As filed with the Securities and Exchange Commission on June 23,
1999
Registration No.
FORM S-4
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
THEINTERNETCORP.NET, INC.
(Name of small business issuer in its charter)
3158 Redhill Avenue, Suite 240, Costa Mesa, CA 92626 (949) 770-2578
(Address and telephone number of Registrant's principal executive
offices and principal place of business)
Shawn F. Hackman, Esq., 3360 West Sahara Avenue, Las Vegas, Nevada
89102 (702) 732-2253
(Name, address, and telephone number of agent for service)
Approximate date of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
CALCULATION OF REGISTRATION FEE
Title of each
class of
securities to
be registered
Amount to be
registered (1)
Proposed
maximum
offering price
per unit (12)
Proposed
maximum
aggregate
offering price
Amount of
registration
fee
Common shares
12,670,000
1.00
12,670,000
$3,522.26
(1) This Registration Statement relates to the securities of the
Registrant to be issued to the shareholders of Cycle-Parts.com,
Inc. ("CPCI"), pursuant to an Agreement and Plan of
reorganization dated May 28, 1999.
(2) Estimated solely for purposes of 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.
THEINTERNETCORP.NET, INC.
CROSS REFERENCE SHEET
(Showing Location in the Prospectus/Proxy of Information
Required by Items 1 through 19, Part I, of Form S-4)
Item in Form S-4 Prospectus/Proxy Caption
1.
Front of Registration
Statement and Outside
Front Cover of
Prospectus
Facing Page of Registration
Statement; Outside Front Page
of Prospectus
2.
Inside Front and Outside
Back Cover Pages of
Prospectus
Inside Front Cover Page of
Prospectus; Outside Back Page
of Prospectus
3.
Summary Information and
Risk Factors
Prospectus Summary; Risk
Factors
4.
Terms of Transaction
Prospectus Summary - The
Merger; The Transaction; Tax
Consequences
5.
Pro Forma Financial
Information
Pro Forma Financial Information
6.
Material Contacts with
Company Being Acquired
Management; Certain Transaction
7.
Reoffering by Persons
deemed Underwriters
Shares Eligible for Future Sale
8.
Interest of Named
Experts and Counsel
Experts; Legal Matters
9.
Disclosure of Commission
Position on
Indemnification for
Securities Act
Liabilities
Indemnification of Directors
and Officers
14.
A. Description of
Business
TICI - Business
B. Description of
Property
Properties
C. Legal Proceedings
Legal Proceedings
17.
Information regarding
CPC
The Companies; Certain
Transactions CPC - Business
18.
Information if Proxies,
Consents or
Authorizations are to be
Solicited
Proxy Information
SUBJECT TO COMPLETION, DATED June 18, 1999
PROSPECTUS/PROXY STATEMENT
THEINTERNETCORP.NET, INC.
A Nevada Corporation
This Prospectus/Proxy relates to the proposed merger between
THEINTERNETCORP.NET, INC. ("TICI") with Cycle-Parts.com, Inc.,
("CPC"), pursuant to an Agreement and Plan of Reorganization dated
May 28, 1999.
AN INVESTMENT IN THE SECURITIES OFFERED HEREBY INVOLVES A HIGH
DEGREE OF RISK AND IMMEDIATE SUBSTANTIAL DILUTION OF THE BOOK VALUE
OF THE COMMON STOCK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN
AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. SEE "DILUTION" and "RISK
FACTORS."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS/PROXY. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Information contained herein is subject to completion or amendment.
A registration statement relating to these securities has been filed
with the Securities and Exchange Commission. These securities may
not be sold nor may offers to buy be accepted prior to the time the
registration statement becomes effective. This prospectus/proxy
shall not constitute an offer to sell or the solicitation of an
offer to buy nor shall there be any sale of these securities in any
State in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of
any such State.
Prior to this registration, there has been no public market for the
shares of Common Stock. See "RISK FACTORS" and "DESCRIPTION OF
SECURITIES".
TICI intends to apply for inclusion of the Common Stock on the
National Association of Securities Dealers OTC Bulletin Board ("OTC
BB")("NASDAQ"), although there can be no assurances that an active
trading market will develop even if the securities are accepted for
quotation. Additionally, even if the Company's securities are
accepted for quotation and active trading develops, TICI is still
required to maintain certain minimum criteria, of which there can be
no assurance that TICI can meet these criteria in the future. (See
"RISK FACTORS").
The date of this Prospectus/Proxy Statement is June 18, 1999.
AVAILABLE INFORMATION
TICI filed a Form 10SB with the Securities and Exchange Commission
(the "Commission") on May 12, 1999, and is subject to the reporting
requirements of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") and in accordance therewith will file reports, proxy
statements and other information with the Securities and Exchange
Commission (the "Commission").
Reports and other information filed by TICI can be inspected and
copied at the public reference facilities maintained at the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549. Copies of such material can be obtained upon written request
addressed to the Commission, Public Reference Section, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The
Company has filed with the Commission a registration statement on
Form S-4 (herein together with all amendments and exhibits referred
to as the "Registration Statement") under the Securities Act of
1933, as amended (the "Act") of which this Prospectus forms a part.
This Prospectus does not contain all of the information set forth in
the Registration Statement, certain parts of which have been omitted
in accordance with the rules and regulations of the Commission. For
further information reference is made to the Registration Statement.
TICI's Form 10SB is hereby incorporated herein by reference. This
includes the following Exhibits:
3.1
Articles of Incorporation - TICI
3.2
By-Laws - TICI
TICI will provide copies of its Form 10SB and any exhibit upon
request made to TICI's offices, as identified herein.
ITEM 3. PROSPECTUS/PROXY SUMMARY AND RISK FACTORS
The following summary is qualified in its entirety by reference to
the more detailed information and the financial statements,
including the notes thereto, appearing elsewhere in this
Prospectus/Proxy. Each prospective investor is urged to read this
Prospectus/Proxy in its entirety.
THE COMPANIES
TheInternetCorp.net, Inc. ("TICN") was organized under the laws of
the State of Nevada on
April 28, 1999. Since inception, our primary activity has been
directed to organizational efforts. We were formed as a vehicle to
acquire a private company desiring to become an SEC reporting
company in order thereafter to secure a listing on the over the
counter bulletin board.
Cycle-Parts was incorporated in Florida in March,1999. Cycle-Parts
sells original manufacturer equipment motorcycle parts exclusively
through the internet. Cycle-Parts is presently talking to Honda
regarding getting a licensing agreement to use their name, Honda
motorcycle pictures, and parts numbering system on its website.
From the start of its website under the name of
InternetMotorcycleParts.com in May, 1996 through March, 1999, the
business was operated as a sole proprietorship by Mr. Robert Rill,
the president of Cycle-Parts. The main operating activities
consisted of recruiting personnel, developing the technological
structure necessary to operate the website and process orders,
building operating structure, establishing distributor relationships
necessary to fulfill the parts orders. The business has been
operational since 1996 and has been selling motorcycle parts over
the internet.
Cycle-Parts was incorporated in March, 1999 in Florida. On March
16, 1999, Cycle-Parts.com acquired the domain name, the website and
related software for the on-line e-commerce motorcycle parts sales
business. The former website is linked to this new website.
Cycle-Parts is the leading e-commerce provider of original equipment
manufacturer motorcycle parts. Original equipment manufacturer
motorcycle parts are those made by the original manufacturer of a
motorcycle. Cycle-Parts offers these parts at a discount of from
10% to 45% below the retail price. Cycle-Parts' customers are either
present owners of the model motorcycles carried by Cycle-Parts or
they are small parts shop or repair shop owners who repair these
motorcycles.
According to Motorcycle On-Line an estimated 900,000 motorcycle
owners currently use the internet. These motorcycle users have a
mean income of $50,000 a year, and 75% of who require original
equipment parts to repair or restore their motorcycle. The average
cost to the motorcycle owner for these parts is $350. This allows
for a current potential market of $315 million in motorcycle part
sales by internet users, which at current rates will double each
year.
We plan to capitalize on our technology and the internet to develop
a direct-to-customer relationship in the parts industry. To date,
we are not aware of any other business that has developed
similar direct-to-customer discount parts sales in the online parts
industry. This could be because, until recently, no medium existed
that could accommodate both a high volume of traffic in the
logistical infrastructure necessary to provide information and
target customers in an efficient and economical manner.
TICN's executive offices are located at 3158 Redhill Ave., Ste. 240,
Costa Mesa, California 92626; and its telephone number is 714-428-
0632.
CPC's executive offices are located at 2950 S.W. Archer Road, Suite
C, Gainesville, Florida 32608; and its telephone number is 352-378-
2274.
THE MERGER - SUMMARY
TICN has entered into an Agreement and Plan of Reorganization with
CPC. At some time after the effective date of this Registration
Statement, CPC is to be acquired by TICN by an exchange of shares
with CPC, which will become a wholly owned subsidiary of TICN. The
Reorganization requires TICN to issue 12,660,000 shares of common
stock, $.001 par value, to the existing shareholders of CPC for
12,660,000 shares of common stock of CPC, $0.01 par value.
The Shareholders of TICN and CPC will vote on this Reorganization at
a special meeting to be held July 1, 1999 or any extension thereof
necessitated by the effective date of this Registration Statement.
Securities Outstanding Prior to the Offering: TICN Common Stock
1,000,000 Shares
Subsequent to the Offering: TICN Common Stock 12,670,000 Shares
RISK FACTORS
THE SECURITIES OFFERED HEREBY ARE HIGHLY SPECULATIVE AND SHOULD BE
PURCHASED ONLY BY PERSONS WHO CAN AFFORD TO LOSE THEIR ENTIRE
INVESTMENT IN THE COMPANY. EACH PROSPECTIVE INVESTOR SHOULD
CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS, AS WELL AS ALL OTHER
INFORMATION SET FORTH ELSEWHERE IN THIS PROSPECTUS.
Dependence Upon Management. After the Merger, we will be
substantially dependent upon the personal efforts and ability of our
President, Secretary, and Directors, Karen Bohringer, Terry
Cuthbertson, and Gerald I. Quinn.
The loss or inability of Karen Bohringer, Terry Cuthbertson, and
Gerald I. Quinn to perform any of their respective duties may have
a serious adverse effect upon our activities and could significantly
delay the achievements of our economic goals. (See "MANAGEMENT").
Requirement of Audited Financial Information for Businesses That May
Be Acquired. We will be subject to the periodic reporting
requirements of the Exchange Act. Current reports will be required
each time a reportable event occurs relating to our business
affairs. Should we contemplate the acquisition of a significant
amount of assets of another company or of the other company
itself, it will be required to provide the Securities and Exchange
Commission with certified financial statements of the company
or companies to be acquired. No assurances can be given that
such certified financial statements of a contemplated acquisition
will be available to us. We may, therefore, be precluded from
making such acquisition or acquisitions if the requisite financial
information is unavailable or can only be obtained at excessive cost
to us.
No Assurance of NASD Listing. Prior to this Offering, no public
trading market existed for the Common Stock of TICN. There can be
no assurances that a public trading market for the Common Stock will
develop or that a public trading market, if developed, will be
sustained. Although we anticipate that we will be eligible for
inclusion on the OTC BB as of the Effective Date. Consequently,
there can be no assurance that a regular trading market, other than
OTC trading, for our securities will develop after the completion of
the Reorganization. If a trading market does in fact develop
for the securities offered hereby, there can be no assurance that
it will be maintained. If for any reason such securities are not
listed on OTC BB, the listing is not maintained, or a public trading
market does not develop, holders of such securities may have
difficulty in selling their securities should they desire to do so.
Dilution. Upon completion of the Reorganization and without giving
effect to the exercise of any warrants, the net tangible book value
per share of TICN's Common Stock will be $201,887.00 representing an
immediate increase of approximately $.014 per share in net tangible
book value, or 1,400%.
No Dividends. We have paid no dividends on its Common Stock since
its inception and do not intend to pay dividends on our Common Stock
in the foreseeable future. Any earnings which we may realize in the
foreseeable future will be retained to finance our economic
growth (See "DESCRIPTION OF SECURITIES").
Loss of Control of Company by Present Shareholder After Offering.
After completion of the reorganization, our present shareholder
will own less than 1% of the shares then outstanding. Accordingly,
as a practical matter, the present shareholder will no longer be in
a position to elect all of our directors and control its policies.
(See "DILUTION," and "PRINCIPAL SHAREHOLDERS").
Shares Available for Resale. The 12,660,000 shares of our Common
Stock will be free trading securities and, in the future, may be
sold in compliance with Rule 144 adopted under the Securities Act,
as amended. Possible or actual sales of our Common Stock by present
shareholders under Rule 144 may have a depressive effect on the
price of our Common Stock in any market which may develop (See
"DILUTION" and "CERTAIN TRANSACTIONS").
ITEM 4. TERMS OF TRANSACTION
THE SPECIAL MEETING
A special meeting of the shareholders of TICN and CPC will be held
at the executive offices of TICN at 3158 Redhill Ave., Ste. 240,
Costa Mesa, California on July 1, 1999 at 1:00 pm, Pacific Standard
Time or any extension thereof necessitated by the effective date of
this Registration statement.
At the special meeting, holders of TICN/CPC shares will consider and
vote upon (i) a proposal to adopt the Agreement and Plan of
Reorganization attached as Schedule A to this Prospectus/Proxy (the
"Reorganization Agreement") providing for the Reorganization of CPC,
becoming a wholly owned subsidiary of TICN, and the issuance to CPC
shareholders of 12,660,000 common shares of TICN for each share of
CPC in connection therewith, (ii) for the election of new officers
and directors of TICN and (iii) any other matters that may properly
come before the special meeting.
The record date for the special meeting is May 30, 1999 (the
"Record Date").
The affirmative vote of the holders of a majority of the outstanding
shares of TICN and CPC Common Stock entitled to vote thereon is
required to adopt the Reorganization Agreement
All shares of TICN and CPC Common Stock represented at the special
meeting by properly executed proxies received prior to or at the
special meeting, and not revoked, will be voted in accordance with
the instructions indicated on such proxies. If no instructions are
indicated, such proxies will be voted for the adoption of the
Reorganization Agreement.
Any proxy given may be revoked by the person giving it at any time,
without affecting any vote previously taken, by (i) giving notice to
the Secretary of CPC in writing or in open meeting or (ii) duly
executing a later dated proxy relating to the same shares and
delivering it to the Secretary of CPC before the taking of the
vote at the special meeting. Any written notice of revocation or
subsequent proxy should be sent and delivered to TICN or CPC as the
case may be, Attention: Secretary, or hand delivered to the
Corporate Secretary at or before the taking of the vote at the
special meeting.
THE TRANSACTION
CPC is to exchange all of its issued and outstanding common shares
in the amount of 12,660,000 for 12,660,000 common shares of TICN.
CPC will become a wholly owned subsidiary of TICN.
In accordance with the Reorganization Agreement, on its effective
date, the officers and directors of TICN shall resign, and will be
replaced by Karen Bohringer, Terry Cuthbertson, and Gerald I.
Quinn, who will remain as officers and directors of TICN.
On the effective date of the Reorganization Agreement, each of the
12,660,000 outstanding shares of CPC common stock shall be exchanged
for 12,660,000 shares of TICN common stock. On the effective date of
the Reorganization Agreement, each share of CPC common stock shall
be exchanged for and converted into one share of TICN common stock..
Of the 1,000,000 common shares of TICN outstanding prior to the
effective date of the Reorganization Agreement, the sole shareholder
of TICN will sell 990,000 shares back to the Company for $1.00, and
the retain 10,000 shares. After the Reorganization, there will be
12,670,000 shares of TICN shares outstanding.
In addition, the 2,000,000 five year warrants granted to Wizard
Financial Services, Inc., Stevens & Lee Inv. Co., Ltd., Terry
Cuthbertson, and Gerry I. Quinn (500,000 each) to purchase 2,000,000
shares of CPC common stock at an exercise price of $.10 per share
shall be exchanged for warrants to purchase 2,000,000 shares of TICN
common stock at an exercise price of $.10 per share.
TAX CONSEQUENCES
The Reorganization contemplated by this Agreement is intended to
qualify as a tax-free reorganization, as contemplated by Section
368(A) of the Internal Revenue Code of 1986, as amended.
ITEM 5. PRO-FORMA FINANCIAL INFORMATION
TheInternetCorp.Net, Inc.
Pro-Forma Combined Balance Sheet
March 31, 1999
(Unaudited)
TICI
TICI
CPCI
Pro Forma
Combined
April 30, 1999
Adjustments
Pro Forma
Current Assets
Cash
$ 0
$
6,525
$ 6,525
Accounts Receivable
From Related Parties
765
197,593
198,358
Total Current Assets
765
204,118
0
204,883
Intangible Assets,
net
235
235
Total Assets
1,000
204,118
0
205,118
Liabilities And
Shareholders Equity:
Accounts Payable and
Accrued Expenses
-
3,231
3,231
Shareholders'
Equity:
Common Stock
1,000
206,741
207,741
Accumulated Deficit
-
(5,854)
(5,854)
Total Shareholders'
Equity
1,000
200,887
-
201,887
Total Liabilities
and Shareholders'
Equity
1,000
204,118
-
205,118
TheInternetCorp.Net, Inc.
Pro-Forma Combined Condensed Statement of Operations
For the Three Months Ended March 31, 1999
(Unaudited)
TICI
TICI
Pro Forma
Combined
Historical
CPCI
Adjustments
Pro Forma
Sales
$ -
$ 27,274
$27,274
Cost of Sales
-
22,317
22,317
Gross Profit
-
4,957
-
4,957
Operating Expenses
-
10,811
10,811
Net Loss
-
(5,854)
-
(5,854)
Net Loss Per Share
-
(0.00)
Weighted Average
Shares Outstanding
12,660,000
12,660,000
TheInternetCorp.Net, Inc.
Pro-Forma Combined Condensed Statement of Operations
For the Year Ended December 31, 1998
(Unaudited)
TICI
TICI
Pro Forma
Combined
Historical
CPCI
Adjustments
Pro Forma
Sales
$ -
$ 78,486
$ 78,486
Cost of Sales
-
55,528
55,528
Gross Profit
-
22,958
-
22,958
Operating Expenses
-
56,237
56,237
Net Loss
-
(33,279)
-
(33,279)
Net Loss Per Share
-
(0.00)
Weighted Average
Shares Outstanding
12,660,000
12,660,000
ITEM 6. MATERIAL CONTACTS WITH COMPANY BEING ACQUIRED
Pursuant to the Agreement and Plan of Reorganization with CPC, the
outstanding common stock of CPC shall be exchanged for shares of our
common stock on a one for one basis as provided for in the
Agreement. Also warrants granted to Wizard Financial Services, Inc.,
Stevens & Lee Inv. Co., Ltd., Terry Cuthbertson, and Gerry I. Quinn
(500,000 each) to acquire shares of CPC shall be exchanged for
warrants to acquire TICN's stock.
ITEM 7. REOFFERING BY PERSONS DEEMED UNDERWRITERS
Upon the consummation of this Reorganization, we will have
12,670,000 shares of Common Stock outstanding (not including
warrants). Of these shares, the 12,660,000 shares issued in the
Reorganization will be freely tradable without restriction or
further registration under the Securities Act of 1933, as amended,
except for any shares purchased by an "affiliate" of the Company (in
general, a person who has a control relationship with us) which
will be subject to the limitations of Rule 144 adopted under the
Act.
ITEM 8. INTEREST OF NAMED EXPERTS AND COUNSEL
No named expert or counsel was hired on a contingent basis,
will receive a direct or indirect interest in the small business
issuer, or was a promoter, underwriter, voting trustee, director,
officer or employee of the small business issuer.
ITEM 9. DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES
The bylaws of TICN do provide for the indemnification of any
director, officer, employee or agent of the issuer, or any person
serving in such capacity for any other entity or enterprise at the
request of the issuer against any and all legal expenses
(including attorneys fees), claims and liabilities arising out of
any action, suit or proceeding, except an action by or in the right
of the issuer. The bylaws of CPC do provide for such
indemnification, and management intends that the bylaws of each
company shall provide for indemnification of officers and directors
to the extent permitted by Nevada law for TICN and by Florida law
for CPC.
Nevada law provides liberal indemnification of officers and
directors of Nevada corporations.
Section 78.7502 of the Nevada Revised Statutes permits a corporation
to indemnify any officer, director, employee, or agent, who is, was,
or is threatened to be made a party to any action, whether civil,
criminal, administrative, or investigative, except an action by or
in the right of the corporation, by reason of the fact that he is or
was an officer, director, employee, or agent, if he acted in good
faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and, in the case
of a criminal action, he had no reasonable cause to believe that his
conduct was unlawful. In the case in which a director, officer,
employee, or agent of a corporation has been successful on the
merits or otherwise in defense of such action, the corporation must
indemnify him for expenses, including attorneys' fees, actually and
reasonably incurred by him. Insofar as indemnification for
liabilities arising under the federal securities laws may be
permitted to directors and controlling persons of the issuer, the
issuer has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the law and is, therefor, unenforceable. In the event
a demand for indemnification is made, the issuer will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy
as expressed in the law and will be governed by the final
adjudication of such issue.
ITEM 14. INFORMATION WITH RESPECT TO REGISTRANT
TICI - BUSINESS
TheInternetCorp.net, Inc. ("TICN") was organized under the laws of
the State of Nevada on April 29, 1999. Since inception, our
primary activity has been directed to organizational efforts. We
were formed as a vehicle to acquire a private company desiring to
become an SEC reporting company in order thereafter to secure a
listing on the over the counter bulletin board.
DILUTION
The difference between the initial public offering price per share
of Common Stock and the pro forma net tangible book value per share
after this offering constitutes the dilution to investors in this
offering. Net tangible book value per share is determined by
dividing the net tangible book value (total assets less intangible
assets and total liabilities) by the number of outstanding shares
of Common Stock.
At May 30, 1999, we had outstanding an aggregate of 1,000,000
shares of Common Stock having an aggregate net tangible book value
of $1.000 or $.001 per share. After giving effect to the 12,660,000
shares to be issued in connection with the Reorganization, the
990,000 to be sold back to the Company for $1.00, and the retention
of 10,000 shares by the original shareholder, the pro forma net
tangible book value of the Common Stock would be $201,887 or
approximately $.014 per share. This represents an immediate
increase in pro forma net tangible book value of $.013 per share.
Additionally, we may, in the future, issue shares of its Common
Stock for whatever business purposes we deem valid. Such issuances
of shares of Common Stock, including shares issuable pursuant to a
company stock option plan, may result in a further dilution of the
interest of our shareholders as well as the percentage of
ownership of purchasers of shares in this Offering.
CAPITALIZATION
The following table sets forth the capitalization of TICI as of
April 30, 1999 and as adjusted to give effect to the securities
currently issued and outstanding, and the issuance of securities in
connection with the Merger. For a description of the Common Stock
see "DESCRIPTION OF SECURITIES."
Actual
As Adjusted
Short Term Debt
0
0
Shareholders' Equity:
Common Stock, $.001 par value;
50,000,000 shares authorized;
1,000,000 shares issued and
outstanding;
12,670,000 shares issued as adjusted
1,000
201,887
Paid in Capital
0
0
Retained Earnings
0
0
Total Shareholders' Equity
1,000
1,000
Total Capitalization
1,000
201,887
SELECTED FINANCIAL INFORMATION
The following summary financial information has been summarized from
the Company's Financial Statements included elsewhere in this
Prospectus/Proxy. The information should be read in conjunction with
the Financial Statements and the related Notes thereto. See
"FINANCIAL STATEMENTS".
THEINTERNETCORP.NET, INC.
(A DEVELOPMENT STAGE COMPANY)
PERIOD ENDING APRIL 30, 1999
April 30, 1999
SUMMARY OF OPERATING REVENUES
General, selling and administrative
expenses
0
NET PROFIT
Net profit per common share
0
Summary balance sheet data
0
Total assets
765
MANAGEMENT
As of May30, 1999, the Board of Directors consisted of Mr. Vincent
van den Brink, who is also our President, and Secretary
Name / Title / Address
Age
Start of Term
on TICI Board
Start of Term on
CPC Board
Vincent van den Brink
3158 Redhill Avenue
Suite 240
Costa Mesa, CA 92626
52
April 29, 1999
July 1, 1999
VINCENT VAN DEN BRINK
Mr. Van den Brink has been President, Secretary and Director of the
Issuer since April 29, 1999. Since October 1997 to present, he has
been a Financial Consultant with Airway Capital, Costa Mesa,
California, providing asset based lending, factoring, equipment
leasing, and export financing for various businesses. From June
1985 until May 1997, he was a Business Consultant writing business
plans and business development plans for companies across the
country. Since 1978 to present, in addition to working for the
above companies, he has been operating an export business providing
export consulting, exporting products and sourcing products for
international clients. He holds degrees in automotive engineering,
business administration, and small business management. He is fluent
in English, Dutch, German and Afrikaans.
PRINCIPAL STOCKHOLDERS
The following table sets forth information regarding the ownership
of our Common Stock (i) before the Merger as of the date of this
Prospectus, and (ii) as adjusted to reflect the shares issued in the
Merger, by each person who is known by the Company to own more than
5% of our outstanding Common Stock; each of our directors; and
directors of the Company as a group:
Security ownership of certain beneficial owners Security ownership
of certain beneficial owners - THEINTERNETCORP.NET, INC. as of May
30, 1999 - Pre-Merger
Title of
Class
Name/Address of Owner
Shares
Beneficially
Owned
Percent of
Class
Common
Vincent van den Brink
3158 Redhill Avenue
Suite 240
Costa Mesa, CA
1,000,000
100%
Common
Officers and Directors (1
person)
1,000,000
100%
Post-Merger - shown in common stock of the new company
Title of
Class
Name/Address of Owner
Shares
Beneficially
Owned
Percent of
Class
Common
Robert Hill (1)
2950 S.W. Archer Road
Suite C
Gainesville, FL 32608
1,670,000
13.2%
Common
Karen Bohringer (2)
5,250,000
41.4%
Common
Terry Cuthberson
100,000
.8%
Common
Gerald I. Quinn
100,000
.8%
Common
Officers and Directors
(2 individuals)
5,450,000
43%
(1) Robert Rill owns 1,225,000 shares along with his wife, Tara Rill,
who owns 220,000, and 200,000 owned by Strategic Capital
Advisors, a company owned by Mr. Rill.
(2) Karen Bohringer, and her husband John Bohringer, along with other
family members, own Goldenvale Investment Holdings, Ltd., owner
of 5,250,000 shares.
Resumes of Post-Merger Officers and Directors
TERRY CUTHBERTSON
After the exchange closes, Mr. Cuthbertson, 49, will be the
president and director of TICN. From 1995 to 1999, Mr. Cuthbertson
was the Director of Finance of Tech Pacific Group, the largest
distributors of information technology and telecommunications
products in the Asia-Pacific region. Tech Pacific is part of the
worldwide Hagemeyer Group of the Netherlands. Hegemeyer is publicly
listed on the Amsterdam Stock Exchange with worldwide revenues
exceeding US $7 billion. Prior to joining Tech Pacific, he spent
the previous 25 years with KPMG Peat Marwick, Sidney, Australia.
While at KPMG, he worked as a partner in both Audit Services and
KPMG Corporate Services, where he was involved in company
refinancing, public offerings, merger acquisition reviews, and
company restructuring . He was made a director of KPMG Corporate
(NSW) Pty. Ltd. in 1989. He received a Bachelor of Business degree
in 1981 from the New South Wales University of Technology,
Accounting Procedures Certificate from St. George Technical College
and is an Associate of the Institute of Chartered Accountants in
Australia.
GERALD I. QUINN
After the exchange, Mr. Quinn, 56, will be Vice-President, Secretary
and a Director of TICN. In May, 1996 to present, Mr. Quinn became
the Chief Executive Officer and a Director of Wavetech
International, Inc., a reporting public company. Prior to this, he
was President of Interpretel (Canada) Inc., a subsidiary of
Wavetech, from 1995 to 1996. From 1986 to 1994, Mr. Quinn was Vice
President of University Affairs and Development at the University of
Guelph, one of Canada's leading teaching and research universities,
where he was responsible for marketing, image development,
constituent relations and media relations, including systems
development, telemarketing and the development, telemarketing and
the development of affinity programs. Since 1984, Mr. Quinn has
served as a consultant to Cableshare Interactive Technology, Inc.,
a Canadian TSE listed public company that operates in the
interactive television industry and became a director in 1993. In
1997, Mr. Quinn negotiated a merger of Cableshare into Source Media,
Inc. (NASDAQ: SRCM).
KAREN BOHRINGER
After the exchange, Ms. Bohringer, 39, will be a director of TICN.
From 1990 to present, Ms. Bohringer is the owner of Bohringer &
Associates, a computer training company in Queensland, Australia.
Karen attended school at Loreto Convent, Brisbane. In 1983 Karen
moved to the United States to undertake computer programming
studies. In 1986 she received a Certificate with Honors from
Harvard University, Boston, MA in Advanced Cobol Programming and a
Diploma in 1985 from the American Institute of Computer Programming
in Atlanta, GA. Upon returning to Australia, Karen lectured on
programming languages at Hales Private College, Melbourne, for 18
months. From 1987 to 1989, she became the Australian Training
Manager for MAI Basic Four, an American computer hardware/software
company, and traveled extensive completing software installations
and staff training. In 1990, she formed Bohringer & Associates, to
do contract computer training for such companies as the Australian
Securities Commission, Australian Wool Corporation, B.H.P., Shell
Oil, the Supreme Court, the Premiers Department, Director of Public
Prosecutions, Department of Health, and the Department of Housing.
Ms. Bohringer has lectured as the Royal Melbourne Institute of
Technology on Pascal Programming.
MARKET PRICE AND DIVIDEND POLICY
Registrant's common stock is not traded.
The Registrant has never paid a cash dividend and has no present
intention of so doing.
DESCRIPTION OF SECURITIES
TICN Common Stock. The holders of Common Stock are entitled to one
vote for each share held of record on all matters to be voted on by
the shareholders.
There is no cumulative voting with respect to the election of
directors, with the result that the holders of more than 50 percent
of the shares have the ability to elect the directors. The holders
of Common Stock are entitled to receive dividends when, as, and if
declared by the Board of Directors out of funds legally available
therefor. In the event of liquidation, dissolution or winding up of
the Company the holders of Common Stock are entitled to share
ratably in all assets remaining available for distribution to them
after payment of liabilities and after provision has been made for
each class of stock, if any, having preference. The Common Stock.
Holders of shares of Common Stock, as such, have no conversion,
preemptive or other subscription rights, and there are no redemption
provisions applicable to the Common Stock. All of the outstanding
shares of Common Stock are, and the shares of Common Stock offered
hereby when issued against the consideration set forth in this
Prospectus, will be, fully paid and nonassessable. The Company's
Certificate of Incorporation, as amended, authorizes 50,000,000
shares of $.001 par value Common Stock, of which 1,000,000 shares
were issued and outstanding as of May 30, 1999. All of the issued
and outstanding shares of Common Stock are fully paid, validly
issued and non-assessable.
Transfer Agent. The Transfer Agent and Registrar for the Common
Stock is Pacific Stock Transfer Company, Las Vegas, NV.
Warrants. No TICN warrants are outstanding. Warrants which were
granted to Wizard Financial Services, Inc., Stevens & Lee Inv. Co.,
Ltd., Terry Cuthbertson, and Gerry I. Quinn (500,000 each) to
acquire shares of CPC shall be exchanged for warrants to acquire
TICN's stock..
LITIGATION
No material legal proceedings are pending to which TICI or any of
its property is subject and to the knowledge of TICI, there are no
other proceedings threatened.
ITEM 17. INFORMATION WITH RESPECT TO CPC
CPC - BUSINESS
Cycle-Parts sells original manufacturer equipment motorcycle parts
exclusively through the internet. From the start of its website
under the name of InternetMotorcycleParts.com in May, 1996 through
March, 1999, the business was operated as a sole proprietorship by
Mr. Rob Rill, the President of Cycle-Parts. The main operating
activities consisted of recruiting personnel, developing the
technological structure necessary to operate the website and process
orders, building operating structure, and establishing distributor
relationships necessary to fulfill the parts orders.
Cycle-Parts. was incorporated in March, 1999 in Florida. On March
16, 1999, Cycle-Parts.com acquired the domain name, the website and
related software for the on-line e-commerce motorcycle parts sales
business. The former website is linked to this new website.
Cycle-Parts.com is the leading e-commerce provider of original
equipment manufacturer ("OEM") motorcycle parts. Original equipment
manufacturer motorcycle parts are those made by the original
manufacturer of a motorcycle. Cycle-Parts offers these parts at a
discount of from 10% to 45% below the retail price. Cycle-Parts now
can supply parts for motorcycle for Honda, Suzuki, Yamaha, and
Kawasaki motorcycles. We are in the process of adding more models of
motorcycles so as to increase our parts coverage. We also plan to
make available parts for other brands of motorcycles.
Cycle-Parts' customers are either present owners of the model
motorcycles carried by Cycle-Parts or they are small parts shop or
repair shop owners who repair these motorcycles. To date, we are
not aware of any other business that has developed similar direct-
to-customer discount parts sales in the online parts industry. This
could be because, until recently, no medium existed that could
accommodate both a high volume of traffic in the logistical
infrastructure necessary to provide information and target customers
in an efficient and economical manner. After the Merger, Cycle-Parts
will operate as a wholly owned subsidiary of TICN.
Security Ownership of Certain Beneficial Owners -
Cycle-Parts.com, Inc. as of May 28, 1998 - Pre-merger
Title of
Class
Name/Address of Owner
Shares
Beneficially
Owned
Percent of
Class
Percent of
Class -
Diluted
Common
Robert A. Rill
1,670,00
13.2%
13.28%
Common
Officers and Directors
(1 individuals)
1,670,000
13.2%
13.28%
CPC - SELECTED FINANCIAL INFORMATION
The following summary financial information has been summarized from
the Company's Financial Statements included elsewhere in this
Prospectus/Proxy. The information should be read in conjunction with
the Financial Statements and the related Notes thereto. See
"FINANCIAL STATEMENTS".
Cycle Parts.com, Inc.
Period Ended March 31,1999
March 31,
1999
SUMMARY OF OPERATIONS
REVENUES
27,274
COSTS OF SALES
22,317
TOTAL OPERATING EXPENSES
10,811
OTHER INCOME
0
EXTRAORDINARY ITEMS
0
NET PROFIT
(58,854)
NET PROFIT PER COMMON
SHARE BASIC
0
DILUTED
0
SUMMARY BALANCE
SHEET DATA
TOTAL ASSETS
204,118
INFORMATION REGARDING CPC SECURITIES
CPC's stock is not traded.
As of May 28, 1999 CPC had 12,660,000 shares of common stock
outstanding, together with 2,000,000 warrants convertible into
2,000,000 common shares. CPC has never paid a cash dividend and has
no present intention of so doing. There are no recent sales of CPC's
unregistered securities to be reported.
CPC - MANAGEMENT
Robert A. Rill is the President and Chairman of the Board of
Directors of CPC.
Mr. Robert A. Rill, 28 is the President and founder of Cycle-
Parts.Com, Inc. He started this internet company which specializes
in the distribution of OEM motorcycle parts using internet as its
exclusive method of distribution in March of 1999, under the domain
name Cycle-Parts.com. Prior to starting the company Mr. Rill had
been developing this internet site over a three year period
operating under the name "Internet Motorcycle Parts" from July 1996
to March 1999. Mr. Rill is also the President and founder of
Strategic Funding Group Inc. He started this company in July 1996
which specializes in automobile title loans. Since inception the
company has successfully loaned over $1,000,000 in micro cap loans
to customers of a broad demographic and credit background. Mr. Rill
has successfully expanded the company into 3 cities which currently
include Gainesville, Jacksonville, and Miami, Florida. Prior to
this, Mr. Rill was a property finance manager for College Park
Properties. Mr. Rill received an M.B.A. from the University of
Florida in May 1996.
CPC - EXECUTIVE COMPENSATION
CPC has not entered into employment agreements with any of its
employees
CPC - CERTAIN TRANSACTIONS
ITEM 18. PROXY INFORMATION
FINANCIAL STATEMENTS
Financial Statements - TICN
Reports of Independent Auditor, Kurt D. Saliger, CPA, Dated
April 30, 1999.
Balance Sheets as of April 30, 1999.
Statement of Operation for the years ended April 30, 1999.
Financial Statements - CPC
Report of Independent Auditor, Beard, Nertney, Kingery, Crouse &
Hohl, P.A., dated December 31, 1998.
Balance sheets for the years ended December 31, 1998. Statement
of operation for the years ended December 31, 1998. Statement
of stockholders' equity for the years ended December 31, 1998.
Statement of cash flows for the years ended December 31, 1998.
Notes to financial statement dated December 31, 1998.
No dealer, salesman or other person has been authorized to give any
information or to make any representations not contained in this
Prospectus and if given or made, such information or representations
must not be relied upon as having been authorized by the Company.
Neither the delivery of this Prospectus nor any sale made hereunder
shall under any circumstances create any implication that there has
been no change in the affairs of the Company since the date hereof.
This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities offered hereby
in any jurisdiction to any person to make such offer or solicitation
in such jurisdiction.
TABLE OF CONTENTS Page
Available Information Inside Front Cover
Prospectus/Proxy Summary 1
The Companies 1
The Merger - Summary 1
Risk Factors 2
Terms of Transaction 3
Special Meeting 3
The Transaction 4
Tax Consequences 4
Pro Forma Financial Information 5
Material Contacts with Company Being Acquired 7
Reoffering by Persons Deemed Underwriters 8
Interest of Named Experts and Counsel 8
Disclosure of Commission Position on Indemnification
for Securities Act Liabilities 8
Information with Respect to Registrant 9
TICI - Business 9
Dilution 10
Capitalization 10
Selected Financial Information 11
Management 11
Principal Stockholders 14
Market Price and Dividend Policy 15
Description of Securities 15
Litigation 15
Information with Respect to CPC 17
CPC - Business 17
CPC - Selected Financial Information 17
CPC - Information Regarding CPC Securities 18
CPC - Management 18
CPC - Executive Compensation 18
CPC - Certain Transactions 19
Proxy Information 19
Financial Statements
PART II
ITEM 20. INDEMNIFICATIONS OF OFFICERS AND DIRECTORS
The bylaws of TICN do not provide for the indemnification of any
director, officer, employee or agent of the issuer, or any person
serving in such capacity for any other entity or enterprise at the
request of the issuer against any and all legal expenses (including
attorneys fees), claims and liabilities arising out of any action,
suit or proceeding, except an action by or in the right of the
issuer. The bylaws of CPC do provide for such indemnification, and
management intends that the bylaws of the surviving post-merger
entity shall provide for indemnification of officers and directors
to the extent permitted by Nevada law.
Nevada law provides liberal indemnification of officers and
directors of Nevada corporations. Section 78.7502 of the Nevada
Revised Statutes permits a corporation to indemnify any officer,
director, employee, or agent, who is, was, or is threatened to be
made a party to any action, whether civil, criminal,
administrative, or investigative, except an action by or in the
right of the corporation, by reason of the fact that he is or was an
officer, director, employee, or agent, if he acted in good faith
and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and, in the case
of a criminal action, he had no reasonable cause to believe that
his conduct was unlawful. In the case in which a director, officer,
employee, or agent of a corporation has been successful on the
merits or otherwise in defense of such action, the corporation must
indemnify him for expenses, including attorneys' fees, actually and
reasonably incurred by him.
Insofar as indemnification for liabilities arising under the federal
securities laws may be permitted to directors and controlling
persons of the issuer, the issuer has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the law
and is, therefor, unenforceable. In the event a demand for
indemnification is made, the issuer will, unless in the opinion of
its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the law and will be governed by the final
adjudication of such issue.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
This Registration Statement incorporates TICN's Form 10SB filed May
12,1999, and the following Exhibits thereto:
EXHIBITS
2. Agreement of Merger
3.1 Articles of Incorporation - TICI
3.2 By-Laws - TICI
3.3 Articles of Incorporation - CPC
3.4 By-Laws - CPC
The following financial statements are also incorporated by
reference to the Form 10-SB:
PRO-FORMA FINANCIAL STATEMENTS - TICN
Unaudited Pro-Forma Consolidated Balance Sheet as of March 31,
1999.
Unaudited Pro-Forma Consolidated Income Statement for the March
31, 1999 quarter.
FINANCIAL STATEMENTS - TICN
Reports of Independent Auditor, Kurt D. Saliger, CPA dated
April 30, 1999.
Balance Sheets as of April 30, 1998.
Statement of Operation for the period ending April 30, 1999.
Statement of Stockholders' Equity for the period ending April 30,
1999.
Statement of Cash Flows for the period ending April 30, 1999.
Notes to Financial Statements for TICN dated April 30, 1999.
FINANCIAL STATEMENTS - CPC
Report of Independent Auditor Beard Nertney Kingery Crouse &
Hohl P.A.
Statement of Operation for the period ending December 31, 1998.
Statement of Stockholders' Equity for the period ending December
31, 1998..
Statement of Cash Flows for the period ending December 31, 1998..
Notes to Financial Statements for CPC dated December 31, 1998..
ITEM 22. UNDERTAKINGS
(a) 1. The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the prospectus, to each person to whom
the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X are not
set forth in the prospectus, to deliver, or cause to be delivered to
each person to whom the prospectus is sent or given, the
latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial
information.
2. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of any employee benefit
plan's annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
3. The undersigned registrant hereby undertakes as follows: that
prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this
registration statement, by any person or party who is deemed to be
an underwriter within the meaning of Rule 145(c), the issuer
undertakes that such reoffering prospectus will contain the
information called for by the applicable registration form with
respect to reofferings by person who may be deemed underwriters, in
addition to the information called for by the other items of the
applicable form.
4. The registrant undertakes that every prospectus (i) that is
filed pursuant to paragraph (1) that is filed pursuant to
paragraph (i) immediately preceding, or (ii) that purports to
meet the requirements of section 10(a)(3) of the Act and is used in
connection with an offering of securities subject to Rule 415, will
be filed as a part of an amendment to the registration
statement and will not be used until such amendment is effective,
and that, for purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(b) The undersigned registrant hereby undertakes to respond to
requests for information that is incorporated by reference into
the prospectus pursuant to Items 4, 10(b), 11, or 13 of this
Form, within one business day of receipt of such request, and to
send the incorporated documents by first class mail or other
equally prompt means. This includes information contained in
documents filed subsequent to the effective date of the registration
statement through the date of responding to the request.
(c) The undersigned registrant hereby undertakes to supply by
means of a post-effective amendment all information concerning a
transaction, and the company being acquired involved therein,
that was not the subject of and included in the registration
statement when it became effective.
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Costa Mesa, State of California, on June 23, 1999.
THEINTERNETCORP.NET,INC.
By:____________________________
VINCENT VAN DEN BRINK,
CHAIRMAN OF THE BOARD,
PRESIDENT, CHIEF EXECUTIVE
OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in
the capacities and on the dates indicated.
3
4
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