SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
TO
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS UNDER SECTION 12(b)
OR 12(g) OF THE SECURITIES EXCHANGE OF 1934
Be Safe Services, Inc.
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(Name of Small Business Issuer in Its Charter)
State of Delaware 11-3479172
- -------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
62-45 Woodhaven Boulevard, Rego Park, New York 11374
-----------------------------------------------------
(Address of Principal Executive Offices)
(718) 651-5400
-------------------------
Issuers telephone number
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock
-----------------
(Title of class)
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PART I
ITEM 1. DESCRIPTION OF THE BUSINESS
HISTORY
Be Safe Services, Inc., which we sometimes refer to here as the Company
was organized in the State of Delaware on March 16, 1999. We intend to
distribute, install and service alarm and surveillance systems. We also intend
to provide prospective customers with enhanced services that include:
- extended service protection;
- patrol and alarm response;
- two-way voice communication;
- pager service;
- medical information service;
- cellular back-up; and
- mobile security service.
BUSINESS
At present the Company does not provide any product or services.
Management estimates that it will commence operations on or about January 1,
2000. Our principal activity will be responding to the immediate security and
safety needs of our customers 24 hours a day. It is expected that once the
Company commences operations the majority of its revenue will be generated from
installing, maintaining and monitoring alarm systems in our customers' homes and
businesses.
We intend to provide our services to the residential (both single
family and multifamily residences), commercial and wholesale customers. We
believe that the residential customer is the most attractive segment of the
alarm business because of a lower percentage of residences currently having
alarms versus businesses and therefore this segment has the largest potential
for growth and higher gross margins.
In the New York metropolitan area a large percentage of the population
reside in multifamily dwellings. We intend to market our products and services
primarily to developers, building owners, cooperative boards and managers of
apartment complexes. We believe this targeted group is the most effective means
of generating sales in the multifamily dwelling market.
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THE SECURITY ALARM INDUSTRY
The North American security industry is large, growing rapidly and
characterized by a high degree of fragmentation and a lower percentage of
residences having alarms versus businesses. We believe that several favorable
demographic trends, including the aging population, two-income families, home
officing, as well as a strong economy and increased perception of crime have all
contributed to an increased demand for security alarms and related services.
OPERATIONS
Our operations will consist principally of installing security alarms
systems, alarm monitoring and customer service functions.
Security alarm systems include many different types of devices
installed at customers' premises designed to detect or to react to various
occurrences or conditions, such as intrusion or the presence of fire or smoke.
In general, systems for multifamily and residential applications tend to be
smaller in size than those used by commercial customers, and also tend to
generate a lower level of alarm signals than in commercial applications. These
devices are connected to a computerized control panel that communicates through
the phone lines to a service center. In most systems, control panels can
identify the nature of the alarm and the areas within a building where the
sensor was activated, and can transmit that information to a central monitoring
station.
The basic system to be sold by us will include monitoring of the front
and back doors of a home, one keypad, an interior motion detection device, a
central processing unit with the ability to communicate signals to a central
monitoring station, a panic button, a siren, window decals and a yard sign. This
basic system often will be offered for little or no up-front price, but will be
sold to a customer with additional equipment customized to a customer's specific
needs. Such equipment add-ons include additional perimeter and interior
protection, fire protection devices (heat and smoke detectors), environmental
protection devices (freeze sensors and water detectors, additional panic buttons
and home automation devices (lighting or appliance controls). Our employees will
provide all services related to the installation of security alarm systems.
Customer Contracts
Once we commence operations, our alarm monitoring customer contracts
will be entered into between the Company and the customer and generally will
have initial terms ranging from one to five years in duration, and provide for
automatic renewals for a fixed period (typically one year) unless we or the
customer elects to cancel the contract at the end of its term.
Typically, the Company and the customers enter into alarm monitoring
contracts that include a bundled monthly charge for monitoring, extended service
protection and a rebate against the homeowners' insurance deductibles in the
event of a loss. All payments are made directly to the Company. In turn, the
Company will pay a monitoring company for monitoring a particular customer's
alarm system. The Company will retain approximately 65% of the customers annual
monitoring contract. This percentage differs depending upon the other service
items bundled in the contract. Extended service protection covers the normal
costs of repair of
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the security system after the expiration of the security system's initial
warranty period. A typical homeowners insurance policy carries a deductible,
usually between $100 and $1,000. Our proposed rebate program will cover the
customer for the deductible portion of their homeowner's insurance. Although a
customer may elect to sign an alarm monitoring contract that excludes extended
service protection, few customers choose to do so, and we believe the bundling
of monitoring and extended service protection provides additional value to
customers and allows us to provide more efficient field repair services.
We intend to contract with several independent companies to provide
central station monitoring for our customers. These centers operate 24 hours per
day, seven days a week, including all holidays. Each operator within a service
center monitors a computer screen that presents real-time information concerning
the nature of the alarm signal, the customer whose alarm has been activated, and
the premises on which such alarm is located. The Company does not intend on
becoming a monitoring company, therefore, the Company will be relying on
employees of the several independent monitoring companies the Company intends to
contract with. Each operator receives training that includes familiarization
with substantially every type of alarm system in our customer base. This enables
the operator to tell customers how to turn off their systems in the event of a
false alarm, thus reducing the instances in which a field service person must be
dispatched. All telephone conversations are automatically recorded. Other
non-emergency administrative signals are generated by low battery status,
deactivation and reactivation of the alarm monitoring system, and test signals,
and are processed automatically by computer.
Enhanced Services
As a means to increase revenues and to enhance customer satisfaction,
we will offer customers an array of enhanced security services, including
extended service protection and several different types of alarm verification.
These services position us as a full service provider and give dealers more
features to sell in their solicitation of new customers. We intend to actively
solicit our customers for interest in these services. The following provides
additional detail on enhanced services:
- Extended Service Protection, which covers the normal costs of
repairing the system during normal business hours, after the
expiration of the initial warranty period. A typical security system
comes with an initial one(1) year warranty which covers parts and
labor. The extended service protection provides the customer with a
warranty beyond the initial warranty and it typically costs $200 per
year and provides for the repair or replacement of all parts and
equipment installed as part of the security system, including window
contacts, battery replacements for wireless devices, and motion
detectors. It also includes normal maintenance on all wiring. The
extended services protection on multi-family dwellings is
considerably more expensive ranging on equipment used and size of
installation.
- Two-Way Voice Communication (Remote Audio Verification), which
consists of the ability, in the event of an alarm activation, to
listen and to talk to persons at the monitored premises from the
service center through speakers and microphones
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located within the premises. Among other things, such remote audio
verification helps us to determine whether an alarm activation is
a false alarm.
- Supervised Monitoring Service, which allows the alarm system to send
various types of signals containing information on the use of the
system, such as which users armed or disarmed the system and at what
time of the day. This information is supplied to customers for use
in connection with the management of their households or businesses.
Supervised monitoring service can also include a daily automatic
test feature.
- Pager Service, which provides the customer with standard pager
services that also enables us to reach the customer in the event of
an alarm activation.
- Wireless Back-Up, which permits the alarm system to send signals
over a cellular telephone or dedicated radio system, in the event
that regular telephone service is interrupted.
- Alarm Response and Patrol Service, which provides customers in
selected markets with rapid, on-premises response to and
verification of alarms by armed officers.
- Medical Information Service, which provides a responder with our
customers' specific medical needs, as well as emergency contacts
whether home or away.
ADVERTISING AND MARKETING
We intend to use local radio, local newspaper and direct mail with
promotional messages to create sales leads and general brand awareness.
COMPETITION
The security alarm industry is highly competitive and highly
fragmented. The top five alarm companies in the New York metropolitan area, as
estimated by management, are:
- ADT Security Services, a subsidiary of Tyco International, Inc.
("ADT");
- Protection One;
- Security Link from Ameritech, Inc., a subsidiary of Ameritech
Corporation;
- Brinks Home Security Inc., a subsidiary of The Pittston Services
Group of North America; and
- Honeywell Inc.
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Competition in the security alarm industry is based primarily on
reliability of equipment, market visibility, services offered, reputation for
quality of service, price and the ability to identify and to solicit prospective
customers as they move into homes. We believe that we will compete effectively
with other national, regional and local security alarm companies due to
management's reputation for being reliable locksmiths, our prominent presence in
the areas in which we intend to do business due to the fact that the Company is
centrally located in the New York area, approximately 20 minutes from all five
boroughs of New York City, and our marketing alliances with developers, building
owners, cooperative boards and managers of apartment complexes. Presently Mr.
Erber provides these entities with the best price available for locks and
similar devices, and in exchange these entities list Mr. Erbers' locksmith
business as a preferred vendor. The Company intends to utilize the alliances in
the same manner. The Company will provide developers, building manages and
cooperative boards with alarm systems for the building complexes common areas at
the best rates possible. In exchange, these entities will list the Company as a
preferred vendor to be used by their building tenants and coop and condominium
owners.
REGULATORY MATTERS
A number of local governmental authorities have adopted or are
considering various measures aimed at reducing the number of false alarms. Such
measures include:
- subjecting alarm monitoring companies to fines or penalties for
transmitting false alarms;
- permitting of individual alarm systems and the revocation of such
permits following a specified number of false alarms;
- imposing fines on alarm customers for false alarms;
- imposing limitations on the number of times the police will respond
to alarms at a particular location after a specified number of false
alarms; and
- requiring further verification of an alarm signal before the police
will respond.
Our operations are subject to a variety of other laws, regulations and
licensing requirements of both domestic and foreign federal, state, and local
authorities. In certain jurisdictions, we are required to obtain license or
permits, to comply with standards governing employee selection and training, and
to meet certain standards in the conduct of our business. Many jurisdictions
also require certain of our employees to obtain licenses or permits. Those
employees who serve as patrol officers are often subject to additional licensing
requirements, including firearm licensing and training requirements in
jurisdictions in which they carry firearms.
The alarm industry is also subject to requirements imposed by various
insurance, approval, listing, and standards organizations. Depending upon the
type of customer served, the type of security service provided, and the
requirements of the applicable local governmental
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jurisdiction, adherence to the requirements and standards of such organizations
is mandatory in some instances and voluntary in others.
Our advertising and sales practices are regulated in the United States
by both the Federal Trade Commission and state consumer protection laws. In
addition, certain administrative requirements and laws of the foreign
jurisdictions in which we operate also regulate such practices. Such laws and
regulations include restrictions on the manner in which we promote the sale of
our security alarm systems, the obligation to provide purchasers of our alarm
systems with certain rescission rights and certain foreign jurisdictions'
restrictions on a company's freedom to contract.
Our alarm monitoring business utilizes telephone lines and radio
frequencies to transmit alarm signals. The cost of telephone lines and the type
of equipment which may be used in telephone line transmission are currently
regulated by both federal and state governments. The Federal Communications
Commission and state public utilities commissions regulate the operation and
utilization of radio frequencies. In addition, the laws of certain of the
foreign jurisdictions in which we operate regulate the telephone communications
with the local authorities.
At present we are in compliance with all of the above discussed
regulations. We do not anticipate any difficulties peculiar to our operations in
complying with future governmental regulations.
RISK MANAGEMENT
The nature of the services provided by us potentially exposes us to
greater risks of liability for employee acts or omissions, or system failure,
than may be inherent in other businesses. Substantially all of our alarm
monitoring agreements and other agreements, pursuant to which we intend to sell
our products and services contain provisions limiting liability to customers in
an attempt to reduce this risk. Management believes that the Company will have
legal liability as a result of any losses incurred by a customer that relates to
the installation of an alarm system including losses related to properly
installed faulty equipment. In the case of faulty equipment, management believes
that the manufacturer will also have liability. Dangers related to problems
occurring at the monitoring level will probably expose the Company and its
independent monitoring company to legal liability.
We intend to carry insurance of various types, including general
liability and errors and omissions insurance in amounts management considers
adequate and customary for our industry and business. Management has contacted
several insurance brokers regarding insuring the Company's intended business and
has received quotes of insurance policies. Management believes it will be able
to obtain the kinds and amounts of insurance customary for the industry. Our
loss experience, and the loss experiences at other security service companies,
may affect the availability and cost of such insurance. Certain insurance
policies, and the laws of some states, may limit or prohibit insurance coverage
for punitive or certain other types of damages or liability arising from gross
negligence.
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EMPLOYEES
At March 31, 1999 we employed two individuals on a full time basis, of
which one is an executive officer. Ultimately, we expect to maintain a staffing
level of at least 15 to 20 employees.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL STATEMENTS.
REVIEW OF OPERATING RESULTS
We are a start-up company and have had no operating history nor any
revenues from earnings from operations. The success of our proposed plan of
operation will depend to a great extent on management's abilities to implement
our business plan.
CAPITAL NEEDS AND FUTURE REQUIREMENTS
We have raised, as of May 15, 1999, an aggregate of approximately
$16,500. While these monies have allowed us to commence minimal operations, it
is not enough to sustain our business plan. In order for us to begin full
operations we will need to raise cash immediately. We do not have enough funds
to sustain our business for the next twelve months, accordingly, we will need to
raise cash during the next twelve months. Upon the effectiveness of this
Registration Statement, we intend to raise funds for the expansion of our
business and possible business acquisitions. There can be no assurance as to our
ability to raise additional funds and there can be no assurances that we will be
able to continue as an ongoing concern.
At present we do not have any expected purchases of a plant or
significant equipment. Additionally, upon raising additional cash, we intend to
staff the Company with at least 15 to 20 employees.
YEAR 2000
We have reviewed our internal computer systems and products and their
capability of recognizing the year 2000 and years thereafter. All software
utilized by us is Year 2000 compliant. At present we have not independently
tested security alarm systems we intend to install to insure their Year 2000
readiness. We have made inquiry with several of the manufacturers we intend to
purchase security systems from, each of whom has assured the Company that their
equipment is Year 2000 compliant. We have also surveyed the independent
companies we intend to contract for central stations monitoring. They have
advised us that they either are or will be Year 2000 compliant. Once we commence
operations we will only contract with monitoring companies that are fully Year
2000 compliant.
Based on the results of our on-going review, we believe that we have
identified and remediated critical issues regarding the equipment we intend to
install and the monitoring services we intend to provide. However, the most
reasonable likely worst-case scenario is to be found in the area of external
services, specifically firms providing electrical power, heating, ventilation
and air conditioning, and local and long distance telecommunications.
While we believe the total collapse of service providers is highly
unlikely, one or more of the following scenarios could occur:
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- temporary disruption of nationwide long-distance service;
- temporary disruption of local telephone service; or
- temporary interruption of electrical power.
To the extent customers did not receive timely and adequate responses
to alarms, we will be required to rely on a legal disclaimer of liability we
intend to provide in our customer service agreement for the acts or omissions of
third party agencies and for acts of God. The enforceability of such disclaimers
may be subject to judicial scrutiny.
We do not expect that our costs relating to Year 2000 compliance will
be material, however, we cannot predict the costs if a court holds us
responsible for failures in our products related to external service providers.
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ITEM 3. DESCRIPTION OF PROPERTY
Our corporate offices are located at 62-45 Woodhaven Boulevard, Rego
Park, New York 11375. We occupy approximately 500 square feet at a rental of
$200.00 per month from Mr. Jordan Erber, our Chairman and CEO. We believe that
the rental rate is fair and reasonable. We occupy this space on a month to month
basis. Our management believes the space is adequate to satisfy our customers
need at present. As we grow, the current space will be insufficient, however,
there is adequate space available in the area and management believes a move can
be accomplished with minimal or no disruption to its operations.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
This table describes the current ownership of our outstanding Common
Stock by (i) each of our officers and directors; (ii) each person who is known
by us to own more than 5% of the company's outstanding Common Stock; and (iii)
all of our officers and directors as a group:
<TABLE>
<CAPTION>
Amount and
Name and Address of Nature of Beneficial Percent of
Title of Class Beneficial Owner Owner Class
- -------------- ------------------- -------------------- -----------
<S> <C> <C> <C>
Common Stock Jordan Erber 778,000 17.16%
62-45 Woodhaven Blvd.
Rego Park, NY 11374
Common Stock Kathleen LaVeglia 290,000 6.39%
205-48 Brian Crescent
Bayside, NY 11360
Common Stock Robert Dehmer 10,000 .22%
171-31 21st Avenue
Whitestone, NY 11357
Common Stock Harriet Zahner 478,000 10.54%
571 Oak Drive
Far Rockaway, NY 11691
Common Stock Randi Hagler 300,000 6.62%
924 Northfield Road
Woodmere, NY 11598
Common Stock David Zahner 300,000 6.62%
848 Dickens Street
Woodmere, NY 11598
</TABLE>
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<TABLE>
<CAPTION>
<S> <C> <C> <C>
Common Stock LNE Trading Corp. (1) 643,000 14.17%
18 Weston Place
Lawrence, NY 11559
Common Stock Lottie Smolar 300,000 6.62%
63-04 108 Street, Apt. 3E
Forrest Hills, NY 11375
All officers and Directors
as a group (3 persons) 1,078,000 23.77%
- ------------------
</TABLE>
(1) Les and Joan Erber are the sole shareholders of LNE Trading Corp. Les
Erber is the brother of Jordan Erber.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
This table describes our current directors and executive officers:
Name Age Title
---- --- -----
Jordan Erber 39 President, Treasurer and Chairman of
the Board
Kathleen LaVeglia 43 Secretary &Director
Robert Dehmer 26 Director
Jordan Erber - President & Chairman of the Board of Directors - Mr. Erber has
been the Company's President, Treasurer and Chairman of the Board since its
inception. Since 1983 Mr. Erber has been President of Around the Clock Locksmith
Inc. Mr. Erber has been a licensed locksmith since 1981 and he has a license
from the New York State Burglar & Fire organization. This license was issued to
Mr. Erber upon the completion of a 60 hour course in the installation, wiring
and diagnostics of alarm systems. This license is required in the State of New
York to install and service burglar and fire alarms.
Kathleen LaVeglia - Secretary & Director - Ms. LaVeglia has been Secretary and a
Director of the Company since its inception. Since 1992 Ms. LaVeglia has been a
teacher employed by the Board of Education, City of New York. Ms. LaVeglia had
been employed for eleven years as a Bookkeeper at Sieger & Smith Inc. Ms.
LaVeglia holds an Associates Degree from Queens Borough College in New York.
Robert Dehmer - Director - Mr. Dehmer has been a Director of the Company since
its inception. Since 1993 Mr. Dehmer has been an assistant teacher employed by
the Board of Education, City of New York. Mr. Dehmer is currently attending
Queensboro College in New York. Mr. Dehmer is a licensed real estate agent.
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Our directors serve in their positions until the next annual meeting of
stockholders or until the director's successors have been elected and qualified.
Our executive officers are appointed by our Board of Directors and serve at the
discretion of the Board.
ITEM 6. EXECUTIVE COMPENSATION
Our President, Mr. Jordan Erber is currently compensated at the rate of
$500 per month. As we begin to generate revenues it is anticipated that Mr.
Erber will be paid the salary of $60,000 annually. Additionally, Mr. Erber will
receive a 5% commission on gross sales initiated by him.
No retirement, pension, profit sharing, stock option or insurance
programs or other similar programs have been adopted by us for the benefit of
our employees.
Each Director will receive $500 for attending no less than 50% of the
Board meetings in that year.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
We were incorporated on March 16, 1999 with a total authorized shares
of 20,000,000, $0.0001 par value shares. On March 26, 1999 we issued an
aggregate of 1,078,000 restricted shares of our Common Stock to the founders of
the Company, Jordan Erber, the Company's President (778,000), Kathleen LaVeglia,
the Company's Secretary (290,000) and Robert Dehmer, a director of the Company
(10,000), at par value. As part of this distribution, 478,000 shares were sold
to Harriet Zahner, 300,000 shares to Randi Hagler, 300,000 shares to David
Zahner, 643,000 shares to LNE Trading Corp. and 300,000 shares to Lottie Smolar.
Other than the fact that each of the foregoing shareholders own in excess of 5%
of the shares of the Company, none of them are affiliates of the Company nor are
they related to any of the Company's officers or directors. On March 26, 1999 we
sold 3,432,000 shares to 25 investors at par value. On March 31, 1999 we sold
10,000 shares to 100 investors for $0.10 per Share. On April 6, 1999 we sold
15,000 shares to three investors for $1.00 per Share.
ITEM 8. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
We are authorized to issue 20,000,000 shares of Common Stock, $.0001
par value. At this time, we have 4,535,000 shares of Common Stock issued and
outstanding. Each share of Common Stock entitles the shareholder (i) to one
non-cumulative vote for each share held of record on all matters submitted to a
vote of the stockholders; (ii) to participate equally and to receive dividends
as may be declared by the Board of Directors; and, (iii) to participate pro rata
in any distribution of assets available for distribution upon liquidation of the
Company. Our stockholders have no preemptive rights to acquire additional shares
of Common Stock or any other securities. Our Common Stock is not subject to
redemption and carries no rights to purchase other securities of the Company.
Our Common Stock is non-assessable. Our transfer agent is Executive Registrar &
Transfer Company, Inc., P.O. Box 56517, Phoenix, AZ 85079.
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PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS
There is no trading market for our Common Stock at present and there
has been no trading market to date. Management has not undertaken any
discussions, preliminary or otherwise, with any prospective market maker
concerning the participation of such market maker in the aftermarket for the
Company's securities and management does not intend to initiate any such
discussions until such time as the Company has received a no further comment
letter from the Securities and Exchange Commission with respect to this filing.
There is no assurance that a trading market will ever develop or, if such a
market does develop, that it will continue.
(a) MARKET PRICE. Our Common Stock is not quoted at the present time.
Effective August 11, 1993, the Securities and Exchange Commission
adopted Rule 15g-9, which established the definition of a "penny stock," for
purposes relevant to the Company, as any equity security that has a market price
of less than $5.00 per share or with an exercise price of less than $5.00 per
share, subject to certain exceptions. For any transaction involving a penny
stock, unless exempt, the rules require: (i) that a broker or dealer approve a
person's account for transactions in penny stocks; and (ii) the broker or dealer
receive from the investor a written agreement to the transaction, setting forth
the identity and quantity of the penny stock to be purchased. In order to
approve a person's account for transactions in penny stocks, the broker or
dealer must (i) obtain financial information and investment experience and
objectives of the person; and (ii) make a reasonable determination that the
transactions in penny stocks are suitable for that person and that person has
sufficient knowledge and experience in financial matters to be capable of
evaluating the risks of transactions in penny stocks. The broker or dealer must
also deliver, prior to any transaction in a penny stock, a disclosure schedule
prepared by the Commission relating to the penny stock market, which, in
highlight form, (i) sets forth the basis on which the broker or dealer made the
suitability determination; and (ii) that the broker or dealer received a signed,
written agreement from the investor prior to the transaction. Disclosure also
has to be made about the risks of investing in penny stocks in both public
offerings and in secondary trading, and about commissions payable to both the
broker-dealer and the registered representative, current quotations for the
securities and the rights and remedies available to an investor in cases of
fraud in penny stock transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in the account and
information on the limited market in penny stocks.
The National Association of Securities Dealers, Inc. (the "NASD"),
which administers NASDAQ, has recently made changes in the criteria for initial
listing on the NASDAQ Small Cap market and for continued listing. For initial
listing, a company must have net tangible assets of $4 million, market
capitalization of $50 million or net income of $750,000 in the most recently
completed fiscal year or in two of the last three fiscal years. For initial
listing, the common stock must also have a minimum bid price of $4 per share. In
order to continue to be included on NASDAQ, a company must maintain $2,000,000
in net tangible assets and a $1,000,000 market value of its publicly-traded
securities. In addition, continued inclusion requires two market-makers and a
minimum bid price of $1.00 per share.
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(b) HOLDERS. There are 131 holders of our Common Stock. In March and
April 1999, we issued a total of 4,535,000 of our Common Stock to these persons
for a total of $16,451 in cash.
(c) DIVIDENDS. We have not paid any dividends to date, and have no
plans to do so in the immediate future.
ITEM 2. LEGAL PROCEEDINGS
We are not a party to any pending legal proceedings.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
We have not had any changes in accountants nor have we had any
disagreements with accountants.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
On March 26, 1999, we issued an aggregate of 1,078,000 shares of our
Common Stock to Jordan Erber (778,000), Kathleen LaVeglia (290,000) and Robert
Dehmer (10,000) for $107.80. We relied on the exemption from registration at
Section 4(2) of the Securities Act of 1933 for non-public offerings.
On March 26, 1999, we sold an aggregate of 3,432,000 shares of our
Common Stock to 25 purchasers for $343.20. The offering was conducted under
Regulation D, Rule 504 of the Securities Act of 1933.
On March 31, 1999, we sold an aggregate of 10,000 shares of our Common
Stock to 100 purchasers for $1,000. The offering was conducted under Regulation
D, Rule 504 of the Securities Act of 1933.
On April 6, 1999, we sold 15,000 shares of our Common Stock to three
purchasers for $15,000. The offering was conducted under Regulation D, Rule 504
of the Securities Act of 1933.
All of the shares sold by the Company pursuant to Rule 504 were sold by
the Company's officers and directors. Rule 504 allows a company to raise up to
$1 million in a twelve month period, if the company is not subject to the
reporting requirements of the Securities and Exchange Act of 1934 (the "Exchange
Act") and the company is not a "blank check" company. The Company has not raised
more than $1 million during the last twelve months. The Company is not subject
to the reporting requirements of the Exchange Act and it is not a blank check
company, therefore, the exemption under Rule 504 is available for all such
sales. Additionally, all offers and sales were made to New York residents and
the Company filed all necessary documents within the State of New York.
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ITEM 5. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Pursuant to our certificate of incorporation and by-laws, attached as
Exhibits hereto, we shall indemnify our directors, officers, employees and
agents to the full extent permissible under the General Corporation Law of the
State of Delaware, as effective from time to time, or any other applicable law.
Under Section 145 of the Delaware General Corporation Law, we have the
power to indemnify directors, officers, employees and agents under certain
prescribed circumstances against expenses (including attorney's fees),
judgments, fines, and amounts paid in settlement actually and reasonably
incurred in connection with any action, suit or proceeding, whether civil,
criminal, administrative or investigative, to which any of them is a party by
reason of his being a director, officer, employee, or agent of the company if it
is determined that he acted in accordance with the applicable standard of
conduct set forth in such statutory provisions.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the company pursuant to the foregoing provisions, or otherwise, we have 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 us 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, we 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.
Our certificate of incorporation and by-laws provide that no director
of shall be personally liable to us or our stockholders for monetary damages for
breach of his or her fiduciary duty as a director, except (i) for any breach of
the director's duty of loyalty to us or our stockholders; (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law; (iii) for paying a dividend or approving a stock repurchase
which was illegal under section 174 of the Delaware General Corporation Law; or
(iv) for any transaction from which the director derived an improper benefit.
16
<PAGE>
PART F/S
Attached is the audited balance sheet for the Company for the period
ended March 31, 1999. The following financial statements are attached to this
report and filed as a part thereof. See pages F-1 through F-4.
1. Table of Contents
2. Report of Independent Certified Public Accountants
3. Balance Sheet
4. Notes to the Balance Sheet
<PAGE>
PART III
ITEM 1 Index to Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Description Location
- -------- ----------- ---------
<S> <C> <C>
3.1 Certificate of Incorporation of Be Safe Services, Inc. Filed electronically in the initial filing
3.2 By-laws of Be Safe Services, Inc. Filed electronically in the initial filing
4.1 Specimen of Common Stock Certificate To be filed by Amendment
27 Financial Data Schedule Filed electronically herewith
</TABLE>
18
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the Registrant caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
Be Safe Services, Inc.
Date: September 16, 1999 By: /s/ JORDAN ERBER
-------------------------------
Jordan Erber, President
