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As Filed with the Securities and Exchange Commission on March 11, 1999
Registration No. 333-73187
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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PRE-EFFECTIVE AMENDMENT NO. 1
TO THE FORM SB-1 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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EFOX.NET, INC.
(Exact name of registrant as specified in its charter)
Delaware 7310 52-2145698
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(State or Othe (Primary Standard (IRS Employer
Jurisdiction of Industrial Classification Identification
Incorporation or Number) Number)
Organization)
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3 Bethesda Metro Center Suite 700
Bethesda, Maryland 20814
(301) 652-0999
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive office)
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Copy To:
Carl N. Duncan, Esq.
Duncan, Blum & Associates
5718 Tanglewood Drive
Bethesda, Maryland 20817
(301) 263-0200
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of the Registration Statement
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: [x].
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The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
an amendment which specifically states that the 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 Securities and Exchange Commission, acting pursuant to and
section 8(a), may determine.<PAGE>
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Information contained herein is subject to completion or amendment. A
Registration Statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the Registration Statement becomes
effective. This Preliminary Prospectus shall not constitute an offer to sell
or the solicitation of an offer to buy nor shall there be any sales of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such State.
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EFOX.NET, INC.
CROSS REFERENCE SHEET
(SHOWING LOCATION IN THE PROSPECTUS OF INFORMATION
REQUIRED BY ITEMS OF FORM SB-1)
An asterisk (*) under "Caption in Prospectus" indicates that the answer to the
item of Form SB-1 Part I is negative or inapplicable.
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ITEMS IN FORM SB-1 (MODEL B) CAPTION IN PROSPECTUS
I. FORM 1-A ITEMS
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1. Cover Page Information..........................Front Cover Page
2. Distribution Spread.............................Front Cover Page
3. Summary Information, Risk Factors
and Dilution.....................Summary; Risk Factors; Dilution
4. Plan of Distribution........................Plan of Distribution
5. Use of Proceeds to Issue.................Application of Proceeds
6. Description of Business..............................The Company
7. Description of Property..............................The Company
8. Directors, Executive Officers
and Significant Employees............................The Company
9. Remuneration of Directors and Officers...............The Company
10. Security Ownership of Management
and Securityholders..................................The Company
11. Interest of Management
and Others in Certain Transactions.........Conflicts of Interest
12. Securities to be Offered..............Cover Page; Description of
Capital Stock
II. ALTERNATIVE 2 ITEMS
1. Inside Front and Outside Back Cover Pages
of the Prospectus Front ..............................Cover Page
2. Significant Parties..................................The Company
3. Relationship with Issuer of Experts Named in the
Registration Statement...................................Experts
4. Legal Proceedings..............................Legal Proceedings
5. Changes in and Disagreements with Accountants................N/A
6. Disclosure of Commission Position
Indemnification......................Fiduciary Responsibility of
the Company's Management
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<PAGE>
Efox.net, Inc filed its form SB-1 Registration Statement with the SEC on
March 1, 1999. Since Registrant intends to solicit indications of interest for
its shares of common stock, pertinent SEC regulations require that its
Preliminary Prospectus dated as of April ____, 1999 contain the following
mandated "red herring" disclaimer.
Information contained herein is subject to completion or amendment. A
Registration Statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the Registration Statement
becomes effective. This Preliminary Prospectus shall not constitute an
offer to sell or the solicitation of an offer to buy nor shall there be any
sales of these securities in any State in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such State.
Through administrative complications relating to EDGARIZATION conversion and
associated filing, such disclaimer was inadvertently omitted from the original
Form SB-1. The sole purpose of this Pre-Effective Amendment No. 1 is to file
such mandated red herring disclaimer as part of Registrant's Form SB-1. (See
attached cover page to the Prospectus.) In all other material respects, the
Prospectus and associated Registration Statement (which are hereby
incorporated by reference) are unchanged.
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EXHIBIT 10.10
PROSPECTUS $7,500,000 APRIL___, 1999
1,250,000 SHARES OF COMMON STOCK
EFOX.NET, INC.
1,250,000 shares of common stock (the "Shares") are being offered hereby
by Efox.net, Inc., a Delaware corporation (the "Company), on a self-
underwritten, best-efforts, minimum-maximum basis. (See "Plan of Distribution
and "Risk Factors.") The Company will be engaged in the adult entertainment
industry. More specifically, the Company was organized for the purpose of
creating, launching and developing the premiere online and "offline" men's
entertainment destination featuring what the Company believes are some of the
most beautiful women in the world. The Company, its management believes, will
tastefully package heterosexual men's favorite pursuits: Ladies, Automobiles,
Sports and Stocks (what it calls the "LASS" factor) for its male-centric
content.
Unless earlier terminated, the Initial Offering Period will be up to two
(2) months from the date hereof unless, in the sole discretion of the Company,
it is extended for periods up to a total of seven (7) additional months. The
Company is offering a minimum of $1,000,000 up to a maximum of $7,500,000 of
such Shares. (See "Plan of Distribution.") The date that (1) subscriptions
for a minimum of $1,000,000 in Shares have been received and (2) the Company
has accepted such subscriptions will mark the end of the Initial Offering
Period. As described in greater detail in "Plan of Distribution," the
Offering is being made pursuant to a Registration Statement which may be
extended for additional periods which will, in the aggregate, not exceed
24 months from the date of this Prospectus (the "Continuous Offering Period").
(See "Risk Factors -- No Market For The Company's Shares"). During the Initial
Offering Period, Shares will be offered at $6.00 per share. Because Shares
are being sold by it sole principal, Joseph R. Preston, on a self-underwritten
basis (without the use of broker-dealers), there is no selling commission (the
"Selling Price"). (See "Notes to the Cover Page.") During the Continuous
Offering Period, Shares will continue to be sold at $6.00 per share until a
market develops for the Shares. (The Company intends to qualify its Shares for
quotation on the NASDAQ National Market under the symbol "EFOX" once the
$7,500,000 maximum offering is achieved.) At such time as a market develops,
Shares will be sold by the Company at the average of the then prevailing bid
and asked prices on the date the subscription is received. If a minimum of
$1,000,000 of Shares is not sold during the Initial Offering Period (as it may
be extended), investor funds will be promptly returned with all pro rata
interest earned thereon. The minimum purchase is $300 for both the Initial
and Continuous Offering Periods.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION NOT CONTAINED IN THE PROSPECTUS
IN CONNECTION WITH THIS OFFERING AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER BY ANY PERSON WITHIN ANY JURISDICTION
TO ANY PERSON TO WHOM SUCH OFFER WOULD BE UNLAWFUL.
THESE ARE SPECULATIVE SECURITIES.
See "Risk Factors" for certain factors that should be considered
by prospective investors.
POTENTIAL INVESTORS IN THE COMPANY ARE ADVISED THAT AN INVESTMENT IN ITS SHARES
IS SUBJECT TO THE FOLLOWING CONSIDERATIONS, AMONG OTHERS:
* Internet and/or adult entertainment companies can be speculative and
volatile and involve significant risks, including those discussed in
"Risk Factors."
* Specifically, prospective investors are advised that the Company's auditors
have issued a report (as is often true for developmental stage entities)
which raises questions about the Company's ability to continue as a "going
concern". (See Financial Statement, Appendix I and "Risk Factors Going
Concern Report OfCertified Public Accountants.")
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Information contained herein is subject to completion or amendment. A
Registration Statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the Registration Statement
becomes effective. This Preliminary Prospectus shall not constitute an offer
to sell or the solicitation of an offer to buy nor shall there be any sales of
these securities in any State in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of
any such State.
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ITEM 5. INDEX TO EXHIBITS
(a)(1) *FINANCIAL STATEMENTS -- INCLUDED IN PROSPECTUS:
Independent Certified Public Accountants' Report.
Balance Sheet as of February 19, 1999.
Statement of Changes in Shareholder's Equity for the Period
January 22, 1999 (Date of Formation) through February 19, 1999.
Notes to Financial Statements.
(a)(2) *Included Separately from Prospectus: Consent of Independent
Public Accountants.
Schedules are omitted for the reason that all required information
is contained in the financial statements included in the
Prospectus.
(b) Exhibits:
*3.1 Certificate of Incorporation and Certificate of Amendment thereto.
*3.2 Bylaws of Registrant
*3.3 Form of Stock Certificate
*3.4 Subscription Agreement and Power of Attorney (attached to the
Prospectus as Exhibit A).
*5.1 Opinion of Counsel as to the legality of the Shares.
*10.1 Form of Escrow Agreement between Registrant and ___________(the
Escrow Agent).
*10.2 Form of Work for Hire Agreement between Registrant and it
independent contractors.
*10.3 Form of Model Release Agreement between Registrant and its models.
*10.4 Web Site Programming Services Agreement between Registrant and The
Adrenaline Group.
*10.5 Office Lease between Registrant and Peel Properties.
*10.6 Telephone Services Agreement between Registrant and
InterOffice/Bethesda.
*10.7 Master Services Agreement between Registrant and Frontier
Global Center.
*10.8 Engagement Agreement between Registrant and Duncan,
Blum & Associates (securities counsel).
*10.9 Engagement Agreement between Registrant and Grant Thornton LLP
(auditors).
10.10 "Red Herring" Cover Sheet to Preliminary Prospectus.
24.1 Consent of Counsel (Duncan, Blum & Associates).
*24.2 Consent of Auditors (Grant Thornton LLP).
* These exhibits were filed in the March 1, 1999 Registration Statement
and, since changes thereto are not material, are not filed herewith and
are hereby incorporated by reference.
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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 meets
all of the requirements for filing on Form SB-1 and has duly caused this Pre-
Effective Amendment No. 1 to the Form SB-1 Registration Statement to be signed
on its behalf by the Undersigned, thereunto duly authorized, in the City of
Bethesda, and State of Maryland, on the 10th day of March, 1999.
Efox.net, Inc.
By: /s/ Joseph R. Preston
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Joseph R. Preston, President
Pursuant to the requirements of the Securities Act of 1933, this Pre-
Effective Amendment No. 1 to the Form SB-1 Registration Statement has been
signed below by the following person in his capacity as officer and/or director
of the Registrant on the date indicated.
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SIGNATURES TITLE DATE
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/s/Joseph R. Preston President, CEO March 10, 1999
-------------------- and Director
Joseph R. Preston
/s/ Joseph R. Preston Treasurer and Chief March 10, 1999
--------------------- Financial Officer
Joseph R. Preston
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EXHIBIT 24.1
CONSENT OF COUNSEL
We hereby consent to the reference to us in the Prospectus constituting
part of this Form SB-1 Registration Statement for Efox.net, Inc. under the
caption "Legal Matters."
DUNCAN, BLUM & ASSOCIATES
Bethesda, Maryland
March 10, 1999
