U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 4
TO
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS
Under Section 12(b) or 12(g) of
The Securities Exchange Act of 1934
FENWAY INTERNATIONAL, INC.,
a Nevada corporation
(Exact name of registrant as specified in its charter)
NEVADA 84-1426038
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
308-409 Granville Street, Vancouver, British Columbia, Canada V6C 1T2
(Address of registrant's principal executive offices) (Zip Code)
604.844.2265
(Registrant's Telephone Number, Including Area Code)
Securities to be registered under Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on which
to be so Registered: Each Class is to be Registered:
None None
Securities to be registered under Section 12(g) of the Act:
Common Stock, Par Value $.001
(Title of Class)
Copies to:
Thomas E. Stepp, Jr.
Stepp & Beauchamp, LLP
1301 Dove Street, Suite 460
Newport Beach, California 92660
949.660.9700
Facsimile: 949.660.9010
Page 1 of 7
<PAGE>
Fenway International, Inc.,
a Nevada corporation
Index to Amendment No. 4 to Registration Statement on Form 10-SB
Item Number and Caption Page
4. Security Ownership of Certain Beneficial Owners and Management 3
10. Recent Sales of Unregistered Securities 4
Signatures 7
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Item 4. Security Ownership of Certain Beneficial Owners and Management
(a) Security Ownership of Certain Beneficial Owners. The following table
specifies individuals or entities, other than directors and officers, who are
beneficial owners of 5% or more of the Company's issued and outstanding common
stock:
<TABLE>
<CAPTION>
Title of Class Name of Beneficial Owner Amount of Beneficial Owner Percent of Class
- -------------- ------------------------ -------------------------- ----------------
<S> <C> <C> <C>
Common Stock Fenway Resources Ltd., a Delaware 7,644,867 Shares 38.3%
corporation
</TABLE>
(b) Security Ownership by Management. The following table specifies the amount
of the Company's shares of $.001 par value common stock and the amount of
options to purchase the Company's shares of $.001 par value common stock that
each executive officer and director hold, rounded to the nearest 1/10 of 1%.
<TABLE>
<CAPTION>
Title of Class Name of Beneficial Owner Amount of Beneficial Owner Percent of Class
- -------------- ------------------------ -------------------------- ----------------
<S> <C> <C> <C>
Common Stock H. John Wilson, President 4,037 Shares *2.5%
and a Director
Options to *** 574 Clearwater Way 495,963 Options
Purchase Common Coquitlam, B.C., V3C 5W3
Stock at $3.00
Common Stock A. Leonard Taylor 4,037 Shares *2.5%
Chief Financial Officer,
Options to *** Secretary and a Director 495,963 Options
Purchase Common 63 Chadwick Road
Stock at $3.00 R.R.#6, Site 19, C27
Gibsons, B.C. V0N 1V0
Options to *** R. George Muscroft, 300,000 Options *1.5%
Purchase Common Vice President and Director
Stock at $3.00 13339 14A Avenue
Surrey, B.C. V4A 6H6
Options to *** Rene Cristobel, Director 200,000 Options *1.0%
Purchase Common 15 Sto. Domingo St.
Stock at $3.00 Urdaneta Village
Makati City, Philippines
Options to *** Dr. Carlos A. Fernandez, 200,000 Options *1.0%
Purchase Common Director
Stock at $3.00 59 Caimito Road
Mapayapa Village
Quezon City, Philippines
Common Stock Raghbir Kahbra, Director 2,000,000** 10.3%
13911 N.W. 21st Avenue
Vancouver, Washington 98685
Common Stock All officers and directors as a group 4,005,000 *19.2%
</TABLE>
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* Percent of common stock held if all options are exercised.
** Issued May 29, 1998, for a total consideration of $20,000.
*** All Options expire July 4, 2004, and are exercisable at any time at the
discretion of the holder.
Changes in Control. Management of the Company is not aware of any arrangements
which may result in "changes in control" as that term is defined by the
provisions of Item 403(c) of Regulation S-B.
Item 10. Recent Sales of Unregistered Securities
There have been no sales of unregistered securities within the last three (3)
years which would be required to be disclosed pursuant to Item 701 of Regulation
S-B, except for the following:
On or about May 27, 1998, the Company sold 11,000,000 shares of its $0.001 par
value common stock for $0.01 per share. The shares were issued in reliance upon
the exemption from the registration and prospectus delivery requirements of the
Securities Act of 1933 set forth in Section 3(b) of that act and Rule 504 of
Regulation D promulgated by the Securities and Exchange Commission. The offering
price for those shares was arbitrarily established by the Company and had no
relationship to assets, book value, revenues or other established criteria of
value. There were no commissions paid on the sale of those shares. The net
proceeds to the Company were $110,000. The aggregated offering price was
$110,000. Of those 11,000,000 shares, the Company issued 9,000,000 shares of its
$.001 par value common stock to twenty (20) persons, none of which are
affiliates of the Company, and the Company issued 2,000,000 shares of its $.001
par value common stock to Raghbir Kahbra, a director of the Company. Because Mr.
Kahbra is a director of the Company, the shares of $.001 par value common stock
issued to Mr. Kahbra are subject to Rule 144 restrictions regarding resale or
transfer. The Company has issued stop transfer instructions to the Company's
Transfer Agent restricting transfer of those 11,000,000 shares issued to these
twenty persons and Mr. Kahbra until the Company files an appropriate
registration statement with the Securities and Exchange Commission for those
11,000,000 shares and such registration statement is determined to be effective
by the Securities and Exchange Commission.
On or about June 10, 1998, Fenway Resources Ltd., a British Columbia
corporation, pursuant to the provisions of Section 388 of the Delaware General
Corporation Law, was domesticated in the State of Delaware, as a Delaware
corporation. As a result, the assets of Fenway Resources Ltd., a British
Columbia corporation, became the assets of Fenway Resources Ltd., a Delaware
corporation. On or about August 10, 1998, the Company entered into an Agreement
of Purchase and Sale of Assets with Fenway Resources Ltd., a Delaware
corporation, for the purpose of acquiring substantially all of the assets of
Fenway Resources Ltd., a Delaware corporation. The Company issued 7,644,067
shares of its $.001 par value common stock to Fenway Resources Ltd., a Delaware
corporation, in exchange for the assets of Fenway Resources Ltd., a Delaware
corporation, in reliance on the exemption specified by the provisions of Section
4(2) of the Securities Act of 1933. Fenway Resources Ltd., a Delaware
corporation, was the only party which received shares of that common stock
pursuant to that transaction. A copy of that agreement was attached to Amendment
No. 1 which was filed on August 13, 1999 as Exhibit 10.2.
At that time, the officers of Fenway Resources Ltd., a British Columbia
corporation, were H. John Wilson, Chief Executive Officer and A. Leonard Taylor,
Vice President and a Secretary, and the directors of Fenway Resources Ltd., a
British Columbia corporation, were H. John Wilson, A. Leonard Taylor, R. George
Muscroft, Laurie Maranda, Rene E. Cristobel, Carlos A. Fernandez and Milton
Schlesinger. Additionally, at that time, the officers of Fenway Resources Ltd.,
a Delaware corporation, were H. John Wilson, President and A. Leonard Taylor,
Secretary. At the time of the transaction pursuant to which the assets of Fenway
Resources Ltd., a Delaware corporation, were transferred to the Company, in
exchange for those 7,644,067 shares of the Company's $.001 par value common
stock, none of the officers of Fenway Resources Ltd., a Delaware corporation,
was an officer of the Company. Additionally, at that time, no persons serving as
a director of Fenway Resources Ltd., a Delaware corporation, served as a member
of the Board of Directors of the Company. Fenway Resources Ltd., a Delaware
corporation, is a sophisticated investor and was provided complete access to all
of the Company's books, records and financial statements prior to acquiring
those 7,644,067 shares.
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<PAGE>
In May 1998, management of the Company, prior to the Company's acquisition of
the assets of Fenway Resources Ltd., a British Columbia corporation, and also
prior to the Company's name change from Nevada-Utah Gold, Inc., entered into an
oral agreement with G.I. Joe Limited, a United Kingdom corporation ("G.I. Joe"),
affiliates of which include Norhinder Singh and Karmit Kajr, whereby the Company
agreed to sell to G.I. Joe 500,000 shares of the Company's $.001 common stock at
a purchase price of $.25 per share.
In August 1998, management of the Company changed. All of the officers and
directors of the Company, except Raghbir Kahbra, resigned at this time and the
Board of Directors of Fenway Resources Ltd., a British Columbia corporation,
became the new Board of Directors of the Company. Shortly thereafter, the
Company changed its name to Fenway International, Inc.
However, in July 1998, the former management of the Company had accepted $23,900
from G.I. Joe as partial payment for the 500,00 shares which G.I. Joe had agreed
to purchase in May 1998. This amount constituted a partial payment for those
shares. Because the shares had not been paid for in full, the Company did not
issue those shares, or any portion of those shares, to G.I. Joe.
In August 1998, new management of the Company reviewed all the Company's
corporate books and records, including financial statements, and was informed
that this agreement with G.I. Joe was an oral agreement to purchase 500,000
shares of the Company's common stock but that only a partial payment had been
made. On or about September 2, 1998, the Company's former management, at the
request of the Company's new board of directors, confirmed and specified, in
writing, that the Company's former management had entered into an oral agreement
to issue those 500,000 shares to G.I. Joe upon the Company's receipt of the
remaining monies owed for the 500,000 shares.
On February 4, 1999, the Company received the remaining monies owed pursuant to
this transaction and those 500,000 shares were issued by the Company to G.I. Joe
in July 1999. Those 500,000 shares were issued in reliance upon an exemption
from the registration and prospectus delivery requirements of the Securities Act
of 1933 ("Act"), which exemption is specified in Section 3(b) of the Act and
Rule 504 of Regulation D promulgated by the Securities and Exchange Commission.
The Company has issued stop transfer instructions to the Company's Transfer
Agent restricting transfer of those 500,000 shares issued to G.I. Joe until the
Company files an appropriate registration statement with the Securities and
Exchange Commission for those 500,000 shares and such registration statement is
determined to be effective by the Securities and Exchange Commission.
On or about October 29, 1998, the Company sold 2,798 shares of its $0.001 par
value common stock for $3.00 per share to Mr. H. Scott (2,128 shares) and Mr. K.
Brause (670 shares). The shares were issued in reliance upon the exemption from
the registration requirements of the Securities Act of 1933 set forth in Section
3(b) of that Act and Rule 504 of Regulation D promulgated by the Securities and
Exchange Commission. The offering price for the shares was arbitrarily
established by the Company and had no relationship to assets, book value,
revenues or other established criteria of value. There were no commissions paid
on the sale of those shares. The net proceeds to the Company were $8,394. The
Company has issued stop transfer instructions to the Company's Transfer Agent
restricting transfer of those 2,798 shares issued to Mr. Scott and Mr. Brause
until the Company files an appropriate registration statement with the
Securities and Exchange Commission for those 2,798 shares and such registration
statement is determined to be effective by the Securities and Exchange
Commission.
During the period February 24, 1999 to April 12, 1999, the Company sold 29,000
shares of its $0.001 par value common stock for $3.00 per share. The shares were
issued in reliance upon the exemption from the registration and prospectus
delivery requirements of the Securities Act of 1933 set forth in Section 3(b) of
that Act and Rule 504 of Regulation D promulgated by the Securities and Exchange
Commission. The offering price for the shares was arbitrarily established by the
Company and had no relationship to assets, book value, revenues or other
established criteria of value. There were no commissions paid on the sale of
shares. The aggregate offering price was $87,000. The 29,000 shares of the
Company's $.001 par value common stock were sold to five (5) persons, none of
which are affiliates of the Company. 9,000 of these 29,000 shares of the
Company's $.001 par value common stock, which were sold on April 12, 1999, are
subject to the March 1999 Rule 504 Amendments. The Company has issued stop
transfer instructions to the Company's Transfer Agent restricting transfer of
those 29,000 shares issued to these five individuals
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until the Company files an appropriate registration statement with the
Securities and Exchange Commission for those 29,000 shares and such registration
statement is determined to be effective by the Securities and Exchange
Commission.
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SIGNATURES
In accordance with the provisions of Section 12 of the Securities Exchange
Act of 1934, the undersigned has duly caused this Amendment No. 4 to
Registration Statement on Form 10-SB to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Vancouver, British
Columbia, Canada, on November 24, 1999.
Fenway International, Inc.,
a Nevada corporation
By: /s/ H. JOHN WILSON
------------------------
H. John Wilson
Its: President
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