UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Remote Utilities Network, Inc.
(Name of issuer in its charter)
Nevada 7380 86-088251
(State or other (Primary Standard (I.R.S.
jurisdiction Industrial Employer
of Classification Code No.) Identification
incorporation) No.)
____________________________
540 5th Ave. S.W., Suite 930
Calgary, Alberta, Canada T2P 0M2
(403) 264-7356
(Address and telephone number of principal executive offices)
____________________________
Nevada Corporate Residency
955 S. Virginia Street
Reno, NV 89014
(702) 650-2050
(Name, address and telephone number of agent for service)
____________________________
Approximate date of proposed sale to the public: As soon as
reasonably practicable after the effective date of this
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
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering. ___
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering.__
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list
the Securities Act registration statement number or the earlier
effective registration statement for the same offering. __
If delivery of the prospectus is expected to be made pursuant to
Rule 434, check the following box. __
_________________________________
Title of Amount to Proposed Proposed Amount of
each class be maximum maximum registratio
of registered offering aggregate n
securities price per offering fee
to be share price(1)
registered
Common Stock 100,000 $0.10 $10,000 $2.64
(1) Estimated solely for purposes of calculating registration
fee pursuant to Rule 457 under the Securities Act of 1933, as
amended.
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 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.
The information contained in this prospectus is not complete and
may be amended. 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 before the registration statement becomes
effective. This prospectus is not an offer to sell these
securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
Remote Utilities Network, Inc.
100,000 Shares of Common Stock
---------------------------
This prospectus relates to the sale of up to 100,000 shares of
the common stock of Remote Utilities Network, Inc. (referred to
as the "Company," "Remote," or "us," "our" or "we") offered for
the account of the selling security holders. The price of these
shares are undetermined at this time. Any proceeds and profits
from their sale will go to the selling security holders and not
to the Company.
We have applied to have our common stock quoted on the Nasdaq OTC
Bulletin Board. No public market currently exists for the shares
of common stock.
---------------------------
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD
PURCHASE THESE SECURITIES ONLY IF YOU CAN AFFORD A COMPLETE LOSS.
SEE "RISK FACTORS" BEGINNING ON PAGE 2 TO READ ABOUT FACTORS YOU
SHOULD CONSIDER BEFORE BUYING ANY OF THESE SECURITIES.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
SECURITIES, OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
---------------------------
The selling security holders from time to time may offer and sell
the shares they hold through agents or broker-dealers, or
directly to one or more purchasers, at market prices prevailing
at the time of sale or at prices otherwise negotiated. The
selling security holders reserve the sole right to accept or
reject, in whole or in part, any proposed purchase of the shares
to be made directly or through agents.
TABLE OF CONTENTS
PROSPECTUS SUMMARY 1
CAUTIONARY STATEMENT REGARDING PROJECTIONS AND FORWARD LOOKING
STATEMENTS 1
RISK FACTORS 2
USE OF PROCEEDS 5
DETERMINATION OF OFFERING PRICE 5
DILUTION 5
SELLING SECURITY HOLDERS 5
PLAN OF DISTRIBUTION 10
LEGAL PROCEEDINGS 11
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS 11
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT14
DESCRIPTION OF SECURITIES 15
INTEREST OF NAMED EXPERTS AND COUNSEL 16
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES 16
ORGANIZATION WITHIN THE LAST FIVE YEARS 18
DESCRIPTION OF BUSINESS 18
MANAGEMENT'S DISCUSSION AND PLAN OF OPERATION 22
DESCRIPTION OF PROPERTY 23
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 23
MARKET FOR COMMON STOCK AND RELATED SHAREHOLDER MATTERS 23
EXECUTIVE COMPENSATION 25
FINANCIAL STATEMENTS 26
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS 44
WHERE YOU CAN FIND MORE INFORMATION 44
PROSPECTUS SUMMARY
Remote Utilities Network, Inc.
Remote Utilities Network, Inc. is a Nevada corporation formed on
January 22, 1996. Our principal executive offices are located at
540-5th Ave. S.W., Suite 930, Calgary, Alberta, Canada T2P 0M2.
Our telephone number is (403) 264-7356.
Our principal business is to establish ourselves as a supplier of
innovative security systems for wireless multi-vehicle
surveillance of motor vehicles. See "Description of Business."
The Offering
The selling security holders named below are selling up to
100,000 shares of the common stock of Remote Utilities Network,
Inc.
The selling security holders may offer their shares directly to
investors or, if a market develops in our common stock, they may
sell their shares through a broker. See "Plan of Distribution" on
page 10. The price of the shares is undetermined at this time.
Use of Proceeds
We will not receive any proceeds from the sale of the securities
by the selling security holders.
CAUTIONARY STATEMENT REGARDING PROJECTIONS AND FORWARD LOOKING
STATEMENTS
This prospectus and documents included by reference contain
forward-looking statements within the meaning of:
1) Section 27 of the Securities Act of 1933;
2) Section 21E of the Securities Exchange Act of 1934; and
3) The Private Securities Litigation Reform Act of 1995.
Forward-looking statements relate to our future operations. They
estimate the happening of future events and are not based on
historical facts. Forward-looking statements may be identified by
terms such as:
believes predicts estimates
intends may anticipates
projects will probable
forecasts expects continue
This is not a comprehensive list. Similar terms, variations of
those terms, and the negative of those terms may also identify
forward-looking statements.
The "Risk Factors" discussed in this prospectus are cautionary
statements. They identify some of the factors that could cause
actual results to be significantly different from those predicted
in the forward-looking statements. The forward-looking statements
and documents included by reference were compiled by our
management based upon assumptions they considered reasonable.
These assumptions are subject to significant business, economic,
and competitive uncertainties and contingencies, many of which
are beyond our control. Therefore, forecasted and actual results
will likely vary and those variations may be material.
There can be no assurance that the statements, estimates, and
projections contained in this prospectus will be achieved. Thus,
we make no representation or warranty as to their accuracy or
completeness. In addition, we also cannot guarantee that any
forecast in this prospectus will be achieved.
These forward-looking statements were compiled as of the date of
this prospectus or the date of the documents included by
reference, as the case may be. We do not intend to update these
statements. Therefore, you should evaluate them by considering
any changes that may have occurred after the date such forward-
looking statements appear.
We cannot guarantee that any of the assumptions relating to the
forward-looking statements or the documents included by reference
will prove to be accurate. Therefore, we urge you and your
advisors to review these forward-looking statements, to consider
the assumptions upon which they are based, and to ascertain their
reasonableness.
RISK FACTORS
An investment in the securities that are being offered involves a
high degree of risk and should only be made by those who can
afford to lose up to their entire investment. Before purchasing
these securities, you should consider carefully the following
risk factors, in addition to the other information in this
prospectus.
WE ARE A DEVELOPMENT STAGE COMPANY WITH A LACK OF OPERATING
HISTORY. Remote was organized in January 1996. We now intend to
assemble the capital, management resources and distribution
rights required to enact the full development of Remote's
marketing strategy. We are is still in the development stage and
may require additional capital to be obtained from additional
offerings in order to continue with the development of our
business plan. Until the commencement of operations, we will not
generate any operating revenues. We have had very limited
operational history. Long-term operating results which might
enable a prospective investor to evaluate our future prospects
are not available. All risks inherent in a new enterprise are
present in our business including competition, the absence of an
operating history and profitability and the need for additional
working capital. No assurance can be given that our business will
be profitable. (See "Description of Business.")
Remote modeled its business plan, including capital, personnel,
equipment, and facilities required for its proposed operations,
on certain other existing businesses that are operating in
comparable locations under similar business conditions and plans.
Management believes that its business plan is reasonable, but,
until Remote's operations have been established, it is not
possible to determine the accuracy of any estimates or
projections made in the plan. In formulating its business plan,
Remote has relied on the judgment of its officers, directors and
its technical and legal consultants. Based upon their experience
and that of their consultants, Management believes Remote will be
successful in gaining a portion of the market.
THERE ARE UNCERTAINTIES REGARDING OUR MARKETING STRATEGY. There
can be no assurance that we will be successful in our efforts.
Until our marketing programs have been fully developed and
tested, there can be no assurance that we will be successful. The
marketing plans of any new company involve uncertainties and
risks not present with long established businesses. (See
"Description of Business.")
OUR BUSINESS IS HIGHLY COMPETITIVE. Remote will be required to
compete with a number of entities which are larger and have
greater resources and more extensive operating histories than
Remote. Operating losses may result from this competition which
may have a materially adverse effect on Remote.
WE DEPEND UPON THE SUCCESS OF EXISTING MANAGEMENT. Any potential
investor is strongly cautioned that the purchase of the
securities offered hereby should be evaluated in light of: (i)
the limited diversification of the venture capital opportunities
afforded to Remote, (ii) the high-risk nature and limited
liquidity of Remote, and (iii) our ability to utilize funds for
the successful development and distribution of revenues as
derived by the revenues received by our yet undeveloped portfolio
of clients, and any new potentially profitable ventures, among
other things. We can offer no assurance that any particular
client and/or property under our management contract will become
successful.
WE LACK DIVERSIFICATION. The size of Remote makes it unlikely
that we will be able to commit our funds to the acquisition of
any major accounts until we have a more well established track
record, and we may not be able to achieve the same level of
diversification as larger entities engaged in this type of
business. The lack of diversification may make the value of
Remote's shares dependent on the success of relatively few, and
perhaps even one client.
CONFLICTS OF INTEREST EXIST BETWEEN REMOTE AND ITS OFFICERS AND
DIRECTORS. The officers and directors have other interests to
which they devote a portion of their time and each will continue
to do so notwithstanding the fact that management time may be
necessary to our business. As a result, certain conflicts of
interest exist and will continue to exist between Remote and its
officers and directors which may not be susceptible to
resolution. Conflicts of interest may arise in the area of
corporate opportunities which can only be resolved through
exercise by the officers and directors of such judgment as is
consistent with their fiduciary duties to Remote. It is the
intention of management, so as to minimize any potential
conflicts of interest, to present first to Remote's Board of
Directors any proposed investments for its evaluation.
WE CANNOT BE SURE THAT FUTURE CAPITAL WILL BE AVAILABLE. The
conduct of our business will require availability of additional
funds, and there can be no assurance that the necessary future
capital will be raised so that our business plan can be
implemented. Moreover, even if financing were to become
available, it is likely that the cost of such funds would be high
and possibly prohibitive due to the fact that we are a small
start-up company without any record of success. If such business
plan is not implemented, it could have a material adverse impact
on our future operations and growth.
WE DO NOT HAVE A DIVIDEND POLICY. The Company does not have a
policy of paying dividends, and it is currently anticipated that
no cash dividends will be paid in order to retain earnings to
finance future growth. Any future decision to pay cash dividends
will be made on the basis of earnings, alternative needs for
funds and other conditions existing at the time.
THERE MAY NOT BE A MARKET FOR THE SECURITIES AFTER THE OFFERING.
We do not currently meet the requirements such as income and
shareholders' equity, to have our shares listed on a stock
exchange in the United States or quoted on the NASDAQ market. We
have a market maker who is willing to make a market in our common
stock, but we cannot give any assurance that this market maker
will be successful. We expect that initially any market will be
on the Nasdaq OTC Bulletin Board. Consequently, the securities
may be an illiquid long-term investment.
THE "PENNY STOCK" RULES COULD MAKE SELLING SHARES MORE DIFFICULT
FOR THE SELLING SECURITY HOLDERS. Our common stock will be a
"penny stock," under Rule 3a51-1 under the Securities Exchange
Act of 1934 unless and until the shares reach a price of at least
$5.00 per share, we meet the financial size and volume levels for
our common stock not to be considered a penny stock, or we
register the shares on a national securities exchange or they are
quoted on the NASDAQ system. The shares are likely to remain
penny stocks for a considerable period after the shares that are
being offered are sold. A "penny stock" is subject to Rules 15g-l
through 15g-10 of the Securities exchange Act that require
securities broker-dealers, before carrying out transactions in
any "penny stock," to deliver a disclosure document to the
customer describing the risks of penny stocks, and get a written
receipt for that document, to disclose the compensation received
by the broker-dealer or any associated person of the broker-
dealer; and to send monthly statements to customers with market
and price information about the "penny stock." Our common stock
will also be subject to a rule which requires the broker-dealer,
in some circumstances, to approve the "penny stock" purchaser's
account under standards specified in the rule, and deliver
written statements to the customer with information specified in
the rule. These additional requirements could prevent broker-
dealers from carrying out transactions and limit the ability of
the selling security holders in this offering to sell their
shares into any secondary market for our common stock and also
limit the ability of any subsequent shareholders to sell the
shares in the secondary market.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
INCLUDED IN THIS PROSPECTUS. With the exception of historical
matters, the matters discussed or incorporated by reference in
this prospectus are forward looking statements that involve risks
and uncertainties that could cause actual results to differ
materially from targeted or projected results. These forward-
looking statements include statements regarding the intent,
belief or current expectations of Remote and members of
Management. This includes, without limitation, future economic,
competitive and market conditions and future business decisions,
all of which are difficult or impossible to predict accurately.
Many of these factors are beyond the ability of Remote to
control. You should not place undue reliance on forward-looking
statements.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the
shares by the selling security holders but have agreed to bear
all expenses for registration of the shares under federal and
state securities laws. See "Plan of Distribution." All proceeds
from the sale of the common stock will be paid to the selling
security holders.
DETERMINATION OF OFFERING PRICE
We will not determine the offering price of the common stock. The
offering price will be determined by market factors and the
independent decisions of the selling security holders. Before
this offering there has been no market for the common stock and
we have had limited business operations to date.
DILUTION
The common stock is to be sold by existing security holders.
Accordingly, there will be no dilution to our existing
shareholders.
SELLING SECURITY HOLDERS
The following table sets forth the name of the selling security
holders, the number of shares of common stock beneficially owned
by each selling security holder as of October 31, 2000, the
number of shares that each may offer, and the number of shares of
common stock beneficially owned by each selling security holder
upon completion of the offering, assuming all of the shares are
sold.
Before the Offering After the Offering
Shares Percenta Shares Percenta
Beneficia ge of Beneficia ge of
Name of Selling lly Owned Common lly Owned Common
Security Holder Stock Stock
Brad Hatch 500 * 0 *
Brent Haws 500 * 0 *
Warren Higgins 500 * 0 *
John Hogie 500 * 0 *
John Hogie, Jr. 500 * 0 *
Scott Hon 500 * 0 *
Dick Jones 500 * 0 *
Randy Jones 500 * 0 *
Roy Jorgensen 500 * 0 *
Kevin Kellis 500 * 0 *
Kevin Kirchenmann 500 * 0 *
Robert Koepke 500 * 0 *
Jeff Larson 500 * 0 *
Steve Lavagnino 500 * 0 *
Jay LeSueur 500 * 0 *
Ron Lewis 500 * 0 *
Kent McKinley 500 * 0 *
Richard McCown 500 * 0 *
Gordon Mell 500 * 0 *
Wilma Mitchum 500 * 0 *
William Murset 500 * 0 *
Kathy Odgen 500 * 0 *
David Orme 500 * 0 *
Rick Paul 500 * 0 *
Mark Perkins 500 * 0 *
Robert Porter 500 * 0 *
Mike Raymer 500 * 0 *
Richard Raymond 500 * 0 *
Lane Reynolds 500 * 0 *
Karen Riggs 500 * 0 *
Russell Riggs 500 * 0 *
Robert Rubin 500 * 0 *
Tobin Rudd 500 * 0 *
Phill Sherwood 500 * 0 *
Pat Shepherd 500 * 0 *
Gary Shurtz 500 * 0 *
George Sloan 500 * 0 *
Lance Standiford 500 * 0 *
Kevin Staples 500 * 0 *
Lori Steiner 500 * 0 *
Rocky Turner 500 * 0 *
Steve Wilkes 500 * 0 *
Mark Young 500 * 0 *
Delbert Nelson 500 * 0 *
Robert Gurr 500 * 0 *
Charles Keith 500 * 0 *
Mark Killian 500 * 0 *
Dayne Jackson 500 * 0 *
Harold Allen 500 * 0 *
Ralph Arrington 500 * 0 *
Charles R. Rietz 500 * 0 *
Bill Guerin 500 * 0 *
Jim Weiers 500 * 0 *
Gene B. Stowe 500 * 0 *
Marvin L. Bates 500 * 0 *
Lewis McFadden 500 * 0 *
Fred Gammage 500 * 0 *
Gary Fife 500 * 0 *
Jim Beck 500 * 0 *
Ralph Adams 500 * 0 *
Russ Cannizaro 500 * 0 *
Don Ferris 500 * 0 *
Terry Godfrey 500 * 0 *
Barry Schor 500 * 0 *
Theo Harker 500 * 0 *
Scott Harker 500 * 0 *
Cathy M. Hanson 500 * 0 *
Jim Homan 500 * 0 *
David Johnson 500 * 0 *
Foster Johnson 500 * 0 *
Gordon Nevers 500 * 0 *
Elvis Priest 500 * 0 *
John Riddle 500 * 0 *
Robert Sheets 500 * 0 *
Jess Winfrey 500 * 0 *
Robert Andes 500 * 0 *
Loran Allen 500 * 0 *
Dan Archer 500 * 0 *
Bryan Baldwin 500 * 0 *
Ken Barnum 500 * 0 *
Fred Behrmann 500 * 0 *
Ron Bingham 500 * 0 *
Jerry Brian 500 * 0 *
Neil Brimhall 500 * 0 *
Robert Brinton 500 * 0 *
Greg Brower 500 * 0 *
Joe Bryner 500 * 0 *
John Burke 500 * 0 *
Tom Butler 500 * 0 *
Darren Cook 500 * 0 *
Marty Cooper 500 * 0 *
Brent Cornia 500 * 0 *
Enrique Cortez 500 * 0 *
Frank DePriest 500 * 0 *
Gae Farquer 500 * 0 *
Jason Fishbeck 500 * 0 *
Carolyn Goodman 500 * 0 *
Don Griner 500 * 0 *
Larry Hall 500 * 0 *
Bruce Haslam 500 * 0 *
Luann Bacon 500 * 0 *
Derek Bollwinkle 500 * 0 *
Chip Boynton 500 * 0 *
Chip Consentino 500 * 0 *
Reed Ellsworth 500 * 0 *
Scott Ellsworth 500 * 0 *
Doug Ellsworth 500 * 0 *
Mike Ellsworth 500 * 0 *
Grant Fletcher 500 * 0 *
Lonnie Fuller 500 * 0 *
Mike Garner 500 * 0 *
Dale Gray 500 * 0 *
Darrin Gray 500 * 0 *
Jerry Gurr 500 * 0 *
Dale Hall 500 * 0 *
Robert Haws 500 * 0 *
Alan Heywood 500 * 0 *
Connie Johnson 500 * 0 *
Neil Jones 500 * 0 *
David Killian 500 * 0 *
Adrian Cuzdas 500 * 0 *
Dale Langkilde 500 * 0 *
Alan Lee 500 * 0 *
Tony Cuguda 500 * 0 *
Dirk Martin 500 * 0 *
Christon Allen 500 * 0 *
Noel Allen 500 * 0 *
Melodee Jones 500 * 0 *
Cory N. Allen 500 * 0 *
Conrad K. Allen 500 * 0 *
Kay S. Allen 500 * 0 *
David Banks 500 * 0 *
Deborrah L. Allen 500 * 0 *
Heather J. Allen 500 * 0 *
Shelice Millett 500 * 0 *
Keaton J. Allen 500 * 0 *
Shawn Allen 500 * 0 *
Cory A. Allen 500 * 0 *
Karen C. Aallen 500 * 0 *
Elba Allen 500 * 0 *
Orville W. Allen 500 * 0 *
Raymond Smith 500 * 0 *
Glenda Smith 500 * 0 *
Kay Smith 500 * 0 *
Thomas Kimball 500 * 0 *
Vicki Burnham 500 * 0 *
Glenn Burnham 500 * 0 *
Nancy Burnham 500 * 0 *
Russell Hind 500 * 0 *
Frances Chatham 500 * 0 *
Tom D'Ambrosio 500 * 0 *
Steve Anderson 500 * 0 *
William Reeves 500 * 0 *
Phillip White 500 * 0 *
Robert Mangum 500 * 0 *
Bruce King 500 * 0 *
Norman King 500 * 0 *
Doyle S. Randall 500 * 0 *
Blaine Randall 500 * 0 *
Alan Thorne 500 * 0 *
Steve Hale 500 * 0 *
Jack H. Simon 500 * 0 *
James R. Phipps 500 * 0 *
Larry N. Prather 500 * 0 *
David E. Haggard 500 * 0 *
Morgan W. Tanner 500 * 0 *
Don Kellar 500 * 0 *
R. Fulton Brock 500 * 0 *
Phil Ashcroft 500 * 0 *
Dan Lee 500 * 0 *
Gail Goodman 500 * 0 *
Jack Harvey 500 * 0 *
Merlin Gunderson 500 * 0 *
Devirl Lofgreen 500 * 0 *
Stephen Canzoneri 500 * 0 *
Jay Boyle 500 * 0 *
Lawrence Wright 500 * 0 *
Delores Wright 500 * 0 *
Brandon Gardner 500 * 0 *
Brian Bailey 500 * 0 *
Star Bailey 500 * 0 *
Cullen Bailey 500 * 0 *
Cody L. Allen 500 * 0 *
Cindy A. Allen 500 * 0 *
Annabel Lancaster 500 * 0 *
David Lancaster 500 * 0 *
Ed Hatch 500 * 0 *
Lyric Hatch 500 * 0 *
Sam Woodruff 500 * 0 *
Chris White 500 * 0 *
Sandra White 500 * 0 *
Gary Webb 500 * 0 *
Shelley Webb 500 * 0 *
Jesse Udall 500 * 0 *
Ann Udall 500 * 0 *
Pauline Tolman 500 * 0 *
Robert Taylor 500 * 0 *
Kay Standage 500 * 0 *
Dalene Standage 500 * 0 *
Paul Southworth 500 * 0 *
-----------------------------
* Denotes less than 1% of the issued and outstanding shares of
common stock.
We are registering all of the shares listed which are held by the
selling security holders. The selling security holders may sell
their shares from time to time in broker's transactions or
otherwise. Because the selling security holders may sell all,
some or none of the shares held, we cannot estimate the number of
shares that will be held by the selling security holders after
the offering. For purposes of the above table, we have assumed
that all of the shares offered by the selling security holders
will be sold. (See "Plan of Distribution.")
We will not receive any of the proceeds from the sales of common
stock by the selling security holders.
PLAN OF DISTRIBUTION
The selling security holders may either sell their shares
directly to a purchaser or through the use of a broker-dealer.
We will not sell shares on any selling security holder's behalf.
We have not authorized anyone to give any information or to make
any representations concerning this offering other than those
contained in this prospectus. You should not rely on any
representation made by any third parties. 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 where that
offer or solicitation is unlawful. The delivery of this
prospectus or any sale of securities does not imply that the
information in this prospectus is correct as of any date later
than the date of this prospectus.
The selling security holders may be considered to be an
underwriter under the Securities Act. We are not currently
planning to register the shares of common stock owned by the
selling security holders in any state. Various states may have
exemptions from the registration requirements of their securities
act that would allow the selling security holders to sell their
shares to others. Various states have exemptions from the
registration requirements for securities that allow securities to
be sold in non-issuer transactions. The selling security holders
are not issuers of the shares and may be able to rely on these
exemptions. If the selling security holders are not able to rely
on these non-issuer exemptions, we will assist the selling
security holders in registering or qualifying the shares for sale
in the particular state.
Any person who purchases the shares of common stock from a
selling security holder will be able to resell the shares under
state secondary market sales exemptions.
The states may permit secondary market sales of the securities:
* once we publish the necessary financial and other
information about ourselves in a recognized securities manual.
These manuals include Standard & Poor's Corporation Records,
Moody's and Fitches.
* after a time period required by that state has elapsed from
the date we issued the securities.
* under exemptions that may apply to some investors based upon
the investors qualifications.
* as a reporting company under the Securities Exchange Act of
1934; and
* as covered securities under Section 18(b)(4)(A) of the
Securities Act, as long as any notice and fee requirements of the
states have been met.
LEGAL PROCEEDINGS
Neither Remote nor any of its officers or its directors is a
party to any pending legal proceeding, nor is its property the
subject of any pending legal proceeding other than routine
litigation that is incidental to its business.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The members of the Board of Directors of Remote serve until the
next annual meeting of the stockholders, or until their
successors have been elected. The officers serve at the pleasure
of the Board of Directors.
There are no agreements for any officer or director to resign at
the request of any other person, and none of the officers or
directors named below are acting on behalf of, or at the
direction of, any other person.
Information as to the directors and executive officers of Remote
is as follows:
Name and Address Age Position
David Phan 46 President/Director
Suite 801, 200 Lacaille
Pl. SW
Calgary, AB, T2P 5E2
CANADA
Gerald S. Peatz 51 Secretary/Treasurer/Director
174 - Woodglen Grove SW
Calgary, AB, T2W 4S5
CANADA
DAVID PHAN; President. Mr. Phan is currently President/Director
of Remote and has held this position since December, 1998. Mr.
Phan acts in an advisory capacity and as a Board liaison with
management. His duties include the general overseeing of the
Company and its day-to-day operations. Prior to this, Mr. Phan
owned and operated Phan & Associates, Calgary, Alberta (an
Insurance Brokerage Agency) from June 1993 to November, 1998.
From 1990 to 1992, Mr. Phan was financial controller and contract
administrator for Westronics, Inc., a Calgary technology company.
Mr. Phan's responsibilities for this period were ensuring that
all financial activities were in compliance with Canadian General
Accounting Principals (GAP), and overseeing contracts and
administration worldwide. For 1981 to 1990, he held the positions
of Divisional Chief Accountant and Senior Corporate Accountant
with the Central Alberta Dairy Pool in Calgary and Red Deer,
Alberta. Mr. Phan sits on the board of several hi-tech companies
(financed with venture capital), namely, Autoeye, Inc., TVR
Technologies Inc., and West Development Corp. Mr. Phan has also
held various accounting positions internationally in Hong Kong
and Indonesia. Mr. Phan is a graduate of the Saskatchewan
Technical Institute, Moose Jaw, Saskatchewan and has Certified
Management Accounting Designation.
GERALD S. PEATZ; Secretary/Treasurer/Director. Mr. Peatz is
responsible for the overall financial administration and
financial reporting of Remote, and has held this position since
December 1998. Mr. Peatz has accumulated ten years of experience
as Chief Financial Officer for various privately held companies
including his present position at American IR for the past six
months. Before his current position he was President of Autoeye,
Inc. from March 1998 to September 1999, and Chief Financial
Officer from March 1996 to March 1998. Mr. Peatz worked from
March 1992 to March 1998 for SED Systems Ltd. (a high tech
company which was sponsored by the University of Saskatchewan to
conduct Research & Development work on new technologies in the
Engineering and Product Development fields), where he was
responsible for setting up an administration infrastructure that
was ultimately adopted throughout the company. He graduated as a
Certified Management Accountant and is presently a member in good
standing with the Society of Management Accountants of Alberta.
As a professional accountant, he worked as a draftsman and cost
accountant with Dominion Bridge for six years. He then worked
for ten years in the manufacturing and engineering environment,
in a wide range of roles including cost accountant, controller,
human resources, credit, contract administration and computer
administration. He also has five years experience as an auditor
with Revenue Canada.
Key Management
TREVOR CRITCHLEY; Manager, Investor Relations. Mr. Critchley is
responsible for Public Relations, Investor Relations & Corporate
Finance for Remote and has held this position since April 10,
2000.
September 1994 to present - Vice President Corporate Finance for
Total-Interactive Telecommunications, Inc. (24 hour cable
programming company - Canadian Company - in process of merging
with U.S. Company - Lamour Telecommunications Inc.). Upon
merger, he will relinquish his title and position, and remain a
shareholder of the new company. His duties included assisting the
company in regards to funding and Corporate Finance activities.
September 1996 to September 1998 - Corporate Communications
Consultant for two Canadian Public Companies (Kenrich Mining
Corporation and Nu-Lite Industries Ltd.). Assisted companies with
day-to-day Public Relations/Investor Relations Activities.
June 1998 to June 1999 - Vice President Corporate Finance - Miss
Au Natural Inc. (specialized pay for TV beauty pageant
programming company). Duties included assisting company with
fundraising.
December 1998 to December 1999 - Canadian Representative -
Inntraport Gmbh (German company involved in the leisure industry,
primarily Hotel Intranet Services). Duties included representing
and introducing the company to large Canadian Hotel Chains in
Canada.
PAUL CHIDLEY; Technical Project Manager. Mr. Chidley is
responsible for product development for Remote, and has held this
position since May 8, 2000.
November 1989 to January 1995 - Senior Digital Design
technologist for NovAtel Communications Ltd. (Cellular
Telecommunications company). Duties included design and support
of duo-mode cellular phones.
January 1995 to June 1999 - President/Owner of Outback
Technologies Ltd. (contract electronic and circuit board design
company). Duties included overseeing day-to-day operations of the
company.
January 1996 to December 1997 - Product Manager for Wi-Lan Inc.
(development of high speed wireless data communications equipment
company). Duties included design and manufacturer of the wireless
Ethernet links.
January 1998 to present - Vice President Technical Operations -
Kayden Instruments, Inc. (flow level and temperature sensors
production and design company). Duties include all overseeing all
technical aspects of the company - research, development and
manufacturing.
ROBERT GENTLES; Chief Financial Officer. Mr. Robert Gentles is
responsible for the strategic planning and corporate development
of the Company since March 1, 2000.
January 1995 to April 1998 Professor of Management at Southern
Alberta Institute of Technology. Duties included teaching all
aspects of management and economics.
May 1998 to present (CFO until November 1999) (November 1999 to
present) President-Autoeye, Inc. Duties include overseeing day-to-
day operation of the company's operations.
JAMES NIKIFORUK; V.P. Sales/Marketing. Mr. Nikiforuk is
responsible for the Sales and Marketing areas of Remote, and has
held this position since May 1, 2000. Mr. Nikiforuk completed a
25-year career with TELUS Communications Inc. in Edmonton and
Calgary. In 1974 James graduated from the University of Alberta
with a Bachelor of Science (Electrical Engineering) and started
with Government Telephones in Edmonton as an Engineer-in-
training. After numerous engineering positions he moved to
Calgary in 1988 to assume a managing position in Network Design.
After numerous managing assignments in Network Design and Network
Management, Mr. Nikiforuk's career culminated as the Director of
Network Business Solutions International, which was responsible
for marketing and selling high-end telecommunications consulting.
His areas of strength include management, leadership, working in
a team environment motivation, taking initiative plus adept at
analyzing situations, identifying problems and providing
solutions while working within set deadlines. He brings with him
a proven track record managing capital programs, process
improvement, plus marketing and selling expertise as it relates
to the practical insight to product deployment. Mr. Nikiforuk
brings to Remote skill sets necessary to move the Company toward
the future mode of operation.
There is no family relationship between any of the officers and
directors of the Company. The Company's Board of Directors has
not established any committees.
Conflicts of Interest
The officers and directors of the Company may in the future
become shareholders, officers or directors of other companies
which may be formed for the purpose of engaging in business
activities similar to those conducted by the Company. The Company
does not currently have a right of first refusal pertaining to
opportunities that come to management's attention insofar as such
opportunities may relate to the Company's proposed business
operations.
The officers and directors are, so long as they are officers or
directors of the Company, subject to the restriction that all
opportunities contemplated by the Company's plan of operation
which come to their attention, either in the performance of their
duties or in any other manner, will be considered opportunities
of, and be made available to the Company and the companies that
they are affiliated with on an equal basis. A breach of this
requirement will be a breach of the fiduciary duties of the
officer or director. Except as set forth above, the Company has
not adopted any other conflict of interest policy with respect to
such transactions.
Investment Company Act of 1940
Although the Company will be subject to regulation under the
Securities Act of 1933 and the Securities Exchange Act of 1934,
management believes the Company will not be subject to regulation
under the Investment Company Act of 1940 insofar as the Company
will not be engaged in the business of investing or trading in
securities. In the event the Company engages in business
combinations which result in the Company holding passive
investment interests in a number of entities, the Company could
be subject to regulation under the Investment Company Act of
1940. In such event, the Company would be required to register as
an investment company and could be expected to incur significant
registration and compliance costs. The Company has obtained no
formal determination from the Securities and Exchange Commission
as to the status of the Company under the Investment Company Act
of 1940 and, consequently, any violation of such Act would
subject the Company to material adverse consequences.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership of Certain Beneficial Owners
The following table sets forth each person known to us, as of
October 31, 2000, to be a beneficial owner of five percent (5%)
or more of Remote's common stock. Except as noted, each person
has sole voting and investment power with respect to the shares
shown.
Title of Name and Address Amount and Nature Percent of
Class of Beneficial Owner of Beneficial Class
Ownership
Common Stock Autoeye, Inc. (2) 7,200,000 (1) 52.55%
540 5th Ave. S.W. Direct
Calgary, Alberta
T2P 0M2
Canada
(1) Autoeye does not have the right to acquire any shares of
Remote's common stock within 60 days pursuant to options,
warrants, rights, conversion privileges, or similar obligations.
(2) There are no shareholders of Autoeye, Inc. who beneficially
own 5% or more of Autoeye's common stock. Robert Gentles, who is
currently the Chief Financial Officer of Remote, is also the
current President of Autoeye. The relationship between Remote
and Autoeye is discussed below (see "Description of Business").
Security Ownership of Management
No director or executive officer owns any shares of Remote's
common stock nor has the right to acquire any shares within 60
days pursuant to options, warrants, rights, conversion
privileges, or similar obligations. No other class of voting
securities is outstanding.
DESCRIPTION OF SECURITIES
Common Stock
The Company's Articles of Incorporation authorize the issuance of
20,000,000 shares of common stock, par value $.001 per share, of
which 13,700,000 are issued and outstanding. The shares are non-
assessable, without pre-emptive rights, and do not carry
cumulative voting rights. Holders of common shares are entitled
to one vote for each share on all matters to be voted on by the
stockholders. The shares are fully paid, non-assessable, without
pre-emptive rights, and do not carry cumulative voting rights.
Holders of common shares are entitled to share ratably in
dividends, if any, as may be declared by the Company from time-to-
time, from funds legally available. In the event of a
liquidation, dissolution, or winding up of the Company, the
holders of shares of common stock are entitled to share on a pro-
rata basis all assets remaining after payment in full of all
liabilities.
Management is not aware of any circumstances in which additional
shares of any class or series of the Company's stock would be
issued to management or promoters, or affiliates or associates of
either.
Preferred Stock
The Company's Articles of Incorporation authorizes the issuance
of 5,000,000 shares of preferred stock, $0.001 par value per
share, none of which have been issued. The Company currently has
no plans to issue any preferred stock. The Company's Board of
Directors has the authority, without action by the shareholders,
to issue all or any portion of the authorized but unissued
preferred stock in one or more series and to determine the voting
rights, preferences as to dividends and liquidation, conversion
rights, and other rights of such series. The preferred stock, if
and when issued, may carry rights superior to those of common
stock; however, no preferred stock may be issued with rights
equal or senior to the preferred stock without the consent of a
majority of the holders of then-outstanding preferred stock.
The Company considers it desirable to have preferred stock
available to provide increased flexibility in structuring
possible future financings, and in meeting corporate needs which
may arise. If opportunities arise that would make the issuance of
preferred stock desirable, either through public offering or
private placements, the provisions for preferred stock in the
Company's Articles of Incorporation would avoid the possible
delay and expense of a shareholder's meeting, except as may be
required by law or regulatory authorities. Issuance of the
preferred stock could result, however, in a series of securities
outstanding that will have certain preferences with respect to
dividends and liquidation over the common stock which would
result in dilution of the income per share and net book value of
the common stock. Issuance of additional common stock pursuant to
any conversion right which may be attached to the terms of any
series of preferred stock may also result in dilution of the net
income per share and the net book value of the common stock. The
specific terms of any series of preferred stock will depend
primarily on market conditions, terms of a proposed financing,
and other factor existing at the time of issuance. Therefore it
is not possible at this time to determine in what respect a
particular series of preferred stock will be superior to the
Company's common stock or any other series of preferred stock
which the Company may issue. The Board of Directors does not have
any specific plan for the issuance of preferred stock at the
present time, and does not intend to issue any preferred stock at
any time except on terms which it deems to be in the best
interest of the Company and its shareholders.
The issuance of preferred stock could have the effect of making
it more difficult for a third party to acquire a majority of the
outstanding voting stock of the Company. While such provisions
are intended to enable the Board of Directors to maximize
shareholder value, they may have the effect of discouraging
takeovers which could be in the best interests of certain
shareholders. There is no assurance that such provisions will not
have an adverse effect on the market value of the Company's stock
in the future.
INTEREST OF NAMED EXPERTS AND COUNSEL
No named expert or counsel was hired on a contingent basis, will
receive a direct or indirect interest in the small business
issuer, or was a promoter, underwriter, voting trustee, director,
officer or employee of the small business issuer.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES
The Company and its affiliates may not be liable to its
shareholders for errors in judgment or other acts, or omissions
not amounting to intentional misconduct, fraud or a knowing
violation of the law, since provisions have been made in the
Articles of Incorporation and By-Laws limiting such liability.
The Articles of Incorporation and By-laws also provide for
indemnification of the officers and directors of the Company in
most cases for any liability suffered by them or arising from
their activities as officers and directors of the Company if they
were not engaged in intentional misconduct, fraud or a knowing
violation of the law. Therefore, purchasers of these securities
may have a more limited right of action than they would have
except for this limitation in the Articles of Incorporation and
By-Laws.
The officers and directors of the Company are accountable to the
Company as fiduciaries, which means such officers and directors
are required to exercise good faith and integrity in handling the
Company's affairs. A shareholder may be able to institute legal
action on his behalf and all others similarly stated shareholders
to recover damages where the Company has failed or refused to
observe the law.
Shareholders may, subject to applicable rules of civil procedure,
be able to bring a class action or derivative suit to enforce
their rights, including rights under certain federal and state
securities laws and regulations. Shareholders who have suffered
losses in connection with the purchase or sale of their interest
in the Company in connection with such sale or purchase,
including the misapplication by any such officer or director of
the proceeds from the sale of these securities, may be able to
recover such losses from the Company.
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 small officers and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company 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, therefore, unenforceable. The Company and its affiliates
may not be liable to its shareholders for errors in judgment or
other acts, or omissions not amounting to intentional misconduct,
fraud or a knowing violation of the law, since provisions have
been made in the Articles of Incorporation and By-Laws limiting
such liability. The Articles of Incorporation and By-laws also
provide for indemnification of the officers and directors of the
Company in most cases for any liability suffered by them or
arising from their activities as officers and directors of the
Company if they were not engaged in intentional misconduct, fraud
or a knowing violation of the law. Therefore, purchasers of these
securities may have a more limited right of action than they
would have except for this limitation in the Articles of
Incorporation and By-Laws.
The officers and directors of the Company are accountable to the
Company as fiduciaries, which means such officers and directors
are required to exercise good faith and integrity in handling the
Company's affairs. A shareholder may be able to institute legal
action on his behalf and all others similarly stated shareholders
to recover damages where the Company has failed or refused to
observe the law.
Shareholders may, subject to applicable rules of civil procedure,
be able to bring a class action or derivative suit to enforce
their rights, including rights under certain federal and state
securities laws and regulations. Shareholders who have suffered
losses in connection with the purchase or sale of their interest
in the Company in connection with such sale or purchase,
including the misapplication by any such officer or director of
the proceeds from the sale of these securities, may be able to
recover such losses from the Company.
Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons
of the small officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company
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, therefore, unenforceable.
ORGANIZATION WITHIN THE LAST FIVE YEARS
There are no relationships or transactions to be reported.
DESCRIPTION OF BUSINESS
Background
Remote Utilities Network, Inc. is a Nevada corporation formed on
January 22, 1996. We were formed under the name Alexander-West,
Inc. On March 15, 1999, we changed our name to Remote Utilities
Network, Inc. in order to assemble the capital, management
resources, and marketing rights required to establish ourselves
as a supplier of security systems for wireless mobile asset
surveillance. Our principal place of business is located at Suite
930, 540-5th Ave. S.W., Calgary, Alberta, Canada T2P 0M2.
On January 22, 1996, the Company issued 1,600,000 shares of its
stock to Robin Gardner, the initial director and sole officer of
the Company. On January 22, 1996, the Company also issued 100,000
shares each to the four remaining founders of the Company.
Subsequently, the initial director and sole officer of the
Company transferred 500 shares each to a total of 200
individuals. All transfers were exempt from the registration
requirements of Section 5 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), as provided in Section 4(2) of
the Exchange Act.
On February 22, 1999, the Company issued a total of 4,500,000
shares of its common stock to a total of 15 individuals for a
total consideration of $45,000.00 cash pursuant to Rule 504 of
Regulation D.
On June 30, 1999, we entered into a license agreement with
Autoeye, Inc. for use of the trademarks, trade names, insignia
and other indicia for the technology known as Autoeye Multi
Vehicle Surveillance System (AMVSS). In consideration of the
license, Remote issued 7,200,000 shares of its common stock to
Autoeye, Inc. Under the terms of the agreement, the license is
granted for the operation of the business of manufacturing and
marketing the AMVSS on a worldwide basis to last for a period of
ten years. We also have an option to renew the license agreement
for an additional ten years at no further cost to Remote.
During the first quarter of 2000, we announced that we were
nearing the completion of a letter of intent with a major
telecommunications company. This major company will be
responsible for assuming the surveillance function and initiating
the dispatch of a predetermined security agent of all the Autoeye
systems installed and operational in Canada and the U.S. In
addition, the major company will be responsible for the
overseeing, of maintenance and monitoring of software/hardware in
regards to the Autoeye project. Negotiations are ongoing with the
major company in regards to it extending use of its National
sales team to assist us in marketing the Autoeye product to their
clientele base, in the interim, direct sales will be conducted by
the Company in-house.
We have a web-site that can be visited at www.runcorp.com.
Business of Issuer
We are a supplier of innovative security systems for wireless
multi-vehicle surveillance of motor vehicles, one of the fastest
growing concerns in the security of multi-vehicle parking lots,
such as the automobile dealer industry. We will offer multi-
vehicle security systems, which consists of sensor units placed
in each vehicle. Each vehicle is monitored on a full-time basis
and any incidence of theft or vandalism is reported by the system
at the time of the event; allowing for an immediate response. The
systems will be tailored to the needs of the automobile dealers
market throughout North America. We will also offer surveillance
systems to other applications such as large overnight lots, fleet
lots, trucking companies and parking garages once the auto
dealership market is established.
Consisting of a wireless sensor unit that is placed in a vehicle,
the AMVSS reports to the Central Control Computer via a RF
Network. The sensor monitors changes in voltage, vehicle attitude
or motion. The software that drives the CPU interprets
information gathered throughout the network and reacts as
required. When an alarm incident occurs, the CPU initiates the
CCTV Cameras to begin recording the event. In this way the alarm
is confirmed and recorded.
We provide a premium wireless multi-vehicle
surveillance/inventory management system in the security
industry. Our AMVSS is the first of its kind to use Radio
Frequency (RF) technology, in combination with specialized
hardware and software to create a comprehensive network between
every vehicle equipped with a Multi-Vehicle Surveillance System
sensor. This allows for controlled asset management. The central
control computer not only handles any alarm condition, more
importantly it constantly monitors the entire network of sensors
and Radio Frequency (RF) repeaters to ensure the integrity of the
total system, at all times.
The AMVSS will effectively monitor over 1,000 vehicles with 24
hour surveillance.
1. Upon the vehicle's arrival on the lot, both the sensor and
the vehicle's VIN# are entered into the system, either manually
or by scanning. The AUTOEYE Alarm Sensor is then placed on the
interior dashboard and draws its power from the cigarette lighter
socket.
2. A bar code scanner is available for scanning the sensor bar
code and the bar code on the vehicle's description sheet.
3. The VIN# is automatically decoded and all important vehicle
information like its make, model, year, color, trim package and
engine size, is extracted.
4. The scanner is then connected to the central computer and
the information is uploaded.
We have developed a strategy to position ourselves as a supplier
of innovative motor vehicle security systems by initially
introducing the systems to the Western United States and Canadian
market place.
While we intend to focus our efforts to take advantage of the
needs of the automobile dealers industry, management has
identified needs in several potential markets for similar
security systems which could provide a comprehensive and
effective deterrent against theft and vandalism of any mobile
assets, particularly in large vehicle lot situations, such as
boats, trailers, mobile homes, etc.
We have created a marketing plan to introduce and expand our
market base. Once the multi-vehicle systems have been
successfully launched through automobile dealers, we will
introduce a single vehicle surveillance system through new car
dealers who have purchased and are utilizing the multi-vehicle
system for their own dealerships. Management believes this plan
provides the individual car buyer an ideal situation to actually
see the system working at the dealership before purchasing.
We are reliant upon an industry (initially automobile
dealerships), not on one or a few major customers. We have
identified the overall target market to be large vehicle lot
operators and are focusing our initial marketing efforts on the
primary target market, automobile dealerships. Then, expansion
across similar segments, such as truck and other fleet lots,
hotel, airport as well as amusement lot operations. Our market
strategy will initially target localized areas and rapidly spread
across North America. The initial product launch will also allow
growth into new market segments. Constant growth and stability
will be maintained through ongoing research and development.
Customer Profile and Target
1. The main target market segment being large lot operators,
further defined for collecting data and monitoring the "primary"
market segment, automobile dealerships
2. Automobile dealerships with an inventory in excess of 100
vehicles will present the greatest initial opportunities for
success
3. Primary usage of the AMVSS will be the security function
with a rollout of information retrieval, inventory and traffic
control
4. Customer acceptance will be enhanced by our ability to
negate liability and insurance exposure
Initially, direct sales will be targeted towards the automobile
insurance companies and will be conducted "inhouse." Sales
individuals will be retained by the Company and will be
compensated on a 100% commission basis. The commission structure
will be paid using a sliding scale: 5% payable on the first
US$100,000.00 in sales; 3% payable on the next US$100,000.00 in
sales; and 2% payable on sales over and above US$200,000.00. In
addition, negotiations are currently being conducted with a sales
agent network that is based across Canada, to extend the use of
its national sales team to assist the Company in marketing the
Autoeye product to their clientele base.
Industry Analysis
1. The current North American "primary" market consists of over
110,000 automobile dealerships.
2. Insurance incentives will provide opportunities for
expansion and growth.
3. We anticipate market penetration during the first year to be
modest, at 1/5 of 1%, with anticipated growth to 1.47% within the
next five years.
4. Management anticipates the marketplace to remain stable,
allowing for consistent growth and constant demand.
5. Further market opportunities will be facilitated with
expanding product line options, while providing superior system
servicing to our customers.
Testing of the AMVSS has been completed under laboratory and
field conditions with extremely encouraging results. Phase I of
testing was to verify the original concept/design on a limited
basis. Phase II of Testing (which will verify the original
concept under a fully operational environment) is in its final
stages and expected to be completed before year end. Upon
completion, AMVSS will be ready for the market and application
will be sought from FCC/ Industry Canada for use of specific
radio band. There have been no expenditures for research and
development by the Company to date. Currently, the cost of the
registration fees with the FCC/ Industry Canada is US$15,000.00.
These fees will be funded by Autoeye, Inc. as a condition of the
license agreement with Remote.
As of the date of this prospectus, management is unaware of any
equivalent competition currently using this proactive technology,
which combines Inventory Management Control and Security Control.
With the AMVSS, a central monitoring station is notified
instantly when the vehicle is being stolen or vandalized as
opposed to reactive/recovery technology, such as Onstar and
LoJack, which can only be utilized after the discovery that the
vehicle has been stolen or vandalized.
Key components of the units are contracted out to several high-
tech companies in Western Canada who specialize in
miniaturization of electronic components (as required in
satellites). Upon completion of the manufacturing and receipt of
these key components, the respective units are assembled at our
facility in Calgary, Alberta, Canada, to ensure the highest
standard of quality, and to provide additional integrity of the
product. Main suppliers - Murandi Communications Ltd., Mouser
Electronics, Digi-Key Corporation. To date, these expenses have
been borne by Autoeye as a condition of the license agreement.
The Company will not bear these expenses until the product is
ready to market.
We currently have the use of a Patent Pending CA 2224671, which
expires on October 12, 2002, through the license agreement with
Autoeye, who currently owns the Patent Pending. This Patent
covers the Wireless Remote Sensor. Once the Patent has been
finalized, it will be valid for a period up to 20 years.
Employees
We are currently in a start-up phase with no full time employees.
It is expected that as funds become available the six current
part time employees (hired between March and May 2000) may become
full time employees and additional staff will be hired. All
future employees will be hired under an equal opportunity policy
and evaluated by their manager on a regular basis with regard to
merit raises and advancements. Currently all part time salaries
are borne by Autoeye, Inc. until such time as the product is
finished and ready to market, which was also a condition of the
license agreement with Autoeye.
MANAGEMENT'S DISCUSSION AND PLAN OF OPERATION
The following discussion contains forward-looking statements
involving risks and uncertainties based on our current
expectations and the development of our business. All statements
in this registration statement related to our intended business
plans, prospective financial operations and expected future
growth or profitability constitute forward-looking statements.
Forward-looking statements are subject to a number of risks and
uncertainties. Our actual results may differ significantly from
those anticipated or expressed in these statements. You should
read the following discussion and analysis in conjunction with
the audited financial statements (and notes thereto) and other
financial information of Remote appearing elsewhere in this
registration statement for the period from inception to September
30, 2000.
Remote (formerly Alexander-West, Inc.) was incorporated under
the laws of the State of Nevada on January 22, 1996. Management
is currently developing a business plan to market certain
products that they are entitled to distribute and sell under
its current license agreement with Autoeye, Inc.
We are in the developmental stage and have no established
source of revenue. We plan to take the following steps that we
believe will be sufficient to provide us with the ability to
continue in existence:
* Generate sales from the marketing of the product under our
license agreement.
* Contemplating a private placement for the sale of shares of
Remote's common stock.
* Contemplating a line of credit with an established financial
institution.
We do not expect to purchase any plant or significant equipment
in the next twelve months and we do not own any plant or
significant equipment to sell.
Currently we have six part-time employees. As a condition of the
license agreement with Autoeye, those salaries are borne by
Autoeye until such time as the product is finished and ready to
market. Should we be successful in marketing the product within
the next twelve months, those employees may become full time
employees and we will consider hiring additional staff as
necessary and as funds become available.
DESCRIPTION OF PROPERTY
Our principal administrative, sales, marketing, research and
development offices are located at its headquarters located at
540 5th Ave. S.W., Suite 930, Calgary, Alberta, Canada T2P 0M2.
We have a limited use of this facility through the license
agreement with Autoeye at no cost to us. We pay our own charges
for long distance telephone calls and other miscellaneous
secretarial, photocopying, and similar expenses.
Since Remote is incorporated in Nevada, it is required to
maintain a resident office in that state in which corporate
documents are available. The resident office is located at 995 S.
Virginia St., Suite 116, Reno, Nevada 89502. No activities take
place in the resident office. All other activities have been
consolidated to the facility described above.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mr. Robert Gentles, who is currently the Chief Financial Officer
of Remote, is also the current President of Autoeye, with whom
Remote has entered into a license agreement. Mr. Gentles owns
less than 1% of Autoeye's outstanding common stock. Autoeye is
not a publicly traded company.
MARKET FOR COMMON STOCK AND RELATED SHAREHOLDER MATTERS
Market Information
There is no current market for Remote's common stock. Management
has not undertaken any discussions, preliminary or otherwise,
with any prospective market maker concerning the participation of
such market maker in the after-market for Remote's securities.
There is no assurance that a trading market will ever develop or,
if such a market does develop, that it will continue.
Market Price
Remote's common stock is not quoted at the present time.
Effective August 11, 1993, the Securities and Exchange Commission
adopted Rule 15g-9, which established the definition of a "penny
stock," for purposes relevant to the Company, as any equity
security that has a market price of less than $5.00 per share or
with an exercise price of less than $5.00 per share, subject to
certain exceptions. For any transaction involving a penny stock,
unless exempt, the rules require: (i) that a broker or dealer
approve a person's account for transactions in penny stocks; and
(ii) the broker or dealer receive from the investor a written
agreement to the transaction, setting forth the identity and
quantity of the penny stock to be purchased. In order to approve
a person's account for transactions in penny stocks, the broker
or dealer must (i) obtain financial information and investment
experience and objectives of the person; and (ii) make a
reasonable determination that the transactions in penny stocks
are suitable for that person and that person has sufficient
knowledge and experience in financial matters to be capable of
evaluating the risks of transactions in penny stocks. The broker
or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure schedule prepared by the Commission relating
to the penny stock market, which, in highlight form, (i) sets
forth the basis on which the broker or dealer made the
suitability determination; and (ii) that the broker or dealer
received a signed, written agreement from the investor prior to
the transaction. Disclosure also has to be made about the risks
of investing in penny stocks in both public offerings and in
secondary trading, and about commissions payable to both the
broker-dealer and the registered representative, current
quotations for the securities and the rights and remedies
available to an investor in cases of fraud in penny stock
transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in
the account and information on the limited market in penny
stocks.
The National Association of Securities Dealers, Inc. (the
"NASD"), which administers NASDAQ, has recently made changes in
the criteria for initial listing on the NASDAQ Small Cap market
and for continued listing. For initial listing, a company must
have net tangible assets of $4 million, market capitalization of
$50 million or net income of $750,000 in the most recently
completed fiscal year or in two of the last three fiscal years.
For initial listing, the common stock must also have a minimum
bid price of $4 per share. In order to continue to be included on
NASDAQ, a company must maintain $2,000,000 in net tangible assets
and a $1,000,000 market value of its publicly traded securities.
In addition, continued inclusion requires two market makers and a
minimum bid price of $1.00 per share.
There can be no assurances that the Company will qualify its
securities for listing on NASDAQ or some other national exchange,
or be able to maintain the maintenance criteria necessary to
insure continued listing. The failure of the Company to qualify
its securities or to meet the relevant maintenance criteria after
such qualification in the future may result in the discontinuance
of the inclusion of the Company's securities on a national
exchange. In such events, trading, if any, in the Company's
securities may then continue in the non-NASDAQ over-the-counter
market. As a result, a shareholder may find it more difficult to
dispose of, or to obtain accurate quotations as to the market
value of the Company's securities.
Holders
There are approximately 287 holders of Remote's common stock. On
January 22, 1996, the Company issued 1,600,000 shares of its
stock to Robin Gardner, the initial director and sole officer of
the Company. On January 22, 1996, the Company also issued 100,000
shares each to the four remaining founders of the Company.
Subsequently, the initial director and sole officer of the
Company transferred 500 shares each to a total of 200
individuals. All transfers were exempt from the registration
requirements of Section 5 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), as provided in Section 4(1) of
the Exchange Act.
On February 22, 1999, the Company issued a total of 4,500,000
shares of its stock to a total of 15 individuals for a total
consideration of $45,000.00 cash pursuant to Rule 504 of
Regulation D of the Securities Act of 1933 (the "Act").
On June 30, 1999, the Company entered into a license agreement
with Autoeye, Inc. for use of its technology, trademarks, trade
names, insignia and other indicia known as Autoeye Multi Vehicle
Surveillance System (AMVSS). In consideration of the license, the
Company issued 7,200,000 shares of its stock to Autoeye, Inc.
These shares were issued in accordance with the exemption from
registration afforded by Section 4(2) of the Act'.
Dividends
We do not have a policy of paying dividends, and it is currently
anticipated that no cash dividends will be paid in order to
retain earnings to finance future growth. Any future decision to
pay cash dividends will be made on the basis of earning,
alternative needs for funds and other conditions existing at the
time.
EXECUTIVE COMPENSATION
No retirement, pension, profit sharing, stock option or insurance
programs or other similar programs have been adopted by the
Company for the benefit of its employees.
Summary Compensation Table
Annual compensation Long term compensation
Awards Payout
s
Name and Year Salary Bonus Other Restric Securit LTIP All
Position ($) (1) ($) Annua ted ies Payout other
l Stock underly s ($) Comp.
Comp. Awards ing ($)
($) ($) options
/ SARs
(#)
Robert Gentles, 2000 $15,600
C.F.O. (2)
James 2000 $15,600
Nikiforuk,
Vice President
Sales/Marketing
(2)
Paul Chidley, 2000 $6,000
Technical
Manager (2)
Trevor 2000 $15,600
Critchley,
Communications
(2)
Option /SAR Grant in Last Fiscal Year
Individual Grants
Name Number of Percent of total Exercise Expiration
securities options / SARs or base Date
underlying granted to price
options / SARs employees in ($/sh)
Granted (#) last fiscal year
N/A
(1) Currently all part time salaries are borne by Autoeye, Inc.
until such time as the product is finished and ready to market.
(2) The salaries are based upon a monthly basis for the above-
named individuals since the commencement of their part-time
employment. The Key Management devotes a approximately 5 to 30
hours per week to the operations of the Company.
FINANCIAL STATEMENTS
The audited financial statements of the Company as of December
31, 1999 and 1998 were audited by Merdinger, Fruchter, Rosen &
Corso, P.C., an independent public accounting firm located in Los
Angeles, California. Their report regarding Remote's financial
statements is included in this prospectus in reliance upon their
authority as experts in accounting, auditing, and giving such
reports.
Remote's financial statements and Independent Auditor's Report
for the fiscal years ending December 31, 1999 and December 31,
1998 are included.
Also included are Remote's unaudited financial statements for the
period ended September 30, 2000.
Index
Page
Report of Independent Auditors, Merdinger, Fruchter,
Rosen & Corso, P.C. dated March 23, 2000 F-1
Balance Sheet as of as of March 31, 2000 F-2
Statement of Operation for the three months ended March
31, 2000 and March 31, 1999, and the years ended
December 31, 1999 and 1998 and for the period
January 22, 1996 (inception) to December 31, 1999 F-3
Statement of Stockholders' Equity for the three months
ended March 31, 2000 and March 31, 1999, and the
years ended December 31, 1999 and 1998 and for the
period January 22, 1996 (inception) to December 31,
1999 F-4
Statement of Cash Flows for the three months ended
March 31, 2000 and March 31, 1999, and the years
ended December 31, 1999 and 1998 and for the period
January 22, 1996 (inception) to December 31, 1999 F-5
Notes to Financial Statements F-6 to F-9
INDEPENDENT AUDITORS' REPORT
TO THE BOARD OF DIRECTORS OF REMOTE UTILITIES NETWORK, INC.
We have audited the accompanying balance sheets of Remote
Utilities Network, Inc. (formerly Alexander-West, Inc.) (A
Development Stage Company) as of December 31, 1999 and 1998 and
the related statements of operations, stockholders' equity and
cash flows for the years then ended and for the period from
January 22, 1996 (inception) to December 31, 1999. These
financials statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on
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 statements. An
audit also includes assessing the accounting principles 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 Remote Utilities Network, Inc. as of December 31,
1999 and 1998 and the results of its operations and its cash
flows for the years then ended and for the period from January
22, 1996 (inception) to December 31, 1999 in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. As
discussed in Note 1 to the accompanying financial statements,
the Company has no established source of revenue, which raises
substantial doubt about its ability to continue as a going
concern. Management's plans in regard to these matters are
also discussed in Note 1. These financial statements do not
include any adjustments that might result from the outcome of
this uncertainty.
MERDINGER, FRUCHTER ROSEN & CORSO, P.C.
Certified Public Accountants
Los Angeles, California
March 23, 2000
F-1
REMOTE UTILITIES NETWORK, INC.
(A Development Stage Company)
BALANCE SHEETS
<TABLE>
<S> <C> <C> <C>
March 31,
2000 December
1999 1998
(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 259 $ 1 $ -
Organizational cost, net - - 800
Total Current Assets 259 1
800
INTANGIBLE ASSETS, net amortization of 72,000 72,000
$0 -
TOTAL ASSETS $ 72,259 $ 72,001 $ 800
LIABILITIES AND STOCKHOLDERS'
EQUITY
CURRENT LIABILITIES - accounts payable $ 3,000 $ 3,000 $
-
STOCKHOLDERS' EQUITY:
Common stock, $0.001 par value;
20,000,000 shares authorized;
13,700,000 and 2,000,000 shares 13,700 13,700 2,000
issued and outstanding
Additional paid-in capital 105,300 105,300
-
Advances to stockholder ( ) ( )
35,036 44,900 -
Deficit accumulated during
the development stage ( ) ( ) ( )
14,705 5,099 1,200
Total Stockholders' Equity 69,259 69,001 800
TOTAL LIABILITIES AND STOCKHOLDERS' $ 72,259 $ 72,001 $ 800
EQUITY
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-2
REMOTE UTILITIES NETWORK, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
<TABLE>
<S> <C> <C> <C> <C> <C>
For the
Period from
January 22,
For the three For the Year Ended 1996
months (inception)
Ended March 31, December 31, to December 31,
2000 1999 1999 1998 1999
(Unaudited) (Unaudited)
REVENUE $ - $ - $ - $ - $ -
GENERAL, SELLING AND ADMINISTRATIVE 9,606 - 3,899 400 5,099
EXPENSES
LOSS BEFORE TAXES ( ) - ( ) ( ) ( )
9,606 3,899 400 5,099
PROVISION FOR INCOME TAXES - - - - -
NET LOSS $ ( ) $ - $ ( ) $ ( ) $ ( )
9,606 3,899 400 5,099
NET LOSS PER COMMON SHARE - basic and $ - $ - $ - $ - $ -
diluted
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING - basic and diluted 13,700,000 2,000,000 10,944,260 2,000,000 4,529,920
</TABLE>
The accompanying notes are an integral part of the financial statements.
F - 3
REMOTE UTILITIES NETWORK, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Deficit
Accumulated
Additional Advance During the
Common Stock Paid-in To Development
Shares Amount Capital Stockholder Stage Total
Balance at January 22, - $ - $ $ - $ $ -
1996 - -
Issuance of shares for
cash:
January 22, 1996 at 2,000,000 2,000 - -
$0.001 - 2,000
Net loss - - - - ( ) ( )
400 400
Balance at December 31, 2,000,000 2,000 - - ( )
1996 400 1,600
Net loss - - - - ( ) ( )
400 400
Balance at December 31, 2,000,000 2,000 - - ( )
1997 800 1,200
Net loss - - - - ( ) ( )
400 400
Balance at December 31, 2,000,000 2,000 - - ( )
1998 1,200 800
Issuance of shares for
cash:
March 8, 1999 at $0.01 350,000 350 3,150 - - 3,500
March 26, 1999 at $0.01 405,000 405 3,645 - - 4,050
March 29, 1999 at $0.01 250,000 250 2,250 - - 2,500
March 30, 1999 at $0.01 1,595,000 1,595 14,355 - - 15,950
March 31, 1999 at $0.01 1,900,000 1,900 17,100 - - 19,000
Issuance of shares for 7,200,000 7,200 64,800 - - 72,000
acquisition
Advances to Stockholder - - - ( ) - ( )
44,900 44,900
Net loss - - - - ( ) ( )
3,899 3,899
Balance at December 31, 13,700,00 13,700 105,300 ( ) ( )
1999 0 44,900 5,099 69,001
Repayment from Stockholder - - - 9,864 - 9,864
(unaudited)
Net loss (unaudited) - - - - ( ) ( )
9,606 9,606
Balance at March 31, 2000 13,700,000 $13,700 $ 105,300 $ ( ) $ ( ) $ 69,259
(unaudited) 0 35,036 14,705
</TABLE>
The accompanying notes are an integral part of the financial statements.
F - 4
-
REMOTE UTILITIES NETWORK, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
<TABLE>
<S> <C> <C> <C> <C> <C>
For the
Period from
January 22,
For the three months For the Year Ended 1996 (inception)
Ended March 31, December 31, to December 31,
2000 1999 1999 1998 1999
(Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ ( ) $ - $ ( ) $ ( ) $ ( )
9,606 3,899 400 5,099
Adjustments to reconcile net loss to
net cash used
in operating activities:
Increase in organization costs - - - - ( )
2,000
Decrease in organization costs - - 800 400 2,000
Increase in accounts payable - - 3,000 - 3,000
NET CASH USED IN OPERATING ACTIVITIES ( ) - ( 99) - ( )
9,606 99) 2,099
CASH FLOWS FROM FINANCING ACTIVITIES
Advances to shareholder - - ( ) - ( )
44,900 44,900
Issuance of common stock for cash 9,864 - 45,000 - 47,000
NET CASH PROVIDED BY FINANCING 9,864 - 100 - 2,100
ACTIVITIES
NET CHANGE IN CASH AND CASH 258 - 1 - 1
EQUIVALENTS
CASH AND CASH EQUIVALENTS - beginning 1 - - - -
of period
CASH AND CASH EQUIVALENTS - end of $ 259 $ - $ 1 $ - $ 1
year
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid during the year - $ - $ - $ - $ - $ -
Interest
Income taxes $ - $ - $ - $ - $ -
</TABLE>
NON-CASH INVESTING AND FINANCING ACTIVITY
In December 1999, the Company issued 7,200,000 shares of the Company's common
stock with a fair market value of $72,000 as payment for a license agreement.
The accompanying notes are an integral part of the financial statements.
F - 5
REMOTE UTILITIES NETWORK, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
NOTE 1 - DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING
POLICIES
Nature of Operations
Remote Utilities Network, Inc.
("Company") (formerly Alexander-West, Inc.) is
currently a development stage company under the
provisions of Statement of Financial Accounting
Standards ("SFAS") No. 7. In March 1999, the Company
changed its name from Alexander-West, Inc. to its
current name. The Company was incorporated under the
laws of the State of Nevada on January 22, 1996.
Management is currently developing a business plan
to market certain products that they are entitled to
distribute and sell under its current licensing
agreement (See Note 3 - Intangible Assets).
Basis of Presentation
The accompanying financial statements have be
en prepared in conformity with generally accepted
accounting principles, which contemplate
continuation of the Company as a going concern.
However, the Company has no established source of
revenue. This matter raises substantial doubt about
the Company's ability to continue as a going
concern. Without realization of additional capital,
it would be unlikely for the Company to continue as
a going concern. These financial statements do not
include any adjustments relating to the
recoverability and classification of recorded asset
amounts, or amounts and classification of
liabilities that might be necessary should the
Company be unable to continue in existence.
Management plans to take the following steps that it
believes will be sufficient to provide the Company
with the ability to continue in existence:
Generate sales from the marketing of the product under its
licensing agreement.
Contemplating a private placement for the sale of shares of
the Company's common stock.
Contemplating a line of credit with an established financial
institution.
Use of Estimates
The preparation of financial statements in co
nformity with generally accepted accounting
principles requires management to make estimates and
assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent
assets and liabilities at the date of these
financial statements and the reported amounts of
revenue and expenses during the reporting period.
Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all highly liquid inves
tments purchased with original maturities of three
months or less to be cash equivalents.
Concentration of Credit Risk
The Company places its cash in what it believes
to be credit-worthy financial institutions.
However, cash balances may exceed FDIC insured
levels at various times during the year.
F - 6
REMOTE UTILITIES NETWORK, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
NOTE 1 - DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING
POLICIES (Continued)
Intangible Assets
Intangible assets consist of the Company's co
sts for the purchase of its licensing agreement. The
costs are being amortized over the life of the
agreement, which is ten years, once sales activities
commence.
Loss Per Share
During 1998, the Company adopted SFAS No. 128,
"Earnings Per Share," which requires presentation of
basic loss per share ("Basic LPS") and diluted loss
per share ("Diluted LPS"). The computation of Basic
LPS is computed by dividing loss available to common
stockholders by the weighted average number of
outstanding common shares during the period. Diluted
LPS gives effect to all diluted potential common
shares outstanding during the period. The
computation of Diluted LPS does not assume
conversion, exercise or contingent exercise of
securities that would have an antidilutive effect on
earnings. As of December 31, 1999 and 1998, the
Company had no potentially dilutive securities.
Comprehensive Income
In June 1998, the Financial Accounting Standards
Board issued SFAS No. 130, "Reporting Comprehensive
Income", which establishes standards for the
reporting and display of comprehensive income and
its components in the financial statements. As of
December 31, 1999 and 1998, and for the period from
January 22, 1996 (inception) to December 31, 1999,
the Company has no items that represent
comprehensive income and, therefore, has not
included a schedule of comprehensive income in the
accompanying financial statements.
Income Taxes
Income taxes are provided for based on the liability
method of accounting pursuant to SFAS No. 109,
"Accounting for Income Taxes". Deferred income
taxes, if any, are recorded to reflect the tax
consequences on future years of differences between
the tax bases of assets and liabilities and their
financial reporting amounts at each year-end.
Impact of Year 2000 Issue
As of December 31, 1999, the Company does not have
any computer systems or customers and suppliers.
Therefore, the issue of the year 2000 has no effect
on the Company's current activities.
NOTE 2 - RELATED PARTY TRANSACTIONS
Office and Administrative Expenses
The Company neither owns nor leases any real or
personal property. A stockholder provides office
services without charge. Such costs are immaterial to
the financial statements and, accordingly, have not
been reflected therein.
F - 7
REMOTE UTILITIES NETWORK, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
NOTE 2 - RELATED PARTY TRANSACTIONS (Continued)
Advances to Stockholder
Advances to stockholder as of December 31, 1999
consist of $44,900 non-interest bearing advances to
the majority stockholder to pay for legal services.
Upon the Company's completion of its Form 10SB with
the Securities and Exchange Commission ("SEC"), the
stockholder will repay the advances. Management has
every intention and the ability to complete the Form
10SB process with the SEC
NOTE 3 - INTANGIBLE ASSETS
In June 1999, the Company entered into a 10-year
license agreement with a company that the current
management has a minority common stock ownership. The
license agreement is for the manufacturing and
marketing of Autoeye Multi-Vehicle Surveillance System
("AMVSS), which is to be marketed to automotive
dealerships. In August 1999, the Company's Board of
Directors approved the issuance of 7,200,000 shares of
the Company's common stock as payment for the license
agreement. In accordance with SFAS No. 123 "Accounting
for Stock-Based Compensation", the stock was valued at
$72,000, or $0.01 per share, which is the fair market
value of the shares based on the per share price
received from the Company's private placement
completed on March 31, 1999.
NOTE 4 - STOCKHOLDERS' EQUITY
The aggregate number of stock that the Company has
authority to issue is 25,000,000 shares, of which
20,000,000 shares shall be common stock at a par
value of $0.001 and 5,000,000 shares shall be
preferred stock at a par value of $0.001.
The Board of Directors shall have the authority from
time to time to divide the preferred shares into
series and to fix by resolution the voting powers,
designation, preferences, and relative participating,
and other special rights, qualifications, limitations
or restrictions of the shares of any series
established. As of December 31, 1999, the Board of
Directors has not established any series of preferred
shares.
F - 8
REMOTE UTILITIES NETWORK, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
NOTE 5 -INCOME TAXES
The components of the provision for income are as
follows:
<TABLE>
<S> <C> <C>
For the
Period
from
For the Year Ended January
December 31, 22, 1996
(inception)
to
December 31,
1999 1998 1999
Current Tax Expense
U.S. Federal $ $ $
- - -
State and Local - - -
Total Current - - -
Deferred Tax Expense
U.S. Federal - - -
State and Local - - -
Total Deferred - - -
Total Tax Provision (Benefit) from
Continuing Operatings $ $ $
- - -
</TABLE>
F - 9
REMOTE UTILITIES NETWORK, INC.
FINANCIAL STATEMENTS
(UNAUDITED)
September 30, 2000
Index Page
Financial Statements (Unaudited):
Balance Sheet F-11
Statements of Operation F-12
Statement of Cash Flow F-13
Notes to Financial Statement F-14
to F-16
REMOTE UTILITIES NETWORK, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
BALANCE SHEET
<TABLE>
<S> <C> <C> <C>
September 30, December 31, December 31,
2000 1999 1998
(Unaudited) (Audited) (Audited)
ASSETS
CURRENT ASSETS
Cash and cash 15,466 1 0
equivalents
Organizational cost, net 0 0 800
---------- -------- --------
Total Current Assets 15,466 1 800
---------- -------- --------
FIXED ASSETS
Fixed Assets 45,625 0 0
---------- -------- --------
Total Fixed Assets 45,625 0 0
INVENTORY 59,954 0 0
INTANGIBLE ASSETS, net
amortization of $0 72,000 72,000 0
---------- -------- --------
TOTAL ASSETS 193,045 72,001 800
========== ======== ========
LIABILITIES AND
STOCKHOLDERS'
EQUITY
CURRENT LIABILITIES -
accounts payable 7,848 3,000 0
Due to shareholders 222,154 (44,900) 0
---------- -------- --------
Total Current 230,002 (41,900) 0
Liabilities
---------- -------- --------
STOCKHOLDERS' EQUITY:
Preferred Stock, $0.001
Par
Value;
5,000,000 shares
authorized
0 shares issued and
outstanding
Common stock, $0.001 par
value;
20,000,000 shares
authorized;
13,700,000 shares issued
and outstanding 13,700 13,700
2,000
Additional paid-in 105,300 105,300
capital
Accumulated deficit (155,957) (5,099) (1,200)
---------- -------- --------
Total Stockholders' (36,957) 113,901 800
Equity
---------- -------- --------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY 193,045 72,001 800
========== ======== ========
</TABLE>
F-11
REMOTE UTILITIES NETWORK, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
<TABLE>
<S> <C> <C> <C> <C> <C>
Cumulative
during
the
Development
For the Nine months For the Three months Stage
Ending September 30 Ending September 30 01/22/96 to
2000 1999 2000 1999 09/30/00
(unaudited) (unaudited) (unaudited) (unaudited) (unaudited)
REVENUE 0 0 0 0 0
GENERAL, SELLING AND ADMINISTRATIVE 150,854 3,078 114,549 3,059 155,957
EXPENSES
--------- ---------- ---------- ---------- ---------
LOSS BEFORE TAXES 150,854 3,078 114,549 3,059 155,957
PROVISION FOR INCOME TAXES 0 0 0 0 0
--------- ---------- ---------- ---------- ---------
Net Loss 150,854 3,078 114,549 3,059 155,957
========= ========== ========== ========== =========
BASIC & DILUTED LOSS PER SHARE 0.0110 0.0002 0.0084 0.0002 0.0114
WEIGHTED AVERAGE SHARE O/S -
BASIC & DILUTED 13,700,000 13,700,000 13,700,000 13,700,000 13,700,000
</TABLE>
F-12
REMOTE UTILITIES NETWORK, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOW
<TABLE>
<S> <C> <C> <C> <C> <C>
Cumulative
during the
For the Nine months For the Year Ending Development
Ending September 30 Dec-31 Stage
01/22/96
2000 1999 1999 1998 to 09/30/00
(unaudited) (unaudited) (unaudited) (unaudited) (unaudited)
CASH FLOW FROM OPERATING
ACTIVITIES
Net Loss 150,854 3,078 3,899 400 155,957
Adjustment to reconcile net
loss to net cash
Increase in organization cost 105,584 105,584
Decrease in organizational 800 400 2,000
costs
Increase in accounts payable 4,848 3,000 7,848
NET CASH USED IN OPERATING
ACTIVITIES (251,590) (3,078) (99) 0 (251,693)
Advances to shareholders (267,054) 44,900 (281,227)
Issuance of common stock for 45,000 45,000
cash
NET CASH PROVIDED BY
FINANCING ACTIVITIES 267,054 0 100 0 236,227
CASH AND CASH EQUIVALENTS
Beginning of period 1
CASH AND CASH EQUIVALENTS
End of period 15,466 (3,078) 1 0 15,466
</TABLE>
F-13
REMOTE UTILITIES NETWORK, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
INTERIM STATEMENTS TO SEPTEMBER 30, 2000
NOTE 1 - DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING
POLICIES
Nature of Operations
Remote Utilities Network, Inc.("Company")
(formerly Alexander-West, Inc.) is currently a
development stage company under the provisions of
Statement of Financial Accounting Standards ("SFAS") No.
7. In March 1999, the Company changed its name from
Alexander-West, Inc. to its current name. The Company
was incorporated under the laws of the State of Nevada
on January 22, 1996. Management is currently developing
a business plan to market certain products that they are
entitled to distribute and sell under its current
licensing agreement (See Note 3 - Intangible Assets).
Basis of Presentation
The accompanying financial statements have
been prepared in conformity with generally accepted
accounting principles, which contemplate continuation of
the Company as a going concern. However, the Company has
no established source of revenue. This matter raises
substantial doubt about the Company's ability to
continue as a going concern. Without realization of
additional capital, it would be unlikely for the Company
to continue as a going concern. These financial
statements do not include any adjustments relating to
the recoverability and classification of recorded asset
amounts, or amounts and classification of liabilities
that might be necessary should the Company be unable to
continue in existence. Management plans to take the
following steps that it believes will be sufficient to
provide the Company with the ability to continue in
existence:
Generate sales from the marketing of the product
under its licensing agreement.
Contemplating a private placement for the sale of
shares of the Company's common stock.
Contemplating a line of credit with an
established financial institution.
Use of Estimates
The preparation of financial statements in
conformity with generally accepted accounting principles
requires management to make estimates and assumptions
that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and
liabilities at the date of these financial statements
and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from
those estimates.
Cash and Cash Equivalents
The Company considers all highly liquid
investments purchased with original maturate of three
months or less to be cash equivalents.
F-14
Concentration of Credit Risk
The Company places its cash in what it
believes to be credit-worthy financial institutions.
However, cash balances may exceed FDIC insured levels at
various times during the year.
Intangible Assets
Intangible assets consist of the Company's
costs for the purchase of its licensing agreement. The
costs are being amortized over the life of the
agreement, which is ten years, once sales activities
commence.
Loss Per Share
During 1998, the Company adopted SFAS No. 128,
"Earnings Per Share," which requires presentation of
basic loss per share ("Basic LPS") and diluted loss per
share ("Diluted LPS"). The computation of Basic LPS is
computed by dividing loss available to common
stockholders by the weighted average number of
outstanding common shares during the period. Diluted LPS
gives effect to all diluted potential common shares
outstanding during the period. The computation of
Diluted LPS does not assume conversion, exercise or
contingent exercise of securities that would have an
antidilutive effect on earnings. As of December 31, 1999
and 1998, the Company had no potentially dilutive
securities.
Comprehensive Income
In June 1998, the Financial Accounting
Standards Board issued SFAS No. 130, "Reporting
Comprehensive Income", which establishes standards for
the reporting and display of comprehensive income and
its components in the financial statements. As of
December 31, 1999 and 1998, and for the period from
January 22, 1996 (inception) to December 31, 1999, the
Company has no items that represent comprehensive income
and, therefore, has not included a schedule of
comprehensive income in the accompanying financial
statements.
Income Taxes
Income taxes are provided for based on the
liability method of accounting pursuant to SFAS No. 109,
"Accounting for Income Taxes". Deferred income taxes, if
any, are recorded to reflect the tax consequences on
future years of differences between the tax bases of
assets and liabilities and their financial reporting
amounts at each year-end.
Impact of Year 2000 Issue
As of December 31, 1999, the Company does not
have any computer systems or customers and suppliers.
Therefore, the issue of the year 2000 has no effect on
the Company's current activities.
F-15
NOTE 2 - RELATED PARTY TRANSACTIONS
Office and Administrative Expenses
The Company neither owns nor leases any real
or personal property. A stockholder provides office
services without charge. Such costs are immaterial to
the financial statements and, accordingly, have not been
reflected therein.
Advances to Stockholder
Advances to stockholder as of December 31,
1999 consist of $44,900 non-interest bearing advances to
the majority stockholder for legal services. Upon the
Company's completion of its Form 10SB with the
Securities and Exchange Commission, the stockholder will
repay the advances. Management has every intention and
the ability to complete the Form 10SB process with the
SEC.
NOTE 3 - INTANGIBLE ASSETS
In June 1999, the Company entered into a 10-
year license agreement with a company that the current
management has a minority common stock ownership. The
license agreement is for the manufacturing and marketing
of Autoeye Multi-Vehicle Surveillance System ("AMVSS),
which is to be marketed to automotive dealerships. In
August 1999, the Company's Board of Directors approved
the issuance of 7,200,000 shares of the Company's common
stock as payment for the license agreement. In
accordance with SFAS No. 123 "Accounting for Stock-Based
Compensation", the stock was valued at $72,000, or $0.01
per share, which is the fair market value of the shares
based on the per share price received from the Company's
private placement completed on March 31, 1999.
NOTE 4 - STOCKHOLDERS' EQUITY
The aggregate number of stock that the Company
has authority to issue is 25,000,000 shares, of which
20,000,000 shares shall be common stock at a par value
of $0.001 and 5,000,000 shares shall be preferred stock
at a par value of $0.001.
The Board of Directors shall have the
authority from time to time to divide the preferred
shares into series and to fix by resolution the voting
powers, designation, preferences, and relative
participating, and other special rights, qualifications,
limitations or restrictions of the shares of any series
established. As of December 31, 1999, the Board of
Directors has not established any series of preferred
shares.
F-16
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
1. i. The Company's principal accountant was
dismissed on March 10, 2000.
ii. The principal accountant's report on the financial
statements for the past two years was modified as to uncertainty
that the Company will continue as a going concern.
iii. The decision to change accountants was approved by the board
of directors.
iv. There were no disagreements with the former accountant on
any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which, if
not resolved to the former accountants satisfaction, would have
caused it to make reference to the subject matter of the
disagreement(s) in connection with its report.
2. A new accountant has been engaged as the principal
accountant to audit the issuer's financial statements. The new
accountant is Merdinger, Fruchter, Rosen & Corso, P.C. and was
engaged as of February 2, 2000. Neither the Company nor anyone
acting on its behalf consulted the new accountant regarding:
i.the application of accounting principles to a
specific completed or contemplated transaction, or
the type of audit opinion that might be rendered
on the small business issuer's financial
statements, as part of the process of deciding as
to the accounting, auditing or financial reporting
issue, or
ii. any matter that was the subject of a
disagreement or event identified in response to
paragraph 1(iv) of this Item.
3. The Company has provided the former accountant with a copy
of the disclosures it is making in response to this Item. The
Company has requested the former accountant to furnish a letter
addressed to the Commission stating that it agrees with the
statements made by the Company. The Company has filed the letter
as an exhibit to the registration statement containing this
disclosure.
WHERE YOU CAN FIND MORE INFORMATION
We have filed a Registration Statement on Form SB-2 with the
Securities and Exchange Commission covering the sale of the
shares we are registering. The Registration Statement and the
exhibits and schedules to the Registration Statement include
additional information not contained in this prospectus.
Statements in this prospectus about the contents of any contract
or other document referred to are not necessarily complete and in
each instance the appropriate exhibit containing the contract or
document should be consulted for complete information. The
Registration Statement, exhibits and schedules also contain
further information about us and the shares we are registering.
Anyone may inspect a copy of the Registration Statement 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 Madison Street, Chicago, Illinois 60661-2511,
and copies of all or any part of the Registration Statement may
be obtained from the Public Reference Branch of the Commission by
paying the fees prescribed by the Commission. The Commission also
maintains a site on the World Wide Web at http://www.sec.gov that
contains information about companies that file electronically
with the Commission.
We are not required to deliver an annual report to shareholders.
However, upon request, we will provide, at no cost to our
shareholders, annual reports containing audited financial
statements. You may request a copy of these filings by writing or
calling us at:
REMOTE UTILITIES NETWORK, INC.
Suite 930
540-5th Ave. S.W.
Calgary, Alberta, Canada T2P 0M2
Telephone: (403) 264-7356
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Information on this Item is set forth in the prospectus under the
heading "Disclosure of Commission Position on Indemnification for
Securities Act Liabilities."
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
SEC Registration Fee $ 2.64
Blue Sky Fees and Expenses $ 0.00
Legal Fees and Expenses $ 10,000.0
0
Accountants' Fees and Expenses $ 0.00
Miscellaneous $ 500.00
The above expenses, except for the SEC fees, are estimated. All
of the expenses listed above will be paid by Remote.
RECENT SALES OF UNREGISTERED SECURITIES
On February 22, 1999, the Company issued a total of 4,500,000
shares of its stock to a total of 15 individuals for a total
consideration of $45,000.00 cash pursuant to Rule 504 of
Regulation D.
On June 30, 1999, the Company issued 7,200,000 shares of its
stock to Autoeye, Inc. in consideration for the use of a license
agreement. This stock was issued in reliance upon Section 4(2) of
the Securities Act of 1933, as amended.
In general, under Rule 144, a person (or persons whose shares are
aggregated) who has satisfied a one year holding period, under
certain circumstances, may sell within any three-month period a
number of shares which does not exceed the greater of one percent
of the then outstanding Common Stock or the average weekly
trading volume during the four calendar weeks prior to such sale.
Rule 144 also permits, under certain circumstances, the sale of
shares without any quantity limitation by a person who has
satisfied a two-year holding period and who is not, and has not
been for the preceding three months, an affiliate of the Company.
EXHIBIT INDEX
Exhibit Description.
3.1* Articles of Incorporation
3.2* By-Laws of the Registrant
5.1 Opinion of Chapman & Flanagan, Ltd. as to legality
10.1* License Agreement between Autoeye, Inc. and Remote
Utilities Network, Inc., dated June 30, 1999
23.1 Consent of Chapman & Flanagan, Ltd. (contained in Exhibit
5.1)
23.2 Consent of Merdinger, Fruchter, Rosen & Corso, P.C.,
Certified Public Accountants
27.1 Financial Data Schedule
------------------------------
* Incorporated by Reference to the registration statement on
Form 10-SB filed on May 24, 2000.
UNDERTAKINGS
The undersigned registrant hereby undertakes to:
(a) (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; and notwithstanding
the forgoing, any increase or decrease in volume of 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 the
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.
iii. include any additional or changed 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.
(d) Provide to the underwriter at the closing specified in the
underwriting agreement certificates in such denominations and
registered in such names as required by the underwriter to permit
prompt delivery to each purchaser.
(e) 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 small business issuer
pursuant to the foregoing provisions, or otherwise, the small
business issuer 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, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the small
business issuer of expenses incurred or paid by a director,
officer or controlling person of the small business issuer 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 small business issuer
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.
______________________________________________
SIGNATURES
In accordance with 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-2 and authorized this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorize, in the
City of Calgary, Alberta, Canada, on October 30, 2000.
REMOTE UTILITIES NETWORK, INC.
By: /s/ David Phan
David Phan, President
Special Power of Attorney
The undersigned constitute and appoint David Phan their true
and lawful attorney-in-fact and agent with full power of
substitution, for him and in his name, place, and stead, in any
and all capacities, to sign any and all amendments, including
post-effective amendments, to this Form SB-2 Registration
Statement, and to file the same with all exhibits thereto, and
all documents in connection therewith, with the Securities and
Exchange Commission, granting such attorney-in-fact the full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that such
attorney-in-fact may lawfully do or cause to be done by virtue
hereof.
In accordance with the requirements of the Securities Act of
1933, this registration statement has been signed by the
following persons in the capacities and on the dates stated:
Signature Title Date
/s/ David Phan President (Chief Executive October 30,
David Phan Officer) and Director 2000
/s/ Gerald S. Peatz Secretary/Treasurer and October 30,
Gerald S. Peatz Director 2000
