43 PAGES IN THIS REGISTRATION
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)
7115 Bermuda
Las Vegas, Nevada 89119
(Address of principal executive office
and place of business)
Charles Clayton
527 Marquette
Minneapolis, MN 55402
(Name and address of agent for service)
Approximate date of commencement
of proposed sale to public
As Soon As Possible After Effective Date
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
<PAGE>
Any additional shares issuable pursuant to a stock split, stock dividend, or
similar transaction will be deemed registered by this Registration Statement.
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.
<PAGE>
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........................DESCRIPTION OF SECURITIES
Dilution...............................................DILUTION
Selling Shareholders...................................N/A
Plan of Distribution...................................UNDERWRITING
Legal Proceedings......................................N/A
Directors/Executive Officers...........................MANAGEMENT
Security Ownership of Management.......................PRINCIPAL SHAREHOLDERS
Description of Securities..............................DESCRIPTION OF SECURITIES
Interest of Experts....................................N/A
Statement Re: Indemnification..........................INDEMNIFICATION
Organization Within 5 Years............................PRINCIPAL SHAREHOLDERS
Description of Business................................BUSINESS
Management Discussion & Analysis.......................MANAGEMENT DISCUSSION
Description of Property................................BUSINESS
Interest in Certain Transactions.......................N/A
Certain Market Information.............................PRINCIPAL SHAREHOLDERS
Executive Compensation.................................EXECUTIVE COMPENSATION
Financial Statements...................................FINANCIAL STATEMENTS
<PAGE>
3,000,000 Common Shares
Jurak Corporation World Wide, Inc.
7115 Bermuda
Las Vegas, Nevada 89119
(800) 528-6642
No par value
Jurak Corporation World Wide, Inc. (the Company) offers 3,000,000
shares of its common stock (the Offering) at $5.00 per share 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.
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 AND SHOULD BE PURCHASED ONLY BY PERSONS WHO CAN AFFORD TO LOSE THEIR ENTIRE
INVESTMENT, PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE HIGH RISKS AND
SUBSTANTIAL DILUTION ASSOCIATED WITH THIS OFFERING. (See "Risk Factors and
Dilution").
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.
- --------------------------------------------------------------------------------
Price to Public Brokers Proceeds
Commissions to the
(1)Company
- --------------------------------------------------------------------------------
Per Share $5.00 None $5.00
- --------------------------------------------------------------------------------
Total $15,000,000 None $15,000,000
- --------------------------------------------------------------------------------
Date of this Prospectus is August 15, 1998
<PAGE>
(1) Before deducting expenses payable by the Company, estimated at $50,000.
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.
2
<PAGE>
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 9
Business 10
Management 12
Executive Compensation 12
Principal Shareholders 13
Description of Securities 13
Indemnification 15
The Offering 15
Transfer Agent and Registrar 16
Legal Opinions 16
Experts 16
Financial Statements
3
<PAGE>
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,
development stage, corporation, formed on November 3, 1997, for the purpose of
manufacturing and marketing dietary and herbal supplement products. See "The
Company."
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."
Offering price. . . . . . . . . . . . The offering price is $5.00 per share.
Number of Shares Outstanding
Before Offering . . . . . . . . . . . 15,421,250 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 maintenance
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.
4
<PAGE>
THE COMPANY
Jurak Corporation World Wide, Inc. was incorporated in Minnesota on
November 3, 1997. The Company was formed to manufacture and market dietary and
herbal supplementary products, and, since inception has devoted its efforts to
organization and fund raising, and is a development stage company.
The Company is headquartered at Las Vegas, Nevada, and its telephone
number is (800) 528-6642.
RISK FACTORS
THE SHARES OFFERED ARE HIGHLY SPECULATIVE, INVOLVE A HIGH DEGREE OF
RISK, AND SHOULD BE PURCHASED ONLY BY PERSONS WHO CAN AFFORD TO LOSE THEIR
ENTIRE INVESTMENT. 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. BUSINESS AND MARKET 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 in the event of a
declining market, it may be difficult to raise capital for the Company on any
acceptable terms. In the event that the Company is only able to raise the
minimum capital, it may have greater difficulties in reaching its objectives.
2. MARKET FOR 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. The offering price
of the Shares offered hereby was arbitrarily determined and is not based on
market price or earnings. There can be no assurance that future market prices of
the Shares will not be lower than the initial offering price. In addition, the
stock market historically has experienced volatility which has affected the
market price of securities of many companies and which has sometimes been
unrelated to the operating performance of such companies. Announcements of new
products and services by the Company or its
5
<PAGE>
competitors, technological innovations, developments with respect to patents or
other proprietary rights, endorsements by celebrities or sports figures, changes
in stock market analyst recommendations regarding the Company, or the Company's
industry generally and other external factors, as well as period-to-period
fluctuations in the Company's financial results, may have a significant effect
on the market price of the Shares.
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.
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 persons would have an adverse effect on the
Company. 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.
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
6
<PAGE>
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. 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 planned rapid growth 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 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. If the Company's securities become subject to the penny stock
rules, investors in this offering may find it more difficult to sell their
securities.
7
<PAGE>
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 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. PREFERRED STOCK. The Company has authorized 50,000,000 shares of
preferred stock that is convertible into 10 shares of common stock for each
share of preferred share. In the event that the preferred shares are converted
into common shares it would have a dilutive effect on the common shareholders.
13. COMPUTER YEAR 2000. The Company will rely greatly on its computer
and its software. In the event there is a problem with the software as a result
of the year 2000 problem it would have a detrimental effect on the business of
the Company.
DILUTION
As of May 31, 1998, the net tangible book value was $217,641, or $0.014
per common share for 15,421,250 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 May 31, 1998 would
have been $.011 per share. The result is an immediate dilution to public
investors of $4.99 per share. Dilution per share represents the difference
between the price per share and the pro forma net tangible book value per share
at May 31, 1998.
The following table illustrates this per share dilution as of May 31, 1998.
Offering price per share ............................................ $5.00
Net tangible book value
before offering ................................................... $ .014
Decrease in net tangible book value
attributable to increased number of shares ........................ $ .003
Net tangible book value
after offering ............................................. $ .011
Dilution to new investors ........................................... $4.99
8
<PAGE>
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 May 31, 1998 through revenues from its business.
CAPITALIZATION
The following table sets forth the capitalization of the Company at May
31, 1998.
Preferred stock, no par value, 50,000,000 shares authorized,
none issued ..................................................... $ --
Common stock, no par value, 150,000,000 shares authorized,
15,421,250 shares issued and outstanding ........................ $ 318,436
Deficit accumulated during the development stage .................. $(100,795)
Net Capital ....................................................... $ 217,641
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 following
data should be read in conjunction with the Company's financial statements and
notes included elsewhere in this Prospectus.
Selected Balance Sheet Data
Cash and cash equivalents ......................................... $ 251,132
Total assets ............................................. $ 332,119
Selected Operations Data
Total revenues .................................................... $ 1,227
Net income (loss) ........................................ $(100,795)
9
<PAGE>
Income per common share ........................................... $ (0.0065)
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.
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 $318,436. 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.
PRODUCT RESEARCH AND DEVELOPMENT
The Company does not anticipate conducting any significant 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 significant 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,
10
<PAGE>
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 0.67 fluid
oz., the correct dosage for one day of the body requirements. The bottles will
come in boxes of 35 bottles.
The Company has purchased its initial inventory of raw materials, and
has made arrangements with a supplier 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 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 plans to begin work to blend the product and bottle it during the last
week of July, 1998.
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.
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.
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.
11
<PAGE>
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 when expansion into other
countries is accomplished 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 bargained for and is in the final stages of a lease of
8,000 square feet of office space in Las Vegas, Nevada for its offices, at an
monthly rental of $6,000.
The Company has no employees, and expects to have 20 employees within
two months none are represented by a labor organization.
MANAGEMENT
The current officers and directors of the Company are as follows:
Name 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.
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. He was the founder of Nova Sante 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).
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.
12
<PAGE>
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 15,421,250 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
- -------------------------------------------------------------------------------
Jurak Holdings, Ltd. 6,150,000 40% 33%
Roger Theriault 1,500,000 10% 8%
Michael Fielding 1,500,000 10% 8%
Roger Matthews 1,300,000 8% 7%
John H. Picken 920,000 6% 5%
All officers and directors 7,650,000 50% 42%
as a group
DESCRIPTION OF SECURITIES
The company has authorized 150,000,000 shares of common stock, no par
value, and 50,000,000 preferred stock, no 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.
13
<PAGE>
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.
The offering price of the shares has been arbitrarily determined by the
company. The offering price bears no relationship to assets, earnings, book
value or any other commonly used criteria for valuation.
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 "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
14
<PAGE>
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 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 offering price is $5.00 per share. The purchase
price of the shares was determined by the Company's Board of Directors. 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.
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
15
<PAGE>
value, earnings or other generally accepted criteria of value, and should not be
considered an indication of the actual value of the Company. If all of the
shares offered are issued, a total of 18,421,250 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.
TRANSFER AGENT
The transfer agent for the Company is Signature Transfer, Inc., 14675
Midway Road, Dallas, Texas.
LEGAL MATTERS
Legal matters, such as the validity of the shares of Common Stock,
Class A, being sold in the Offering, are being passed upon for the Company by
Charles Clayton, Attorney at Law, Minneapolis, Minnesota.
16
<PAGE>
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.
17
<PAGE>
[LOGO] HNF
[HOUSE, NEZERKA & FROELICH, P.A. LETTERHEAD]
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 income, 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 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.
/s/ House, Nezerka & Froelich, P.A.
August 5, 1998
<PAGE>
JURAK CORPORATION WORLD WIDE, INC.
(A Development Stage Company)
BALANCE SHEET
May 31, 1998
ASSETS
Cash and cash equivalents $ 251,132
Inventories, raw materials 65,447
Prepaid expenses 3,000
Deposits on software 12,540
---------
$ 332,119
=========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
Accounts payable $ 2,102
Payable to stockholder, officer 112,376
---------
114,478
STOCKHOLDERS' EQUITY (Note 2):
Convertible preferred stock, no par value, 50,000,000 shares
authorized, none issued or outstanding --
Common stock, no par value, 150,000,000 shares authorized,
15,421,250 shares issued and outstanding 318,436
Deficit accumulated during the development stage (100,795)
---------
217,641
---------
$ 332,119
=========
See Notes to Financial Statements.
2
<PAGE>
JURAK CORPORATION WORLD WIDE, INC.
(A Development Stage Company)
STATEMENT OF INCOME
Period From Incorporation (November 3, 1997)
through May 31, 1998
Interest income $ 1,227
General, administrative and pre-operating expenses (102,022)
---------
Net loss $(100,795)
=========
Net loss per share $ (.007)
=========
STATEMENT OF STOCKHOLDERS' EQUITY
Period From Incorporation (November 3, 1997)
through May 31, 1998
<TABLE>
<CAPTION>
Deficit
Accumulated
Common Stock During
------------------------ Amount Development
Shares Amount Per Share Stage Total
---------- --------- --------- ----------- ---------
<S> <C> <C> <C> <C> <C>
Shares issued for cash, May 28, 1998 15,300,000 $ 15,300 $ .001 $ -- $ 15,300
Shares issued for cash, May 28, 1998 121,250 303,136 2.50 -- 303,136
Net loss -- -- (100,795) (100,795)
---------- --------- --------- ---------
Balance, May 31, 1998 15,421,250 $ 318,436 $(100,795) $ 217,641
========== ========= ========= =========
</TABLE>
See Notes to Financial Statements.
3
<PAGE>
JURAK CORPORATION WORLD WIDE, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
Period From Incorporation (November 3, 1997)
through May 31, 1998
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(100,795)
Increase in inventories (65,447)
Increase in other assets (15,540)
Increase in accounts payable 2,102
Increase in payable to stockholder, officer 112,376
---------
Net cash used in operating activities (67,304)
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock 318,436
---------
Increase in cash and cash equivalents 251,132
Cash and cash equivalents:
Beginning (inception) --
---------
Ending $ 251,132
=========
See Notes to Financial Statements.
4
<PAGE>
JURAK CORPORATION WORLD WIDE, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
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. The Company was formed to manufacture and market
dietary and herbal supplement products and since inception, has
devoted its efforts to raising capital.
The Company has adopted a December 31 corporate year-end.
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.
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 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
include the valuation of stock issued. Actual results could differ
from these estimates.
NET LOSS PER COMMON SHARE:
Net loss per share is computed based on the weighted average
number of common shares outstanding.
5
<PAGE>
JURAK CORPORATION WORLD WIDE, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
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. For financial
reporting purposes, the future tax value of pre-opening costs has
been eliminated by a valuation allowance.
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.
6
<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
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
27 Financial Data Schedule
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 bona fide offering thereof.
<PAGE>
(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 August 10, 1998.
JURAK CORPORATION WORLD WIDE, INC.
By: /s/ Roger Theriault
--------------------------
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 August 10, 1998.
/s/ Anthony C. Jurak
-----------------------------------
Anthony C. Jurak Chairman/Secretary
/s/ Roger Theriault
-----------------------------------
Roger Theriault President/Director
EXHIBIT 3.0
ARTICLES OF INCORPORATION
OF
JURAK CORPORATION
The undersigned incorporator, being a natural person, 18 years of age
or older, in order to form a corporate entity under Minnesota Statutes, Chapter
302A, hereby adopts the following Articles of Incorporation:
ARTICLE I
The name of the corporation is Jurak Corporation.
ARTICLE II
The registered office of the corporation is located at 527 Marquette,
Minneapolis, Minnesota 55402, and the registered agent at that address is
Charles Clayton.
ARTICLE III
The name and address of the incorporator is Charles Clayton, 527
Marquette, Minneapolis, Minnesota 55402.
ARTICLE IV
The corporation is authorized to issue an aggregate total of
150,000,000 common shares and 50,000,000 preferred shares.
ARTICLE V
In addition to the powers granted to the Board of Directors by
Minnesota Statutes, Chapter 302A, the Board of Directors of this corporation
shall 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.
ARTICLE VI
Any action required or permitted to be taken at any meeting of the
Board of Directors may be taken without a meeting by written action signed by a
majority of the Board of Directors then in office, except as to those matters
which require
<PAGE>
shareholder approval, in which case the written action shall be signed by all
members of the Board of Directors then in office.
ARTICLE VII
No holder of stock of this corporation shall be entitled to any
cumulative voting rights.
ARTICLE VIII
No holder of stock of this corporation shall have any preferential,
pre-emptive, or other rights of subscription to any shares of any class or
series of stock of this corporation allotted or sold or to be allotted or sold
and now or hereafter authorized, or to any obligations or securities convertible
into any class or series of stock of this corporation, nor any right of
subscription to any part thereof.
ARTICLE IX
Minnesota Statutes sections 302A.671 (Control share acquisitions),
302A.673 (Business combinations) and 302A.675 (Takeover offer; fair price) shall
not apply to this corporation.
IN WITNESS WHEREOF, the Incorporator has executed these Articles of
Incorporation, this 30th day of October, 1997.
/s/ Charles Clayton
--------------------------------------
Charles Clayton
<PAGE>
BY-LAWS
OF
JURAK CORPORATION WORLD WIDE, INC.
ARTICLE I
MEETINGS OF SHAREHOLDERS
1.1 Regular Meetings. Regular meetings of shareholders may be called by the
Chief Executive Officer, the Secretary, the Board of Directors, or by
shareholder demanded in accordance with Minnesota Statutes Section
302A.431, subdivision 2. No meeting shall be designated a regular
meeting unless specifically described as such in the notice of meeting
or unless all the shareholders are present in person or by proxy, and
none of them objects to this designation.
1.2 Special Meetings. Special meetings of the shareholders may be called
for any purpose or purposes at any time by the Chief Executive Officer,
Chief Financial Officer, two or more directors, or by shareholder
demand in accordance with Minnesota Statutes, Section 203A.433,
subdivision 2.
1.3 Time and Place of Shareholder Meeting. Except as otherwise provided by
statute, any meeting of shareholders shall be held on the date and at
the time and place fixed by the Chief Executive Officer or the Board of
Directors of the corporation.
1.4 Notice of Shareholder Meeting. Except as otherwise provided by statute,
written notice of the date, time, and place of any meeting of
shareholders shall be given to every holder of voting shares at such
address as appears on the stock book of the corporation at least five
days prior to the meeting if by mail, or two days prior to the meeting
if by telex, telegram, or in person.
1.5 Voting. Except where a greater percentage is required by statute, the
shareholders shall take action by the affirmative vote of the holders
of a majority of the votes of the shares present.
1
<PAGE>
ARTICLE II
DIRECTORS
2.1 Number, Term of Office. The number of directors of the corporation
shall be as determined from time to time by the shareholders. Directors
need not be shareholders. Each director shall hold office for an
indefinite term, not to exceed five years, that expires at the regular
meeting of shareholders next held after the director's election and
until a successor is elected and has qualified, or until the earlier
death, resignation, removal, or disqualification of the director.
2.2 Removal. The Board of Directors or the shareholders may remove any
director of the corporation at any time, for cause or without cause.
New directors may be elected at a meeting at which directors are
removed.
2.3 Board Meetings, Notice. The Chief Executive Officer (if a director),
the Chairman of the Board of Directors (if one is elected) or Directors
comprising at least one third of the number of directors then in office
may call a Board meeting by giving five days notice if by mail, or two
days notice if by telephone, telex, telegram, or in person, to all
directors of the day or date and time of the meeting. Meetings of the
Board of Directors may be held at the day or date, time, and place, as
shall be determined by the Board. If the day or date, time, and place
have been announced at a previous meeting of the Board, or if a meeting
schedule is adopted by the Board, no notice is required. In absence of
a designation by the Board of Directors, Board meetings shall be held
at the principal executive offices of the corporation.
2.4 (a) Advance Written Consent or Opposition. Any member of the Board or a
committee thereof, as the case may be, may give advance written consent
or opposition to a proposal to be acted on at a Board or committee
meeting. If a director or committee member is not present at the
meeting, advance written consent or opposition to a proposal does not
constitute presence for the purpose of determining whether a quorum
exists, but such advance written consent or opposition shall be a vote
in favor of or against the proposal or resolution acted upon at the
meeting is substantially the same or has substantially the same effect
as the proposal or resolution to which the member of the Board or
committee has consented or objected.
(b) Action Without Meeting. Any action, other than an action requiring
shareholder approval, may be taken by written action signed by the
number of directors that would be required to take the same action at a
meeting of the Board at which all directors were present. An action
2
<PAGE>
requiring shareholder approval required or permitted to be taken at a
board meeting may be taken by written action signed by all the
directors. Any such written action is effective when signed by the
required number of directors, unless a different effective time is
provided in the written action. When written action is taken by less
than all directors, all directors shall be notified immediately of its
text and effective date. Failure to provide the notice does not
invalidate the written action. A director who does not sign or consent
to the written action has no liability for the action or actions taken.
ARTICLE III
OFFICERS
3.1 Election; Term of Office; Removal. The Board of Directors shall elect a
Chief Executive Officer and Chief Financial Officer, and may elect such
other officers as it may deem necessary for the operation and
management of the corporation, each of whom shall have the duties and
responsibilities incident to the offices which they hold or as
determined by the Board. Officers need not be directors or
shareholders. Without limiting the foregoing, the Board may elect a
Chairman of the Board, President, one or more Vice Presidents, a
Treasurer, a Secretary and such assistant officers as it may designate
with titles to describe their duties, functions or special
responsibilities. Officers shall hold office at the will of the Board
for an indefinite term until their successors are elected and
qualified. Any officer elected or appointed by the Board of Directors
may be removed by the Board at any time with or without cause.
ARTICLE IV
AMENDMENTS
4.1 Subject to the power of shareholders to adopt, amend, or repeal these
Bylaws as provided in Minnesota Statutes, Section 302A.181, Subdivision
3, any Bylaw may be amended or repealed by the Board of Directors at
any meeting, provided that, after adoption of the initial Bylaws, the
Board shall not adopt, amend, or repeal a Bylaw fixing a quorum for
meetings of shareholders, prescribing procedures for removing directors
or filling vacancies in the Board, or fixing the number of directors or
their classifications, qualifications, or terms of office. The Board
may adopt or amend a Bylaw to increase the number of directors.
3
<PAGE>
ARTICLE V
INDEMNIFICATION
5.1 The corporation shall indemnify persons for such expenses and
liabilities in such manner, under such circumstances, and to the extent
required by Minnesota Statutes, Section 302A.521.
4
<PAGE>
ARTICLES OF AMENDMENT
OF
JURAK CORPORATION
The undersigned corporation hereby adopt the following Articles of
Amendment, which replace the following Articles:
ARTICLE I
The name of the corporation is Jurak Corporation World Wide, Inc.
IN WITNESS WHEREOF, this amendment to the Articles of Incorporation is
executed this 22nd day of January, 1998.
/s/ Charles Clayton
---------------------------------------
Charles Clayton
The amendment was adopted by the shareholders, on the 22nd day of
January, 1998.
/s/ Charles Clayton
---------------------------------------
Charles Clayton
EXHIBIT 5.0
[CHARLES CLAYTON LETTERHEAD]
August 12, 1998
Jurak Corporation World Wide, Inc.
7115 Bermuda
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
against payment, 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
EXHIBIT 24.1
[LOGO] HNF
[HOUSE, NEZERKA & FROELICH, P.A. LETTERHEAD]
INDEPENDENT AUDITOR'S CONSENT
To the Board of Directors
Jurak Corporation World Wide, Inc.
We hereby consent to the use in this Registration statement on Form S-1 of our
report, dated August 5, 1998, relating to the financial statements of Jurak
Corporation World Wide, Inc. We also consent to the reference to our Firm under
the captions "Experts" and "Selected Financial Data" in the Prospectus.
/s/ House, Nezerka & Froelich, P.A.
Bloomington, Minnesota
August 18, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 7-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> NOV-03-1997
<PERIOD-END> MAY-31-1998
<CASH> 251,132
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 65,447
<CURRENT-ASSETS> 15,540
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 332,119
<CURRENT-LIABILITIES> 114,478
<BONDS> 0
0
0
<COMMON> 318,436
<OTHER-SE> (100,795)
<TOTAL-LIABILITY-AND-EQUITY> 332,119
<SALES> 0
<TOTAL-REVENUES> 1,227
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 102,022
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (100,795)
<INCOME-TAX> 0
<INCOME-CONTINUING> (100,795)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (100,795)
<EPS-PRIMARY> (.007)
<EPS-DILUTED> 0
</TABLE>
