UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDED FORM 10-SB
GENERAL FORM FOR REGISTRATION OF
SECURITIES OF SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
Prime Equipment, Inc.
(Name of Small Business Issuer in its charter)
Nevada 88-0412653
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification
number)
Vegas Commerce Center 1350 E. Flamingo Rd.
Suite 688 Las Vegas, NV 89119
(Address of principal executive offices) (Zip Code)
Issuer's Telephone Number: (702) 595-4951
Securities to be registered under Section 12(b) of the Act:
Title of each class to be so registered: n/a
Name of exchange on which each class is to be registered: n/a
Securities to be registered under Section 12(g) of the Act:
Common Stock, par value $.001 per share
TABLE OF CONTENTS
Page No.
Part I
Item 1. Description of Business 3
Item 2. Management's Discussion and Analysis 5
Item 3. Description of Property 8
Item 4. Security Ownership of Certain
Beneficial Owners and Management 8
Item 5. Directors, Executive Officers,
Promoters and Control Persons 8
Item 6. Executive Compensation 9
Item 7. Certain Relationships and Related
Transactions 9
Item 8. Description of Securities 9
Part II
Item 1. Market for Common Equity and Related
Stockholder Matters 10
Item 2. Legal Proceedings 10
Item 3. Changes In and Disagreements with
Accountants 11
Item 4. Recent Sales of Unregistered
Securities 11
Item 5. Indemnification of Directors and
Officers 11
Part F/S 12
Part III
Item 1. Index to Exhibits 13
Item 2. Description of Exhibits 13
Signatures 13
<PAGE> 2
PART I
ITEM 1. DESCRIPTION OF BUSINESS
General
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Prime Equipment, Inc. (the "Company") is a Nevada company formed under the laws
of the State of Nevada on December 18, 1998, originally to engage in the
construction equipment and telecommunication equipment rental & sales
business. Since its inception, the company has been establishing itself in the
industry. The Company has sold equity shares to raise capital, planned and
arranged for management, and has commenced corporate strategic planning
regarding potential viable operations. The Company currently operates out
of 2505 Chandler Avenue, Suite 1, Las Vegas, Nevada 89120.
The Company is a development stage company, which does not
currently have supply contracts and, therefore, does not have
revenues from operations for the last two fiscal years.
Business of Issuer
- ------------------
The Company is now engaged in the import and distribution of telecommunications
equipment. It has signed a contract with DATICO S.P.A. (www.datico.it) of Italy
for the exclusive right to import and distribute their manufactured
telecommunications equipment to Internet Service Providers and end users in the
North America.
The first product is a high-speed modem for DSL Internet connection, which
allows the subscriber to surf at a speed of 1.5Mb to 4Mb. The Company is
also looking at equipment for wirelesses internet, which would fill a market
need in remote areas were DSL is not available.
With the implementation of broadband (fiber-optics) more and more services
will be available on the internet. Looking to the future of the company, it is
clear that the market will be the telecommunications equipment, to be utilized
by end-users, carriers, ISP, TV and cable companies. High-speed ADSL
modems will be in greater demand, as the speed will be crucial in determining
future use. The Company will benefit from our association with Datico Spa
whom, as a distributor for NOKIA products, as well as, manufacturing their
own modems, can also use the latest technology from NOKIA to be
implemented into their equipment.
The focus will be to use Datico's know-how to install private network into
office building, hotels, banks etc., an integrated installed private network to
provide broad-band connection to all tenants, with substantial saving over
having to supply them individually (Appendix II).
Another product the Company is considering is Voice Over IP Telephone
Sets that will change the way phones are used in the near future. Contact
have be made with Circa Telecom (www.circa.ca) for distribution in Italy
of Circa's telephone sets through Datico. Prime in this case will be
the exporter.
Management continues to search for new equipment to be added to its current
product list, which we believe will increase yearly.
The Company's products will be marketed over the Internet, through its web site
www.primeequipmentinc.com. Management of the Company believes that
there is a high demand for these type of products due to rapid increase demand
for high speed internet service and specifically DSL connection.
The Company leases suitable office space in Las Vegas, Nevada to sell the
products over the Internet.
MARKETING
The Company intends to rely on trade shows to implement the Company's
marketing objectives. The company also intends to utilize traditional
distribution channels in each State, direct e-mail and Internet Service
Providers to expand its contacts and client base.
The Company does not anticipate being dependent on one or a few major
customers. The Company intends to supply DSL and telecom equipment through
the use of a web site. Also, management of the Company expects that the
posting of the web page on various search engines on the Internet will attract
end user customers. However, there is no guarantee that the Company's web site
will promote the growth of the Company. As of the date of this submission,
the Company's President, Giovanni Iachelli, works full time for the Company,
with the support of the secretary, Piero Dante Guglielmi and director Alex
Martyiank
Other than development of its website, the Company has no intellectual property
rights.
<PAGE> 4
The Company has no intellectual property rights.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Forward Looking Statements
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This Registration Statement on Form 10-SB contains forward-
looking statements. Such statements consist of any statement
other than a recitation of historical facts and can be identified
by words such as "may," "expect," "anticipate," "estimate,"
"hopes," "believes," "continue," "intends," "seeks,"
"contemplates," "suggests," "envisions" or the negative thereof
or other variations thereon or comparable terminology. These
forward-looking statements are based largely on the Company's
expectations and are subject to a number of risks and
uncertainties, including but not limited to: those risks
associated with economic conditions generally and the economy in
those areas where the Company has or expects to have assets and
operations, including, but not restricted to Nevada and
eventually other jurisdictions; competitive and other factors
affecting the Company's operations, markets, products and
services; those risks associated with the ability to obtain
medical supply contracts and the funding of the Company and other
costs associated with the Company's marketing strategies; those
risks associated with the Company's ability to successfully
negotiate with certain business owners; those risks relating to
estimated contract costs, estimated losses on uncompleted
contracts and estimates regarding the percentage of completion of
contracts, risks relating to the ability of Company to raise the
funds necessary to operate and develop business, and risks
relating to changes in interest rates and in the availability,
cost and terms of financing; risks related to the performance of
financial markets; risks related to changes in domestic and
foreign laws, regulations and taxes; risks related to changes in
business strategy or development plans; risks related to any
possible future lawsuits against the Company and the associated
costs, and risks associated with future profitability. Many of
these factors are beyond the Company's control. Actual results
could differ materially from these forward-looking statements.
In light of these risks and uncertainties, there can be no
assurance that the forward-looking information contained in this
registration statement on Form 10-SB will, in fact, occur.
The Company's actual results may differ materially as a result
of certain factors, including those set forth in this Form 10-SB.
Potential investors should consider carefully the previously
stated factors, as well as the more detailed information
contained elsewhere in this Form 10-SB, before making a decision
to invest in the common stock of the Company.
<PAGE> 5
The following is a discussion of the financial condition and
results of operations of the Company as of the date of this
Registration Statement. This discussion and analysis should be
read in conjunction with the accompanying audited Financial
Statements of the Company including the Notes thereto which are
included elsewhere in this Form 10-SB and the notice regarding
forward-looking statements.
PLAN OF OPERATION
The Company plans to engage in the sale of telecommunications equipment.
Additional funding through private placement will be necessary to enable the
Company to lease a suitable office warehouse facility in Las Vegas and to
enable the Company to complete its Web Page and to secure contracts with
suppliers and users.
The Company intends to raise adequate funds from interested
local parties to provide adequate working capital of up to
$2,250,000 for the next 12 months. This will be used to develop
Internet business, pay professionals and for advertising in the
Yellow Pages and media and purchase the telecommunications equipment. No
product research or development is considered necessary; no plant
is required, but the Company expects to add employees over the next
12 months as additional orders increase.
Revenue
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The Company has not received revenues from operations during
the two-year period preceding the filing of this form. The
Company has not yet achieved any revenue from operations to date.
Since the Company is still in the development stage, its expenses
were nominal.
Liquidity
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The Company will have to raise additional capital in the
next twelve months. As of December 31, 1998, the Company had
nominal working capital and results. In order to satisfy the
liquidity needs of the Company for the following twelve months,
the Company will be primarily dependent upon loans from management,
proceeds from the sale of the Company's common and/or preferred stock
through one or more private placements and vfuture cash flow from operations.
Since the Company is in its
<PAGE> 6
development stage and has not entered into any contracts,
attracted clientele or otherwise engaged in any activity that
would generate revenue at this time, the Company does not
currently have the revenue necessary to fund future operations of
the Company. If the Company is unable to obtain adequate funds
from loans, the sale of its stock in public offerings, private
placements, or alternative financing arrangements, it may be
necessary to postpone the planned business of the Company or the
Company's ability to obtain Letters of Credit. The Company, under
such circumstances, would resort to using cash flow for internal
growth.
The Company has issued shares of its Common Stock from time
to time in the past to satisfy certain obligations and expects in
the future to also acquire certain services, satisfy indebtedness
and/or make acquisitions utilizing authorized shares of the
capital stock of the Company. If operations and cash flow can be
improved through these efforts, management believes that the
Company's liquidity problems will be resolved and that the
Company can continue to operate. However, no assurance can be
given that management's actions will result in profitable
operations.
The plan of the Company is to raise more financing through loans
and the sale of the Company's common and preferred stock to enable the
Company to purchase equipment, hire employees and execute additional
contracts with equipment manufacturers. An overall
budget of $2,250,000 for the first year should achieve the Company's goals.
Potential Uncertainties
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As the Company expects eventually to obtain equipment from
overseas manufacturers and such expenditures are generated in
foreign currencies, fluctuations in the value of currencies
relative to the United States dollar could adversely affect the
Company's profitability. Royalty payments, if any, paid by the
Company relating to foreign licensing arrangements would be
converted to U.S. dollars based on the exchange rate at the time
of payment.
Year 2000 Compliance
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BACKGROUND. Some computers, software and other equipment
include programming code in which calendar year data is
abbreviated to only two digits. As a result of this design
decision, some of these systems could fail to operate or fail to
produce correct results if "00" is interpreted to mean 1900,
rather then 2000.
<PAGE> 7
ASSESSMENT. All of the Company's equipment (small office
electronics, computers, printers and copiers), as well as equipment it
intends to sell are 100% Y2K compliant and fully functional at this time.
Therefore, management does not anticipate any negative impact of the
continuation of the Year 2000.
ITEM 3. DESCRIPTION OF PROPERTY
The Company's principal executive and administrative offices are
located in Nevada at of 2505 Chandler Avenue, Suite 1, Las Vegas,
Nevada 89120., in which it shares leased premises under a month-to-month
agreement with an executive office center. The Company intends to
stay at this premise until it gets economically viable or until the Company
has made other plans or found suitable space. The Company rents on a per
month basis, a shared office for economic reasons until the Company has
adequate financing to develop its business. The Company considers its
executive and administrative offices to be adequate and suitable for its current
needs. The Company does not own or lease any other real estate.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
As of November 1, 2000, Giovanni Iachelli owned 25,000 shares of common
stock, which was received as compensation for services performed to date.
No other officer or member of the Board of Directors owns any securities or
the right to acquire any securities of the Company. Further, as of November 1,
2000, management of the Company is not aware of any person or group who
owns 5% or more of the securities of the Company. However, it is anticipated
that from time to time the Company will issue shares of stock to management or
directors for se4rvices rendered, although there are no specific agreements at
this time.
CHANGES IN CONTROL
The Company has no arrangements which might result in a change in
control of the Company. Company's management are expected to remain in their
respective positions indefinately. There are no agreements or understandings,
verbal or written, in which any of the Company's management has or will agree
to resign at the request of another person, nor are any of the officers or
directors acting at the direction of another person. However, in the future the
Company may consider strategic alliances with other companies that might provide
additional products that would be sold by the Company.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS
The following table sets forth the directors and
executive officers of the Company, their ages, and all
positions held with the Company.
Name Age Positions
- ---------------------------------------------------------------
Giovanni Iachelli 53 President, Director
Alex Martyniak 36 Director
Piero Dante Guglielmi 35 Secretary
<PAGE> 8
Mr. Giovanni Iachelli has been the President and
Director of the Company since January 1st 2000. Mr. Iachelli is a
civil engineer and has been involved in huge construction
contracts in the Middle East and telecommunications both in
Europe and North America. From 1998-1999, he was the Merger and
Acquisition Manager, Italian Market for Primus Telecom Corp UK,
in London. From 1995 to 1998, he was President of North American
Telephone Company in Vancouver. Mr. Iachelli held the position of
Development Manager for Italian Market for UGN, Inc. in Carlson,
CA from 1990 to 1995. From 1980 to 1990, he was Vice President of
Export & Marketing in the Food & Wine sector of EAGLE sas in
Vancouver.
Mr. Alex Martyniak
Mr. Martyniak attended the University of Mining and Metallurgy in Kracow,
Poland, from 1984 until 1987. He atttended the British Columbia Institue of
Technology from 1992 until 1993. He received a diploma in International
Business from Langara College in Vancouver, British Columbia in 1998.
Between 1984 and 1990, he was involved in various businesses in Poland
and Itlay, iincluding Fiat, Fenici Import Export Company and Stecaro.
Between 1990 and the present he has been involved in various businesses in
Vancouver, British Columbia, including Industry Canada and the Italian
Chamber of Commerce, acting for the latter as Commercial Attache.
Mr. Piero Dante Guglielmi
Mr. Guglielmi received training in international marketing from Simon Fraser
University in Vancouver, British Columbia. Between 1989 and 1996, he was in
charge of research and development corporate filing for North American Fire
Guardian Technology, Inc. From 1996 until the present, he has been in charge
of technical marketing and a director of North American Fire Guardian
Technology, Inc.
Currently there are no agreements or understanding for any officer or
director to resign at the request of another person and that none of the
officers or directors are acting on behalf of or will act at the direction of
any other person.
ITEM 6. EXECUTIVE COMPENSATION
There has been no executive compensation in any form to date with the
exception of the issuance of 25,000 shares to Giovanni Iachelli for services
rendered to date. It is anticipated that the officers and directors will
receive compensation as sales of equipment are completed, including salaries and
stock compensation.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There have been no material transactions in the past two
years or proposed transactions to which the Company has been or
is proposed to be a party in which any officer, director, nominee
for officer or director, or security holder of more than 5% of
the Company's outstanding securities (of which there are none) is
involved.
The Company has no promoters other than its officers and directors.
There have been no transactions which have benefited or will benefit its
officers and directors either directly or indirectly, except for the issuance
of stock to Giovanni Iachelli for services rendered.
ITEM 8. DESCRIPTION OF SECURITIES
Common Stock
The Company has 50,000,000 authorized shares of Common
Stock, $.001 par value per share, of which 4,046,000 shares were
issued and outstanding as of November 11, 2000, and 24,000,000 shares of
Preferred Stock, of which none have been issued. Holders of the
Common Stock are entitled to one vote per share with respect to
all matters that are required by law to be submitted to a vote of
shareholders. Holders of the Common Stock are not entitled to
cumulative voting. The Common Stock has no redemption, preemptive
or sinking fund rights.
To date, the Company has not paid any dividends on its
common stock. The payment of dividends, if any, in the future is
within the discretion of the Board of Directors and will depend
upon the Company's earnings, its capital requirements and
<PAGE> 9
financial condition, and other relevant factors. There are no
provisions in the Company's articles of incorporation or by-laws
that prevent or restrict the payment of dividends. Dividend
payments, if any, would be subject to the provisions of the
Nevada Revised Statutes as well.
PART II
ITEM 1. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
MARKET INFORMATION
The Company is voluntarily filing this Registration
Statement on Form 10-SB to obtain listing on the OTC Bulletin
Board, which requires all listed companies to be registered with
the SEC under Section 13 or 15(d) of the Securities Exchange Act
of 1934 and to be current in its required filings once so
registered.
The Company has no public trading market for its common
stock. Although the Company intends to seek a quotation for its
common shares on the Over-the-Counter Bulletin Board in the
future, there is no assurance the Company will do so, nor is
there any assurance that should the Company succeed in obtaining
a listing for its securities on the OTC Bulletin Board or on some
other exchange, that a trading market for the Company's stock
will develop. There are no outstanding options, warrants to
purchase, or securities convertible into common equity of the
Company outstanding. The Company has not agreed to register any
shares of its common stock for any shareholder. There are
presently 4,021,000 shares of common stock which were issued as
follows: 100,000 shares of common stock for cash subject to Rule
144 in December 1998; 100,000 issued pursuant to Regulation D,
Rule 504 on March 1999, 3,800,000 following a 20 for 1 forward
split in October of 1999, and further the following stock was
issued pursuant to Rule 144 by private placements in November of
1999 1,000 shares and in December of 1999 20,000 shares. The Company issued
25,000 shares of stock to Giovanni Iachelli on November 1, 2000, for services
rendered.
STOCKHOLDERS
The are 51 shareholders of record for the Company's common stock.
ITEM 2. LEGAL PROCEEDINGS
The Company is not a party to any material pending legal
proceedings and, to the best of its knowledge, no such action by
or against the Company has been threatened. The Company's
sole officer and director is not an adverse party to the
Company nor does he have a material interest adverse to the
Company.
<PAGE> 10
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
There have been no changes in accountants or disagreements
on accounting and financial disclosure matters.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
In December of 1998, the Company issued 100,000 shares of
Common Stock for cash proceeds of $100 in a private transaction,
pursuant to an exemption from registration under Section 4(2) of
the Securities Act of 1933.
In February of 1999, the Company issued 100,000 shares of
Common Stock for cash proceeds of $10,000 pursuant to Regulation
D, Rule 504.
In October of 1999 the Company approved a forward stock
split of 20 shares for each existing share, creating 3,800,000
common shares.
In November of 1999, the Company issued 1,000 shares of
Common Stock for cash proceeds of $1,000 in a private
transaction, pursuant to an exemption from registration under
Section 4(2) of the Securities Act of 1933.
In December of 1999, the Company issued 20,000 shares of
Common Stock for cash proceeds of $20,000 in a private
transaction, pursuant to an exemption from registration under
Section 4(2) of the Securities Act of 1933.
Except for the Regulation D, Rule 504 offering in February
of 1999, all of the above issuance of securities were issued in
reliance on Section 4(2) of the Securities Act of 1933, which
provides an exemption from registration for transactions not
involving any public offering.
ITEM 5. INDEMNIFICATION 0F DIRECTORS AND OFFICERS
The Company's Bylaws provide that the Company will indemnify
its directors and executive officers and may indemnify its other
officers, employees and agents to the fullest extent permitted by
Nevada law. The Company is also empowered under its Bylaws to
enter into indemnification agreements with its directors and
officers and to purchase insurance on behalf of any person it is
required or permitted to indemnify.
<PAGE> 11
In addition, the Company's Articles provide that the
Company's directors will not be personally liable to the Company
or any of its stockholders for damages for breach of the
director's fiduciary duty as a director or officer involving any
act or omission of any such director or officer. Each director
will continue to be subject to liability for breach of the
director's fiduciary duties to the Company for acts or omissions
that involve intentional misconduct, fraud or a knowing violation
of law, or the payment of dividends in violation of Nevada
corporate law. This provision also does not affect a director's
responsibilities under any other laws, such as the federal
securities laws.
PART F/S
Financial Statements
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The following financial statements,as required in this Part F/S of
this Form 10-SB, are attached as Exhibit 99.15 hereto.
1. Audited Financial Statements for the year ended
December 31, 1999
2. Audited Financial Statements for the year ended
December 31, 1998.
3. Interim Financial Statements for the period ended
March 31, 2000
4. Interim Financial Statements for the period ended
June 30, 2000
5. Interim Financial Statements for the period ended
September 30, 2000
<PAGE> 12
PART III
ITEMS 1 AND 2. INDEX TO EXHIBITS AND DESCRIPTION
Exhibit
Number Description
- ------- -----------------------------------------------------
3.0 Articles of Incorporation
3.1 Amended Articles of Incorporation
3.2 By-Laws
27.0 Financial Data Schedule
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act
of 1934, the registrant has caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly
authorized.
Prime Equipment, Inc.,
(Registrant)
Date: November 17, 2000 /s/ Piero Dante Guglielmi
Piero Dante Guglielmi
Secretary and
authorized officer
<PAGE> 13
