U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NICOLE INDUSTRIES, INC.
(Name of Small Business Issuer in its charter)
Nevada 6500 68-0422343
(State or Jurisdiction of (Primary Standard Industrial) (I.R.S. Employer)
Incorporation or Classification Code Number) Identification No.)
Organization)
83-888 Ave. 51, Coachella, CA 92236. Phone: (760) 398-9700
(Address and telephone number of Registrant's principal executive
offices and principal place of business)
Adam U. Shaikh, Esq., Shawn F. Hackman a PC. 3360 West Sahara,
Suite 200, Las Vegas NV 89102.
Phone: 702-732-2253 Fax: 702-940-4006
(Name, address, and telephone number of Special Securities Counsel
for SB-2 Registration)
Approximate date of proposed sale to the public: As soon as practicable after
this Registration Statement becomes effective.
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 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 of the earlier effective
registration statement for the same
offering.
If the delivery of the prospectus Is
expected to be made pursuant to Rule
434, check the following box.
CALCULATION OF REGISTRATION FEE
Title of each class of Amount to be Proposed Maximum Proposed Maximum
securities to be registered offering price per aggregate offering
registered unit price
Common Shares 786,801 $.10 $155,333.10
Amount of
registration fee
Common shares
$38.84
* Price determined solely for calculating the registration fee.
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.
-1-
Prospectus
NICOLE INDUSTRIES, INC.
1,556,000 shares of Common Stock
Registrant
Nicole Industries, Inc.
83-888 Ave. 51
Coachella, CA 92236
(760) 398-9700
Registrant's Attorney (for this Registration Statement)
Adam U. Shaikh, Esq.
Shawn F. Hackman a PC
3360 W. Sahara, Suite 200
Las Vegas, NV 89102
Phone: (702) 732-2253
Fax: (702) 940-4006
This registration statement will be registering only current security holders'
shares. No sale or offer of shares will be made.
________________________
The title of each class of securities to be registered is Common Shares.
The amount to be registered is 786,801 shares.
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.
Nicole Industries is a reporting company under the Securities Exchange Act of
1934. All reports and other information filed by Nicole Industries may be
inspected and copied at the public reference facilities of the Commission in
Washington D.C. and at some of its Regional Offices, and copies of such
material can be obtained from the Public Reference Section of the Commission,
450 Fifth Street, N.W., Washington D.C. 20549, at prescribed rates. Nicole
Industries is an electronic filer. The Commission maintains a web site that
contains reports, proxy and other information regarding issuers that file
electronically with the Commission at (http://www.sec.gov)
-2-
TABLE OF CONTENTS PAGE
CALCULATION OF REGISTRATION FEE 1
PROSPECTUS 2
PROSPECTUS SUMMARY 4
RISK FACTORS 5
USE OF PROCEEDS 8
DETERMINATION OF OFFERING PRICE 8
DILUTION 8
PLAN OF DISTRIBUTION 8
LEGAL PROCEEDINGS 8
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS 8
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 9
DESCRIPTION OF SECURITIES 16
INTEREST OF NAMED EXPERTS AND COUNSEL 18
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES 18
ORGANIZATION WITHIN LAST FIVE YEARS 18
DESCRIPTION OF BUSINESS 18
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 21
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 22
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 22
EXECUTIVE COMPENSATION 23
FINANCIAL STATEMENTS 23
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS 24
EXHIBIT LIST 25
-3-
Prospectus Summary
Corporate information
Nicole Industries, Inc. was incorporated under the laws of Nevada on January
3rd, 1996. Nicole's current address and phone number are as follows: Nicole
Industries, Inc., 83-888 Ave., 51, Coachella, CA 92236. Phone: (760) 398-9700
Business.
Nicole Industries, through its wholly owned subsidiaries owns and controls
50.01% of Aluminum Korea Co. Ltd., a Korean publicly traded company which is
listed in Korean KOSDAQ ("Aluko"). Nicole Industries does not conduct any
active business operations other than through Aluko, its indirect subsidiary.
Aluko has been a leading manufacturer of etched and formed aluminum foils for
use in electrolytic capacitors. Aluminum foil is the main raw material for
electrolytic capacitors that are commonly used for both industrial and house-
hold electronic devices. Aluko is ISO9002 certified to meet the world standard.
Aluko is a fast growing company in a very expanding market environment due to
the extensive usage of capacitors in all kinds of electronic devices. Aluko's
main products are etched aluminum foils (Cathode, Anode) and formed aluminum
foils. Aluko sells its products to the world's most reputable electronic
manufacturers such as Sanyo, Matsushita, Hitachi in Japan, Siemens, Philips,
Aerovox in Europe, Samsung, and Daewoo in Korea. Aluko also has many other
mid-small ranged customers who manufacture electronic components in Taiwan,
China, Hong Kong, Singapore, India, etc.
Registration of Existing Shareholders Securities.
This registration statement will register only existing shareholders securities.
No offer or sale of securities will be made under this registration statement.
The Compny will register 1,556,000 of its $.01 common stock. This will
consist of approximatley 15.56% of the current shares outstanding.
Trading Market
Currently, the stock of Nicole Industries is not trading on any public market.
It is the intention of the Company to apply for trading on the Over the
Counter Bulletin Board following the registration of the existing security
holder's shares.
-4-
RISK FACTORS
The securities offered are highly speculative in nature and involve a high
degree of risk. They should be purchased only by persons who can afford to
lose their entire investment. Therefore, each prospective investor should,
prior to purchase, consider very carefully the following risk factors among
other things, as well as all other information set forth in this prospectus.
The Company is not conducting any active business operations other than through
Aluko, its indirect subsidiary.
The Company is not and does not anticipate conducting any active business
operations in the near other than through Aluko, its indirect subsidiary. As
the Company is only a shareholder of Aluko, it has the right to elect Directors
of Aluko, but it does participate directly in the day-to-day business
operations of Aluko. As a result, the Company is dependent on the performance
of the officers and directors of Aluko.
Our operations in Korea are subject to the rules and restrictions imposed by
Korea's legal and economic system as well as general economic and political
conditions in Korea.
As a result, our operations may be adversely affected by one or more of the
following:
- New laws or regulations, or different interpretations of existing laws and
regulations;
- Preemption of provincial or local laws by national laws;
- Our ability to timely obtain the necessary administrative approvals;
- Our ability to comply with applicable administrative requirements;
- Complicated taxation;
- Restrictions on imports and exports;
- Currency devaluations
- Adoption of measures intended to reduce inflation.
We are exposed to the risks associated with periodic foreign economic downturns
and fluctuations in foreign currency exchange and interest rates.
We expect that the international markets will represent most of our business
and our revenues for the foreseeable future. Revenues from outside of the
United States expose us to currency exchange rate fluctuations and fluctuating
foreign interest rates. Past and future economic downturns in the Asia Pacific
region and the devaluation of Asian currencies against the U.S. dollar have
affected us in the past and could affect our operating results in the future.
Aluko does not currently, but we may in the future, hedge our receivables
denominated in foreign currencies. We cannot predict whether exchange rate
fluctuations will have a material adverse effect on our operations and
financial results in the future.
We will need substantial capital investments to fund our future operations.
Our business is very capital intensive. Because we intend to continue our
expansion efforts into additional markets, we may be required to seek
additional capital in the future through equity or debt financings or credit
facilities in order to fund such growth. We have no commitments for such
additional financing. We cannot guarantee that we will be successful in
obtaining such additional financing or that it will be available on
satisfactory terms when needed. If we are unable to obtain such additional
funding in a timely manner, we may be unable to expand into additional markets
and implement our business plan.
We will continue to expand our business into international markets and this
will expose us to the risks associated with doing business in emerging markets.
Risks such as political, civil and economic instability.
A key part of our business plan is to expand our electronic components
business and raw materials for electronic components into international markets.
-5-
To date, we have only limited experience in developing, marketing and
operating our products and services internationally. International markets we
have selected may not develop at a rate that supports our level of investment.
In addition, we will face certain risks in doing business on an international
level, including:
- Unexpected changes in regulatory requirements;
- Trade barriers;
- Difficulties in staffing and managing foreign operations because of language
and cultural differences;
- Longer payment cycles;
- Currency exchange rate fluctuations;
- Problems in collecting accounts receivable;
- Political and economic instability;
- Import and export restrictions;
- Seasonal fluctuations in business activity; and
- Adverse tax consequences.
These risks are dynamic and difficult to quantify. Many Asian governments have
liberalized their policies on international trade, foreign ownership and
development, investment and currency repatriation. While this has increased
both international trade and investment in Asia, such policies might change
unexpectedly.
There will be an absence of cash dividends in the forseeable future.
The Board of Directors does not anticipate paying cash dividends on the shares
for the foreseeable future and intends to retain any future earnings to
finance the growth of Aluko's business. Payment of dividends, if any, will
depend, among other factors, on earnings, capital requirements, and the
general operating and financial condition of Nicole Industries and will be
subject to legal limitations on the payment of dividends out of paid-in capital.
Our officers and directors serve Nicole Industries in a part time capacity.
Therefore, an inherant conflict of interest is present with respect to other
activities our officers and directors are engaged in.
The officers and directors may have other interests to which they devote
substantial time, either individually or through partnerships and corporations
in which they have an interest, hold an office, or serve on boards of directors,
and each will continue to do so notwithstanding the fact that management time
will be necessary to efficently run Nicole Indusrties. As a result, certain
conflicts of interest may exist between Nicole Industries and its officers
and/or directors which may not be susceptible to resolution.
In addition, conflicts of interest may arise in the area of corporate
opportunities which cannot be resolved through arm's length negotiations. All
of the potential conflicts of interest will be resolved only through exercise
by the directors of such judgment as is consistent with their fiduciary duties
to Nicole Industries. It is the intention of management, so as to minimize any
potential conflicts of interest, to present first to the Board of Directors of
Nicole Industries, any proposed investments for its evaluation.
The liquidity of our common stock would be restricted even after public listing
if our common stock falls within the definition of a penny stock.
Under the rules of the Securities and Exchange Commission, if the price of our
common stock on the OTC Bulletin Board is below $5.00 per share, our common
stock will come within the definition of a "penny stock." As a result, it is
possible that our common stock may become subject `to the "penny stock" rules
and regulations. Broker-dealers who sell penny stocks to certain types of
investors are required to comply with the Commission's regulations concerning
the transfer of penny stock. These regulations require broker-dealers to:
- Make a suitability determination prior to selling penny stock to the
purchaser;
- Receive the purchaser's written consent to the transaction; and
-6-
- Provide certain written disclosures to the purchaser.
These requirements may restrict the ability of broker-dealers to sell our
common stock and may affect your ability to resell our common stock.
-7-
Use of Proceeds
We will not receive any of the proceeds from the offer and sale of the shares
by the selling shareholders.
Determination of Offering Price
The Company is not offering or selling for its own account any shares of its
common stock. Therefore, the Company has not specified an offering price for
its shares of common stock.
Dilution
The stockholders of the Company will not experience any dilution by reason of
the transaction covered by this registration statement, as the Company is not
selling or issuing any new securities pursuant to this registration statement.
Plan of Distribution
The shares of common stock covered by this registration statement may be sold
from time to time by the holders of such shares. Any such sales will be
effected on such terms and conditions as the holder may establish. The Company
will not participate directly or indirectly in establishing the terms and
conditions of any such sale.
Legal Proceedings
Nicole is not a party to any material pending legal proceedings and, to the
best of its knowledge, no such action by or against Nicole has been threatened.
Directors, Executive Officers, Promoters,
and Control Persons
The names, ages, and respective positions of the directors, officers, and
significant employees of Nicole are set forth below. Mr. Ju Young Park and Ms.
Min Kyung Park have held their positions since August, 2000. Mr. Yong Nam Kim
and Mr. Dong Ju Chang have held their position since December, 2000. Each
director and officer shall serve for a term ending on the date of each Annual
Meeting. There are no other persons, who can be classified as a promoter, or
controlling person of Nicole.
Ju Young Park, Age 53. President, Chief Executive Officer and Director
Mr. Park is the founder of Aluko Co. Ltd and was appointed as President and
Chief Executive Officer in August 2000. He graduated from Hanyang University
in Seoul with degree in electronic engineering. He had worked for Daewoo
Electronic Components Co., Ltd. for 12 years as a general manager in charge of
research and technology development. Later, he founded Aluko Co., Ltd., the
first and the only company in Korea manufacturing etched and formed aluminum
foil., in 1986.
Many printed and broadcasting media for his success in business covered him
and his company.
Yong Nam Kim, Age 49. Chief Financial Officer
-8-
Yong Nam Kim began his career in Daewoo Co. Ltd in 1977 after graduating from
Seoul National University, with degree in business administration. He was
reassigned to Daewoo Electronics Components Co. Ltd in 1987. From January
1997 to March 2000, he served as Chief Financial Officer and Internal Auditor
of Daewoo Electronic Components Co. Ltd. He is also a director of Aluko Co.
Ltd.
Min Kyung Park, Age 25. Director.
Ms. Min Kyung Park has been a director and corporate secretary of the company
since August 2000, and also serves as an assistant planning manager of Daewoo
Electronics Components. She graduated from Ewha Woman's University in Korea
and studied at Oregon State University. She completed Investor Relations
Specialist Training Program at Sungkyunkwan graduate school.
Dong Joo Chang, Age 48. Director.
Dong Joo Chang currently serves as Executive Managing Director of Korea
Technology Investment Corporation (KTIC). KTIC is a venture capital company
with the highest brand equity value in Korea. Since its establishment in 1986,
KTIC has developed into a prominent force in the private equities market in
Korea, with total funds of Korean Won 600 billion under management. Mr. Chang,
as a key member of KTIC, incorporated it, took it public and supported 450
start-up ventures and contributed to the improvements of the Korean venture
capital industry.
From April 1981 to December 1986, he served as chief analyst and manager of
Korea Technology Banking Corporation, which was a government-run venture
capital company of Korea. Mr. Chang earned his MBA from Seoul National
University.
None of the Officers and Directors have been involved in legal proceedings
that impair their ability to perform their duties as Officers and Directors.
Ms. Min Kyung Park is the daughter of Mr. Ju Young Park..
Security Ownership of Certain
Beneficial Owners and Management
The following table sets forth, as of the date of this Prospectus, the
outstanding Shares of common stock of the Company owned of record or
beneficially by each person who owned of record, or was known by Nicole to own
beneficially, more than 5% of Nicole's Common Stock.
Title of Class Name of Beneficial Amount and Nature Percent
Owner (1) of Beneficial Of Class
Owner(2)
Common Stock Aluko Capital Fund LLC. 8,446,667 84.47%
c/o Reicker, Clough, Pfau,
Pyle, McRoy & Herman LLP.
1421 State Street, Suite B
Santa Barbara, CA 93101
Common Stock SPA International LLC. 353,333 3.53%
c/o Reicker, Clough, Pfau,
Pyle, McRoy and Herman LLP
Ju Young Park and Aluko Co.,Ltd are the beneficial owners of Aluko Capital
Fund LLC. All equity interests in SPA International LLC are owned by Mr. Ju
Young Parks' wife and Mr. Park therefore may be considered the beneficial
owner of SPA International and the shares of common stock of the Company owned
by SPA International. Mr. Park disclaims all beneficial interest in SPA
International and any of the shares of common stock of the Company owned by
SPA International. No other officer and director of the Company has any
beneficial interest in SPA International.
None of the Officers, Directors or existing shareholders have the right to
acquire any amount of the shares within sixty days from options, warrants,
rights, conversion privilege, or similar obligations.
All shareholders have sole voting and investment power.
-9-
Security Holders Whose Shares Will Be Registered.
The following list represents shareholders whose shares will be registered
under this offering.
Name and Address Number of Shares Acquisition Date Percent Owned
<TABLE>
<S> <C> <C> <C>
Alyson Baca 40 1/16/00 .00040%
P.O. Box 3
La Quinta, Ca 92253
Andrea S. Baca 60 1/16/00 .00060%
P.O. Box 3
La Quinta, CA 92253
Randy Baca 60 1/16/00 .00060%
P.O. Box 3
La Quinta, CA 92253
Annette Baine 50 1/16/00 .00050%
Box 347
Lake Arrowhead, CA 92352
Annette Baine c/f James 60 1/16/00 .00060%
Blaine UGTMA CA
Box 347
Lake Arrowhead, CA 92352
Annette Baine c/f Michelle 40 1/16/00 .00060%
Baine UGTMA CA
Box 347
Lake Arrowhead, CA 92352
Michael Baine 60 1/16/00 .00060%
Box 347
Lake Arrowhead, CA 92352
Randall A. Baker 4,056 5/15/96 .04056%
P.O. Box 1025
Morongo Valley, CA 92256
Oscar Ballesteros 60 1/16/00 .00060%
81-35 Ave 46 SP 138
Indio, CA 92201
Patricial Bladh 40 1/16/00 .00040%
51-407 Velasco
La Quinta, CA 92253
Mary Buerke 40 1/16/00 .00040%
11-119 San Jacinto St.
Morongo Valley, CA 92256
Conrad Dahl 40 1/16/00 .00040%
-10-
72-742 Willow St.
Palm Desert, CA 92260
</TABLE>
<TABLE>
<S> <C> <C> <C>
DL FTZ Amerasian International 50,000 7/12/00 0.50000%
Trade Co. LTD
Wanda Building Room 9B
588 Changjiang Rd.
Xigang District, Dalian
Republic of China
Sherry Evaro-Ham 50 1/16/00 .00050%
77-777 Country Club, 189
Palm Desert, CA 92201
Barbara Filiatreaux 1,090 1/16/00 .01090%
77-545 Vhillon
La Quinta, Ca 92253
Robert J. Filiatreaux 4,945 5/15/96 .04945%
77-545 Vhillon
La Quinta, CA 92253
Daniel V. French 60 1/16/00 .00060%
52-645 Ramirez St.
La Quinta, Ca 92253
Dongyob Lee 30,300 7/12/00 .30300%
1547 21st Street
Manhattan Beach, Ca 90266
Hak H.Lee 15,000 7/12/00 .15000%
137 Eucalyptus Drive, Suite 202
El Segundo, CA 90245
Tae S. Lee 500,000 01/08/01 5.00000%
P.O. Box 881584
Los Angeles, CA 90009
Sun J. Kim 15,000 7/12/00 .15000%
137 Eucalyptus Drivw, Suite 202
El Segundo, CA 90245
Eun J. Lee 15,000 7/12/00 .15000%
137 Eucalyptus Drive, Suite 202
El Segundo, CA 90245
Seung Y. Lee 15,000 7/12/00 .15000%
137 Eucalyptus Drive, Suite 202
El Segundo, CA 90245
Jongbin Kim 6,000 7/12/00 .06000%
P.O. Box 881584
Los Angeles, CA 90009
Tina Kim 2,000 7/12/00 .02000%
308 Standard Street #C
El Segundo, CA 90245
-11-
Jun-yong Noh 300 7/12/00 .00300%
600 W. 9th Street #1008
Los Angeles, CA 90015
H. Jin Lee 300 7/12/00 .00300%
1547 21st Street
Manhattan Beach, CA 90266
Jin H. Kong 200 7/12/00 .00200%
1547 21st Street
Manhattan Beach, CA 90266
Stephen W. Harper 100 7/12/00 .00100%
P.O.Box 881584
Los Angeles, CA 90009
Valerie Hahn 50 1/16/00 .00050%
5195 Walnut Ave.
Chino
Tiare Hatrak 40 1/16/00 .00040%
74-460 Alisondro, 6
Palm Desert, Ca 92260
Laurie Healy 50 1/16/00 .00050%
42-785 Cabelleros
Bermuda Dunes, Ca 92201
Laurie Healy C/F Carina 50 1/16/00 .00050%
Johnsons UGMA
42-785 Caballeros Dr.
Bermuda Dunes Ca 92201
Carolyn Howley 40 1/16/00 .00040%
P.O. Box 268
Morongo Valley, Ca 92253
Alex Jacoy 50 1/16/00 .00050%
78196 Calle Norte
La Quinta, Ca 92253
Kathy Jones 60 1/16/00 .00060%
P.O. box 3854
Palm Desert, Ca 92261
Brenda Jose 40 1/16/00 .00040%
42-655 Caballeros
Bermuda Dunes, Ca 92201
Chavez Jose 60 1/16/00 .00060%
42-655 Caballeros
Bermuda Dunes, Ca 92201
</TABLE>
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<TABLE>
<S> <C> <C> <C>
Kathryn N Le Boeuf 2290 1/16/00 .02290%
P.O. Box 3171
Palm Springs, Ca 92262
Norbert Le Boeuf 3759 5/15/96 .03760%
P.O. Box 3171
Palm Springs, Ca 92262
Sarah Le Boeuf 60 1/16/00 .00060%
Box 3171
Palm Springs, Ca 92263
Sergio Luna 40 1/16/00 .00040%
80-434 Sandscript Ct.
Indio, Ca 92201
Magellan Capital 39,752 5/15/96 .39752%
83-888 Avenue 51
Thermal, Ca 92274
Magellan Capital Corporation 200,000 7/12/00 2.0000%
83-888 Avenue 51
Coachella, Ca 92236
Magellan Capital Corporation, 100,696 7/12/00 1.00696%
Defined Benefit Pension
Plan & Trust
83-888 Avenue 51
Coachella, Ca 92236
Magellan Defined Benefit Plan 60,000 12/30/98 .60000%
83-888 Ave. 51 Box 1130
Thermal, Ca 92274
Magellan Profit Sharing Plan 60,000 12/30/98 .60000%
83-888 Ave 51 box 1130
Thermal, Ca 92274
Christopher J. Marolf 50 1/16/00 .00050%
P.O. Box 1025
Morongo Valley, Ca 92256
Sally McManus 50 1/16/00 .00050%
P.O. Box 53
Morongo Valley, Ca 92256
Mid Ohio Securities Corp. 50,000 7/12/00 0.50000%
Cust FBO
Joseph F. Jankosky IRA
36 Lake Avenue
Elyrie, Ohio 44036-1529
Dempsey K Mork 9890 5/15/96 .09890%
80-260 Ave 50
Indio, Ca 92201
-13-
Patricia A Mork 9,490 1/16/00 .09490%
80-260 Ave 50
Indio, Ca 92201
Gary Peskin 50 1/16/00 .00050%
6105 W 6th St.
Los Angeles, Ca 90048
Rose Peskin 40 1/16/00 .00040%
6105 W 6th St
Los Angeles, Ca 90048
Rose Peskin c/f Jacob Peskin 40 1/16/00 .00040%
UGMA Ca
6105 W 6th St.
Los Angeles, Ca 90048
Rose Peskin c/f Sarah Peskin 50 1/16/00 .00050%
UGMA Ca
6105 W 6th St.
Los Angeles, Ca 90048
Rose Peskin c/f Zachary Peskin 60 1/16/00 .00060%
UGMA Ca
6105 W. 6th St.
Los Angeles, Ca 90048
Moea Sheely 60 1/16/00 .00060%
P.O. Box 2051
Arbor, Or 99415
Hayley Smith 60 1/16/00 .00060%
52645 Ramirez St.
La Quinta, Ca 92253
Antonio Soto 50 1/16/00 .00050%
83-888 Ave 51
Coachella, Ca 92236
Jose Soto 40 1/16/00 .00040%
83-888 Ave 51
Coachella, Ca 92236
Melecio Soto 60 1/16/00 .00060%
83-888 Ave 51
Coachella, Ca 92236
Victor Sot 60 1/16/00 .00060%
83-888 Ave 51
Coachella, Ca 92236
John Paul Spickard 50 1/16/00 .00050%
4819 Eagle Rock Blvd, #1
Los Angeles, Ca 90041
-14-
Richard Stevenson 60 1/16/00 .00060%
P.O. Box 1350
Morongo Valley, Ca 92256
Donald Boyd Wright 1,990 1/16/00 .01990%
P.O. Box 1025
Morongo Valley, Ca 92256
Helen M. Wright 60 1/16/00 .00060%
P.O. Box 1026
Morongo Valley, Ca 92256
SPA International LLC 353,333 01/08/01 3.53333%
c/o Reicker Clough Pfau
Pyle Mcroy & Herman LLP
1421 State Street, Suite B
Santa Barbara, Ca 93101
Young G. Park 200 7/12/00 .00200%
P.O. Box 881584
Los Angeles, CA 90009
Min S. Park 500 7/12/00 .00500%
P.O. Box 881584
Los Angeles, CA 90009
Keun H. Lee 100 7/12/00 .00100%
P.O.Box 881584
Los Angeles, CA 90009
</TABLE>
-15-
Description of securities.
General description.
The securities being registered are shares of common stock. The Articles of
Incorporation, as amended, authorize the issuance of 10,000,000 shares of
common stock, with a par value of $.01 and 5,000,000 shares of preferred stock
at a par value of $.01. These articles were amended on November 27th of 2000.
Pursuant to this amendment, all the outstanding common stock of the Company
was reverse split 1 for 10. The holders of the Shares: (a) have equal ratable
rights to dividends from funds legally available therefore, when, as, and if
declared by the Board of Directors of Nicole; (b) are entitled to share
ratably in all of the assets of Nicole available for distribution upon winding
up of the affairs of Nicole; (c) do not have preemptive subscription or
conversion rights and there are no redemption or sinking fund applicable there-
to; and (d) are entitled to one non-cumulative vote per share on all matters
on which shareholders may vote at all meetings of shareholders. These
securities do not have any of the following rights: (a) cumulative or special
voting rights; (b) preemptive rights to purchase in new issues of Shares;
(c)preference as to dividends or interest; (d) preference upon liquidation; or
(e) any other special rights or preferences. In addition, the Shares are not
convertible into any other security. There are no restrictions on dividends
under any loan other financing arrangements or otherwise. See a copy of the
Articles of Incorporation, and amendments thereto, and Bylaws of Nicole,
attached as Exhibit 3.1 and Exhibit 3.2, respectively, to this Registration
statement. As of the date of this Registration statement, Nicole has
10,000,000 shares of common stock outstanding.
Non-cumulative voting.
The holders of shares of Common Stock of Nicole do not have cumulative voting
rights, which means that the holders of more than 50% of such outstanding
shares, voting for the election of directors, can elect all of the directors
to be elected, if they so choose. In such event, the holders of the remaining
shares will not be able to elect any of Nicoles directors.
Dividends.
Nicole does not currently intend to pay cash dividends. Nicole's proposed
dividend policy is to make distributions of its revenues to its stockholders
when Nicole's Board of Directors deems such distributions appropriate.
Because Nicole does not intend to make cash distributions, potential share-
holders would need to sell their shares to realize a return on their investment.
There can be no assurances of the projected values of the shares, nor can
there be any guarantees of the success of Nicole.
A distribution of revenues will be made only when, in the judgment of Nicole's
Board of Directors, it is in the best interest of Nicole's stockholders to do
so. The Board of Directors will review, among other things, the investment
quality and marketability of the securities considered for distribution; the
impact of a distribution of the investee's securities on its customers, joint
venture associates, management contracts, other investors, financial inst-
itutions, and Nicole's internal management, plus the tax consequences and the
market effects of an initial or broader distribution of such securities.
Possible anti-takeover effects of authorized but unissued stock.
Upon the completion of this registration, Nicole's authorized but unissued
capital stock will consist of 14,999,994 shares of common stock and 5,000,000
shares of preferred stock. One effect of the existence of authorized but
unissued capital stock may be to enable the Board of Directors to render more
difficult or to discourage an attempt to obtain control of Nicole by means of
a merger, tender offer, proxy contest, or otherwise, and thereby to protect
the continuity of Nicole's management.
If, in the due exercise of its fiduciary obligations, for example, the Board
of Directors were to determine that a takeover proposal was not in Nicole's
best interests, such shares could be issued by the Board of Directors without
stockholder approval in one or more private placements or other transactions
that might prevent, or render more difficult or costly, completion of the take-
over transaction by diluting the voting or other rights of the proposed
acquirer or insurgent stockholder or stockholder group, by creating a
substantial voting block in institutional or other hands that might undertake
to support the position of the incumbent Board of Directors, by effecting an
acquisition that might complicate or preclude the takeover, or otherwise.
-16-
Transfer Agent
Nicole currently employees the services of Executive Registrar & Transfer
Agency, Inc. and their mailing address is P.O. Box 56517, Phoenix, AZ 85079.
-17-
Interest of named experts and counsel.
No named expert or counsel was hired on a contingent basis. No named expert
or counsel will receive a direct or indirect interest in the small business
issuer. No named expert or counsel 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.
No director of Nicole will have personal liability to Nicole or any of its
stockholders for monetary damages for breach of fiduciary duty as a director
involving any act or omission of any such director since provisions have been
made in the Articles of Incorporation limiting such liability.
The foregoing provisions shall not eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty to Nicole or its
stockholders, (ii) for acts or omissions not in good faith or, which involve
intentional misconduct or a knowing violation of law, (iii) under applicable
Sections of the Nevada Revised Statutes, (iv) the payment of dividends in
violation of Section 78.300 of the Nevada Revised Statutes or, (v) for any
transaction from which the director derived an improper personal benefit.
The By-laws provide for indemnification of the directors, officers, and
employees of Nicole in most cases for any liability suffered by them or arising
out of their activities as directors, officers, and employees of the Company
if they were not engaged in willful misfeasance or malfeasance in the
performance of his or her duties; provided that in the event of a settlement
the indemnification will apply only when the Board of Directors approves such
settlement and reimbursement as being for the best interests of the Corporation.
The Bylaws, therefore, limit the liability of directors to the maximum extent
permitted by Nevada law (Section 78.751).
The officers and directors of Nicole are accountable to Nicole as fiduciaries,
which means they are required to exercise good faith and fairness in all
dealings affecting Nicole. In the event that a shareholder believes the officers
and/or directors have violated their fiduciary duties to Nicole, the share-
holder may, subject to applicable rules of civil procedure, be able to bring
a class action or derivative suit to enforce the shareholder's rights,
including rights under certain federal and state securities laws and regulations
to recover damages from and require an accounting by management.
Shareholders who have suffered losses in connection with the purchase or sale
of their interest in Nicole in connection with such sale or purchase,
including the misapplication by any such officer or director of the proceeds
from the sale of these securities, may be able to recover such losses from the
Nicole.
The registrant undertakes the following:
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.
Organization within last five years.
None of the promoters have received anything of value from the registrant.
Description of Business.
The company overview
Nicole Industries Inc, was organized under the laws of the State of Nevada on
January 3, 1996. Our executive office is currently located at 83888 Avenue 51,
Coachella, CA 92236. The telephone number is (760) 398-9700. This office is
-18-
actually shareholder Dempsey Mork's office. This address will serve as a
temporary executive office until a more suitable office can be located. As a
result of the reorganization, Dempsey Mork, an officer and director of Magellan
Capital Corporation and Asian Financial Inc, resigned and the Board of Directors
elected Mr. Ju young Park as the President and chairman of the Board of
Directors. Mr. Park has been acting as a president of Aluko, a Korean Kosdaq
listed Company, since its inception in 1986.
Nicole Industries, through its operating subsidiary in Korea, Aluko Co. Ltd.,
has been in the business of etched and formed aluminum foils for electronic
components. Our Goal is to become the premiere supplier of electronic raw
materials and components in vastly expanding world market.
The Business
Aluko is a leading manufacturer of etched and formed aluminum foils and it is
ISO9002 certified to meet the world standard. Aluminum foil is a main raw
material for electrolytic capacitors that are commonly used for both industrial
and household electronic devices. Aluko is a fast growing company in a rapidly
expanding market because of the extensive usage of capacitors in broad range
of electronic devices. Aluko's main products include etched aluminum foils
(Cathode, Anode) and formed aluminum foils. Aluko supplies them to the world's
most famous electronic manufacturers such as Sanyo, Matsushita, Hitachi in
Japan, Siemens, Philips, Aerovox in Europe, Samsung, Daewoo in Korea. Other
customers are smaller electronic components manufacturers in Taiwan, China,
Hong Kong, Singapore, India, etc.
Product Description
Etched and formed aluminum foil is key material to electrolytic capacitors. By
charging and discharging electricity, the capacitor is a primary passive
component in electrical circuits including resistors and inductors. In order
to obtain a higher electric charge, the capacitor must have a higher
capacitance, which can be established by enlarging the surface area of the
electrode material. An etching process is the solution technique used to
enlarge the surface area of aluminum foil. After etching has been completed,
the aluminum foil surface is then laminated with a hydro-oxide layer through
the forming process.
Market Forecasting
Electrolytic capacitors account for approximately 25% of the global capacitor
market. According to Yano Economic Research, the market is expected to grow
approximately 8.3% annually over the next 5 consecutive years with the
explosive demand of digital equipments. The aluminum foil market will show the
similar growth rate as capacitor market since there are strong co-relations
between two products. Total world sales of electrolytic aluminum capacitors
recorded around $3.2 billion in 1999. Total world sales of cathode foils was
$104 mil in 1999 and that of anode foils was $1.1 billion.
Profitability & Market Environments
Regardless of high profitability, entrance barriers to the business remain as
high due to the technological difficulties in the manufacturing processes.
Aluko currently enjoys approximately 22.4% average gross margin rate with
approximately 10% net profit while competitors reach approximately 15.8% of
gross margin. Through its continuous cost-reducing measures and superior
technological innovation and improvement in quality, Aluko is planning to
expand its production capacity to reach 15% market share in the world within
the next 3 years.
In Asia, Aluko is able to maintain its competitiveness against Japanese and
European counterparts through superior quality and price advantages. Chinese
and Taiwanese aluminum foil makers are not expected to pose a serious threat
to Aluko in terms of product quality. Aluko is steadily gaining market share
from Japanese competitors. Currently, Aluko is a major supplier of cathode
foils to Japanese capacitor manufacturers. Since 1994, Sanyo has been
purchasing 90% of its essential cathode foils from Aluko and Hitachi began to
fill 50% of its needs from Aluko in 1996. Matsushita designated Aluko as its
priority-order supplier in 1999. Elna is also increasing its volume of business
with Aluko.
-19-
Philips, a Dutch multinational, has been an Aluko's customer for 10 years.
Siemens in Germany and Aerovox in England use Aluko's products after Aluko
successfully passed their quality test. The U.S. market is getting more
attention because high quality capacitors are in great demand for HDTV and
electric hybrid vehicles. Japanese capacitor makers, such as Matsushita and
Chemi-Con, have begun local production in the U.S. Aluko is planning to make
further inroads into the U.S. by supplying products to Matsushita-USA.
New Demand
Accumulated production of HDTV by 2010 is expected to be approximately
207,754,000 units according to forecasting by the American Electronics
Association. Since HDTV requires 3 times more capacitors than conventional TV,
the business potential for aluminum foils manufacturers is enormous. The
introduction of electric and/or hybrid vehicle will boost up the demand of
electrolytic capacitors even further. Because an electric vehicle consumes 30
times more capacitors than conventional TV sets, it is expected that the
demand of aluminum foils will increase accordingly.
Investment Plan
Aluko plans to add 23 anode foil production lines to the currently existing 4
lines by 2003. It is estimated that total investment for this 4 years'
expansion of production facilities will be $36 million.
Recent events
To accomplish a more rapid and strategic growth, Aluko participated in
investment opportunity to acquire the major stake of Daewoo Electronic
Components Co. Ltd. in May 2000. Through a bid, Aluko became the only preferred
candidate and Memorandum of Understanding was agreed in Auguest which shall
form the basis for the acquisition. On November, 2000, Aluko completed final
due diligence and entered definitive contracts to acquire approximately 32%
interest of Daewoo Electronic Components.
Overview of Daewoo Electronic Components Co.
Daewoo is a major electronic component manufacturer in Korea. Established in
1973, as an aluminum electronic capacitor manufacturer, Daewoo has success-
fully expanded its business into a wide range of electronic components. In
1985 Daewoo became the first domestic Korean company to manufacturer tantalum
solid electrolytic capacitors. Currently, Daewoo operates 3 production sites
in Korea and several overseas affiliates including subsidiaries in the UK,
China, Mexico and Vietnam.
Daewoo's sales revenue before consolidation amounted to KRW 262.3 billion and
total assets equaled KRW 284.8 billion as of 31 December 1999 (USD 1.00 = KRW
1,115 as of Nov. 2000). Daewoo was listed on the Korean Stock Exchange in 1989.
Daewoo produces wide range of electronic components for the industries in
entertainment, information and telecommunication. Daewoo has successfully
developed DY, FBT and E/T in several versions for HDTVs, wide-screen, flat-
surface and LCD TVs. Especially, TA, CE and HIC are core components used in
high-tech communications hardware, personal computers, and automobile parts,
which is predicted to grow substantially in the future.
Competition.
Nicole will remain an insignificant participant among the firms which engage
in the acquisition of business opportunities. There are many established
venture capital and financial concerns which have significantly greater
financial and personnel resources and technical expertise than Nicole. In
view of the Company's combined extremely limited financial resources and limited
management availability, Nicole will continue to be at a significant
competitive disadvantage compared to the Company's competitors.
-20-
Management `s Discussion and Analysis or Plan of Operation
The following discussion should be read in conjunction with the financial state-
ments of the company and notes thereto contained elsewhere in this prospectus.
Plan of Operation
The company had been seeking and investigating potential assets, property or a
business to acquire since its organization in 1996. Recently, the company
merged with Aluko USA, Inc., a Delaware Corporation, which has an operating
subsidiary, Aluko Co. Ltd, in Korea. Aluko has been a leading manufacturer of
main electronic raw material, etched and formed aluminum foils.
Aluko is expanding its business activities to engage in electronic components
manufacturing by acquiring 32% of Daewoo Electronic Components. Our goal is to
become a premiere business portal of manufacturing and supplying of electronic
raw materials and components through our operating subsidiaries. Nicole
continuously seeks to increase product performance and widen its distribution
by developing and maintaining its marketing partners.
Aluko has been investing more than 10% of its total revenue to research and
development to enhance quality improvements and to develop new products.
Currently 16% of the total employees are assigned exclusively to R&D field.
Results of Operations.
Seven Months Ended July 31, 2000 and 1999
For the seven months ended July 31, 2000, the company had a net loss of $10,000
or $0.001 per share. This loss compares with a net loss of $10,000 or $0.005
per share for the corresponding seven-month period ended June 30, 1999.
The net loss for the seven months ended July 31, 2000 includes expenses as
follows: $10,000 for consulting and management.
During the seven month period ended July 30, 2000, the company entered into an
Agreement and Plan of Reorganization. Under this Agreement, 93,000,000 shares
of common stock were issued to Aluko, USA, Inc., a Delaware Corporation in
return for 100% of its outstanding shares. Aluko, USA, Inc. owns, through its
wholly owned subsidiary, IAT Korea, Inc. IAT Korea, Inc. owns 50.01% of Aluko.
Fiscal Years Ended December 31, 1999 and 1998.
During 1999, the company continued its program to develop the firm into an
operating company. For the 12 months ended December 31, 1999, the company had
a net loss of $10,000 or $0.005 per share. This loss compares with a loss of
$10,000 or $0.005 per share for the year ended December 31, 1998.
Liquidity and Capital Resources
Six Months Ended June 30, 2000 and 1999.
The company had no revenue during the seven months ended July 31, 2000. It in-
curred management and consulting fees of $10,000, for which it issued a note
payable.
Capital expenditures.
No material capital expenditures were made during the seven months ended July
31, 2000. No material capital expenditures were made during the year ended
December 31, 1999.
Fiscal Years ended December 31, 1999 and 1998.
-21-
At December 31, 1999, the company had no revenue and continued to incur costs
in pursuing business opportunities.
At December 31, 1999, the company had a working capital deficiency of $1,374.
This compares with a working capital of $1,369 at December 31, 1998.
During fiscal year 1999, the company incurred management and consulting fees of
$10,000. A note payable was issued in payment of this debt.
During fiscal year 1998, the company incurred management and consulting fees of
$10,000. A note payable was issued in payment of this debt.
We estimate that we have sufficient cash resources to fund minor operations
through March 2001. If our cash resources prove to be insufficient at that
time we may be required to seek additional debt or equity financing to fund
the costs of continuing operations until we achieve positive cash flow. We
have no current commitments or arrangements for additional financing and there
can be no assurance that any additional debt or equity financing will be
available to us on acceptable terms, or at all. But we are planning to
completing 5 to 12 millions of private placement during 2001 for the use of
Aluko's expansion of production capacity and general operation purpose.
Management anticipates that staffing requirements associated with the implement-
ation of its plan of operation will not require the significant additional
employees, but result in the addition of a maximum of three to five people
during the period ending 2001.
Description of property.
Nicole currently owns no property directly. Minority share holder, Dempsey Mork,
83-888 Ave., 51 Coachella, CA 92236. Phone: (760) 398-9700 serves as Nicole's
executive office. Mr. Mork's office is adequate space for Nicole's office due
to the limited operations of the company. Mr. Mork provides this space free of
charge. The Company is currently searching for an alternative location.
Nicole's Subsidiary, Aluko, has main manufacturing facilities at Eumsung-kun,
Daesomyun, Daepoong-ri 403-1 Daepoongri, North Choonchung Province in South
Korea. The Company's production facilities are in this location. As of Sept 30,
2000, the net book value after depreciation of the companies land and equipment
are as follows:
Land -- (27,001 Square meters) $1,875,338
Buildings -- $ 764,137
Plant Structure -- $2,121,970
Machinery -- $4,743,529
Vehicles -- $ 31,996
Tools and Office Equipment -- $ 202,283
Certain relationships and related transactions.
There are no relationships, transactions, or proposed transactions to which
the registrant was or is to be a party, in which any of the named persons set
forth in Item 404 of Regulation SB had or is to have a direct or indirect
material interest.
Market for common equity and related stockholder matters.
The Shares have not previously been traded on any securities exchange. At the
present time, there are no assets available for the payment of dividends on
the Shares.
-22-
Executive compensation.
(a) No officer or director of Nicole is receiving any remuneration at this
time.
(b) There are no annuity, pension or retirement benefits proposed to be paid
to officers, directors, or employees of the corporation. However, the
Company proposes to create such a plan in the future depending on the
success of the Company.
(c) No remuneration is proposed to be in the near future, either directly or
indirectly by the corporation to any officer or director under any plan
which is presently existing. However, the Company proposes to create a
plan in the future depending on the success of the Company.
Financial statements.
To the Board of Directors
Nicole Industries, Inc.
Coachella, California
I have audited the accompanying balance sheets of Nicole Industries, Inc. (a
Nevada Corporation) as of July 31, 2000 and December 31, 1999 and the related
statements of income and retained earnings, and cash flows for the year
ended. These financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on these financial
statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards.Those standards require that I plan and perform the audit 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. I believe that my audit provides a
reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Nicole Industries, Inc. as
of July 31, 2000 and December 31, 1999, and the results of its operations and
its cash flows for the periods ended in conformity with generally accepted
accounting principles.
This audit has been restated to clarify the results of the company's
agreement and plan of reorganization adopted July 11, 2000.
/s/ David M. Winings
David M. Winnings
Palm Desert, California
October 4, 2000 and December 1, 2000
<TABLE>
<CAPTION>
NICOLE INDUSTRIES, INC.
BALANCE SHEETS
July 31, 2000 and December 31, 1999
July 31, 1999 1999
------------- ----
<S> <C> <C>
ASSETS
Cash and bank deposits 3,609,466 1,369
Marketable Securities 4,248,466 -0-
Accounts and notes receivable 4,792,856 -0-
Inventories 2,454,394 -0-
Short-term loans 169,585 -0-
Prepaid expenses and other
current assets 1,108,022 -0-
Investment in Securities 5,810,175 -0-
Land 1,873,322 -0-
Buildings and Structures 2,932,557 -0-
Machinery and equipment 5,041,587 -0-
Transportation equipment, tools
and 245,208 -0-
Construction in-progress 1,810,638 -0-
Other assets and deferred charges 263,599 -0-
Total assets 34,359,875 1,369
========== =====
Liabilities
Short-term borrowings 12,953,503 -0-
Accounts and notes payable 2,726,485 -0-
Accrued liabilities 806,773 -0-
Other current liabilities 873,117 -0-
Current portion of long term debt 1,045,697 -0-
Long term debt, less current
portion 1,758,344 40,000
Severance and retirement benefits 618,171 -0-
Other liabilities 2,321,851 -0-
---------- ------
Total liabilities 23,103,941 40,000
Minority Interest 5,509,965 -0-
Stockholder's Equity
Common stock 100,000 1,385
Capital Surplus 5,696,150 -0-
Retained earnings (50,181) (40,016)
----------- --------
Total stockholders' equity 34,359,875 1,369
========== ========
========== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<TABLE>
<CAPTION>
NICOLE INDUSTRIES, INC.
STATEMENTS OF INCOME AND RETAINED EARNINGS
For the Seven Months Ended July 31, 2000 and Year Ended December 31, 1999
July 31, 2000 1999
------------- ----
<S> <C> <C>
REVENUES -0- -0-
EXPENSES
Consulting Fees 10,000 10,000
Office Expenses 145 -0-
------ ------
INCOME BEFORE INCOME TAXES (10,145) (10,000)
INCOME TAXES -0- -0-
------ -------
NET INCOME (10,145) (10,000)
BEGINNING RETAINED EARNINGS (40,036) (30,036)
DIVIDENDS -0- -0-
------- -------
ENDING RETAINED EARNINGS (50,181) (40,036)
</TABLE>
The accompanying notes are an integral part of these financial statments
NICOLE INDUSTRIES, INC.
STATEMENTS OF CASH FLOWS
For the Seven Months Ended July 31, 2000 and Year Ended December 31, 1999
<TABLE>
July 31, 2000 1999
------------- ----
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C>
NET INCOME (10,145) (10,000)
ADJUSTMENTS TO RECONCILE NET INCOME
TO NET CASH PROVIDED BY OPERATING
ACTIVITIES 10,000 10,000
------ ------
NET CASH PROVIDED (USED) BY
OPERATING ACTIVITIES (145)- -0-
CASH FLOWS FROM INVESTING ACTIVITIES
ORGANIZATION COSTS (269,392)
--------- ------
NET CASH FLOWS FROM
INVESTING ACTIVITIES (269,392)
CASH FLOWS FROM FINANCING ACTIVITIES
ISSUE CAPITAL STOCK 282,595 -0-
CASH OF SUBSIDIARY 3,595,059 -0-
--------- ------
NET CASH FLOWS FROM
FINANCING ACTIVITIES 3,877,654 -0-
NET INCREASE (DECREASE) IN CASH 3,608,117 -0-
CASH AT BEGINNING OF YEAR 1,349 1,349
CASH AT END OF YEAR 3,609,466 1,349
========= =====
SUPPLEMENTAL DISCLOSURES
INTEREST PAID -0- -0-
</TABLE>
The accompanying notes are an integral part of these financial statements
NICOLE INDUSTRIES, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business
Nicole Industries, Inc. was organized under the laws of the State of Nevada
on January 3, 1996. The Company was incorporated primarily to engage in
any lawful activity.
NOTE 2 STOCK TRANSACTIONS
The Articles of Incorporation authorized the Company to issue up to 25,000
shares of capital stock at no par value.
On May 15, 1996, 16,001 shares were issued to individuals in return for
services rendered.
On October 6, 1998, the Articles of Incorporation were amended to authorize
the Company to issue 100,000,000 shares of capital stock, at a par value of
$.001.
On October 15, 1998, the Board of Directors issued a 39 to 1 forward split
of its capital stock shares.
On December 15, 1998, the Board of Directors agreed to sell up to 1,500,000
shares of its common stock at the stated par value of $.001.
As of December 31, 1998, 1,993,039 shares of common stock were issued and
outstanding.
On July 11, 2000, Nicole Industries, Inc., entered into an agreement and
plan of reorganization. Under the agreement, it issued 93,000,000 shares
of common stock to the owners of Aluko USA, Inc., a Delaware Corporation,
in return for all outstanding shares of Aluko, USA, Inc. Aluko, USA, Inc.
through its wholly owned subsidiary, IAT Korea, Inc. owns 50.01% of Aluko,
Korea. Please see additional information in Note.
NOTE 3 RELATED PARTY TRANSACTIONS
On May 15, 1996, shares of capital stock were issued to individuals in
return for services rendered. These individuals include officers of the
corporation.
Beginning in 1996, the corporation issued a note payable to the President
of the Corporation in the amount of $10,000 each year. The note was in
payment for administrative expenses paid on behalf of the corporation by
the President.This transaction was not recorded in prior years. Accordingly
a prior period adjustment in the amount of $40,000 is made.
NOTE 4 INVESTMENT IN WHOLLY OWNED SUBSIDIARY
As of June 11, 2000, the corporation acquired a wholly owned subsidiary,
IAT, Korea. IAT Korea owns 50.01% share in Aluko, Korea, a Korean
Manufacturer of electrolytic capicitors. The investment in IAT Korea is
maintained on the equity method of accounting.
Part II. Information not required in prospectus.
Indemnification of officers and directors.
Information on this item is set forth in Prospectus under the heading
"Disclosure of Commission Position on Indemnification for Securities Act
Liabilities."
Recent sales of unregistered securities.
There have been no recent sales unregistered securities.
Exhibits.
The Exhibits required by Item 601 of Regulation S-B, and an index thereto, are
attached.
Undertakings.
We undertake to provide at the initial closing and each subsequent interim
closing of this offering stock certificates in such demoninations and registered
in such names so as to permit our prompt delivery of the certificates to the
investors participating in such closing.
We will file, during any period in which we offer or sell securities, a
post-effective amendment to this registraton 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. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value
of securities offered would 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 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; and
(iii) include any additional or changed material information of the plan of
distribution.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
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 Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
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 Registrant 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 Act and will be governed by the
final adjudication of such issue.
-24-
EXHIBIT LIST
3.1 Articles of Incorporation. (Incorporated by reference in
Company's Form 10SB12G filed on August 18, 1999.)
3.2 Amended Articles of Incorporation. (Incorporated by
reference in Company's 8K filed on January 3, 2001.)
3.3 By-Laws. (Incorporated by reference in Company's
10SB12G filed on August 18, 1999)
5.1 Opinion re: Legality of stock being registered by
Adam U. Shaikh, Esq.
10.1 Company's Employment Agreement with Ju Young Park.
24.1 Consent of Accountant David Winings for inclusion of July
31, 2000 audit into Registration statement.
24.2 Consent of Attorney for inclusion Opinion regarding the
legality of stock into Registration statement. (Incorporated
by reference in Opinion marked exhibit 5.1)
25.1 Power of Attorney
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 of filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of
Kunpo-City, Kyonggi-Province, Country of South Korea, January 15, 2001.
Nicole Industries
By:/s/
Ju Young Park
-26-
