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
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
Class
Name/Address
of Owner
Shares
Beneficially
Owned
Percentage
Ownership
Common
Jose F. Garcia
3655 Campbell Road
Las Vegas, NV 89129
50,000
33%
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.
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
Dated: June 4, 1999 By: /s/Alfonso Hernandez, Jr.
Alfonso Hernandez, Jr., President
Special Power of Attorney
The undersigned constitute and appoint Alfonso Hernandez,
Jr. their true and lawful attorney-in-fact and agent with full
power of substitution, for him and in his name, place, and stead,
in any and all capacities, to sign any and all amendments,
including post-effective amendments, to this Form 10-SB
Registration Statement, and to file the same with all exhibits
thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting such attorney-in-
fact the full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully and to all intents and purposes as
he might or could do in person, hereby ratifying and confirming
all that such attorney-in-fact may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1934,
this registration statement has been signed by the following
persons in the capacities and on the dates indicated:
Signature
Title
Date
/s/ Alfonso Hernandez, Sr.
Alfonso Hernandez, Sr.
Director
March 11,
1999
/s/John Harred
John Harred
Secretary
March 11,
1999
/s/ Eduardo Vega
Eduardo Vega
Treasurer
March 11,
1999
/s/Jose F. Garcia
Jose F. Garcia
Director
March 11,
1999
EXHIBIT INDEX
Exhibit
Number
Description
Method of Filing
3.1
Articles of Incorporation
See Below
3.2
Bylaws
See Below
24
Special Power of Attorney
See Signature Page
99.1
Report and Financial Statements
See Below
ARTICLES OF INCORPORATION
Of
Eight Ball Corporation
Know all men by these present;
That the undersigned, have this day voluntarily associated
ourselves together for the purpose of forming a corporation under
and pursuant to the provisions of Nevada Revised Statutes 78.010.
to Nevada Revised Statues 78.090 inclusive, as amended, and
certify that;
1. The name of this corporation is: Eight Ball Corporation
2. Offices for the transaction of any business of the
Corporation, and where meetings of the Board of Directors and of
Stockholders may be held, may be established and maintained in
any part of the State of Nevada, or in any other state,
territory, or possession of the United States.
3. The nature of the business is to engage in any lawful
activity.
4. The Capital Stock shall consist of50,OOO,OOO shares of common
stock, $0.001 par value.
5. . The members of the governing board of the corporation shall
be styled directors, of which there shall be no less than 1 nor
more than 9. The Directors of this corporation need not be
stockholders. The first Board of Directors is: Jose F. Garcia
whose address is 3655 Campbell Road, Las Vegas, NV 89129.
6. This corporation shall have perpetual existence.
The name and address of each of the incorporators signing these
Articles of Incorporation are as follows: Jose F. Garcia whose
address is. 3655 Campbell Rd.. NV 89129.
7. This Corporation shall have a president. a secretary , a
treasurer. and a resident agent. to be chosen by the Board of
Directors. any person may hold two or more offices.
8. The resident agent of this Corporation shall be Cathy Souers.
1700 E. Desert Inn #100, Las Vegas. NV 89109.
9. The Capital Stock of the corporation, after the fixed
consideration thereof has been paid or performed, shall not be
subject to assessment, and the individual liable for the debts
and liabilities of the Corporation. and the Articles of
Incorporation shall never be amended as the aforesaid provisions.
10. No director or officer of the corporation shall be
personally liable to the corporation of any of its stockholders
for damages for breach of fiduciary duty as a director or officer
involving any act or omission of any such director or officer
provided. however. that the foregoing provision shall not
eliminate or limit the liability of a director or officer for
acts or omissions which involve intentional misconduct, fraud or
a knowing violation of law, or the payment of dividends in
violation of Section 78.300 of the Nevada Revised Statutes. Any
repeal or modification of this Article of the Stockholders of the
Corporation shall be prospective only. and shall not adversely
affect any limitation on the personal liability of a director of
officer of the Corporation for acts or omissions prior to such
repeal or modification.
I, the undersigned, being the incorporator herein above named for
the purpose of forming a corporation pursuant to the general
corporation law of the State of Nevada, do make and file these
Articles of Incorporation, hereby declaring and that the facts
within stated are true, and accordingly have hereunto set my hand
this 9th day of Oct., 1997.
By:/S/ Jose F. Garcia
Jose F. Garcia
3655 Campbell Road
Las Vegas, NV 89129
State of NEVADA )
)ss
County of CLARK )
On 10-9-97, Jose F. Garcia, personally appeared known to me to be
the person whose name is acknowledged that he executed the
instrument. before me, subscribed to above instrument who
acknowledged that he executed the instrument before me, a notary
public.
/S/ Cathy Souers
Cathy Souers
CERTIFICATE OF ACCEPTANCE OF APPOINTMENT
BY RESIDENT AGENT
In the matter of Eight Ball Corporation I, Cathy Souers, with
address at: 1700 E. Desert Inn, City of LAS VEGAS, County of
CLARK, State of NEVADA 89109, hereby accept appointment as
Resident Agent of the above-entitled corporation in accordance
with NRS 78.090.
FURTHERMORE, that the principal office in this State is located
at 1700 E. Desert Inn #100, City of LAS VEGAS County of CLARK,
State of NEVADA 89109.
IN WITNESS WHEREOF, I have hereunto set my hand this 9TH day of
Oct.,1997
/S/Cathy Souers
RESIDENT AGENT
NRS 78.090 Except any period of vacancy described in NRS 78.097,
every- corporation shall have a resident agent, who may wither a
natural person or a corporation, resident or located in this
State, in charge of its principal office. The resident agent may
be any bank or banking corporation, or other corporation. located
and doing business in this State... The certificate of acceptance
must be filed at the time of the initial filing of the corporate
papers.
BY-LAWS
OF
EIGHT BALL CORP.
ARTICLE I
SECTION 1. The annual meeting of the stockholders of the Company
shall be held at its office in the City of Las Vegas, Clark
County, Nevada, at 10:00 oclock in the Morning on the ninth day
of October in each year, if not a legal holiday, and if a legal
holiday, then on the next succeeding day not a legal holiday,
for the purpose of electing directors of the company to serve
during the ensuing year and for the transaction of such other
business as may be brought before the meeting.
At least five days written notice specifying the time and place,
when and where, the annual meeting shall be convened, shall be
mailed in a United States Post Office addressed to each of the
stockholders of record at the time of issuing the notice at his
or her, or its address last known, as the same appears on the
books of the company.
SECTION 2. Special meetings of the stockholders may be held at
the office of the company in the State of Nevada , or elsewhere,
whenever called by the President, or by the Board of Directors,
or by vote of, or by an instrument in writing signed by the
holders of 10% of the issued and outstanding capital stock of the
company. At least ten days written notice of such meeting,
specifying the day and hour and place, when and where such
meeting shall be convened, and objects for calling the same,
shall be mailed in a United States Post Office, addressed to each
of the stockholders of record at the time of issuing the notice,
at his or her or its address last known, as the same appears on
the books of the company.
SECTION 3. If all the stockholders of the company shall waive
notice of a meeting, no notice of such meeting shall be required,
and whenever all of the stockholders shall meet in person or by
proxy, such meeting shall be valid for all purposes without call
or notice, and at such meeting any corporate action may be taken.
The written certificate of the officer or officers calling any
meeting setting forth the substance of the notice, and the time
and place of the mailing of the same to the several stockholders,
and the respective addresses to which the same were mailed, shall
be prima facie evidence of the manner and fact of the calling and
giving such notice.
If the address of any stockholder does not appear upon the books
of the company, it will. be sufficient to address any notice to
such stockholder at the principal office of the corporation.
SECTION 4. All business lawful to be transacted by the
stockholders of the company , may be transacted at any special
meeting or at any adjournment thereof. Only such business,
however, shall be acted upon at special meeting of the
stockholders as shall have been referred to in the notice calling
such meetings, but at any stockholders meeting at which all of
the outstanding capital stock of the company is represented,
either in person or by proxy , any lawful business may be
transacted, and such meeting shall be valid for all purposes.
SECTION 5. At the stockholders meetings the holders of fifty-one
percent ( 51 %) in amount of the entire issued and outstanding
capital stock of the company, shall constitute a quorum for all
purposes of such meetings.
If the holders of the amount of stock necessary to constitute a
quorum shall fail to attend, in person or by proxy, at the time
and place fixed by these By-Laws for any annual meeting, or fixed
by a notice as above provided for a special meeting, a majority
in interest of the stockholders present in person or by proxy may
adjourn from time to time without notice other than by
announcement at the meeting, until holders of the amount of stock
requisite to constitute a quorum shall attend. At any such
adjourned; meeting at which a quorum shall be present, any
business may be transacted which might have been transacted as
originally called.
SECTION 6. At each meeting of the stockholders every stockholder
shall be entitled to vote in person or by his duly authorized
proxy appointed by instrument in writing subscribed by such
stockholder or by his duly authorized attorney. Each stockholder
shall have one vote for each share of stock standing registered
in his or her or its name on the books of the corporation, ten
days preceding the day of such meeting. The votes for directors,
and upon demand by any stockholder, the votes upon any question
before the meeting, shall be viva voce.
At each meeting of the stockholders, a full, true and complete
list, in alphabetical order, of all the stockholders entitled to
vote at such meeting, and indicating the number of shares held by
each, certified by the Secretary of the Company , shall be
furnished, which list shall be prepared at least ten days before
such meeting, and shall be open to the inspection of the
stockholders, or their agents or proxies, at the place where such
meeting is to be held, and for ten days prior thereto. Only the
persons in whose names shares of stock are registered on the
books of the company for ten days preceding the date of such
meeting, as evidenced by the list of stockholders, shall be
entitled to vote at such meeting. Proxies and powers of Attorney
to vote must be filed with the Secretary of the Company before an
election or a meeting of the stockholders, or they cannot be used
at such election or meeting.
SECTION 7. At each meeting of the stockholders the polls shall be
opened and closed; the proxies and ballots issued, received, and
be taken in charge of, for the purpose of the meeting, and all
questions touching the qualifications of voters and the validity
of proxies, and the acceptance or rejection of votes, shall be
decided by two inspectors. Such inspectors shall be appointed at
the meeting by the presiding officer of the meeting.
SECTION 8. At the stockholders meetings, the regular order of
business shall be as follows:
1. Reading and approval of the Minutes of previous meeting or
meetings;
2. Reports of the Board of Directors, the President, Treasurer
and Secretary of the Company in the order named;
3. Reports of Committee;
4. Election of Directors;
5. Unfinished Business;
6. New Business
7. Adjournment
ARTICLE II
DIRECTORS AND THEIR MEETINGS
SECTION 1. The Board of Directors of the Company shall consist of
no less than one person who shall be chosen by the stockholders
annually, at the annual meeting of the Company, and who shall
hold office for one year, and until their successors are elected
and qualify.
SECTION 2. When any vacancy occurs among the Directors by death,
resignation, disqualification or other cause, the stockholders,
at any regular or special meeting, or at any adjourned meeting
thereof, or the remaining Directors, by the affirmative vote of a
majority thereof, shall elect a successor to hold office for the
unexpired portion of the term of the Director whose place shall
have become vacant and until his successor shall have been
elected and shall qualify .
SECTION 3. Meeting of the Directors may be held at the principal
office of the company in the state of Nevada, or elsewhere, at
such place or places as the Board of Directors may, from time to
time, determine.
SECTION 4. Without notice or call, the Board of Directors shall
hold its first annual meeting for the year immediately after the
annual meeting of the stockholders or immediately after the
election of Directors at such annual meeting
Regular meetings of the Board of Directors shall be held at the
office of the company in the City of Las Vegas , State of Nevada
on 9th of October at 10:00 oclock in the Morning. Notice of such
regular meetings shall be mailed to each Director by the
Secretary at least three days previous to the day fixed for such
meetings, but no regular meeting shall be held void or invalid if
such notice is not given, provided the meeting is held at the
time and place fixed by these By-Laws for holding such regular
meetings.
Special meetings of the Board of Directors may be held on the
call of the President or Secretary on at least three days notice
by mail or telegraph.
Any meeting of the Board, no matter where held, at which all of
the members shall be present, even though without or of which
notice shall have been waived by all absentees, provided a quorum
shall be present, shall be valid for all purposes unless
otherwise indicated in the notice calling the meeting or in the
waiver of notice.
Any and all business may be transacted by any meeting of the
Board of Directors, either regular or special.
SECTION 5. A majority of the Board of Directors in office shall
constitute a quorum for the transaction of business, but if at
any meeting of the Board there be less than a quorum present, a
majority of those present may adjourn from time to time, until a
quorum shall be present, and no notice of such adjournment shall
be required. The Board of Directors may prescribe rules not in
conflict with these By-Laws for the conduct of its business;
provided, however, that in the fixing of salaries of the officers
of the corporation, the unanimous action of all of the Directors
shall be required.
SECTION 6. A Director need not be a stockholder of the
corporation.
SECTION 7. The Directors shall be allowed and paid all necessary
expenses incurred in attending any meeting of the Board, but
shall not receive any compensation for their services as
Directors until such time as the company is able to declare and
pay dividends on its capital stock.
SECTION 8. The Board of Directors shall make a report to the
stockholders at annual meetings of the stockholders of the
condition of the company, and shall, at request, furnish each of
the stockholders with a true copy thereof.
The Board of Directors in its discretion may submit any contract
or act for approval or ratification at any annual meeting of the
stockholders called for the purpose of considering any such
contract or act, which, it approved, or ratified by the vote of
the holders of a majority of the capital stock of the company
represented in person or by proxy at such meeting, provided that
a lawful quorum of stockholders be there represented in person or
by proxy , shall be valid and binding upon the corporation and
upon all the stockholders thereof, as if it had been approved or
ratified by every stockholder of the corporation.
SECTION 9. The Board of Directors shall have the power from time
to time to provide for the management of the offices of the
company in such manner as they see fit, and in particular from
time to time to delegate any of the powers of the Board in the
course of the current business of the company to any standing or
special committee or to any officer or agent and to appoint .any
persons to be agents of the company with such powers (including
the power to subdelegate), and upon such terms as may be deemed
fit.
SECTION 10. The Board of Directors is vested with the complete
and unrestrained authority in the management of all the affairs
of the company, and is authorized to exercise for such purpose as
the General Agent of the Company, its entire corporate authority.
SECTION 11. The regular order of business at meetings of the
Board of Directors shall be as follows:
1. Reading and approval of the minutes of any previous meeting or
meetings;
2. Reports of officers and committeemen;
3. Election of officers;
4. Unfinished business;
5. New business;
6. Adjournment.
ARTICLE III
OFFICERS AND THEIR DUTIES
SECTION 1. The Board of Directors, at its first and after each
meeting after the annual meeting of stockholders, shall elect a
President, .a Vice-President, a Secretary and a Treasurer, to
hold office for one year next coming, and until their Successors
are elected and qualify. The offices of the Secretary and
Treasurer may be held by one person.
Any vacancy in any of said offices may be filled by the Board of
Directors.
The Board of Directors may from time to time, by resolution,
appoint such additional Vice Presidents and additional Assistant
Secretaries, Assistant Treasurer and Transfer Agents of the
company as it may deem advisable; prescribe their duties, and fix
their compensation, and all such appointed officers shall be
subject to removal at any time by the Board of Directors. All
officers, agents, and factors of the company shall be chosen and
appointed in such manner and shall hold their office for such
terms as the Board of Directors may by resolution prescribe.
SECTION 2. The President shall be the executive officer of the
and shall have the of the Companys affairs, supervision and,
subject to the control of the Board of Directors, the direction
of the Companys affairs with full power to execute all
resolutions and orders of the Board of Directors not especially
entrusted to some other officer of the company. He shall be a
member of the Executive Committee, and the Chairman thereof; he
shall preside at all meetings of the Board of Directors, and at
all meetings of the stockholders, and shall sign the Certificates
of Stock issued by the company, and shall perform such other
duties as shall be prescribed by the Board of Directors.
SECTION 3. The Vice-President shall be vested with all the
powers and perform all the duties of the President in his absence
or inability to act, including the signing of the Certificates of
Stock issued by the company, and he shall so perform such other
duties as shall be prescribed by the Board of Directors.
SECTION 4. The Treasurer shall have the custody of all the funds
and securities of the company. When necessary or proper he shall
endorse on behalf of the company for collection checks, notes,
and other obligations; he shall deposit all monies to the credit
of the company in such bank or banks or other depository as the
Board of Directors may designate; he shall sign all receipts and
vouchers for payments made by the company, except as herein
otherwise provided. He shall sign with the President all bills of
exchange and promissory notes of the company. , he shall also
have the care and custody of the stocks, bonds, certificates,
vouchers, evidence of debts, securities, and such other property
belonging to the company as the Board of Directors shall
designate; he shall sign all papers required by law or by those
By-Laws or the Board of Directors to be signed by the Treasurer.
Whenever required by the Board of Directors, he shall render a
statement of his cash account; he shall enter regularly in the
books of the company to be kept by him for the purpose, full and
accurate accounts of all monies received and paid by him on
account of the company. He shall at all reasonable times exhibit
the books of account to any Directors of the company during
business hours, and he shall perform all acts incident to the
position of Treasurer subject to the control of the Board of
Directors.
The Treasurer shall, if required by the Board of Directors, give
bond to the company conditioned for the faithful performance of
all his duties as Treasurer in such sum, and with such surety as
shall be approved by the Board of Directors, with expense of such
bond to be borne by the company.
SECTION 5. The Board of Directors may appoint an Assistant
Treasurer who shall have such powers and perform such duties as
may be prescribed for him by the Treasurer of the company or by
the Board of Directors, and the Board of Directors shall require
the Assistant Treasurer to give a bond to the company in such sum
and with such security as it shall approve, as conditioned for
the faithful performance of his duties as Assistant Treasurer,
the expense of such bond to be borne by the company.
SECTION 6. The Secretary shall keep the Minutes of all meetings
of the Board of Directors and the Minutes of all meetings of the
stockholders and of the Executive Committee in books provided for
that purpose. He shall attend to the giving and serving of all
notices of the company; he may sign with the President or Vice-
President, in the name of the Company, all contracts authorized
by the Board of Directors or Executive Committee; he shall affix
the corporate seal of the company thereto when so authorized by
the Board of Directors or Executive Committee; he shall have the
custody of the corporate seal of the company. , he shall affix
the corporate seal to all certificates of stock duly issued by
the company; he shall have charge of Stock Certificate Books,
Transfer books and Stock Ledgers, and such other books and papers
as the Board of Directors or the Executive Committee may direct,
all of which shall at all reasonable times be open to the
examination of any Director upon application at the office of the
company during business hours, and he shall, in general, perform
all duties incident to the office of Secretary .
SECTION 7. The Board of Directors may appoint an Assistant
Secretary who shall have such powers and perform such duties as
may be prescribed for him by the Secretary of the company or by
the Board of Directors.
SECTION 8. Unless otherwise ordered by the Board of Directors,
the President shall have full power and authority in behalf of
the company to attend and to act and to vote at any meetings of
the stockholders of any corporation in which the company may hold
stock, and at any such meetings, shall possess and may exercise
any and all rights and powers incident to the ownership of such
stock, and which as the new owner thereof, the company might have
possessed and exercised if present. The Board of Directors, by
resolution, from time to time, may confer like powers on any
person or persons in place of the President to represent the
company for the purposes in this section mentioned.
ARTICLE IV
CAPITAL STOCK
SECTION 1. The capital stock of the company shall be issued in
such manner and at such times and upon such conditions as shall
be prescribed by the Board of Directors.
SECTION 2. Ownership of stock in the company shall be evidenced
by certificates of stock in such forms as shall be prescribed by
the Board of Directors, and shall be under the seal of the
company and signed by the President or the Vice-President and
also by the Secretary or by an Assistant Secretary .
All certificates shall be consecutively numbered; the name of the
person owning the shares represented thereby with the number of
such shares and the date of issue shall be entered on the
companys books.
No certificates shall be valid unless it is signed by the
President or Vice-President and by the Secretary or Assistant
Secretary.
All certificates surrendered to the company shall be canceled and
no new certificate shall be issued until the former certificate
for the same number of shares shall have been surrendered or
canceled.
SECTION 3. No transfer of stock shall be valid as against the
company except on surrender and cancellation of the certificate
therefor, accompanied by an assignment or transfer by the owner
therefor, made either in person or under assignment, a new
certificate shall be issued therefor.
Whenever any transfer shall be expressed as made for collateral
security and not absolutely, the same shall be so expressed in
the entry of said transfer on the books of the company.
SECTION 4. The Board of Directors shall have power and authority
to make all such rules and regulations not inconsistent herewith
as it may deem expedient concerning the issue, transfer and
registration of certificates for shares of the capital stock of
the company.
The Board of Directors may appoint a transfer agent and a
registrar of transfers and may require all stock certificates to
bear the signature of such transfer agent and such registrar of
transfer.
SECTION 5. The Stock Transfer Books shall be closed for all
meetings of the stockholders for the period of ten days prior to
such meetings and shall be closed for the payment of dividends
during such periods as from time to time may be fixed by the
Board of Directors, and during such periods no stock shall be
transferable.
SECTION 6. Any person or persons applying for a certificate of
stock in lieu of one alleged to have been lost or destroyed,
shall make affidavit or affirmation of the fact, and shall
deposit with the company an affidavit. Whereupon, at the end of
six months after the deposit of said affidavit and upon such
person or persons giving Bond of Indemnity to the company with
surety to be approved by the Board of Directors in double the
current value of stock against any damage, loss or inconvenience
to the company, which may or can arise in consequence of a new or
duplicate certificate being issued in lieu of the one lost or
missing, the Board of Directors may cause to be issued to such
person or persons a new certificate, or a duplicate of the
certificate, so lost or destroyed. The Board of Directors may, in
its discretion refuse to issue such new or duplicate certificate
save upon the order of some court having jurisdiction in. such
matter, anything herein to the contrary notwithstanding.
ARTICLE V
OFFICES AND BOOKS
SECTION 1. The principal office of the corporation, in Nevada
shall be at 3655 Campbell Road, Las Vegas, and the company may
have a principal office in any other state or territory as the
Board of Directors may designate.
SECTION 2. The Stock and Transfer Books and a. copy of the By-
Laws and Articles of Incorporation of the company shall be kept
at its principal office In the County of Clark, state of Nevada,
for the inspection of all who are authorized or have the right to
see the same, and for the transfer of stock. Allother books of
the company shall be kept at such places as may be prescribed by
the Board of Directors.
ARTICLE VI
MISCELLANEOUS
SECTION 1. The Board of Directors shall have power to reserve
over and above the capital stock paid in, such an amount in its
discretion as it may deem advisable to fix as a reserve fund, and
may , from time to time, declare dividends from the accumulated
profits of the company in excess of the amounts so reserved, and
pay the same to the stockholders of the company, and may also, if
it deems the same advisable, declare stock dividends of the
unissued capital stock of the company.
SECTION 2. No agreement, contract or obligation (other than
checks in payment of indebtedness incurred by authority of the
Board of Directors) involving the payment of monies or the credit
of the company for more than $10,000 dollars, shall be made
without the authority of the Board of Directors, or of the
Executive Committee acting as such.
SECTION 3. Unless otherwise ordered by the Board of Directors,
all agreements and contracts shall be signed by the President and
the Secretary in the name and on behalf of the company, and
shall have the corporate seal thereto affixed.
SECTION 4. All monies of the corporation shall be deposited when
and as received by the Treasurer in such bank or banks or other
depository as may from time to time be designated by the Board of
Directors, and such deposits shall be made in the name of the
company.
SECTION 5. No note, draft, acceptance, endorsement or other
evidence of indebtedness shall be valid or against the company
unless the same shall be signed by the President or a Vice-
President, and attested by the Secretary or an Assistant
Secretary , or signed by the Treasurer or an Assistant Treasurer,
and countersigned by the President, Vice-President, or Secretary,
except that the Treasurer or an Assistant Treasurer may, without
countersignature, make endorsements for deposit to the credit of
the company in all its duly authorized depositories.
SECTION 6. No loan or advance of money shall be made by the
company to any stockholder or officer therein, unless the Board
of Directors shall otherwise authorize.
SECTION 7. No director nor executive officer of the company shall
be entitled to any salary or compensation for any services
performed for the company, unless such salary or compensation
shall be fixed by resolution of the Board of Directors, adopted
by the unanimous vote of all the Directors voting in favor
thereof.
SECTION 8. The company may take, acquire, hold, mortgage, sell,
or otherwise deal in stocks or bonds or securities of any other
corporation, if and as often as the Board of Directors shall so
elect.
SECTION 9. The Directors shall have power to authorize and cause
to be executed, mortgages, and liens without limit as to amount
upon the property and franchise of this corporation, and pursuant
to the affirmative vote, either in person or by proxy, of the
holders of a majority of the capital stock issued and
outstanding; the Directors shall have the authority to dispose in
any manner of the whole property of this corporation.
SECTION 10. The company shall have a corporate seal, the design
thereof being as follows:
ARTICLE VII
AMENDMENT OF BY-LAWS
SECTION 1. Amendments and changes of these By-Laws may be made at
any regular or special meeting of the Board of Directors by a
vote of not less than all of the entire Board, or may be made by
a vote of, or a consent in writing signed by the holders of
fifty-one percent (51%) of the issued and outstanding capital
stock.
KNOW ALL MEN BY THESE PRESENTS: That we, the undersigned, being
the directors of the above named corporation, do hereby consent
to the foregoing By-Laws and adopt the same as and for the By-
Laws of said corporation.
IN WITNESS WHEREOF, we have hereunto set our hands this 9th day
of Oct., 1997
By:/s/Alfonso Hernandez, Jr.
Alfonso Hernandez, Jr.
By:/s/Jose F. Garcia
Jose F. Garcia
By:/s/Alfonso Hernandez, Sr.
Alfonso Hernandez, Sr.
Kurt D. Saliger
Certified Public Accountant
Board of Directors February 19, 1999
Eight Ball Corporation
Las Vegas, Nevada
I have audited the accompanying balance sheet of Eight Ball
Corporation as of December 31, 1997 and 1998, and the related
statements of operations, changes in stockholders equity and
cash flows for the year ended 1998 and the period from October 9,
1997 (date of inception) to December 31, 1997. These financial
statements are the responsibility of the Companys management.
My responsibility is to express an opinion on these financial
statements based on my audit in accordance with standards
established by the American Institute of Certified Public
Accountants.
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 as of December 31, 1998 and 1997, and the
results of their operations and their cash flows for the year
ended 1998 and for the period from October 9, 1997 (date of
inception) to December 31, 1997 in conformity with generally
accepted accounting principles.
Kurt D. Saliger C.P.A.
February 19, 1999
EIGHT BALL CORPORATION
BALANCE SHEET
December
31, 1998
December
31, 1997
ASSETS
CURRENT ASSETS:
$ 0
$ 0
Cash
$641
$3,773
Inventory
$6,660
$0
Accounts Receivable
$0
$45,000
TOTAL CURRENT ASSETS
$7,301
$48,773
PROPERTY AND EQUIPMENT, NET
$28,298
$0
OTHER ASSETS
$0
$0
TOTAL ASSETS
$35,594
$48,773
LIABILITIES AND STOCKHOLDERS EQUITY
CURRENT LIABILITIES:
Accounts Payable
$6,534
$0
Accrued Liabilities
$16,887
$0
Current Portion, Long Term Debt
$0
$0
TOTAL CURRENT LIABILITIES
$23,421
$0
STOCKHOLDERS EQUITY:
Common Stock, $.001 par value
authorized 50,000,000 shares; issued
and outstanding 50,000 and 150,000
shares, respectively
$150
$50
Additional paid in Capital
$75,850
$49,950
Retained Earnings (Deficit)
($62,827)
($1,227)
TOTAL STOCKHOLDERS EQUITY
$12,173
$48,773
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
$35,594
$48,772
See accompanying notes to financial statements & audit report
EIGHT BALL CORPORATION
STATEMENT OF OPERATIONS
Year Ended
Dec. 31,
1998
For the
period Oct.
9, 1997
(inception)
to December
31, 1997
REVENUES
$83,264
$0
COST OF REVENUES
($51,981)
$ 0
GROSS PROFIT
$31,283
$0
OPERATING EXPENSE
Selling, general and
administrative
$89,729
$1,227
Depreciation
$3,144
$0
TOTAL OPERATING
EXPENSE
$92,883
$1,227
INCOME (LOSS) FROM
OPERATIONS
($61,600)
($1,227)
OTHER INCOME (EXPENSES)
Gain on sale of
assets
$0
$0
Interest expense
$0
$0
INCOME (LOSS) BEFORE
INCOME TAXES
($61,600)
($1,227)
Income Taxes
$0
$0
NET PROFIT (LOSS)
($61,600)
($1,227)
NET PROFIT (LOSS)
PER SHARE
($0.4106)
($0.0245)
AVERAGE NUMBER OF
SHARES OF COMMON
STOCK OUTSTANDING
150,000
50,000
See accompanying notes to financial statements & audit report
EIGHT BALL CORPORATION
For The Period From October 9, 1997 (Inception) to December 31,
1997 And For The Year Ended December 31, 1998
STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
Common
Shares
Stock
Amount
Additiona
l paid-in
capital
Accumulated
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, December 31, 1997
50,000
$50
$49,950
($1,227)
September 15, 1998
public offering Regulation D
issued for cash
100,000
$100
$24,900
- -960
Net (Loss) January 1, 1998 to
December 31, 1998
($61,600)
Balance December 31, 1998
150,000
$150
$74,850
($62,827)
See accompanying notes to financial statements & audit report
EIGHT BALL CORPORATION
STATEMENT OF CASH FLOWS
Year Ended
Dec. 31,
1998
For the
period Oct.
9, 1997
(inception)
to December
31, 1997
Cash Flows from Operating
Activities:
Net Loss
$(61,600)
($1,227)
Adjustment to reconcile net loss
to net cash provided by
operating activities:
0
0
Depreciation
$3,143
$0
Decrease in accounts receivable
$45,000
$0
Increase in inventory
($6,660)
$0
Increase in accounts payable
$6,534
$0
Increase in accrued liabilities
$16,887
$0
Net cash provided by operating
activities
$3,304
($1,227)
Cash Flows from investing
activities
0
0
Purchase of property and equipment
($31,436)
$0
Net Cash (used in) investing
activities
($31,436)
$0
CASH FLOWS FROM FINANCING
ACTIVITIES
$
$ 0
Issue common stock
$25,000
$5,000
Cash, beginning of period
$3,773
$0
Cash, end of period
$641
$3,773
See accompanying notes to financial statements & audit report
EIGHT BALL CORPORATION
NOTES TO FINANCIAL STATEMENTS
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 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
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 December 31,
1998 and December 31, 1997.
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 suing 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) result from the net change during the year of
deferred tax assets and liabilities.
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 December 31, 1997 and December 31, 1998, 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 section 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 $15,000 for the year ended
December 31, 1998.
Estimated future minimum lease payments as of December 31, 1998
as follows:
Year ending December 31, 1999 $52,152
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
__________
$69,536
