SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-SB/A
(Amendment No. 2)
GENERAL FORM FOR REGISTRATION OF SECURITIES OF
SMALL BUSINESS ISSUERS
Under Section 12(b) or 12(g) of
The Securities Exchange Act of 1934
WEBQUEST INTERNATIONAL, INC.
(Exact name of registrant in its charter)
Nevada 86-0894019
(State or Other Jurisdiction (IRS Employer Identification No.)
of Incorporation or Organization)
1662 Highway 395, Suite 203, Minden, Nevada 89423
(Address of principal executive offices) (Zip Code)
(702) 782-0350
(Issuer's Telephone Number, Including Area Code)
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of Each Exchange on which
to be so registered each class is to be registered
None None
Securities to be registered pursuant to section 12(g) of the Act:
Common Stock, par value $.001
(Title of Class)
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Items 3 and 4 are amended herewith.
Item 3. Description of Property
The Company subleases 800 square feet of office space in Minden, Nevada
from a non-affiliated party for
$816 per month. The lease expires in June 1999. The Company also leases 200
square feet in Del Mar, California
from a non-affiliated party at the rate of $550 per month. The lease expires
on October 6, 1998. The Del Mar
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location is used for game development. The Company will seek additional office
space in Nevada over the next four to six months.
Item 4. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information regarding the
Company's common stock, par value $.001 ("Common Stock") beneficially owned as
of August 24, 1998 for (i) each stockholder known by the Company to be the
beneficial owner of five (5%) percent or more of the Company's outstanding
Common Stock, (ii) each of the Company's directors, (iii) each named executive
officer (as defined in Item 402(a)(2) of Regulation S-B), and (iv) all executive
officers and directors as a group. At August 24, 1998 there were 4,059,601
shares of Common Stock outstanding. Except as specifically set forth in the
notes below, the table does not give effect to (a) the exercise of warrants to
purchase 441,125 shares of Common Stock and (b) the exercise of options to
purchase an aggregate of 371,666 shares of Common Stock.
<TABLE>
<CAPTION>
Percentage
Name of Number of of Outstanding
Stockholder Shares Owned Common Stock
<S> <C> <C>
Bob Horn (1)(2) 205,000 4.9%
Kirk Johnson (1)(3) 373,554 9.0%
Frank Howard(1)(4) 7,500 .2%
Greg & Jeannie Johnson(5) 474,249 11.7%
Dr. Jack Kelly(5) 878,138 21.6%
Darin Murphy 679,943 16.7%
Homeseekers.com(5) 700,000 17.2%
Topaz Limited/Octagon
Worldwide, LTD(6) 523,616 12.3%
All directors and officers
as a group (three people) 586,054 13.7%
</TABLE>
(1) The address of this person is in care of the Company.
(2) Includes currently exercisable options to purchase 200,000 shares of
common stock. See Item 6, "Executive
Compensation."
(3) Includes currently exercisable options to purchase 105,000 shares of
common stock. See Item 6, "
Executive Compensation."
(4) Includes 2,500 shares issuable upon exercise of warrants.
(5) Homeseekers.com is a public corporation whose common stock is
registered under Section 12(g) of the Securities Exchange Act of 1934.
According to the public disclosure documents filed by Homeseekers.com,
Inc., Greg Johnson, John Giamo, John C. Kelly, Douglas Swanson and
William Tomerlin beneficially own more than 5% of Homeseekers.com,
Inc. common stock. The number of share listed above for Messrs.
Johnson and Kelly do not include the shares owned by Homeseekers.com,
Inc. The Company owns 57,324 shares of Homeseekers.com, Inc. common
stock, which it received as partial finding of a 504 stock offering.
(6) The principals of Topaz Limited, a Bahamas International Business
Company, are Merrill, Scott & Associates Limited, Director and
president; Global Management Limited, Director and Secretary and
Estate Planning Institute (Bahamas) Limited, Director. The Director of
Merrill, Scott & Associates Limited and Estate Planning Institute is
Pat Brody, whose address is Katherina Court, 101 East Hill Place,
Market Street North, Nassau, Bahamas. The Director of Global
Management Limited is David E. Ross, whose address is Katherina Court,
101 East Hill Place, Market Street North, Nassau, Bahamas. Includes
warrants to purchase 100,000 Shares at $3.00 per share through
November 18, 2000 and includes warrants to purchase 100,000 Shares at
$2.00 per share through May 11. 2001.
(7) Includes 2,500 Shares of Series B Preferred Stock.
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