes that all transactions were transactions not involving
any public offering within the meaning of Section 4(2) of the Securities Act of
1933, since (a) each of the transactions involved the offering of such
securities to a substantially limited number of persons; (b) each person took
the securities as an investment for his own account and not with a view to
distribution; (c) each person had access to information equivalent to that which
would be included in a registration statement on the applicable form under the
Act; (d) each person had knowledge and experience in business and financial
matters to understand the merits and risk of the investment; therefore no
registration statement need be in effect prior to such issuances.
Item 25 Exhibits
3.0 Articles and By-Laws
5.0 Opinion of Counsel/with consent
24.1 Consent of Accountant
Item 26 Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to 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, represents a
fundamental change in the information set forth in the registration
statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a
new registration statement relating to securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
<PAGE>
bona fide offering thereof.
(3) 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 such indemnification is against public
policy 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.
(4) 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; (iv) that for the purpose of determining any
liability under the Securities Act of 1933, each such post-effective
amendment 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;
and (v) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-1 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, on December 21, 1998.
JURAK CORPORATION WORLD WIDE, INC.
By: /s/
-------------------------------
President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on December 21, 1998.
/s/
-------------------------------------
Anthony C. Jurak Chairman/ Secretary
/s/
-------------------------------------
Roger Theriault President/ Director
EXHIBIT 5.0
[CHARLES CLAYTON LETTERHEAD]
December 15, 1998
Jurak Corporation World Wide, Inc.
1181 Grier Drive
Las Vegas, Nevada
Gentlemen:
I have acted as counsel for the company in connection with the
preparation of the Registration Statement, and, based on this, I am of the
opinion that:
1. The company is a corporation, duly organized, validly existing,
and in good standing under the laws of the State of Minnesota, with corporate
authority to conduct the business in which it is now engaged, and as described
in the Registration Statement.
2. The shares have been duly authorized, and, when issued and
delivered, will be validly issued, fully paid and nonassessable and free from
preemptive rights, will be without cumulative voting rights and will conform to
the description in the Prospectus.
3. There is not pending, or to the knowledge of counsel, threatened,
any action, suit, or proceeding before or by any court or governmental agency or
body to which the company is a party, or to which any property of the company is
subject, and which, in the opinion of counsel, could result in a material
adverse change in the business, business prospects, financial position or
results of operations, present or prospective, of the company or of its
properties or assets.
I consent that this opinion be filed as an exhibit to the
Registration Statement, and to the use of my name in the Registration Statement
under the caption "Legal Matters."
Cordially,
/s/ Charles Clayton
CHARLES CLAYTON
