53
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Remote Utilities Network, Inc.
(Name of issuer in its charter)
333-49042
(Commission File No.)
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.
Prospectus
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. offered for
the account of the selling security holders. 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. Any proceeds and profits from their sale will go to the
selling security holders and not to Remote.
We hope 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 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.
The date of this prospectus is __________________, 2001
Table of Contents
Prospectus Summary 3
Risk Factors 3
Forward-Looking Statements 5
Use of Proceeds 5
Determination of Offering Price 5
Selling Security Holders 6
Plan of Distribution 10
Legal Proceedings 11
Directors, Executive Officers, Promoters And Control Persons 11
Security Ownership of Certain Beneficial Owners and Management15
Description of Securities 16
Interest of Named Experts and Counsel 17
Disclosure of Commission Position on Indemnification for
Securities Act Liabilities 17
Organization Within the Last Five Years 18
Description of Business 18
Management's Discussion and Plan of Operation 23
Description of Property 24
Certain Relationships and Related Transactions 24
Market for Common Stock and Related Shareholder Matters 24
Executive Compensation 26
Financial Statements 27
Changes In and Disagreements With Accountants 46
Where You Can Find More Information 46
Prospectus Summary
The Company
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"
beginning on page 20.
The Offering
The selling security holders 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"
beginning on page 12. The price of the shares is undetermined at
this time.
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.
Risks related to our financial condition
We are a development stage company with no revenues and
anticipate losses for the foreseeable future. So it will be
difficult for you to evaluate an investment in our common stock.
We have a very limited operational history. We were originally
formed on January 22, 1996 under the name Alexander-West, Inc.
We changed our name to Remote Utilities Network, Inc. on March
15, 1999 in order to assemble the capital, management resources
and distribution rights required to enact the full development of
Remote's marketing strategy. We have not yet commenced our
primary business purpose. We have no customers as yet, and we
will not have any customers until the proposed multi-vehicle
surveillance system is manufactured and available for us to sell.
We have had no revenue to date.
We will need additional financing to implement our business plan
and such financing may be unavailable or too costly. Our
independent auditor has expressed doubt concerning our ability to
continue as a going concern. Unless we raise additional capital
to address this problem we may be unable to continue in business.
As disclosed in Note 1 to our financial statements included in
this prospectus, we do not have an established source of revenue,
which raises substantial doubt about our ability to continue as a
going concern. Our abilities to continue operations will depend
on our positive cash flow, if any, from future operations and on
our ability to raise funds through equity or debt financing. We
do not know if we will be able to raise additional funding or if
such funding will be available on favorable terms.
Risks related to our business
Our business is highly competitive and we 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.
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.
Our officers and directors will only devote part time efforts to
this business due to other business interests they have.
The amount of time which our officers and directors will devote
to our business will be limited. Our directors and officers also
serve as officers directors and/or partners of other entities
engaged in a variety of businesses. Thus, there exists potential
conflicts of interest including, among other things, time, effort
and corporate opportunity involved in participation with such
other business entities. It is not anticipated that any of such
other business interests will be ones that are, or will be, in
competition with us.
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.
Risks related to this offering
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 over-the-
counter 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.
Forward-Looking Statements
Some information in this prospectus may contain forward-looking
statements. You can identify these statements by their forward-
looking terminology such as "may," "will," "expect,"
"anticipate," "continue," or other similar words. Forward-
looking statements discuss future expectations, contain
projections of results of operations or of financial condition or
state other "forward-looking" information. When considering
forward-looking statements in this prospectus, you should keep in
mind the risk factors and other cautionary statements included in
this prospectus. The risk factors noted in the "Risk Factors"
section and the other factors noted throughout this prospectus,
could cause our actual results to differ materially from those
contained in any forward-looking statement.
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. 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.
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 December 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
---------------------- ---------------------
Percentage Percentage
Shares of Shares of
Name of Selling Benefici- Common Benefici- Common
Security Holder ally Owned Stock ally Owned 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."
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.
Name and Address Age Position
David Phan 46 President/Director
Suite 801, 200 Lacaille Pl. SW
Calgary, Alberta T2P 5E2
Gerald S. Peatz 51 Secretary/Treasurer/Director
174 - Woodglen Grove SW
Calgary, Alberta T2W 4S5
Robert Gentles 51 Chief Financial Officer
7 Penmeadows Place, SE
Calgary, Alberta T2A 3P8
James Nikiforuk 53 Vice President-Sales and
2323 7th Ave. N.W. Marketing
Calgary, Alberta T2N 1A1
Currently the executive officers contribute 30-35 hours per
person, per week to Remote's activities and are not engaged on a
full-time basis. Subsequent to Remote being listed as a public
company and trading on the OTC Bulletin Board, and Remote's
ability to secure financing, achieve revenues, it is expected
that the following executive officers and key management
individuals status will change from part-time to full-time: David
Phan, Robert Gentles, Trevor Critchley and James Nikifork.
Information as to the directors and executive officers of Remote
is as follows:
David Phan. Mr. Phan is President and a 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 Remote 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, 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. Mr. Peatz is Secretary, Treasurer and a
Director of Remote. 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.
Robert Gentles. Mr. Gentles is the Chief Financial Officer for
Remote. Mr. Robert Gentles is responsible for the strategic
planning and corporate development of Remote since March 1, 2000.
January 1995 to April 1998 - Professor of Management at Southern
Alberta Institute of Technology. His duties included teaching all
aspects of management and economics.
May 1998 to present - CFO until November 1999 - President from
November 1999 to present -Autoeye, Inc. His duties include
overseeing day-to-day operation of the company's operations.
James Nikiforuk. Mr. Nikiforukis the Vice President-
Sales/Marketing for Remote and has held this position since April
2000. Mr. Nikiforuk is responsible for the sales and marketing
areas of Remote, and has held this position since May 1, 2000.
From May 1974 to April 2000, Mr. Nikiforuk was with TELUS
Communications Inc. in Edmonton and Calgary. In 1974, he
graduated from the University of Alberta with a Bachelor of
Science in 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.
There is no family relationship between any of the officers and
directors of Remote. Remote's Board of Directors has not
established any committees.
Key Employees
Trevor Critchley. Mr. Critchley is the Manager, Investor
Relations for Remote. 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., a 24 hour cable
programming Canadian company in process of merging with a 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 public Canadian companies, Kenrich Mining
Corporation and Nu-Lite Industries Ltd. He assisted the companies
with day-to-day public relations/investor relations activities.
June 1998 to June 1999 - Vice President Corporate Finance - Miss
Au Natural Inc., a specialized pay for TV beauty pageant
programming company. His duties included assisting the company
with fund raising.
December 1998 to December 1999 - Canadian Representative -
Inntraport Gmbh, a German company involved in the leisure
industry, primarily hotel intranet services. His duties included
representing and introducing the company to large hotel chains in
Canada.
Paul Chidley. Mr. Chidley is the Technical Project Manager for
Remote. 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., a cellular
telecommunications company. His duties included design and
support of duo-mode cellular phones.
January 1995 to June 1999 - President and owner of Outback
Technologies Ltd., a contract electronic and circuit board design
company. His duties included overseeing the day-to-day operations
of the company.
January 1996 to December 1997 - Product Manager for Wi-Lan Inc.,
a development of high speed wireless data communications
equipment company. His duties included design and manufacturer of
the wireless Ethernet links.
January 1998 to present - Vice President-Technical Operations -
Kayden Instruments, Inc., a flow level and temperature sensors
production and design company. His duties include all overseeing
all technical aspects of the company, including research,
development and manufacturing.
Conflicts of Interest
Certain of the officers and directors of Remote are engaged in
other businesses, either individually or through partnerships and
corporations in which they have an interest, hold an office, or
serve on a board of directors. As a result, certain conflicts of
interest may arise between the company and its officers and
directors. Remote will attempt to resolve such conflicts of
interest in its favor. The officers and directors of Remote are
accountable to it and its shareholders as fiduciaries, which
requires that such officers and directors exercise good faith and
integrity in handling the company's affairs. A shareholder may be
able to institute legal action on behalf of Remote or on behalf
of itself and other similarly situated shareholders to recover
damages or for other relief in cases of the resolution of
conflicts is in any manner prejudicial to Remote.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth each person known to us, as of
December 31, 2000, to be a beneficial owner of five percent (5%)
or more of Remote's outstanding common stock, each officer and
director individually, and all executive officers and directors
as a group. No other class of voting securities is outstanding.
Each person is believed to have sole voting and investment power
over the shares. Except as noted, each person has sole voting and
investment power with respect to the shares shown.
<TABLE>
<S> <C> <C>
Name and Address of Amount and Nature of Percent of
Beneficial Owner Beneficial Ownership Class
(1)(2)
Autoeye, Inc. (3)(4)(5)(6) 7,200,000 52.55%
David Phan (4) 7,200,000 52.55%
Gerald S. Peatz (5) 0 --
Robert Gentles (6) 7,250,000 52.91%
James E. Nikiforuk (7) 60,000 *
Andrew Chou (8) 695,000 5.07%
Includes all officers and
directors of Remote as a 7,310,000 53.36%
group (4 persons)
</TABLE>
_______________________________
* Denotes less than 1%.
(1) Unless otherwise indicated, all shares are beneficially
owned by the persons named.
(2) None of the beneficial owners has the right to acquire any
shares of Remote's common stock within 60 days pursuant to
options, warrants, rights, conversion privileges, or
similar obligations.
(3) Autoeye's address is 540 5th Ave. S.W., Calgary, Alberta
T2P 0M2.
(4) David Phan, President and a director of Remote, owns more
than 10% of Autoeye's common stock and therefore indirectly
owns the 7,200,000 shares of Remote directly owned by
Autoeye. Mr. Phan's address is Suite 801, 200 Lacaille Pl.
S.W., Calgary, Alberta, T2P 5E2.
(5) Gerald S. Peatz is Secretary, Treasurer and a director of
Remote. His address is 174-Woodglen Grove S.W., Calgary,
Alberta T2W 4S5.
(6) Robert Gentles, the Chief Financial Officer of Remote, is
also the President of Autoeye and therefore indirectly owns
the 7,200,000 shares of Remote directly owned by Autoeye.
In addition, Mr. Gentles directly owns 50,000 of Remote's
common stock. Mr. Gentles address is 7 Penmeadows Place,
SE, Calgary, Alberta, T2A 3P8.
(7) James E. Nikiforuk is Vice President-Sales and Marketing of
Remote. His address is 2323 7th Ave. N.W., Calgary,
Alberta T2N 1A1.
(8) Mr. Chou's address is 4027 26th Ave. N.E., Calgary, Alberta
T1Y 3J7.
Description of Securities
Common Stock
Remote'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 Remote from time-to-
time, from funds legally available. In the event of a
liquidation, dissolution, or winding up of Remote, 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 Remote's stock would be issued
to management or promoters, or affiliates or associates of
either.
Preferred Stock
Remote'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. Remote currently has no plans to
issue any preferred stock. Remote'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.
Remote 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 Remote'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 Remote's common
stock or any other series of preferred stock which Remote 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 Remote 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 Remote. 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 Remote'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
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of Remote pursuant to the Nevada General
Corporation Law or the provisions of Remote's Articles of
Incorporation, as amended, or Bylaws, or otherwise, Remote has
been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for the indemnification against such liabilities
(other than the payment by Remote of expenses incurred or paid by
a director, officer or controlling person of the company 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, Remote 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.
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, Remote issued 1,600,000 shares of its stock
to Robin Gardner, the initial director and sole officer of
Remote. On January 22, 1996, Remote also issued 100,000 shares
each to the four remaining founders of Remote. Subsequently, the
initial director and sole officer of Remote transferred 500
shares each to a total of 200 individuals pursuant to the so-
called Section "4(1-1/2)" exemption of the Securities Act.
On February 22, 1999, Remote issued 4,500,000 shares of its
common stock to 15 individuals for a total consideration of
$45,000.00 cash pursuant to Rule 504 of Regulation D.
On June 30, 1999, Remote 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 (the "Autoeye system"). In
consideration of the license, Remote issued 7,200,000 shares of
its common stock to Autoeye. The license is granted for the
operation of the business of manufacturing and marketing the
Autoeye system on a worldwide basis to last for a period of ten
years with an option to renew the license agreement for an
additional ten years at no further cost to Remote. Under the
terms of the Agreement, Autoeye is responsible for all costs and
expenses incurred by Remote in the operation of its business
during the development of the project until the Autoeye system is
ready to market. The costs include, but are not limited to,
manufacturing costs, registration fees and employee salaries. In
addition, during the development phase, Autoeye is to provide
Remote with office space, at no cost to Remote, to perform its
administrative tasks, sales, marketing, research and development
of the Autoeye system.
Remote is currently negotiating a letter of intent with Telus
Corporation, Canada's second largest telecommunications company
with 1999 revenues of US$3.9 billion. Telus is a multinational
corporation serving approximately 7 million customers - 23% of
Canada's population. To date, negotiations and open discussions
have been conducted in regards to Telus being responsible for
assuming the surveillance function and initiating the dispatch of
a pre-determined security agent of all the multi-vehicle systems
installed and operational in Canada and the U.S. In addition,
Telus would be responsible for overseeing the maintenance and
monitoring of software/hardware in regards to the Autoeye
project. Further ongoing open discussions/negotiations have also
been conducted with Telus in regards to Telus extending the use
of its national sales team to assist Remote in marketing the
Autoeye product to their clientele base. Remote anticipates this
letter of intent to be completed within 30 to 90 days of the
effectiveness of this registration statement. In the interim,
direct sales of the Autoeye system will be conducted by Remote.
We have a web-site that can be visited at www.runcorp.com.
Business of Issuer
Remote is in the testing stages of the Autoeye system for
wireless multi-vehicle surveillance of motor vehicles. We plan to
develop and market the 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. We also plan to 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.
We are currently nearing completion of Phase II testing of the
Autoeye system. Consequently, Remote has no sales of this system
to date and product inventory is limited to what is currently
being utilized in the testing. Subsequent to finalization of the
testing, Remote will offer the Autoeye system to multi-vehicle
parking lots, primarily the automobile dealer industry, where
theft and vandalism is one of the fastest growing concerns. The
Autoeye system includes multiple sensor units, which are placed
one per vehicle. Each vehicle will be monitored on a full-time
basis and any incidence of theft or vandalism will be reported by
the system at the time of the event, allowing for an immediate
response. The Autoeye system will be tailored to the needs of
the automobile dealers market throughout North America. Once the
auto dealership market is established, Remote plans to also offer
surveillance systems to other applications such as large
overnight vehicle parking lots, fleet lots, trucking companies
and parking garages.
Consisting of a wireless sensor unit that is placed in a vehicle,
the Autoeye system reports to the central control computer via a
radio frequency network. The sensor monitors changes in voltage,
vehicle attitude or motion. The software that drives the central
processing unit interprets information gathered throughout the
network and reacts as required. When an alarm incident occurs,
the central processing unit initiates the central controlled
television cameras to begin recording the event. In this way the
alarm is confirmed and recorded.
Management believes that the Autoeye system is the first of its
kind in the security industry to use radio frequency 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 repeaters to ensure
the integrity of the total system at all times.
The Autoeye system can 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 the Autoeye motor vehicle security system by initially
introducing the system 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 are developing a marketing plan to introduce and expand our
market base. Once the multi-vehicle systems have been
successfully launched through automobile dealers, we plan to
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.
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 Autoeye system 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 limit
liability and insurance exposure
Initially, direct sales will be targeted towards the automobile
insurance companies and will be conducted in-house. Sales
individuals will be retained by Remote 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 Remote in marketing the Autoeye
system to their clientele base.
Industry Analysis
According to the Doane Raymond Survey 1998, the North American
primary market consists of over 22,000 new vehicle and 80,000
used vehicle automobile dealerships. The ratio is 5 used vehicle
dealerships for every 1 new vehicle dealership in Canada and 8
used vehicle dealerships for every 1 new vehicle dealership in
the United States. Forty percent of the dealerships in North
America are foreign (Japanese cars, etc.). (Source(s): The
Internet/US government stats/ National Automobile Dealership
Association/ Automobile Industries Association/ US Census Bureau/
Bizstats.com.)
1. Insurance incentives will provide opportunities for
expansion and growth (ongoing discussions with Chrysler Insurance
Corporation - subsidiary of Chrysler Financial Corp. Canada and
The Hartford, Canada).
2. Remote anticipates market penetration during the first year
to be modest, at 1/5 of 1% (44 dealerships), with anticipated
growth to 1.47% (323 dealerships) within the next five years.
(Source: Doane Raymond Survey 1998.)
3. Management anticipates the marketplace to remain stable,
allowing for consistent growth and demand. Although there has
been a small decline in the number of incidents of auto theft and
vandalism reported over the past five years, the dollar value of
the vehicles has increased. In the United States, the F.B.I.
reported that auto theft is an estimated $7.5 billion business
and continues to grow despite the declining theft rate across the
country. The F.B.I. reported 8.4% less reported car thefts had
occurred in 1998 compared to 1997, but the average value of the
cars stolen was 11% higher. That means the auto theft industry's
cost to consumers and insurers rose $200 million in 1998.
(Source: F.B.I./Insure.com -
http://www.insure.com/auto/thefts/thefts100.html).
4. Further market opportunities will be facilitated with
expanding product line options. Research and development is
currently being conducted on a consumer version while providing
system servicing to Remote's customers.
Phase I of testing of the Autoeye system, which has been
completed, was conducted on a limited basis with only a few
vehicle security sensors operating simultaneously under
laboratory and field conditions. The object of Phase I of testing
was to verify that the original theoretical concept/design
operated in practice as anticipated. The results of Phase I of
testing indicated that the product operated as expected in these
limited conditions.
Phase II of testing is currently being conducted. Its object is
to verify the original concept under a fully operational
environment, in the field utilizing more than 300 vehicle
security sensors in a working environment, such as a dealership
lot. Remote anticipates completion of Phase II of testing before
the end of the first quarter 2001. Results from the completion
of Phase II of testing will indicate whether or not the Autoeye
system operates as expected in a multi-vehicle lot, alarming of
any incidence of vehicle theft, intrusion, vandalism as it occurs
to a central monitoring station and assists/enhances inventory
management control. Upon the successful completion of Phase II
of testing, one of Remote's leading suppliers of the wireless
technology, Murandi Communications Ltd., will be making
application to the Federal Communications Commission (F.C.C.) and
Industry Canada on Remote's behalf in regards to the use of a
specific radio band (900 MHz). As the 900 MHz radio bandwidth
falls within the public sector, Remote has been assured by
Murandi that the application for registration being sought is
purely a formality. The cost of registration with the F.C.C. and
Industry Canada is US$15,000.00. Autoeye, as a condition of the
license agreement with Remote, will bear these development costs.
Upon registration with the F.C.C. and Industry Canada, the
Autoeye system will be ready to market.
Management is unaware of any equivalent product currently using
this proactive technology, which combines inventory management
control and security control. With the Autoeye system, a central
monitoring station is notified instantly when a vehicle is being
stolen or vandalized, as opposed to reactive/recovery technolog,y
such as Onstar and LoJack, which can only be utilized after the
discovery that a 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. Our main suppliers are Murandi Communications Ltd.,
Mouser Electronics and Digi-Key Corporation. To date, these
expenses have been paid by Autoeye as a condition of the license
agreement. Remote will not be responsible for these expenses
until the product is ready to market.
Through the license agreement with Autoeye, Remote has been
granted the use of Patent Pending CA 2224671, which covers the
wireless remote sensor of the Autoeye system. The initial
application for the patent expired on October 12, 2000 so
reapplication was made in September 2000. Once the patent has
been finalized, it will be valid for a period up to 20 years.
The Patent Pending, currently under review, is expected to be
completed by the second quarter of 2001. As of the date of the
prospectus, Remote has not been made aware of any similar
technology to the Autoeye system by the Patent Office.
Pursuant to the terms of the license agreement with Autoeye, all
costs of research and development of the Autoeye system incurred
by Remote will be paid by Autoeye. During the last two fiscal
years, Autoeye has paid research and development costs of
US$560,000. No research and development costs were borne by
either Remote or its customers.
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 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.
We are in the developmental stage and have no established
source of revenue. We are currently developing a business plan
to market certain products they are entitled to distribute and
sell under the license agreement with Autoeye. We plan to take
the following steps that we believe will be sufficient to
provide us with the ability to continue in existence:
1. A private placement for the sale of shares of Remote's
common stock seeking to raise between US$500,000.00 and
US$5 million, subject to market conditions, over the
next 3 to 24 months, which Remote will utilize in
purchasing inventory, marketing and general working
capital purposes. The exact amount required will be
determined by the then current market conditions, and
the status of cash flow within Remote.
2. Generate sales from the marketing of the product under
the license agreement. This is expected to be
conducted from the second quarter of 2001, once Phase
II of testing and registration with the F.C.C. and
Industry Canada has been completed. Management
estimates that each auto dealership that purchases the
Autoeye system will on average result in net revenues
of US$50,000.00 to Remote. We hope to sell a minimum
of 44 systems during 2001 (1/5 of 1% of new auto
dealerships in North America), thereby bringing in net
revenues of approximately US$2,200,000. We are
currently conducting ongoing discussions with large
auto manufacturing companies and auto insurance
companies in regards to the sale of the Autoeye product
and we anticipate securing contracts in the second
quarter of 2001, subject to completion of testing and
registration.
3. Secure a line of credit with an established financial
institution to assist with the purchasing of inventory,
marketing and general working capital purposes, should
it be decided by management that raising of funds by
means of a private placement would be detrimental to
Remote and its shareholders due to adverse stock market
conditions, and cash flow is limited as a result of
little or no revenues.
Our monthly expenditures are minimal as Autoeye bears the
operational and development costs pursuant to license agreement.
Autoeye's monthly expenses are approximately US$12,000.
Management of Remote expects to seek additional capital/ funding
in the next 3-6 months as outlined above.
Description of Property
Our principal administrative, sales, marketing, research and
development offices are 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.
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
On June 30, 1999, Remote entered into a license agreement with
Autoeye, Inc. pursuant to which Remote acquired the rights for
the use of the trademarks, trade names, insignia and other
indicia for the Autoeye multi-vehicle in exchange for 7,200,000
shares (52.55%) of Remote's outstanding common stock. Under the
agreement, Autoeye is responsible for Remote's operational and
development costs of its product. Certain of Remote's officers
and directors are also officers, directors and/or shareholders of
Autoeye.
Mr. David Phan, President and director of Remote, is also a
current director of Autoeye. Mr. Phan beneficially owns with his
wife 11.7% of Autoeye's outstanding common stock.
Mr. Robert Gentles, Chief Financial Officer of Remote, is also
the current President of Autoeye. Mr. Gentles owns less than 1%
of Autoeye's outstanding common stock. Autoeye is not a publicly
traded company.
Mr. Gerald Peatz, Secretary, Treasurer and director of Remote, is
also a current director of Autoeye. Mr. Gerald Peatz owns less
than 5% of Autoeye's outstanding common stock.
During fiscal year 2000, Mr. Phan made periodic loans to Remote
totalling $217,000. The loans are non-interest bearing and
payable upon demand.
Market for Common Stock and Related Shareholder Matters
Market Information
At present, our shares are not traded publicly. Remote hopes to
have its common stock quoted on the NASDAQ OTC Bulletin Board.
Holders
There are approximately 287 holders of Remote's common stock.
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.
Shares Eligible for Future Sale
10,005,000 of the 13,700,000 outstanding shares of Remote's
common stock are "restricted securities," as that term is defined
in Rule 144 promulgated under the Securities Act, and as such may
only be sold pursuant to an effective registration statement
under the Securities Act, or in compliance with the exemption
provisions of Rule 144 or pursuant to another exemption under the
Securities Act.
In general, under Rule 144 a person (or persons whose shares are
aggregated) who has beneficially owned shares acquired in a non-
public transaction for at least one year, including persons who
may be deemed affiliates of Remote (as that term is defined under
the Act) would be entitled to sell within any three-month period
a number of shares that does not exceed the greater of 1% of the
then outstanding shares of common stock, or the average weekly
reported trading volume on all national securities exchanges and
through NASDAQ during the four calendar weeks preceding such
sale, provided that certain current public information is then
available. If a substantial number of the shares owned by these
shareholders were sold pursuant to Rule 144 or a registered
offering, the market price of the common stock could be adversely
affected.
All shares registered in the instant offering shall be eligible
for resale to the general public should there be a need for this
type of securities. Remote makes no representations or guarantee
that the shares registered hereunder shall have a market for
resale.
Executive Compensation
No retirement, pension, profit sharing, stock option or insurance
programs or other similar programs have been adopted by Remote
for the benefit of its employees. Executives and key management
are considered part-time employees and are paid on a monthly
basis.
Summary Compensation Table
Annual compensation Long term compensation
<TABLE> ----------------------- -----------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Awards Payouts
-------------------------
Name and Year Salary Bonus Other Restric Securit LTIP All
Position (1) ($) Annua ted ies Payou other
($) l Stock underly ts Comp.
Comp. Awards ing ($) ($)
($) ($) options
/ SARs
(#)
David Phan, 1999 0
C.E.O., 2000 0
President
Gerald Peatz, 1999 0
Sec/Treas 2000 15,600
Robert Gentles, 2000 15,600
C.F.O.
James 2000 15,600
Nikiforuk,
V.P.-
Sales/Marketing
Paul Chidley, 2000 6,000
Technical
Manager
Trevor 2000 15,600
Critchley,
Communications
</TABLE>
(1) No employee was compensated in excess of $100,000 during
fiscal years 1999 and 2000.
Option /SAR Grant in Last Fiscal Year
Individual Grants
<TABLE>
<C>
<S> <C> <C> <C>
Name Number of Percent of total Exercise Expiration
securities options / SARs or base Date
underlying granted to price
options / SARs employees in ($/sh)
Granted last fiscal year
(#)
N/A
</TABLE>
Financial Statements
The audited financial statements of Remote 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.
Remote Utilities Network, Inc.
(Formerly Alexander-West, Inc.)
(A Development Stage Company)
Financial Statements
December 31, 1999 And 1998 (Audited)
And
September 30, 2000 (Unaudited)
INDEX
<TABLE>
<C> <C>
Page
DECEMBER 31, 1999 AND 1998 (AUDITED):
Independent Auditors' Report F2
Balance Sheets F3
Statements Of Operations F4
Statement Of Stockholders' Equity F5
Statements Of Cash Flows F6
Notes To Financial Statements F7-F11
SEPTEMBER 30, 2000 (UNAUDITED):
Balance Sheets (Unaudited) F12
Statements Of Operations (Unaudited) F13
Statement Of Stockholders' Equity (Unaudited) F14
Statements Of Cash Flows (Unaudited) F15
Notes To Financial Statements F16-
F19
</TABLE>
- F1 -
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
- F2 -
Remote Utilities Network, Inc.
(A Development Stage Company)
Balance Sheets
<TABLE>
<S> <C> <C>
December
1999 1998
------- ---------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 1 $ -
Organizational cost, net - 800
--------- ---------
Total current assets 1 800
INTANGIBLE ASSETS, net amortization of $0 7,200 -
--------- ---------
TOTAL ASSETS $ 7,200 $ 800
========= =========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES - accounts payable $ 3,000 $ -
--------- ---------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $.001 par value;
20,000,000 shares authorized;
13,700,000 and 2,000,000 shares 13,700 2,000
issued and outstanding
Additional paid-in capital 40,500 -
Advances to stockholder ( 44,900) -
Deficit accumulated during the ( 5,099) ( 1,200)
development stage
--------- ---------
Total stockholders' equity 4,200 1,200
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' $ 7,201 $ 800
EQUITY
========= =========
</TABLE>
The accompanying notes are an integral part of
the financial statements.
- F3 -
Remote Utilities Network, Inc.
(A Development Stage Company)
Statements Of Operations
<TABLE>
<S> <C> <C> <C>
For the
Period
From January 22,
For the Year Ended 1996 (inception)
December 31, to December 31,
1999 1998 1999
REVENUE $ - $ - $ -
GENERAL AND ADMINISTRATIVE 3,899 400 5,099
EXPENSES
---------- --------- ----------
-
LOSS BEFORE TAXES ( 3,899) ( 400) ( 5,099)
(164,157)
PROVISION FOR INCOME TAXES - - -
---------- --------- ----------
-
NET LOSS $ (3,899) $ (400) $ (5,099)
========== ========= ==========
NET LOSS PER COMMON SHARE - basic $ 0.00 $ 0.00 $ 0.00
and diluted
========== ========= ==========
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING - basic and 10,944,260 2,000,000 4,529,920
diluted
========== ========= ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
- F4 -
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
Net loss - - - - (400) (400)
----------- ---------- --------- --------- ---------- --------
Balance at December 31, 2,000,000 2,000 - - (400) (400)
1996
Net loss - - - - (400) (400)
----------- ---------- --------- --------- ---------- --------
Balance at December 31, 2,000,000 2,000 - - (800)
1997
Net loss - - - - (400) (400)
----------- ---------- --------- ---------- ---------- --------
Balance at December 31, 2,000,000 2,000 - - (1,200)
1998
Issuance of shares for
cash:
March 8, 1999 at 350,000 350 3,150 - - 3,500
$0.01
March 26, 1999 at 405,000 405 3,645 - - 4,050
$0.01
March 29, 1999 at 250,000 250 2,250 - - 2,500
$0.01
March 30, 1999 at 1,595,000 1,595 14,355 - - 15,950
$0.01
March 31, 1999 at 1,900,000 1,900 17,100 - - 19,000
$0.01
Issuance of shares for 7,200,000 7,200 64,800 - - 7,200
acquisition
Advances to Stockholder - - - (44,900) - (44,900)
Net loss - - - - (3,899) (3,899)
----------- ---------- --------- ---------- ---------- --------
Balance at December 31, 13,700,000 $ 13,700 $ 40,500 $ (44,900) $ (5,099) 4,201
1999
=========== ========== ========= ========== ========== ========
</TABLE>
The accompanying notes are an integral part of the financial statements.
- F5 -
Remote Utilities Network, Inc.
(A Development Stage Company)
Statements Of Cash Flows
<TABLE>
<S> <C> <C> <C>
For the Period
For the Year Ended From January 22,
December 31, 1996 (inception)
to December 31,
1999 1998 1999
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (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 (99) - (2,099)
ACTIVITIES:
---------- -------- ----------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Advances to shareholder ( 44,900) - (44,900)
Issuance of common stock for cash 45,000 - 47,000
---------- -------- ----------
NET CASH PROVIDED BY FINANCING 100 - 2,100
ACTIVITIES
---------- -------- ----------
NET INCREASE IN CASH AND CASH 1 - 1
EQUIVALENTS
CASH AND CASH EQUIVALENTS - - - -
beginning
---------- -------- ----------
CASH AND CASH EQUIVALENTS - ending $ 1 $ - $ 15,466
========== ======== ==========
SUPPLEMENTAL DISCLOSURE OF 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 value of $7,200 as payment for a license agreement.
The accompanying notes are an integral part of the financial statements.
- F6 -
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 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 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.
- F7 -
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 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.
The Company periodically reviews the recoverability of
the assets in accordance with SFAS 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed of". The Company believes the
asset is fully recoverable at December 31, 1999.
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.
- F8 -
Remote Utilities Network, Inc.
(A Development Stage Company)
Notes To Financial Statements
December 31, 1999 And 1998
NOTE 2 -RELATED PARTY TRANSACTIONS
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 Autoeye legal services.
The advances will be repaid when the Company receives
further private financing.
Office and Administrative Expenses
The Company neither owns nor leases any real or
personal property. A stockholder provides office
services.
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 SAB 48, the Company
valued the transaction at the shareholders cost of the
license which totaled $7,200 or $.001 per share.
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.
In June 1999, the Company entered into a licensing
agreement with Autoeye, Inc., for use of the
trademarks, trade names, insignia, and other inertia
for the technology known as Autoeye Multi-vehicle
Surveillance System. In consideration of the license,
the Company issued 7,200,000 shares of its common stock
to Autoeye. The Company recorded the transaction at
the shareholder cost in accordance with SAB 48.
- F9 -
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> <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>
The reconciliation of the effective income tax rate to the
Federal statutory rate is as follows:
<TABLE>
<S> <C>
Federal Income Tax Rate ( 34.0)%
Deferred Tax Charge (Credit) -
Effect on Valuation Allowance 34.0%
State Income Tax, Net of Federal Benefit -
--------
Effective Income Tax Rate 0.0%
========
</TABLE>
- F10 -
Remote Utilities Network, Inc.
(A Development Stage Company)
Notes To Financial Statements
December 31, 1999 And 1998
NOTE 5 - INCOME TAXES (Continued)
At December 31, 1999 and December 31, 1998, the Company
had net carryforward losses of approximately $5,099 and
$1,200, respectively. Because of the current
uncertainty of realizing the benefit of the tax
carryforward, a valuation allowance equal to the tax
benefit for deferred taxes has been established. The
full realization of the tax benefit associated with the
carryforward depends predominantly upon the Company's
ability to generate taxable income during the
carryforward period. Net operating loss carryforwards
expire through 2019.
- F11 -
Remote Utilities Network, Inc.
(A Development Stage Company)
Balance Sheets
<TABLE>
<S> <C> <C>
September 30, December 31,
2000 1999
ASSETS (Unaudited)
CURRENT ASSETS
Cash and cash equivalents $ 15,466 $ 1
Inventory 49,954 -
Prepaid expenses 10,000 -
--------- ---------
Total current assets 75,420 1
PROPERTY AND EQUIPMENT 43,425 -
INTANGIBLE ASSETS 7,200 7,200
--------- ---------
TOTAL ASSETS $ 126,045 $ 7,201
========= =========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 13,848 $ 3,000
Due to related parties 222,154 -
--------- ---------
TOTAL LIABILITIES 236,002 3,000
--------- ---------
COMMITMENTS AND CONTINGENCIES - -
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, $.001 par value;
5,000,000 shares Authorized, -0-
shares issued and outstanding - -
Common stock, $.001 par value;
20,000,000 shares authorzied, 13,700,000
shares issued and outstanding 13,700 13,700
Additional paid-in capital 60,358 40,500
Advances to stockholder - ( 44,900)
Deficit accumulated during the (184,015) ( 5,099)
development stage
--------- ---------
Total stockholders' equity (deficit) (109,957) 4,201
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ 126,845 $ 7,201
========= =========
</TABLE>
The accompanying notes are an integral part of the financial
statements.
- F12 -
Remote Utilities Network, Inc.
(A Development Stage Company)
Statements Of Operations (Unaudited)
<TABLE>
<S> <C> <C> <C> <C> <C>
Cumulative
From
Inception
(January 22,
1996) to
For the Quarter Ended For the Nine Months Ended September
September 30, September 30, 30,
2000 1999 2000 1999 2000
REVENUE $ - $ - $ - $ - $ -
EXPENSES
General and administrative 142,611 3,059 178,916 3,078 184,015
expenses
---------- -------- ---------- -------- ----------
LOSS FROM OPERATIONS BEFORE
PROVISION FOR INCOME TAXES (142,611) (3,059) (178,916) (3,078) (184,015)
PROVISION FOR INCOME TAXES - - - - -
---------- -------- ---------- -------- ----------
NET LOSS $(142,611) $(3,059) $(178,916) $(3,078) $(184,015)
========== ======== ========== ======== ==========
NET LOSS PER COMMON SHARE
Basic and diluted $ (.01) $ (.00) $ (.01) $ (.00)
========== ======== ========== ========
</TABLE>
The accompanying notes are an integral part of the financial statements.
- F13 -
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 $0.001 2,000,000
2,000,000 2,000 - - - 2,000
Net loss - - - - (400) (400)
----------- ---------- --------- --------- ------------ ---------
Balance at December 31, 2,000,000 2,000 - - (400) 1,600
1996
Net loss - - - - (400) (400)
----------- ---------- --------- --------- ------------ ---------
Balance at December 31, 2,000,000 2,000 - - (800) 1,200
1997
Net loss - - - - (400) (400)
----------- ---------- --------- ---------- ------------ ---------
Balance at December 31, 2,000,000 2,000 - - (1,200) 800
1998
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, 13,700,000 13,700 105,300 (44,900) (5,099) 69,001
1999
Repayment from Stockholder - - - 44,900 - 44,900
(unaudited)
Contributed capital - - 19,858 - - 19,858
(unaudited)
Net loss (unaudited) - - - - (178,916) (178,916)
----------- ---------- --------- ---------- ------------ ---------
Balance at September 30, 13,700,000 $13,700 $ 60,358 $ - $(184,015) $109,987
2000 (unaudited)
=========== ========== ========= ========== ============ =========
</TABLE>
The accompanying notes are an integral part of the financial statements.
- F14 -
Remote Utilities Network, Inc.
(A Development Stage Company)
Statements Of Cash Flows (Unaudited)
<TABLE>
<S> <C> <C> <C>
Cumulative
From
Inception
(January
22,
For The Nine Months 1996)
Ended to
September 30, September
(Unaudited) 30,
2000 1999 2000
CASH FLOWS FROM OPERATING
ACTIVITIES
Net loss $(178,916) $(3,078) $(184,015)
Depreciation and Amortization 2,200 - 2,200
Adjustments to reconcile net loss
to net cash provided by (used in)
operating activities:
Prepaid Expenses (10,000) - (10,000)
Increase in accounts payable and 10,848 - 13,848
accrued expenses
---------- -------- ----------
Net cash provided by (used in) (175,868) (3,078) (177,967)
operating activities
---------- -------- ----------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Purchase of property and (45,625) - (45,625)
equipment
---------- -------- ----------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Due to/from related party 217,100 - 172,200
Capital contribution 19,858 - 19,858
Issuance of common stock for cash - - 47,000
---------- -------- ----------
Net cash provided by financial 236,958 - 239,058
activities
---------- -------- ----------
NET INCREASE IN CASH AND CASH 15,465 - 15,466
EQUIVALENTS
CASH AND CASH EQUIVALENTS - 1 - -
beginning
---------- -------- ----------
CASH AND CASH EQUIVALENTS - ending $ 15,466 $(3,078) $ 15,466
========== ======== ==========
SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION:
Cash paid for interest $ - $ - $ -
========== ======== ==========
Cash paid for 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 value of $7,200 as payment for a
license agreement.
During the third quarter of 2000, a related party contributed
inventory totaling $49,954, which was recorded as a loan due to
related party.
Beginning in the second quarter of 2000, a related party began
providing office space to the Company, which the Company recorded
as a capital contribution.
During 2000, the Company received an interest-free loan from a
related party, of which the interest expense is recorded as a
capital contribution.
The accompanying notes are an integral part of the financial
statements.
- F15 -
Remote Utilites Network, Inc.
(A Development Stage Company)
Notes To Financial Statements
September 30, 2000 (Unaudited)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a) Nature of Operations
The accompanying financial statements have been
prepared in accordance with generally accepted
accounting principles for interim financial information
and with the instructions to Form 10-QSB and Regulation
S-B. Accordingly, they do not include all of the
information and footnotes required by generally
accepted accounting principles for complete financial
statements. In the opinion of management, all
adjustments (consisting only of normal recurring
adjustments) considered necessary for a fair
presentation have been included.
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 ws 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.
b) 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 the financial statements and
the reported amounts of revenue and expenses during the
reporting period. Actual results could differ from
those estimates.
c) Basis of Presentation
The Company has no operations and has accumulated
losses since inception. This situation raises
substantial doubt about its ability to continue as
going concern. The accompanying financial statements do
not include any adjustments relative to the
recoverability and classification of asset carrying
amounts or the amount and classification of liabilities
that might result from the outcome of this
uncertainty. Management is currently seeking one or
more potential business ventures through acquiring or
merging with a company with viable operations.
d) Cash and Cash Equivalents
The Company considers all highly liquid
investments purchased with original maturities of three
months or less to be cash equivalents.
- F16 -
Remote Utilities Network, Inc.
(A Development Stage Company)
Notes To Financial Statements
September 30, 2000 (Unaudited)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
e) Inventory
Inventory is stated at the lower of cost or market
utilizing the first-in, first-out method ("FIFO").
Inventory consists mainly of various parts and raw
materials.
f) Property and Equipment
Property and equipment are recorded at cost.
Depreciation is computer using the straight-line method
based upon the estimated useful lives of the various
classes of assets. Maintenance and repairs are charged
to expense as incurred.
g) 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.
The Company periodically reviews the
recoverability of the asset in accordance with SFAS
121, "Accounting for the Impairment of Long-Lived
Assets and Assets to be Disposed of". The Company
believes the asset is fully recoverable at September
30, 2000.
h) Income Taxes
Income taxes are provided for based on the
liability method of accounting pursuant to Statement of
Financial Accounting Standards No. 109, "Accounting for
Income Taxes" ("SFAS No. 109"). 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.
i) Stock-Based Compensation
Statement of Financial Accounting Standards
("SFAS") No. 123, "Accounting For Stock-Based
Compensation," encourages, but does not require
companies to record compensation cost for stock-based
employee compensation plans at fair value. The Company
has chosen to continue to account for stock-based
compensation using the intrinsic value method
prescribed in Accounting Principles Board Opinion No.
25, "Accounting for Stock Issued to Employees," and
related interpretations accordingly, compensation cost
for stock options is measured as the excess, if any, of
the quoted market price of the Company's stock at the
date of the grant over the amount an employee must pay
to acquire the stock.
j) Earnings Per Share
SFAS No. 128, "Earnings Per Share" requires
presentation of basic earnings per share ("Basic EPS")
and diluted earnings per share ("Diluted EPS").
The computation of basic earnings per share is
computed by dividing income available to common
stockholders by the weighted average number of
outstanding common shares during the period. Diluted
earnings per share gives effect to all dilutive
potential common shares outstanding during the period.
The computation of diluted EPS does not assume
conversion.
- F17 -
Remote Utilities Network, Inc.
(A Development Stage Company)
Notes To Financial Statements
September 30, 2000 (Unaudited)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
j) Earnings per Share (continued)
exercise or contingent exercise of securities that
would have an antidilutive effect on earnings. The
shares used in the computations were as follows:
<TABLE>
<S> <C> <C>
September 30,
2000 1999
Basic and diluted
13,700,000 13,700,000
========== ==========
</TABLE>
k) Comprehensive Income
In June 1998, the Financial Accounting Standards
Board issued SFAS No. 130, "Reporting Comprehensive
Income", was issued establish standards for the
reporting and display of comprehensive income and its
components in the financial statements. As of
September 30, 2000, the Company has no items that
represent comprehensive income, therefore, has not
included a schedule Comprehensive Income in the
accompanying financial statements.
l) Prepaid Expense
Prepaid expense consists of the cost of a service
agreement entered into with an outside party. The
asset will be amortized over the life of the agreement,
which is approximately a year from the date of the
financial statement.
NOTE 2 - RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or
personal property. A stockholder provides office
services without charge. The cost of these office
services has been recorded in the statement of
operations as of September 30, 2000, with a
corresponding contribution to capital at September 30,
2000.
During the nine months ended September 30, 2000, a
related party sold $49,954 of inventory to the Company.
This payable is recorded in due to related party.
In 2000, the Company received an interest-free
loan from a related party of which the inherent
interest expense was recorded as contributed capital.
The loan will be repaid when sufficient capital is
available, which the Company expects will be within a
year of the date of the financial statements.
- F18 -
Remote Utilities Network, Inc.
(A Development Stage Company)
Notes To Financial Statements
September 30, 2000 (Unaudited)
NOTE 3 - PROPERTY AND EQUIPMENT
Property and equipment at cost, consisted of the following:
<TABLE>
<S> <C> <C>
September 30,
2000 1999
Computer Equipment $10,285 $ -
Computer Software 18,808 -
Furniture and Office 13,225 -
Equipment
Leasehold Improvement 3,307 -
-------- -------
- -
45,625 -
Less: Accumulated (2,200) -
Depreciation
-------- -------
- -
Net Property and $43,425 $ -
Equipment
======== =======
</TABLE>
For the nine months ended September 30, 2000, depreciation and
amortization expense was $2,200.
- F19 -
Changes In and Disagreements With Accountants
On February 2, 2000, Remote engaged the accounting firm of
Merdinger, Fruchter, Rosen & Corso, P.C. to serve as its new
principal independent accountant. Merdinger, Fruchter, Rosen &
Corso, P.C. replaces Grant Thornton LLP as the Company's
principal auditor.
The dismissal of Grant Thornton LLP was approved by Remote's
board of directors on February 2, 2000.
The former accountant's report on the financial statements for
the fiscal year 1998 did not contain an adverse opinion or
disclaimer of opinion, and was not qualified as to uncertainty,
audit scope or accounting principles, nor did it contain a "going
concern" qualification. The new principal accountant's report for
the past two fiscal years has been modified to contain a "going
concern" qualification.
During the two most recent fiscal years and the subsequent
interim period preceding the dismissal of Grant Thornton LLP,
there were no disagreements with the former accountant on any
matters of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which
disagreement(s), if any, if not resolved to the satisfaction of
the former accountant would have caused it tomake reference to
the subject matter of the disagreement(s), if any, in connection
with its reports.
Where You Can Find MOre Information
Remote has filed a registration statement on Form SB-2 with the
Commission under the Securities Act for the registration of the
common stock offered by this prospectus. For purposes of this
prospectus, the term registration statement means the
registration statement and any and all amendments thereto. This
prospectus omits certain information contained in the
registration statement as permitted by the rules and regulations
of the Commission. For further information with respect to Remote
and the common stock offered, please refer to the registration
statement, including the exhibits thereto. Statements contained
in this prospectus concerning the contents of any contract or
other document are not necessarily complete, and where such
contract or other document is an exhibit to the registration
statement, or otherwise, each such statement, is qualified by the
provisions of such exhibit.
We are subject to the informational requirements of the Exchange
Act, and in accordance therewith we will file reports, proxy and
information statements, and other information with the
Commission. Reports, registration statements, proxy and
information statements, and other information filed by us with
the Commission. The registration statement can be inspected and
copied at prescribed rates at the public reference facilities
maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, NW, Room 1024, Washington, D.C. 20549. Copies of these
materials may be obtained at prescribed rates from the Public
Reference Section of the Commission at 450 Fifth Street, NW, Room
1024, Washington, D.C. 20549, by calling 1-800-SEC-0330. The
Commission maintains a site on the World Wide Web
(http://www.sec.gov) that contains reports, registration
statements, proxy and information statements, and other
information.
Outside back cover page of prospectus
Until _____________, 20___, all dealers that effect transactions
in these securities, whether or not participating in the
offering, may be required to deliver a prospectus. This is in
addition to the dealers' obligation to deliver a prospectus when
acting as underwriters and with respect to their unsold
allotments or subscriptions.
No person is authorized to give any information or to make any
representation other than those contained in this prospectus, and
if given or made, such information or representation must not be
relied upon as having been authorized. This prospectus does
constitute an offer to sell or a solicitation of an offer to buy
any securities other than the shares offered by this prospectus
or an offer to sell or a solicitation of an offer to buy the
shares in any jurisdiction to any person to whom it is unlawful
to make such an offer or solicitation in such jurisdiction.
-------------------------------
Up to 100,000 Shares
Remote Utilities Network, Inc.
Common Stock
-------------------------------
Prospectus
-------------------------------
Remote Utilities Network, Inc.
540 5th Ave. S.W., Suite 930
Calgary, Alberta, Canada T2P 0M2
(403) 264-7356
Part II
Information Not Required in Prospectus
Item 24. Indemnification of Directors and Officers
Remote's Articles of Incorporation and By-laws provide that the
Corporation shall indemnify any Directors, Officer, Employee or
Agent of the Corporation who was or is party or is threatened to
be made a party to any threatened, pending or completed action,
suit, or proceeding, whether civil, criminal, administrative, or
investigative (other than an action by or in the right of the
Corporation) by reason of the fact that he is or was a Director,
Officer, employee or agent of the Corporation or is or was
serving at the request of the Corporation as a Director, Officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and, in the
case of conduct in his official capacity with the Corporation, in
a manner he reasonably believed to be in the best interest of the
Corporation, or, in all other cases, that his conduct was at
least not opposed to the Corporation's best interests. In the
case of any criminal proceeding, he must have had no reasonable
cause to believe his conduct was unlawful.
The termination of any action, suit or proceeding by judgment,
order settlement, conviction, or upon a plea of nolo contendere
or its equivalent, shall not, or itself, determine that the
individual did not meet the standard of conduct set forth in this
paragraph.
Remote currently maintains no director's and officer's insurance
policy or any liability insurance concerning its officers and
directors.
Item 25. Other Expenses of Issuance and Distribution
<TABLE>
<S> <C>
SEC Registration Fee $ 2.64
Blue Sky Fees and Expenses $ 0.00
Legal Fees and Expenses $ 10,000.00
Accountants' Fees and Expenses $ 0.00
Miscellaneous $ 500.00
</TABLE>
The above expenses, except for the SEC fees, are estimated. All
of the expenses listed above will be paid by Remote.
Item 26. Recent Sales of Unregistered Securities
On February 22, 1999, Remote offered and sold a total of
4,500,000 shares of its common stock for the offering price of
$.01 per share to a total of 15 individuals for a total
consideration of $45,000.00 cash pursuant to an Offering Circular
dated February 15, 1999, made in reliance on Rule 504 of
Regulation D of the Securities Act. All sales, state and federal
compliance, and receipts of funds for the payment of the shares
were completed prior to April, 1999, therefore, shares were
issued without restriction to the "non-affiliate" subscribers of
the Rule 504 offering and subsequently may be transferred,
offered, sold or traded in any public market which may develop
for the Company's common stock without the benefit of a
registration statement or opinion of counsel. Shares purchased
by "affiliates" as defined by Rule 144 of the Securities Act are
deemed restricted and the holders are subject to the affiliate
requirements of Rule 144.
On June 30, 1999, Remote 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.
Item 27. Exhibits and Financial Statement Schedules
(a) Exhibits
Number Description
3.1* Articles of Incorporation (incorporated by
reference to Exhibit 3.1 to the Registrant's
registration statement on Form 10-SB filed with
the Securities and Exchange Commission on May 24,
2000, File No. 000-30705).
3.2** Articles of Amendment to Articles of
Incorporation.
3.3* By-laws of the Registrant (incorporated by
reference to Exhibit 3.2 to the Registrant's
registration statement on Form 10-SB filed with
the Securities and Exchange Commission on May 24,
2000, File No. 000-30705).
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 (incorporated by reference to Exhibit 10.1
to the Registrant's registration statement on
Form 10-SB filed with the Securities and Exchange
Commission on May 24, 2000, File No. 000-30705).
10.2** Addendum to License Agreement Dated June 30,
1999, dated December 12, 2000.
16.1** Letter re change in certifying accountant dated
April 11, 2000 (incorporated by reference to
Exhibit 16 to the Registrant's registration
statement on Form 10-SB filed with the Securities
and Exchange Commission on May 24, 2000, File No.
000-30705).
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.
24.1* Power of Attorney (included on the Signature
Page).
* Previously filed with the initial filing on Form SB-2,
November 1, 2000.
** Filed herewith.
(b) Financial statement schedules:
All applicable information is included in the audited financial
statements.
Item 28. 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 notwith-
standing 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.
(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 Reno, State of Nevada, on January 4, 2001.
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:
<TABLE>
<S> <C> <C>
Signature Title Date
/s/ David Phan President (Chief Executive January 4, 2001
David Phan Officer) and Director
/s/ Gerald S. Peatz Secretary/Treasurer and January 4, 2001
Gerald S. Peatz Director
/s/ Robert Gentles Chief Financial Officer January 4, 2001
Robert Gentles
</TABLE>
