EIGHT BALL CORPORATION, DBA WESTCHESTER SPORTS GRILL
(Exact name of registrant as specified in its charter)
Nevada
(State of organization) (I.R.S. Employer Identification No.)
5630 West Manchester Blvd. Los Angeles, CA 90045
(Address of principal executive offices)
Registrant's telephone number, including area code (702) 768-0555.
Registrant's Agent: Shawn F. Hackman, A PC. , 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. Westchester 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.
On October 9, 1997, Westchester issued 50,000 shares of its common
stock for $50,000 cash.. On September 15, 1998 Westchester 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. Westchester sold 100,000 shares at a price of $0.25 per
share for a total amount raised of $25,000.
Business of Issuer
1) Principal products or services and their markets:
The Company's mission is to finish developing and then operate its
Westchester Sports Grill. Westchester intends its Westchester Sports
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 food includes a mix of American and Mexican food
items.
2) Distribution methods of the products or services:
All of the services of Eightball Corporation are conducted inside the
premises, no food is delivered.
3) Status of any publicly announced new product or service:
No new product or service to mention.
4) Competitive business conditions and the Company's 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
Denny's 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. Denny's is a large
chain of sit-down restaurants which specializes in an extensive menu of
non ethnic foods which must be prepared before delivery.
Westchester 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.
Westchester doesn't believe its present nearby competitors, Burger
King, Pollo Loco, and Denny's, 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.
Westchester 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. Westchester believes many of its customers from time to
time will desire something more than simply fast food. Westchester
also believes that an aggressive advertising campaign, including
discount coupons, will enable it to effectively compete and attract
additional patronage.
5) Sources and availability of raw materials and the names of principal
suppliers:
Sources of product include Pepsi, Coke, Cisco products and media via
pay per view. Occasionally small local vendors are used.
6) Dependence on one or a few major customers:
Westchester intends for its Westchester Sports Grill to serve the
residential, Loyola University, commercial, and tourist communities in
the surrounding area. The restaurant's 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. Westchester anticipates its
patronage to be non-seasonal.
7) Patents, trademarks, licenses, franchises, concessions, royalty
agreements, or labor contracts, including duration:
Westchester 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 Company's 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.
8) Need for any governmental approval of principal products or services
and, if Westchester has not yet received that approval, the status
of the approval within the government approval process:
All government approval was granted on or before June of 1998 prior to
opening for business. According to the facility's 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.
9) Effect of existing or probable governmental regulation on the
business:No effect of government regulations.
10) Estimated expenditures for research and development during the
last two years, and the extent to which these costs are borne
directly by customers:
The Westchester is in a developmental stage. No Company money was
spent on research and development conducted during the last fiscal
year. Westchester's founders have donated their own time, money, and
efforts to research and develop Westchester's business plan. No
Company money is expected to be spent during the next year on research
and development. Westchester's founders will continue to develop and
research Westchester's business plan without monetary compensation.
Westchester's founders may receive stock in Westchester sometime in the
future as compensation for their business development efforts. The
amount has not been determined at this time.
11) Costs and effect of compliance with federal, state, and local
environmental laws:
Environmental laws are covered by Los Angeles City licenses and they
are enforced by Regulatory state inspectors.
12) Number of total employees and number of full-time employees:
The Sport Bar was open with 12 full time and 6 part time employees.
Currently Westchester has 5 full time and 2 part-time. Management
provides additional help.
ITEM 2. MANAGEMENT'S 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.
Westchester sports grill was opened to the public in July of 1998.
Originally, management had a vision for light food fare for lunch. By
local demand, however, the food itinerary was changed presently to a
Mexican Food buffet for lunch. Sandwiches and finger foods are
provided for dinner. Most orders are still under $8.
Westchester Sports Grill serves 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.
Westchester anticipates its patronage to be non-seasonal.
Westchester Sports Gill is open from 11 a.m. to 2 a.m. Monday through
Friday, and 9 a.m. to 2 a.m. Saturday and Sunday. Westchester believes
these hours are optimum for attracting its targeted patrons.
Westchester Sports Grill serves alcoholic drinks and food in an
atmosphere featuring billiard tables, displays of sports memorabilia,
and TV monitors which mainly show sporting events.
At least two licensed uniformed security guards patrol inside and
outside the property, including any associated parking areas. Security
personnel are 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.
Management has downsized the pool table area to make room for bands to
play. Management has found one band that can currently satisfy the
range of customers. However, management believes in the end it will
need to find several bands for entertainment.
The Westchester's 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
Company's 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 today's convenience-driven lifestyle.
Ambiance give restaurants a competitive edge. The 1990's
have seen restaurant customers demanding more entertainment
for their dollar which Westchester intends to deliver with
the sports atmosphere of its Westchester Sports Grill.
Menu development is important to the management of Westchester Sports
Grill. Westchester re-evaluates its menu on a regular basis, and all
promotional menu items are to be tracked according to popularity and
operating margin. Westchester prices and portions its entire menu to
reflect a minimum cost of goods sold.
Westchester also attempts to monitor competing restaurants and bars in
order to remain competitive. Westchester believes its most important
competitive advantage over Burger King, Pollo Loco, and Denny's is its
flexibility with respect to its menu.
Originally, management had a vision for light food fare for lunch. By
local demand, however, the food itinerary was changed presently to a
Mexican Food buffet for lunch. Sandwiches and finger foods are
provided for dinner. Most orders are still under $8. Westchester
still attempts to offer food fare somewhat different from the food
which its three nearby aforementioned competitors offer. Westchester
also attempts 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
Westchester operates under the theory that its customers will get their
food prepared their way, within reason, when ordering.
Prices of the menu items and beverages will be set first and foremost
by the grills overhead, the competition's range of prices. The
Company's goal is to maintain a balance of providing high quality food
purchased at a lower cost in order to maximize profit margins.
Westchester will continue to 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. Westchester's 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 Westchester provides
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 Westchester 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. Westchester plans to
specifically target customers directly through local publications and
direct mailings, using the following approaches
Position Westchester as an interesting sports grill and bar
with live entertainment, dancing, quality food, and
alcoholic beverages. Favorably compare Westchester's expertise, advantages,
services and products with other restaurants and bars. To
be effective and to present a professional image to
prospective patrons, Westchester 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 Company's 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 Company's President and staff, and samples of
the food and beverages.
If logistics or timing is a problem with the interviews, then Westchester could
possible arrange interviews at local trade shows and fairs.
Participate in appropriate local trade shows and fairs. To
reduce costs, Westchester 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. Westchester 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.
Westchester 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 Westchester to 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 Company's 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. Westchester expects such exposure to build
credibility and market acceptance.
Management
Management understands the importance of a strong management team which
believes in day-to-day hands-on operational management covering all
shifts. Westchester also believes in an experienced supporting
advisory management team making up the Company's Board of Directors.
In addition to the management of day-to-day operations, Westchester's
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 company's 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 company's accounts.
The duties of some types of the Company's 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.
VICE PRESIDENT OF FINANCE: Manages working capital including
receivables, cash and market securities. Performs financial
forecasting including capital budget, cash budget, pro forma financial
statements, external financing requirements, and financial condition
requirements.
Directs financial affairs to the organization. Prepares financial
analysis of operations for guidance to management. Prepares reports
which outline company's financial position in areas of income,
expenses, and earnings, based on past, present and future operations.
Directs preparation of budgets and financial forecasts. Arranges
audits of company's accounts. If necessary, sets up and operates
Company's computerized information system.
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
waitstaff, 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, Westchester may combine, rearrange, or assign new
duties and responsibilities among its employees and officers.
Westchester 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. Westchester 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. Westchester plans to add additional staff as the
business cycle dictates.
Westchester 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. Westchester plans to hire only experienced qualified people
and ensure that its staff are adequately trained.
Westchester believes that its customers will emphasize service and
support as one of their major concerns. Westchester believes that they
will be impressed with the fast, full service that it plans to provide.
Westchester 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.
Westchester 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. Westchester plans
to ensure that its personnel are thoroughly trained and undergo regular
performance evaluations.
Westchester anticipates that none of Westchester employees will be
subject to collective bargaining agreements. None of the Company's
employees are on strike, or have been in the past three years.
Westchester 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, Westchester currently offers no such benefits, and no plans to
offer such benefits exist. Should Westchester need additional
financing, Westchester may either rely on officers or shareholders providing
additional financing or on additional equity financing via the issuance of
additional shares.
ITEM 3. DESCRIPTION OF PROPERTY.
Westchester currently has a five year lease for 4,100 square feet of
space at 5630 West Manchester Avenue, Los Angeles, CA 90045 for $
5,110.00 per month. This lease payment will continue from April 21,
1999 to April 21, 2002.
There are no affiliated parties involved regarding the lease.
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 Company's common stock, by the Company's directors individually,
and by all of the Company's directors and executive officers as a
group. Except as noted, each person has sole voting and investment
power with respect to the shares shown. No other directors or officers
are shareholders.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL
PERSONS
The members of the Board of Directors of Westchester 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 Company's 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.
As of January 1, 2000 Jose F. Garcia resigned as director. With the
resignation of Mr. Garcia, no officers nor directors currently own
shares in Eightball Corporation (d/b/a as Westchester Sports Grill).
Information as to the directors and executive officers of Westchester
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
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 included purchasing and staff supervision.
Quality Food, Los Angeles, CA. Manger 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.
Wisky 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.
There is no family relationship between any of the officers and
directors of the Company. The Company's 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 Company's affairs. The officers and directors of
Westchester 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. Westchester does not currently have a right of first refusal
pertaining to opportunities that come to management's attention insofar
as such opportunities may relate to the Company's 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 Company's 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 Westchester 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, Westchester of which the
President first became an officer and director will be entitled to
proceed with the transaction. Except as set forth above, Westchester
has not adopted any other conflict of interest policy with respect to
such transactions.
Investment Company Act of 1940
Although Westchester will be subject to regulation under the Securities
Act of 1933 and the Securities Exchange Act of 1934, management
believes Westchester will not be subject to regulation under the
Investment Company Act of 1940 insofar as Westchester will not be
engaged in the business of investing or trading in securities. In the
event Westchester engages in business combinations which result in
Westchester holding passive investment interests in a number of
entities, Westchester could be subject to regulation under the
Investment Company Act of 1940. In such event, Westchester would be
required to register as an investment company and could be expected to
incur significant registration and compliance costs. Westchester has
obtained no formal determination from the Securities and Exchange
Commission as to the status of Westchester under the Investment Company
Act of 1940 and, consequently, any violation of such Act would subject
Westchester to material adverse consequences.
ITEM 6. EXECUTIVE COMPENSATION
None of the Company's 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, Westchester 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
Westchester is not a party to any material pending legal proceedings
and, to the best of its knowledge, no such action by or against
Westchester has been threatened.
ITEM 9. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The Company's 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 Company's securities and management does not intend to
initiate any such discussions.
Market Price
The Registrant's 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 person's
account for transactions in penny stocks; and (ii) the broker or dealer
receive from the investor a written agreement to the transaction,
setting forth the identity and quantity of the penny stock to be
purchased. In order to approve a person's account for transactions in
penny stocks, the broker or dealer must (i) obtain financial
information and investment experience 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.
Currently management has no merger pending nor interest in a merger.
Nor is there at present even a potential of Westchester acquiring or
merging with any other entity.
Holders
As of May 1, 2000 there are 29 holders of the Company's Common Stock.
On October 9, 1997 Westchester issued 50,000 shares of its common stock
for $50,000 cash. On September 15, 1998, Westchester completed a
public offering. Westchester sold 100,000 shares at a price of $0.25
per shares for a total amount raised of $25,000, pursuant to 504 of
Regulation D.. All of the issued and outstanding shares of the
Company's Common Stock were issued in accordance with the exemption
from registration afforded by Section 4(2) of the Securities Act of
1933.
Jose F. Garcia was issued 50,000 shares for financing provided to
Eightball in the amount of $50,000.
The remaining shares were issued under a Rule 504 offering on July 7,
1998 at $0.25 a share, 100,000 shares offered and $25,000 raised.
The list of shareholders under this offering is listed below, this is
also the most current list of shareholders.
Sean Abgarina 2,000
Dewayne Ablett 3,000
Shirley Ablett 3,000
Denee M Dow 4,000
Richard Dow 4,000
Gary L. Fagg 2,000
Jamie K. Fagg 2,000
Nelda C. Fagg 2,000
Thomas R. Fagg 2,000
Jose F. Garcia 50,000
Lucille A. Lopez 6,000
Carlos V. Montoya 2,000
Phillip Mortensen 6,000
Brooke Osborne 6,000
Shane Osborne 3,000
Teresa Robinson 4,000
Daniel J Robinson 4,000
Keith Rollins 2,000
Cavell Singh 6,000
Don Singh 4,000
Geri Singh 4,000
Julee Singh 4,000
Kishan Singh 4,000
Nathan Singh 6,000
Boyd R Urie 2,000
Tammy J. Whitmore 6,000
James A. Wilson 2,000
Lizabeth A. Wilson 2,000
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.
All of the shareholders of Westchester have executed and delivered a
"lock-up" letter agreement which provides that each such shareholder
shall not sell his/her respective securities until such time as
Westchester has successfully consummated a merger or acquisition.
Further, each shareholder has placed his/her respective stock
certificate with the Company's legal counsel, who has been instructed
not to release any of the certificates until Westchester has closed a
merger or acquisition. Any liquidation by the current shareholders
after the release from the "lock-up" selling limitation period may have
a depressive effect upon the trading price of the Company's securities
in any future market which may develop.
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 Company's 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 Westchester 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.
Authorized shares that are not outstanding are for potential future
expansions or mergers. Currently there are no mergers or acquisitions
plans, nor are there any plans to give additional shares to officers or
directors.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Westchester 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
Westchester in most cases for any liability suffered by them or arising
from their activities as officers and directors of Westchester 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 Westchester are accountable to
Westchester as fiduciaries, which means such officers and directors are
required to exercise good faith and integrity in handling the Company's
affairs. A shareholder may be able to institute legal action on behalf
of himself and all others similarly stated shareholders to recover
damages where Westchester 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 Westchester
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
EXHIBITS
1. Articles of Incorporation. (Incorporated By Reference)
2. By-Laws (Incorporated By Reference)
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
By:
Alfonso Hernandez, Jr., President
EIGHT BALL CORPORATION
FINANCIAL STATEMENTS
March 31, 2000
EIGHT BALL CORPORATION
CONTENTS
PAGE
----
INDEPENDENT AUDITOR'S REPORT 1
FINANCIAL STATEMENTS
BALANCE SHEET 2
STATEMENT OF OPERATIONS 3
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY 4
STATEMENT OF CASH FLOWS 5
NOTES TO FINANCIAL STATEMENTS 6-7
KDS
KURT D. SALIGER, CPA
CERTIFIED PUBLIC ACCOUNTANT
INDEPENDENT AUDITOR'S REPORT
BOARD OF DIRECTORS
EIGHT BALL CORPORATION
LAS VEGAS, NEVEDA
I HAVE AUDITED THE ACCOMPANYING BALANCE SHEET OF EIGHT BALL CORPORATION,
AS OF March 31, 2000 AND THE RELATED STATEMENTS OF OPERATIONS,
STOCKHOLDERS' EQUITY AND CASH FLOWS FOR THE YEAR THEN ENDED. THESE
FINANCIAL STATEMENTS ARE THE RESPONSIBILITY OF THE COMPANY'S MANAGEMENT.
MY RESPONSIBILITY IS TO EXPRESS AN OPINION ON THESE FINANCIAL STATMENTS 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 statments 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 March 31, 2000 and the results of their operations their cash flows for
the year then ended in conformity with generally accepted accounting principles.
Kurt D. Saliger, CPA
May 2, 2000
5000 W. Oakey, Suite A-4
Las Vegas, NV 89146
EIGHT BALL CORPORATION
BALANCE SHEET
March 31, 2000
<TABLE>
<CAPTION>
<S> <C>
ASSETS
CURRENT ASSETS
CASH $145
INVENTORY $12,442
ACCOUNTS RECEIVABLE $0
------
TOTAL CURRENT ASSETS $12,587
PROPERTY AND EQUIPMENT, NET $21,219
OTHER ASSETS $0
-------
TOTAL ASSETS $33,806
=======
LIABILITES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
ACCOUNTS PAYABLE $39,523
ACCURED LIABILITIES $20,278
CURRENT PORTION, LONG TERM DEBT $0
-------
TOTAL CURRENT LIABILITIES $59,801
LONG-TERM DEBT $0
STOCKHOLDERS'EQUITY
COMMON STOCK, $.001 PAR VALUE
AUTHORIZED 50,000,000 SHARES; ISSUED
AND OUTSTANDING 150,000 SHARES
DECEMBER 31, 1999 $150
ADDITIONAL PAID IN CAPITAL $74,850
RETAINED EARNINGS (DEFICIT) ($100,995)
----------
Total Stockholders' Equity ($25,995)
TOTAL LIABLITIES AND
STOCKHOLDERS' EQUITY $(33,806)
==========
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
EIGHT BALL CORPORATION
STATEMENT OF OPERATIONS
FROM JANUARY 1, 2000 TO March 31, 2000
<TABLE>
<CAPTION>
<S> <C>
REVENUES $70,022
COSTS OF REVENUES ($28,444)
---------
GROSS PROFIT $41,578
OPERATION EXPENSES
SELLING, GENERAL AND
ADMINISTRATIVE $40,828
DEPRECIATION $786
TOTAL OPERATION EXPENSES $41,614
---------
INCOME (LOSS) FROM OPERATIONS ($36)
Other Income (expenses)
Gain on sale of assets $0
Interest expense $0
--------
INCOME (LOSS) BEFORE INCOME TAXES ($36)
INCOME TAXES $0
---------
NET PROFIT (LOSS) ($36)
=========
NET PROFIT (LOSS)
PER SHARE ($0.0002)
AVERAGE NUMBER OF
SHARES OF COMMON
STOCK OUTSTANDING 150,000
=========
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
EIGHT BALL CORPORATION
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
MARCH 31, 2000
<TABLE>
<CAPTION>
COMMON STOCK
- ------------
<S> <C> <C> <C> <C>
NUMBER ADDITIONAL RETAINED
OF AMOUNT PAID IN EARNINGS
SHARES 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, 1997 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 DECEMBER 31, 1999 ($38,132)
NET (LOSS) JANUARY 1, 2000
TO MARCH 31, 2000 ($36)
------- ---- -------- ---------
BALANCE MARCH
31, 2000 150,000 $150 $74,850 ($100,995)
======= ==== ======= ==========
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
EIGHT BALL CORPORATION
STATEMENTS OF CASH FLOWS
FROM JANUARY 1, 2000 TO MARCH 31, 2000
<TABLE>
<CAPTION>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
NET INCOME (LOSS) ($36)
Adjustments to reconcile net income (loss)
to cash provided by operating activities:
Depreciation $786
Decrease in accounts receivable $0
Increase in inventory ($2,740)
Increase in accounts payable ($11,350)
Increase in accrued liabilities $13,240
----------
Net cash provided by operating activities ($100)
----------
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 ($100)
Cash, January 1, 2000 $245
----------
Cash, March 31, 2000 $145
==========
</TABLE>
See accompanying notes to financial statements.
EIGHT BALL CORPORATION
NOTES TO FINANCIAL STATEMENTS
March 31, 2000
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 preperation of financial statments 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 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 March 31, 2000.
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 differenced between financial and tax reporting. Deferred
tax expense (benefit) results from the net change during the year of deferred
tax assets and liabilities.
Loss Per Share
Net loss per share is provided in accordance with Statement of Financial
Accounting Standards No. 128 (SFAS #128) "Earnings Per Share." Basic loss
per share is computed by dividing losses available to common stockholders by
the weighted average number of common shares outstanding during the period.
Diluted loss per share reflects per share amounts that would result if dilutive
common stock equivalents had been converted to common stock. As of March
31, 2000, 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
$14,592 for the period ended March 31, 2000.
Estimated future minium lease payments as of March 31, 2000 are as
follows:
Year ending December 31, 2000 $0
Year ending December 31, 2001 $0
Year ending December 31, 2003 $0
Year ending December 31, 2004 $0
--------
$0
