U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
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 6
Exhibit Index is specified on Page 5
<PAGE>
Fenway International, Inc.,
a Nevada corporation
Index to Amendment No. 1 to Registration Statement on Form 10-SB
Item Number and Caption Page
- ----------------------- ----
6. Executive Compensation - Remuneration of Directors
and Officers 3
10. Recent Sales of Unregistered Securities 4
15. Financial Statements and Exhibits 5
15(b) Index to Exhibits
Exhibits E-1 through E-6
Signatures 6
2
<PAGE>
Item 6. Executive Compensation - Remuneration of Directors and Officers.
Specified below, in tabular form, is the aggregate annual remuneration of the
Company's Chief Executive Officer and the four (4) most highly compensated
executive officers other than the Chief Executive Officer who were serving as
executive officers at the end of the Company's last completed fiscal year.
- --------------------------------------------------------------------------------
Name of Individual or Capacities in which Remuneration Aggregate
Identity of Group was received Remuneration
- --------------------------------------------------------------------------------
Herbert John Wilson President $39,000
Arthur Leonard Taylor Chief Financial Officer $31,000
Laurie Maranda Vice President $13,000
Robert George Muscroft Vice President $13,000
- --------------------------------------------------------------------------------
Other than as set forth under the heading "Employment Agreements" below, there
is no arrangement for compensation of the named Executive officers or directors
of the Company in the event of termination of employment, changes in
responsibilities and/or employment contracts, or in the event of change of
control of the Company.
Employment Agreements. On September 1, 1995, Fenway Resources Ltd., a British
Columbia corporation, entered into an employment agreement, with a term expiring
August 31, 2000, with H. John Wilson (the "Wilson Agreement"), pursuant to which
Mr. Wilson agreed to act as the President and Chief Executive Officer of that
corporation. The Wilson Agreement was assumed by the Company and is renewable by
mutual consent of the parties for successive five (5) year periods. The unpaid
compensation to Mr. Wilson is accruing.
Pursuant to the terms of the Wilson Agreement, Mr. Wilson is entitled to
compensation in the amount of $400,000 per year, commencing September 1, 1995.
Despite the terms of the Wilson Agreement, Mr. Wilson has only received $3,250
per month from the Company and has agreed to defer all other compensation
payable to him until the Company's board of directors deems it appropriate to
pay Mr. Wilson the full amount of the compensation and benefits required
pursuant to the Wilson Agreement.
Mr. Wilson is also entitled to reimbursement for out-of-pocket expenses and
rights and benefits pursuant to any profit sharing, deferred compensation, stock
appreciation rights, stock option or other plans or programs adopted by the
Company, if any, comparable to rights and benefits pursuant to such plans and
programs as are customarily granted to persons holding similar positions as that
held by Mr. Wilson or performing duties similar to those performed by him in
corporations of similar size that carry on a similar type of business as that
carried on by the Company.
On September 1, 1995, Fenway Resources Ltd., a British Columbia corporation,
entered into an employment agreement with A. Leonard Taylor (the "Taylor
Agreement"), pursuant to which Mr. Taylor agreed to act as that corporation's
Secretary and Chief Financial Officer. The Taylor Agreement was assumed by the
Company and is substantially the same as the Wilson Agreement.
Pursuant to the terms of the Taylor Agreement, Mr. Taylor is entitled to
compensation in the amount of $300,000 per year, commencing September 1, 1995.
Despite the terms of the Taylor Agreement, Mr. Taylor has only received $2,600
per month from the Company and has agreed to defer all other compensation
payable to him until the Company's board of directors deems it appropriate to
pay Mr. Taylor the full amount of the compensation and benefits required
pursuant to the Taylor Agreement. The unpaid compensation to Mr. Taylor is
accruing.
On February 1, 1996, Fenway Resources Ltd., a British Columbia corporation,
entered into an employment agreement with Laurie G. Maranda (the "Maranda
Agreement"), pursuant to which Mr. Maranda agreed to act as that corporation's
Project Manager, Quarrying and Production. The Maranda Agreement was assumed by
the Company and is substantially the same as the Wilson Agreement.
Pursuant to the terms of the Maranda Agreement, Mr. Maranda is entitled to
compensation in the amount of $200,000 per year, commencing February 1, 1996.
Despite the terms of the Maranda Agreement, Mr. Maranda has only received
3
<PAGE>
$3,250 per month from the Company and has agreed to defer all other compensation
payable to him until the Company's board of directors deems it appropriate to
pay Mr. Maranda the full amount of the compensation and benefits required
pursuant to the Maranda Agreement. The unpaid compensation to Mr. Maranda was
accruing until Mr. Maranda resigned his position on September 30, 1999.
On February 1, 1996, Fenway Resources Ltd., a British Columbia corporation,
entered into an employment agreement with R. George Muscroft (the "Muscroft
Agreement"), pursuant to which Mr. Muscroft agreed to act as that corporation's
Project Manager, Port and Power. The Muscroft Agreement was assumed by the
Company and is substantially the same as the Wilson agreement.
Pursuant to the terms of the Muscroft Agreement, Mr. Muscroft is entitled to
compensation in the amount of $200,000 per year, commencing September 1, 1995.
Despite the terms of the Muscroft Agreement, Mr. Muscroft has only received
$3,250 per month from the Company and has agreed to defer all other compensation
payable to him until the Company's board of directors deems it appropriate to
pay Mr. Muscroft the full amount of the compensation and benefits required
pursuant to the Muscroft Agreement. The unpaid compensation to Mr. Muscroft is
accruing.
Director's Compensation. For the Company's most recently completed fiscal year:
(a) no compensation of any kind was accrued, owing or paid to any of the
Company's directors for acting in their capacity as such; and
(b) no arrangements of any kind existed with respect to the payment of
compensation of any kind to any of the Company's directors for acting
in their capacity as such.
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 9,000,000 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 the shares was arbitrarily set 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 net proceeds to the Company
were $90,000. The Company issued 2,000,000 shares of its $.001 par value common
stock to Raghbir Kahbra, a director of the Company, as part of this offering.
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 on resale
or transfer.
On or about August 10, 1998, the Company entered into an Agreement of Purchase
and Sale of Assets with Fenway Resources Ltd. for the purpose of acquiring
substantially all of the assets of Fenway Resources Ltd. The Company issued
7,644,067 shares of its $.001 par value common stock to Fenway Resources Ltd. in
exchange for the assets of Fenway Resources Ltd., in reliance on the exemption
specified by the provisions of Section 4(2) of the Securities Act of 1933.
Fenway Resources Ltd. was the only party which received shares pursuant to this
issuance. A copy of that agreement was attached to Amendment No. 1 which was
filed on August 13, 1999 as Exhibit 10.2. The Company provided Fenway Resources
Ltd. with complete access to all of the Company's books and records, including
financial statements.
On or about September 2, 1998, the Company issued 500,000 shares of its $0.001
par value common stock, which the Company valued at $0.25 per share, to G.I. Joe
Ltd., a United Kingdom corporation, whose principals include Norhinder Singh and
Karmit Kajr. The shares were issued in exchange for two hundred thousand
(200,000) shares of $.001 par value common stock of Fortune Oil & Gas, Inc., a
Nevada corporation, and 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. Specifically, the offer was made to
"accredited investors", as that term is defined under applicable federal and
state securities laws, and no more
4
<PAGE>
than 35 non-accredited investors. The value of the shares was arbitrarily set 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. G.I. Joe Ltd. has not sold, transferred, exchanged or otherwise disposed
of the common stock it acquired in this transaction.
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 set 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 net proceeds to the Company were $8,394.
On or about February 4, 1999, the Company sold 500,000 shares of its $.001 par
value common stock for $0.25 per share, for an aggregate total of $125,000. On
or about February 24, 1999, the Company sold 2,000 shares of its $.001 par value
common stock for $3.00 per share, for an aggregate total of $6,000. On or about
March 16, 1999, the Company sold 5,000 shares of its $.001 par value common
stock for $3.00 per share, for an aggregate total of $15,000. On or about March
17, 1999, the Company sold 4,000 shares of its $.001 par value common stock for
$3.00 per share, for an aggregate total of $12,000. On or about March 30, 1999,
the Company sold 9,000 shares of its $.001 par value common stock for $3.00 per
share, for an aggregate total of $27,000. On or about April 12, 1999, the
Company sold 9,000 shares of its $.001 par value common stock for $3.00 per
share, for an aggregate total of $27,000. The shares of $.001 par value common
stock sold on April 12, 1999 were subject to the March 1999 Rule 504 Amendments.
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 set 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.
Item 15. Financial Statements and Exhibits
(b) Index to Exhibits
Copies of the following documents are filed with this Registration Statement,
Amendment No. 1 to Form 10-SB as Exhibits:
Index to Exhibits
10.11 Agreement (Dated June 29, 1999) by and
between First Access Financial Group, Inc. and
Fenway International, Inc. E-1 through E-6
27 Financial Data Schedule
5
<PAGE>
SIGNATURES
In accordance with the provisions of Section 12 of the Securities Exchange
Act of 1934, the undersigned has duly caused this Amendment No. 2 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 __, 1999.
Fenway International, Inc.,
a Nevada corporation
By: /s/ H. John Wilson
------------------------
H. John Wilson
Its: President
6
FIRST ACCESS FINANCIAL GROUP, INC.
June 29, 1999
VIA FAX (604)844-2267
H. John Wilson
President & CEO
Fenway International, Inc.
Suite 308 - 409 Granville Street
Vancouver, B.C.
V6C 1T2
Dear Mr. Wilson
Please let this letter stand as a commitment by "First Access" Financial Group,
Inc. ("First Access") to arrange for the capitalization of Fenway International,
Inc., (the "Corporation).
For ten dollars and other good and valuable consideration it is agreed as
follows:
(1) "First Access" shall arrange for the capitalization of the Corporation
through an institutional equity placement. Terms and conditions of such
placement shall be subject to the approval of the Corporation. "First
Access" shall act as an investment banker on behalf of the Corporation, and
shall not be an underwriter of the securities issued by the Corporation.
(2) "First Access" shall arrange a secured loan placement for the
Corporation. This debt financing shall be upon terms and conditions
acceptable to the Corporation and shall be secured by assets of the
Corporation.
(3) "First Access" will provide additional investment banking and corporate
financial services including financial services including financial public
relations, merger and acquisition analysis, and general financial
consultation to achieve a strategic alliance, syndication, joint venture,
merger,
E-1
<PAGE>
acquisition, distribution, licensing agreement or sale. "First Access" is
interested in a continuing relationship with the Corporation in order to
handle its investment banking needs.
(4) "First Access" shall arrange for the following:
(A) Locations and funding of equity and debt described in this Agreement,
which shall include the negotiation of the terms of such financing and
overseeing the documentation of such financing.
(B) Coordination of all professionals in order to complete all financing
contemplated in this Agreement.
(C) Coordination of all aspects of the financing in order to assure
funding within the committed time frames; and
(D) Completion of negotiations on behalf of the Corporation with the
financial institutions.
(E) Consultation with the officers and Board of Directors of the
Corporation concerning the negotiation of all terms of the funding
described herein, the restructuring of the Balance sheet of the
Corporation, if needed, and the proper incentive compensation programs
for officers and directors of the Corporation.
(5) The Corporation shall immediately begin to compile the necessary
information in order to complete a Funding Package. Such information shall
include but not be limited to:
A) An audited balance sheet and audited operating income and expense
statements for the last two fiscal years of the Corporation or the
life of the Corporation, whichever is less.
B) An unaudited balance sheet dated within sixty days.
C) A complete history of the Corporation, including resumes of the
principal officers, directors and employees of the Corporation.
D) Financial projections for the next five fiscal years of the
Corporation.
E-2
<PAGE>
E) Business plan showing the desired business results over the next five
years for the Corporation.
F) Bank business and legal references.
G) A list of the Corporation's competitors and competitive position of
the other companies in the Corporation's industry;
H) Projected use of the capitalization to be provided; and
I) Business strategies to accomplish the stated business objectives of
the Corporation.
(6) Upon closing of the offering described in paragraphs one and two of this
Agreement, "First Access" shall be entitled to receive a fee ("the Fee")
equal to a cumulative percentage of the transaction value ("Funds Raised")
on behalf of the Corporation, as outlined below, which shall be payable
upon funding, whether the form of the transaction is a purchase of assets,
of capital stock, debt, syndication, statutory merger or acquisition, or
any combination of formats. This Agreement covers any and all subsequent
financings from the same Funder or other funding sources introduced by
"First Access".
(7) In addition to the above fee, the Corporation will issue warrants to "First
Access".
The Warrants will have a term of two years from the date of closing the
transaction and are exercisable at the Specified Price for the first year and at
one hundred and ten percent (110%) of the Specified Price for the second year.
The Warrants shall have ultimate piggy back registration rights and one time
demand registration rights. The fee and the warrants are cumulative and will be
calculated as follows:
Funds Raised Fee Warrants
- ------------ --- --------
0 - 10,000,000 7.0% 200,000
10 - 20,000,000 2.0 150,000
20 - 40,000,000 1.5 100,000
40 - 80,000,000 1.2 75,000
80 - 100,000,000 0.95 50,000
The price for the warrants will be the price/share as specified by the
price/share in the transaction between the Corporation and the Funder.
E-3
<PAGE>
(8) The Corporation agrees to give "First Access" the first right of refusal to
enter into an Investor Relations contract with one of its associated
Investor Relation Firms on terms that are acceptable to the parties.
(9) "First Access" agrees to indemnify and hold harmless the Corporation and
its officers, directors, agents and employees to the full extent lawful,
from and against any losses, claims, damages or liabilities relating to or
arising out of the activities of "First Access" in connection with this
Agreement, including, but not limited to, any losses, claims, damages or
liabilities relating to or arising out of any misrepresentation of a
material fact made by "First Access" (including omissions to disclose facts
not misleading) in any information provided to potential investors, and to
reimburse the party entitled, to be indemnified hereunder for all
reasonable expenses (including counsel fees) as may be incurred by such
party in connection with investigating, preparing or defending any action
or claim, whether or not in connection with pending or threatened
litigation or administrative proceedings.
The Corporation agrees to indemnify and hold harmless "First Access" and
its officers, directors, agents and employees to the full extent of the law,
from and against any loses, claims, damages or liabilities relating to or
arising out of the activities of the Corporation in connection with this
Agreement, including, but not limited to any losses, claims, damages or
liabilities relating to or arising out of any misrepresentation of a material
fact made by the Corporation (including omissions to disclose facts known to the
Corporation which would have been necessary to make any disclosed facts not
misleading) in any information provided to potential investors, and to reimburse
the party entitled to be indemnified hereunder for all reasonable expenses
(including counsel fees) as may be incurred by such party in connection with
investigating, preparing or defending any action or claim, whether or not in
connection with pending or threatened litigation or administrative proceedings.
Neither "First Access" nor the Corporation will be responsible for any
claims, liabilities, losses, damages or expenses which are finally judicially
determined to have resulted primarily from the gross negligence or willfull
misconduct of the other party.
(10) Each party has agreed to the following representations and warranties:
A) The parties hereto agree that any and all information revealed or
divulged by any of the parties hereto, to any other party hereto, is privileged
and confidential information which may not be used or
E-4
<PAGE>
communicated by the receiving party without the prior written consent of the
communicating party:
B) Each and everyone of the parties agree that they will not circumvent any
of the parties to this Agreement. This protection shall continue during any
extensions, additions, parallel agreements, rollovers and renewals to any
transactions consummated or not consummated as a result of the efforts of any of
the parties hereto: specifically, the potential funding sources introduced to
the Corporation by "First Access" are recognized as confidential property of
"First Access". Should the Corporation consummate a transaction with these
funding sources within two years from the date of this letter, the Corporation
agrees to compensate "First Access" in the amount described herein. "First
Access" agrees that the Corporation be allowed to continue dealing with any
funding sources that they have already developed, which were not developed by
"First Access".
C) Information not previously known by the receiving party, relating to,
and the identification of, clients and/or potential client and/or names of
individual lending officers of the potential financiers and/or financial
institutions are to be considered stock in trade of the revealing or disclosing
party. The receiving party shall notify the disclosing party of any such
previously known individuals within five(5) business days of such disclosure
together with evidence of such prior knowledge; and
Disclosure of any such information protected hereunder, whether through
negligence of inadvertent disclosure, is nevertheless a violation and shall
constitute a breach of this Agreement. This shall apply whether a commitment or
a transactions take place or not.
(11) Notwithstanding the foregoing, it is understood that "First Access" shall
function on behalf of the Corporation solely as an investment banker,
business consultant and public relations company. It shall not underwrite,
directly or indirectly, the securities of the Corporation.
(12) This Agreement may be executed in one or more counterparts, each of which
shall be deemed to be an original but all of which together shall
constitute one an the same instrument. The execution of this Agreement may
be by actual or facsimile signature.
(13) This Agreement shall be governed by the laws of the State of California.
U.S.A. Any controversy or claim arising out of the transaction, or the
breach thereof, will be submitted for arbitration in the State of
California in accordance with the rules for arbitration as specified in the
applicable laws of the State.
E-5
<PAGE>
If this Agreement meets with your approval, please indicate in the space
provided below.
This Agreement will be null and void unless it is executed within 48 hours of
this date.
Sincerely,
/s/[ILLEGIBLE] M. Rodriguez
[ILLEGIBLE] M. Rodriguez, M.B.A.
President North- American Operations
AGREED AND ACCEPTED
This 1 day of July, 1999.
FENWAY INTERNATIONAL, INC.
By: H. John Wilson
--------------
H. John Wilson
E-6
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1997
<PERIOD-START> JAN-01-1998 JAN-01-1997
<PERIOD-END> DEC-31-1998 DEC-31-1997
<CASH> 11,583 0
<SECURITIES> 0 0
<RECEIVABLES> 97,445 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 15,216 0
<PP&E> 11,549 0
<DEPRECIATION> (5,150) 0
<TOTAL-ASSETS> 2,989,118 0
<CURRENT-LIABILITIES> 73,850 0
<BONDS> 0 0
0 0
0 0
<COMMON> 19,361 714
<OTHER-SE> 2,688,695 (714)
<TOTAL-LIABILITY-AND-EQUITY> 2,989,118 0
<SALES> 0 0
<TOTAL-REVENUES> 0 0
<CGS> 0 0
<TOTAL-COSTS> 370,360 1300
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> (370,360) (1300)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (370,360) (1300)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (370,360) (1300)
<EPS-BASIC> (.038) (.002)
<EPS-DILUTED> (.038) (.002)
<FN>
Current Assets
Cash 11,583
Prepaid Expenses 3,633
-----
15,216
======
</FN>
</TABLE>
