<PAGE>
As filed with the Securities and Exchange Commission on June 23, 2000
An Exhibit List can be found on page II-2.
Registration No. 333-_________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
--------------------------
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
SALESREPCENTRAL.COM, INC.
(Name of small business issuer in its charter)
NEVADA 91-1918742
(State or other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
16099 N. 82nd STREET, SUITE #B1
SCOTTSDALE, AZ 85260
(480) 922-8444
(Address and telephone number of principal executive offices
and principal place of business)
GKL Resident Agent/Filings, Inc.
1100 East William Street, Suite 207
Carson City, NV 89701
(775) 841-0644
(Name, address and telephone number of agent for service)
Copies to:
Dennis J. Doucette, Esq.
Luce, Forward, Hamilton & Scripps LLP
600 West Broadway, Suite 2600
San Diego, California 92101
(619) 699-2517
(619) 645-5322 (fax)
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<PAGE>
<TABLE>
----------------
CALCULATION OF REGISTRATION FEE
<CAPTION>
===================================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED SECURITY(1) PRICE FEE
------------------------------------------------------- ----------------- -------------------- --------------------- --------------
<S> <C> <C> <C> <C>
Shares of Common Stock, $.0001 par value(2)(3) 16,352,000 $1.86 $30,414,720 $8,030
------------------------------------------------------- ----------------- -------------------- --------------------- --------------
Shares of Common Stock, $.0001 par value(4) 648,000 $1.86 $ 1,205,280 $ 318
------------------------------------------------------- ----------------- -------------------- --------------------- --------------
Total 17,000,000 $31,620,000 $8,348
===================================================================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933, as amended
(the "Act"), based on the average of the closing bid and asked prices for
the Registrant's Common Stock (the "Common Stock") as reported on the OTC
Electronic Bulletin Board on June 22, 2000.
(2) Issuable as Put Shares or upon the exercise of Purchase Warrants issuable
to the Selling Shareholder.
(3) Pursuant to Rules 416 and 457 under the Act, additional shares as may be
issuable pursuant to the anti-dilution provisions of the warrants are also
being registered.
(4) Issuable upon exercise of Commitment Warrants issued to the Selling
Shareholder.
----------------
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>
PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED JUNE 23, 2000
The information in this prospectus is not complete and may be changed.
SALESREPCENTRAL.COM, INC.
16099 N. 82nd Street, Suite #B1
Scottsdale, AZ 85260
(480) 922-8444
17,000,000 SHARES
COMMON STOCK
THE OFFERING
The resale of up to 17,000,000 shares of common stock in the
over-the-counter market at the prevailing market price or in negotiated
transactions.
o 648,000 shares are issuable upon the exercise of the Commitment
Warrants issued to Swartz Private Equity, LLC.
o Up to 14,865,455 shares are issuable to Swartz as Put Shares;
o Up to 1,486,545 shares are issuable upon the exercise of Purchase
Warrants issuable to Swartz.
We will receive no proceeds from the sale of the shares by the selling
shareholder. However, we may receive proceeds from the sale of shares to Swartz
and, if exercised, will receive proceeds from the sale of shares issuable upon
the exercise of warrants by Swartz.
TRADING SYMBOL
SREP (Over-the-counter Electronic Bulletin Board)
----------------
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" BEGINNING ON PAGE 3.
----------------
THE SECURITIES AND EXCHANGE COMMISSION (SEC) AND STATE SECURITIES
REGULATORS HAVE NOT APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES, AND
IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE
OFFER OR SALE IS NOT PERMITTED.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THIS
PROSPECTUS IS INCLUDED IN THE REGISTRATION STATEMENT THAT WAS FILED BY
SALESREPCENTRAL.COM, INC., WITH THE SECURITIES AND EXCHANGE COMMISSION. THE
SELLING SHAREHOLDER MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT BECOMES EFFECTIVE.
<PAGE>
PROSPECTUS SUMMARY
THE FOLLOWING SUMMARY HIGHLIGHTS SELECTED INFORMATION CONTAINED IN THIS
PROSPECTUS. THIS SUMMARY DOES NOT CONTAIN ALL THE INFORMATION YOU SHOULD
CONSIDER BEFORE INVESTING IN THE SECURITIES. BEFORE MAKING AN INVESTMENT
DECISION, YOU SHOULD READ THE ENTIRE PROSPECTUS CAREFULLY, INCLUDING THE "RISK
FACTORS" SECTION, THE FINANCIAL STATEMENTS AND THE NOTES TO THE FINANCIAL
STATEMENTS. SOME OF THE STATEMENTS MADE IN THIS PROSPECTUS DISCUSS FUTURE EVENTS
AND DEVELOPMENTS, INCLUDING OUR FUTURE BUSINESS STRATEGY AND OUR ABILITY TO
GENERATE REVENUE, INCOME AND CASH FLOW. THESE FORWARD-LOOKING STATEMENTS INVOLVE
RISKS AND UNCERTAINTIES WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY
FROM THOSE CONTEMPLATED IN THESE FORWARD-LOOKING STATEMENTS.
OUR COMPANY
We are an online, business-to-business sales community. We designed our web
site to provide a comprehensive "portal" of resources to meet the daily needs of
sales professionals and corporate executives, and to provide a meeting place and
commerce site dedicated to the sales community. We hope to become the home page
of choice for individuals and corporate sales teams worldwide.
The Internet has become one of the fastest-growing means of communication,
reaching consumers and businesses worldwide. The Internet allows millions of
users to obtain and share information, interact with each other and conduct
business electronically. Jupiter Communications recently estimated that the
number of Internet users worldwide will more than triple within the next five
years, increasing from 200 million users as of June 19, 2000 to 600 million
users in 2005. Lower computer prices, faster, easier and cheaper Internet
access, improvements in the performance and speed of personal computers and
modems, and an increase in the information and services available on the
Internet are among the factors fueling the growth of Internet users. We believe
the creation of a user-friendly portal designed to help sales professionals
become more efficient and productive, with information, products and services to
suit their specific needs, is an emerging market opportunity. According to
Merrill Lynch, the overall market for corporate portals could grow from $4.4
billion in 1999 to more than $14 billion by 2002, with field and sales support a
potential $4 billion segment of the market. We believe a properly developed,
user-friendly portal designed exclusively for the sales professional could
change how sales professionals do business in the future.
Our goal is to become the home page of choice for individuals and corporate
sales teams worldwide. We seek to provide the content and services necessary to
make our members more productive and to give them another reason to make our
site their first appointment every day. Key elements of our strategy include:
o offer a superior web site with superior products and services;
o earn the routine business expense transactions of our sales members;
o build brand awareness;
o develop our corporate-related service offerings;
o diversify revenue streams across electronic commerce, direct marketing
and advertising; and
o expand to international markets.
SalesRepCentral.com, Inc., a Nevada corporation incorporated on May 12,
1999, merged into Van American Capital, Ltd. on October 26, 1999. Van American
Capital, Ltd. then changed its name to SalesRepCentral.com, Inc. on November 3,
1999. Van American Capital, Ltd. was incorporated on July 23, 1998.
SalesRepCentral.com, Inc. was originally incorporated to provide web portal
services to sales representatives. This purpose has been continued in its new
corporate identity following the date of merger. Our executive offices are
located at 16099 N. 82nd Street, Suite #B1, Scottsdale, Arizona 85260, and our
telephone number is (480) 922-8444. Our web site address is
www.SalesRepCentral.com. Information contained on our web site or any other web
site does not constitute a part of this prospectus.
1
<PAGE>
THE OFFERING
Common stock offered for resale 17,000,000 shares
Use of Proceeds Marketing and advertising,
salaries and other working
capital needs.
Over-the-counter Electronic Bulletin Board symbol SREP
2
<PAGE>
RISK FACTORS
THIS INVESTMENT HAS A HIGH DEGREE OF RISK. BEFORE YOU INVEST YOU SHOULD
CAREFULLY CONSIDER THE RISKS AND UNCERTAINTIES DESCRIBED BELOW AND THE OTHER
INFORMATION IN THIS PROSPECTUS. IF ANY OF THE FOLLOWING RISKS ACTUALLY OCCUR,
OUR BUSINESS, OPERATING RESULTS AND FINANCIAL CONDITION COULD BE HARMED AND THE
VALUE OF OUR STOCK COULD GO DOWN. THIS MEANS YOU COULD LOSE ALL OR A PART OF
YOUR INVESTMENT.
THIS PROSPECTUS ALSO CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS
AND UNCERTAINTIES. THESE STATEMENTS RELATE TO OUR FUTURE PLANS, GOALS,
EXPECTATIONS AND INTENTIONS. THESE STATEMENTS MAY BE IDENTIFIED BY THE USE OF
WORDS LIKE "BELIEVES," "EXPECTS," "MAY," "WILL," "SHOULD," "SEEKS," "PRO FORMA,"
"PRO FORMA AS FURTHER ADJUSTED," OR "ANTICIPATES," AND SIMILAR EXPRESSIONS. OUR
ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE DISCUSSED IN THESE STATEMENTS.
FACTORS THAT COULD CONTRIBUTE TO THESE DIFFERENCES INCLUDE THOSE DISCUSSED BELOW
AND ELSEWHERE IN THIS PROSPECTUS.
OUR BUSINESS PROSPECTS ARE DIFFICULT TO EVALUATE BECAUSE WE ARE A NEW COMPANY
We began operations in July 1999 and launched our web site,
SalesRepCentral.com, on January 4, 2000. Because we have a short operating
history, it may be difficult for you to assess our growth and earnings
potential. We have faced many of the difficulties that companies in the early
stages of their development often face. These have included, among others:
o competition from larger, more established companies;
o limited financial resources;
o high marketing and other costs;
o difficulty recruiting qualified employees for management and other
positions;
o developing and marketing a new product for which a market is not yet
established and may never become established;
o delays in reaching our marketing goals;
o challenges related to the development and coding of software to
support our web site; and
o lack of sufficient customers, revenues and cash flow.
We may continue to face these and other difficulties in the future, some of
which may be beyond our control. If we are unable to successfully address these
problems, our future growth and earnings will be negatively affected.
WE HAVE LOST MONEY, EXPECT FUTURE LOSSES, AND MAY NEVER BECOME PROFITABLE
Due in large part to our development and start up costs, we have lost
$742,283, as of March 31, 2000. We expect to continue to lose money until we are
able to improve our revenues and/or lower our costs. You should keep in mind
that there is no assurance that we will ever generate enough revenue to cover
our costs and we may never earn or sustain a profit. If we continue to lose
money over an extended period of time, we may be unable to expand or to continue
our business.
In connection with this report on our consolidated financial statements for
the period May 12, 1999 to August 31, 1999, our independent certified public
accountant expressed substantial doubt about our ability to continue operating
as a going concern. This doubt was based on our low levels of cash and other
material assets and our failure to establish a source of revenues sufficient to
cover our operating costs. We may receive a similar opinion in connection with
the next audit of our financial statements.
OUR FUTURE REVENUE AND OPERATING RESULTS ARE UNPREDICTABLE AND MAY FLUCTUATE
Our short operating history and the rapidly changing nature of the market
in which we compete make it difficult to accurately forecast our revenues and
operating results. Our operating results are unpredictable and we expect them to
fluctuate in the future due to a number of factors. These factors may include,
among others:
o Internet growth;
o demand for our services;
3
<PAGE>
o our ability to develop and introduce new products and services in
response to changing market conditions and customer preferences;
o the amount and timing of operating costs and capital expenditures
relating to the growth of our business;
o the announcement or introduction of new or enhanced products or
services by our competitors;
o technical difficulties with customers' use of our web site or service
interruptions; and
o changes in general economic or industry conditions.
Period-to-period comparisons of our operating results are not a good
indication of our future performance. It is likely that our operating results in
some periods will fall short of market expectations. If this occurs, the price
of our stock may fall.
WE MAY FAIL TO GAIN MARKET ACCEPTANCE OF OUR BUSINESS MODEL, PRODUCTS AND
SERVICES
Our future depends on the success of our business model, products and
services. Our web site is designed to provide a comprehensive "portal" of
resources that meet the daily needs of members of the sales community including
professional sales representatives, sales managers and corporate executives, and
to provide a meeting place and commerce site dedicated to the sales community.
This business model is new and unproven and there is no guarantee that members
of the sales community will be interested in such a service, will visit our web
site or purchase any products or services. If the market does not accept our
business model, products and services, our revenues and earnings will not grow
and we may never become profitable. It is difficult to predict the future growth
of our business, if any, and the size of the market for our products and
services because the market is new and evolving.
WE MAY NEED ADDITIONAL FINANCING, WHICH MAY OR MAY NOT BE AVAILABLE
We believe the proceeds from the Investment Agreement may be sufficient to
meet our cash requirements and current plans over the next 12 months. Our
ability to raise funds under the Investment Agreement is subject to certain
conditions, however, including, among others, an effective registration
statement covering the resale of the shares sold under the Investment Agreement,
the price of the stock and a limitation on our ability to issue shares based on
the volume of trading in the common stock. There is no guarantee that the
conditions required to raise funds under the Investment Agreement will be met.
If we are unable to raise funds under the Investment Agreement, our financial
condition could be harmed.
We anticipate that we can meet future cash needs with improved product and
advertising sales, sponsorship and partner revenues, services revenue, the sale
of equity securities and/or debt financing. There is no guarantee, however, that
we will be able to meet our cash requirements from these sources. If our capital
requirements or cash flow vary significantly from our current estimates or if
unforeseen circumstances occur, we may require additional financing sooner than
we currently anticipate. Our failure to raise these funds may:
o restrict our growth;
o limit our development of new products or services or improvements to
existing products and services;
o limit our ability to take advantage of future opportunities;
o lessen our ability to compete; and
o limit our ability to continue operations.
There is no assurance that additional financing will be available, if
needed, or that it will be available on attractive terms. In addition, any sale
of equity securities may involve substantial dilution to our then-existing
shareholders. Rising interest rates could increase the costs of any debt
financing.
WE MAY FACE SIGNIFICANT COMPETITION
Competition from other sales-related software, service or web companies is
significant and we expect it to grow as vertical web marketing trends grow. Our
customers' needs and the technology available to meet those needs are constantly
changing. Therefore, we must be able to respond to these changes to be
competitive. Our competitors may have a longer operating history, larger
customer base and greater financial, marketing and other resources than we have.
This may make it easier for them to respond more quickly to new or changing
opportunities, technologies or customer needs. Our competitors may also develop
products and services that are better than ours or that achieve greater market
acceptance. We may never be able to capture and maintain the market share
4
<PAGE>
necessary for growth and profitability and there is no guarantee that we will be
able to compete successfully against current or future competitors.
WE MAY BE UNABLE TO OBTAIN PRODUCTS FROM OUR VENDORS
We rely on the sale of certain merchandise and products on our web site for
a portion of our total revenues. Although we will take steps to try to ensure
that these products are available, there is no guarantee that the products will
be available from manufacturers or distributors when needed. If certain products
become unavailable or if we are unable to obtain sufficient amounts of products
to meet customer demand, our business, operating results and financial condition
could be harmed.
WE MAY NEED TO FIND ALTERNATIVE SERVICE PROVIDERS
We have developed alliances and partnerships with various companies. These
companies provide technology, software, information, access and other services
that improve and add to the products and services we are able to offer. If any
of these companies end their relationship with us, we would need to find an
alternative source for the products and/or services they provided. If we are
unable to find another source or one that is comparable, the content and quality
of the products and services we offer could suffer. If this occurs, our
business, operating results and financial condition could be harmed.
WE DO NOT HAVE POLICIES OR PROCEDURES FOR RESOLVING CONFLICTS OF INTEREST
One of our officers, directors, and largest shareholders, Mr. Ralph
Massetti, is also a director of Regency Group Ltd. Mr. Massetti devotes roughly
5% of his time to Regency Group Ltd., for whom he provides limited consulting
services, and the balance of his time to us. We have not established any polices
or procedures for resolving current or potential conflicts of interest between
the company and its management or management-affiliated entities. There is no
guarantee that Mr. Massetti will resolve any conflicts of interest in our favor.
ONE OF OUR OFFICERS AND DIRECTORS CONTROLS 56% OF OUR COMMON STOCK
As of June 15, 2000, Mr. Ralph Massetti owned approximately 56% of our
outstanding common stock. Mr. Massetti would be able to significantly influence
all matters requiring shareholder approval, including the election of directors
and the approval of significant corporate transactions. This concentration of
ownership may also have the effect of delaying, deterring or preventing a change
in control of our company and may make some transactions more difficult or
impossible to complete without his support.
WE DO NOT EXPECT TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE
We currently intend to retain any future earnings to finance the growth and
development of our business. Therefore, we do not expect to pay any cash
dividends in the foreseeable future. Any future dividends will depend on our
earnings, if any, and our financial requirements.
OUR SUCCESS WILL DEPEND ON OUR ABILITY TO KEEP PACE WITH ADVANCES IN TECHNOLOGY
To be successful, we must be able to adapt to rapidly changing Internet
technologies by continually enhancing our products and services and introducing
new services to meet our customers' changing needs. If we need to modify our
products and services, we could incur significant costs. If we are unable to
adapt, our existing web site, services and technology could become obsolete and
our customers may switch to the products and services of our competitors. Higher
costs, fewer customers and lower revenues could negatively affect our business,
results of operation and financial condition.
5
<PAGE>
OUR BUSINESS DEPENDS ON THE CONTINUED GROWTH OF THE INTERNET
Our future success depends in part on the continued growth of the Internet.
Rapid growth in the use of, and interest in, the Internet is a recent phenomenon
and it may not continue. Our business could be harmed if any of the following
occur:
o the use of the Internet does not continue to grow or grows slower than
expected;
o the Internet's infrastructure does not effectively support the growth
that may occur; and
o the performance and reliability of the Internet suffers as usage
grows.
GOVERNMENT REGULATION MAY AFFECT HOW WE DO BUSINESS IN THE FUTURE
Due to the increasing popularity and use of the Internet, a number of laws
and regulations may be adopted covering issues such as user privacy, taxation of
goods and services provided on the Internet, intellectual property, content and
quality of goods and services, and information security. These laws and
regulations could decrease the growth of the Internet and the demand for our
products and services and could increase our costs. The applicability of
existing laws to the Internet is also uncertain.
WE MAY BE UNABLE TO PROTECT OUR TRADEMARKS AND PROPRIETARY RIGHTS
Our ability to compete depends on our systems and technology. We have no
patents or registered trademarks. Although we have taken steps to protect our
proprietary rights and intellectual assets, unauthorized parties may attempt to
copy aspects of our services or obtain and use information we consider
proprietary. Policing the unauthorized use of our proprietary rights is
difficult. We cannot guarantee that no harm or threat will be made to our
intellectual property. The misappropriation of our intellectual property or
potential litigation to enforce our rights could increase our costs and harm our
business.
WE MAY UNINTENTIONALLY INFRINGE ON THE PROPRIETARY RIGHTS OF OTHERS
We may be subject to claims alleging that we have infringed on the
proprietary rights of others. These claims could result in significant damages.
Even if any of these claims ultimately prove to be without merit, the time and
costs associated with defending such claims could harm our business.
OUR ONLINE SECURITY MEASURES MAY FAIL
Our relationships with our customers and our business may be negatively
affected if the security measures we use to protect the privacy of personal or
confidential information do not work. Our computer infrastructure is potentially
vulnerable to physical or electronic computer break-ins, viruses and similar
disruptions. Someone who is able to get around our security measures could also
misappropriate our proprietary information. We may need to incur significant
costs to protect against security breaches or to resolve problems caused by any
breaches. There is no guarantee that we will be able to prevent any security
breach, and our failure to do so could harm our reputation, operations and
financial condition.
WE MAY BE UNABLE TO ATTRACT AND RETAIN QUALIFIED EMPLOYEES OR KEY PERSONNEL
Our future success depends on our ability to find, hire, train, motivate
and keep highly qualified technical, managerial and other personnel. The
competition for qualified employees is high and we may be unable to attract,
assimilate, motivate and keep the personnel we need. This could have a negative
affect on our business, operating results and financial condition.
We rely heavily on the performance of our executive officers and key
technical and graphic employees. We do not have employment agreements or "key
person" life insurance policies on any of our officers or other employees. If we
lose the services of any of our executive officers or key employees, it could
harm our business.
OUR STOCK PRICE MAY BE VOLATILE
The stock market in general, and the stock prices of technology and
Internet-related companies in particular, have experienced dramatic fluctuations
that have often been unrelated to the operating performance of any particular
company or companies. In addition, small company stock prices have tended to be
volatile due to their less certain growth prospects, the lower degree of
liquidity in the markets for such stock, and the greater sensitivity of small
companies to changing economic conditions. These market fluctuations could cause
the price of our stock to go down regardless of our actual operating
performance, and you could lose all or a part of your investment.
6
<PAGE>
FUTURE SALES OF COMMON STOCK COULD CAUSE OUR STOCK PRICE TO GO DOWN
The sale of a large number of our shares, or the perception that such a
sale may occur, could lower our stock price. These sales may make it more
difficult for us to sell equity securities in the future at a time and price
that we consider appropriate.
As of June 15, 2000, 10,282,761 shares of our common stock may be
considered "restricted securities" and may only be sold pursuant to a
registration statement, in compliance with Rule 144 of the Securities Act of
1933, as amended, or pursuant to another exemption from registration. Many of
these shares will be eligible for sale in the public market by the end of 2000
or in early 2001.
THERE ARE RULES FOR LOW-PRICED STOCKS THAT MAY AFFECT YOUR ABILITY TO RESELL
YOUR SHARES
Our common stock is currently considered "penny stock" under federal
securities laws. Penny stock rules generally impose additional sales practice
and disclosure requirements on broker-dealers who sell our shares to certain
investors. These rules may affect the ability of broker-dealers to make a market
in or trade our shares. This, in turn, may affect your ability to resell those
shares in the public market.
WE MAY INCUR SUBSTANTIAL COSTS UNDER OUR INDEMNIFICATION POLICY
Under certain circumstances, we may indemnify (secure against loss or
damages) our officers, directors and agents against attorney's fees and other
expenses they incur and judgments against them in any litigation that are due to
their association with us or activities on our behalf. We may also incur the
expenses of such litigation or of any of our officers, directors, employees or
agents if they promise to repay the expenses should it later be determined that
they are not entitled to indemnification. We may incur substantial costs under
this policy, which we may be unable to recover even if entitled to do so.
WE EXCLUDE CERTAIN LIABILITIES ON THE PART OF OUR DIRECTORS
We exclude personal liability on the part of our directors for monetary
damages for breach of fiduciary duty, except in certain cases. This means we
will have a more limited right of action against our directors than we would
otherwise have. This will not, however, affect the liability of any director
under federal or applicable state securities laws.
WE HAVE DISCRETION ON HOW TO USE ANY PROCEEDS FROM THIS OFFERING
Our management has broad discretion on how to spend any proceeds we receive
from this offering and may spend the proceeds in ways that differ from the
proposed uses in this prospectus. Our shareholders may not agree with our
spending decisions. If we fail to spend the proceeds effectively, our business
and financial condition could be harmed.
7
<PAGE>
USE OF PROCEEDS
We expect to sell to Swartz Private Equity, LLC, subject to effective
registration and applicable volume and other limitations, up to $30,000,000 of
common stock under the Investment Agreement. Additional amounts may be received
if the warrants to purchase common stock are exercised. Net proceeds are
determined after deducting all expenses of the offering (estimated to be
$53,673).
We intend, in the following order of priority, to use the net proceeds from
this offering (excluding proceeds from warrant exercises), if any, as follows:
Expenses of Financing
Expenses of Registration, Issuance, and Distribution $ 53,673
Working Capital
Rent $ 632,000
Salaries 8,400,000
Content 1,900,000
Utilities 180,000
Internet Bandwidth Expenses 234,000
Software Licensing 450,000
Computer Equipment 400,000
Consulting Services 360,000
Legal & Accounting Expenses 350,000
Marketing & Advertising 7,200,000
Benefits & Insurance 2,200,000
Magazine Development and Promotion 2,100,000
Other Working Capital Needs 5,540,327
--------------
Total Proceeds $ 30,000,000
==============
The amount and timing of working capital expenditures may vary
significantly depending upon numerous factors, such as:
o development and coding expenses;
o the development of marketing and sales resources;
o administrative and legal expenses; and
o other requirements not now known or estimable.
PRICE RANGE OF COMMON STOCK
Our common stock is currently traded on the OTC Bulletin Board under the
symbol "SREP," following our name change on November 3, 1999. The following
table shows the high and low closing bid prices for our common stock, as
reported on the OTC Bulletin Board. Historical price information is not
available for the common stock of our predecessor Van American Capital, Ltd.,
which traded under the trading symbol "VMRC." The market represented by the OTC
Bulletin Board is extremely limited and the price for our common stock quoted on
the OTC Bulletin Board is not necessarily a reliable indication of the value of
our common stock. Quotations reflect inter-dealer prices, without retail
mark-up, mark-down or commission and may not represent actual transactions.
8
<PAGE>
YEAR PERIOD HIGH LOW
Fiscal Year 1999 First Quarter No trading data is available for "VMRC"
FOR "SREP" Second Quarter 9.625 2.250
Third Quarter 9.750 3.687
Fourth Quarter 4.500 .781 (as of 06/15/2000)
As of June 15, 2000, our shares were held by approximately 122 shareholders
of record, not including the holders that have their shares held by a depository
trust in a "street name."
DIVIDEND POLICY
We have never declared or paid cash dividends on our common stock. We
currently anticipate that we will retain all future earnings for use in the
operation and expansion of our business and do not anticipate paying any cash
dividends in the foreseeable future.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
THE FOLLOWING DISCUSSION AND ANALYSIS OF OUR PLAN OF OPERATION SHOULD BE
READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND THE RELATED NOTES. THIS
DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS BASED UPON CURRENT EXPECTATIONS
THAT INVOLVE RISKS AND UNCERTAINTIES, SUCH AS OUR PLANS, OBJECTIVES,
EXPECTATIONS AND INTENTIONS. OUR ACTUAL RESULTS AND THE TIMING OF CERTAIN EVENTS
COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED IN THESE FORWARD-LOOKING
STATEMENTS AS A RESULT OF CERTAIN FACTORS, INCLUDING THOSE SET FORTH UNDER "RISK
FACTORS," "BUSINESS" AND ELSEWHERE IN THIS PROSPECTUS. SEE "RISK FACTORS."
OVERVIEW
SalesRepCentral.com, a Nevada corporation (the "Company"), is an early
growth stage company and plans to be the Internet's leading on-line sales
community, targeting professional sales representatives, corporate executives
and business managers/owners.
We are designed to provide a comprehensive "portal" of resources that meet
all the daily needs of the professionals in our target group and to provide a
legitimate meeting place and commerce site dedicated to their field of
expertise.
Our portal network consists of a main, or homepage, that delivers
up-to-the-minute news, stock quotes, weather, events and sales-related
information.
We have a limited operating history on which to base an evaluation of our
business and prospects. You must consider our prospects in light of the risks,
expenses and difficulties frequently encountered by companies in their early
stage of development. To address these risks, we must establish, maintain and
expand our customer base, implement and successfully execute our business and
marketing strategy, provide superior customer service, anticipate and respond to
competitive developments and attract, retain and motivate qualified personnel.
We cannot assure that we will be successful in addressing these risks, and our
failure to do so could have a negative impact on our business, operating results
and financial condition.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2000
Total operating expenses from continuing operations were $203,708 for the
three months ended March 31, 2000.
Increased operating expenses in the current period are a result of
professional fees, consulting fees and other expenses related to product
research, development and marketing.
9
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
The Company plans to satisfy its cash needs for the next twelve months by
combining a variety of revenue sources derived from the products and services
offered through the Company's web site, strategic partnership investments to the
Company, advertising revenue, and contributions made to working capital from
funds raised through the Investment Agreement.
We expect that additional funds above and beyond those expected from
revenue projections will be needed to meet current and expected operating costs
and expenses of the Company during the next twelve months and possibly beyond
that time. We plan to use the funds from the Investment Agreement to meet those
funding needs. No assurance can be made that funds will be available under the
Investment Agreement, as we must meet certain requirements in order to obtain
those funds and cannot guarantee that we can meet those requirements.
We expect continual product development to the Company's web site through
the next twelve months as the Company's web site is the principal product by
which communication and commerce is exchanged with its customers. We are
budgeting a reasonable portion of the capital available to meet the competitive
and customer satisfaction development needs of the web site so that the capital
works to meet the growth and revenue projections of the Company.
We expect an increase in the Company's officers from three to five and an
increase in the number of employees from 15 to approximately 30 over the next
three years.
10
<PAGE>
BUSINESS
OVERVIEW
We are an online, business-to-business sales community. We designed our web
site to provide a comprehensive "portal" of resources to meet the daily needs of
sales professionals and corporate executives, and to provide a meeting place and
commerce site dedicated to the sales community. We hope to become the home page
of choice for individuals and corporate sales teams worldwide.
We initially launched our web site on January 4, 2000. After some design
improvements, we relaunched the site on February 28, 2000. We currently have 10
"channels" offering products and services ranging from a full service investment
center and travel services to an online shopping mall and live discussion areas.
We have designed each channel with the unique needs of the sales professional in
mind. In addition to our channels, sales professionals can visit our site to get
up-to-date news and weather information, as well as daily sales tips and
sales-related articles. We also offer members the flexibility to customize their
home page with their favorite resources and information.
Membership in SalesRepCentral.com is free. Our revenues come from the
products and services we provide, as well as from advertising. We plan to
continue introducing new products and services designed to meet the changing
needs of sales professionals.
SalesRepCentral.com, Inc., a Nevada corporation incorporated on May 12,
1999, merged into Van American Capital, Ltd. on October 26, 1999. Van American
Capital, Ltd. then changed its name to SalesRepCentral.com, Inc. on November 3,
1999. Van American Capital, Ltd. was incorporated on July 23, 1998.
SalesRepCentral.com, Inc. was originally incorporated to provide web portal
services to sales representatives. This purpose has been continued in its new
corporate identity following the date of merger.
INDUSTRY BACKGROUND
INTERNET GROWTH. The Internet has become one of the fastest-growing means
of communication, reaching consumers and businesses worldwide. The Internet
allows millions of users to obtain and share information, interact with each
other and conduct business electronically. Jupiter Communications recently
estimated that the number of Internet users worldwide will more than triple
within the next five years, increasing from 200 million users as of June 19,
2000 to 600 million users in 2005. Lower computer prices, faster, easier and
cheaper Internet access, improvements in the performance and speed of personal
computers and modems, and an increase in the information and services available
on the Internet are among the factors fueling the growth of Internet users.
The widespread adoption and interactive nature of the Internet have created
new opportunities for conducting business online and are changing the way
companies do business. Many businesses have begun to realize the commercial
potential the Internet offers. For example, advertisers are using the Internet
to reach consumers in a new way. According to Jupiter Communications, worldwide
Internet advertising revenues could increase from $4.3 billion in 1999 to more
than $28 billion by 2005. More recently, technological advances have made
commercial transactions over the Internet possible, creating the opportunity for
business-to-business and business-to-consumer electronic commerce. From 1999 to
2004, Forrester Research estimates the sale of goods and services over the
Internet in the United States could increase from around $20 billion to roughly
$184 billion.
THE NEED FOR EASY ACCESS TO PERSONALIZED, RELEVANT INFORMATION. As the
amount of information available on the Internet has grown, it has became more
difficult for users to access and find the information that is most useful and
relevant to their needs. Internet portals initially offered a limited number of
services. In response to consumer demand, many portals now provide access to a
combination of Internet services and are quickly becoming the single destination
for all of the search, information, communication and commerce needs of Internet
users. These portals have sought to differentiate themselves by the services and
content they provide.
11
<PAGE>
We believe the creation of a user-friendly portal designed to help sales
professionals become more efficient and productive, with information, products
and services to suit their specific needs, is an emerging market opportunity.
According to Merrill Lynch, the overall market for corporate portals could grow
from $4.4 billion in 1999 to more than $14 billion by 2002, with field and sales
support a potential $4 billion segment of the market. We believe a properly
developed, user-friendly portal designed exclusively for the sales professional
could change how sales professionals do business in the future.
OUR SOLUTION
We have developed a portal or web site exclusively for the sales community,
including professional sales representatives, sales managers and corporate
executives. We designed the site to create a user-friendly, informative and
personalized experience while providing our members with the time savings and
convenience of doing business online. Our sales portal was created by former
sales professionals and designed to offer everything that a sales professional
needs to be successful. It offers comprehensive content, education and
technologies in combination with unique tools, resources, services and strategic
partnerships. Since we do not try to promote a particular product and are not
owned by a software company, we can serve as an independent, unbiased resource
for sales professionals.
Our portal offers sales professionals the following key benefits:
o a one-stop resource for their sales-related needs;
o remote access while traveling;
o personal rewards program through our RepPoints(TM) program;
o interaction with other members of the sales community;
o a source for professional products and services;
o professional development resources; and
o convenience.
OUR STRATEGY
Our goal is to become the home page of choice for individuals and corporate
sales teams worldwide. We seek to provide the content and services necessary to
make our members more productive and to give them another reason to make our
site their first appointment every day. Key elements of our strategy include:
OFFER A SUPERIOR WEB SITE WITH SUPERIOR PRODUCTS AND SERVICES. We seek to
provide a superior user experience through distinct and innovative technologies,
content and services. Our future success will depend on our ability to compete
and to offer products and services that the sales community perceives to be
superior to our competitors. We will continually strive to find, hire, train and
keep qualified personnel to design our web site. We will also try to enhance and
add to the products and services we offer to keep pace with changing
technologies and customer preferences and to seek additional strategic
partnerships that will allow us to offer new and improved services.
EARN THE ROUTINE BUSINESS EXPENSE TRANSACTIONS OF OUR SALES MEMBERS. Sales
professionals routinely incur expenses related to travel, lodging, rental cars,
communications, product sales and entertainment. To encourage sales
professionals to use their expense accounts on the products and services we
offer on our web site, we reward members for purchases and/or activity on our
site with RepPoints(TM), our proprietary loyalty program.
BUILD BRAND AWARENESS. We believe that building increased brand recognition
is critical to our ability to add to our current membership and to increase our
attractiveness to manufacturers, service providers and advertisers. We intend to
increase brand awareness through a combination of online and offline advertising
and promotional activities. Specifically, our sales and marketing strategy
entails the continuation of our nationwide, industry-focused advertising
campaign using both print and web-based advertisements.
DEVELOP OUR CORPORATE-RELATED SERVICE OFFERINGS. Customized corporate
portals are a growing segment of the market, especially those developed to
support a company's sales resources. We plan to continue to try to attract
corporate clients with our dedicated, in-house sales team.
12
<PAGE>
DIVERSIFY REVENUE STREAMS ACROSS ELECTRONIC COMMERCE, DIRECT MARKETING AND
ADVERTISING. We believe our revenue model is unique. Unlike many web sites, ours
does not rely entirely on advertising revenues. Instead, our revenue model is
based almost entirely on e-commerce. Our revenues, if any, will come from the
sale of products and services we offer, the development of custom corporate
portals and revenue sharing arrangements, as well as from advertising.
EXPAND TO INTERNATIONAL MARKETS. We eventually hope to expand our
operations to international markets to take advantage of the Internet's global
opportunities.
PRODUCTS AND SERVICES
Our web site features ten "channels" that offer a variety of products and
services. The channels address the professional and business needs of members of
the sales community and include the following:
CHANNEL FEATURES
------------------- ------------------------------------------------------------
COMMUNITY o Bulletin boards for member interaction also featuring
sales and marketing professionals
GOLF o Professional golf tips, golf news, tournament
schedules, ability to book online tee times, a
complete pro-shop, and a USGA-sanctioned golf club
INVESTING o Full service investment center with advice, education,
news, stock ticker and the ability to customize
investment portfolios
LENDING o Mortgage products and lending services specific to
commission-based professionals
MY ACCOUNT o Member account information, order status, personal
preferences for member's "My SalesRepCentral" page and
a detailed account of member's RepPoints(TM) (our
incentive and loyalty rewards program)
NEWS o Latest headlines on initial public offerings, the
stock market, world events, business acquisitions,
appointments of new sales executives, sports
scores, mergers, entertainment, health and politics
SALESREPMALL o Online store featuring a wide variety of products for
the sales professional such as organizers, software,
business accessories and golf clubs
SALESRESOURCE o Information on education, training, business resources,
tips & tricks, inspiration, call scripts, sales forms,
seminars, conventions and prospecting lists
TEAM ROOM o An easy-to-use, fast to set up, online collaborative
tool that functions as a home base for sales teams with
project planning and management, team calendaring, task
and decision management, online discussion and
real-time chat
TRAVEL o Full service travel center for both business and
personal travel with reservations, travel merchandise,
travel tips, news and city guides
We also offer "Custom Corporate Portals," which we develop specifically for
individual companies. While we host the site, it is designed to match the look
of the individual company. The company's sales team members can access this
portal each day to participate in team meetings, track team projects, read the
latest news on their industry and company, access their Intranet and much more.
These sites will also be linked to our mall so that potential customers can find
the various products and services that we offer on our web site.
Banner advertising, promotional spotlights and channel sponsorships are
other services we offer. These services allow advertisers to maximize the
visibility of their products by placing ads in strategic locations. Our channels
offer highly targeted opportunities for our advertising partners.
13
<PAGE>
CUSTOMERS
In 1999, there were more than 10 million sales and marketing professionals
in the United States at the executive level that we target. They spent over $2
billion and approximately 82% used the Internet daily. These professionals have
disposable income, expense accounts, and busy lives. They need convenient, time
saving access to information about the latest sales and marketing tools and
related information. These are our potential customers.
Our customers also include various companies for whom we have developed
customized corporate portals, as well as companies that advertise or sponsor
channels on our web site. Our custom corporate portal customers, with whom we
have mostly oral agreements, include:
o American Medical Capital
o Avnet Computer
o Border to Border Incorporated
o Boston Credit Corporation
o Coleman Spas
o Computer Associates
o Cooley Group USA
o Creative Business Concepts
o Hub Construction Co.
o InfoImage
o Insight
o Kenda
o Knowledgenet
o Panasonic
o Xerox
SALES AND MARKETING
Our sales efforts target sales professionals and corporate executives. To
reach the independent sales representative, we advertise on airport billboards
in eleven major cities, in various magazines including in-flight airline
magazines and sales industry periodicals, and use millions of Internet banner ad
impressions per month. To reach potential corporate clients, we use a dedicated,
in-house sales team. This team seeks out senior corporate executives and sales
managers who may be interested in our custom corporate portals and related
services.
DISTRIBUTION
We use multiple distribution channels to market our products and services
including:
o our web site;
o custom corporate portals;
o our toll-free, customer service phone number;
o our traditional "brick & mortar" location;
o direct outbound sales efforts;
o co-marketing opportunities;
o manufacturers and distributors; and
o our upcoming magazine and wireless initiatives.
COMPETITION
Competition from sales-related software, service or web companies is
significant and we expect it to grow as vertical web marketing trends grow. A
number of companies have recently launched web sites or other initiatives that
try to address the needs of the sales professional. These companies typically
fall into one of three categories:
14
<PAGE>
o software companies trying to increase sales of their core products or
software applications or to reduce the effects of the Internet on
their software sales;
o training companies trying to strengthen their credibility or fill more
seats at their training seminars; and
o publishing companies trying to increase the circulation of their sales
and sales-related magazines.
Some of our specific competitors include Sales.com, Inc., Markette, Inc.
(salesguy.com), Interact Commerce Corporation (interact.com), Selling Power
Magazine (sellingpower.com), and Salesforce.com, Inc. Of course, other
competitors may emerge in the future.
Our ability to compete depends on many factors, some of which may be out of
our control. These factors may include: the quality of content, the ease of use
of online services and the timing and market acceptance of new and enhanced
online services. We believe we generally compete favorably with respect to each
of these factors. However, some of our existing and potential competitors have
longer operating histories, larger customer bases and greater financial,
marketing and other resources than we have. There is no guarantee that sales
professionals will consider our web site and the products and services we offer
to be superior to those of our competitors or that we will be able to compete
successfully against current or future competitors.
STRATEGIC BUSINESS PARTNERSHIPS
We have developed alliances and partnerships with various companies that
offer services we consider crucial to the success of the sales professional. We
believe these partnerships help improve the products and services we offer and
provide valuable co-marketing opportunities and exposure. Some of our
partnerships include:
o Thoughtstar Inc., the developer of QuickTeam and QuickTeam
Professional software. QuickTeam is an online workspace that allows
users to communicate, collaborate and contribute to ongoing projects
within and across organizations. It features live chat, an online team
site, surveys and voting, contact manager, event calendar, team news,
home page customization, project scheduling and task management.
QuickTeam Professional is an enhanced version that includes instant
messaging capabilities, e-mail notification, database integration,
paging and the ability to work off-line. These applications should
give us the ability to create customized corporate workspaces that
allow sales managers to communicate privately and securely with their
sales force.
o ON24, a leading financial multimedia network. Our partnership with
ON24 will allow our members to access broadcast information on their
investment portfolios when they click on any ON24 news headline on our
web site.
o Switchboard Inc., an Internet directory and local merchant network.
Switchboard Inc. will provide a custom-designed version of its yellow
and white pages on our web site. Members will be able to locate the
businesses and services they most often use and need when traveling.
o Net2Phone, a leading provider of voice-enhanced Internet
communications services. Net2Phone provides PC-to-phone, PC-to-PC, and
PC-to-fax calling, as well as voice e-mail. Net2Phone offers these
services for free or at reduced rates. Members may use Net2Phone to
cut expenses while staying in touch with their customers.
o HealthAxis.com, an online provider of individual and small group
medical and health insurance. Through our portal, members and visitors
to our site may buy health insurance and receive information and
services to help them choose the proper coverage.
15
<PAGE>
In addition to these specific partnerships, we have oral and written
agreements related to our products and services with various other entities.
These entities include, among others, individual news aggregators and media
providers, newspapers, magazines, authors, speakers and national columnists,
software and hardware companies, Internet companies, training companies and
financial institutions.
INTELLECTUAL PROPERTY AND OTHER PROPRIETARY RIGHTS
Our intellectual property includes trademarks, copyrights, trade secrets
and other proprietary rights. We believe that our intellectual property is
important to our success and we try to protect it. We rely on a combination of
trademark, trade secret and copyright law to protect our propriety rights. We
have no patents, nor do we currently have any confidentiality or similar
agreements in place with any of our employees. To date, we have sought to
protect our copyright and trademark rights by placing a standard trademark or
copyright notice in the appropriate places. We have also hired legal counsel to
help us better protect our intellectual property and filed for trademark
protection. However, the steps we take to protect our intellectual property may
be inadequate. Unauthorized parties may try to disclose, obtain or use our
proprietary information, which could harm our business. Others may also claim
that we have violated their proprietary rights. This could subject us to
significant liability for damages and invalidate our proprietary rights. Any
efforts to protect or defend our rights could be time-consuming and costly.
Other parties may also independently develop similar or competing technology.
RESEARCH AND DEVELOPMENT
We spent $316,000 on research and development during the period from
July 1, 1999, through March 31, 2000, all of which we intend to recoup from
customers through normal business operations, fees and markups. We expect to
continue to commit significant resources to research and development in the
future. The market for our products and services is characterized by rapid
technological change, frequent new product and service introductions, and
rapidly changing customer needs and industry standards. To be successful in the
future, we must be able to anticipate changes, enhance our current products and
services, develop and introduce new products and services that keep pace with
changing Internet technologies and address the increasingly sophisticated needs
of our customers.
GOVERNMENT REGULATION
Due to the increasing popularity and use of the Internet, the United States
government and the governments of various states and foreign countries may
attempt to regulate activities on the Internet. They may adopt new laws and
regulations or try to apply existing laws to Internet activities. A number of
laws and regulations may be adopted to cover issues such as user privacy,
advertising, intellectual property, pricing, content and quality of goods and
services, taxation and information security. New tax regulations, if adopted,
may increase our sales, use and income taxes. Due to the global nature of the
Internet, it is possible that, although we principally operate our business in
Arizona, the governments of other states and foreign countries may try to
regulate our business and may require that we qualify to do business as a
foreign corporation in their state or country. The growth of the Internet and
the volume of business transacted on the Internet may also prompt stricter
consumer protection laws. Some states have already proposed new laws to limit
the use of personal user information obtained online or to require online
services to establish privacy policies.
The applicability of existing laws to the Internet is also uncertain. Many
laws that may be relevant to our business were adopted before wide use of the
Internet. These laws do not contemplate or address the unique issues of the
Internet and related technologies. Because of the rapidly evolving and uncertain
regulatory environment, we cannot predict how new or existing laws and
regulations might affect our business. These uncertainties make it more
difficult to ensure compliance with the laws and regulations that govern our
business and the Internet. They may also decrease the growth of the Internet and
the demand for our products and services and could increase our costs or force
us to change how we do business.
EMPLOYEES
As of June 15, 2000, we had 18 full-time employees including six in design
and development, five in sales, three in management, and two each in marketing
and administration. We currently plan to hire approximately eight more employees
in the near future to work in our sales, marketing and development departments.
We believe our future success will depend in part on our ability to attract,
train, keep, integrate and motivate qualified personnel in a highly competitive
16
<PAGE>
employment market, and on the continued service of our executive officers and
key technical and graphic employees. From time to time we may hire independent
contractors to support our accounting, web development, acquisitions, investor
and public relations and telemarketing efforts. We believe that we have good
relations with our employees. We have never had a work stoppage, and none of our
employees are represented by a labor union.
FACILITIES
Our corporate offices are located in Scottsdale, Arizona, where we sublease
approximately 6,293 square feet of general office and warehouse space. Our
sublease is with Aquarius Medical Corporation, a Delaware corporation. The
sublease ends on January 31, 2001, subject to annual renewal. The monthly lease
payment is $7,700. While our current offices are adequate for the near term, we
plan to begin looking for new space in the next several months that will support
our potential growth.
17
<PAGE>
LEGAL PROCEEDINGS
From time to time, we may be involved in litigation arising out of our
ordinary course of business. We are not currently involved in any material legal
proceedings.
MANAGEMENT
EXECUTIVE OFFICERS AND DIRECTORS
The following table sets forth certain information with respect to our
directors and executive officers.
Name Age Position
--------------------------- ----------- -------------------------------
Ralph Massetti 34 President, Director
Todd Sumney 35 Vice President - Marketing
Greg Reeve 37 Vice President - Sales
RALPH MASSETTI, PRESIDENT & CEO, has served in this capacity since the
inception of SalesRepCentral.com. Previous to SalesRepCentral.com's founding he
served from March 1998 to May 1999 as a Consulting Marketing Specialist for
Computer Associates, Inc., marketing enterprise management software solutions at
the officer level among the nation's largest organizations. He was a stockbroker
for Dean Witter Reynolds, Inc. from March 1997 to March 1998 and an Account
Executive for Commerce Clearing House from September 1994 to September 1996. He
has earned a Bachelors of Science in Management and is currently in progress of
both an MBA and Masters in Finance with a specialization in High Technology. He
has extensive Internet and technical training and experience.
GREG REEVE, VICE PRESIDENT OF SALES, has over 14 years of sales
development, sales management, and operations-related experience. He was
appointed to his present position on February 13, 2000. From January 1, 2000
until February 12, 2000, he was a consultant for the Company. Formerly a
regional vice president with Computer Associates International Inc. from June
1996 to February 2000, he was responsible for recruiting, hiring, and training
sales personnel, as well as negotiating and maintaining contracts for software
applications, services and product training. He was an Account Manager with
Mastering Computers from September 1995 to June 1996, and a Sales Manager with
First Portland Corp. from February 1993 to September 1995.
TODD SUMNEY, VICE PRESIDENT OF MARKETING, oversees the continuing
development of the Company's sales business-to-business web portal. Todd was
appointed to his current position on May 1, 2000, previously serving as Director
of Marketing from February 15, 2000 to April 30, 2000 and as a consultant from
January 1, 2000 to February 14, 2000. He was a Vice President at Young
Associates from September 15, 1999 to December 31, 1999 and a Vice President at
The M. Group Graphic Design, Inc. from September 15, 1989 to September 15, 1999.
DIRECTOR COMPENSATION
Directors receive no cash compensation for their services to the Company as
directors, but are reimbursed for expenses actually incurred in connection with
attending meetings of the Board of Directors.
EXECUTIVE COMPENSATION
The compensation and benefits program of the Company is designed to
attract, retain and motivate employees to operate and manage the Company for the
best interests of its constituents.
Executive compensation is designed to provide incentives for those senior
members of management who bear responsibility for the Company's goals and
achievements. The compensation philosophy is based on a base salary, with
opportunity for significant bonuses to reward outstanding performance and plans
for a stock option program.
18
<PAGE>
The following table sets forth compensation information for services
rendered to the Company by certain executive officers in all capacities during
each of the prior three fiscal years. Other than as set forth below, no
executive officer's salary and bonus exceeded $100,000 in any of the applicable
years. The following information includes the dollar value of base salaries,
bonus awards, the number of stock options granted and certain other
compensation, if any, whether paid or deferred.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG TERM COMPENSATION
AWARDS PAYOUTS
OTHER RESTRICTED SECURITIES
ANNUAL STOCK UNDERLYING LTIP ALL OTHER
SALARY BONUS COMPENSATION AWARDS OPTIONS/SARS PAYOUTS COMPENSATION
NAME AND POSITION YEAR $ $ $ $ # $ $
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Ralph Massetti, 1999* 144,000 0.00 0.00 0 0 0.00 0.00
President/CEO
</TABLE>
* Ralph Massetti became President and CEO of the Company on October 27, 1999.
Mr. Massetti's annual salary decreased from $144,000 per year to $108,000 per
year beginning on April 1, 2000.
No options have been granted to any of the persons named in the "Summary
Compensation Table" during the Company's fiscal year ended June 30, 1999.
No options were exercised by any of the persons named in the "Summary
Compensation Table" during the Company's fiscal year ended June 30, 1999.
CERTAIN TRANSACTIONS
Ralph Massetti, Director, President and Chief Executive Officer of the
Company, received 8,898,750 shares of the Company in the merger transaction
which occurred on October 27, 1999, as he was a major shareholder of
SalesRepCentral.com prior to the merger. Mr. Massetti held 20,000,000 common
shares of SalesRepCentral.com; there were 20,750,000 common shares outstanding.
Ralph Massetti is also a director of Regency Group Ltd. where he devotes
approximately five percent of his time.
The Company has a loan of $2,500 to Andy Gray, Art Director of the Company,
currently outstanding.
The Company previously loaned Greg Reeve, Vice President of Sales, $50,000
for a one-week period which has been repaid.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of our common stock as of June 15, 2000, (a) by each person who is
known by us to own beneficially more than 5% of our common stock, (b) by each of
our directors, and (c) by all of our officers and directors as a group. Each
person's address is c/o SalesRepCentral.com, Inc., 16099 N. 82nd Street, Suite
#B1, Scottsdale, AZ 85260.
19
<PAGE>
<TABLE>
<CAPTION>
Name and Address of Beneficial Owner Shares Beneficially Owned Percentage of Class(1)
------------------------------------------------ -------------------------- -----------------------
<S> <C> <C>
Ralph Massetti, Director, President and
Chief Executive Officer 8,898,970 56.09%
Greg Reeve, Vice President - Sales 3,730 *
Todd Sumney, Vice President - Marketing 112 *
All Executive Officers and Directors (3 persons) 8,902,802 56.11%
</TABLE>
---------------
(1) Based on a total of 15,866,762 outstanding shares of common stock as of
June 15, 2000.
* Less than 1%.
DESCRIPTION OF SECURITIES
The following description of the capital stock of SalesRepCentral.com and
certain provisions of its Amended and Restated Articles of Incorporation is a
summary and is qualified in its entirety by the provisions of the Amended and
Restated Articles of Incorporation which have been filed as exhibits to
SalesRepCentral.com's registration statement, of which this prospectus is a
part.
The Company's Amended and Restated Articles of Incorporation authorize the
issuance of 50,000,000 shares of common stock, $.001 par value per share and
10,000,000 shares of preferred stock, $.001 par value per share.
COMMON STOCK
As of June 15, 2000, there were 15,866,762 shares of common stock
outstanding held by approximately 122 shareholders of record. Holders of common
stock are entitled to one vote for each share on all matters to be voted on by
the shareholders. Subject to preferences that may be available to the holders of
outstanding shares of preferred stock, the holders of common stock are entitled
to share ratably in dividends, if any, as may be declared from time to time by
the Board of Directors in its discretion, from funds legally available therefor.
In the event of a liquidation, dissolution, or winding up of the Company, and
subject to the rights of the holders of outstanding shares of preferred stock,
the holders of shares of common stock are entitled to share pro rata all assets
remaining after payment in full of all liabilities. Holders of common stock have
no preemptive or other subscription rights, and there are no conversion rights
or redemption or sinking fund provisions with respect to such shares. All of the
outstanding common stock is, and the shares offered by the Company pursuant to
this offering will be, when issued and delivered, fully paid and non-assessable.
PREFERRED STOCK
As of June 15, 2000, there were 14,865 shares of preferred stock
outstanding held by 3 shareholders of record. Each preferred share will
automatically convert to 1,000 shares of common stock of the Company and carry a
liquidation right which is superior to the rights of the holders of our common
stock.
ISSUANCE OF ADDITIONAL SHARES
Additional series of preferred shares and additional classes of shares may
be issued from time to time as the Board of Directors may determine in their
sole judgment and without the necessity of action by shareholders.
WARRANTS
The Company issued warrants for 648,000 shares of common stock at an
initial exercise price of $1.88 per share to Swartz Private Equity in connection
with the Investment Agreement of June 9, 2000. The warrants are subject to a
provision which resets the exercise price at the lowest closing price of the
20
<PAGE>
Company's common stock for the five trading days ending on each six-month
anniversary of the date of issuance of the warrants. Additional warrants
exercisable for common stock are issuable to Swartz Private Equity under the
Investment Agreement.
None of the warrants have been exercised to date.
REGISTRATION RIGHTS
Registration rights exist for the common stock and the common stock
underlying the warrants issuable to Swartz Private Equity under the Investment
Agreement and which are being registered on the Company's registration
statement, of which this prospectus is a part. The Company will pay for the all
expenses incurred in connection with this registration.
CERTAIN PROVISIONS OF NEVADA LAW AND CHARTER DOCUMENTS
Under the Nevada General Corporation Law and our Amended and Restated
Articles of Incorporation and our By-Laws, our directors will have no personal
liability to us or our shareholders for monetary damages incurred as the result
of the breach or alleged breach by a director of his "duty of care." This
provision does not apply to the directors' (i) acts or omissions that involve
intentional misconduct or a knowing and culpable violation of law, (ii) acts or
omissions that a director believes to be contrary to the best interests of the
corporation or its shareholders or that involve the absence of good faith on the
part of the director, (iii) approval of any transaction from which a director
derives an improper personal benefit, (iv) acts or omissions that show a
reckless disregard for the director's duty to the corporation or its
shareholders in circumstances in which the director was aware, or should have
been aware, in the ordinary course of performing a director's duties, of a risk
of serious injury to the corporation or its shareholders, (v) acts or omissions
that constituted an unexcused pattern of inattention that amounts to an
abdication of the director's duty to the corporation or its shareholders, or
(vi) approval of an unlawful dividend, distribution, stock repurchase or
redemption. This provision would generally absolve directors of personal
liability for negligence in the performance of duties, including gross
negligence.
The effect of this provision in our Amended and Restated Articles of
Incorporation and By-Laws is to eliminate the rights of our company and our
shareholders (through shareholder's derivative suits on behalf of our company)
to recover monetary damages against a director for breach of his fiduciary duty
of care as a director (including breaches resulting from negligent or grossly
negligent behavior) except in the situations described in clauses (i) through
(vi) above. This provision does not limit nor eliminate the rights of our
company or any shareholder to seek non-monetary relief such as an injunction or
rescission in the event of a breach of a director's duty of care. In addition,
our By-Laws provide that if the Nevada General Corporation Law is amended to
authorize the future elimination or limitation of the liability of a director,
then the liability of the directors will be eliminated or limited to the fullest
extent permitted by the law, as amended. The Nevada General Corporation Law
grants corporations the right to indemnify their directors, officers, employees
and agents in accordance with applicable law.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act" or "Securities Act") may be permitted to directors, officers
or persons controlling our company pursuant to the foregoing provisions, or
otherwise, we have been advised that in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.
TRANSFER AGENT
The transfer agent of our common stock is Signature Stock Transfer, Inc. of
Dallas, Texas.
PENNY STOCK
The Securities and Exchange Commission has adopted Rule 15g-9 which
established the definition of a "penny stock," for the purposes relevant to the
Company, as any equity security that has a market price of less than $5.00 per
share or with an exercise price of less than $5.00 per share, subject to certain
exceptions. For any transaction involving a penny stock, unless exempt, the
rules require: (i) that a broker or dealer approve a person's account for
transactions in penny stocks; and (ii) the broker or dealer receive from the
investor a written agreement to the transaction, setting forth the identity and
quantity of the penny stock to be purchased. In order to approve a person's
account for transactions in penny stocks, the broker or dealer must (i) obtain
financial information and investment experience objectives of the person; and
21
<PAGE>
(ii) make a reasonable determination that the transactions in penny stocks are
suitable for that person and the person has sufficient knowledge and experience
in financial matters to be capable of evaluating the risks of transactions in
penny stocks. The broker or dealer must also deliver, prior to any transaction
in a penny stock, a disclosure schedule prepared by the Commission relating to
the penny stock market, which, in highlight form, (i) sets forth the basis on
which the broker or dealer made the suitability determination; and (ii) that the
broker or dealer received a signed, written agreement from the investor prior to
the transaction. Disclosure also has to be made about the risks of investing in
penny stocks in both public offerings and in secondary trading and about the
commissions payable to both the broker-dealer and the registered representative,
current quotations for the securities and the rights and remedies available to
an investor in cases of fraud in penny stock transactions. Finally, monthly
statements have to be sent disclosing recent price information for the penny
stock held in the account and information on the limited market in penny stocks.
SHARES ELIGIBLE FOR FUTURE SALE
Future sales of substantial amounts of common stock in the public market
could adversely affect market prices prevailing from time to time. Under the
terms of this offering, the 17,000,000 shares of common stock to be issued under
the Investment Agreement, or underlying the warrants to be issued under the
Investment Agreement, may be resold without restrictions or further registration
under the Securities Act of 1933, except that any shares purchased by our
"affiliates," as that term is defined under the Securities Act, may generally
only be sold in compliance with the limitations of Rule 144 under the Securities
Act.
OUTSTANDING RESTRICTED STOCK
10,282,761 outstanding shares of common stock are restricted securities
within the meaning of Rule 144 and may not be sold in the absence of
registration under the Securities Act unless an exemption from registration is
available, including the exemption from registration offered by Rule 144. In
general, under Rule 144, as currently in effect, a person who has beneficially
owned restricted shares for at least one year, including a person who may be
deemed to be our affiliate, may sell within any three-month period a number of
shares of common stock that does not exceed a specified maximum number of
shares. This maximum is equal to the greater of 1% of the then outstanding
shares of our common stock or the average weekly trading volume in the common
stock during the four calendar weeks immediately preceding the sale. Sales under
Rule 144 are also subject to restrictions relating to manner of sale, notice and
availability of current public information about us. In addition, under Rule
144(k) of the Securities Act, a person who is not our affiliate, has not been an
affiliate of ours within three months prior to the sale and has beneficially
owned shares for at least two years would be entitled to sell such shares
immediately without regard to volume limitations, manner of sale provisions,
notice or other requirements of Rule 144.
PREFERRED STOCK
There are 14,865 shares of preferred stock currently outstanding held by 3
shareholders of record. Each preferred share will automatically convert to 1,000
shares of common stock of the Company on October 12, 2001. The shares of common
stock to be issued upon the conversion of the preferred stock may not be sold in
the absence of registration under the Securities Act unless an exemption from
registration is available, including the exemption from registration offered by
Rule 144.
WARRANTS
The resale of shares of common stock to be issued upon the exercise of the
warrants issued or issuable to Swartz Private Equity, LLC under the Investment
Agreement are being registered by this offering statement.
PLAN OF DISTRIBUTION
The selling shareholder is free to offer and sell its common shares at such
times, in such manner and at such prices as it may determine. The types of
transactions in which the common shares are sold may include transactions in the
over-the-counter market (including block transactions), negotiated transactions,
the settlement of short sales of common shares, or a combination of such methods
of sale. The sales will be at market prices prevailing at the time of sale or at
negotiated prices. Such transactions may or may not involve brokers or dealers.
22
<PAGE>
The selling shareholder has advised us that it has not entered into any
agreements, understandings or arrangements with any underwriters or
broker-dealers regarding the sale of its securities. The selling shareholder
does not have an underwriter or coordinating broker acting in connection with
the proposed sale of the common shares.
The selling shareholder may effect such transactions by selling common
stock directly to purchasers or to or through broker-dealers, which may act as
agents or principals. Such broker-dealers may receive compensation in the form
of discounts, concessions, or commission from the selling shareholder. They may
also receive compensation from the purchasers of common shares for whom such
broker-dealers may act as agents or to whom they sell as principal, or both
(which compensation as to a particular broker-dealer might be in excess of
customary commissions).
The selling shareholder is, and any broker-dealer that acts in connection
with the sale of common shares may be deemed to be, an "underwriter" within the
meaning of Section 2(11) of the Securities Act. Any commissions received by such
broker-dealers and any profit on the resale of the common shares sold by them
while acting as principals might be deemed to be underwriting discounts or
commissions.
Because the selling shareholder is an "underwriter" within the meaning of
Section 2(11) of the Securities Act, it will be subject to prospectus delivery
requirements.
We have informed the selling shareholder that the anti-manipulation rules
of the SEC, including Regulation M promulgated under the Securities and Exchange
Act, may apply to its sales in the market and have provided the selling
shareholder with a copy of such rules and regulations.
The selling shareholder also may resell all or a portion of the common
shares in open market transactions in reliance upon Rule 144 under the
Securities and Exchange Act, provided it meets the criteria and conforms to the
requirements of such Rule.
SELLING SHAREHOLDER
The following table sets forth certain information with respect to the
selling shareholder as of June 15, 2000. The selling shareholder is not
currently an affiliate of the Company, and has not had a material relationship
with the Company during the past three years, other than as a holder of
securities of the Company and the negotiation of the Investment Agreement.
<TABLE>
<CAPTION> Amount and Percentage
Beneficial Ownership of Maximum Number of of Common Stock
Common Stock as of Shares of Common Stock Beneficially Owned
Name June 15, 2000 Offered for Offering After the Offering(1)
--------------------------------- ------------------------- ------------------------- --------------------------
Number %
-------------- -----------
<S> <C> <C> <C> <C>
Swartz Private Equity, LLC 648,000(2) 648,000 0 *
Swartz Private Equity, LLC 16,352,000(3) 16,352,000 0 *
</TABLE>
------------------
* Less than 1%
(1) Assumes that the selling shareholder will sell all of the shares of common
stock offered hereby. We cannot assure you that the selling shareholder
will sell all or any of the shares offered hereunder.
(2) This number represents 648,000 shares of common stock issuable upon
exercise of outstanding Commitment Warrants which are currently
exercisable, which represents 4% of our issued and outstanding common
stock as of June 15, 2000.
(3) This number includes (solely for purposes of this prospectus) up to an
aggregate of 14,865,455 shares of our common stock that we may sell to
Swartz pursuant to the Investment Agreement and 1,486,545 shares of common
stock underlying Purchase Warrants issuable in connection with the
Investment Agreement, which shares would not be deemed beneficially owned
within the meaning of Sections 13(d) and 13(g) of the Exchange Act before
their acquisition by Swartz. It is expected that Swartz will not
beneficially own more than 9.9% of our outstanding common stock at any
time.
INVESTMENT AGREEMENT
OVERVIEW. On June 9, 2000, we entered into an Investment Agreement with
Swartz Private Equity, LLC. The Investment Agreement entitles us to issue and
sell our common stock for up to an aggregate of $30 million from time to time
during a three-year period following the effective date of this registration
statement. This is also referred to as a put right.
PUT RIGHTS. In order to invoke a put right, we must have an effective
registration statement on file with the SEC registering the resale of the common
shares which may be issued as a consequence of the invocation of that put right.
Additionally, we must give at least ten but not more than twenty business days'
advance notice to Swartz of the date on which we intend to exercise a particular
put right, and we must indicate the number of shares of common stock we intend
to sell to Swartz. At our option, we may also designate a maximum dollar amount
of common stock (not to exceed $2 million) which we will sell to Swartz during
23
<PAGE>
the put and/or a minimum purchase price per common share at which Swartz may
purchase shares during the put. The number of common shares sold to Swartz may
not exceed 15% of the aggregate daily reported trading volume, excluding block
trades of the greater of 20,000 shares of common stock or $50,000 worth of
common stock, during a period which begins on the business day immediately
following the day we invoked the put right and ends on and includes the day
which is twenty business days after the date we invoked the put right and may
not exceed 15% of the aggregate daily reported trading volume, excluding block
trades of the greater of 20,000 shares of common stock or $50,000 worth of
common stock, for the 20 business days immediately preceding the day we
invoked the put right.
Swartz will pay us the market price minus a $.10 discount or 92% of the
market price for each share of common stock under the put, whichever is less.
Market price is defined as the lowest intra-day trade price for the common stock
during the applicable pricing period which consists of the twenty business-day
period following the date notice of the put which was provided to Swartz.
However, the market price may not be less than the designated minimum per share
price, if any, that we indicated in our notice.
WARRANTS. Within five business days after the end of each pricing period,
we are required to issue and deliver to Swartz a warrant to purchase a number of
shares of common stock equal to 10% of the common shares issued to Swartz in the
applicable put. Each warrant will be exercisable at a price which will initially
equal 115% of the market price for the applicable put. The warrants will have
semi-annual reset provisions. Each warrant will be immediately exercisable and
have a term beginning on the date of issuance and ending five years thereafter.
LIMITATIONS AND CONDITIONS PRECEDENT TO OUR PUT RIGHTS. Swartz is not
required to acquire and pay for any common shares with respect to any particular
put for which:
o we have announced or implemented a stock split or combination of our
common stock;
o we have paid a common stock dividend or set a record date for the
payment of a dividend;
o we have made a distribution of our common stock or of all or any
portion of our assets between the put notice date and the date the
particular put closes; or
o we have announced or consummated a major transaction (including a
transaction which constitutes a change of control) between the advance
put notice date and the end of the pricing period for that put.
SHORT SALES. Swartz and its affiliates are prohibited from engaging in
short sales of our common stock unless they have received a put notice and the
amount of shares involved in a short sale does not exceed the number of shares
specified in the put notice.
CANCELLATION OF PUTS. We must cancel a particular put if, between the date
of the advance put notice and the last day of the pricing period:
o we discover an undisclosed material fact relevant to Swartz's
investment decision;
o the registration statement registering resales of the common shares
becomes ineffective; or
o shares are delisted from the then primary exchange.
However, the put will remain in effect for the number of shares specified
in the put notice for the shortened pricing period which will end on the day
prior to the date of delivery of the put cancellation notice.
SHAREHOLDER APPROVAL. We may currently issue more than 20% of our
outstanding shares. If we become listed on the Nasdaq Small Cap Market or Nasdaq
National Market, then we must get shareholder approval to issue more than 20% of
our outstanding shares. Since we are currently a bulletin board company, we do
not need shareholder approval.
TERMINATION OF INVESTMENT AGREEMENT. We may also terminate our right to
initiate further puts or terminate the Investment Agreement by providing Swartz
with notice of such intention to terminate; however, any such termination will
not affect any other rights or obligations we have concerning the Investment
Agreement or any related agreement.
RESTRICTIVE COVENANTS. During the term of the Investment Agreement and for
a period of one year thereafter, we are prohibited from certain transactions.
These include the issuance of any debt or equity securities in a private
transaction which are convertible or exercisable into shares of common stock and
the issuance of certain other equity securities. We are also prohibited from
entering into any private equity line type agreements similar to the Investment
Agreement without obtaining Swartz's prior written approval.
RIGHT OF FIRST REFUSAL. Swartz has a right of first refusal to purchase any
equity securities or convertible debt securities offered by us in any private
transaction which closes on or prior to one year after the termination of the
investment agreement.
24
<PAGE>
SWARTZ'S RIGHT OF INDEMNIFICATION. We are obligated to indemnify Swartz
(including their shareholders, officers, directors, employees and agents) from
all liability and losses resulting from any misrepresentations or breaches we
made in connection with the Investment Agreement, our registration rights
agreement, other related agreements, or the registration statement.
LEGAL MATTERS
The validity of the shares of common stock being offered hereby will be
passed upon for the Company by Luce, Forward, Hamilton and Scripps LLP, San
Diego, California.
EXPERTS
The financial statements of the Company at June 30, 1999 and of the entity
entitled SalesRepCentral.com, Ltd. (which merged into the Company on October 26,
1999) at August 31, 1999 which appear in this prospectus and registration
statement have been audited by Barry L. Friedman, PC, independent auditor, as
set forth on his reports thereon appearing elsewhere in this prospectus, and are
included in reliance upon such reports given upon the authority of such firm as
experts in accounting and auditing.
AVAILABLE INFORMATION
We have filed a registration statement on Form SB-2 under the Securities
Act of 1933, as amended, relating to the shares of common stock being offered by
this prospectus, and reference is made to such registration statement. This
prospectus constitutes the prospectus of SalesRepCentral.com filed as part of
the registration statement, and it does not contain all information in the
registration statement, as certain portions have been omitted in accordance with
the rules and regulations of the SEC.
We are subject to the informational requirements of the Securities Exchange
Act of 1934 and pursuant to those requirements, we file reports, proxy
statements and other information with the Securities and Exchange Commission
relating to our business, financial statements and other matters. Reports, proxy
and information statements filed under Sections 14(a) and 14(c) of the
Securities Exchange Act of 1934 and other information filed with the SEC,
including copies of the registration statement, can be inspected and copied
SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549.
The public may obtain information on the operation of the Public Reference Room
by calling 1-800-SEC-0330. The SEC also maintains an Internet site that contains
reports, proxy and information statements and other information regarding
issuers that file electronically with the SEC at http://www.sec.gov.
Our Internet web site is www.SalesRepCentral.com.
We intend to furnish our shareholders with annual reports containing
audited financial statements.
25
<PAGE>
INDEX TO FINANCIAL STATEMENTS
SALESREPCENTRAL.COM
(FORMERLY VAN AMERICAN CAPITAL, LTD.)
FINANCIAL STATEMENTS
JUNE 30, 1999
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS F-3
FINANCIAL STATEMENTS OF VAN AMERICAN CAPITAL, LTD. (now known as
SalesRepCentral.com, Inc.)
BALANCE SHEET F-4
STATEMENT OF OPERATIONS F-6
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) F-7
STATEMENT OF CASH FLOWS F-8
NOTES TO FINANCIAL STATEMENTS F-9
INTERIM FINANCIAL STATEMENTS
MARCH 31, 2000
FINANCIAL STATEMENTS OF SALESREPCENTRAL.COM, INC.
CONSOLIDATED BALANCE SHEET F-15
CONSOLIDATED STATEMENT OF OPERATIONS F-16
CONSOLIDATED STATEMENT OF CASH FLOWS F-17
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-18
SALESREPCENTRAL.COM
(Prior to Merger with Van American Capital, Ltd., now known as
SalesRepCentral.com, Inc.)
FINANCIAL STATEMENTS
AUGUST 31, 1999
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS F-20
FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEET F-21
CONSOLIDATED STATEMENT OF OPERATIONS F-22
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) F-23
CONSOLIDATED STATEMENT OF CASH FLOWS F-24
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-25
F-1
<PAGE>
VAN AMERICAN CAPITAL LTD.
(A Development Stage Company)
FINANCIAL STATEMENTS
JUNE 30, 1999
TABLE OF CONTENTS
PAGE #
------
INDEPENDENT AUDITORS REPORT F-3
-----------------------------------------------------------------------
ASSETS F-4
-----------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY F-5
-----------------------------------------------------------------------
STATEMENT OF OPERATIONS F-6
-----------------------------------------------------------------------
STATEMENT OF STOCKHOLDERS' EQUITY F-7
-----------------------------------------------------------------------
STATEMENT OF CASH FLOWS F-8
-----------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS F-9 to F-13
-----------------------------------------------------------------------
F-2
<PAGE>
[BARRY L. FRIEDMAN, P.C. LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
Board of Directors September 17, 1999
Van American Capital Ltd.
San Diego, California
I have audited the accompanying Balance Sheets of Van American Capital
Ltd., (A Development Stage Company), as of June 30, 1999, and the related
statements of operations, stockholders' equity and cash flows for the period
July 23, 1998, (inception) to June 30, 1999. These financial statements are the
responsibility of the Company's management. My responsibility is to express an
opinion on these financial statements based on my audit.
I conducted my 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.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Van American Capital
Ltd. (A Development Stage Company), as of June 30, 1999, and the results of its
operations and cash flows for the period July 23, 1998, (inception) to June 30,
1999, in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note #5 to the
financial statements, the Company has suffered recurring losses from operations
and has no established source of revenue. This raises substantial doubt about
its ability to continue as a going concern. Management's plan in regard to these
matters is described in Note #5. These financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ BARRY L. FRIEDMAN
---------------------------
Barry L. Friedman
Certified Public Accountant
1582 Tulita Drive
Las Vegas, NV 89123
(702) 361-8414
F-3
<PAGE>
VAN AMERICAN CAPITAL LTD.
(A Development Stage Company)
BALANCE SHEET
ASSETS
JUNE
30, 1999
--------
CURRENT ASSETS
CASH $ 844
--------
TOTAL CURRENT ASSETS $ 844
--------
OTHER ASSETS
ORGANIZATION COST (NET) $ 694
--------
TOTAL OTHER ASSETS $ 694
--------
TOTAL ASSETS $ 1,538
--------
The accompanying notes are an integral part of these financial statements
F-4
<PAGE>
VAN AMERICAN CAPITAL LTD.
(A Development Stage Company)
BALANCE SHEET
LIABILITIES AND STOCKHOLDERS' EQUITY
JUNE
30, 1999
--------
CURRENT LIABILITIES $ 0
--------
TOTAL CURRENT LIABILITIES $ 0
--------
STOCKHOLDERS' EQUITY (Note #4)
Common stock
PAR VALUE, $.001
Authorized 50,000,000 shares
Issued and outstanding at
June 30, 1999 -
22,715,000 shares $ 22,715
Additional Paid-In Capital -14,215
Deficit accumulated during
Development stage -6,962
--------
TOTAL STOCKHOLDERS' EQUITY $ 1,538
--------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 1,538
--------
The accompanying notes are an integral part of these financial statements
F-5
<PAGE>
VAN AMERICAN CAPITAL LTD.
(A Development Stage Company)
STATEMENT OF OPERATIONS
Jul. 23, 1998
(Inception)
to June 30,
1999
-------------
INCOME
Revenue $ 0
-----------
EXPENSES
General and Administrative $ 1,348
Amortization 156
Licenses and Fees 5,458
-----------
TOTAL EXPENSES $ 6,962
-----------
NET PROFIT/LOSS (-) $ -6,962
-----------
Net Profit/Loss(-)
per weighted share
(Note #1) $ -.0003
-----------
Weighted average
Number of common
shares outstanding 22,715,000
-----------
The accompanying notes are an integral part of these financial statements
F-6
<PAGE>
VAN AMERICAN CAPITAL LTD.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Additional Accumu-
Common Stock paid-in lated
Shares Amount Capital Deficit
------ ------ ------- -------
July 23, 1998
Issued for cash 2,000,000 $ 2,000 $ 0 $ 0
September 11, 1998
Issued for Cash 36,000 36 3,564
December 24, 1998
Issued for cash 29,000 29 2,871
December 28, 1998
Forward stock split
11:1 20,650,000 +20,650 -20,650
Net loss, July 23,
1998 (inception) to
June 30, 1999 -6,962
---------- --------- --------- --------
Balance,
June 30, 1999 22,715,000 $ 22,715 $ -14,215 $ -6,962
========== ========= ========= ========
The accompanying notes are an integral part of these financial statements
F-7
<PAGE>
VAN AMERICAN CAPITAL LTD
(A Development Stage Company)
STATEMENT OF CASH FLOWS
Jul. 23, 1998
(Inception)
to June 30,
1999
-------------
CASH FLOWS FROM
OPERATING ACTIVITIES
Net Loss $ -6,962
Amortization +156
Adjustment to
Reconcile net loss
To net cash provided
by operating
Activities 0
Changes in assets and
Liabilities 0
-------------
NET CASH USED IN
OPERATING ACTIVITIES $ -6,806
CASH FLOWS FROM
INVESTING ACTIVITIES
Organization costs -850
CASH FLOWS FROM
FINANCING ACTIVITIES
Issuance of Common
Stock for Cash +8,500
-------------
Net Increase (decrease) cash $ +844
Cash,
Beginning of period 0
-------------
Cash, End of Period $ 844
-------------
The accompanying notes are an integral part of these financial statements
F-8
<PAGE>
VAN AMERICAN CAPITAL LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1999
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized JULY 23, 1998, under the laws of the State of
Nevada as VAN AMERICAN CAPITAL LTD., INC. The Company currently has no
operations and in accordance with SFAS #7, is considered a development
company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Method
The Company records income and expenses on the accrual method.
Estimates
The preparation of 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 the reported amounts of revenue and expenses during the
reporting period. Actual results could differ from those
estimates.
Cash and equivalents
The Company maintains a cash balance in a non-interest-bearing
bank that currently does not exceed federally insured limits.
For the purpose of the statements of cash flows, all highly
liquid investments with the maturity of three months or less
are considered to be cash equivalents. There are no cash
equivalents as of June 30, 1999.
F-9
<PAGE>
VAN AMERICAN CAPITAL LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 1999
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Income Taxes
Income taxes are provided for using the liability method of
accounting in accordance with Statement of Financial
Accounting Standards No. 109 (SFAS #109) "Accounting for
Income Taxes". A deferred tax asset or liability is recorded
for all temporary difference between financial and tax
reporting. Deferred tax expense (benefit) results from the net
change during the year of deferred tax assets and liabilities.
Organization Costs
Costs incurred to organize the Company are being amortized on
a straight-line basis over a sixty-month period.
Loss Per Share
Net loss per share is provided in accordance with Statement of
Financial Accounting Standards No. 128 (SFAS #128) "Earnings
Per Share". Basic loss per share is computed by dividing
losses available to common stockholders by the weighted
average number of common shares outstanding during the period.
Diluted loss per share reflects per share amounts that would
have resulted if dilative common stock equivalents had been
converted to common stock. As of June 30, 1999, the Company
had no dilative common stock equivalents such as stock
options.
Year End
The Company has selected June 30th as its year-end.
F-10
<PAGE>
VAN AMERICAN CAPITAL LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 1999
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Year 2000 Disclosure
Computer programs that have time sensitive software may
recognize a date using "00" as the year 1900 rather than the
year 2000. This could result in a system failure or
miscalculations causing disruption of normal business
activities.
The company's potential software suppliers have verified that
they will provide only certified "Year 2000" compatible
software for all of the company's computing requirements.
Because the company's products and services are sold to the
general public with no major customers, the company believes
that the "Year 2000" issue will not pose significant
operational problems and will not materially affect future
financial results.
NOTE 3 - INCOME TAXES
There is no provision for any future income taxes for the period after
July 1, 1999, due to the net loss and no state income tax in Nevada,
the state of the Company's domicile and operations. The Company's total
deferred tax asset as of June 30, 1999, is as follows:
Net operation loss carry forward $ 4,754
Valuation allowance $ 4,754
Net deferred tax asset $ 0
The federal net operating loss carry forward will expire between now
and 2019.
This carry forward may be limited upon the consummation of a business
combination under IRC Section 381.
F-11
<PAGE>
VAN AMERICAN CAPITAL LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 1999,
NOTE 4 - STOCKHOLDERS' EQUITY
Common Stock
The authorized common stock of the corporation consists of 50,000,000
shares with a par value $.001 per share.
Preferred Stock
Van American Capital Ltd. has no preferred stock.
On July 23, 1998 the company issued 2,000,000 shares for consideration
of $2,000 to its directors.
On September 11, 1998, the Company issued 36,000 shares of its $.001
par value common stock for cash of $3,600.00.
On December 24, 1998, the company issued 29,000 shares of its $.001 par
value common stock for cash of $2,900.00.
On December 28, 1998, the company forward stock split 11:1 thus
increasing the number of outstanding shares from 2,065,000 shares to
22,715,000 common shares.
NOTE 5 - GOING CONCERN
The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern, which
contemplates the realization of assets and liquidation of liabilities
in the normal course of business. However, the Company does not have
significant cash or other material assets, nor does it have an
established source of revenues sufficient to cover its operating costs
and to allow it to continue as a going concern. It is the intent of the
Company to seek a merger with an existing, operating company. Until
that time, the stockholders/officers and or directors have committed to
advancing the operating costs of the Company interest free.
F-12
<PAGE>
VAN AMERICAN CAPITAL LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 1999
NOTE 6 - RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal property. An
officer of the corporation provides office services without charge.
Such costs are immaterial to the financial statements and accordingly,
have not been reflected therein. The officers and directors of the
Company are involved in other business activities and may in the
future, become involved in other business opportunities. If a specific
business opportunity becomes available, such persons may face a
conflict in selecting between the Company and their other business
interests. The Company has not formulated a policy for the resolution
of such conflicts.
NOTE 7 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional
share of common stock.
F-13
<PAGE>
SALESREPCENTRAL.COM, INC.
(A Development Stage Company)
INTERIM FINANCIAL STATEMENTS
MARCH 31, 2000
F-14
<PAGE>
March 31,
2000
(unaudited)
ASSETS
Current assets:
Cash in bank $700,107
-------------------
Total current assets $700,107
Fixed Assets
Furniture & Fixtures 10,544
Leasehold Improvements 9,252
Equipment 55,446
Vehicles 20,000
----------------
Total Fixed Assets 95,242
Other Assets
Deposits/Security 11,465
---------------
Total Assets $806,814
===========
LIABILITIES & CAPITAL
Current Liabilities
Loans Payable $(19,903)
------------------
Total Current Liabilities $(19,903)
Capital
Common Stock/Investors 1,569,000
Net Income or (Loss) (742,283)
-------------------
Total Capital 826,717
-------------------
Total Liabilities & Capital $806,814
===========
F-15
<PAGE>
Three Months Ended
March 31, 2000
Income 22.00
Cost of Sales
Subcontractors & Profesional Services $185,778
Materials & Supplies 15,103
-----------------
Total Cost of Sales $200,880
-----------------
Gross Profit (200,858)
-----------------
Operating Expenses 203,709
-----------------
Total Operating Expenses 203,709
-----------------
Net Income Before Taxes (404,567)
-----------------
Net Income of (Loss) $ (404,567)
=============
F-16
<PAGE>
Three Months Ended
March 31, 2000
Funds Sources:
Revenue From Operations $(392,915)
Add: Expenses reducing net Revenue
Not Affecting cash
Changes in Assets & Liabilities
Leasehold Improvements (616)
Equipment (27098)
Furniture & Fixtures (10544)
Deposits (8423)
Loans Payable (16985)
Net Amount From Operations (456,581)
Other Sources of Funds:
Common stock/Investors 1,114,000
-----------------
Total Funds Provided 1,114,000
=========
Total Funds Uses 657,419
-----------------
Net Increase (Decrease)
In cash $656,831
Cash Balance, Beginning $43,276
-----------------
Cash Balance, Ending $700,107
==========
F-17
<PAGE>
1. Statement of Information Furnished
The accompanying unaudited consolidated financial statements have been
prepared in accordance with Form 10-QSB instructions and in the opinion of
management contain all adjustments (consisting of only normal recurring
accruals) necessary to present fairly the financial position as of March 31,
2000, the results of operations ended March 31, 2000 and the cash flows ended
March 31, 2000. These results have been determined on the basis of generally
accepted accounting principles and practices and applied consistently with
those used in the preparation of the Company's Audited Financials ending
December 31, 1998 as filed in Form 10SB.
F-18
<PAGE>
Salesrepcentral.com, Inc.
(A Development Stage Company)
FINANCIAL STATEMENTS
August 31, 1999
TABLE OF CONTENTS
PAGE #
INDEPENDENT AUDITORS REPORT F-20
ASSETS F-21
LIABILITIES AND STOCKHOLDERS' EQUITY F-21
STATEMENT OF OPERATIONS F-22
STATEMENT OF STOCKHOLDERS' EQUITY F-23
STATEMENT OF CASH FLOWS F-24
NOTES TO FINANCIAL STATEMENTS F-25 to F-29
F-19
<PAGE>
INDEPENDENT AUDITORS' REPORT
Board of Directors October 18, 1999
Salesrepcentral.com, Inc.
Las Vegas, Nevada
I have audited the accompanying Balance Sheets of Salesrepcentral.com,
Inc. (A Development Stage Company), as of August 31, 1999 and the related
statements of operations, stockholders' equity and cash flows for the
period May 12, 1999 (inception) to August 31, 1999. These financial
statements are the responsibility of the Company's management. My
responsibility is to express an opinion on these financial statements based
on my audit.
I conducted my 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. I believe that my audit provides
a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Salesrepcentral.com, Inc. (A Development Stage Company), as of August 31,
1999, and the results of its operations and cash flows for the period May
12, 1999 (inception) to August 31, 1999, in conformity with generally
accepted accounting principles.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note #5 to the
financial statements, the Company has no established source of revenue.
This raises substantial doubt about its ability to continue as a going
concern. Management's plan in regard to these matters is described in Note
#5. These financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
/s/ Barry Friedman
___________________________
Barry L. Friedman
Certified Public Accountant
1582 Tulita Drive
Las Vegas, NV 89123
(702) 361-8414
F-20
<PAGE>
Salesrepcentral.com, Inc.
(A Development Stage Company)
August 31, 1999
BALANCE SHEET
ASSETS
CURRENT ASSETS
Cash $ 7,183
-------------
TOTAL CURRENT ASSETS $ 7,183
-------------
OTHER ASSETS
Leasehold Improvements (Net) (Note #2) $ 8,158
Equipment (Net) (Note #2) 19,025
Security Deposit 3,042
-------------
TOTAL OTHER ASSETS $ 30,225
-------------
TOTAL ASSETS $ 37,408
=============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ 1,856
Officers Advances (Note #8) 20,000
-------------
TOTAL CURRENT LIABILITIES $ 21,856
-------------
STOCKHOLDERS' EQUITY (Note #4)
Preferred Stock
Par value $0.001
Authorized 10,000,000 shares
Issued and outstanding at
August 31, 1999-None $ 0
Common stock
Par value $0.001
Authorized 100,000,000 shares
Issued and outstanding at
August 31, 1999 -
20,750,000 shares 20,750
Additional Paid-In Capital 99,250
Deficit accumulated during
Development stage -104,448
-----------
TOTAL STOCKHOLDERS' EQUITY $ 15,552
-----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 37,408
===========
The accompanying notes are an integral part of these financial statements
F-21
<PAGE>
Salesrepcentral.com, Inc.
(A Development Stage Company)
May 12, 1999 (inception), to August 31, 1999
STATEMENT OF OPERATIONS
INCOME
Revenue $ 0
-----------
EXPENSES
Amortization $ 480
Automobile expenses 111
Auto/Gas 299
Auto/Lease 760
Bank Charges 79
Continuing Education 2,400
Depreciation 322
Domain Name 350
Dues & Subscriptions 50
Insurance 1,783
Legal & Accounting 1,236
Moving Expenses 638
Office Expense 9,791
Outside Services 8,983
Parking 528
Printing 1,350
Postage & Delivery 1,317
Professional Services 49,593
Promotion & Entertainment 1,582
Rent 6,084
Repairs & Maintenance 64
Travel 13,883
Telephone 2,765
------------
TOTAL EXPENSES $ 104,448
------------
NET PROFIT/LOSS (-) $-104,448
============
Net Profit/Loss(-)
per weighted share
(Note #1) $ -.0050
------------
Weighted average
Number of common
shares outstanding 20,750,000
------------
The accompanying notes are an integral part of these financial statements
F-22
<PAGE>
Salesrepcentral.com, Inc.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Additional Accumu-
Common Stock paid-in lated
Shares Amount Capital Deficit
June 15, 1999
Issued for Services 20,000,000 $ 20,000 $ 0
June 15, 1999
Issued for Cash 750,000 750 99,250
Net loss May 12,
1999 (inception) to
August 31, 1999 -104,448
------------- ---------- ---------- -----------
Balance,
August 31, 1999 20,750,000 $ 20,750 $ 99,250 $ -104,448
============== ========== ========== ===========
The accompanying notes are an integral part of these financial statements
F-23
<PAGE>
Salesrepcentral.com, Inc.
(A Development Stage Company)
May 12, 1999 (inception), to August 31, 1999
STATEMENT OF CASH FLOWS
Cash Flows from
Operating Activities
Net Loss $-104,448
Adjustment to
Reconcile net loss
To net cash provided
by operating
Activities
Amortization of Leasehold Improvements +480
Depreciation +322
Issue Common Stock
For Services +20,000
Changes in assets and
Liabilities
Leasehold Improvements -8,638
Equipment -19,347
Security Deposit -3,042
Accounts Payable +1,856
Officers Advances +20,000
--------------
Net cash used in
Operating activities $ -92,817
Cash Flows from
Investing Activities 0
Cash Flows from
Financing Activities
Issuance of Common
Stock for Cash +100,000
----------------
Net Increase (decrease) $ 7,183
Cash, Beginning of period 0
----------------
Cash, End of Period $ 7,183
----------------
The accompanying notes are an integral part of these financial statements
F-24
<PAGE>
Salesrepcentral.com, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
August 31, 1999
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized May 12, 1999, under the laws of the State of
Nevada as Salesrepcentral.com, Inc. The Company currently has no
operations and in accordance with SFAS #7, is considered a development
company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Method
The Company records income and expenses on the accrual method.
Estimates
The preparation of 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 the
reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.
Cash and equivalents
The Company maintains a cash balance in a non-interest-bearing
bank that currently does not exceed federally insured limits. For
the purpose of the statements of cash flows, all highly liquid
investments with the maturity of three months or less are
considered to be cash equivalents. There are no cash equivalents
as of August 31, 1999.
F-25
<PAGE>
Salesrepcentral.com, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
August 31, 1999
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Income Taxes
Income taxes are provided for using the liability method of
accounting in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS #109) "Accounting for Income Taxes". A
deferred tax asset or liability is recorded for all temporary
difference between financial and tax reporting. Deferred tax
expense (benefit) results from the net change during the year of
deferred tax assets and liabilities.
Loss Per Share
Net loss per share is provided in accordance with Statement of
Financial Accounting Standards No. 128 (SFAS #128) "Earnings Per
Share". Basic loss per share is computed by dividing losses
available to common stockholders by the weighted average number
of common shares outstanding during the period. Diluted loss per
share reflects per share amounts that would have resulted if
dilative common stock equivalents had been converted to common
stock. As of August 31, 1999, the Company had no dilative common
stock equivalents such as stock options.
Year End
The Company has selected December 31 as its year-end.
Policy in Regards to Issuance of Common Stock in a Non-Cash
Transaction
The Company's accounting policy for issuing shares in a non-cash
transaction is to issue the equivalent amount of stock equal to
the fair market value of the assets or services received.
F-26
<PAGE>
Salesrepcentral.com, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
August 31, 1999
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Year 2000 Disclosure
Computer programs that have time sensitive software may recognize
a date using "00" as the year 1900 rather than the year 2000.
This could result in a system failure or miscalculations causing
disruption of normal business activities.
The company's potential software suppliers have verified that
they will provide only certified "Year 2000" compatible software
for all of the company's computing requirements. Because the
company's products and services are sold to the general public
with no major customers, the company believes that the "Year
2000" issue will not pose significant operational problems and
will not materially affect future financial results.
Equipment And Leasehold Improvements
Equipment and leasehold improvements are valued at cost.
Depreciation and amortization are calculated using the straight-
line method over the estimated useful lives of the assets.
NOTE 3 - INCOME TAXES
There is no provision for income taxes for the period ended August 31,
1999, due to the net loss and no state income tax in Nevada, the state
of the Company's domicile and operations. The Company's total deferred
tax asset as of August 31, 1999 is as follows:
Net operation loss carry forward $ 0
Valuation allowance $ 0
Net deferred tax asset $ 0
F-27
<PAGE>
Salesrepcentral.com, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
August 31, 1999
NOTE 4 - STOCKHOLDERS' EQUITY
Common Stock
The authorized common stock of the corporation consists of 100,000,000
shares with a par value $0.001 per share.
Preferred Stock
The corporation has authorized preferred stock of 10,000,000 shares
with a par value of $0.001.
On June 15, 1999, the Company issued 20,000,000 shares of its $0.001
par value common stock for services of $20,000.
On June 15, 1999, the Company issued 750,000 shares of its $0.001 par
value common stock for cash of $100,000.
NOTE 5 - GOING CONCERN
The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern, which
contemplates the realization of assets and liquidation of liabilities
in the normal course of business. However, the Company does not have
significant cash or other material assets, nor does it have an
established source of revenues sufficient to cover its operating costs
and to allow it to continue as a going concern.
F-28
<PAGE>
Salesrepcentral.com, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
August 31, 1999
NOTE 6 - RELATED PARTY TRANSACTIONS
The officers and directors of the Company are involved in other
business activities and may in the future, become involved in other
business opportunities. If a specific business opportunity becomes
available, such persons may face a conflict in selecting between the
Company and their other business interests. The Company has not
formulated a policy for the resolution of such conflicts.
NOTE 7 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional
share of common stock.
NOTE 8 - OFFICERS ADVANCES
While the Company is seeking additional capital through a merger with
an existing operating company or a public offering, an officer of the
Company has advanced funds on behalf of the Company to pay for any
costs incurred by it. These funds are interest free. As of August
31, 1999, the amount advanced is $20,000.
NOTE 9 - OFFICE LEASE
On July 1, 1999, the Company entered into an operating lease for 1,690
square feet of executive office space in Los Angeles, California,
which expires June 30, 2002. Total rent to be paid for the period
July 1, 1999, to June 30, 2002, is $109,512, (36 months X $3,042).
Upon execution of the lease the Company had to make a security deposit
of $3,042.
F-29
<PAGE>
------------------------------------------------ ------------------------------
YOU SHOULD RELY ONLY ON THE INFORMATION
CONTAINED IN THIS PROSPECTUS. WE HAVE NOT
AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION DIFFERENT FROM THE INFORMATION
CONTAINED IN THIS PROSPECTUS. THIS DOCUMENT
MAY ONLY BE USED WHERE IT IS LEGAL TO SELL THE
SECURITIES. THE INFORMATION IN THIS DOCUMENT
MAY ONLY BE ACCURATE ON THE DATE OF THIS
DOCUMENT. 17,000,000 SHARES
OF COMMON STOCK
TABLE OF CONTENTS
PAGE
----
PROSPECTUS SUMMARY...........................1
RISK FACTORS.................................3
USE OF PROCEEDS..............................8
PRICE RANGE OF COMMON STOCK..................8 SALESREPCENTRAL.COM, INC.
DIVIDEND POLICY..............................9
MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATION.......................9
BUSINESS....................................11
MANAGEMENT..................................18
CERTAIN TRANSACTIONS........................19
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT..................19
DESCRIPTION OF SECURITIES...................20
SHARES ELIGIBLE FOR FUTURE SALE.............22
PLAN OF DISTRIBUTION........................22
SELLING SHAREHOLDER.........................23 PROSPECTUS
LEGAL MATTERS...............................25
EXPERTS.....................................25
AVAILABLE INFORMATION.......................25
INDEX TO FINANCIAL STATEMENTS..............F-1
June 23, 2000
------------------------------------------------ ------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under the Nevada General Corporation Law and our Amended and Restated
Articles of Incorporation and our By-Laws, our directors will have no personal
liability to us or our shareholders for monetary damages incurred as the result
of the breach or alleged breach by a director of his "duty of care." This
provision does not apply to the directors' (i) acts or omissions that involve
intentional misconduct or a knowing and culpable violation of law, (ii) acts or
omissions that a director believes to be contrary to the best interests of the
corporation or its shareholders or that involve the absence of good faith on the
part of the director, (iii) approval of any transaction from which a director
derives an improper personal benefit, (iv) acts or omissions that show a
reckless disregard for the director's duty to the corporation or its
shareholders in circumstances in which the director was aware, or should have
been aware, in the ordinary course of performing a director's duties, of a risk
of serious injury to the corporation or its shareholders, (v) acts or omissions
that constituted an unexcused pattern of inattention that amounts to an
abdication of the director's duty to the corporation or its shareholders, or
(vi) approval of an unlawful dividend, distribution, stock repurchase or
redemption. This provision would generally absolve directors of personal
liability for negligence in the performance of duties, including gross
negligence.
The effect of this provision in our Amended and Restated Articles of
Incorporation and By-Laws is to eliminate the rights of our company and our
shareholders (through shareholder's derivative suits on behalf of our company)
to recover monetary damages against a director for breach of his fiduciary duty
of care as a director (including breaches resulting from negligent or grossly
negligent behavior) except in the situations described in clauses (i) through
(vi) above. This provision does not limit nor eliminate the rights of our
company or any shareholder to seek non-monetary relief such as an injunction or
rescission in the event of a breach of a director's duty of care. In addition,
our By-Laws provide that if the Nevada General Corporation Law is amended to
authorize the future elimination or limitation of the liability of a director,
then the liability of the directors will be eliminated or limited to the fullest
extent permitted by the law, as amended. The Nevada General Corporation Law
grants corporations the right to indemnify their directors, officers, employees
and agents in accordance with applicable law.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act" or "Securities Act") may be permitted to directors, officers
or persons controlling our company pursuant to the foregoing provisions, or
otherwise, we have been advised that in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth an itemization of all estimated expenses,
all of which we will pay, in connection with the issuance and distribution of
the securities being registered:
NATURE OF EXPENSE AMOUNT
----------------- --------
SEC registration fee............................................... $ 7,673
Accounting fees and expenses....................................... 1,000
Legal fees and expenses............................................ 30,000
Printing and related expenses...................................... 10,000
Blue sky legal fees and expenses................................... 5,000
TOTAL............................................ $ 53,673
II-1
<PAGE>
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.
Shareholders of SalesRepCentral.com who held shares prior to the merger
with Van American Capital, Ltd. received 9,798,150 shares of Van American
Capital, Ltd. based upon the terms of the merger agreement. The Company relied
on Rule 506 as the basis of exemption from registration, as identified on the
Form D filed with the Commission. Ralph Massetti, Director, President and Chief
Executive Officer of the Company, received 8,898,750 shares of the Company in
the merger transaction, as he was a major shareholder of SalesRepCentral.com
prior to the merger.
In November 1999, the Company offered and sold 468,000 shares of common
stock for $321,000. This offering was not accompanied by general advertisement
or general solicitation. The Company relied on Rule 505 of Regulation D as the
basis of exemption from registration, as identified on the Form D filed with
Commission.
Warrants issued to Swartz Private Equity on May 3, 2000 for 648,000 shares
of common stock were issued in reliance on Section 4(2) of the Act.
ITEM 27. EXHIBITS.
Exhibit
No. Description
------- -----------
2.1 Acquisition Agreement and Plan of Merger between Van American Capital,
Ltd. and SalesRepCentral.com, Inc.
2.2 Articles of Merger between Van American Capital, Ltd. and
SalesRepCentral.com, Inc.
3.1 Amended and Restated Articles of Incorporation of Van American Capital,
Ltd.
3.2 Certificate of Amendment of Articles of Incorporation of Van American
Capital, Ltd.
3.3 By-Laws of Van American Capital, Ltd.
3.4 Amendment to By-Laws of SalesRepCentral.com, Inc. (formerly known as
Van American Capital, Ltd.).
4.1 Investor Commitment Warrant dated May 17, 2000.
4.2 Investment Agreement dated June 9, 2000 between the Company and Swartz
Private Equity, LLC.
4.3 Registration Rights Agreement dated June 9, 2000 between the Company
and Swartz Private Equity, LLC.
4.4 Form of Purchase Warrant to be issued to Swartz Private Equity, LLC
pursuant to the Investment Agreement.
5. Opinion of Luce, Forward, Hamilton & Scripps LLP.
II-2
<PAGE>
10.1 Standard Sublease between the Company and Aquarius Medical Corporation.
10.2 Bill of Sale between the Company and Lackey, L.L.C.
10.3 Form of Advertising Contracts between the Company and Blazers Airport
Advertising.
10.4 Form of Advertising Contracts between the Company and Transportation
Media, Inc.
23.1 Consent of Luce, Forward, Hamilton & Scripps LLP (contained in Exhibit
5).
23.2 Consent of Barry L. Friedman, P.C., Independent Auditor for June 30,
1999 audited financial statements for Van American Capital, Ltd. (now
SalesRepCentral.com).
23.3 Consent of Barry L. Friedman, P.C., Independent Auditor for August 31,
1999 audited financial statements for SalesRepCentral.com prior to
merger with Van American Capital, Ltd.
27.1 Financial Data Schedule for the period ending March 31, 2000
(unaudited).
27.2 Financial Data Schedule for the period ending June 30, 1999 (audited).
II-3
<PAGE>
ITEM 28. UNDERTAKINGS.
The undersigned registrant hereby undertakes to:
(1) File, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to:
(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in
the information in the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of the
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
under the Securities Act if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration
statement, and
(iii) Include any additional or changed material information on the
plan of distribution.
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the
securities offered, and the offering of the securities at that time to
be the initial bona fide offering.
(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
Insofar as indemnification for liabilities arising under the Securities Act
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 as expressed in the Securities 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 Securities Act and will be governed by the final adjudication
of such issue.
II-4
<PAGE>
SIGNATURES
In accordance with 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 of filing on Form SB-2 and authorizes this registration
statement to be signed on its behalf by the undersigned, in the City of
Scottsdale, State of Arizona, on June 23, 2000.
SALESREPCENTRAL.COM, INC.
Date: June 23, 2000 By: /s/ Ralph Massetti
----------------------------
Ralph Massetti, President
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.
SIGNATURE TITLE DATE
/s/ Ralph Massetti Chief Executive Officer and Director June 23, 2000
--------------------------
Ralph Massetti
II-5
