SECURITES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT
Under
The Securities Act of 1933
RESOLUTION ASSISTANCE CORPORATION
(Exact name of registrant as specified in its charter)
Utah 8400 87-0620191
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Classification Identification
organization) Code Number) No.)
870 East 9400 South, Suite B105
Sandy, Utah 84094
(801) 556-7681
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
C. BRENTON WOODS
President and Chief Financial Officer
Resolution Assistance Corporation
870 East 9400 South, Suite B105
Sandy, Utah 84094
(801) 556-7681
(Name, address, including zip code, and telephone number,
including area code, of agent for services)
Copies to:
GARY R. HENRIE, ESQ.
FABIAN & CLENDENIN
215 South State, 12th Floor
Salt Lake City, Utah 84111
(801) 531-8900
Fax: (801) 531-1716
Approximate date of commencement of proposed sale of the
securities to the Public: As soon as practicable after the
Effective Time of this Registration Statement.
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CALCULATION OF REGISTRATION FEE
Title of each Amount Proposed Proposed Amount of
class of to be Maximum Maximum registration
securities to registered price per offering fee
be registered share share
Common Stock 1,000,000 $0.25 $250,000 $69.50
(no par value) shares
The Registrant hereby amends this Registration Statement
on such date or dates as may be necessary to delay its
Effective Time until the Registrant shall file a further
amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until the
Registration Statement shall become effective on such date
as the Commission, acting pursuant to said Section 8(a), may
determine.
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P R O S P E C T U S
1,000,000 Common Shares
RESOLUTION ASSISTANCE CORPORATION
A Utah Corporation
- - This Offering involves a significant degree
risk.
- - Investors need to read the section called
"Risks of This Investment" found on page 2
of this Prospectus.
- - Resolution Assistance Corporation is a
new Utah corporation engaged in the
business of providing support to
corporations by assisting with
marketing, capital formation and
structuring, employee search and
retention and other services necessary
to maintain and grow a corporation
and/or business. All of its current
activities are centered around producing
and marketing information and products
that enable businesses to become more
successful through understanding and
dealing with conflict.
- - The Company wants to raise $250,000 from
this Offering.
- - An Investor's purchase of Shares must
not exceed 10% of that Investor's net
worth.
- - There is no public market for the Company's Common
Stock.
- - The officers and directors of the Company will offer
the Shares and will not be specially compensated for
their selling efforts. They will claim an exemption
from registration as broker dealers or registered
representatives.
- - There is no minimum offering. The Company will accept
and spend any Investor money submitted for an accepted
purchase of Shares.
- - These securities have not been approved or disapproved
by the Securities and Exchange Commission, or any
state securities agency, nor has any federal or state
regulatory agency passed upon the accuracy or adequacy
of this prospectus. Any representation to the
contrary is a criminal offense.
The Date of this Prospectus is February , 1999
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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.
The Company
Resolution Assistance Corporation ("the Company") is a
newly formed Utah corporation with no operating history. The
Company was organized for the purpose of formulating and
introducing into the marketplace products designed to assist
corporations and other businesses with capital formation and
structuring, marketing, employee search and retention, and other
products and services which will assist corporations and
businesses in the development of and execution of their business
plans.
The initial product of the Company which it has introduced
into the market includes information which assists institutions
in identifying and removing conflict within their organizations.
The conflict resolution information is marketed and distributed
through seminars, workshops, audio cassettes, video programs,
and publication. The Company is developing and entering its
conflict resolution products into the marketplace through an
independent contractor relationship with Equitable Resolutions
Group. The mission statement of the Equitable Resolutions Group
states in part: Our mission is to provide the most advanced
social technologies known, for achieving conflict resolutions,
to: individuals, families, educators, business owners, business
professionals, employees, corporate leaders, government leaders,
law enforcement, and others seeking conflict resolutions.
Financial History and Current Position
The Company was formed on October 27, 1998. The Company
entered into a contract with Equitable Resolutions Group to
develop and market conflict resolution products. The Company
expects that the first conflict resolution products will enter
the market on or about February 15, 1999.
The Company's founder paid in $15,000 of start up capital
for the purpose of funding the start up of the Company. The
Company believes that it will obtain some level of profitability
in its first year of operations through the distribution of
products by the Equitable Resolutions Group. However, there can
be no assurance that first year profitability will, in fact, be
obtained. See "Management Discussion & Analysis of Financial
Condition and Results of Operations" and "Business of the
Company".
Use of Estimated Net Proceeds
The Company estimates that it will have $235,000.00
available from this Offering after expenses if total Offering is
sold. Any funds raised through this Offering will be used to
implement the products described above. In this connection, the
proceeds will pay costs of third party contractors and
providers, as well as salaries and expenses of the management
team during the start-up period. See "Use of Proceeds"
Becoming a Shareholder
You will be asked to complete and sign a Subscription
Agreement and to submit that with your investment money. If
your investment is not more than ten percent of your net worth
you will be accepted as a Shareholder. When your subscription
has been accepted, you will receive a signed copy of your
Subscription Agreement and an acknowledgment letter along with
your share certificates.
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RISK FACTORS
AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK
AND SHOULD ONLY BE MADE BY PERSONS WHO CAN AFFORD TO LOSE UP TO
THEIR ENTIRE INVESTMENT. BEFORE PURCHASING SHARES, YOU SHOULD
CONSIDER CAREFULLY THE FOLLOWING RISK FACTORS, IN ADDITION TO
THE OTHER INFORMATION IN THIS PROSPECTUS.
Risks Inherent in the Company
New Business Enterprise. The Company is at an early stage
of development in its new business strategy and is subject to
all of the risks inherent in the establishment of a new business
enterprise. To address these risks, the Company must, among
other things, establish the feasibility of its services and
products as profit centers and respond to competitive
developments. The Company's decision to become a consultant and
information provider of self help and group help type
information is predicated on the assumption that in the future,
the number of Company clients will be large enough to permit the
Company to operate profitably. There can be no assurance that
the Company's assumption will be correct or that the Company
will be able to successfully compete in the seminar and
consulting industry. If the Company's assumption is not
accurate, or if the Company is unable to compete as a consultant
and information provider, the Company's business, operating
results and financial condition will be materially adversely
affected.
Lack of Profitable Operations. The Company was only
recently organized and has no operating history from its
inception to the date of this Prospectus. Accordingly, the
Company does not have profitable operations at the present
time and will not have until its products enter the market place
in sufficient amounts to make operations from sales profitable.
Price of Shares. The price of the shares has been
arbitrarily determined by the company and bears no relationship
to the assets, earnings or the book value of the outstanding
common shares on the date hereof. Persons who purchase shares
will experience immediate and substantial dilution in the net
tangible book value of their shares. (See "DILUTION")
Dependence of Third Party. The Company is dependent for
its success on the talents, expertise, and business experience
of Equitable Resolutions Group. If for any reason Equitable
Resolutions Group is unable to meet its commitment to the
Company and provide services to the public in a way to maker the
Company profitable, the Company will have to attract and train
personnel qualified in the consulting and seminar business
having sufficient abilities to replace the services being
provided by Equitable Resolutions Group. Salt Lake City remains
a highly competitive job market, and there can be no assurance
that Company management will be able to hire personal qualified
to provide the services being provided by Equitable Resolutions
Group. Failure to attract or retain qualified personnel could
have a material adverse effect on the Company's business,
operating results and financial condition.
Results of Product Development and Growth uncertain. The
Company's intent is to use the net proceeds of the offering to
continue on a program of product development and distribution of
such products. There is no assurance, however, that the Company
will be able to achieve its product development and distribution
goals. During the period of product development and
distribution it should be expected that the Company will need to
overcome the challenges associated with establishing facilities,
finding and hiring competent employees, and developing the
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administrative and managerial resources necessary to run the
Company's operations or having Equitable Resolutions Group
accomplish all such challenges in behalf of the Company. The
failure of the Company to meet these challenges successfully
could adversely affect the Company's operations.
Lack of Market for Shares. At the present time there is no
market for the shares of the Company. Even though the Company
has plans to develop such a market, there can be no assurance
that such a market will develop. In addition, there is no
assurance that a market for the Company's shares will exist at
any given time in the future or, assuming the shares can be sold
in compliance with applicable securities statutes, there is no
assurance the market price at the time of such sales would be at
a level that would enable investors to recoup the value of their
investment in the Company. Consequently, the acquisition of
Shares pursuant to this offering may be an illiquid long-term
investment.
Dilution. Purchasers of the Shares will experience an
immediate and substantial dilution of 33.6% or $0.084 per share,
if the maximum number of Shares are sold, and greater dilution
if less than the maximum number of Shares are sold. For
example, if only one Share was sold in the Offering it would
experience dilution of $0.222 or 88.8%. (See "DILUTION")
Limited Capital/Need for Additional Capital. With the
exception of $15,000 of capital paid in by the founders, the
Company has no assets or operating capital. It is totally
dependent upon receipt of 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 the
Company will be limited. The Company 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 move the Company to
internal funding and profitability, the Company 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.
No Dividends. The Company 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, the Company will follow a policy of retaining all of
its earnings, if any, to finance development and expansion of
its business.
Limited Management. The Company will be substantially
dependent upon its current management team, (See "Management").
Other key personnel are functioning as independent contractors.
Currently, the Equitable Resolutions Group is the sole provider
of the Company's products. The stability of the Company would
be significantly compromised if the Equitable Resolutions Group
were unable or unwilling to perform these responsibilities. The
loss of the services of any of the current management team
members could have a materially adverse impact upon the Company.
The Company does not carry key person life insurance with
respect to any member of management and has no employment
agreements.
Conflicts of Interest/Non-Arms-Length Transactions. Many
of the services and goods acquired by the Company have been and
will likely come from sources connected in some way with members
of the Company's management team. Some members of the
management team have other interests which could give rise to
conflicts with respect to the amount of time devoted to the
Company. There is no assurance such conflicts of time and
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interests will be resolved favorably to the Company.
Possible Payment of Finder's Fees to Management or
Affiliates. Management does not currently intend to pay any
finders fees from the revenues or other funds of the Company.
In the event that a person or entity assists the Company 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 the Company, may be required to be registered as,
among other things, an agent or broker/dealer under the laws of
certain jurisdictions. The Company is not presently obligated
to pay any finder's fees. The executive officers, directors or
affiliates of the Company may be entitled to receive a finder's
fee in the event they originate a prospective business product
or opportunity.
Possible Need for Additional Financing and Risk of
Unavailability of such Financing. The Company has earned only
limited revenues to date and is entirely dependent upon the
proceeds of this Offering to continue operations relating to its
prospective business. Although the Company believes that the
proceeds of this Offering will be sufficient to implement its
business plan, the Company cannot ascertain with any degree of
certainty the future capital requirements for the full
development and production of its seminars, products and
inventory. In the event that the net proceeds of this Offering
prove to be insufficient to allow the Company to pursue its
business plan, the Company currently has no plans or
arrangements with respect to additional financing which may be
required to continue the operations of the Company. There can
be no assurance that additional financing will be available to
the Company 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 the
Company's business.
There are currently no limitations on the Company's ability
to borrow funds to implement its business plan. The amount and
nature of any borrowings by the Company will depend on numerous
considerations, including the Company's capital requirements,
the Company's perceived ability to meet debt service 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 the Company. It is
presently not contemplated that any of the Company's executive
officers or directors or their respective affiliates will be
providing any loans to the Company over and above what they have
already loaned to the Company. The inability of the Company to
borrow funds for an additional infusion of capital into the
business may have material adverse effects on the Company's
financial condition and future prospects. To the extent that
debt financing ultimately proves to be available, any borrowings
may subject the Company 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.
Year 2000 Risks. The Company 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 non-compliant systems of its third party vendors and
service providers. While the Company 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 its non-computer
equipment for noncompliant embedded chips. The Company is also
in the very earliest stages of assessing and communicating with
its key vendors and service providers to determine their Y2K
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compliance. In a worst case scenario, the Company 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 the Company's seminars and products
may be significantly reduced. Suppliers of its private label
products may not be able to ship sufficient quantities to meet
the Company's needs. The Company's own offices may be closed by
equipment or utility failures or possible civil unrest.
Risks related to the Nature of the Proposed Business
Uncertain Market Acceptance. The Company's proposed
business plan is based at the present time upon conflict
resolution materials and related products and services
introduced to limited markets, and is based upon assumed needs
and concerns of persons and entities who are interested in
conflict resolution. There are no assurances of general market
acceptance of the Company's products and services. The
Company's business will be subject to all the risks associated
with the packaging and introduction of new seminars and product
lines for sale into the competitive problem solving seminar
market. Other than limited pilot testing, the Company has
undertaken no independent market studies to determine the
acceptance of its proposed products and services.
Competition. The consulting, seminar and self improvement
industries are extremely competitive. Certain other companies
in these industries have access to more resources than does the
Company for the purpose of providing these services. The
ability of the Company to compete with other providers will
depend on the ability of the Company to adapt to and keep up
with trends within the industries. There is no assurance the
Company will be successful in these efforts.
Intellectual Property Risks. The Company relies primarily
on copyright laws and employee and third party nondisclosure
agreements to protect its intellectual property, but the Company
has not yet registered copyrights in any of its materials. The
Company could be damaged significantly by unauthorized copying
of its products and services. Although the Company is not aware
that any of its products and services are materially infringing
the rights of others, it is possible they are. If so, the
Company could have to modify its products and services, at
substantial possible cost. The Company might be subject to
lawsuits if it is alleged that it is infringing on the property
rights of others.
No Present Acquisition or Merger Transaction Contemplated.
None of the Company's officers, directors, promoters, their
affiliates or associates have had any preliminary contact or
discussions with and there are no present plans, proposals,
arrangements for mergers, acquisitions or similar transactions
involving the Company.
General Economic Situation. The Company provides products
and services that are not essential to the support of life. In
the event of significant economic downturns in the United States
or the World caused by any or all of a number of potential
causes, the demand for the Company's seminars and products may
be significantly reduced.
Risks Related to the Offering
Best Efforts Offering/No Firm Commitment. The Company is
offering the Shares on a "best efforts basis" with no
underwriter assistance or firm commitment from any investor or
dealer. No assurance can be given that any or all of the Shares
will be sold.
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Benefits to Present Shareholders; Continued Control. The
500,000 presently outstanding shares of the Company's Common
Stock were purchased by the founders of the Company for a total
aggregate consideration of $15,000. Immediately after
completion of this Offering, assuming the full $250,000 is sold,
the current shareholders will own 33% of the then outstanding
Common Stock, for which they will have paid an average $0.03 per
share; and Investors in this Offering will own the other 67% ,
for which they will have paid $0.25 per share. Thus, Investors
in this offering will contribute to capital of the Company a
disproportionately greater percentage than the current
shareholders. See "Dilution".
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 the Company has
testing and marketing its products. Investors purchasing the
Shares will be entrusting their funds to the Company's
management, upon whose judgment the Investors must depend. (See
"Use of Proceeds" and "Management")
Arbitrary Determination of Offering Price . The public
offering price of the Shares offered hereby was arbitrarily
determined by the Company without the advice of an underwriter.
The price bears no relationship to the Company'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.
There May Not Be A Public Trading Market. Prior to this
Offering, there was no public market for the Company'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."
The Company 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, the Company
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, the Company 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 the Company's
Common Stock. The price of the Shares, after the completion of
this Offering, can vary due to general economic conditions and
forecasts, the Company's general business condition, the release
of the Company's financial reports and sales of shares which
were outstanding prior to this offering. See "Shares Eligible
For Future Resale."
State Blue Sky Registration; Restricted Resales of the
Securities. The Company has not made application to register
the Securities in any state except Utah. The Company may 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.
As a matter of notice to the holders thereof, the common Stock
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certificates will contain information with respect to resale of
the securities. Further, the Company will advise its market
makers, if any, of such restriction on resale.
Such restriction on resales may limit the ability of
investors to resell the Shares purchased in this Offering.
Several additional states may permit secondary market sales
of the Shares (i) 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 (ii) after a certain period has elapsed from
the date hereof; or (iii) pursuant to exemptions applicable to
certain investors."
Some Shares Owned By Earlier Investors Could Be Sold After
The Offering, Affecting The Resale Price. The owners of 500,000
shares of the Company's Common Stock will be able to sell these
shares any time after October 27, 1999; assuming a public market
exists at such time. Whenever any shares of the Company's
Common Stock are sold, it could cause the share price to go down
and might keep it from rising. See "Shares Eligible for Future
Resale."
There is No Escrow or Impoundment of Investor Funds. All
Investor subscription funds received will be credited to the
cash accounts of the Company. See "Plan of Distribution."
Statutory And Charter Limitations Could Deter An
Acquisition Of The Company. The laws under which the Company is
chartered deny voting rights to persons trying to acquire
control, subject to approval by the other shareholders. The
Company's articles of incorporation and bylaws also contain
provisions which allow shareholders to increase the quorum or
voting requirement for shareholders. These provisions would
make it relatively difficult to authorize a merger or other
business combination, to change the board of directors or to
amend charter provisions. This could deter an acquisition of
the Company that might otherwise be of benefit to shareholders
who are not part of management. See "Description of Common
Stock."
The "Penny Stock" Rules Could Make Selling Shares More
Difficult. The Company'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 the Company 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 "penny stock." (Rule 15g-6) The
Company'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 the Company's Common Stock.
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Three Major Shareowners Will Have Substantial Control Over
The Company. Stephen B. Utley, D. Brenton Woods, and Richard M.
Bench now own, in the aggregate, 100% of the outstanding common
stock of the Company, and will own, in the aggregate, 33% of the
total outstanding shares even if this Offering as fully
described. With such percentages of ownership, Mr. Utley, Mr.
Woods and Mr. Bench will likely be able to cause the election of
all of the Board of Directors, prevent approval of an
acquisition of the Company or otherwise exercise control of the
Company.
Officers' And Directors' Liabilities Are Limited. The
Company's articles of incorporation provide that the Company
will indemnify any officer, director or former officer or
director, to the full extent permitted by law. This could
include indemnification for liabilities under securities laws
enacted for shareowner protection, although, in the opinion of
the federal Securities and Exchange Commission, that
indemnification is against public policy.
Effect of Purchases of Shares By Officers, Directors and
Affiliates. Officers and Directors of the Company 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 the Company'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.
No Commitment 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.
USE OF PROCEEDS
The uses of the proceeds available to the Company from the
sale of the Shares in this Offering are estimated below,
assuming that all of the Shares are sold. There is no assurance
that all of the Shares will be sold. The Company expects to use
the net proceeds over the coming 12-month period for general
corporate purposes, primarily as outlined below.
Offering Expenses $15,000
Payments to Independent Contractor 50,000
Working Capital 185,000
TotaL $250,000
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Estimated offering expenses include legal counsel fees and
costs, accounting fees and costs, printing costs, mailing and
travel expenses, and related costs. This does not include a
reserve for possible commissions payable to registered broker
dealers. Management believes that no broker dealer assistance
will be required.
Working Capital is the amount of the Company's current
assets, such as cash, receivables and inventory, in excess of
its current liabilities, such as accounts payable. As proceeds
are received, they would be added to cash bank balances,
increasing working capital. Working capital may be used to pay
salaries and expenses of employees, including management
personnel. Working capital also may be used, in Management's
discretion, to make loans (other than to officers and other
affiliates); no restrictions exist other than as set forth
above, as to whom loans may be made. Further, no criteria have
as yet been established for determining whether or not to make
loans, whether any such loans will be secured or limitations as
to amount.
The Company has not and does not presently intend to impose
any limits or other restrictions on the amount or circumstances
under which any of such transactions may occur except, that none
of the Company's officers, directors or their affiliates shall
receive any personal financial gain from the proceeds of this
Offering except for reimbursement for out-of-pocket offering
expenses. No assurance can be given that any of such potential
conflicts of interest will be resolved in favor of the Company
or will otherwise not cause the Company to lose potential
opportunities.
None of the proceeds raised hereby will be used to make any
loans to the Company's promoters, management or their
affiliates or associates of any of the Company's shareholders.
Further, the Company may not borrow funds and use the proceeds
therefrom to make payments to the Company's promoters,
management or their affiliates or associates.
Dilution.
The following table shows as of December 31, 1998, the
difference between existing shareholders and new Investors
purchasing Shares in this Offering.
AVERAGE
SHARES PURCHASED TOTAL CONSIDERATION PRICE PER
NUMBER PERCENT AMOUNT PERCENT SHARE
Existing
Shareowners 500,000 33% $ 15,000 5.7% $0.03
New
Investors 1,000,000 67% $250,000 94.3% $1.00
Total 1,500,000 100% $265,000 100.0% --
On December 31, 1998, the Company had a net book value of
($13,944), or ($0.028) per share (based on 500,000 shares
outstanding). The net tangible book value per share is equal
to the Company's total tangible assets, less its total
liabilities and divided by its total number of shares of common
stock outstanding. After giving effect to the sale of the
Shares at the public offering price of $0.25 per Share, and the
application of the estimated net offering proceeds, the net
tangible book value of the Company, as of December 31, 1998,
would have been $248,944, or $0.166 per share. This represents
an immediate increase in net tangible book value of $0.138 per
share to existing shareholders, and an immediate dilution of
$0.084 per share to new Investors purchasing shares in this
Offering. The following table illustrates the per share
dilution in net tangible book value per share to new Investors:
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Public offering price per Share $ 0.25
Net tangible book value per share
as of December 31, 1998 $0.028
Increase per share attributed to
investors in this Offering $0.138
Net tangible book value per share
as of December 31, 1998,
after this Offering $0.166
Net tangible book value dilution per
share to new investors $0.084
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results
The Company is a new enterprise and a development stage
company. It has no revenues to date. The Company anticipates
becoming profitable in 1999, although there can be no assurance
of this result.
Business Plan Progress
The information in this prospectus other than historical
information is "forward looking information" presenting
management's beliefs and estimates about the future. These
beliefs, plans and estimates are subject to significant risks.
(See "Risk Factors" above)
The Company believes that there is a need for conflict
resolution and understanding among and within businesses and
institutions. The Company believes there is a market for
products that will promote the understanding of and the
elimination of conflict in the form such products have been
developed by the Equitable Resolutions Group. The Equitable
Resolutions Group is presently under contract with the company
to market the Equitable Resolutions Group's products on terms
and conditions that the company believes will be profitable to
the Company in 1999.
The Company has no immediate plans to develop other
products during 1999 other than those that will be offered to
the public by Equitable Resolutions Group.
Liquidity and Capital Resources
The Company requires the investor capital to continue the
development of its business plan. While it has been able to
borrow needed operating capital from its founders to date, these
sources have indicated an unwillingness to continue to advance
funds to the Company. The Company will depend on the funds to
be raised in this Offering to stay in business and to implement
its business plan. If there is insufficient capital raised in
this Offering, the Company will be left to attempt to raise
investor capital through other offerings or placements at
different prices or configurations. The Company has limited
cash funds and may not be able to retain the needed professional
assistance if another offering were necessary because this
Offering failed.
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INFORMATION ABOUT THE COMPANY
Introduction
Resolution Assistance Corporation is a newly formed Utah
corporation with no operating history. The Company was
organized for the purpose of formulating and introducing into
the marketplace products designed to assist corporations and
other businesses with capital formation and structuring,
marketing, employee search and retention, and other products and
services which will assist corporations and businesses in the
development of and execution of their business plans.
The Company's initial products deal with conflict
understanding and resolution. These products have been
developed by Equity Resolutions Group, who is under contract
with the Company to provide such products in behalf of the
Company. The conflict resolution products are the only products
that the Company presently intends to offer during 1999.
Accordingly, the balance of this section regarding information
about the Company is dedicated to the explanation of those
products. Subsequent products will be developed in the future
by company management to reflect needs in the marketplace at the
time the products are developed.
Conflict Resolution Products
The Company produces, markets and distributes information
and products that enable individuals and institutions to become
more successful through understanding and dealing with conflict.
The mission statement of the Company is to provide the most
advanced social technologies known for achieving conflict
resolutions to: individuals, families, educators, business
owners, business professionals, employees, corporate leaders,
government leaders, law enforcement, and others seeking conflict
resolutions.
The Company provides conflict resolution training and
support through consultations, trainings (including seminars),
publications, mediations, arbitrations, negotiations, and
research programs. The Company provides each of these services
on a cost or fee basis and believes profitable operations can be
obtained through providing its services to the public.
Market and Customer Base
We believe that the market for information and products
that can educate and train persons and organizations how to
obtain conflict resolution will continue to grow as our society
seeks to survive and thrive in a climate of conflict and
uncertainty. We believe that conflict lies at the heart of all
obstructions to progress, whether we are discussing the progress
of the individual or the organization. At present the Company
has products targeted for the following groups designed to
assist them removing, or using in a constructive fashion,
conflict in order for such groups to become successful in
achieving their goals and objectives:
- - Business activity, especially as it relates to sales
activities
- - Corporate or other business structures
- - Government
- - Family
- - Public schools and other educational settings
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Almost every segment of our society and of peoples lives
has the potential for conflict. The Company believes that how
this conflict is handled will determine to a great extent how
successful the activities of our society and the activities of
people will be. Accordingly, the Company believes that its
potential market place will eventually be every part of our
society and every entity and person in that society. The
Company will attempt to service that customer base by expanding
its services and products to target all areas of conflict with
our society.
Our Strategy
Based on our view of the market and what our customer base
wants, we have adopted the following strategy to grow and expand
the Company's business:
- - Obtain and create exclusive content for marketable products
and services designed to achieve the Company's mission
statement.
- - Build a large portfolio of products and services, in order to
create a continuing income stream.
- - Develop long-term product and service lines targeted toward
institutions in our society where conflict resolution is
needed most and in which a significant market share can be
achieved.
- - Expand distribution of products and services through new
outlets and mediums.
Our Current Products and Services
The Company focuses on providing training for conflict
resolution through on-site training such as seminars and other
teaching venues. When dealing with corporate and other business
management, the teaching takes the form of consultation for the
purpose of developing conflict resolution strategies for a
particular organization. The Company also markets conflict
resolution information through the production of other products
such as publications, audio cassettes, and video programs.
The Company consults corporate, governmental, and
educational leadership on how to resolve conflicts within the
parameters of their stewardship. It creates programs to address
specific conflict resolution needs or challenges for a variety
of management levels, organizational divisions, or
administrative departments. The Company performs the services
of mediation, arbitration, and negotiation as needed by clients,
as sought by independent disputing parties, and as assigned by
various court jurisdictions. The Company promotes and presents
live training sessions on conflict resolution strategies to
corporate management , employees, government leaders and
workers, business professionals of many types, educators, and
special interest groups. And as mentioned, the Company produces
a variety of publications, cassettes and video programs, as well
as comprehensive workshop support materials on all aspects of
conflict resolution. The Company intends to continue to adapt
its products to other applications while it works to penetrate
the markets of the entities that have already been targeted.
Business Operations
At the present time and for the foreseeable future, the
Company will conduct its business operations through the
Equitable Resolutions Group. The Company has obtained by
contract the exclusive rights to the services of the Equitable
Resolutions Group for the purpose of executing the business plan
of the Company.
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The Equitable Resolutions Group has recently completed five
years of research and development work relating to the
prevention and resolution of conflict situations, both personal
and professional. The Equitable Resolutions Group is now
prepared to expand consultation services, training services, and
provide comprehensive publications relating to the prevention
and resolution of conflicts to corporate management and their
employees, government leaders and law enforcement, workers,
business professionals of all types, educators, and special
interest groups.
The Equitable Resolutions Group has done significant
testing through seminars and seminar support materials to
determine the value and effectiveness of the information that
the Company promotes and provides to the public. The feedback
from participants, both solicited and unsolicited, is consistent
over time with a combined average satisfaction rating of 94%
over a five year period. Limited seating seminars are
frequently sold out and participants are constantly requesting
additional support material such as books, audio tapes and
videos. The Company believes that evidence exists supporting
the need to satisfy the interest demonstrated in the subject
matter of conflict prevention and resolution.
The Equitable Resolutions Group is ready to provide its
products for the Company nationally and internationally. It
believes that it is able to address any special concerns by
customizing its training presentations in the areas of greatest
need.
Through its products, consultation services, and training
services, the Company reframes destructive beliefs and behaviors
which affect human relations, into personal and professional
empowerment, caring, trust, loyalty, and skills enabling workers
and their employers to honor the interest of each other.
Individuals learn how to prevent and resolve personal conflicts,
why conflicts are unnecessarily created in their lives, and what
they can do in response to others in conflict. A refreshing
attitude of understanding, team spirit, defined purpose,
respected boundaries, commitment, pleasant attitudes, improved
performance, and more fun in life are the outcomes of the
Company's services and products.
Operations
Accounting, purchasing, inventory control, scheduling, order
processing, warehousing and shipping activities for the Company
are still under design and development, and exist in only the
most rudimentary levels. The Company expects that production and
major vendor initial shipments will be performed by independent
contractors working for the Company. The Company will maintain
an order flow computer record-keeping system to monitor customer
fulfillment and cross selling. This computer system will handle
order entry, order processing, picking, billing, accounts
receivable, accounts payable, general ledger, inventory control,
catalog management and analysis and mailing list management.
Subject to credit terms and product availability, orders will
typically be shipped to customers within a short time of
receiving an order. Third party contractors will print and
assemble the Company's audio and video tapes, manuals,
transcripts, newsletters, software, inserts and the boxes in
which the products are shipped. The Company intends to develop
multiple sources for all components of its products.
Legal Proceedings
As of the date of this Prospectus, there is no pending
litigation involving the Company.
Government Regulation
The Company's business is subject to regulation under the
federal Telemarketing and Consumer Fraud and Abuse Prevention
Act and state laws applicable to consumer protection and
telemarketing activities. See "Risk Factors." Management
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believes that it is in substantial compliance with all of the
foregoing federal and state laws and the regulations promulgated
thereunder. Any claim that the Company is not in compliance
could result in judgments or consent agreements that required
the Company to modify its marketing program. In the worst
cases, enforcement of fraud laws can result in forcing a
business to close and to subject the business and its management
and employees to be subject to criminal prosecution and civil
damage actions.
Employees
As of December 31, 1998, the Company has no employees other
than management who serve on an as needed basis. The Company
also uses an independent contractor. The Company has never
experienced a work stoppage and believes that it has good
relations with all members of management as well as its
independent contractor.
Properties
The Company's headquarters are located at 870 E. 9400 S.,
Suite B105, Sandy, Utah 84094. This space is provided to the
Company by the President of the Company at a cost of $300.00 per
month to the Company. Management believes that this space will
provide adequate office space to meet the Company's needs for
the foreseeable future. The independent contractor used by the
Company, as well as many of its officers, perform business
activities for the Company at their personal residences or
places of business.
MANAGEMENT OF THE COMPANY
The following persons are the current executive officers
and directors of the Company:
NAME AGE POSITION
C. Brenton Woods 55 President and Director
Richard M. Bench 58 Secretary and Director
Stephen B. Utley 58 Director
Directors of the Company are elected by the shareholders
annually, or as needed by the Board of Directors to fill
vacancies.
C. Brenton Woods. Mr. Woods is currently co-owner of
Absolute Best Appraisals, a residential real estate appraisal
firm in Salt Lake City, Utah. He has been an appraiser since
June 1994 and in February 1998 became a Certified Residential
Appraiser. Absolute Best Appraisals has been in operation since
January 1998. Prior to that he was an independent appraiser for
Accurate Appraisal Associates from August 1996 until January
1998; and from June 1994 until August 1996 was an independent
appraiser with Young Appraisal Group all in Salt Lake City,
Utah. Prior to being an appraiser, Mr. Woods was National Sales
Manager for Hospital Services Corporation of America, a company
specializing in the development, marketing and sales of medical
staff software.
Richard M. Bench. Mr. Bench is a licensed realtor and for
the past five years has been the operations and marketing
manager for El Ray Bench Real Estate Corp. Mr. Bench's recent
business experience has also included being director of
marketing, director of skier services and ski instructor for
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Canyon Ski Resort, located near Park City Utah. Mr Bench has
owned and operated several small businesses and is the owner and
manager of several residential rental properties.
Stephen B. Utley. Mr. Utley has been self -employed since
1971. During this time Mr. Utley has owned and operated several
small businesses. During the last several years, he has been
active both as a consultant and as a owner in businesses
involved in mergers, acquisitions, start ups, turn arounds, and
transactions involving capital formation.
Executive Compensation
The Company has not been in existence for a full year, and
has not paid compensation to anyone for a one year period. The
following table sets forth the aggregate compensation paid to
the Chief Executive Officer of the Company, and to any other
executive officer paid $100,000 or more during the entire period
of the Company's existence to the date of this Prospectus.
(a) (b) (c)
NAME AND
PRINCIPAL POSITION YEAR SALARY($)
C. Brenton Woods, Since inception 0
Chief Executive Officer to Dec. 31, 1998
Explanation of Columns:
(c) SALARY: Mr. Woods has received no monetary salary and
it is not anticipated that he will receive any mandatory salary
in the foreseeable future. Mr. Woods has received 50,000
shares of common stock of the company as compensation for
services rendered in connection with the formation and startup
of the Company.
Employment Agreements
No officer of the Company has an employment agreement with
the Company at this time. If the Company's business plan proves
initially successful, management intends to recommend to the
Board of Directors that the President and all key employees be
covered by employment agreements and non-compete provisions.
Director Compensation
The Company has no arrangements pursuant to which directors
have been compensated to date. No such director compensation
has been paid:
The Company has no plans to pay directors' compensation.
PRINCIPAL SHAREHOLDERS
The following table shows certain information known to the
Company regarding the beneficial ownership of the Company's
common stock as of December 31, 1998, and as adjusted to reflect
the shares being sold through this Offering, for (i) each
shareholder known by the Company to own beneficially 5% or more
of the outstanding shares of its common stock; (ii) each
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director; and (iii) all directors and executive officers as a
group. The Company believes that these beneficial owners, based
on information they have furnished, have sole investment and
voting power with respect to their shares, subject to community
property laws where applicable.
Before the After the
Name Class of Secruity Offering Offering(1)
(Percent of (Percent of
class) (class)
C. Brenton Woods Common Stock 50,000 (10%) 50,000 (3.3%)
Richard M. Bench Common Stock 50,000 (10%) 50,000 (3.3%)
Stephen B. Utley Common Stock 400,000 (80%) 400,000 (26.7%)
50,000 (3.3%)
All directors
and executive
officers as a
group (3 person) Common Stock 500,000 (100%) 500,000 (33.3%)
________________________
(1) Assumes all 1,000,000 shares from the Offering were sold and
outstanding at December 31, 1998.
CERTAIN TRANSACTIONS
At the present time the business operations of the Company
are conducted by Equitable Resolutions Group. The Company has
entered into an independent contractors agreement whereby it
secured the exclusive right to the services of Equitable
Resolutions Group for an initial two year term for purposes of
producing and marketing products and services in the industry of
conflict resolution. Pursuant to the terms of the agreement,
the Company paid Equitable Resolutions Group an initial payment
of $50,000.00. Thereafter the Company will retain one-third of
all gross revenue as defined in the agreement.
DESCRIPTION OF THE SECURITIES OF THE COMPANY
Common Stock
The authorized capital stock of the Company consists of
10,000,000 shares of common stock, no par value (the "Common
Stock" or "Common Shares" or "Shares"), of which 500,000 shares
were issued and outstanding on December 31, 1998. There were 3
holders of the Common Stock as of December 31, 1998.
Holders of the Common Stock are entitled to one vote per
share on all matters submitted to a vote of shareholders of the
Company and may not cumulate votes for the election of
directors. Holders of the Common Stock have the right to
receive dividends when, as, and if declared by the Board of
Directors from funds legally available therefor. Upon
liquidation of the Company, holders of the distribution to
shareholders after payment of all obligations of the Company.
Common Stock are entitled to share pro rata in any assets
available for Holders of Common Stock have no preemptive rights
and have no rights to convert their Common Stock into any other
securities. All shares of Common Stock have equal rights and
preferences. All shares of Common Stock now outstanding are
fully paid for and non-assessable.
The Company has never paid a cash dividend on the Common
Stock. The Company currently intends to retain all earnings, if
any, to increase the capital of the Company to effect planned
expansion activities and to pay dividends only when it is
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prudent to do so and the Company's performance justifies such
action. Holders of Common Stock are entitled to receive
dividends out of funds legally available therefor when, as and
if declared by the Company's Board of Directors.
Other Securities
At the present time, no other securities have been issued
by the Company and no preferred shares are authorized.
Limitations On Officers And Directors Liability And
Indemnification
The Company's articles of incorporation provide that the
Company will indemnify any officer, director or former officer
or director, to the full extent permitted by law. This could
include indemnification for liabilities under securities laws
enacted for shareowner protection. Insofar as indemnification
for liabilities arising under the Securities Act of 1933 (the
"Act") may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or
otherwise, we have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable.
Transfer Agent And Registrar
The Transfer Agent and Registrar for the Common Stock will
be Colonial Stock Transfer, 455 E. 400 South, Suite 100, Salt
Lake City, Utah 84111 (801) 355-5740, fax (801) 355-6505.
SHARES ELIGIBLE FOR FUTURE SALE
Upon completion of this Offering, assuming the sale of all
1,000,000 Shares being offered, the Company will have
outstanding 1,500,000 shares of Common Stock. Of the
outstanding shares, the shares of Common Stock sold in this
Offering will be freely tradable without restriction or further
registration under the Securities Act, except for any shares
purchased by an "affiliate" of the Company, which will be
subject to the resale limitations of Rule 144 adopted under the
Securities Act. All of the 500,000 shares held by existing
shareholders are "restricted" securities within the meaning of
Rule 144. Such shares will become salable by complying with
Rule 144 after October 27, 1999. No shares are subject to any
"lock-up" agreement or similar arrangement.
In general, under Rule 144 as currently in effect, a person
(or persons whose shares are aggregated) who has beneficially
owned shares for at least one year, including "affiliates" as
that term is defined under the Securities Act, is entitled to
sell, within any three-month period, a number of shares that
does not exceed the greater of (i) one percent (1%) of the then
outstanding shares of the Common Stock or (ii) the average
weekly trading volume in the Common Stock during the four
calendar weeks immediately preceding the date on which the
notice of sale is filed with the Commission. Sales under Rule
144 are subject to certain requirements relating to manner of
sale, notice and availability of certain current public
information about the Company. A person (or persons whose
shares are aggregated) who is not deemed to have been an
"affiliate" of the Company at any time during the 90 days
immediately preceding the sale and who has beneficially owned
shares for at least two years is entitled to sell such shares
under Rule 144(k) without regard to these limitations.
The Company's common stock is not listed or quoted on any
organized exchange or other trading market, nor has the Company
applied for a formal listing or quotation. The Company does not
currently meet the numerical requirements to have its shares
listed on a United States stock exchange or quoted on the NASDAQ
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over-the-counter market. A trading market may not develop or be
sustained. The post-offering fair value of the Company's common
stock, whether or not any secondary trading market develops, is
variable and may be impacted by the business and financial
condition of the Company, as well as factors beyond the
Company's control. Sales of substantial amounts of shares in
any public market could cause lower market prices and even make
it difficult for the Company to raise capital through a future
offering of its equity securities.
PLAN OF DISTRIBUTION
No Broker-Dealer or Selling Agent Now Planned
The Company is offering 1,000,000 Shares of the Company's
securities through its officers and directors on a "best-
efforts" basis at a purchase price of $0.25 per Share. The
Offering is planned to be managed by the Company without any
under writer, and without any underwriting discounts or sales
commissions. The Shares will be offered and sold by the
Company's officers and directors who will receive no sales
commissions or other compensation, except for reimbursement of
expenses actually incurred on behalf of the Company for such
activities. In connection with their efforts, they will rely on
the "safe harbor" provisions of Rule 3a4-1 of the Securities and
Exchange Act of 1934 (the "1934 Act"). Generally speaking, Rule
3a4-1 provides an exemption from the broker/dealer registration
requirements of the 1934 Act for associated persons of an
issuer. There is no minimum offering, therefore all
subscriptions will be paid directly to the Company upon receipt.
No one, including the Company, has made any commitment to
purchase any or all of the Shares. Rather, the officers and
directors will use their best efforts to find purchasers for the
Shares. The Company cannot state how many Shares will be sold.
The Company anticipates making sale of the Shares to
persons whom it believes may be interested or who have contacted
the Company with interest in purchasing the securities. The
Company may sell Shares to such persons if they reside in a
state in which the Shares legally may be sold and in which the
Company is permitted to sell the Shares. The Company is not
obligated to sell Shares to any such persons.
Minimum Offering Amount
The Company has established no minimum offering amount and
no escrow of Investor money pending a certain minimum number of
shares being sold. Each subscription for shares in this
Offering that is accepted by the Company will be credited
immediately to the cash accounts of the Company and such
Investor funds may be spent by the Company without any waiting
period or other contingency.
Determination Of Offering Price
Prior to this Offering there has been no market for the
common stock of the Company, and the Company has had essentially
no business operations to date. The public offering price has
been determined arbitrarily by the Company's Board of Directors.
The Company reserves the right to reject any subscription
in full or in part and to terminate the offering at any time.
Officers, directors present shareholders of the Company and
persons associated with them may be sold some of the Shares.
However, officers, directors and their affiliates shall not be
permitted to purchase more than 20% of the Shares sold hereunder
and such purchases will be held for investment and not for
resale. In addition, no proceeds from this offering will be
used to finance any such purchases.
No person has been authorized to give any information or to
make any representations in connection with this offering other than
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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.
The shares have not been registered in any state except Utah,
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. See "risk factors - state blue sky
registration; restricted resales of the securities."
EXPERTS
The Consolidated balance sheets of the Company as of
December 31, 1998 and the related statements of operations,
stockholders' deficit and cash flows for the period ended
December 31, 1998, included in this Prospectus, have been
included herein in reliance on the report of Ted Madsen, P.C.
independent certified public accountant, given on the authority
of that firm as experts in accounting and auditing.
LEGAL MATTERS
Fabian & Clendenin has passed on certain legal matters for
the Company in connection with this Offering. No attorney at
Fabian & Clendenin is related by blood or otherwise to any
affiliate of the Company, nor does any attorney at Fabian &
Clendenin beneficially own any of the securities of the Company.
WHERE CAN YOU FIND ADDITIONAL INFORMATION
A Registration Statement on Form SB-2, including amendments
thereto, relating to the shares offered hereby has been filed
with the Securities and Exchange Commission. This Prospectus
does not contain all of the information set forth in the
Registration Statement and the exhibits and schedules thereto.
Statements contained in this Prospectus as to the contents of
any contract or other document referred to are not necessarily
complete and in each instance reference is made to the copy of
such contract or other document filed as an exhibit to the
Registration Statement, each such statement being qualified in
all respects by such reference. For further information with
respect to the Company and the shares offered hereby, reference
is made to such Registration Statement, exhibits and schedules.
A copy of the Registration Statement may be inspected by anyone
without charge at the Commission's principal office located at
450 Fifth Street, N.W., Washington, D.C. 20549, the Northeast
Regional Office located at 7 World Trade Center, 13th Floor, New
York, New York, 10048, and the Midwest Regional Office located
at Northwest Atrium Center, 500 The Companyst Madison Street,
Chicago, Illinois 60661-2511 and copies of all or any part
thereof may be obtained from the Public Reference Branch of the
Commission upon the payment of certain fees prescribed by the
Commission. The Commission also maintains a site on the World
Wide The Company at http://www.sec.gov that contains information
regarding registrants that file electronically with the
Commission.
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FINANCIAL STATEMENTS
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders of
Resolution Assistance Corporation
We have audited the accompanying balance sheet of Resolution
Assistance Corporation (a Development Stage Company) as of
December 31, 1998 and the related statements of operations,
stockholders' equity and cash flows from inception of the
development state on October 27, 1998 through December 31, 1998.
These financial statements are the responsibility of the
Company's management. Our responsibility is to express an
opinion of these financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audits 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 statement. An
audit also includes assessing the accounting principals used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Resolution Assistance Corporation (a Development Stage
Company), as of December 31, 1998, and the results of its
operations and cash flows from inception of the development
stage on October 27, 1998 through December 31, 1998, in
conformity with generally accepted accounting principals.
F-1
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Resolution Assistance Corporation
(a Development Stage Company)
Balance Sheet
December 31, 1998
Assets
Current Assets $ 15,000
Cash
Total Assets $ 15,000
Liabilities and Stockholders' Equity
Current Liabilities $ 1,056
Accounts Payable
Total Current Liabilities $ 1,056
Stockholders' Equity
Common Stock, Authorized
10,000,000 shares of $.001 par value,
500,000 shares issued and outstanding 500
Additional Paid in Capital 18,250
Deficit Accumulated During the
Development Stage (4,806)
Total Stockholders' Equity 13,944
Total Liabilities and Stockholders' Equity $ 15,000
The accompanying notes are an integral part of these financial statements
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Resolution Assistance Corporation
(a Development Stage Company)
Statement of Operations
From the date of inception October 27, 1998 to
December 31, 1998
Revenues $ 0
Expenses
Legal and Professional Fees 4,806
Total Expenses 4,806
Net (Loss) $ (4,806)
Net Loss Per Share $ ($0.009)
Weighted average shares outstanding $ 500,000
The accompanying notes are an integral part of these financial statements
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Resolution Assistance Corporation
(a development Stage Company)
Statement of Cash Flows
From the date of inception October 27, 1998 to
December 31, 1998
Cash Flows from Operating
Activities
Net Loss $ (4,806)
Adjustment to reconcile
net loss to net cash
provided by operations
Increase in Accounts Payable 1,056
Stock issued for Services 3,750
Net cash flows provided
(used) by operating
activities ___________
Cash flows from investment
Activities ___________
Common Stock Issued for Cash 15,000
Net Increase in cash 15,000
Cash, beginning of year ___________
Cash, end of year $ 15,000
The accompanying notes are an integral part of these financial statements
F-4
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Resolution Assistance Corporation
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1998
Note 1 - Summary of Significant Accounting Policies
a. Organization
The Company was organized under the laws of the state of
Utah on October 27, 1998. The Company is currently looking for
business opportunities and has not commenced business
operations.
b. Accounting Method
The company recognizes income and expenses on the accrual
basis of accounting
c. Earnings (Loss) Per Share
The computation of earning per share of common stock is
based on the weighted average number of shares outstanding at
the date of the financial statements.
d. Cash and Cash Equivalents
The Company considers all highly liquid investments with
the maturities of three months or less to be cash equivalents.
e. Provision for Income Taxes
No provision for income taxes has been recorded due to the
net operating loss in the first year.
Note 2 - Development Stage Company
The Company is a development stage company as defined in
Financial Accounting Standards Board Statement No. 7. It is
concentrating substantially all of its efforts in raising
capital and developing its business operations in order to
generate significant revenues.
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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 the
Company. 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 the
Company since the date hereof.
TABLE OF CONTENTS
Item Page
Prospectus Summary 2
Risk Factors 3
Risks Inherent in the Company 3
Risks Related to the Nature of the Proposed Business 6
Risks Related to the Offering 6
Use of Proceeds 9
Dilution 10
Management's Discussion & Analysis
of Financial Condition and Results of Operations 11
Information about the Company 12
Management of the Company 15
Principal Shareholders 16
Certain Transactions 17
Description of the Securities of the Company 17
Shares Eligible for Future Sale 18
Plan of Distribution 19
Experts 20
Legal Matters 20
Additional Information 20
Financial Statements 21
Notes to Financial Statements 25
1,000,000 Common Shares
PROSPECTUS
February , 1999
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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:
Section 16-10a-902 of Utah Code Annotated grants authority to a
Utah corporation to indemnify officers and directors as follows:
(1) Except as provided in subsection (4), a corporation
may indemnify an individual made a party to a proceeding because
he is or was a director, against liability incurred in the
proceeding if:
(a) his conduct was in good faith; and
(b) he reasonably believed that his conduct was in,
or not opposed to, the corporation's best interests;
and
(c) in the case of any criminal proceeding, he had no
reasonable cause to believe his conduct was
unlawful.
(2) A director's conduct with respect to any employee
benefits plan for a purpose he reasonably believed to be in or
not opposed to the interests of the participants in and
beneficiaries of the plan is conduct that satisfies the
requirement of Subsection (1)(b).
(3) The termination of a proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent is not, of itself, determinative that the director
did not meet the statutory standard of conduct described in this
section.
(4) A corporation may not indemnify a director under his
section.
(a) In connection with a proceeding by or in the
right of the corporation in which the director was
adjudged liable to the corporation; or
(b) In connection with any other proceeding charging
that the director derived an improper personal
benefit, whether or not involving action in an
official capacity, in which proceeding the director
was adjudged liable on the basis that he or she
derived an improper personal benefit.
(5) Indemnification permitted under this section in
connection with a proceeding by or in the right of the
corporation is limited to reasonable expenses incurred in
connection with the proceeding.
The registrant's Articles of Incorporation limit liability
of its Officers and Directors to the full extent permitted by
Utah Revised 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 the Company in connection with the
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Offering described in the Registration Statement.
* All expenses except SEC registration fee are estimated.
Amount
SEC registration fee $ 70
Blue sky fees and expenses $ 1930
Printing and shipping expenses $ 500
Legal fees and expenses $10,000
Accounting fees and expenses $ 500
Transfer, Escrow and Miscellaneous expenses $ 2,000
Total $15,000
ITEM 26. Recent Sales of Unregistered Securities
On October 27, 1998, the Company issued a total of 500,000
unregistered shares of common stock. 400,000 shares were issued
to Stephen B. Utley, 50,000 shares were issued to C. Brenton
Woods and 50,000 shares were issued to Richard M. Bench, all
directors of the company. The shares were issued for a total
consideration of $15,000 or $.03 per share. This offering was
conducted in reliance on Section 4(2) of the Securities Act of
1933 and state corollary exemptions.
ITEM 27. Exhibits
Index SEC Reference
Exhibit No. Document
3.1 Articles of Incorporation
3.2 By-Laws
5 Opinion on Legality
10 Independent Contractor Agreement
23.1 Consent of Ted A. Madsen, C.P.A.
23.2 Consent of Counsel to Issuer (included in Exhibit 5)
27 Financial Data Schedule
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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 liability 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, heretofore, 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 or 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 change 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.
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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 Registration Statement to be signed
on its behalf by the undersigned, in Salt Lake City, Utah, on
January 29, 1999.
By:/s/ C. Brenton Woods
Jeannene Barham, Chief Executive Officer,
Chief Financial Officer
Director and President
In accordance the requirements of the Securities Act of
1933, this registration statement was signed by the following
persons in the capacities and on the dates stated
Signatures Title Date
/s/C. Brenton Woods Chief Executive Officer, January 29, 1999
C. Brenton Woods President, Chief
Financial Officer and
Director
/s/ Richard M. Bench Secretary and Director January 29, 1999
Richard M. Bench
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ARTICLES OF INCORPORATION
OF
RESOLUTION ASSISTANCE CORPORATION
The undersigned person who is eighteen (18) years of
age or older, acting as incorporator under the provisions of
Utah's Revised Business Corporation Act (hereinafter referred to
as the "Act") adopts the following Articles of Incorporation:
ARTICLE I
The name of this corporation is Resolution Assistance
Corporation (the "corporation").
ARTICLE II
The corporation is organized for the purpose of
engaging in any lawful act or activity for which corporations
may be organized under the Act.
ARTICLE III
The aggregate number of shares which this corporation
shall have authority to issue is ten million common shares.
ARTICLE IV
The address of the initial registered office of the
corporation is 470 South 1350 East, Bountiful, Utah 84010.
The name of the initial registered agent of the corporation at
that address is Gary R. Henrie.
ARTICLE V
To the fullest extent permitted by the Act or any
other applicable law as now in effect or as it may hereafter be
amended, a director of this corporation shall not be personally
liable to the corporation or its shareholders for monetary
damages for any action taken or any failure to take any action,
as a director.
Neither any amendment nor repeal of this Article V,
nor the adoption of any provision in these Articles of
Incorporation inconsistent with this Article V, shall eliminate
or reduce the effect of this Article V in respect of any matter
occurring, or any cause of action, suit or claim that, but for
this Article V, would accrue or arise, prior to such amendment,
repeal or adoption of an inconsistent provision.
ARTICLE VI
To the fullest extent permitted by the Act or any
other applicable law as now in effect or as it may hereafter be
amended, if any officer or director of this corporation is made
a party to a proceeding because he is or was an officer or
director of this corporation, the corporation shall indemnify
the officer or director against liability incurred in the
proceeding and advance expenses to the officer or director with
respect to the proceeding, if:
1. his conduct was in good faith;
2. he reasonably believes that his conduct was in, or not
opposed to the corporation's best interests; and
3. in the case of any criminal proceeding, he had no
reasonable cause to believe his conduct was unlawful. Neither
any amendment nor repeal of this Article VI, nor the adoption of
any provision in these Articles of Incorporation with this
Article VI, shall eliminate or reduce the effect of this Article
VI in respect of any right to advancement of expenses or
indemnification arising out of an event occurring prior to such
amendment, repeal or adoption of an inconsistent provisions.
ARTICLE VII
The name and address of the incorporator of the corporation is
as follows:
Gary R. Henrie
470 South 1350 East
Bountiful, Utah 84010
IN WITNESS WHEREOF, the undersigned, being the incorporator
of the corporation, executes these Articles of Incorporation and
certifies to the truth of the facts as stated herein this 27th
day of October, 1998.
INCORPORATOR:
/s/Gary R. Henrie
Gary R. Henrie
The appointment of the undersigned as the initial
registered agent of the corporation is hereby accepted.
/s/Gary R. Henrie
Gary R. Henrie
BYLAWS
OF
RESOLUTION ASSISTANCE CORPORATION
ARTICLE I
NAME, REGISTERED OFFICE AND REGISTERED AGENT
Section 1.1. Name. The name of this Corporation is:
Resolution Assistance Corporation.
Section 1.2. Registered Office and Registered Agent.
The address of the registered office of this Corporation is 470
S. 1350 E., Bountiful, Utah 84010. The name of the registered
agent of this Corporation at that address is Gary R. Henrie.
The Corporation shall at all times maintain a registered office.
The location of the registered office may be changed by the
Board of Directors. The Corporation may also have offices in
such other places as the Board may from time to time designate.
ARTICLE II
SHAREHOLDER MEETINGS
Section 2.1. Annual Meeting. The annual meeting of
the shareholders of the Corporation shall be held at such place
within or without the State of Utah as shall be set forth in
compliance with these Bylaws. The meeting shall be held on the
third Monday in the month of January of each calendar year at
1:00 p.m. or at such other time and day as the Board of
Directors may subsequently determine. This meeting shall be for
the election of Directors and for the transaction of such other
business as may properly come before it.
Section 2.2. Special Meetings. Special meetings of
shareholders, other than those regulated by statute, may be
called at any time by the President or by a majority of the
Directors, and must be called by the President upon written
request of the holders of at least ten percent (10%) of the
outstanding shares entitled to vote at such special meeting.
Written notice of such meeting shall be given to each
shareholder of record in the same manner as notice of the annual
meeting. No business other than that specified in the notice of
the meeting shall be transacted at any such special meeting.
Section 2.3. Notice of Shareholder Meetings. The
Secretary shall give written notice stating the place, the date,
and hour of each shareholder meeting and, in the case of a
special meeting, the purpose(s) for which the meeting is called
and the name of the person by whom or at whose direction the
meeting is called. Such notice shall be delivered not less than
ten (10) nor more than sixty (60) days prior to the date of the
meeting, either personally or by mail, to each shareholder of
record entitled to vote at such meeting. If mailed, such notice
shall be deemed to be delivered when deposited in the United
States mail, addressed to the shareholder at his address as it
appears on the stock transfer books of the Corporation, with
postage thereon prepaid.
Section 2.4. Place of Meeting. The Board of
Directors may designate any place, either within or without the
State of Utah, as the place of meeting for any annual meeting or
for any special meeting called by the Board of Directors. A
waiver of notice signed by all shareholders entitled to vote at
a meeting may designate any place, either within or without the
State of Utah, as the place for the holding of such meeting. If
no designation is made, or if a special meeting be otherwise
called, the place of meeting shall be the principal business
office of the Corporation.
Section 2.5. Record Date. The Board of Directors may
fix a date not less than ten (10) nor more than sixty (60) days
prior to any meeting as the record date for the purpose of
determining shareholders entitled to notice of and to vote at
any such meeting of the shareholders. The stock transfer books
may be closed by the Board of Directors for a stated period not
to exceed sixty (60) days for the purpose of determining
shareholders entitled to receive payment of any dividend, or in
order to make a determination of shareholders for any other
purpose.
Section 2.6. Quorum. A majority of the outstanding
shares of the Corporation entitled to vote, represented in
person or by proxy, shall constitute a quorum at any meeting of
shareholders. If less than a majority of the outstanding shares
is represented at any such meeting, a majority of the shares so
represented may adjourn the meeting from time to time without
further notice. At a meeting resumed after any such adjournment
at which a quorum shall be present or represented, any business
may be transacted which might have been transacted at the
meeting as originally noticed. The shareholders present at any
duly assembled meeting at which a quorum is in attendance may
continue to transact business until adjournment, notwithstanding
the withdrawal of shareholders in such number that less than a
quorum remain.
Section 2.7. Voting. The holder of an outstanding
share entitled to vote at any meeting may vote at such meeting
in person or by proxy. Except as may be otherwise provided in
the Articles of Incorporation, every shareholder shall be
entitled to one (1) vote for each share standing in his name on
the records of the Corporation. Except as otherwise provided by
law or as provided herein or as may be otherwise provided in the
Articles of Incorporation, all shareholder actions shall be
determined by a majority of the votes cast at any meeting of
shareholders by the holders of proxies of shares entitled to
vote thereon.
Section 2.8. Proxies. At all meetings of
shareholders, a shareholder may vote in person or by proxy
executed in writing by the shareholder or by his duly authorized
attorney-in-fact. Such proxy shall be filed with the Secretary
of the Corporation before or at the time of the meeting. The
duration of the proxy and its revocability shall be governed by
Section 722 of the Utah Revised Business Corporation Act (the
"Act"), as currently in effect or as hereinafter amended.
Section 2.9. Informal Action by Shareholders. Any
action required to be taken at a meeting of the shareholders, or
any action which may be taken at a meeting of the shareholders,
may be taken without a meeting and without prior notice if a
consent in writing, setting forth the action so taken, shall be
signed by holders of the outstanding shares of the Corporation
having not less than the minimum number of votes that would be
necessary to authorize or take the action at a meeting at which
all shares entitled to vote thereon were present and voted.
Section 2.10. Meetings by Telecommunication. Any or
all of the shareholders of the Corporation may participate in
any annual or special meeting of shareholders by, or the meeting
may be conducted through the use of, any means of communication
by which all persons participating in the meeting can hear each
other during the meeting. A shareholder participating in a
meeting by this means shall be considered to be present at such
meeting.
ARTICLE III
BOARD OF DIRECTORS
Section 3.1. General Powers. The business and
affairs of the Corporation shall be managed by its Board of
Directors. The Board of Directors may adopt such rules and
regulations for the conduct of its meetings and the management
of the Corporation as it deems proper.
Section 3.2. Number, Tenure and Qualifications. The
Board of Directors of the Corporation shall consist of three (3)
directors. Unless removed pursuant to Section 3.9, each
director shall hold office until the next annual meeting of
shareholders and until his successor shall have been duly
elected and qualified. Directors need not be residents of the
State of Utah or shareholders of the Corporation.
Section 3.3. Regular Meetings. A regular meeting of
the Board of Directors shall be held without other notice than
by this Bylaw, immediately following after and at the same place
as the annual meeting of shareholders. The Board of Directors
may provide, by resolution, the time and place for the holding
of additional regular meetings without other notice than such
resolution.
Section 3.4. Special Meetings. Special meetings of
the Board of Directors may be called by order of the Chairman of
the Board, the President, or two-thirds (2/3) of the directors.
The Secretary shall give notice of the time and place of each
special meeting by mailing the same at least five (5) days
before the meeting or by telephoning or telegraphing the same at
least two (2) days before the meeting to each director.
Section 3.5. Meetings by Telecommunication. Any or
all directors may participate in any regular or special meeting
by, or conduct the meeting through the use of, any means of
communication by which all directors participating may hear each
other during the meeting. A director participating in a meeting
by this means is considered to be present in person at the
meeting.
Section 3.6. Quorum. A majority of the members of
the Board of Directors shall constitute a quorum for the trans-
action of business, but less than a quorum may adjourn any
meeting from time to time until a quorum shall be present,
whereupon the meeting may be held, as adjourned, without further
notice. At any meeting at which every director shall be
present, even though without any notice, any business may be
transacted.
Section 3.7. Manner of Acting. At all meetings of
the Board of Directors, each director shall have one (1) vote.
The act of a majority present at a meeting shall be the act of
the Board of Directors, provided a quorum is present.
Section 3.8. Vacancies. A vacancy in the Board of
Directors shall be deemed to exist in case of death,
resignation, or removal of any director, or if the authorized
number of directors be increased, or if the shareholders fail,
at any meeting of shareholders at which any director is to be
elected, to elect the full, authorized number to be elected at
that meeting. If any vacancy shall occur in the Board of
Directors through death, resignation, removal or other cause, or
if it should appear desirable to have additional directors serve
on an interim basis until the next annual meeting of
shareholders, the remaining directors may, by the vote of the
majority of such remaining directors, appoint such persons as
they may determine to become substitute directors or new interim
directors who shall be directors during such absence, disability
or interim period or until the replaced director shall return to
duty or until the next annual meeting of shareholders. The de-
termination by the Board of Directors, as shown in the minutes,
of the fact of such absence or disability or the desirability of
an interim director and the duration of the terms for such
directors shall be conclusive as to all persons and the
Corporation.
Section 3.9. Removal. directors may be removed at
any time without cause by vote of the shareholders holding more
than fifty percent (50%) of the shares outstanding and entitled
to vote. Such vacancy shall be filled by the directors then in
office, though less than a quorum, and any person so designated
or appointed shall hold office until the next annual meeting or
until his successor is duly elected and qualified; provided that
any directorship to be filled by reason of removal by the share-
holders may be filled by election by the shareholders at the
meeting at which the director is removed. No reduction of the
authorized number of directors shall have the effect of removing
any director prior to the expiration of his term of office.
Section 3.10. Resignation. A director may resign at
any time by delivering written notification thereof to the
President or Secretary of the Corporation. A resignation shall
become effective upon its acceptance by the Board of Directors;
provided, however, that if the Board of Directors has not acted
thereon within ten (10) days after the date of its delivery, the
resignation shall be deemed accepted upon the tenth (10th) day.
Section 3.11. Presumption of Assent. A director who
is present at a meeting of the Board of Directors at which
action on any corporate matter is taken shall be presumed to
have assented to the action taken unless his dissent shall be
entered in the minutes of the meeting or unless he shall file
his written dissent to such action with the person acting as the
secretary of the meeting before the adjournment thereof or shall
forward such dissent by registered mail to the
Secretary of the Corporation immediately after adjournment of
the meeting. Such right of dissent shall not apply to a
director who voted in favor of such action.
Section 3.12. Compensation. By resolution of the
Board of Directors, the directors may be paid their expenses, if
any, of attendance at each meeting of the Board of Directors,
and may be paid a fixed sum for attendance at each such meeting
or a stated salary as director. No such payment shall preclude
any director from serving the Corporation in any other capacity
and receiving compensation therefor.
Section 3.13. Informal Action by Directors. Any
action required to be taken at a meeting of directors or any
action which may be taken at a meeting of directors, may be
taken without a meeting by a written consent, setting forth the
action so taken, signed by all of the directors of the
Corporation.
Section 3.14. Chairman. The Board of Directors may
elect from its own number a Chairman of the Board, who shall
preside at all meetings of the Board of Directors, and shall
perform such other duties as may be prescribed from time to time
by the Board of directors.
ARTICLE IV
OFFICERS
Section 4.1. Number. The officers of the Corporation
shall be one (1) President and one (1) Secretary, each of whom
shall be elected by a majority of the Board of Directors. Such
other officers and assistant officers as may be deemed necessary
may be elected or appointed by the Board of Directors. In its
discretion, the Board of Directors may leave unfilled for any
such period as it may determine any office except those of
President and Secretary. Any two (2) or more offices may be
held by the same person. Officers need not be directors or
shareholders of the Corporation. Notwithstanding anything
herein to the contrary, the initial officers may be appointed by
the incorporator.
Section 4.2. Election and Term of Office. The
officers of the Corporation to be elected by the Board of
Directors shall be elected annually by the Board of Directors at
the first meeting of the Board of Directors held after each
annual meeting of the shareholders. If the election of officers
shall not be held at such meeting, such election shall be held
as soon thereafter as convenient. Each officer shall hold
office until his successor shall have been duly elected and
shall have qualified or until his death or until he shall resign
or shall have been removed in the manner hereinafter provided.
Section 4.3. Resignation. Any officer may resign at
any time by delivering a written resignation either to the
President or to the Secretary. Unless otherwise specified
therein, such resignation shall take effect upon delivery.
Section 4.4. Removal. Any officer or agent may be
removed by the Board of Directors, with or without cause,
whenever in its judgment the best interests of the Corporation
will be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the person so
removed. Election or appointment of an officer or agent shall
not of itself create contract rights. Any such removal shall
require a majority vote of the Board of Directors, exclusive of
the officer in question if he is also a director.
Section 4.5. Vacancies. A vacancy in any office
because of death, resignation, removal, disqualification or
otherwise, or if a new office shall be created, may be filled by
the Board of Directors for the unexpired portion of the term.
Section 4.6. President. The President shall be the
chief executive and administrative officer of the Corporation.
He shall preside at all meetings of the shareholders and, in the
absence of the Chairman of the Board, at meetings of the Board
of Directors. He shall exercise such duties as customarily per-
tain to the office of President and shall have general and
active supervision over the property, business, and affairs of
the Corporation and over its several officers. He may appoint
officers, agents, or employees other than those appointed by the
Board of Directors. He may sign, execute and deliver in the
name of the Corporation notes, powers of attorney, contracts,
bonds and other obligations, and shall perform such other duties
as may be prescribed from time to time by the Board of Directors
or by these Bylaws.
Section 4.7. Secretary. The Secretary shall,
subject to the direction of the President, keep the minutes of
all meetings of the shareholders and of the Board of Directors
and, to the extent ordered by the Board of Directors or the
President, the minutes of meetings of all committees. She shall
cause notice to be given of meetings of shareholders, of the
Board of Directors, and of any committee appointed by the Board.
She may sign or execute notes and contracts with the President
thereunto authorized in the name of the Corporation. She shall
have general responsibility for the accounts and the monies of
the Corporation and shall have signature authority with respect
to such accounts as authorized by the President. She shall per-
form such other duties as may be prescribed from time to time by
the Board of Directors or by these Bylaws. She shall be sworn
to the faithful discharge of her duties.
Section 4.8. Other Officers. Other officers shall
perform such duties and have such powers as may be assigned to
them by the Board of Directors.
Section 4.9. Salaries. The salaries or other
compensation of the officers of the Corporation shall be fixed
from time to time by the Board of Directors, except that the
Board of Directors may delegate to any person or group of
persons the power to fix the salaries or other compensation of
any subordinate officers or agents. No officer shall be
prevented from receiving any such salary or compensation by
reason of the fact that he is also a director of the
Corporation.
Section 4.10. Surety Bonds. If the Board of
Directors shall so require, any officer or agent of the
Corporation shall execute to the Corporation a bond in such sums
and with such surety or sureties as the Board of Directors may
direct.
ARTICLE V
COMMITTEES
Section 5.1. Executive Committee. The Board of Directors
may appoint from among its members an Executive Committee of not
less than two (2) members, one (1) of whom shall be the Pres-
ident, and shall designate one (1) of such members as Chairman.
The Board may also designate one (1) or more of its members as
alternates to serve as members of the Executive Committee in the
absence or disability of a regular member(s). The Board of
directors reserves to itself alone the power to declare
dividends, issue stock, recommend to shareholders any action
requiring their approval, change the membership of any committee
at any time, fill vacancies therein, and disband any committee
either with or without cause at any time. Subject to the
foregoing limitations, the Executive Committee shall possess and
exercise all other powers of the Board of Directors during the
intervals between meetings.
Section 5.2. Other Committees. The Board of Directors may
also appoint from among its own members such other committees as
the Board of Directors may determine. Such committees shall in
each case consist of not less than two (2) directors, and shall
have such powers and duties as shall from time to time be
prescribed by the Board. If not appointed to be a member of a
committee, the President shall be a member ex-officio of each
committee appointed by the Board of Directors. A majority of
the members of any committee may fix rules of procedure from
such committee.
ARTICLE VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 6.1. Contracts. The Board of Directors may
authorize any officer(s) or agent(s) to enter into any contract
or execute and deliver any instrument in the name and on behalf
of the Corporation, and such authority may be either general or
confined to specific instances.
Section 6.2. Loans. No loan or advances shall be
contracted on behalf of the Corporation, no negotiable paper or
other evidence of its obligation under any loan or advance shall
be issued in its name, and no property of the Corporation shall
be mortgaged, pledged, hypothecated or transferred as security
for the payment of any loan, advance, indebtedness or liability
of the Corporation unless and except as authorized by the Board
of Directors. Any such authorization may be either general or
confined to specific instances.
Section 6.3. Deposits. All funds of the Corporation
not otherwise employed shall be deposited from time to time to
the credit of the Corporation in such banks, trust companies or
other depositories as the Board of Directors may select, or as
may be selected by any officer or agent so authorized by the
Board of Directors.
Section 6.4. Checks and Drafts. All notes, drafts,
acceptances, checks, endorsements and evidences of indebtedness
of the Corporation shall be signed by such officer(s) or such
agent(s) of the Corporation and in such manner as the Board of
Directors from time to time may determine. Endorsements for
deposit to the credit of the Corporation in any of its duly
authorized depositories shall be made in such manner as the
Board of Directors from time to time may determine.
Section 6.5. Bonds and Debentures. Every bond or de-
benture issued by the Corporation shall be evidenced by an
appropriate instrument which shall be signed by the President
and by another officer of the Corporation and the seal of the
Corporation may, but need not, be affixed thereto.
ARTICLE VII
STOCK AND STOCK CERTIFICATES
Section 7.1 Certificates of Stock. Each stockholder shall
be entitled to a certificate signed by, or in the name of the
Corporation by, two officers of the Corporation, certifying the
number of shares owned by him. Any of or all the signatures on
the certificate may be facsimile.
Section 7.2 Transfers of Stock. Transfers of stock shall
be made only upon the transfer books of the Corporation kept at
an office of the Corporation or by transfer agents designated to
transfer shares of the stock of the Corporation. Except where a
certificate is issued in accordance with Section 7.4 of Article
VII of these bylaws, an outstanding certificate for the number
of shares involved shall be surrendered for cancellation before
a new certificate is issued therefor.
Section 7.3 Record Date. The Board of Directors may fix a
record date, which shall not be more than 60 nor less than 10
days before the date of any meeting of stockholders, nor more
than 60 days prior to the time for the other action hereinafter
described, as of which there shall be determined the
stockholders who are entitled to (a) notice of or to vote at any
meeting of stockholders or any adjournment thereof to (b)
express consent to corporate action in writing without a meeting
to (c) receive payment of any dividend or other distribution or
allotment of any rights or (d) to exercise any rights with
respect to any change, conversion or exchange of stock or with
respect to any other lawful action.
Section 7.4. Lost, Stolen or Destroyed Certificates. In
the event of the loss, theft or destruction of any certificate
of stock, another may be issued in its place pursuant to such
regulations as the Board of Directors may establish concerning
proof of such loss, theft or destruction and concerning the
giving of a satisfactory bond or bonds of indemnity.
Section 7.5. Regulations. The issue, transfer, conversion
and registration of certificates of stock shall be governed by
such other regulations as the Board of Directors may establish.
Section 7.6. Shares Without Certificates. Unless the
Articles of Incorporation provides otherwise, the Board of
Directors may authorize the issue of some or all of the shares
of any or all of its classes or series without certificates.
The authorization does not affect shares already represented by
certificates until they are surrendered to the Corporation.
Within a reasonable time after the issue or transfer
of shares without certificates, the Corporation shall send the
shareholder a written statement containing such information as
is required by the Act.
If the Corporation is authorized to issue different
classes of shares or different series within a class, the
written statement shall describe the designations, relative
rights, preferences, and limitations applicable to each class
and the variation in rights, preferences and limitations
determined for each series (and the authority of the Board of
Directors to determine variations for future series).
ARTICLE VIII
INDEMNIFICATION
Section 8.1. Indemnification. The Corporation shall and
does hereby indemnify and hold harmless each person and his
heirs and administrators who shall serve at any time as a
director, officer, employee, agent or fiduciary of the Cor-
poration from and against any and all claims, judgments and lia-
bilities to which such persons shall become subject by reason of
his having heretofore or hereafter been a director, officer,
employee, agent or fiduciary of the Corporation, or by reason
of any action alleged to have been heretofore or hereafter taken
or omitted to have been taken by him as such director, officer,
employee, agent or fiduciary to the full extent permitted by the
Act, as presently in effect or as hereafter amended, and shall
reimburse any such person for all legal and other expenses
reasonably incurred by him in connection with any such claim or
liability; provided that the Corporation shall have the power to
defend such person from all suits and claims. The rights
accruing to any person under the foregoing provisions of this
section shall not exclude any other right to which he may
lawfully be entitled, nor shall anything herein contained
restrict the right of the Corporation to indemnify or reimburse
such person in any proper case, even though not specifically
provided for herein or otherwise permitted. The Corporation,
its directors, officers, employees and agents, shall be fully
protected in taking any action or making any payment, or in
refusing so to do in reliance upon the advice of counsel.
Section 8.2. Other Indemnification. The indemnifi-
cation herein provided shall not be deemed exclusive of any
other right to indemnification to which any person seeking
indemnification may be entitled under any bylaw, agreement, vote
of shareholders or disinterested directors, or otherwise, both
as to action taken in his official capacity and as to action
taken in any other capacity while holding such office. It is
the intent hereof that all officers, directors, employees,
agents or fiduciaries be and hereby are indemnified to the
fullest extent permitted by the laws of the State of Utah and
these Bylaws. The indemnification herein provided shall
continue as to any person who has ceased to be a director,
officer, employee, agent or fiduciary and shall inure to the
benefit of the heirs, estate and personal representative of any
such person.
Section 8.3. Insurance. The Board of Directors may, in
its discretion, direct that the Corporation purchase and
maintain insurance on behalf of any person who is or was a
director, officer, employee, agent or fiduciary of the
Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee, agent or fiduciary
of another Corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his
status as such, whether or not the Corporation would have the
power to indemnify him against liability under the provisions of
this section.
Section 8.4. Settlement by Corporation. The right of any
person to be indemnified shall be subject always to the right of
the Corporation by the Board of Directors, in lieu of such in-
demnity, to settle any claim, action, suit or proceeding at the
expense of the Corporation by the payment of the amount of such
settlement and the costs and expenses incurred in connection
therewith.
ARTICLE IX
WAIVER OF NOTICE
Section 9.1. Waiver of Notice. Whenever any notice is
required to be given to any shareholder or director of the
Corporation under the provisions of these Bylaws or under the
provisions of the Articles of Incorporation or under the
provisions of the Act, a waiver thereof in writing signed by the
person(s) entitled to such notice, whether before or after the
time stated therein, shall be deemed equivalent to the giving of
such notice. Attendance at any meeting shall constitute a
waiver of notice of such meeting, except where attendance is for
the express purpose of objecting to the legality of that
meeting.
ARTICLE X
MISCELLANEOUS
Section 10.1. Facsimile Signature. In addition to the
provisions for the use of facsimile signatures elsewhere
specifically authorized by these bylaws, facsimile signatures of
any officer or officers of the Corporation may be used whenever
and as authorized by the Board of Directors or a committee
thereof.
Section 10.2. Corporate Seal. The Board of Directors may
provide a suitable seal, containing the name of the Corporation.
Section 10.3. Reliance Upon Books, Reports, and Records.
Each director, each member of any committee designated by the
Board of Directors, and each officer of the Corporation shall,
in the performance of his duties, be fully protected in relying
in good faith upon the books of account or other records of the
Corporation, including reports made to the Corporation by any of
its officers, by an independent certified public accountant, or
by an appraiser selected with reasonable care.
Section 10.4. Fiscal Year. The fiscal year of the
Corporation shall be as fixed by the Board of Directors.
Section 10.5. Time Periods. In applying any provision of
these bylaws which requires that an act be done or not done a
specified number of days prior to an event or that an act be
done during a period of a specified number of days prior to an
event, calendar days shall be used, the day of the doing of the
act shall be excluded, and the day of the event shall be
included.
ARTICLE XI
AMENDMENTS
Section 11.1. Amendments. These bylaws may be amended or
repealed by the Board of Directors at any meeting or by the
stockholders at any meeting.
The above and foregoing bylaws were adopted by and for
the Corporation by the incorporator on the 27th day of October,
1998.
OPINION OF FABIAN & CLENDENIN AS TO
THE LEGALITY OF THE SHARES BEING REGISTERED
February 8, 1999
Resolution Assistance Corporation
Salt Lake City, Utah 84121
Re: Registration and Issuance of Resolution Assistance
Corporation. Common Stock to Public Investors
Dear Mr. Woods:
This firm has acted as counsel to Resolution Assistance
Corporation, a Utah corporation ("the Company"), in connection
with its registration of 1,000,000 shares of its common stock
("the Shares") for sale to the public through the Company's
Prospectus included within its Registration Statement on Form
SB-2 as filed with the Securities and Exchange Commission on
February 8, 1999.
In connection with this representation, we have examined
the originals, or copies identified to our satisfaction, of such
minutes, agreements, corporate records and filings and other
documents necessary to our opinion contained in this letter.
The Company has also relied as to certain matters of fact upon
representations made to us by officers and agents of the
Company. Based upon and in reliance on the foregoing, it is our
opinion that:
1. The Company has been duly incorporated and is validly
existing and in good standing as a corporation under the laws of
the State of Utah; and has full corporate power and authority to
own its properties and conducts its business as described in the
Prospectus referred to above.
2. When issued and distributed to the purchasers thereof,
the Shares will be duly and validly issued and will be fully
paid and nonassessable.
3. The shareholders of the Company have no pre-emptive
rights to acquire additional Shares of the Company's Common
Stock or other securities in respect of the Units.
The Company hereby consents to the use of our name in the
Prospectus and therein being disclosed as counsel to the Company
in this matter.
Very Truly, Yours,
Fabian & Clendenin
/s/Gary R. Henrie
EXHIBIT 10
INDEPENDENT CONTRACTOR AGREEMENT
This Independent Contractor Agreement (the
"Agreement") is made effective the 1st day of February, 1999, by
and between Resolution Assistance Corporation, a Utah corporation
("RAC") and Martin Macey and Equitable Resolutions Group LLC
(hereinafter Martin Macey and Equitable Resolutions Group LLC
shall jointly be referred to as "Mr. Macey").
W I T N E S S E T H
WHEREAS, Mr. Macey has developed information, materials
and products dealing with conflict identification and resolution
under the trade name Equitable Resolutions Group LLC;
WHEREAS, RAC desires to engage Mr. Macey for the
purpose of developing and marketing such products for and in
behalf of RAC in accordance with the terms and conditions of this
Agreement;
THEREFORE, in consideration of the covenants and
promises contained herein and other good and valuable
consideration, the receipt, adequacy and legal sufficiency of
which are hereby acknowledged, RAC and Mr. Macey hereby agree as
follows:
1. Engagement. RAC hereby engages Mr. Macey and Mr.
Macey hereby accepts the engagement as an independent contractor
of RAC to market and further develop information, materials,
products and programs related to conflict identification and
resolution as well as other products that the parties agree may be
marketable to assist in solving problems and issues arising in the
workplace or any other products and programs which may be produced
and sold at a profit (the "Products"). The Products shall include
all Products developed by Mr. Macey to date as well as Products
developed during the term of this Agreement.
2. Duties. Mr. Macey shall diligently market,
promote and further develop the Products during the term of this
Agreement and any renewal thereof and personally work full time at
such marketing, promoting and developing. Mr. Macey shall conduct
his own business and may employ sales representatives, agents or
employees for purposes of furthering the development and promotion
of the Products. Mr. Macey shall be solely responsible for the
control, supervision and direction of its sales representatives,
agents or employees, and their compensation, expenses and any
other associated costs or liabilities. Mr. Macey is responsible
for the declaration and payment of all local, state and federal
taxes that may accrue because of compensation received from RAC.
It is expressly understood that neither Mr. Macey nor any of his
sales representatives, agents or employees is an employee, agent,
or partner of RAC.
3. Compensation. Mr. Macey shall receive from RAC
$50,000.00 in connection with entering into this Agreement (the
"Initial Payment"). The Initial Payment shall be in part
consideration for a one-third ownership interest in the Products
which is hereby transferred to RAC by Mr. Macey. This one-third
ownership interest in the Products shall survive the termination
of this Agreement. After the payment of the Initial Payment, the
sale and/or distribution of all Products and the proceeds
therefrom shall be aggregated to determine the gross revenue from
the Products (the "Gross Revenue"). When calculating Gross
Revenue, RAC shall subtract the actual cost of goods (video tapes,
audio cassettes and printing costs, etc.) provided at seminars,
through the mail, through the Internet and other methods. RAC
shall give Mr. Macey two-thirds of the Gross Revenue. Mr. Macey
shall be responsible for all costs and taxes incurred incident to
the creation and distribution of Product in any capacity as set
forth in Section 2 above. Further, any costs, expenses or charges
incurred in connection with marketing or promoting Products,
including, without limitation, transportation expenses and
insurance, shall be the sole responsibility of Mr. Macey.
4. Term. The term of this Agreement shall commence
on the date hereof and shall continue for two years. The term
shall renew automatically in increments of 12 months unless either
party notifies the other party of its desire to not renew the
term. Such notice must be given 90 days prior to the end of the
initial two year term or any renewal thereof.
5. Assignment. Neither party may assign its rights
or duties under this Agreement without the consent of the other
party.
6. Personal Services Agreement. This Agreement is a
personal services agreement between RAC and Mr. Macey. Mr. Macey
shall make available his services under this Agreement. At such
time, if ever, as Mr. Macey ceases to personally render the
services called for in this Agreement, RAC shall have the option
to terminate the Agreement.
7. Attorneys' Fees. In any action or proceeding
brought to enforce this Agreement, the prevailing party shall be
entitled to recover all costs and expenses, including reasonable
attorneys' fees and costs, incurred in connection therewith,
whether such costs and expenses are incurred with or without suit,
or before or after judgment.
8. Notice. Any notice required or permitted to be
given under this Agreement will be sufficient if delivered or
mailed by certified mail, with proper postage affixed, to Mr.
Macey at 9581 South Hillsborough Heights Road, Sandy, Utah 84092,
or if to RAC, to its offices at 870 E. 9400 S., Suite B105, Sandy,
Utah 84094, or such other address as either party hereto may
hereafter indicate in writing to the other.
9. Enforceability. If any provision herein is found
to be void, voidable or unenforceable, it shall be enforced to the
extent allowed by law, and the remaining provisions hereof shall
remain in full force and effect.
5. Captions. The captions set forth in this
Agreement are for reference purposes only and are not to be
considered to form a part of this Agreement.
6. Entire Agreement. This Agreement sets forth the
entire agreement and understanding of the parties and supersedes
all prior understandings, agreements or representations by or
among the parties.
12. Governing Law. This Agreement shall be governed
by, and construed in accordance with, the laws the state of Utah
without giving effect to any conflict of laws provisions.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed as of the date first above written.
RESOLUTION ASSISTANCE CORPORATION
a Utah corporation
/s/C. Brenton Woods
C. Brenton Woods, President
EQUITABLE RESOLUTIONS GROUP LLC
/s/Martin Macey
Martin Macey, LLC Manager and/or Member
/s/Martin Macey
Martin Macey, Individual
CONSENT OF TED A. MADSEN, C.P.A.
CONSENT OF INDEPENDENT ACCOUNTANT
I hereby consent to the use in the Prospectus constituting
part of this Registration Statement on Form SB-2 for Resolution
Assistance Corporation, of my report dated January 4, 1999,
relating to the December 31, 1998, financial statements of
Resolution Assistance Corporation, which appears in such
Prospectus. I also consent to the reference to me under the
heading "experts.
CONSENT OF COUNSEL TO ISSUER
(included in Exhibit 5)
OPINION OF FABIAN & CLENDENIN AS TO
THE LEGALITY OF THE SHARES BEING REGISTERED
February 8, 1999
Resolution Assistance Corporation
Salt Lake City, Utah 84121
Re: Registration and Issuance of Resolution Assistance
Corporation. Common Stock to Public Investors
Dear Mr. Woods:
This firm has acted as counsel to Resolution Assistance
Corporation, a Utah corporation ("the Company"), in connection
with its registration of 1,000,000 shares of its common stock
("the Shares") for sale to the public through the Company's
Prospectus included within its Registration Statement on Form SB-
2 as filed with the Securities and Exchange Commission on
February 8, 1999.
In connection with this representation, we have examined the
originals, or copies identified to our satisfaction, of such
minutes, agreements, corporate records and filings and other
documents necessary to our opinion contained in this letter. The
Company has also relied as to certain matters of fact upon
representations made to us by officers and agents of the Company.
Based upon and in reliance on the foregoing, it is our opinion
that:
1. The Company has been duly incorporated and is validly
existing and in good standing as a corporation under the laws of
the State of Utah; and has full corporate power and authority to
own its properties and conducts its business as described in the
Prospectus referred to above.
2. When issued and distributed to the purchasers thereof,
the Shares will be duly and validly issued and will be fully paid
and nonassessable.
3. The shareholders of the Company have no pre-emptive
rights to acquire additional Shares of the Company's Common Stock
or other securities in respect of the Units.
The Company hereby consents to the use of our name in the
Prospectus and therein being disclosed as counsel to the Company
in this matter.
Very Truly, Yours,
Fabian & Clendenin
/s/Gary R. Henrie
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<PERIOD-START> OCT-27-1998
<PERIOD-END> DEC-31-1998
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