As filed with the Securities and Exchange Commission on June 17, 1999
REGISTRATION NO. 333-65573
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
Pre Effective Amendment No. 4
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SPORTSMAN'S WHOLESALE COMPANY
(Name of Registrant as Specified in its Charter)
Nevada 5490 84-1408762
------ ---- ----------
(State or Other (Primary Standard (I.R.S. Employer
Jurisdiction of Incorporation Industrial Classification Tax Identification
or Organization) Code Number) Number
55 West 200 North, #3
Provo, Utah 84601
(801) 377-1758
(Address and Telephone Number of Registrant's Principal Place of Business)
Fred L. Hall
President, Sportsman's Wholesale Company
55 West 200 North
Provo, Utah 84601
(801) 377-1758
(Name, Address and Telephone Number of Agent for Service)
Copies to:
A. Robert Thorup, Esq.,
RAY QUINNEY & NEBEKER
7th Floor, 79 South Main Street
Salt Lake City, Utah 84111
(801) 323-3359
Approximate Date of As soon as practicable from time to time
Proposed Sale to the Public: after this registration statement
becomes effective.
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. If delivery of the prospectus is expected to be
made pursuant to Rule 434, please check the following box.
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ----------------------------------- ------------------- --------------------- --------------------- ------------------
Title of Each Class of Securities Dollar Amount to Proposed Maximum Proposed Maximum Amount of
to Be Registered be Registered offering Price Per Aggregate offering Registration Fee
Unit
- ----------------------------------- ------------------- --------------------- --------------------- ------------------
<S> <C> <C> <C> <C>
Common Stock 100,000 $1.50 $150,000.00 $44.25
- ----------------------------------- ------------------- --------------------- --------------------- ------------------
</TABLE>
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a)
may determine.
<PAGE>
$150,000.00
Sportsman's Wholesale Company
100,000 Shares of Common Stock
Sportsman's Wholesale Company is offering 100,000 shares of its $.0001 par value
common stock that it is offering for sale to the public at a price of $1.50 per
Share. The price being offered for the shares has been arbitrarily determined by
Sportsman's and bears no necessary relationship to assets, shareholders equity
or any other recognized criteria of value.
There has been no public market for
Sportsman's common stock, and there can
This offering be no assurance that a market will
involves a develop upon completion of this offering.
significant Even if a market begins, there is no
degree of risk. assurance that it will continue.
These securities have not been approved
Please read the or disapproved by the Securities and
entire Exchange Commission, or by any state
Prospectus, securities agency, nor has any federal or
particularly the state Regulatory agency passed upon the
section called accuracy or adequacy of this prospectus.
"Risk Factors" Any representation to the contrary is a
at page 4. criminal offense.
The Date of this Prospectus is
June , 1999
<PAGE>
PROSPECTUS SUMMARY
This is a brief summary of the information in this prospectus. We
encourage you to read the entire prospectus before you decide whether and how
much to invest in the shares offered hereby.
Tell me about Sportsman's
Sportsman's Wholesale Company was organized as a Nevada
corporation in 1996 to engage in the wholesale sporting goods business. To date,
Sportsman's has not had any business operations of any kind nor has it received
any revenues from its intended operations.
In April, 1998, Sportsman's acquired all of the outstanding stock of
Cap's Sporting Goods Wholesale, Inc., a Utah corporation which was organized for
the same purpose as Sportsman's. To date, Cap's also has not engaged in any
business operations nor earned any meaningful revenues. Sportsman's intends to
develop and operate its wholesale sporting goods business through Cap's. (In
this Prospectus, the term "Sportsman's" will mean Sportsman's and Cap's
together.
Sportsman's is a development stage company and has had no substantial
revenues or earnings from operations. In its first quarter of operations, ended
March 31, 1999, Sportsman's lost ($4,874) on total sales of $505. This equated
to a net loss per share of ($0.01) for the quarter. As of March 31, 1999, total
assets were $13,162 compared with total liabilities of $59,152. Shareholder
equity was a negative ($45,990) at March 31, 1999, resulting in a negative
($0.03) per share book value.
Tell me about the offering
You are being offered up to 100,000 shares of Sportsman's common stock,
$.0001 par value ("the shares") at a purchase price of $1.50 per share. All
100,000 of the shares being offered must be purchased or your money will be
refunded and the offering will be terminated."
The officers of Sportsman's will offer the shares and will not use a
broker dealer for this purpose. Thus Sportsman's intends to save the costs of
broker-dealer help.
The offering will end at 5:00 PM Mountain Time on September 30, 1999.
Sportsman's may extend the offering once, to December 31, 1999 if Sportsman's
gives you notice of the extension in writing.
2
<PAGE>
What are the escrow arrangements?
Your purchase money will be held in escrow until all of the shares are
purchased or the offering ends, whichever is sooner. If all 100,000 of the
shares are not sold before the end of the offering, your purchase money, and
that of all investors, will be returned without interest or deduction of any
kind. See "Plan of Distribution"."
A. Robert Thorup, Esq. of the Ray Quinney & Nebeker law firm in Salt
Lake City, Utah will serve as escrow agent for the purchase money from this
offering. Mr. Thorup will maintain this money in a separate account at First
Security Bank, N.A. in Salt Lake City, Utah.
How will Sportsman's use the offering proceeds?
Sportsman's will use the net proceeds from this offering primarily to
acquire supplies and equipment, to pay for marketing and advertising
Sportsman's' products and services, and to cover the initial operating expenses
of Sportsman's.
How do I become a shareholder?
You will be asked to complete and sign a Subscription Agreement and to
submit that with your purchase money for shares. If your subscription is
accepted, you will receive a signed copy of your Subscription Agreement and an
acknowledgment letter along with your Share certificates.
[Please go on to next page]
3
<PAGE>
RISK FACTORS
An investment in the shares involves a high degree of risk and you
should only invest if you can afford to lose your entire investment.
Before purchasing shares, you should consider carefully the following
risk factors, in addition to the other information in this prospectus.
There are risks inherent in an investment in Sportsman's, as follows:
Sportsman's has a limited operating history.
Sportsman's was recently formed, and is in the development stages of
its business plan. It has no significant assets. There is no assurance that upon
completion of this offering Sportsman's will be able to continue successfully
implementing its business plan or that it will ever operate profitably.
Sportsman's has limited capital and may need additional capital.
With the exception of a small amount of money raised from the founder
and a few private investors, Sportsman's has no significant assets or operating
capital. It is totally dependent on the proceeds of this offering to provide the
working capital necessary to continue the development of its business. Even so,
upon successful completion of the offering, the working capital available to
Sportsman's will be limited.
Sportsman's has no commitments for additional cash funding beyond the
proceeds expected to be received from this offering. In the event that the
proceeds from this offering are not sufficient to allow Sportsman's to become
self sufficient in operating capital, Sportsman's may need to seek additional
financing from commercial lenders or other sources, including additional sales
of equity, for which it presently has no commitments or arrangements.
Sportsman's faces year 2000 risks.
Sportsman's faces risks from the Year 2000 computer problem in three
areas: its own computer systems, its appliances and equipment with embedded
chips, and the possibly noncompliant systems of its third party vendors and
service providers. While Sportsman's believes that its own computerized
information processing systems are "Y2K" compliant with four digit dating and
recognizing 2000 as a leap year, it is still in the early stages of assessing
4
<PAGE>
its non-computer equipment for noncompliant embedded chips. Sportsman's is also
in the very earliest stages of assessing and communicating with its key vendors
and service providers to determine their Y2K compliance. In a worst case
scenario, Sportsman's may not be able to present its seminars because of
disruptions in transportation systems, building locations, or utility services.
In the event of significant economic turmoil from Y2K occurrences, the demand
for Sportsman's' products may be significantly reduced. Suppliers of its
inventory products may not be able to ship sufficient quantities to meet
Sportsman's' needs. Sportsman's' own offices may be closed by equipment or
utility failures or possible civil unrest.
Your purchase of shares will benefit present shareholders.
Collectively the existing shareholders now own 1,503,500 shares of
Sportsman's' common stock, for which they paid an aggregate total of $4,125 in
cash. If all 100,000shares are sold, the current stockholders will still own
approximately 94% of the common stock, and you and the other purchasers in this
offering will own the other 6%, for which they will have paid $150,000 cash.
Thus, purchasers in this offering will contribute to the capital of Sportsman's
a disproportionately greater percentage than the ownership they receive. Present
stockholders will benefit from a greater share of Sportsman's if successful,
while investors in the offering risk a greater loss of cash invested if
Sportsman's is not successful.
The "penny stock" rules could make reselling your shares more difficult.
Sportsman's' common stock might be defined as a "penny stock" pursuant
to Rule 3a51-1 under the Securities and Exchange of Act if the shares were to be
traded at a price less than $5.00 per share, if Sportsman's had not yet met
certain financial size and volume levels, and if the shares were not registered
on a national securities exchange or quoted on the NASDAQ system. A "penny
stock" is subject to Rules 15g-1 through 15g-10 of the Securities and Exchange
Commission. Those rules require securities broker-dealers, before effecting
transactions in any "penny stock," to (1) deliver to the customer, and obtain a
written receipt for a disclosure document set forth in Rule 15g-10. (Rule
15g-2); to disclose certain price information about the stock (Rule 15g-3); to
disclose the amount of compensation received by the broker-dealer (Rule 15g-4)
or any "associated person" of the broker-dealer (Rule 15g-5); and to send
monthly statements to customers with market and price information about the
5
<PAGE>
"penny stock." (Rule 15g-6) Sportsman's' common stock could also become subject
to Rule 15g-9, which requires the broker-dealer, in some circumstances, to
approve the "penny stock" purchasers account under certain standards and deliver
written statements to the customer with information specified in the rules.
(Rule 15g-9) These additional broker-dealers from effecting transactions and
limit the ability of purchasers in this offering to sell their shares into any
secondary market for Sportsman's common stock.
USE OF PROCEEDS
The following table sets forth management's present estimate of the
allocation of net proceeds expected to be received from this offering. Actual
expenditures may vary from these estimates. Pending such uses, Sportsman's will
invest the net proceeds in investment-grade, short-term, interest bearing
securities.
Total Proceeds: $150,000
Less: Estimated Offering Expenses 25,000
Net Proceeds Available: $125,000
Use of Net Proceeds
Acquisition of Supplies,
Equipment and Inventory(1) $ 27,500
Marketing (2) 25,000
Operating Expenses 25,000
Working Capital (3) 47,500
Total Use of Net Proceeds $125,000
(1) This is the approximate amount of net proceeds of the offering
which Sportsman's estimates will be used to purchase the equipment and
supplies necessary to operate Sportsman's, as well as to acquire the
inventory and locations needed to commence full scale business
operations. (See "DESCRIPTION OF SPORTSMAN'S BUSINESS")
(2) This represents the amount Sportsman's estimates it will expend
producing marketing literature, contacting potential clients, including
the placement of advertising materials indirect mail.
(3) Sportsman's intends to use a significant portion of the net
proceeds to cover operating expenses and provide working capital during
the initial development phase of operations. Sportsman's believes this
amount is sufficient to provide the operating capital necessary to
operate the business until anticipated operating revenues can support
Sportsman's.
6
<PAGE>
ORGANIZATION WITHIN LAST FIVE YEARS
Sportsman's is a start-up company organized in 1996. It has no
operating history. As soon as the money from this offering is made available,
Sportsman's expects to make all arrangements necessary so that it can commence
operations.
DESCRIPTION OF SPORTSMAN'S BUSINESS
Company history
Sportsman's was incorporated under the laws of the state of Nevada on
March 13, 1996 for the purpose of becoming a wholesaler of sporting goods,
primarily associated with the shooting sports. Because of a lack of funding,
Sportsman's has not been able to commence any significant operations. In April
1998, Sportsman's acquired all of the outstanding stock of Cap's Sporting Goods
Wholesale, Inc., and thereby obtained the $3,007.55 in cash held in that
company. Sportsman's has concluded to begin its wholesale sporting goods
business through its new operating subsidiary, Cap's. Since acquiring Cap's and
undertaking to begin business operations, Sportsman's has raised a net $2,625 in
new equity capital in a private offering in late June, 1998. The present
offering will provide needed capital to get Sportsman's moving forward with its
business plan. There is no assurance that Sportsman's can successfully implement
its business plan.
In December, 1998, the Company agreed with a local Utah shooting club
to acquire its clays shooting sports facilities for $20,000 cash, contingent on
the completion of this offering. This location for shooting sports will give
Sportsman's its first sales outlet for its shooting sports products. Sportsman's
has also explored sources of clay targets for its wholesale business.
During the first quarter of 1999, Sportsman's organized and sponsored
three National Sporting Clays Association shooting tournaments at the Wild Wings
facility with the intent of developing awareness among local shooters of
Sportsman's and its intent to enter the wholesale sporting goods business. Three
more such shooting tournaments were promoted and sponsored by Sportsman's in the
second quarter of 1999. Six more tournaments are scheduled during the remainder
of 1999.
7
<PAGE>
Sportsman's has found two local gun clubs who are willing to purchase
clay targets from Sportsman's at prices that Sportsman's has negotiated with a
manufacturer in the Pacific Northwest. These contracts are contingent on
Sportsman's getting the proceeds of this offering to acquire the needed
inventory.
During the second quarter of 1999, Sportsman's acquired the inventory
of a defunct fishing lure and tackle shop and will resell these items as part of
its business.
The sporting goods industry
According to the National Sporting Goods Association, total U.S. retail
sales of sporting goods (including sporting equipment, athletic footwear and
apparel, but excluding recreational transportation products) were approximately
$41.6 billion in 1996, an increase from $39.2 billion in 1995. The retail
sporting goods industry is comprised of four principal categories of retailers:
-large format sporting goods stores, which typically range from 30,000
to 80,000 square feet in size and emphasize high sales volumes and a
large number of SKUs in a warehouse-style store;
-traditional sporting goods stores, which typically range in size from
5,000 to 20,000 square feet and carry a more limited assortment of
merchandise and are often viewed by their customers as convenient
neighborhood stores;
-specialty sporting goods stores, consisting of specialty stores and
pro shops, generally specializing in one product category of sporting
goods: and
-mass merchandisers, including discount retailers, warehouse clubs and
department stores, which although generally price competitive, have
limited customer service and a more limited selection.
Business strategy
Sportsman's is aiming its wholesale supplier concept at the third
category, the specialty stores and pro shops, particularly the organized
shooting sports and hunting clubs in the Western United States, initially
focusing on Utah, Wyoming and Nevada. Sportsman's will likely offer a broad
selection of hunting and shooting supplies and accessories, including such top
brand names as: Laport, Benelli, Fiochi, Outlaw, Bushnell, Remington and
Winchester.
Sportsman's' proposed business plan is based upon Mr. Hall's informal
study of the wholesale sporting goods market, and particularly his study of the
8
<PAGE>
sporting club and shooting club market. Specifically, Sportsman's will acquire
or contract with shooting facilities where tournaments are held in order to gain
locations for sales of products.
There are no assurances of general market acceptance of Sportsman's'
products and services. Sportsman's' business will be subject to all the risks
associated with breaking into established inventory and sales channels.
Sportsman's has undertaken no independent market studies to determine the
acceptance of its proposed products and services.
Management issues
Sportsman's will be substantially dependent upon its current management
team, which consists solely of Mr. Fred Hall. (See "Management"). The stability
of Sportsman's would be significantly compromised if Mr. Hall was unable or
unwilling to continue to perform his duties as President of Sportsman's.
Sportsman's does not carry key person life insurance with respect to Mr. Hall or
any other employee, and has no employment agreements.
It is anticipated that the management of Sportsman's will maintain
outside employment and devote only part time to the affairs of Sportsman's
during the initial phases of Sportsman's' business plan. The President initially
will be employed part time for a regular salary of $2,500 per month. Officers
and directors will be entitled to reimbursement of any reasonable out of pocket
expenses actually incurred on behalf of Sportsman's. Assuming the success of
Sportsman's' business plan, Fred Hall will eventually work full time for
Sportsman's. Sportsman's intends to hire other full- and part-time employees as
needed, but will not do so unless and until Sportsman's' business operations so
justify. The exact amount of any compensation to be paid has not been determined
but management intends, to the extent possible, to only pay compensation out of
revenues and to keep payments to a minimum until operations have fully
commenced.
One shareholder will control Sportsman's.
Fred Hall now owns 99.7% of the outstanding common stock of
Sportsman's, and will own 93.5% of the total outstanding shares even if this
offering is fully subscribed. With such percentages of ownership, Mr. Hall could
cause the election of all of the board of directors, prevent approval of an
acquisition of Sportsman's or otherwise exercise control of Sportsman's.
9
<PAGE>
Management has inherent conflicts of interest.
Many of the services and goods acquired by Sportsman's have been and
will likely come from sources connected in some way with management. Mr. Hall
has other interests which could give rise to conflicts with respect to the
amount of time devoted to Sportsman's. There is no assurance such conflicts of
time and interests will be resolved favorably to Sportsman's.
Sportsman's will have broad discretion to use offering proceeds.
Management will have wide discretion as to the allocation, priority and
timing of the allocation and spending of funds raised from this offering. The
uses of the proceeds of the offering may vary significantly from those outlined
in this Prospectus depending on numerous factors, including the success that
Sportsman's has testing and marketing its products. Investors purchasing the
shares will be entrusting their funds to Sportsman's' management, upon whose
judgement you must depend.
Management does not currently intend to pay any finders fees from the
revenues or other funds of Sportsman's. In the event that a person or entity
assists Sportsman's in connection with the introduction to a prospective
business product opportunity which is ultimately consummated, such person or
entity may be entitled to receive, upon board of directors approval, a finder's
fee through the issuance of securities in consideration for such introduction.
Such person, who may be an affiliate of Sportsman's, may be required to be
registered as, among other things, an agent or broker/dealer under the laws of
certain jurisdictions. Sportsman's is not presently obligated to pay any
finder's fees. The executive officers, directors or affiliates of Sportsman's
may be entitled to receive a finder's fee in the event they originate a
prospective business product or opportunity.
(See "Use of Proceeds" and "Management")
Officers' and directors' liabilities are limited.
The Nevada Revised Statutes provides that Sportsman's shall provide
indemnification of officers and directors and certain employees under certain
circumstances and payment of expenses outlined in the statute. The Bylaws of
Sportsman's provide that the officers and directors of Sportsman's shall be
indemnified to the fullest extent allowable under the statute.
Sportsman's' articles of incorporation provide that Sportsman's will
indemnify any officer, director or former officer or director, to the full
extent permitted by law. This could include indemnification for liabilities
10
<PAGE>
under securities laws enacted for shareowner protection, although, in the
opinion of the Securities and Exchange Commission, that indemnification is
against public policy.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
Sportsman's pursuant to the foregoing provisions, or otherwise, Sportsman's has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by Sportsman's of expenses incurred or paid by a director, officer
or controlling person of Sportsman's in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being offered, Sportsman's will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
Competition
Sportsman's intends to supply shooting clubs and hunting clubs with
ammunition, clay targets and related accessories and products. These clubs
resell such products to their members and guests, much in the way a golf course
or tennis court pro shop operates. Shooting and hunting clubs generally purchase
relatively small quantities of products because of their size. Thus they are an
economic combination of a wholesale purchaser and a retail customer. However,
Sportsman's believes that the small size of the hunting club and shooting club
market has discouraged competitors aiming to service that market, like
Sportsman's.
In many product areas, large mass merchandisers, like Wal-Mart, Costco,
Sam's Club and the like can offer products in bulk and at prices competitive
with traditional wholesalers. The study of the hunting and shooting club
industry informally conducted by Sportsman's, indicates that not enough
purchasing of clay targets and other shooting sports products takes place at
mass retailers to allow for supplies and pricing that otherwise comes with such
mass retailers. Sportsman's believes that service relationships and wholesale
pricing it intends to offer can effectively compete with mass retailers.
11
<PAGE>
Sportsman's has never paid dividends
Sportsman's does not currently intend to pay cash dividends on its
common stock and does not anticipate paying such dividends at any time in the
foreseeable future. At present, Sportsman's will follow a policy of retaining
all of its earnings, if any, to finance development and expansion of its
business.
Sportsman's does not allow cumulative voting or pre-emptive rights.
There are no pre-emptive rights in connection with Sportsman's' common
stock. Cumulative voting in the election of directors is not permitted.
Accordingly, the holders of a majority of the shares of common stock, present in
person or by proxy, will be able to elect all of Sportsman's' board of
directors. Even if all the shares offered in this offering are sold, the current
shareholders will own a majority interest in Sportsman's. Accordingly, the
present shareholders will continue to elect all of Sportsman's' directors and
generally control the affairs of Sportsman's. See "Description of the Securities
Offered."
There may not be a public trading market for the shares.
Prior to this offering, there was no public market for Sportsman's
common stock, and the offering price for the shares was determined arbitrarily
by the board of directors. See "Plan of Distribution - Determination of offering
Price."
Sportsman's does not currently meet the numerical requirements (such as
income, stockholders' equity and number of public shares outstanding) to have
its shares listed on a United States stock exchange or quoted on the NASDAQ
over-the-counter market. As soon as it meets those requirements, Sportsman's
intends to apply for a trading listing such that its common stock can be
followed on public information services over the Internet or in the financial
trade publications. Until any listing, Sportsman's has not yet decided whether
to utilize the provisions of Rule 15c2-11 under the Securities Exchange Act to
enable limited public trading in its common stock. It is unlikely that
sufficient shares will be outstanding in the foreseeable future to support a
public market in Sportsman's common stock. The price of the shares, after the
completion of this offering, can vary due to general economic conditions and
forecasts, Sportsman's' general business condition, the release of Sportsman's'
financial reports and sales of shares which were outstanding prior to this
offering. (See "Shares Eligible For Future Resale.")
12
<PAGE>
Sportsman's may have trouble with state blue sky requirements; you may have
problems with resales of the shares.
Sportsman's has not made application to register the Securities in any
states except Colorado and New York. Sportsman's will seek to obtain an
exemption from registration to offer the shares in various state jurisdictions
and may also make additional application to register the shares in some states.
Purchasers of shares in this offering must be residents of such jurisdictions
which either provide an applicable exemption or in which the shares are
registered. In order to prevent resale transactions in violations of states'
securities laws, public stockholders may only engage in resale transactions in
the shares in such jurisdictions in which an applicable exemption is available
or a blue sky application has been filed and accepted. Such restriction on
resales may limit your ability to resell the shares that you purchase in this
offering.
Several additional states may permit secondary market sales of the
shares once or after certain financial and other information with respect to the
company is published in a recognized securities manual such as Standard & Poor's
Corporation Records, after a certain period has elapsed from the date hereof; or
pursuant to exemptions applicable to certain investors."
Some shares owned by earlier investors could be sold after the offering,
affecting the resale price.
Of the 1,503,500 common shares presently outstanding, 500,000 shares
were acquired by Fred Hall in a private placement early in 1998. Mr. Hall
acquired another 1,000,000 shares when Cap's was acquired by Sportsman's in
April 1998. 3,500 additional common shares were acquired by several other
investors in a private offering in late June 1998. All of these shares are
"restricted securities" subject to the resale limitations imposed by Rule 144.
While these shares are not being offered for sale presently, they may at some
time in the future be sold, pursuant to Rule 144, into any public market that
may develop for Sportsman's' common stock. Under current rules of the
Commission, substantially all of the currently outstanding shares of common
stock could be sold into a public market, if one exists, on and after July 1,
1999. Future sales by current shareholders could depress the market prices of
the common stock in any such market. (See "Shares Eligible for Future Resale.")
13
<PAGE>
Statutory and charter limitations could deter an acquisition of Sportsman's.
The laws under which Sportsman's is chartered deny voting rights to
persons trying to acquire control, subject to approval by the other
shareholders. This could deter an acquisition of Sportsman's that might
otherwise be of benefit to shareholders who are not part of management. See
"Description of common stock."
Sportsman's will have only limited reporting requirements.
Because Sportsman's is only subject to Section 15(d) of the Securities
Exchange Act, it will not be subject to the proxy rules, short-swing profits
regulations, beneficial ownership report regulations and the bulk of the tender
offer regulations. Therefore, Sportsman's may only be required to file periodic
reports for a limited period of time. Sportsman's does intend to provide its
shareholders with annual reports containing audited financial statements from
independent accountants and other periodic reports as Sportsman's feels
necessary. However, in view of the fact that Sportsman's may have limited
reporting requirements, the investor will have less information available with
which to assess the status of Sportsman's.
Sportsman's may need additional financing and may not be able to obtain it.
Sportsman's has earned no substantial revenues to date and is entirely
dependent upon the proceeds of this offering to continue operations relating to
its prospective business. Although Sportsman's believes that the proceeds of
this offering will be sufficient to implement its business plan, Sportsman's
cannot ascertain with any degree of certainty the future capital requirements.
In the event that the net proceeds of this offering prove to be insufficient to
allow Sportsman's to pursue its business plan, Sportsman's currently has no
plans or arrangements with respect to additional financing which may be required
to continue the operations of Sportsman's. There can be no assurance that
additional financing will be available to Sportsman's on acceptable terms, if at
all. The unavailability of additional financing when needed would have a
material adverse effect on the continued development or growth of Sportsman's'
business.
There are currently no limitations on Sportsman's' ability to borrow
money to implement its business plan. The amount and nature of any borrowings by
Sportsman's will depend on numerous considerations, including Sportsman's'
capital requirements, Sportsman's' perceived ability to pay interest and
principal on such borrowings and the prevailing conditions in the financial
markets, as well as general economic conditions. There can be no assurance that
debt financing, if required or otherwise sought, would be available on terms
deemed to be commercially acceptable and in the best interests of Sportsman's.
14
<PAGE>
It is presently not contemplated that Mr. Hall or anyone affiliated
with him will be providing any loans or investment capital to Sportsman's over
and above what they have already done. The inability of Sportsman's to borrow
funds for an additional infusion of capital into the business may have material
adverse effects on Sportsman's' financial condition and future prospects. To the
extent that debt financing ultimately proves to be available, any borrowings may
subject Sportsman's to various risks traditionally associated with incurring
indebtedness, including the risks of interest rate fluctuations and
insufficiency of cash flow to pay principal and interest.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION
Overview of business plan
Sportsman's' purpose is to engage in the business of wholesale sporting
goods, primarily catering to the private shooting sports clubs by providing high
quality and cost-effective supplies of ammunition, clay targets and related
products such as shooting clothing. Sportsman's believes that the growth in
organized shooting sports, particularly in the form of shooting clubs, hunting
clubs, etc. in the Western United States has not been met with the level of
organized wholesale marketing of shooting sports products that exists in the
Eastern United States, where organized shooting sports clubs is an older
industry.
Sportsman's' own informal investigation indicates that several
manufacturers of shooting sports products and supplies are willing to sell to
new entrants into the wholesale market like Sportsman's, although other
manufacturers require credit histories and financial support that Sportsman's
will be unable to deliver at the beginning of its business operations.
Initially Sportsman's has leased a small office with limited
warehousing space at a reasonable rate (currently $750 per month) from which to
operate its business. Sportsman's plans on using shipment of products to its
customers directly from manufacturers, and therefore Sportsman's does not
anticipate needing large warehouse space.
Inasmuch as there is no assurance that the offering will be successful
or that Sportsman's will receive any net proceeds therefrom, to date,
Sportsman's has not entered into any contracts or commitments for leasing of
offices, purchasing of equipment or inventory, and buying customer databases.
15
<PAGE>
Therefore, there is no assurance Sportsman's will be able, with the proceeds of
this offering, to lease adequate office space, acquire sufficient equipment, or
purchase sufficient potential client databases to commence operations.
Results of operations
Sportsman's has made only insubstantial sales to date (March 31, 1999),
and has earned only $505 in operating revenues since its inception in early
1998. Still in its organizational stage, Sportsman's has used shareholder equity
and borrowed funds to provide cash to pay ongoing expenses, including limited
marketing through promotion of local shooting tournaments. (See "DESCRIPTION OF
SPORTSMAN'S BUSINESS") This has resulted in an accumulated operating loss of
($50,115) as of March 31, 1999, which equates to ($0.03) per share.
Financial condition
Sportsman's had cash of $9,945 at March 31, 1999, far less than it
requires to pay the expenses of this offering and other operating costs
currently being incurred. The expenditure of borrowed funds to pay operating
costs has resulted in a negative shareholders equity of ($45,990) at March 31,
1999. If Sportsman's is unsuccessful at raising the $150,000 sought from this
offering, it appears to be unable to continue in the development and
implementation of its business plan without some other source of equity funding.
It is unlikely that debt funding will be possible in amounts necessary to
achieve the business plan.
Since March 31, 1999, Sportsman's has spent approximately $4,000 to
acquire fishing lure inventory, and used substantially the remainder of the cash
in sponsorships of clay shooting tournaments for marketing purposes.
DESCRIPTION OF PROPERTY
Sportsman's owns no real property. Sportsman's currently leases a small
office at 55 West 200 North, Suite 3, in Provo, Utah. Sportsman's will likely
use this or a similar size office as its principal executive offices until
Sportsman's' business requires more extensive administrative facilities. At all
times, Sportsman's intends to locate appropriate office space and negotiate
agreements to lease office space as business operations require and will support
such action.
Sportsman's is leasing its office and limited warehouse space on a
month to month basis so as not to incur excessive long term liabilities. It is
foreseeable that this lease could be terminated by the lessor as soon as the
lessor found someone willing to lease the property on a longer term basis.
Should this be the case, Sportsman's will likely incur significant expense in
searching for and configuring new office space to meet its needs. Also,
Sportsman's could incur significant inconvenience, loss of time and income,
16
<PAGE>
disruption of marketing and customer service as well as loss of customer
confidence if it is required to change office and/or warehouse space on a
frequent basis.
MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
At present, Sportsman's' common stock is not traded publicly. There is
no assurance that a trading market will develop, or, if developed, that it will
be sustained. A purchaser of shares may, therefore, find it difficult to resell
such shares should he or she desire to do so when eligible for public resales.
Furthermore, shares of Sportsman's' common stock are not marginable, and it is
unlikely that a lending institution would accept Sportsman's' common stock as
collateral for a loan.
Through this Prospectus, Sportsman's proposes to publicly offer 100,000 shares
of Sportsman's common stock. To date, no shares of common stock are subject to
outstanding options, warrants to purchase or securities convertible into common
stock.
EXECUTIVE COMPENSATION
To date, Fred Hall has been paid an average of $1785 per month by Cap's
since February 1998. Sportsman's presently has no formal employment agreements.
Sportsman's has agreed informally with Fred Hall to pay him $2,500 per month for
his services as Chief Executive Officer if this offering is successful.
DILUTION
"Dilution" means the difference between the price of the shares
purchased by Investors in this offering from the pro forma net book value per
share after giving effect to the offering. "Book value" is obtained by
subtracting the total liabilities from the total assets (total assets less
intangible assets and offering expenses). Book value per share is determined by
dividing the number of shares outstanding into net book value of shares
immediately after the offering.
17
<PAGE>
As of March 31, 1999, Sportsman's had 1,503,500 shares of common stock
issued and outstanding and a negative book value of ($0.03) per share. This
offering will bring the outstanding shares of common stock to 1,603,500. The net
proceeds to Sportsman's from this offering are expected to be $125,000. By
adding the expected net proceeds of this offering to the March 31, 1999 book
value and dividing by the number of shares outstanding after the offering,
Sportsman's would have a per share book value of approximately $0.05. Therefore,
the investors who purchase in this offering will suffer an immediate dilution in
the book value of their shares of approximately $1.45 or approximately 96.66%,
and the present shareholders will receive an immediate book value increase for
their shares of $0.08 per share from the new investors.
Comparative data
The following table illustrates the pro forma proportionate ownership
in Sportsman's, upon completion of this offering, of present stockholders and of
investors in the offering, compared to the relative amounts paid and contributed
to the capital of Sportsman's by present stockholders and by Investors in this
offering, assuming no changes in book value other than those resulting from the
offering.
DILUTION TABLE
Shares Percent Cash
Owned Paid Price/Share
----- ---- -----------
Present Shareholders 1,503,500 0.03% $0.002
New Investors 100,000 99.97% $1.500
PLAN OF DISTRIBUTION
The management of Sportsman's will offer the shares and will not be paid
anything extra for their selling efforts. They will claim an exemption from
registration as broker dealers or registered representatives. Members of
management and their affiliates may acquire shares in this offering, although
they have made no such commitment as of the date of this prospectus.
18
<PAGE>
The officers and directors of Sportsman's will sell the shares offered
hereunder on a "best efforts" basis. If the total 100,000 shares of common stock
are not sold by September 30, 1999, or December 31, 1999 if the offering is
extended by Sportsman's, all investor funds will be refunded to the subscribing
investors without interest or deduction of any kind.
Pending the closing of the offering, all Investor funds will be held in
a separate escrow account maintained at a national bank by A. Robert Thorup of
Ray Quinney & Nebeker, 79 South Main Street, Salt Lake City, Utah 84111.
Sportsman's will only accept cash or certified funds, which must be
accompanied by a completed subscription agreement in the form attached to this
Prospectus as Appendix A.
Investors must complete and submit the Subscription Agreement, the form
of which is attached to this Prospectus.
This is a best efforts offering.
There is no firm commitment by anyone to buy the shares. Sportsman's is
offering the shares on an "all or nothing" basis with no underwriter assistance
or firm commitment from any investor or dealer. No assurance can be given that
all of the shares will be sold.
You will experience immediate dilution in the book value of the shares which you
may acquire in this offering.
The present shareholders of Sportsman's acquired their common stock at
an aggregate average cost of $0.002 per share, substantially less than the $1.50
per share to be paid by Investors in this offering. Dilution may also occur if
Sportsman's issues additional shares at a price lower than the offering price
stated herein. A substantial portion of the 50,000,000 authorized shares of
common stock of Sportsman's will remain unissued if all shares offered hereby
are sold. The board of directors has the authority to issue such shares without
shareholder approval. Following the offering, any additional issuances of shares
by Sportsman's from its authorized but unissued shares would have the effect of
further diluting the book value of shares and the percentage ownership interest
of investors in this offering. (See "DILUTION")
19
<PAGE>
Effect of purchases of shares by officers, directors and affiliates.
Officers and Directors of Sportsman's may purchase shares sold in this
offering under the same terms and conditions as the public investors. Such
purchases, if made, will be in compliance with rule 10b-6 and be for investment
purposes only and not for redistribution (i.e., no present intention to
distribute or resell the securities). To the extent of any such purchases for
investment purposes only, a portion of the shares from this offering will not
enter the "public float." (The public float is the amount of free-trading
securities which are immediately resalable in the trading market.) Such
reduction means that there are less securities for the public investors to
purchase and resell and may cause a lack of liquidity in any trading of
Sportsman's' shares. Also, such a reduction in the public float may make
possible the commitment of public investors in the absence of public demand for
the offering.
Sportsman's has no commitment from anyone to purchase shares.
No commitment presently exists by anyone to purchase any of the shares
offered. Consequently, no assurance can be given that any shares will be sold.
Although no commitment has been made, officers and directors may purchase in the
offering.
The offering price was determined arbitrarily by Sportsman's.
The public offering price of the shares offered hereby was arbitrarily
determined by Sportsman's without the advice of an underwriter. The price bears
no relationship to Sportsman's' assets, book value, net worth or other
recognized criterion of value. In no event should the public offering price be
regarded as an indicator of any future market price of the shares.
No person has been authorized to give any information or to make any
representations in connection with this offering other than those contained in
this prospectus and, if given or made, that information and representations must
not be relied on as having been authorized by the company. This prospectus is
not an offer to sell or a solicitation of an offer to buy any of the securities
it offers to any person in any jurisdiction in which that offer or solicitation
is unlawful. Neither the delivery of this prospectus nor any sale hereunder
shall, under any circumstances, create any implication that the information in
this prospectus is correct as of any date later than the date of this
prospectus.
20
<PAGE>
The shares have not been registered in any state except Colorado and New York,
and may only be offered or traded in such other states pursuant to an exemption
from registration. Purchasers of shares either in this offering or in any
subsequent trading market which may develop must be residents of states in which
the securities are registered or exempt from registration. Some of the
exemptions are self-executing, that is to say that there are no notice or filing
requirements, and compliance with the conditions of the exemption render the
exemption applicable. The company will amend this prospectus for the purpose of
disclosing additional states, if any, in which the company's securities will
have been registered or an exemption is available. See "Risk Factors - State
blue sky registration; restricted resales of the securities."
LEGAL PROCEEDINGS
To the knowledge of the officers and directors of Sportsman's, neither
Sportsman's nor any of its officers or directors is a party to any material
legal proceeding or litigation and such persons know of no material legal
proceeding or litigation contemplated or threatened. There are no judgments
against Sportsman's or its officers or directors. None of the officers or
directors has been convicted of a felony or misdemeanor relating to securities
or performance in corporate office.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The following table sets forth the directors, executive officers
promoters and control persons of Sportsman's, their ages, and all offices and
positions held within Sportsman's. Directors are elected for a period of one
year and thereafter serve until their successor is duly elected by the
stockholders and qualified. Officers and other employees serve at the will of
the board of directors.
Term Served Positions with
Name of Officer or Director Age as Officer/Director Company
- --------------------------- --- ------------------- -------
Fred Hall 32 3/96 - present President,
Secretary,
Treasurer and
Director;
President,
Secretary and
Director of Cap's
21
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table provides information known to Sportsman's concerning those
persons who, as of the date of this Prospectus, were the beneficial owners of 5%
or more of Sportsman's common stock, which is the only type of security
Sportsman's currently has issued and outstanding.
Amount & Nature of % of After
Name and Address Beneficial Ownership(1) Class offering
---------------- ----------------------- ----- --------
Fred L. Hall 1,500,000 common shares 99.7% 93.5%
All officers and
directors as a group
(1 person) 1,500,000 common shares 99.7% 93.5%
(1) The term "beneficial owner" refers to both the power of investment
(the right to buy and sell) and rights of ownership (right to receive
distributions from Sportsman's and proceeds from the sales of shares). Inasmuch
as these rights may be held or shared by more than one person, each person who
has a beneficial ownership interest in shares is deemed to be the beneficial
owners of the same shares because there is shared power of investment or shared
rights of ownership.
DESCRIPTION OF THE SECURITIES OF THE COMPANY
The following summary describes the material provisions of Sportsman's'
Articles of Incorporation and Bylaws relating to the securities being offered
hereby, copies of which documents will be furnished to an investor upon written
request therefor. Pursuant to Sportsman's' Articles of Incorporation, no
director or officer shall be personally liable to the Corporation or its
stockholders for monetary damages for any breach of fiduciary duty by such
person as a director or officer. Notwithstanding the foregoing sentence, a
director or officer shall be liable to the extent provided by applicable law,
for acts or omissions which involve intentional misconduct, fraud or a knowing
violation of law, or for the payment of dividends in violation of applicable
law. The foregoing limitations do not affect the standards to which directors
must conform in discharging their duties to stockholders or modify the
availability of equitable relief for breach of duty. Further, the foregoing
limitations do not affect the availability of relief under causes of action
based on Federal law, including the Federal securities laws. The shares being
registered pursuant to the registration statement of which this prospectus is a
part are shares of common stock, all of the same class, and entitled to the same
rights and privileges as all other shares of common stock.
22
<PAGE>
Description of common stock.
Sportsman's can issue up to 50,000,000 shares of common stock under its
current articles of incorporation. It now has 1,503,500 shares of its common
stock issued and outstanding (at the date of this Prospectus). If all of the
shares in this offering are sold, Sportsman's will have 1,603,500 shares issued
and outstanding.
Holders of Sportsman's' common stock are entitled to receive dividends
when declared by the board of directors out of funds legally available
therefore. Any such dividends may be paid in cash, property or shares of
Sportsman's' common stock. Sportsman's has not paid any dividends since its
inception. All dividends will be subject to the discretion of Sportsman's' board
of directors, and will depend upon, among other things, the operating and
financial conditions of Sportsman's, its capital requirements and general
business conditions. Therefore, there can be no assurance that any dividends on
Sportsman's' common stock will be paid in the future.
All shares of Sportsman's' common stock have equal voting rights and,
when validly issued and outstanding, will have one vote per share on all matters
to be voted upon by the shareholders. Cumulative voting in the election of
directors is not allowed, and a quorum for shareholder meetings shall result
from a majority of the issued and outstanding shares present in person or by
proxy. Accordingly, the holders of a majority of the shares of common stock
present, in person or by proxy at any legally convened shareholders' meeting at
which the board of directors is to be elected, will be able to elect all
directors and the minority shareholders will not be able to elect a
representative to the board of directors.
Shares of Sportsman's' common stock have no pre-emptive or conversion
rights, no redemption or sinking fund provisions, and are not liable for further
call or assessment.
Each share of Sportsman's' common stock is entitled to share pro rata
any assets available for distribution to holders of its equity securities upon
liquidation of Sportsman's. During the pendency of the offering, subscribers
will have no rights as stockholders of Sportsman's until the offering has been
completed and the shares have been issued to them.
23
<PAGE>
Description of preferred stock.
Sportsman's can issue up to 5,000,000 shares of preferred stock, the
rights and preferences of which may be designated in one or more series by the
board of directors. Preferred stock can be designated and issued without
shareholder approval. The board of directors has not designated any series or
issued any shares of preferred stock. The designation and issuance of series of
preferred stock in the future would create additional securities which would
have dividend and liquidation preferences greater than those belonging to the
shares in this offering.
The issuance of preferred stock may have the effect of delaying or
preventing a change in control of Sportsman's without further shareholder action
and may adversely effect the rights and powers, including voting rights, of the
holders of common stock. In certain circumstances, the issuance of preferred
stock could depress the market price of the common stock. The board of directors
effects a designation of each series of preferred stock by filing with the
Nevada Secretary of State a Certificate of Designation defining the rights and
preferences of each such series. Documents so filed are matters of public record
and may be examined in accordance with procedures of the Nevada Secretary of
State, or copies thereof may be obtained from Sportsman's.
Transfer agent.
Interwest Transfer Company, Inc., 1981 East Murray-Holladay Road, Salt
Lake City, Utah 84117, Telephone (801) 272-9294 is the transfer agent and
registrar for Sportsman's' outstanding securities. No CUSIP number has yet been
applied for.
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
The tax treatment to a holder of common stock may vary depending on
such holder's particular situation. Potential investors should consult their own
tax advisors as to the tax treatment that may be anticipated to result from the
ownership or disposition of common stock in their particular circumstances,
including the application of foreign, state or local tax laws or estate and gift
tax considerations.
24
<PAGE>
INTEREST OF NAMED EXPERTS AND COUNSEL
None of the experts named herein was or is a promoter, underwriter,
voting trustee, director, officer or employee of Sportsman's. Further, none of
the experts was hired on a contingent basis and none of the experts named herein
will receive a direct or indirect interest in Sportsman's.
Legal matters
Certain legal matters will be passed upon for Sportsman's by Ray
Quinney & Nebeker, of Salt Lake City, Utah. Attorneys at Ray Quinney & Nebeker
hold no shares in Sportsman's and have no rights to acquire any such shares.
Accounting matters
The December 31, 1998 financial statements included in this prospectus
and elsewhere in the Registration Statement have been audited by Tanner + Co.,
Certified Independent Public Accountants, located in Salt Lake City, Utah, as
indicated in their report with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said reports. The March 31, 1999 financial information included in
this prospectus are unaudited and prepared by Sportsman's.
WHERE TO FIND ADDITIONAL INFORMATION
Sportsman's has filed with the United States Securities and Exchange
Commission (the "Commission") a Registration Statement on Form SB-2, under the
Securities Act of 1933, as amended (the "Securities Act), with respect to the
securities offered hereby. As permitted by the rules and regulations of the
Commission, this Prospectus does not contain all of the information contained in
the Registration Statement. For further information regarding both Sportsman's
and the securities offered hereby, reference is made to the Registration
Statement, including all exhibits and schedules thereto, which may be inspected
without charge at the public reference facilities of the Commission's
Washington, D.C. office, 450 Fifth Street, N.W., Washington, D.C. 20549. Copies
may be obtained from the Washington, D.C. office upon request and payment of the
prescribed fee. Sportsman's is an electronic filer. The Commission maintains a
Web site that contains a copy of this Prospectus and the related Registration
Statement, reports, proxy and information statements and other information
regarding issuers that file reports with the Commission. The Commission's Web
site address is (http:/www.sec.gov).
25
<PAGE>
Sportsman's intends to furnish its stockholders with annual reports
containing consolidated financial statements audited and reported upon by its
independent accounting firm and such other periodic reports as Sportsman's may
determine to be appropriate or as may be required by law. As of the date of this
Prospectus, Sportsman's became subject to the informational requirements of the
Exchange Act and, in accordance therewith, will file reports and other
information with the Commission. Sportsman's will not file a Form 8-A or other
Registration Statement under the Securities Exchange Act in the near future, and
will only be subject to Section 15(d) of the Exchange Act following the
effective date of the Registration Statement. Therefore the Commission's proxy
rules, short-swing profits regulations, beneficial ownership reporting
regulations and the bulk of the tender offer regulations will not be applicable
to Sportsman's.
Reports and other information filed by Sportsman's with the Commission
pursuant to the informational requirements of the Exchange Act will be available
for inspection and copying at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549,and at
the following regional offices of the Commission: New York Regional Office,
Seven World Trade Center, 13th Floor, New York, New York 10048; Chicago Regional
Office, 500 West Madison Street, Chicago, Illinois 60661. Copies of such
material may be obtained from the public reference section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Copies of
Sportsman's' Annual, Quarterly and other Reports which will be filed by
Sportsman's with the Commission commencing with the Quarterly Report for the
first quarter ended after the date of this Prospectus (due 45 days after the end
of such quarter).
Copies of Commission filings and other reports will also be available
upon request, without charge, by writing Sportsman's Wholesale Company, 55 West
200 North, Provo, Utah 84601.
Until 90 days after the effective date of this prospectus, all dealers effecting
transactions in the registered securities, whether or not participating in this
distribution, may be required to deliver a prospectus. This is in addition to
the obligation of dealers to deliver a prospectus when acting as underwriters
with respect to their unsold allotments or subscriptions.
26
<PAGE>
FINANCIAL STATEMENTS
Sportsman's financial statements follow beginning on the next page.
[This Space Left Blank Intentionally]
27
<PAGE>
SPORTSMAN'S WHOLESALE COMPANY
(A Development Stage Company)
- --------------------------------------------------------------------------------
Index to Consolidated Financial Statements
- --------------------------------------------------------------------------------
Page
Independent auditors' report F-2
Consolidated balance sheet F-3
Consolidated statement of operations F-4
Consolidated statement of stockholders' deficit F-5
Consolidated statement of cash flows F-6
Notes to consolidated financial statements F-7
F-1
<PAGE>
SPORTSMAN'S WHOLESALE COMPANY
(A Development Stage Company)
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
and Stockholders of
Sportsman's Wholesale Company
We have audited the accompanying consolidated balance sheet of Sportsman's
Wholesale Company and subsidiary (a development stage company), as of December
31, 1998 and the related consolidated statements of operations, stockholders'
deficit and cash flows for the period February 5, 1998 (date of inception) to
December 31, 1998. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Sportsman's
Wholesale Company and subsidiary, as of December 31, 1998 and the results of
their operations and their cash flows for the period February 5, 1998 (date of
inception) to December 31, 1998, in conformity with generally accepted
accounting principles.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in note 1 to the
consolidated financial statements, there is substantial doubt about the ability
of the Company to continue as a going concern. Management's plans in regard to
that matter are also described in note 1. The consolidated financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.
Salt Lake City, Utah
March 12, 1999
F-2
<PAGE>
<TABLE>
<CAPTION>
SPORTSMAN'S WHOLESALE COMPANY
(A Development Stage Company)
Consolidated Balance Sheet
- ---------------------------------------------------------------------------------------------------------
March 31,
1999 December 31,
(Unaudited) 1998
-----------------------------------
Assets
Current assets:
<S> <C> <C>
Cash $ 9,945 $ 1,624
Inventory 1,967 625
-----------------------------------
Total current assets 11,912 2,249
Vehicle, net of accumulated depreciation of $250 and $196
for March 31, 1999 and December 31, 1998, respectively 1,250 1,304
-----------------------------------
$ 13,162 $ 3,553
===================================
Liabilities and Stockholders' Deficit
Current liabilities:
Accounts payable $ 12,769 $ 12,854
Accrued expenses 4,383 4,315
Related party notes payable 42,000 27,500
-----------------------------------
Total current liabilities 59,152 44,669
-----------------------------------
Commitments - -
Stockholders' deficit:
Preferred stock, $.0001 par value, 5,000,000 shares
authorized, no shares issued or outstanding - -
Common stock, $.0001 par value, 50,000,000 shares
authorized, 1,503,500 shares issued and outstanding 150 150
Additional paid-in capital 3,975 3,975
Accumulated deficit (50,115) (45,241)
-----------------------------------
Total stockholders' deficit (45,990) (41,116)
-----------------------------------
$ 13,162 $ 3,553
===================================
See accompanying notes to consolidated financial statements. F-3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SPORTSMAN'S WHOLESALE COMPANY
(A Development Stage Company)
Consolidated Statement of Operations
- ----------------------------------------------------------------------------------------------------------
Period
Three Months February 5,
Ended 1998 (date of
March 31, inception) to Cumulative
1999 December 31, Amounts
(Unaudited) 1998 (Unaudited)
-----------------------------------------------------
<S> <C> <C> <C>
Sales $ 505 $ - $ 505
Cost of sales 256 - 256
-----------------------------------------------------
Gross profit 249 - 249
General and administrative expenses (4,175) (43,963) (48,138)
Interest expense (948) (1,278) (2,226)
-----------------------------------------------------
Loss before income taxes (4,874) (45,241) (50,115)
Income tax benefit - - -
-----------------------------------------------------
Net loss $ (4,874) $ (45,241) $ (50,115)
-----------------------------------------------------
Loss per share (basic and diluted) $ - $ (.04) $ (.04)
-----------------------------------------------------
Weighted average common shares
(basic and diluted) 1,504,000 1,126,000 1,303,000
-----------------------------------------------------
See accompanying notes to consolidated financial statements. F-4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SPORTSMAN'S WHOLESALE COMPANY
(A Development Stage Company)
Consolidated Statement of Stockholders' Deficit
February 5, 1998 (Date of Inception) to December 31, 1998
and Three Months Ended March 31, 1999 (Unaudited)
- -----------------------------------------------------------------------------------------------------------
Preferred Stock Common Stock Additional
---------------------------------------------------- Paid-In Accumulated
Shares Amount Shares Amount Capital Deficit
----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Balance at
February 5, 1998 - $ - - $ $ - $ -
Issuance of
common stock for
cash - - 503,500 50 3,075 -
Issuance of
common stock in
exchange for
subsidiary - - 1,000,000 100 900 -
Net loss - - - - - (45,241)
----------------------------------------------------------------------------------
Balance at
December 31, 1998 - - 1,503,500 150 3,975 (45,241)
Net loss
(unaudited) - - - - - 4,874
----------------------------------------------------------------------------------
Balance at
March 31, 1999
(unaudited) - $ - 1,503,500 $ 150 $ 3,975 $ (50,115)
----------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
F-5
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SPORTSMAN'S WHOLESALE COMPANY
(A Development Stage Company)
Consolidated Statement of Cash Flows
- ----------------------------------------------------------------------------------------------------------
Period
Three Months February 5,
Ended 1998 (date of
March 31, inception) to Cumulative
1999 December 31, Amounts
(Unaudited) 1998 (Unaudited)
-----------------------------------------------------
Cash flows from operating activities:
<S> <C> <C> <C>
Net loss $ (4,874) $ (45,241) $ (50,115)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation 54 196 250
Increase in inventory (1,342) (625) (1,967)
Increase (decrease) in:
Accounts payable (85) 12,854 12,769
Accrued expenses 68 4,315 4,383
-----------------------------------------------------
Net cash used in
operating activities (6,179) (28,501) (34,680)
-----------------------------------------------------
Cash flows from investing activities-
purchase of vehicle - (1,500) (1,500)
-----------------------------------------------------
Cash flows from financing activities:
Proceeds from related party notes payable 14,500 27,500 42,000
Issuance of common stock - 4,125 4,125
-----------------------------------------------------
Net cash provided by
financing activities 14,500 31,625 46,125
-----------------------------------------------------
Net increase in cash 8,321 1,624 9,945
Cash, beginning of period 1,624 - -
-----------------------------------------------------
Cash, end of period $ 9,945 $ 1,624 $ 9,945
-----------------------------------------------------
See accompanying notes to consolidated financial statements.
F-6
</TABLE>
<PAGE>
SPORTSMAN'S WHOLESALE COMPANY
(A Development Stage Company)
Notes to Financial Statements
December 31, 1998
- --------------------------------------------------------------------------------
1. Organization Organization and Principles of Consolidation
and Sportsman's Wholesale Company (Sportsmans) was
Summary of Incorporated under the laws of the state of Nevada in
Significant March of 1996. Cap's Sporting Goods Wholesale, Inc.
Accounting (Caps) was incorporated under the laws of the state
Policies of Utah in February 1998.
From March 1996 until February 5, 1998 (date of
inception) Sportsmans was an inactive company. On
February 5, 1998, Sportsmans became a development
stage enterprise as defined in Statement of Financial
Accounting Standards No. 7, "Auditing and Reporting
by Development Stage Enterprises."
On April 30, 1998, Sportsmans and Caps entered into
an agreement and plan of share exchange, whereby the
sole shareholder of Caps would exchange all of the
issued and outstanding common stock held in Caps, for
common stock of Sportsmans. At the time of the
exchange both Sportsmans and Caps were owned by the
same individual. The exchange resulted in 1,000,000
shares of Caps common stock being exchanged for
1,000,000 shares of Sportsmans common stock.
The consolidated financial statements consist of
Sportsmans and its wholly owned subsidiary Caps (the
Company), from February 5, 1998 (date of inception)
to December 31, 1998, as any transactions from
February 5, 1998 to April 30, 1998 for the companies
were immaterial. All significant intercompany
balances and transactions have been eliminated.
Going Concern
The accompanying consolidated financial statements
have been prepared assuming that the Company will
continue as a going concern. As of December 31, 1998,
the Company had a deficit in working capital of
$42,420, and an accumulated stockholders' deficit of
$41,116 and incurred a loss of $45,241 for the period
February 5, 1998 (date of inception) to December 31,
1998. These conditions raise substantial doubt about
the ability of the Company to continue as a going
concern. The consolidated financial statements do not
include any adjustments that might result from the
outcome of this uncertainty.
- --------------------------------------------------------------------------------
F-7
<PAGE>
SPORTSMAN'S WHOLESALE COMPANY
(A Development Stage Company)
Notes to Financial Statements
Continued
- --------------------------------------------------------------------------------
1. Organization Going Concern - Continued
and The Company's ability to continue as a going concern
Summary of is subject to the attainment of profitable operations
Significant or obtaining necessary funding from outside sources.
Accounting Management is in the process of pursuing business
Policies opportunities to provide sufficient cash flows to
Continued meet the Company's obligations. It is not known
whether management will be successful in these
endeavors.
Concentration of Credit Risk
The Company maintains its cash in bank deposit
accounts which, at times, may exceed federally
insured limits. The Company has not experienced any
losses in such accounts and believes it is not
exposed to any significant credit risk on cash and
cash equivalents.
Cash and Cash Equivalents
For purposes of the statement of cash flows, cash
includes all cash and investments with original
maturities to the Company of three months or less.
Inventory
Inventory consists of finished goods and is recorded
at the lower of cost or market, cost being determined
on a first-in, first-out (FIFO) method.
Vehicle
The Company's vehicle is recorded at cost less
accumulated depreciation. Depreciation is provided
using the straight-line method over the estimated
useful life. Expenditures for maintenance and repairs
are expensed when incurred and betterments are
capitalized.
Income Taxes
Deferred income taxes are provided in amounts
sufficient to give effect to temporary differences
between financial and tax reporting.
Earnings Per Share
The computation of basic earnings per common share is
based on the weighted average number of shares
outstanding during each period.
- --------------------------------------------------------------------------------
F-8
<PAGE>
SPORTSMAN'S WHOLESALE COMPANY
(A Development Stage Company)
Notes to Financial Statements
Continued
- --------------------------------------------------------------------------------
1. Organization Earnings Per Share - Continued
and The computation of diluted earning per common share
Summary of is based on the weighted average number of shares
Significant outstanding during the period plus the common stock
Accounting equivalents which would arise form the exercise of
Policies stock options and warrants outstanding using the
Continued treasury stock method and the average market price
per share during the period. Common stock equivalents
are not included in the diluted earnings per share
calculation when their effect is antidilutive.
Use of Estimates in Financial Statements 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.
Actual results could differ from those estimates.
Unaudited Financial Information
The unaudited financial statements include the
accounts of the company and include all adjustments
(consisting of normal recurring items), which are, in
the opinion of management, necessary to present
fairly the financial position of the Company as of
March 31, 1999 and the results of operations and cash
flows for the three months then ended and the
cumulative amounts from February 5, 1998 (date of
inception) through March 31, 1999. The results of
operations for the period ended March 31, 1999 are
not necessarily indicative of the results to be
expected for the entire year.
2. Income The benefit for income taxes is different from
Taxes amounts which would be provided by applying the
statutory federal income tax rate to loss before
benefit for income taxes for the following reasons:
Federal income tax benefit
at statutory rate $ 7,000
Change in valuation allowance (7,000)
-----------
$ -
-----------
- --------------------------------------------------------------------------------
F-9
<PAGE>
SPORTSMAN'S WHOLESALE COMPANY
(A Development Stage Company)
Notes to Financial Statements
Continued
- --------------------------------------------------------------------------------
2. Income Deferred tax assets (liabilities) consist of the
Taxes following:
Continued
Net operating loss carryforwards $ 7,000
Valuation allowance (7,000)
----------
$ -
----------
At December 31, 1998, the Company has a net operating
loss carryforward available to offset future taxable
income of approximately $45,000, which will begin to
expire in 2018. The utilization of the net operating
loss carryforward is dependent upon the tax laws in
effect at the time the net operating loss
carryforwards can be utilized. The Tax Reform Act of
1986 significantly limits the annual amount that can
be utilized for this carryforward as a result of the
change in ownership.
3. Related The related party notes payable consist of notes
Party payable to an entity owned by the spouse of an
Transactions officer/shareholder. The notes are unsecured, due on
demand and bear interest at 12%. At December 31,
1998, the Company had accrued interest payable and
recognized interest expense of $1,278 related to
these notes.
4. Supplemental There were no amounts paid for interest or income
Cash Flow taxes for the period February 5, 1998 (date of
Disclosure inception) to December 31, 1998.
- --------------------------------------------------------------------------------
F-10
<PAGE>
No dealer, salesman or other person is authorized to give any information or to
make any representations other than those contained in this Prospectus in
connection with the offer made hereby. If given or made, such information or
representations must not be relied upon as having been authorized by
Sportsman's. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities covered hereby in any
jurisdiction or to any person to whom it is unlawful to make such offer or
solicitation in such jurisdiction. Neither the delivery of this Prospectus nor
any sale made hereunder shall, in any circumstances, create any implication that
there has been no change in the affairs of Sportsman's since the date hereof.
TABLE OF CONTENTS
Page
Prospectus Summary.......................................................2
Risk Factors.............................................................4
Use of Proceeds..........................................................6
Organization Within Last Five Years......................................7
Description of Sportsman's Business......................................7
Management's Discussion and Analysis of Results of
Operations and Financial Condition.....................................15
Description of Property.................................................16
Market for the Company's Common Stock and Related
Stockholder Matters....................................................17
Executive Compensation..................................................17
Dilution 17
Plan of Distribution....................................................18
Legal Proceedings.......................................................21
Directors, Executive Officers, Promoters and Control Persons............21
Security Ownership of Certain Beneficial Owners.........................22
Description of the Securities of the Company............................22
Certain Federal Income Tax Considerations...............................24
Interest of Named Experts and Counsel...................................25
Where to Find Additional Information....................................25
Financial Statements....................................................27
Sportsman's Wholesale Company
100,000 shares of common stock
PROSPECTUS
June , 1999
28
<PAGE>
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. Indemnification of directors and officers
The statutes, charter provisions, bylaws, contracts or other
arrangements under which controlling persons, directors or officers of the
registrant are insured or indemnified in any manner against any liability which
they may incur in such capacity are as follows:
(a) Section 78.751 of the Nevada Business Corporation Act provides that
each corporation shall have the following powers:
1. A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, except an action by or in the right of the corporation, by reason
of the fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with the action, suit or proceeding if he acted in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interest of the corporation; and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, does not, of
itself create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and that, with respect to any criminal action or
proceeding, he had reasonable cause to believe that his conduct was unlawful.
2. A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses, including amounts paid in settlement and attorneys' fees actually and
reasonably incurred by him in connection with the defense or settlement of the
action or suit if he acted in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the corporation.
Indemnification may not be made for any claim, issue or matter as to which such
a person has been adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable to the corporation or for
amounts paid in settlement to the corporation, unless and only to the extent
that the court in which the action or suit was brought or other court of
competent jurisdiction, determines upon application that in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.
3. To the extent that a director, officer, employee or agent
of a corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding refereed to in subsections 1 and 2, above, or in
defense of any claim, issue or matter therein, he must be indemnified by the
corporation against expenses, including attorneys' fees, actually and reasonably
incurred by him in connection with the defense.
29
<PAGE>
4. Any indemnification under subsections 1 and 2, above,
unless ordered by a court or advanced pursuant to subsection 5, must be made by
the corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper in
the circumstances. The determination must be made: (a) By the stockholders; (b)
By the board of directors by majority vote of a quorum consisting of directors
who were not parties to the act, suit or proceeding; (c) If a majority vote of a
quorum consisting of directors who were not parties to the act, suit or
proceeding so orders, by independent legal counsel, in a written opinion; or (d)
If a quorum consisting of directors two were not parties to the act, suit or
proceeding cannot be obtained, by independent legal counsel in a written
opinion.
5. The certificate or articles of incorporation, the bylaws or
an agreement made by the corporation may provide that the expenses of officers
and directors incurred in defending a civil or criminal action, suit or
proceeding must be paid by the corporation as they are incurred and in advance
of the final disposition of the action, suit or proceeding, upon receipt of an
undertaking by or on behalf of the director or officer to repay the amount if it
is ultimately determined by a court of competent jurisdiction that he is not
entitled to be indemnified by the corporation. The provisions of this subsection
do not affect any rights to advancement of expenses to which corporate personnel
other than directors or officers may be entitled under any contract or otherwise
by law.
6. The indemnification and advancement of expenses authorized
in or ordered by a court pursuant to this section: (a) Does not exclude any
other rights to which a person seeking indemnification or advancement of
expenses may be entitled under the certificate or articles of incorporation or
any bylaw, agreement, vote of stockholders of disinterested directors or
otherwise, for either an action in his official capacity or an action in another
capacity while holding his office, except that indemnification, unless ordered
by a court pursuant to subsection 2, above, or for the advancement of expenses
made pursuant to this subsection 5, may not be made to or on behalf of any
director or officer if a final adjudication establishes that his acts or
omissions involved intentional misconduct, fraud or a knowing violation of the
law and was material to the cause of action; (b) Continues for a person who has
ceased to be a director, officer, employee or agent and inures to the benefit of
the heirs, executors and administrators of such a person.
7. The registrant's Articles of Incorporation limit liability
of its Officers and Directors to the full extent permitted by the Nevada
Business Corporation Act.
ITEM 25. Other expenses of issuance and distribution*
The following table sets forth the estimated costs and expenses to be
paid by Sportsman's in connection with the offering described in the
Registration Statement.
Amount
SEC registration fee $ 44.25
Blue sky fees and expenses $ 1,000.00
Printing and shipping expenses $ 2,500.00
Legal fees and expenses $15,000.00
Accounting fees and expenses $ 5,000.00
Transfer, Escrow and Miscellaneous expenses $ 1,000.00
Total $26,544.25
* All expenses except SEC registration fee are estimated.
30
<PAGE>
ITEM 26. Recent sales of unregistered securities
On June 30, 1998, Sportsman's sold 3,500 shares of unregistered common
stock to investors at the offering price of $0.75 per share. This offering was
conducted in reliance on Section 4(2) of the Securities Act and state corollary
exemptions. Based on its investigation of the purchasers, Sportsman's believes
that the persons who purchased these shares were sophisticated investors with
the economic ability to lose their entire investment without a material adverse
effect on the investor's ability to provide for himself or his family.
On May 25, 1998, 1,000,000 shares of unregistered Company common stock
were issued to Fred Hall in exchange for 1,000,000 shares of Cap's common stock,
in a one share per one share exchange pursuant to the Agreement and Plan of
Reorganization. These shares were issued in reliance on the exemption found in
Section 4(2) of the Securities Act and corollary state exemptions. Mr. Hall was
an officer and sole shareholder of both companies, and was in that capacity an
"accredited investor" with respect to these shares.
On February 5, 1998, 500,000 shares of unregistered Company common
stock were issued to Fred Hall for cash at $0.001 per share. This transaction
took place in reliance on Section 4(2) of the Securities Act and corollary state
law exemptions. Mr. Hall was an officer and sole shareholder of the Company, and
was in that capacity an "accredited investor" with respect to these shares.
ITEM 27. Exhibits
Index SEC Reference
Exhibit No. Document
3.1 Articles of Incorporation*
3.2 By-Laws*
4.1 Agreement and Plan of Reorganization with Cap's*
5 Opinion on Legality*
21 Subsidiaries of the small business issuer*
24.1 Consent of Tanner + Co.
24.2 Consent of Counsel to Issuer (included in Exhibit 5)*
27 Financial Data Schedule*
29.1 Escrow Agreement*
29.2 Subscription Agreement*
* Previously filed
31
<PAGE>
ITEM 28. Undertakings
Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned Registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred to that section.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to its Articles of Incorporation or provisions of the
Nevada Revised Statutes, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question, whether or not such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
The Registrant hereby undertakes to:
(1) File, during any period in which it offers or sells
securities, a post-effective amendment to this registration statement to: (i)
Include any prospectus required by section 10(a)(3) of the Securities Act; (ii)
Reflect in the prospectus any facts or events which, individually or together,
represent a fundamental change in the information in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and (iii) Include any additional
or changed material information on the plan of distribution.
(2) For determining liability under the Securities Act treat
each post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.
(3) File a post-effective amendment to remove from
registration any of the securities that remain unsold at the end of the
offering.
32
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it has met
all of the requirements of filing on Form SB-2 and has authorized this
Pre-Effective Amendment No. 3 to be signed on its behalf by the undersigned, in
Salt Lake City, Utah, on June 17, 1999.
Sportsman's Wholesale Company
By: /s/ Fred L. Hall
----------------------------------------
Fred L. Hall, Chief Executive Officer,
Sole Director and President
Pursuant to the requirements of the Securities Act of 1933, this
amendment to Registration Statement has been signed by the following persons in
the capacities and on the date indicated.
Signatures Title Date
/s/ Fred L. Hall President, Sole Director and June 17, 1999
---------------- Chief Executive Officer
Fred L. Hall (Principal Executive and
Financial/Accounting Officer)
33
CONSENT OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
We hereby consent to the use in this Registration Statement on Form
SB-2 of our report dated March 12, 1999, relating to the financial statements of
Sportsman's Wholesale Company, and to the reference to our Firm under the
caption "Experts" in the Prospectus.
TANNER + CO.
Salt Lake City, Utah
June 11, 1999
