UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-SB/A
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS
Pursuant to Section 12(b) or (g) of the Securities and Exchange
Act of 1934
EIGHT BALL CORPORATION, dba Westchester Sports Grill
(Exact name of registrant as specified in its charter)
Nevada 95-4666270
(State of organization) (I.R.S. Employer
Identification No.)
5630 West Manchester Blvd. Los Angeles, CA 90045
(Address of principal executive offices)
Registrants telephone number, including area code
(702) 768-0555
Registrants Agent: Shawn F. Hackman, Esq.,
3360 W. Sahara Ave. Suite 200,
Las Vegas, NV 89102
(702) 732-2253
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
Common
ITEM 1. DESCRIPTION OF BUSINESS
Background
Eight Ball Corporation, dba Westchester Sports Grill (the
Company) is a Nevada corporation formed on October 9, 1997. Its
principal place of business is located at 5630 West Manchester
Blvd., Los Angeles, CA 90045. The Company intends it Westchester
Grill to serve drinks and food in an atmosphere featuring pool
tables, displays of sports memorabilia, and TV monitors which
would mainly show sporting events. The Westchester Grill opened
July, 1998, at that time the company hired seven full time
employees and two part time employees. The Companys President,
Mr. Hernandez is acting as Manager of the Westchester Sports
Grill. Prior to July, 1998, the Company has had no operations.
On October 9, 1997, the Company issued 50,000 shares of its
common stock for $50,000 cash.. On September 15, 1998 the
Company completed a public offering that was offered without
registration under the Securities Act of 1933, as amended, in
reliance upon the exemption from registration afforded by
sections 4(2) and 2(b) of the Securities Act of 1933, as amended
(the Securities Act) and Regulation D promulgated thereunder.
The Company sold 100,000 shares at a price of $0.25 per share for
a total amount raised of $25,000.
Business of Issuer
Principal products or services and their markets:
The Companys mission is to operate its Westchester Sports Grill.
The Westchester Sports Grill serves drinks and food in an
atmosphere featuring pool tables, displays of sports memorabilia,
and TV monitors which mainly shows sporting events.
Distribution methods of the products or services: Products
distributed within the establishment.
Status of any publicly announced new product or service: None
Competitive business conditions and the Companys competitive
position in the industry and methods of competition:
Currently in the immediate vicinity of the Westchester Sports
Grill, there is a Burger King restaurant, a Pollo Loco
restaurant, and a Dennys restaurant. Burger King is a large
chain of restaurants specializing in a limited menu of
hamburgers, fried potatoes, salads, chicken sandwiches,
carbonated beverages, and malted milk drinks which are already
cooked or prepared for immediate delivery. Pollo Loco is another
large chain of restaurants which specialized in a limited menu of
fried chicken, fried potatoes, and a few other items which are
already cooked or prepared for immediate delivery. Dennys is a
large chain of sit-down restaurants which specializes in an
extensive menu of non ethnic foods which must be prepared before
delivery.
The Company believes it can successfully fill a niche in the
local market for a restaurant and bar where middle and high-
income patrons can lounge and drink alcoholic beverages at their
leisure, be entertained by a sports atmosphere and live music,
and eat high-quality American foods which generally are prepared
after ordering.
The Company doesnt believe its present nearby competitors,
Burger King, Pollo Loco, and Dennys, offer comparable food, a
bar serving alcoholic beverages, live entertainment, public
dancing, a relaxed sports-oriented atmosphere featuring
decorations of sports memorabilia, billiard tables, and TV
monitors showing sports events and news.
The Company expects its Westchester Sports Grill patronage to
include tourists, managers and highly paid employees from local
factories and Los Angeles International Airport, students from
the nearby police training center and local colleges, and
residential customers from Westchester. The Company believes
many of its customers from time to time will desire something
more than simply fast food. The Company also believes that an
aggressive advertising campaign, including discount coupons, will
enable it to effectively compete and attract additional
patronage.
Sources and availability of raw materials and the names of
principal suppliers: Local whole sale food distributors.
Dependence on one or a few major customers
The Company intends for its Westchester Sports Grill to serve the
residential, Loyola University, commercial, and tourist
communities in the surrounding area. The restaurants immediate
neighborhood is an industrial, heavy-traffic area. Across one
street is a police training center. Half a mile away is the
Great Forum indoor arena with a maximum seating capacity of
approximately 15,000. One mile away is the Los Angeles
International Airport. The Company anticipates its patronage to
be non-seasonal.
Patents, trademarks, licenses, franchises, concessions, royalty
agreements, or labor contracts, including duration:
The Company anticipates its operations will not depend on
patents, copyrights, trade secrets, know-how or other proprietary
information. Therefore no steps have been undertaken to secure
and protect any intellectual property. The Companys founders
may be required to sign confidentiality agreements and covenants
not to compete. At this time no agreement exists. No
significant license agreements exists, and no such agreements are
expected to exist.
Need for any governmental approval of principal products or
services and, if the Company has not yet received that approval,
the status of the approval within the government approval
process:
According to the facilitys conditional use permit, which was
granted April 17, 1998 by the City of Los Angeles (Case No. ZA
98-0031 (CUZ) (CUX)), public dancing, billiard tables,
restaurant/sports bar, live entertainment, and the sale and
dispensing of alcoholic beverages will be allowed on the
premises. The dance floor may not exceed 100 square feet. No
more than six billiard tables shall be permitted. Occupancy shall
not exceed 125 persons.
Effect of existing or probable governmental regulation on the
business: Governed by FDA
Estimated expenditures for research and development during the
last two years, and the extent to which these costs are borne
directly by customers:
The Company is in a developmental stage. No Company money was
spent on research and development conducted during the last
fiscal year. The Companys founders have donated their own time,
money, and efforts to research and develop the Companys business
plan. No Company money is expected to be spent during the next
year on research and development. The Companys founders will
continue to develop and research the Companys business plan
without monetary compensation. The Companys founders may
receive stock in the Company sometime in the future as
compensation for their business development efforts. The amount
has not been determined at this time.
Costs and effect of compliance with federal, state, and local
environmental laws: No material costs.
Number of total employees and number of full-time employees: The
Company has seven full time employees and two part time
employees.
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS
This statement includes projections of future results and
forward-looking statements as that term is defined in Section
27A of the Securities Act of 1933 as amended (the Securities
Act), and Section 21E of the Securities Exchange Act of 1934 as
amended (the Exchange Act). All statements that are included in
this Registration Statement, other than statements of historical
fact, are forward-looking statements. Although Management
believes that the expectations reflected in these forward-looking
statements are reasonable, it can give no assurance that such
expectations will prove to have been correct. Important factors
that could cause actual results to differ materially from the
expectations are disclosed in this Statement, including, without
limitation, in conjunction with those forward-looking statements
contained in this Statement.
The Company intends for its Westchester Sports Grill to
serve the residential, university, commercial and tourist
communities in the surrounding area. The restaurants immediate
neighborhood is an industrial, heavy-traffic area. Across one
street is a police training center. Half a mile away is the
Great Forum indoor arena with a maximum seating capacity of
approximately 15,000. One mile away is the Los Angeles
International Airport. The Company anticipates its patronage to
be non-seasonal.
The Company plans to have its Westchester Sports Gill open
from 11 a.m. to 2 a.m. Monday through Friday, and 8 a.m. to 2
a.m. Saturday and Sunday. The Company believes these hours are
optimum for attracting its targeted patrons. No persons under 18
years of age shall be allowed within the establishment between
the hours of 10 a.m. and 5 p.m., Monday through Friday, unless
accompanied by an adult. The Company intends its Westchester
Sports Grill to serve alcoholic drinks and food in an atmosphere
featuring billiard tables, displays of sports memorabilia, and TV
monitors which would mainly show sporting events.
At least two licensed uniformed security guards shall
patrol inside and outside the property, including any associated
parking areas. Security personnel shall be on duty continuously
from later than 9 p.m. until one-half hour after closing of the
facility for patron service on all days the facility is open for
business.
The bar and grill in the Westchester Sports Gill total
4,100 square feet in area. However, the Company will not know
the specific maximum allowed seating capacity until construction
is completed and the premises have been inspected by the local
fire department. The propertys conditional use permit, which
was granted April 17, 1998 by the City of Los Angeles, limits
total capacity to 125 patrons.
The Companys target markets include well-paid workers and
managers, college and police training center students, tourists,
and singles who desire quality food and alcoholic beverages
served in a casual sports-oriented atmosphere. Current trends
within the food industry according to the National Restaurant
Association that the Companys menu and facility are designed to
capitalize on are:
Value and convenience continue to drive industry growth. Food
away from home is no longer considered a luxury but a component
of todays convenience-driven lifestyle.
Off -premises dining continues to grow and can be exploited by
providing alcoholic beverages and an American food menu and
advertising that menu and alcoholic beverages locally on a
consistent basis through direct mailings.
The U.S. Census Bureau predicts that in influence of children
will continue to grow in the years ahead in response to the baby-
boomers baby production. Four million children a year in this
country, and that trend is expected to continue through the year
2000.
Ambiance give restaurants a competitive edge. The 1990s have
seen restaurant customers demanding more entertainment for their
dollar which the Company intends to deliver with the sports
atmosphere of its Westchester Sports Grill.
Menu development is important to the management of the
Westchester Sports Grill. The Company intends to re-evaluate its
menu on a regular basis, and all promotional menu items are to be
tracked according to popularity and operating margin. The
Company intends to price and portion its entire menu to reflect a
minimum cost of goods sold.
The Company also intends to monitor competing restaurants
and bars in order to remain competitive. The Company believes
its most important competitive advantage over Burger King, Pollo
Loco, and Dennys is its flexibility with respect to its menu.
The Companys Management, from its many years of experience
in the restaurant business, has learned that food has to touch
all of the senses. The Company plans to offer classic American
fare somewhat different from the food which its three nearby
aforementioned competitors offer. The Company also plans to
design its food to take advantage of the current trends within
the restaurant industry, and will stress freshness as a key
component to its menu
The Company intends that its customers will get their food
prepared their way, within reason, when ordering.
The Company has not yet planned a specific menu, but an
average ticket price of $25.00 per table. The Company may adjust
portion sizes and prices and make other changes to its menu based
on its experience with customers after the Westchester Grill
commences operations.
Prices of the menu items and beverages will be set first
and foremost by the grills overhead, the competitions range of
prices. The Company plans to regularly review the competitions
menu offerings to maintain a competitive stance in the
marketplace and to offer a choice of quality food and beverages
values to its customers. The Companys goal is to maintain a
maximum cost of goods sold in order to maintain an achievable
high net profit margin.
The Company will hold a grand opening, to which it will
invite senior officials.(and their spouses) of local companies,
government agencies, schools, and other organizations within
several miles of the grill to eat, drink, dance to live music,
and socialize.
The Company will promote its live entertainment, quality
food, satisfactory service, and casual sports ambiance in order
to draw in the local repeat patronage as well as tourists and to
establish the Westchester Sports Grill in the community as a
casual restaurant and bar, with alcoholic beverages and quality
food served in a sports-oriented atmosphere. The Companys
advertising strategy includes:
Selecting local business and mass media publications with high
specific market penetration.
Using discount coupons and advertising in the dining section of
the local newspapers.
Scheduling adequate frequency of ads to impact market with menu
items and promotions.
Where possible, position advertising in or near
entertainment/food related editorials.
Promoting its live entertainment which the Company plans to
provide within the limitations of the conditional use permit that
the City of Los Angeles granted April 18, 1998 to its planned
Westchester Sports Grill.
Taking advantage of special high-interest local holiday issues of
local newspapers when possible.
Maximizing advertisement life with monthly and weekly
publications.
Establishing relationships with individuals who are in a position
to recommend the Company or direct business to the Company.
Investigating the establishment of an Internet Web Site with
links to local and possibly appropriate non-local Web sites.
According to the National Restaurant Association, a very
successful trend in 1996 that has continued to attract customers
in 1997 is a valuable added promotional media plan. The Company
plans to specifically target customers directly through local
publications and direct mailings, using the following approaches
Position the Company as an interesting sports grill and bar with
live entertainment, dancing, quality food, and alcoholic
beverages.
Favorably compare the Companys expertise, advantages, services
and products with other restaurants and bars. To be effective
and to present a professional image to prospective patrons, the
Company expects its advertisements and marketing representatives
to include reliance on a history of professional conduct,
meticulous attention to detail, and a documented record of
satisfaction by past patrons.
Develop a sustained public relations effort in conjunction with
ongoing contact with key editors and top-level reporters in local
mass media.
Invite the more influential reporters and editors from pertinent
industry publications and/or mass media for visits to the
Companys planned Westchester Sports Grill. During a visit, each
of the guests would receive a complete briefing on the
Westchester Sports Grill, an opportunity to interview the
Companys President and staff, and samples of the food and
beverages. If logistics or timing is a problem with the
interviews, then the Company could possible arrange interviews at
local trade shows and fairs.
Participate in appropriate local trade shows and fairs. To
reduce costs, the company may participate in other companies
booths as joint ventures.
Produce a comprehensive Company sales presentation incorporating
computer slides, photograph albums, video tapes, audio cassettes,
binder, a letter of introduction, and brochures. Combinations of
this material to be used as the primary public relations tool for
all target media editorial contact. The Company expects such a
presentation will also be effective for inclusion in press kits
and sales packages.
Track, wherever possible, the incremental revenue generated from
it advertising, promotion and publicity efforts. The Company
anticipates a portion of sales will be generated directly from
its promotions, and another portion of indirect increase in sales
through various channels.
Form strategic alliances with other companies in the restaurant
and bar industries and other related industries. These
relationships may allow the Company of offer inducements and
discounts to special patron categories and to generate leads for
future customers.
Develop a regular and consistent menu and activity update program
for the major target media, keeping key editors abreast of the
Companys menus and activities.
Establish contact with editorial staff for the purpose of being
included in restaurant and bar round-ups in the mass media,
where competing restaurant and bar services are compared. The
Company expects such exposure to build credibility and market
acceptance.
Management
The Companys founders possess many years of restaurant and
retail experience between them. They understand the importance of
a strong management team which believes in day-to-day hands-on
operational management covering all shifts. The Company also
believes in an experienced supporting advisory management team
making up the Companys Board of Directors.
In addition to the management of day-to-day operations, the
Companys Officers plan to:
Oversee menu development, purchasing, portioning, pricing and
inventory control including approval of all financial obligations
of the company.
Plan, develop, and establish customer service policies and
objectives as well as plan and establish all employee-related
policies.
Hire and fire all employees of the Company
Manage working capital including receivables, inventory, cash and
marketable securities.
Perform financial forecasting including capital budgeting, cash
flow analysis, pro forma financial statements, and external
financing requirements.
Prepare financial analysis of operations for guidance of
management, including the preparation of reports which outline
companys financial position in areas of income, expenses, and
earnings, based on past, present and future operations.
Prepare budgets and financial forecasts and arrange for audits of
companys accounts.
The duties of some types of the Companys officers and employees
are summarized as follows:
PRESIDENT: Manages menu planning, advertising, public relations,
sales and promotion, merchandising, and training. Identifies and
researches new markets. Identifies and set strategy for reaching
new markets. Evaluates competition.
DIRECTOR OF MARKETING AND ENTERTAINMENT: Prepares and implements
marketing plans and budgets. Formulates and purses publicity
strategies. Generates and maintains lists of contacts. Tracks
and identifies successful sales tactics. Assists with
interviewing and hiring personnel. Designs and places
advertisements and discount coupons. Arranges visits and
interviews with mass media representatives and reporters.
Selects, interviews, auditions, hires, and schedules live
entertainment.
DIRECTOR OF FOOD AND BEVERAGES: Purchases food and beverages.
Plans and prints menus and beverage selections. Interview, hires
and trains wait staff, chefs, cashiers, bartenders, and
dishwashers. Monitors and assures quality of food and beverages.
Sets and maintains sanitary standards. Ensures compliance with
local health district regulations. Provides assistance where and
when needed during peak periods and/or during temporary personnel
shortages.
From time to time, the Company may combine, rearrange, or assign
new duties and responsibilities among its employees and officers.
The Company plans to keep the Westchester Sports Grill open a
minimum of 360 days out of the year and use a minimum of two full
shifts of personnel. The company believes peak business at its
Westchester Sports Grill business will occur form Friday through
Sunday, all day; lunch during the week and at night to the local
residents, factory and office employees, police training center
and university students and staff, and tourists. The Company
plans to add additional staff as the business cycle dictates.
The Company believes continued success will be heavily dependent
on the quality of its service and food. It must, therefore,
assure that its employees provide a consistently high level of
service from the beginning. The Company plans to hire only
experienced qualified people and ensure that its staff are
adequately trained.
The Company believes that its customers will emphasize service
and support as one of their major concerns. The Company believes
that they will be impressed with the fast, full service that it
plans to provide. The Company particularly believes that they
will be delighted with being able to modify menu selections to a
reasonable degree, when ordering. The purpose for this service
is to assure customer satisfaction and loyalty and to create
satisfied word of mouth advertising.
The Company plans to demand that its wait-staff provide the very
best in quality services to the customer making certain that they
are happy and satisfied with their dining and bar experiences.
The Company plans to ensure that its personnel are thoroughly
trained and undergo regular performance evaluations.
The Company anticipates that none of the Company employees will
be subject to collective bargaining agreements. None of the
Companys employees are on strike, or have been in the past three
years. The Company is not aware of any existing or threatened
strikes or workers disputes.
Sales commissions, bonuses, and corporate stock may be offered to
employees as supplemental benefits or incentive arrangements. At
this time, the Company currently offers no such benefits, and no
plant to offer such benefits exist.
ITEM 3. DESCRIPTION OF PROPERTY.
The company currently has a five year lease for 4,100 square feet
of space at 5630 West Manchester Avenue, Los Angeles, CA 90045
for $ 4,864.00 per month.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
The following table sets forth each person known to the Company,
as of October 5, 1998, to be a beneficial owner of five percent
(5%) or more of the Companys common stock, by the Companys
directors individually, and by all of the Companys directors and
executive officers as a group. Except as noted, each person has
sole voting and investment power with respect to the shares
shown.
Title of Name/Address Shares Percentage
Class Of Owner Beneficially Ownership
Owned
Common Jose F. Garcia 50,000 33%
3655 Campbell Road
Las Vegas, NV 89129
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL
PERSONS
The members of the Board of Directors of the Company serve until
the next annual meeting of the stockholders, or until their
successors have been elected. The officers serve at the pleasure
of the Board of Directors.
There are no agreements for any officer or director to resign at
the request of any other person, and none of the officers or
directors named below are acting on behalf of, or at the
direction of, any other person.
The Companys officers and directors will devote their time to
the business on an as-needed basis, which is expected to
require 5-10 hours per month.
Information as to the directors and executive officers of the
Company is as follows:
Name/Address Age Position
Alfonso Hernandez 30 President/Director
3655 Campbell Rd.
Las Vegas, NV 89129
John Harred 30 Secretary
3655 Campbell Rd.
Las Vegas, NV 89129
Eduardo Vega 31 Treasurer
3655 Campbell Rd.
Las Vegas, NV 89129
Alfonso Hernandez 67 Director
3655 Campbell Rd.
Las Vegas, NV 89128
Jose F. Garcia 53 Director
3655 Campbell Rd.
Las Vegas, NV 89129
Alfonso Hernandez; President/Director
Alfonso Hernandez, Jr., age 30, is President and a Director of
the Company. Los Ponchos Grill, Westwood, CA. Owner and manager
1992 to present.
EDUCATION
Degree earned in business administration in 1990, Loyola
Marymount University, Los Angeles, CA
John Harred ; Secretary
Central Fish and Oyster dba the Fish Market, Los Angeles, CA.
General Manger 1994 to present. Duties include purchasing and
staff supervision.
Quality Food, Los Angeles, CA. Manager 1996 to present. Duties
included sales and distribution.
EDUCATION
B.S. Biology, Loyola Marymount University, Los Angeles, CA.
Degree granted in 1992.
Eduardo Vega; Treasurer
3XL Security, Los Angeles, CA. Owner and operator 1997 to
present. Duties included personal security and security for
movie sets and production.
NFL Arizona Cardinals, Phoenix, AZ. Professional football player
1992 to 1993. Duties included physical conditioning, football
training, and playing professional football.
Whiskey A Go Go and Roxy night clubs, Hollywood, CA. Security
guard 1993 to 1997.
EDUCATION
Graduate in physical education, Memphis University, Memphis,
TN,1991
Alfonso Hernandez, Sr.; Director
Hacienda del Rey restaurant, Los Angeles, CA. Owner and manager
1965 to present.
Jose F. Garcia; Director
Desert Professional Service, Las Vegas, Nevada. Mortgage broker
1993 to present. Responsibilities include bringing investors and
borrowers to work out transactions, drawing mortgages, and
supervising loan officers.
Mobil Oil Corporation convenience store and service station,
Phoenix, Arizona. Owner and manager 1992 to present. Duties
include monitoring and maintaining inventory. Organizing and
evaluating garage procedures, maintaining efficient work flow,
coordinating work schedules, supervising mechanics, purchasing
and accounting.
Mobil Oil Corporation convenience store and service station, Los
Angeles, California. Owner and manager 1985 to 1989. Duties
include monitoring and maintaining inventory, organizing and
evaluating garage procedures, maintaining efficient work flow,
coordinating work schedules, supervising mechanics, purchasing
and accounting.
Rollfreight Systems, Los Angeles, California. Member of Board of
Directors 1984. Company transports freight.
Chain of three automobile repair and service stations, Los
Angeles, California. Owner and manager 1970 to 1969.
Responsible for preparing work schedules, keeping production
machinery in repair, interpreting statistics on raw materials and
final products,
Rheem Manufacturing Company, Los Angeles, California. Printed
Circuit Department manager 1965 to 1969. Responsible for
preparing work schedules, keeping production machinery in repair,
interpreting statistics on raw materials and final products,
supervising and training personnel, review, evaluate, and
maintain production flow, keeping records of labor, and analyze
data on costs and market conditions.
EDUCATION
Bachelor of Science and Letters, Joan of Arc School, Guatemala
City, Guatemala 1962. University of San Carlos Law School,
Guatemala City, Guatemala 1962 to 1963. Los Angeles City
College, Los Angeles, California 1965.
There is no family relationship between any of the officers and
directors of the Company other than Alfonso Hernandez, Sr. and
Alfonso Hernandez, Jr. who are father and son. The Companys
Board of Directors has not established any committees.
Conflicts of Interest
Insofar as the officers and directors are engaged in other
business activities, management anticipates it will devote only a
minor amount of time to the Companys affairs. The officers and
directors of the Company may in the future become shareholders,
officers or directors of other companies which may be formed for
the purpose of engaging in business activities similar to those
conducted by the Company. The Company does not currently have a
right of first refusal pertaining to opportunities that come to
managements attention insofar as such opportunities may relate
to the Companys proposed business operations.
The officers and directors are, so long as they are officers or
directors of the Company, subject to the restriction that all
opportunities contemplated by the Companys plan of operation
which come to their attention, either in the performance of their
duties or in any other manner, will be considered opportunities
of, and be made available to the Company and the companies that
they are affiliated with on an equal basis. A breach of this
requirement will be a breach of the fiduciary duties of the
officer or director. Subject to the next paragraph, if a
situation arises in which more than one company desires to merge
with or acquire that target company and the principals of the
proposed target company have no preference as to which company
will merge or acquire such target company, the company of which
the President first became an officer and director will be
entitled to proceed with the transaction. Except as set forth
above, the Company has not adopted any other conflict of interest
policy with respect to such transactions.
Investment Company Act of 1940
Although the Company will be subject to regulation under the
Securities Act of 1933 and the Securities Exchange Act of 1934,
management believes the Company will not be subject to regulation
under the Investment Company Act of 1940 insofar as the Company
will not be engaged in the business of investing or trading in
securities. In the event the Company engages in business
combinations which result in the Company holding passive
investment interests in a number of entities, the Company could
be subject to regulation under the Investment Company Act of
1940. In such event, the Company would be required to register as
an investment company and could be expected to incur significant
registration and compliance costs. The Company has obtained no
formal determination from the Securities and Exchange Commission
as to the status of the Company under the Investment Company Act
of 1940 and, consequently, any violation of such Act would
subject the Company to material adverse consequences.
ITEM 6. EXECUTIVE COMPENSATION
None of the Companys officers and/or directors receive any
compensation for their respective services rendered to the
Company, nor have they received such compensation in the past.
They have agreed to act without compensation until authorized by
the Board of Directors, which is not expected to occur until the
Registrant has generated revenues from operations. As of the date
of this registration statement, the Company has no funds
available to pay directors. Further, none of the directors are
accruing any compensation pursuant to any agreement with the
Company.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None
ITEM 8. LEGAL PROCEEDINGS
The Company is not a party to any material pending legal
proceedings and, to the best of its knowledge, no such action by
or against the Company has been threatened.
ITEM 9. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
The Companys common stock is not quoted on the over-the-counter
market in the United States under the symbol . Management has not
undertaken any discussions, preliminary or otherwise, with any
prospective market maker concerning the participation of such
market maker in the after-market for the Companys securities and
management does not intend to initiate any such discussions until
such time as the Company has consummated a merger or acquisition.
There is no assurance that a trading market will ever develop or,
if such a market does develop, that it will continue.
Market Price
The Registrants Common Stock is not quoted at the present time.
Effective August 11, 1993, the Securities and Exchange Commission
adopted Rule 15g-9, which established the definition of a penny
stock, for 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 persons 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 persons account for transactions in penny stocks, the broker
or dealer must (i) obtain financial information and investment
experience and objectives of the person; and (ii) make a
reasonable determination that the transactions in penny stocks
are suitable for that person and that 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 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.
The National Association of Securities Dealers, Inc. (the
NASD), which administers NASDAQ, has recently made changes in
the criteria for initial listing on the NASDAQ Small Cap market
and for continued listing. For initial listing, a company must
have net tangible assets of $4 million, market capitalization of
$50 million or net income of $750,000 in the most recently
completed fiscal year or in two of the last three fiscal years.
For initial listing, the common stock must also have a minimum
bid price of $4 per share. In order to continue to be included on
NASDAQ, a company must maintain $2,000,000 in net tangible assets
and a $1,000,000 market value of its publicly-traded securities.
In addition, continued inclusion requires two market-makers and a
minimum bid price of $1.00 per share.
Management intends to strongly consider undertaking a transaction
with any merger or acquisition candidate which will allow the
Companys securities to be traded without the aforesaid
limitations. However, there can be no assurances that, upon a
successful merger or acquisition, the Company will qualify its
securities for listing on NASDAQ or some other national exchange,
or be able to maintain the maintenance criteria necessary to
insure continued listing. The failure of the Company to qualify
its securities or to meet the relevant maintenance criteria after
such qualification in the future may result in the discontinuance
of the inclusion of the Companys securities on a national
exchange. In such events, trading, if any, in the Companys
securities may then continue in the non-NASDAQ over-the-counter
market. As a result, a shareholder may find it more difficult to
dispose of, or to obtain accurate quotations as to the market
value of, the Companys securities.
Holders
There are 29 holders of the Companys Common Stock. On October
9, 1997 the Company issued 50,000 shares of its common stock for
$50,000 cash. On September 15, 1998, the Company completed a
public offering. The Company sold 100,000 shares at a price of
$0.25 per shares for a total amount raised of $25,000, pursuant
to Rule 504 of Regulation D.. All of the issued and outstanding
shares of the Companys Common Stock were issued in accordance
with the exemption from registration afforded by Section 4(2) of
the Securities Act of 1933.
Dividends
The Registrant has not paid any dividends to date, and has no
plans to do so in the immediate future.
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES.
With respect to the sales made, the Registrant relied on Section
4(2) of the Securities Act of 1933, as amended. No advertising or
general solicitation was employed in offering the shares. The
securities were offered for investment only and not for the
purpose of resale or distribution, and the transfer thereof was
appropriately restricted.
In general, under Rule 144, a person (or persons whose shares are
aggregated) who has satisfied a one year holding period, under
certain circumstances, may sell within any three-month period a
number of shares which does not exceed the greater of one percent
of the then outstanding Common Stock or the average weekly
trading volume during the four calendar weeks prior to such sale.
Rule 144 also permits, under certain circumstances, the sale of
shares without any quantity limitation by a person who has
satisfied a two-year holding period and who is not, and has not
been for the preceding three months, an affiliate of the Company.
ITEM 11. DESCRIPTION OF SECURITIES.
Common Stock
The Companys Articles of Incorporation authorizes the issuance
of 50,000,000 shares of Common, of which 150,000 are issued and
outstanding. The shares are non-assessable, without pre-emptive
rights, and do not carry cumulative voting rights. Holders of
common shares are entitled to one vote for each share on all
matters to be voted on by the stockholders. The shares are fully
paid, non-assessable, without pre-emptive rights, and do not
carry cumulative voting rights. Holders of common shares are
entitled to share ratably in dividends, if any, as may be
declared by the Company from time-to-time, from funds legally
available. In the event of a liquidation, dissolution, or winding
up of the Company, the holders of shares of common stock are
entitled to share on a pro-rata basis all assets remaining after
payment in full of all liabilities.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company and its affiliates may not be liable to its
shareholders for errors in judgment or other acts or omissions
not amounting to intentional misconduct, fraud, or a knowing
violation of the law, since provisions have been made in the
Articles of incorporation and By-laws limiting such liability.
The Articles of Incorporation and By-laws also provide for
indemnification of the officers and directors of the Company in
most cases for any liability suffered by them or arising from
their activities as officers and directors of the Company if they
were not engaged in intentional misconduct, fraud, or a knowing
violation of the law. Therefore, purchasers of these securities
may have a more limited right of action than they would have
except for this limitation in the Articles of Incorporation and
By-laws.
The officers and directors of the Company are accountable to the
Company as fiduciaries, which means such officers and directors
are required to exercise good faith and integrity in handling the
Companys affairs. A shareholder may be able to institute legal
action on behalf of himself and all others similarly stated
shareholders to recover damages where the Company has failed or
refused to observe the law.
Shareholders may, subject to applicable rules of civil procedure,
be able to bring a class action or derivative suit to enforce
their rights, including rights under certain federal and state
securities laws and regulations. Shareholders who have suffered
losses in connection with the purchase or sale of their interest
in the Company in connection with such sale or purchase,
including the misapplication by any such officer or director of
the proceeds from the sale of these securities, may be able to
recover such losses from the Company.
ITEM 13. FINANCIAL STATEMENTS.
The financial statements and supplemental data required by this
Item 13 follow the index of financial statements appearing at
Item 15 of this Form 10-SB.
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
The Registrant has not changed accountants since its formation,
and Management has had no disagreements with the findings of its
accountants.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS.
FINANCIAL STATEMENTS
Report of Independent Auditors,
Kurt D. Saliger, dated February 19, 1999
Balance Sheet as of 1998 and 1997
Statement of Operation for the years ended 1998 and 1997
Statement of Stockholders Equity
Statement of Cash Flows for the years ended 1998 and 1997
Notes to Financial Statements
PART III.
ITEMS 1 and 2. INDEX TO EXHIBITS; DESCRIPTION OF EXHIBITS.
The Exhibits required by Item 601 of Regulation S-B, and an
index thereto, are attached.
EIGHT BALL CORPORATION
FINANCIAL STATEMENTS
JUNE 30, 1999
EIGHT BALL CORPORATION
CONTENTS
Page No.
Independent Auditor's Report 1
Financial Statements
Balance Sheet Statement of Operations 2
Statement of Changes in Stockholders' Equity 3
Statement of Cash Flows 4
Notes to Financial Statements 5
6-7
<PAGE> 1
KURT D. SALIGER, CPA.
Certified Public Accountant
5000 West Oakey, Suite A-4
Las Vegas, Nevada
(702) 367-1988
INDEPENDENT AUDITOR'S REPORT
Board of Directors
Eight Ball Corporation
Las Vegas, Nevada
I have audited the accompanying balance sheet of Eight Ball
Corporation, as of June 30, 1999 and the related statements of
operations, stockholders, equity and cash flows for the six
months then ended. These financial financial statements are the
responsibility of the Company's management. My responsibility is
to express an opinion opinion on these financial statements based
on my audit.
I conducted my audit in accordance with generally accepted
auditing standards. Those standards require that I plan and
perform the audit to obtain reasonable assurance about whether
the financial 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 Eight
Ball Corporation at June 30, 1999 and the results of their
operations their cash flows for the six months then ended in
conformity with generally accepted accounting principles.
By:/s/Kurt D. Saliger
Kurt D. Saliger, C.P.A.
July 24, 1999
<PAGE> 2
Eight Ball Corporation
Balance Sheet
June 30, 1999
CURRENT ASSETS
Cash $ 1,347
Inventory Accounts 6,202
Receivable 0
TOTAL CURRENT ASSETS 7,549
PROPERTY AND EQUIPMENT, NET 25,149
OTHER ASSETS 0
TOTAL ASSETS 32,698
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable 10,845
Accrued Liabilities 41,839
Current Portion, Long Term Debt 0
TOTAL CURRENT LIABILITIES 52,684
LONG-TERM DEBT 0
STOCKHOLDERS' EQUITY
Common Stock, $.001 par value authorized
50,000,000 shares; issued and outstanding 150
150,000 shares June 30, 1999
Additional Paid In Capital 74,850
Retained Earnings (Deficit) (94,986)
TOTAL STOCKHOLDERS' EQUITY (19,986)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 32,698
See accompanying notes to financial statements.
<PAGE> 3
EIGHT BALL CORPORATION
STATEMENT OF OPERATIONS
From January 1, 1999 to June 30, 1999
REVENUES $ 88,075
COSTS OF REVENUES (48,213)
GROSS PROFIT 39,862
OPERATING EXPENSES
Selling, general and administrative 68,877
Depreciation 3,144
TOTAL OPERATING EXPENSES 72,159
INCOME (LOSS) FROM OPERATIONS (32,159)
OTHER INCOME (EXPENSES)
Gain on sale of assets 0
Interest expense 0
INCOME (LOSS) BEFORE INCOME TAXES (32,159)
Income Taxes 0
NET PROFIT (LOSS) (32,159)
NET PROFIT (LOSS) PER SHARE (0.2144)
AVERAGE NUMBER OF SHARES OF COMMON STOCK 150,000
OUTSTANDING
See accompanying notes to financial statements.
<PAGE> 4
EIGHT BALL CORPORATION
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
June 30, 1999
Common Stock
Number Additional Retained
of Paid In Earnings
Shares Amount Capital (Deficit)
Balance January
1, 1997 0 $ 0 $0 $0
October 9, 1997
issued for cash 50,000 $50 $49,950
Net (Loss) for
the period
October 9, 1997
(Inception) to
December 31, 1997 ($1,227)
Balance
Dec. 31, 1999 50,000 $50 $49,950 ($1,227)
September 15,
1998 public
offering
Regulation D
issued for cash 100,000 $100 $24,900
Net (Loss)
January 1, 1998
to
December 31, 1998 ($61,600)
Balance
December 31, 1998 150,000 $150 $74,850 ($62,827)
Net (Loss)
January 1, 1999
to June 30, 1999 ($32,159)
Balance
June 30, 1999 150,000 $150 $74,850 ($94,986)
see accompanying notes to financial statements.
<PAGE> 5
EIGHT BALL CORPORATION
STATEMENTS OF CASH FLOWS
From January 1, 1999 to June 30, 1999
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss) ($32,159)
Adjustments to reconcile net income (loss)
to cash provided by operating activities: 3,144
Depreciation 3,144
Decrease in accounts receivable 0
Decrease in inventory 458
Increase in accounts payable 4,311
Increase in accrued liabilities 24,952
Net cash provided by operating activities 706
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment 0
Net cash (used in) investing activities 0
CASH FLOWS FROM FINANCING ACTIVITIES
Issue common stock 0
Net increase (decrease) in cash 706
Cash, January 1, 1999 641
Cash, June 30, 1999 1,347
See accompanying notes to financial statements.
<PAGE> 6
EIGHT BALL CORPORATION
NOTES TO FINANCIAL STATEMENTS
June 30, 1999
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized October 9, 1997 under the laws of the
State of Nevada, under the name Eight Ball Corporation. The
Company operates in the pool hall and restaurant industries.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Method
The Company records income and expenses on the accrual method of
accounting.
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, disclosure of contingent assets and
liabilities, and the rerported amounts of revenue and expenses
during the reporting period. Actual results could differ from
those estimates.
Cash and equivalents
For the statements of cash flows, all highly liquid investments
with a maturity of three months or less are considered to be cash
equivalents. There were no cash equivalents as of June 30, 1999.
Inventory
Inventories are stated at the lower of cost (which approximates
first-in, first-out cost) or market.
Property and equipment
Property and equipment is stated at cost. Depreciation is
recorded using the straight-line method over the estimated useful
life of the asset of three to seven years.
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
differences between financial and tax reporting. Deferred tax
expense (benefit) results from the net change during the year of
deferred tax assets and liabilities.
<PAGE> 7
EIGHT BALL CORPORATION
NOTES TO FINANCIAL STATEMENTS (continued)
June 30, 1999
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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 resulted if dilutive
common stock equivalents had been converted to common stock. As
of June 30, 1999, the Company had no dilutive common stock
equivalents such as stock options.
NOTE 3 - STOCKHOLDERS' EQUITY
The authorized common stock of Eight Ball Corporation consists of
50,000,000 shares with a par value of $0.001 per share.
On October 9, 1997, the Company issued 50,000 shares of its
common stock for $50,000 cash.
On September 15, 1998, the Company completed a public offering
that was offered without registration under the Securities Act of
1933, as amended, in reliance upon the exemption from
registration afforded by sections 4 (2) and 2 (b) of the
Securities Act and Regulation D promulgated thereunder. The
Company sold 100,000 shares at a price of $0.04 per share for a
total amount raised of $25,000.
NOTE 4 - COMMITMENTS AND CONTINGENCIES
Operating leases
The Company leases retail space for its restaurant and pool hall.
The facility lease is for a period of two years and five months.
The lease provides a renewal option of two five year additional
terms. Total rent expense was $14,300 for the period ended June
30, 1999.
Estimated future minimum lease payments as of June 30, 1999 are
as follows:
Year ending December 31, 1999 $37,852
Year ending December 31, 2000 17,384
Year ending December 31, 2001 0
Year ending December 31, 2002 0
Year ending December 31, 2003 0
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
EIGHT BALL CORPORATION,
dba Westchester Sports Grill
By: /s/Alfonso Hernandez, JR.
Alfonso Hernandez, Jr., President
