U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-4/A
(Amendment No. 2)
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TheInternetCorp.net, Inc.
(Name of Small Business Issuer in its charter)
Nevada 454390 88-0424430
(State or jurisdiction of (Primary Standard (I.R.S. Employer
incorporation or organization Industrial Identification No.)
Classification Code
Number)
3158 Redhill Avenue, Suite 240, Costa Mesa, California 92626;
(949) 770-2578
(Address and telephone number of Registrant's principal
executive offices and principal place of business)
Brian F. Faulkner, Esq., 3900 Birch Street, Suite 113, Newport
Beach, California 92660 (949) 975-0544
(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.
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(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.
CALCULATION OF REGISTRATION FEE
Title of Amount to be Proposed Proposed Amount of
each class registered maximum maximum registration
of offering aggregate
securities price per offering
to be unit price
Common stock 14,670,000 $0.016 $234,720 $66.08
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.
Pursuant to SEC Rule 416, there will be a change in the amount of
securities being issued to prevent dilution resulting from stock
splits, stock dividends, or similar transaction.
The Offering Price is used solely for purposes of estimating the
registration fee pursuant to Rules 457(f) and 457(g) promulgated
under the Securities Act of 1933.
PROSPECTUS
TheInternetCorp.net, Inc.
14,670,000 Shares
common stock
TheInternetCorp.net, Inc., a Nevada corporation, is hereby
offering 14,660,000 shares of its $0.001 par value common stock
on a delayed basis under Rule 415 pursuant to the terms of this
Prospectus for the purpose of registering all the outstanding
shares of TheInternetCorp.net, Inc., as well as shares underlying
warrants to purchase 2,000,000 of TheInternetCorp.net, Inc.'s
common stock, all in connection with the acquisition of Cycle-
Parts.com, Inc. by TheInternetCorp.net, Inc. A selling
shareholder of TheInternetCorp.net, Inc. is also offering 10,000
of his shares under this offering.
The Shares offered hereby are highly speculative and involve a
high degree of risk to public investors and should be purchased
only by persons who can afford to lose their entire investment
(See "Risk Factors" on page 5).
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities, or passed upon the adequacy or accuracy of the
prospectus. Any representation to the contrary is a criminal
offense.
Information contained herein is subject to completion or
amendment. The registration statement relating to the securities
has been filed with the Securities and Exchange Commission. The
securities may not be sold nor may offers to buy be accepted
prior to the time the registration statement becomes effective.
This prospectus 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.
Subject to Completion, Dated ________________, 1999
Table of Contents
Part I - Information Required in the Prospectus
A. Information about the Transaction
Prospectus Summary 1
Risk Factors 3
Terms of the Transaction 10
Pro Forma Financial Information 11
Material Contracts with the Company Being Acquired 12
Additional Information Required for Reoffering by
Persons and Parties Deemed to be Underwriters 13
Interests of Named Experts and Counsel 14
Disclosure of Commission Postion on Indemnification
for Securities Act Liabilities 15
B. Information about the Registrant 18
C. Information about the Company Being Acquired 18
D. Voting and Management Information 30
Part II - Information not Required in the Prospectus
Indemnification of Officers and Directors 32
Exhibits and Financial Statement Schedules 33
Undertakings 34
The shares are offered by TheInternetCorp.net, Inc. are subject
to prior sale, acceptance of the subscriptions by the company and
approval of certain legal matters by counsel to the company.
This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy the shares in a state in which,
or to a person who, it is unlawful to make such offer or
solicitation. Neither the delivery of this prospectus nor any
sale hereunder shall under any circumstances imply that there has
been no change in the information contained herein subsequent to
the date thereof. However, if a material change occurs, this
Prospectus will be amended or supplemented accordingly.
This Prospectus does not intentionally omit any material fact or
contain any untrue statement of material fact. You should rely
only on the information contained in this document or that the
company has referred you to. TheInternetCorp.net, Inc. has not
authorized anyone to provide you with information that is
different.
TheInternetCorp.net, Inc. is a reporting company. Each person
who receives a Prospectus will have an opportunity to meet with
representatives of the company, during normal business hours upon
written or oral request to the company, in order to verify any of
the information included in this prospectus and to obtain
additional information regarding the company. In addition, each
such person will be provided without charge, upon written or oral
request, a copy of any of the information that is incorporated by
reference in the prospectus and the address (including title or
department) and telephone number to which such request is to be
directed.
All offerees and subscribers will be asked to acknowledge in
writing that they have read this Prospectus carefully and
thoroughly, and understood the contents thereof; they were given
the opportunity to obtain additional information; and they did so
to their satisfaction.
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by detailed
information appearing elsewhere in this Prospectus. Each
prospective investor is urged to read this Prospectus, and the
attached Exhibits, in their entirety.
The Companies to be Merged.
TheInternetCorp.net, Inc. was organized under the laws of the
State of Nevada on April 28, 1999. TheInternetCorp.net, Inc.'s
principal executive offices are located at 3158 Redhill Avenue,
Suite 240, Costa Mesa, California 92626; its telephone number is
(949) 770-2578. Since inception, the primary activity of
TheInternetCorp.net, Inc. has been directed to organizational
efforts. TheInternetCorp.net, Inc. was 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.
The company to be acquired is Cycle-Parts.com, Inc., which was
incorporated in the State of Florida on March 15, 1999. Cycle-
Part's executive offices are located at 2950 S.W. Archer Road,
Suite C, Gainesville, Florida 32608; its telephone number is
(352) 378-2274. On March 16, 1999, Cycle-Parts.com, Inc.
acquired the domain name Cycle-Parts.com, the website and related
software for the on-line e-commerce motorcycle parts sales
business. Cycle-Parts.com, Inc. sells original manufacturer
equipment motorcycle parts exclusively through the internet.
The Offering.
TheInternetCorp.net, Inc. has entered into an Agreement and
Plan of Reorganization with Cycle-Parts.com, Inc. At some time
after the effective date of this Registration Statement, Cycle-
Parts.com, Inc. is to be acquired by TheInternetCorp.net, Inc. in
an exchange of shares with Cycle-Parts.com, Inc., which will
become a wholly owned subsidiary of TheInternetCorp.net, Inc. (he
shareholders of TheInternetCorp.net, Inc. and Cycle-Parts.com,
Inc. will vote on this Reorganization at a special meeting at a
time and place to be determined).
This reorganization requires Company to issue 12,660,000 shares
of common stock, $.001 par value, to the existing shareholders of
Cycle-Parts.com, Inc. for 12,660,000 shares of common stock of
Cycle-Parts.com, Inc., $0.01 par value. In addition,
TheInternetCorp.net, Inc. will issue a warrant to purchase
2,000,000 shares of TheInternetCorp.net, Inc.'s common stock at
an exercise price of $0.10 per share to existing warrantholders
of Cycle-Parts.com, Inc. to replace the existing warrant
previously under the same terms issued by Cycle-Parts.com, Inc.,
which will be cancelled.
There are 1,000,000 common shares of TheInternetCorp.net, Inc.
outstanding prior to the effective date of the Reorganization
Agreement, owned by Vincent van den Brink, the current sole
officer and director of this company. Thereafter,
TheInternetCorp.net, Inc. will a 100 to 1 reverse split, which
will result in the sole shareholder of TheInternetCorp.net, Inc.
holding 10,000 shares. These shares will be registered by this
selling shareholder under this offering. This shareholder will
own 10,000 shares of TheInternetCopr.net, Inc. after this
offering. After the offering, there will be a total of
12,670,000 shares of common stock of TheInternetCorp.net, Inc.
issued and outstanding, and another 2,000,000 shares registered
and available for the exercise of the warrants.
RISK FACTORS
The securities offered hereby 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.
Losses Have Been Incurred Since Inception.
TheInternetCorp.net, Inc. is in its initial stages of development
with no revenues or income and is subject to all the risks
inherent in the creation of a new business. Since
TheInternetCorp.net, Inc.'s principal activities to date have
been limited to organizational activities and prospect
development, it has no record of any revenue-producing
operations. Consequently, there is no operating history upon
which to base an assumption that TheInternetCorp.net, Inc. will
be able to achieve its business plans. In addition,
TheInternetCorp.net, Inc. has only limited assets. As a result,
there can be no assurance that TheInternetCorp.net, Inc. will
generate significant revenues in the future; and there can be no
assurance that TheInternetCorp.net, Inc. will operate at a
profitable level. If TheInternetCorp.net, Inc. is unable to
obtain customers and generate sufficient revenues so that it can
profitably operate, TheInternetCorp.net, Inc.'s business will not
succeed.
Although the firm to be acquired by TheInternetCorp.net,
Inc. does have an operating and financial history, it is limited.
Therefore, this firm may not be able to generate sufficient
revenues for TheInternetCorp.net, Inc. to make it successful.
Available Funds Not Adequate for Company to be Competitive.
The funds available to TheInternetCorp.net, Inc. from its
principals will not be adequate for it to be competitive in the
areas in which it intends to operate. Therefore,
TheInternetCorp.net, Inc. will need to raise additional funds in
order to implement its business plan. TheInternetCorp.net,
Inc.'s continued operations therefore will depend upon its
ability to raise additional funds through bank borrowings, equity
or debt financing, or asset sales. There is no assurance that
TheInternetCorp.net, Inc. will be able to obtain additional
funding when needed, or that such funding, if available, can be
obtained on terms acceptable to TheInternetCorp.net, Inc.. If
TheInternetCorp.net, Inc. cannot obtain needed funds, it may be
forced to curtail or cease its activities. If additional shares
were issued to obtain financing, current shareholders may suffer
a dilutive effect on their percentage of stock ownership in
TheInternetCorp.net, Inc..
Control of TheInternetCorp.net, Inc. by Officers and Directors.
TheInternetCorp.net, Inc.'s officers and directors,
after the acquisition is completed, will beneficially own,
directly or indirectly, approximately 44% of the outstanding
shares of TheInternetCorp.net, Inc.'s common stock. As a result,
such persons, acting together, have the ability to exercise
significant influence over all matters requiring stockholder
approval. Accordingly, it could be difficult for the investors
hereunder to effectuate control over the affairs of
TheInternetCorp.net, Inc. Therefore, it should be assumed that
the officers, directors, and principal common shareholders who
control the majority of voting rights will be able, by virtue of
their stock holdings, to control the affairs and policies of
TheInternetCorp.net, Inc..
Limitations on Liability, and Indemnification, of Directors and
Officers.
TheInternetCorp.net, Inc.'s articles of incorporation
include provisions to eliminate, to the fullest extent permitted
by the Nevada Revised Statutes as in effect from time to time,
the personal liability of directors of TheInternetCorp.net, Inc.
for monetary damages arising from a breach of their fiduciary
duties as directors. The articles of incorporation and bylaws
also include provisions to the effect that TheInternetCorp.net,
Inc. may, to the maximum extent permitted from time to time under
applicable law, indemnify any director or officer for any amounts
which he becomes legally obligated to pay in connection with any
claim against him based upon any action or inaction which he may
commit, omit or suffer while acting in his capacity as a director
and/or officer of TheInternetCorp.net, Inc. Such limitation of
liability and indemnification may result in TheInternetCorp.net,
Inc. paying significant sums based on the actions of its officer
and directors, and the company may not have a recourse against
these individuals.
Potential Status as a Pseudo California Corporation.
Section 2115 of the California General Corporation Law
subjects certain foreign corporations doing business in
California to various substantive provisions of the California
General Corporation Law in the event that the average of its
property, payroll and sales is more than 50% in California and
more than one-half of its outstanding voting securities are held
of record by persons residing in the State of California. Some
of the substantive provisions include laws relating to annual
election of directors, removal of directors without cause,
removal of directors by court proceedings, indemnification of
officers and directors, directors standard of care and liability
of directors for unlawful distributions. The aforesaid Section
does not apply to any corporation which, among other things, has
outstanding securities designated as qualified for trading as a
national market security on NASDAQ if such corporation has at
least eight hundred holders of its equity securities as of the
record date of its most recent annual meeting of shareholders.
It is currently anticipated that TheInternetCorp.net, Inc. may be
subject to Section 2115 of the California General Corporation Law
which, in addition to other areas of the law, will subject
TheInternetCorp.net, Inc. to Section 708 of the California
General Corporation Law which mandates that shareholders have the
right of cumulative voting at the election of directors.
No Public Market for Company's Securities.
Prior to the filing of this Registration Statement, no public
trading market existed for the common stock of
TheInternetCorp.net, Inc. 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. If an
active trading market does in fact develop for the common
stock, there can be no assurance that it will be maintained. If
for any reason public trading market does not develop, holders of
such securities may have difficulty in selling their securities
should they desire to do so.
Penny Stock Regulations.
In view of the fact that no broker will be involved in the
Offering, it is likely to be difficult to find a broker who is
willing to make an active market in the stock. The SEC has
adopted regulations which generally define "penny stock" to be
any equity security that has a market price less than $5.00 per
share. TheInternetCorp.net, Inc.'s shares will become subject to
rules that impose additional sales practice requirements on
broker-dealers who sell penny stocks to persons other than
established customers and accredited investors (generally those
with assets in excess of $1,000,000 or annual income exceeding
$200,000, or $300,000 together with their spouse). For
transactions covered by these rules, broker-dealers must make a
special suitability determination for the purpose of such
securities and must have received the purchaser's written consent
to the transaction prior to the purchase.
Additionally, for any transaction effected involving a penny
stock, unless exempt, the rules require the delivery, prior to
the transaction, of a disclosure schedule prepared by the SEC
relating to the penny stock market. A broker-dealer also must
disclose the commissions payable to both the broker-dealer and
the registered representative, and current quotations for the
securities. Finally, monthly statements must be sent disclosing
recent price information for the penny stock held in the account
and information on the limited market in penny stocks.
Consequently, these rules may restrict the ability of broker-
dealers to sell TheInternetCorp.net, Inc.'s Shares and may affect
the ability of purchasers in this offering to sell the Shares in
the secondary market. There is no assurance that a market will
develop for TheInternetCorp.net, Inc.'s Shares.
Failure to Obtain or Maintain a Market Maker Could Affect
Liquidity of the Common Stock.
TheInternetCorp.net, Inc. is seeking National
Association of Securities Dealers, Inc. member broker/dealers to
be authorized market makers for its common stock. If
TheInternetCorp.net, Inc. is unable to obtain market makers for
the common stock or, once obtained, unable to maintain such
market makers, the liquidity of the common stock could be
impaired, not only in the number of shares of common stock which
could be bought and sold, but also through possible delays in the
timing of transactions, and lower prices for the common stock
than might otherwise prevail. Furthermore, the lack of market
makers could result in persons being unable to buy or sell shares
of the common stock on any secondary market. There can be no
assurance TheInternetCorp.net, Inc. will be able to obtain market
makers for the common stock or, once obtained, be able to
maintain such market makers.
No Tax Opinion Provided.
An opinion of tax counsel will not be provided to shareholders in
connection with the transaction discussed in this Prospectus.
Therefore, TheInternetCorp.net, Inc. urges shareholders to
consult their own tax advisor concerning the effect of the
acquisition upon them, including the effect of any state, local
or other tax to which they may be subject.
Uncertainty Due to Year 2000 Problem.
The Year 2000 issue arises because many computerized systems
use two digits rather than four to identify a year. Date
sensitive systems may recognize the year 2000 as 1900 or some
other date, resulting in errors when information using the year
2000 date is processed. In addition, similar problems may arise
in some systems which use certain dates in 1999 to represent
something other than a date. The effects of the Year 2000 issue
may be experienced before, on, or after January 1, 2000, and if
not addressed, the impact on operations and financial reporting
may range from minor errors to significant system failure which
could affect TheInternetCorp.net, Inc.'s ability to conduct normal
business operations. This creates potential risk for all
companies, even if their own computer systems are Year 2000
compliant. It is not possible to be certain that all aspects of
the Year 2000 issue affecting TheInternetCorp.net, Inc., including
those related to the efforts of customers, suppliers, or other
third parties, will be fully resolved.
TheInternetCorp.net, Inc. currently believes that its systems are
Year 2000 compliant in all material respects. Although
management is not aware of any material operational issues or
costs associated with preparing its internal systems for the Year
2000, TheInternetCorp.net, Inc. may experience serious
unanticipated negative consequences (such as significant
downtime for one or more of its web site properties) or material
costs caused by undetected errors or defects in the technology
used in its internal systems. TheInternetCorp.net, Inc.'s Year
2000 plans are based on management's best estimates.
TERMS OF TRANSACTION
The Transaction.
In accordance with the Reorganization Agreement (which will be
attached to the Proxy Statement to be forwarded to all
shareholder in connection with meeting to vote on the merger in
question), on its effective date (when Articles of Exchange are
filed with the Nevada Secretary of State), the officers and
directors of TheInternetCorp.net, Inc. shall resign, and will be
replaced by Karen Bohringer, Terry Cuthbertson, and Gerald I.
Quinn, who will remain as officers and directors of both Cycle-
Parts.com, Inc. and TheInternetCorp.net, Inc.
This reorganization requires TheInternetCorp.net, Inc. to issue
12,660,000 shares of common stock, $.001 par value, to the
existing shareholders of Cycle-Parts.com, Inc. for 12,660,000
shares of common stock of Cycle-Parts.com, Inc., $0.01 par value.
In addition, TheInternetCorp.net, Inc. will issue a warrant to
purchase 2,000,000 shares of TheInternetCorp.net, Inc. common
stock at an exercise price of $0.10 per share to existing
warrantholders of Cycle-Parts.com, Inc. to replace the existing
warrant previously under the same terms issued by Cycle-
Parts.com, Inc., which will be cancelled (five year warrants
granted to Wizard Financial Services, Inc., Stevens & Lee Inv.
Co., Ltd., Terry Cuthbertson, and Gerry I. Quinn (500,000 each)).
This warrants are to be issued under the exemption from the
registration requirements of Section 5 of the Securities Act of
1933 as provided by Rule 506 of Regulation D under Section 4(2)
of that act in that they were offered and sold only to
sophisticated investors.
There are 1,000,000 common shares of TheInternetCorp.net, Inc.
outstanding prior to the effective date of the Reorganization
Agreement, owned by Vincent van den Brink, the current sole
officer and director of this company. Thereafter,
TheInternetCorp.net, Inc. will a 100 to 1 reverse split, which
will result in the sole shareholder of TheInternetCorp.net, Inc.
holding 10,000 shares. These shares will be registered by this
selling shareholder under this offering. This shareholder will
own 10,000 shares of TheInternetCopr.net, Inc. after this
offering. After the offering, there will be a total of
12,670,000 shares of common stock of TheInternetCorp.net, Inc.
issued and outstanding, and another 2,000,000 shares registered
and available for the exercise of the warrants.
Reasons for the Acquisition.
TheInternetCorp.net, Inc. is engaging in this transaction so that
it can acquire and operate an on-going company with an
established reputation. Cycle-Parts.com, Inc. is engaging in
this transaction so that it shareholders can obtain free trading
shares in TheInternetCorp.net, Inc. and hopefully increase the
value of their shares in the future.
Conditions to Consummation of the Acquisition.
The acquisition will not be completed unless, among other things,
the following conditions are satisfied or, if allowed by law,
waived:
The acquisition is approved by the requisite vote of shareholders
of Cycle-Parts.com, Inc.
None of the parties to the Reorganization Agreement is subject to
any decree, order or injunction that prohibits the consummation
of the acquisition
TheInternetCorp.net, Inc. shares to be issued pursuant to the
acquisition are authorized for listing on the Over the Counter
Bulletin Board, subject to official notice of issuance.
Amendment or Termination.
If the closing of the acquisition has not occurred by December
31, 1999, subject to a 30 day extension by Cycle-Parts.com, Inc.,
any of the parties may terminate this Agreement at any time by
giving written notice of termination. However, such notice
cannot be given is this party has willfully or materially
breached any of the terms and conditions. Under certain
circumstances the Reorganization Agreement may be canceled prior
to this time. In addition, the Reorganization Agreement cannot
be changed except by written agreement duly executed by all of
the parties.
Effective Time.
TheInternetCorp.net, Inc. anticipates that the acquisition will
become effective promptly following the special meeting, as
discussed above. The acquisition, if approved by Cycle-
Parts.com, Inc. shareholders and not terminated by its Board of
Directors, will become effective upon the filing of Articles of
Exchange with the Nevada Secretary of State, unless a later
effective time is specified in this filing.
Required Vote.
A special meeting of the shareholders of TheInternetCorp.net,
Inc. and Cycle-Parts.com, Inc. will be held at a time and place
to be determined. The purpose of this meeting will be to
consider and vote upon:
A proposal to adopt the Reorganization attached as Schedule A to
this Prospectus ("Reorganization Agreement") providing for Cycle-
Parts.com, Inc. to become a wholly owned subsidiary of
TheInternetCorp.net, Inc., and the issuance to Cycle-Parts.com,
Inc. shareholders of one share of the common stock of
TheInternetCorp.net, Inc. for each share of Cycle-Parts.com, Inc.
common stock (totaling 12,660,000)
For the election of new officers and directors of
TheInternetCorp.net, Inc.
Any other matters that may properly come before the special
meeting.
The affirmative vote of the holders of a majority of the
outstanding shares of TheInternetCorp.net, Inc. and Cycle-
Parts.com, Inc. common stock entitled to vote thereon is required
to adopt the Reorganization Agreement. All shares of
TheInternetCorp.net, Inc. and Cycle-Parts.com, Inc. 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:
Giving notice to the Secretary of Cycle-Parts.com, Inc. in
writing or in open meeting
Duly executing a later dated proxy relating to the same shares
and delivering it to the Secretary of Cycle-Parts.com, Inc.
before the taking of the vote at the special meeting.
Any written notice of revocation or subsequent proxy should be
sent and delivered to Cycle-Parts.com, Inc., Attention:
Secretary, or hand delivered to the Corporate Secretary at or
before the taking of the vote at the special meeting.
Federal Income Tax Consequences and Accounting Treatment.
The reorganization contemplated by the Reorganization 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.
Shareholders of Cycle-Parts.com, Inc. will not, under Section 354
of the Internal Revenue Code, recognize gain or loss when they
receive shares of TheInternetCorp.net, Inc.'s common stock in
exchange for an equal number of shares of Cycle-Parts.com, Inc.'s
common stock in the acquisition; a stockholder's aggregate basis
of the shares in TheInternetCorp.net, Inc. common stock received
in the acquisition will be the same as the aggregate basis of the
shares of Cycle-Parts.com, Inc.'s common stock surrendered in
exchange for those shares. A stockholder's holding period in the
shares of TheInternetCorp.net, Inc.'s common stock received in
the acquisition will include the holding period of the shares of
Cycle-Parts.com, Inc. common stock surrendered in exchange for
those shares, provided that such stockholder holds those shares
of Cycle-Parts.com, Inc.' common stock as capital assets when the
acquisition occurs.
TheInternetCorp.net, Inc. believes that the foregoing addresses
the material United States federal income tax consequences of the
acquisition to shareholders. The opinion is based upon the Code,
applicable Treasury Regulations, judicial decisions and current
administrative rulings, all of which are subject to change with
retroactive effect.
The tax consequences to shareholders of the acquisition may be
affected by their particular circumstances and by the
applicability to them of one or more special rules like those
which apply to dealers in securities, foreign persons, mutual
funds, insurance companies and persons who do not hold their
shares as capital assets. Therefore, TheInternetCorp.net, Inc.
urges shareholders to consult their own tax advisor concerning
the effect of the acquisition upon them, including the effect of
any state, local or other tax to which they may be subject. An
opinion of tax counsel will not be provided to shareholders in
connection with this Registration Statement.
Comparative Rights of Shareholders.
When the acquisition is completed, the rights of shareholders of
Cycle-Parts.com, Inc. will be governed by TheInternetCorp.net,
Inc.'s certificate of incorporation and bylaws and the Nevada
Revised Statutes. Shareholders should consider the following
comparison of the Nevada Revised Statutes and
TheInternetCorp.net, Inc.'s articles of incorporation and bylaws,
on the one hand, and the 1999 Florida Statutes and Cycle-
Parts.com, Inc.' existing articles of incorporation and bylaws,
on the other. This comparison is not intended to be complete and
is qualified in its entirety by reference to the Nevada Revised
Statutes and TheInternetCorp.net, Inc.'s articles of
incorporation and bylaws and the 1999 Florida Statutes and Cycle-
Parts.com, Inc.'s articles of incorporation and bylaws.
TheInternetCorp.net, Inc.'s articles of incorporation and its
bylaws are available for inspection and copying upon request by
any shareholder. Cycle-Parts.com, Inc.'s existing articles of
incorporation and bylaws are also available for inspection and
copying upon request by any shareholder. The Nevada Revised
Statutes and TheInternetCorp.net, Inc.'s articles of
incorporation and bylaws contain provisions that could have an
anti-takeover effect. The provisions included in
TheInternetCorp.net, Inc.'s articles of incorporation and bylaws
are intended to enhance the likelihood of continuity and
stability in the composition of the board of directors and in the
policies formulated by the board of directors and to discourage
transactions that may involve an actual or threatened change of
control of TheInternetCorp.net, Inc. that the Board of Directors
does not believe is in the best interests of shareholders.
Under both the Nevada Revised Statutes and the 1999 Florida
Statutes, a shareholder of a corporation participating in an
acquisition may receive cash in the amount of the fair market
value of his shares, as determined by a court, in lieu of the
consideration he would otherwise receive in the acquisition,
unless the transaction falls within a specified exception.
Neither the Nevada Revised Statutes nor the 1999 Florida Statutes
requires that dissenters' rights of appraisal be afforded to
shareholders with respect to an exchange by a corporation if its
shares are either listed on a national securities exchange or
designated as a national market security on an interdealer
quotation system by the National Association of Securities
Dealers, Inc. or held by at least 2,000 shareholders, if the
shareholders of the corporation receive only shares of the
surviving corporation or of a corporation so listed or widely
held; those shareholders who are the shareholders of a
corporation surviving an acquisition if no vote of those
shareholders is required, as set forth above. A corporation's
articles of incorporation may provide that these exceptions to
dissenters' rights of appraisal do not apply to that corporation.
Cycle-Parts.com, Inc. has not made such provision in its
articles of incorporation, whereas TheInternetCorp.net, Inc. has
in its articles of incorporation provisions that to the maximum
extent permissible under the Nevada Revised Statutes,
shareholders are entitled to the statutory appraisal rights
provided with respect to any business combination involving the
corporation and any shareholder (or any affiliate or associate of
any shareholder), which requires the affirmative vote of the
shareholders.
Under the Nevada Revised Statutes and the 1999 Florida Statutes,
unless the articles of incorporation of a corporation otherwise
provides, amendments of its articles of incorporation generally
require the approval of the holders of a majority of the
outstanding stock entitled to vote on the amendment, and if the
amendment would increase or decrease the number of authorized
shares of any class or series or the par value of shares of that
class or series or would adversely affect the rights, powers or
preferences of that class or series, a majority of the
outstanding stock of that class or series also would be required
to approve the amendment.
Under the 1999 Florida Statutes, directors can amend the bylaws
of a corporation, unless
The articles of incorporation or this act reserves the power to
amend the bylaws generally or a particular bylaw provision
exclusively to the shareholders
The shareholders, in amending or repealing the bylaws generally
or a particular bylaw provision, provide expressly that the board
of directors may not amend or repeal the bylaws or that bylaw
provision.
In contrast, under Nevada Revised Statutes the directors are free
to amend the bylaws. Under both the 1999 Florida Statutes and
the Nevada Revised Statutes, a corporation's shareholders may
amend or repeal the corporation's bylaws even though the bylaws
may also be amended or repealed by its board of directors.
Under the Nevada Revised Statutes and the 1999 Florida Statutes,
a special meeting of shareholders can be called by the
corporation's board of directors or by any person or persons as
may be authorized by the corporation's articles of incorporation
or bylaws. Under TheInternetCorp.net, Inc.'s bylaws special
meetings of the shareholders, for any purpose or purposes, unless
otherwise prescribed by statute, may be called by the President
or by the Board of Directors, and shall be called by the
President at the request of the holders of not less than ten
percent (10%) of all the outstanding shares of the Corporation
entitled to vote at the meeting. Under Cycle-Parts.com, Inc.'
bylaws the difference is that the special meeting may be called
only by a majority in interest of the shareholders.
Both the Nevada Revised Statutes and the 1999 Florida Statutes
permit corporate action without a meeting of shareholders upon
the written consent of the holders of that number of shares
necessary to authorize the proposed corporate action being taken,
unless the certificate of incorporation or bylaws expressly
provide otherwise. If proposed corporate action is taken without
a meeting by less than the unanimous written consent of
shareholders, the 1999 Florida Statutes requires that prompt
notice of the taking of the action be sent to those shareholders
who have not consented in writing (the Nevada Revised Statutes
does not requires this). TheInternetCorp.net, Inc.'s bylaws
provide that unanimous consent of the shareholders must be given.
The bylaws of Cycle-Parts.com, Inc. provide that the number of
directors shall be determined by the shareholders at the annual
meeting (no set number given); TheInternetCorp.net, Inc.'s bylaws
specify not less than one. As of the date of this Prospectus, the
board of directors of both TheInternetCorp.net, Inc. and Cycle-
Parts.com, Inc. consisted of one person. Under both bylaws, the
directors are to serve until the next annual meeting of the
shareholders.
No holder of TheInternetCorp.net, Inc.'s common stock or Cycle-
Parts.com, Inc. common stock has the right to vote cumulatively
in the election of directors.
Under the 1999 Florida Statutes, any director or the entire board
of directors may be removed, with or without cause, by the
holders of a majority of the shares entitled to vote in an
election of directors unless provided otherwise by the
corporation's articles of incorporation. Under the Nevada Revised
Statutes, any director may be removed by the vote of shareholders
representing not less than two-thirds of the voting power
entitled to vote. The bylaws of Cycle-Parts.com, Inc. follow the
provisions in the 1999 Florida Statutes; TheInternetCorp.net,
Inc.'s bylaws are silent on the removal of directors, therefore
the Nevada Revised Statutes would control. Under both
TheInternetCorp.net, Inc. and Cycle-Parts.com, Inc. bylaws, newly
created directorships resulting from any increase in the number
of directors or any vacancies on the board of directors may be
filled by the affirmative vote of a majority of the directors
then in office. In addition, both bylaws provide that the
directors elected to fill vacancies on the board of directors
will hold office until the annual meeting of the shareholders.
The Nevada Revised Statutes and the 1999 Florida Statutes both
have provisions and limitations regarding directors' liability.
The Nevada Revised Statutes and the 1999 Florida Statutes permit
a corporation to include in its articles of incorporation a
provision that eliminates or limits the personal liability of a
director to the corporation or its shareholders for monetary
damages for breach of fiduciary duties as a director. However,
under the 1999 Florida Statutes this provision may not eliminate
or limit the liability of a director:
If the director breached or failed to perform his or her duties
as a director
The director's breach of, or failure to perform, those duties
constitutes:
A violation of the criminal law, unless the director had
reasonable cause to believe his or her conduct was lawful or had
no reasonable cause to believe his or her conduct was unlawful
A transaction from which the director derived an improper
personal benefit, either directly or indirectly
A circumstance under which the liability provisions of Section
607.0834 (unlawful distributions) are applicable
In a proceeding by or in the right of the corporation to procure
a judgment in its favor or by or in the right of a shareholder,
conscious disregard for the best interest of the corporation, or
willful misconduct
In a proceeding by or in the right of someone other than the
corporation or a shareholder, recklessness or an act or omission
which was committed in bad faith or with malicious purpose or in
a manner exhibiting wanton and willful disregard of human rights,
safety, or property.
Under the Nevada Revised Statutes, the limitation of liability is
for other than acts or omissions which involve intentional
misconduct, fraud, or a knowing violation of law, or unlawful
distributions. The articles of incorporation of
TheInternetCorp.net, Inc. contains provisions which follow the
Nevada Revised Statutes; the articles of incorporation of Cycle-
Parts.com, Inc. are silent on this matter. While these
provisions provide directors with protection from awards for
monetary damages for breaches of their duty of care, it does not
eliminate that duty. Accordingly, these provisions have no
effect on the availability of equitable remedies like an
injunction or rescission based on a director's breach of his duty
of care. These provisions apply to an officer only if he/she is
also a director and is acting in the capacity as a director, and
does not apply to officers who are not directors.
Both the Nevada Revised Statutes and the 1999 Florida Statutes
generally permit a corporation to indemnify its directors and
officers against expenses, judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with a
third-party action, other than a derivative action, and against
expenses actually and reasonably incurred in the defense or
settlement of a derivative action, provided that there is a
determination that the individual acted in good faith and in a
manner reasonably believed to be in or not opposed to the best
interests of the corporation. That determination must be made, in
the case of an individual who is a director or officer at the
time of the determination: By a majority of the disinterested
directors, even though less than a quorum; by independent legal
counsel, regardless of whether a quorum of disinterested
directors exists; or by a majority vote of the shareholders, at a
meeting at which a quorum is present. Both the Nevada Revised
Statutes and the 1999 Florida Statutes require indemnification of
directors and officers for expenses relating to a successful
defense on the merits or otherwise of a derivative or third-party
action. Also, both the Nevada Revised Statutes and the 1999
Florida Statutes permit a corporation to advance expenses
relating to the defense of any proceeding to directors and
officers contingent upon those individuals' commitment to repay
any advances unless it is determined ultimately that those
individuals are entitled to be indemnified. TheInternetCorp.net,
Inc.'s bylaws make indemnification of directors and officers
mandatory to the fullest extent permitted by law; Cycle-
Parts.com, Inc.' bylaws have provisions which follow the 1999
Florida Statutes with regard to indemnification.
TheInternetCorp.net, Inc.'s bylaws and Cycle-Parts.com, Inc.'
articles of incorporation provide for the advancement of expenses
to defend claims and establish procedures for determining whether
a director or officer is entitled to indemnification and
enforcing rights to indemnification and advancement of expenses.
Both the Nevada Revised Statutes and the 1999 Florida Statutes
permit corporations to purchase or redeem their own shares of
capital stock.
No holder of TheInternetCorp.net, Inc.'s common stock or Cycle-
Parts.com, Inc. common stock has a preemptive right to subscribe
to any or all additional issues of the stock of
TheInternetCorp.net, Inc. or Cycle-Parts.com, Inc., respectively.
Under both the Nevada Revised Statutes and the 1999 Florida
Statutes, any stockholder with a proper purpose may inspect and
copy the books, records and stockholder lists of the corporation.
PRO-FORMA FINANCIAL INFORMATION
The following unaudited pro forma combined condensed
financial statements include the historical and pro forma effects
of the acquisition of Cycle-Parts.com, Inc. by TheInternetCorp.net, Inc.
The following unaudited pro forma combined condensed financial
statements have been prepared by the management of
TheInternetCorp.net, Inc. from its audited financial statements
and the audited financial statements of Cycle-Parts.com, Inc..
The unaudited pro forma combined condensed statements of reflect
the combined operations of these companies as if the acquisition
transaction had occurred on August 31, 1999. See "Note 1- Basis
of Presentation."
The Internet Corp.Net, Inc.
Pro Forma Combined Balance Sheet
August 31, 1999
(unaudited)
TheInternet
Corp.net,
TheInternet Cycle Pro Forma Inc.
Corp.net, Inc. Parts.com, Combined
Inc. Adjustment Pro Forma
Assets:
Current Assets
Cash $ 0 $ 52,081 $ $ 52,081
Accrued Interest
Receivable 0 667 667
Note Receivable 0 50,000 50,000
Total Current
Assets 0 102,748 102,748
Organizational
costs, net 219 0 219
Total Assets $ 219 $ 102,748 $ $ 102 967
Liabilities And
Shareholders
Equity:
Current
Liabilities
Accounts
Payable $ 0 0 $ $ 0
Total Current
Liabilities 0 0 0
Shareholders'
Equity:
Common Stock 1,000 126,600 127,600
Stock
Subscription
Receivable (765) 0 (765)
Additional
Paid-In Capital 0 173,400 173,400
Accumulated
Deficit (16) (197,252) (197,268)
Total
Shareholders'
Equity 219 102,748 102,967
Total Liabilities
and Shareholders'
Equity $ 219 $ 102,748 $ $ 102,967
See accompanying Notes to Financial Statements
The Internet corp.Net,
Inc.
Pro Forma Combined
Condensed Statement of
Operations
August 31, 1999
(Unaudited)
TheInternet
Corp.net,
Inc.
TheInternet Cycle- Pro Forma Combined
Corp.net, Parts.com,
Inc. Inc.
Adjustment Pro Forma
Sales $ 0 $ 61,219 $ $ 61,219
Cost of Sales 0 52,696 52,696
Gross Profit 0 8,523 8,523
Operating
Expenses 16 207,494 207,510
Interest
Income 0 1,719 1,719
Net Loss $ (16) $ (197,252) $ $(197,268)
Net Loss Per
Share $ nil $ nil $ $ nil
Weighted
Average Shares
Outstanding 1,000,000 12,660,000 12,670,000
See accompanying Notes to Financial Statement
The InternetCorp.Net,
Inc.
Pro Forma Combined Condensed
Statement of Cash Flows
August 31, 1999
(unaudited)
TheInternet
Corp.net,
Inc.
TheInternet Cycle ProForma Combined
Corp.net, Parts.com,
Inc. Inc.
Adjustment Pro Forma
Cash Flows from
Operating
Activities
Net Income (Loss) $ (16) $ (197,252) $ $(197,268)
Depreciation and
Amortization 16 0 16
Accrued Interest
Receivable 0 (667) (667)
Net Cash Used in
Operations 0 (197,919) (197,919)
Cash Flows from
Investing
Activities
Organizational
Costs (235) 0 (235)
Purchase of Note
Receivable 0 (50,000) (50,000)
Net Cash Used in
Investing (235) (50,000) (50,235)
Cash Flows from
Financing
Activities
Issuance of Common
Stock 235 300,000 300,235
Net Cash Provided
by Financing 235 300,000 300,235
Net Increase in
Cash 0 52,081 52,081
Cash, April 29, 1999
(TheInternetCorp.net,
Inc.) 0 -
Cash March 16, 1999
(Cycle-Parts) - 307,856
Cash August 31, 1999 0 52,081 52,081
See accompanying Notes to Financial Statement
NOTES TO UNAUDITED PRO FORMA
COMBINED CONDENSED FINANCIAL STATEMENTS
NOTE 1. BASIS OF PRESENTATION.
The accompanying pro forma unaudited condensed financial
statements ("pro forma statements") of TheInternetCorp.net, Inc.
have been prepared from the audited financial statements of
TheInternetCorp.net, Inc. and Cycle-Parts.com, Inc. as at and for
the four and five month periods, respectively, ended on August
31, 1999, together with other information made available to the
companies. In the opinion of management, these pro forma
statements include all adjustments necessary for a fair
presentation. These entities are not related to each other.
NOTE 2. PRO FORMA ASSUMPTIONS.
The pro forma unaudited condensed balance sheet gives effect to
an acquisition agreement dated May of 1999 between
TheInternetCorp.net, Inc. and Cycle-Parts.com, Inc.. Under the
terms of this agreement, TheInternetCorp.net, Inc. will issue
12,660,000 shares of common stock, $.001 par value, to the
existing shareholders of Cycle-Parts.com, Inc. for 12,660,000
shares of common stock of Cycle-Parts.com, Inc., $0.01 par value.
In addition, TheInternetCorp.net, Inc. will issue a warrant to
purchase 2,000,000 shares of TheInternetCorp.net, Inc. common
stock at an exercise price of $0.10 per share to existing
warrantholders of Cycle-Parts.com, Inc. to replace the existing
warrant previously under the same terms issued by Cycle-
Parts.com, Inc., which will be cancelled. In addition, of the
1,000,000 common shares of TheInternetCorp.net, Inc. outstanding
prior to the effective date of the acquisition agreement, this
company will do a 100 to 1 reverse split, leaving 10,000 shares
(which will be registered under this offering).
The pro forma unaudited consolidated condensed balance sheet is
compiled as if the transaction had occurred on August 31, 1999.
The pro forma condensed consolidated statements of income and
cash flows for the five month period ended August 31, 1999 also
give effect as if the acquisition had occurred on April 29, 1999
(inception date).
NOTE 3. PER SHARE INFORMATION.
Pro forma net income (loss) per common share have been calculated
using the weighted average number of TheInternetCorp.net, Inc.'s
common shares outstanding during the period ended August 31, 1999
plus the common shares to be issued under the acquisition
agreement as if the additional shares were outstanding throughout
the period.
NOTE 4. ACQUISITION ACCOUNTING METHOD.
The pro forma statements have been compiled using the pooling of
interests method as the accounting principle applied to the
acquisition agreement.
NOTE 5. YEAR END.
The year ends of TheInternetCorp.net, Inc. is the calendar year
ending on December 31.
MATERIAL CONTACTS WITH COMPANY BEING ACQUIRED
Pursuant to the Reorganization Agreement with Cycle-Parts.com,
Inc., the outstanding common stock of Cycle-Parts.com, Inc. shall
be exchanged for shares of our common stock on a one for one
basis as provided for in the Reorganization 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 Cycle-Parts.com, Inc. shall
be exchanged for warrants to acquire TheInternetCorp.net, Inc.'s
stock.
REOFFERING BY PERSONS DEEMED UNDERWRITERS
Not Applicable.
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 registrant.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES
No director of TheInternetCorp.net, Inc. will have personal
liability to the company 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
For any breach of the director's duty of loyalty to
TheInternetCorp.net, Inc. or its stockholders
For acts or omissions not in good faith or, which involve
intentional misconduct or a knowing violation of law
Under applicable Sections of the Nevada Revised Statutes
The payment of dividends in violation of Section 78.300 of the
Nevada Revised Statutes
For any transaction from which the director derived an improper
personal benefit.
The bylaws provide for indemnification of the directors,
officers, and employees of TheInternetCorp.net, Inc. in most
cases for any liability suffered by them or arising out of their
activities as directors, officers, and employees of
TheInternetCorp.net, Inc. 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 TheInternetCorp.net, Inc. are
accountable to TheInternetCorp.net, Inc. as fiduciaries, which
means they are required to exercise good faith and fairness in
all dealings affecting TheInternetCorp.net, Inc.. In the event
that a shareholder believes the officers and/or directors have
violated their fiduciary duties to TheInternetCorp.net, Inc., the
shareholder 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 TheInternetCorp.net, Inc. 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
TheInternetCorp.net, Inc.
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.
INFORMATION ABOUT THE REGISTRANT
Description of Business.
TheInternetCorp.net, Inc. was organized under the laws of the
State of Nevada on April 29, 1999, and has December 31 as its
fiscal year end. Since inception, the primary activity of
TheInternetCorp.net, Inc. has been directed to organizational
efforts. TheInternetCorp.net, Inc. was 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.
TheInternetCorp.net, Inc. plans to capitalize on current
technology and the internet to develop a direct-to-customer
relationship in the motor cycle parts industry. To date,
TheInternetCorp.net, Inc. is not aware of any other business
that has developed similar direct-to-customer discount parts
sales in the online parts industry. This could be due to the
fact that 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.
Description of Property.
None.
Legal Proceedings.
TheInternetCorp.net, Inc. is not a party to any material pending
legal proceedings and, to the best of its knowledge, no such
action by or against the company has been threatened.
Market Price for Common Equity and Related Stockholder Matters.
(a) Market Information.
The Shares have not previously been traded on any securities
exchange. There is no common stock of TheInternetCorp.net, Inc.
that is subject to outstanding options or warrants to purchase,
or securities convertible into that stock. There are 1,000,000
common shares of TheInternetCorp.net, Inc. outstanding prior to
the effective date of the Reorganization Agreement. These shares
of common stock were issued on April 29, 1999 (date of
incorporation) under the exemption from the registrations
requirements of Section 5 of the Securities Act of 1933 as
provided by Rule 506 of Regulation D under Section 4(2) of that
act in that they were offered and sold only to sophisticated
investors. These shares were issued in exchange for
organizational services rendered to this company.
After the effective date of the Reorganization Agreement,
TheInternetCorp.net, Inc. will do a 100 to 1 reverse split, which
will result in the sole shareholder of TheInternetCorp.net, Inc.
holding 10,000 shares. These shares will be registered by this
selling shareholder under this offering.
(b) Holders of Common Equity.
As of October 25, 1999, there was 1 shareholder of record of
TheInternetCorp.net, Inc.'s common stock.
(c) Dividends.
TheInternetCorp.net, Inc. has not declared or paid a cash
dividend to stockholders since it became a "C" corporation. The
Board of Directors presently intends to retain any earnings to
finance Company operations and does not expect to authorize cash
dividends in the foreseeable future. Any payment of cash
dividends in the future will depend upon TheInternetCorp.net,
Inc.'s earnings, capital requirements and other factors.
Financial Statements.
INDEPENDENT AUDITORS' REPORT
Board of Directors
TheInternetCorp.net, Inc.
I have audited the accompanying balance sheet of
TheInternetCorp.net, Inc. (a development stage company), as of
August 31, 1999, and the related statements of operations,
stockholders' equity and cash flows for the period from inception
(April 29, 1999) to August 31, 1999. 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 in accordance with standards
established by the American Institute of Certified Public
Accountants.
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
TheInternetCorp.net, Inc. as of August 31, 1999 and the results
of its operations and its cash flows for the period from
inception (April 29, 1999 ) to August 31, 1999 in conformity with
generally accepted accounting principles.
Kurt D. Saliger C.P.A. (Nevada State License No. 2335)
Las Vegas, Nevada
October 6, 1999
TheInternetCorp.net, Inc.
(A Development Stage Company)
BALANCE SHEET
August 31, 1999
ASSETS
CURRENT ASSETS:
Cash $0
Accounts Receivable $0
TOTAL CURRENT ASSETS $0
ORGANIZATIONAL COSTS, NET $219
TOTAL ASSETS $219
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts Payable $0
TOTAL CURRENT LIABILITIES $0
LONG-TERM DEBT $0
STOCKHOLDERS' EQUITY:
common stock, $.001 par value
authorized 50,000,000 shares issued
and outstanding at August 31, 1999,
1,000,000 shares $1,000
Stock Subscription Receivable $(765)
Additional paid in Capital $0
Deficit Accumulated During Development Stage $(16)
TOTAL STOCKHOLDERS' EQUITY $219
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $219
See accompanying Notes to Financial Statements & Audit Report
TheInternetCorp.net, Inc.
(A Development Stage Company)
STATEMENT OF OPERATIONS
INCOME:
Revenue $0
TOTAL INCOME $0
EXPENSES:
General, and Administrative $0
Amortization $16
Total Expenses $16
Net Profit/Loss(-)From Operations $(16)
Interest Income $0
INCOME (LOSS) BEFORE INCOME TAXES $(16)
Provision for income tax $0
NET INCOME (LOSS) $0
NET INCOME (LOSS)PER SHARE-BASIC AND
DILUTED $0.0000
AVERAGE NUMBER OF SHARES OF COMMON
STOCK OUTSTANDING 1,000,000
See accompanying Notes to Financial Statements & Audit Report
TheInternetCorp.net, Inc.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
(Deficit)
Accumulated
Additional During
Common Stock paid-in Development
Shares Amount capital Stage
Issued for
cash and
organizational
costs
April 29, 1999 1,000,000 $1,000 $0
Stock Subscription
Receivable $ (765)
Net Income
April 29, 1999
(inception) to
August 31, 1999 $ (16)
Balance
August 31, 1999
1,000,000 $ 235 $0 $ (16)
See accompanying Notes to Financial Statements & Audit Report
TheInternetCorp.net, Inc.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
Cash Flows from Operating Activities:
Net Income $ (16)
(Increase) Amortization $ 16
Net Cash (Used) In Operating Activities $ 0
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of organizational costs $(235)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock for cash $ 235
Net Increase in Cash $ 0
Cash, April 29, 1999 $ 0
Cash, August 31, 1999 $ 0
See accompanying Notes to Financial Statements & Audit Report
TheInternetCorp.net, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY.
The Company was incorporated on April 29, 1999 under the laws of
the State of Nevada. The company was organized to engage in any
lawful activity. The Company currently has no operations and, in
accordance with SFAS #7, is considered a development stage
company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.
Accounting Method.
The Company records income and expenses on the accrual method.
Estimates.
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.
Organizational Costs.
Organizational costs are stated at cost. Amortization is
recorded using the straight-line method over a sixty (60) month
period.
Income Taxes.
Income taxes are provided for using the liability method of
accounting in accordance with Statement of Financial Accounting
Standards No. 109, (SFAS #109), "Accounting for Income Taxes". A
deferred tax asset or liability is recorded for all temporary
difference between financial and tax reporting. Deferred tax
expense (benefit) results from the net change during the year of
deferred tax assets and liabilities.
Loss Per Share.
Net loss per share is provided in accordance with Statement of
Financial Accounting Standards No. 128, (SFAS #128), "Earnings
Per Share". Basic loss per share is computed by dividing losses
available to common stockholders by the weighted average number
of common shares outstanding during the period. Diluted loss per
share reflects per share amounts that would have resulted if
dilative common stock equivalents had been converted to common
stock. As of August 31, 1999, the Company had no dilative common
stock equivalents such as stock options.
NOTE 3- INCOME TAXES.
There is no provision for income taxes for the period ended April
29, 1999 (inception) to April 30, 1999 due to the zero net income
and no Nevada state Income tax in the state of the Company's
domicile
NOTE 4- SHAREHOLDERS' EQUITY.
Common Stock.
The authorized common stock of the Company consists of 50,000,000
shares with a par value of $0.001 per share.
Preferred Stock.
The authorized Preferred Stock of the Company consists of
10,000,000 shares with a par value of $0.001 per share.
NOTE 5 - MERGER AGREEMENT.
In May of 1999, Cycle-Parts.com, Inc. entered into a merger
agreement with TheInternetCorp.net, Inc. Pursuant to terms of
the agreement, Cycle-Parts.com, Inc.'s shareholders will be
issued one share of TheInternetCorp.net, Inc.'s common stock in
exchange for each share of their common stock in Cycle-Parts.com,
Inc..
NOTE 6 - RELATED PARTY TRANSACTIONS.
TheInternetCorp.net, Inc. neither owns nor leases any real or
personal property. Office services are provided without charge
by the sole director of this company. Such costs are immaterial
to the financial statements and accordingly have not been
reflected therein. The sole director of TheInternetCorp.net,
Inc. is involved in other business activities and may, in the
future, become involved in other business opportunities. If a
specific business opportunity becomes available, such person may
face a conflict in selecting between TheInternetCorp.net, Inc.
and the other business interests. TheInternetCorp.net, Inc. has
not formulated a policy for the resolution of such conflicts.
Plan of Operation.
Up to the present time, the Company has only been in the
organizational phase. Over the next 12 months, after the
effective date of this Registration Statement, the Company
intends to concentrate its efforts into further development and
enhancement of the Cycle-Parts.com, Inc. website (www.cycle-
parts.com). These changes will include additional information
and articles of interest to the motorcycle enthusiast. The
Company will also be seeking to enhance its advertising revenues
by the placement of additional advertising on the website.
The Company purchases motorcycle parts directly from
distributors, and based on rapid delivery times, its is not
necessary for it to keep parts on stock at its offices in order
for it to complete the sale of motorcycle parts over its website.
However, the Company will seek to make this operation more
efficient by reviewing all phases of the ordering and delivery
process.
The current cash in Cycle-Parts.com, Inc. will satisfy the
cash needs of the Company to implement the plan of operations, as
set forth above, for a period of approximately six months. The
Company will need to raise additional capital in order to
continue its operations beyond that point. Such financing will
probably take the form of a combination of debt and equity
financing. However, there is no guarantee that such financing
will be available at all or on such terms as will be acceptable
to the Company. See "Risk Factors - Adequacy of Funding."
Currently, the Company does not plan to make significant
equipment purchases in the next 12 months in order to implement
its plan of operation. Also, it does not plan over such period
to significantly change the number of employees.
Competition.
The market for the distribution and sale of motorcycle
parts, accessories and other related products is intensely
competitive. TheInternetCorp.net, Inc. faces strong existing
competition for similar products and expects to face significant
competition from new companies or existing companies with new
products. There are a number of larger companies which will
directly compete with TheInternetCorp.net, Inc.. In addition,
many of these companies may be better financed, have better name
recognition and consumer goodwill, have more marketing expertise
and capabilities, have a large and loyal customer base, along
with other attributes that may enable them to compete more
effectively. Thus, TheInternetCorp.net, Inc. may experience
substantial competition in its efforts to locate and attract
customers for its motorcycle parts. Such competition could have
a material adverse effect on TheInternetCorp.net, Inc.'s
profitability.
Influence of Other External Factors.
The motorcycle parts industry is a speculative venture necessarily
involving some substantial risk. There is no certainty that the
expenditures to be made by TheInternetCorp.net, Inc. will result
in commercially profitable business. The marketability of its
motorcycle parts will be affected by numerous factors beyond the
control of TheInternetCorp.net, Inc. These factors include market
fluctuations, and the general state of the economy (including the
rate of inflation, and local economic conditions), which can
affect peoples' discretionary spending. Factors which leave less
money in the hands of potential customers of TheInternetCorp.net,
Inc. will likely have an adverse effect on TheInternetCorp.net,
Inc. The exact effect of these factors cannot be accurately
predicted, but the combination of these factors may result in
TheInternetCorp.net, Inc. not receiving an adequate return on
invested capital.
Regulatory Factors.
Possible future consumer legislation, regulations and actions
could cause additional expense, capital expenditures, restrictions
and delays in the activities undertaken in connection with the
motor cycle parts business, the extent of which cannot be
predicted. The exact affect of such legislation cannot be
predicted until it is proposed.
Dependence on the Motorcycle Parts Industry.
TheInternetCorp.net, Inc.'s business is influenced by the rate of
use and expansion in the motorcycle parts industry. Although
this industry has been expanding at a rapid rate in recent years,
there is no guarantee that it will continue to do so in the
future. Declines in this industry may influence
TheInternetCorp.net, Inc.'s revenues adversely.
Reliance on Management.
TheInternetCorp.net, Inc.'s success is dependent on its key
management, the loss of whose services could significantly impede
the achievement of TheInternetCorp.net, Inc.'s planned
development objectives. TheInternetCorp.net, Inc. currently does
not maintain key man life insurance. In addition, none of the
officers or directors, or any of the other key personnel has any
employment agreement with TheInternetCorp.net, Inc. Therefore,
there can be no assurance that these personnel will remain
employed by TheInternetCorp.net, Inc. The success of
TheInternetCorp.net, Inc.'s business objectives will require
substantial additional expertise in such areas as finance,
manufacturing and marketing, among others. Competition for
qualified personnel among companies is intense, and the loss of
key personnel, or the inability to attract and retain the
additional, highly skilled personnel required for the expansion
of TheInternetCorp.net, Inc.'s activities, could have a material
adverse effect on TheInternetCorp.net, Inc.'s business and
results of operations.
In addition, all decisions with respect to the management of
TheInternetCorp.net, Inc. will be made exclusively by the
officers and directors of TheInternetCorp.net, Inc. Shareholders
will only have rights associated with minority ownership interest
rights to make decision which effect TheInternetCorp.net, Inc.
The success of TheInternetCorp.net, Inc., to a large extent, will
depend on the quality of the directors and officers of
TheInternetCorp.net, Inc.
Forward-Looking Statements.
This Prospectus, and in particular this section dealing with
the Plan of Operation, contains "forward looking statements"
within the meaning of Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Act of 1934, as
amended, and as contemplated under the Private Securities
Litigation Reform Act of 1995, including statements regarding,
among other items, TheInternetCorp.net, Inc.'s business
strategies, continued growth in the company's markets,
projections, and anticipated trends in company's business and the
industry in which it operates. The words "believe," "expect,"
"anticipate," "intends," "forecast," "project," and similar
expressions identify forward-looking statements. These forward-
looking statements are based largely on TheInternetCorp.net,
Inc.'s expectations and are subject to a number of risks and
uncertainties, certain of which are beyond TheInternetCorp.net,
Inc.'s control. TheInternetCorp.net, Inc. cautions that these
statements are further qualified by important factors that could
cause actual results to differ materially from those in the
forward looking statements, including those factors described
under "Risk Factors" and elsewhere herein. In light of these
risks and uncertainties, there can be no assurance that the
forward-looking information contained in this Prospectus will in
fact transpire or prove to be accurate. All subsequent written
and oral forward-looking statements attributable to
TheInternetCorp.net, Inc. or persons acting on its behalf are
expressly qualified in their entirety by this section.
Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
From the formation of TheInternetCorp.net, Inc. in Apri1 1999 and
up to the present time, the principal independent accountant for
TheInternetCorp.net, Inc. has neither resigned (or declined to
stand for reelection) nor been dismissed. The independent
accountant for TheInternetCorp.net, Inc. is Kurt D. Saliger, 5000
West Oakey Boulevard, Suite A-4, Las Vegas, Nevada 89146.
TheInternetCorp.net, Inc. and its current accountant have had no
disagreements.
INFORMATION ABOUT THE
COMPANY BEING ACQUIRED
Description of Business.
Cycle-Parts.com, Inc. 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. Robert
Rill, the President of Cycle-Parts.com, Inc.. 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.com, Inc. was incorporated on March 16, 1999 in
Florida. On this date, Cycle-Parts.com, Inc..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, Inc. is a 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.com,
Inc. offers these parts at a discount of from 10% to 45% below
the retail price. Cycle-Parts.com, Inc. now can supply parts for
motorcycle for Honda, Suzuki, Yamaha, and Kawasaki motorcycles.
Cycle-Parts.com, Inc. is in the process of adding more models of
motorcycles so as to increase the parts coverage; the company
also plans to make available parts for other brands of
motorcycles.
Cycle-Parts.com, Inc.'s customers are either present owners of
the model motorcycles carried by Cycle-Parts.com, Inc. or they
are small parts shop or repair shop owners who repair these
motorcycles. To date, Cycle-Parts.com, Inc. is 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 acquisition, Cycle-
Parts.com, Inc. will operate as a wholly owned subsidiary of
TheInternetCorp.net, Inc.
Market Price for Common Equity and Related Stockholder Matters.
(a) Market Information.
Cycle-Parts.com, Inc.'s common stock has not previously been
traded on any securities exchange. All of the outstanding shares
of common stock, as well as the warrants, were issued on March
16, 1999 (date of incorporation) under the exemption from the
registrations requirements of Section 5 of the Securities Act of
1933 as provided by Rule 506 of Regulation D under Section 4(2)
of that act in that they were offered and sold only to
sophisticated investors. The shares were issued for a total
consideration of $300,000 in cash; the warrants were issued to
certain consultants to this company in exchange for services
rendered. These services entailed organizational activities of
this company, as well as development of its website. Since this
company was new at this time, there is no set method of valuation
of these services. Instead, the exercise price of the warrants
($0.10 per share) was set above the book value of the shares at
that time ($0.024) based on the fact that they are exercisable
over a five year period.
There is no common stock of Cycle-Parts.com, Inc. that is subject
to outstanding options or warrants to purchase, or securities
convertible into that stock, as except as follows: 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 Cycle-Parts.com, Inc. common
stock at an exercise price of $0.10 per share; such warrants
must be exercised not later than five years from the date of
issuance at an exercise price of $0.10 per share.
(b) Holders of Common Equity.
As of October 25, 1999, there were 27 shareholders of record of
Cycle-Parts.com, Inc.' common stock.
(c) Dividends.
Cycle-Parts.com, Inc. has not declared or paid a cash dividend to
stockholders since it became a "C" corporation. The Board of
Directors presently intends to retain any earnings to finance
Cycle-Parts.com, Inc.' operations and does not expect to
authorize cash dividends in the foreseeable future. Any payment
of cash dividends in the future will depend upon Cycle-Parts.com,
Inc.' earnings, capital requirements and other factors.
Financial Statements.
INDEPENDENT AUDITORS' REPORT
Board of Directors
Cycle-Parts.com, Inc.
I have audited the accompanying balance sheet of Cycle-Parts.com,
Inc. (a development stage company), as of August 31, 1999, and
the related statements of operations, stockholders' equity and
cash flows for the period from inception (March 16, 1999) to
August 31, 1999. 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 in accordance with standards established by the American
Institute of Certified Public Accountants.
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
Cycle-Parts.com, Inc. as of August 31, 1999 and the results of
its operations and its cash flows for the period from inception
(March 16, 1999 ) to August 31, 1999 in conformity with generally
accepted accounting principles.
Kurt D. Saliger C.P.A. (Nevada State License No. 2335)
Las Vegas, Nevada
October 22, 1999
Cycle-Parts.com, Inc.
(A Development Stage Company)
BALANCE SHEET
ASSETS
CURRENT ASSETS
Cash $ 52,081
Note Receivable $ 50,000
Accrued Interest Receivable $ 667
TOTAL CURRENT ASSETS $ 102,748
TOTAL ASSSETS $ 102,748
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ 0
TOTAL CURRENT LIABILITIES $ 0
LONG-TERM DEBT $ 0
STOCKHOLDERS' EQUITY
Common Stock, $0.01 par value
Authorized 100,000,000 shares, issued
And outstanding at August 31, 1999
12,660,000 shares $ 126,600
Additional Paid In Capital 173,400
Deficit Accumulated During Development
Stage (197,252)
TOTAL STOCKHOLDERS' EQUITY $ 102,748
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 102,748
See accompanying Notes to Financial Statements.
Cycle-Parts.com, Inc.
(A Development Stage Company)
STATEMENT OF OPERATIONS
REVENUES $ 61,219
COSTS OF REVENUES 52,696
GROSS PROFIT $ 8,523
OPERATING EXPENSES
Selling, general and administrative $ 207,494
Depreciation 0
TOTAL OPERATING EXPENSES $ 207,494
INCOME (LOSS) FROM OPERATIONS $ (207,494)
OTHER INCOME (EXPENSES)
Interest income $ 1,719
Interest expense 0
INCOME (LOSS) BEFORE INCOME TAXES $ (197,252)
Income Taxes 0
NET PROFIT (LOSS) $ (197,252)
NET PROFIT (LOSS) PER SHARE
- BASIC AND DILUTED $ (0.0016)
AVERAGE NUMBER OF SHARES
OF COMMON STOCK OUTSTANDING 12,660,000
See accompanying Notes to Financial Statements.
Cycle-Parts.com, Inc.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
COMMON STOCK
Number Additional Deficit)
Of Paid In Accumulated
Shares Amount Capital During
Development
Stage
Issued for cash
March 16, 1999 12,660,000 $126,600 $173,400
(Net Loss) March 16,
1999 (Inception) to
August 31,1999 _________ _________ _________ ($197,252)
Balance
August 31, 1999 12,660,000 $126,600 $173,400 ($197,252)
See accompanying Notes to Financial Statements.
Cycle-Parts.com, Inc.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
CASH FLOWS FROM OPERATING ACTIVITIES
(Net Loss) ($197,252)
Accrued Interest Receivable ($ 667)
Net Cash (Used) In Operating Activity ($197,919)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Note Receivable ( $50,000)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock for cash $ 300,000
Net increase in cash $ 52,081
Cash, March 16, 1999 $ 307,856
Cash, August 31, 1999 $ 52,081
See accompanying Notes to Financial Statements.
Cycle-Parts.com, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS.
Cycle-Parts.com, Inc., which was previously a sole proprietorship
known as Internet Motorcycle Parts.Com and Ameril Sport Bikes,
was incorporated under the laws of the state of Florida on March
16, 1999. The Company is engaged in the business of selling
original equipment manufacturer ("OEM") motorcycle parts through
the Internet. All revenue is received electronically and all
related inventories are drop shipped directly from Cycle-
Parts.com, Inc.'s suppliers.
On March 16, 1999, Cycle-Parts.com, Inc. issued 12,660,000 shares
of its one cent ($.01) par value common stock for $300,000 in
cash and certain services.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.
Accounting Method.
Cycle-Parts.com, Inc. records income and expenses on the accrual
method of accounting.
Cash and Cash Equivalents.
Cycle-Parts.com, Inc. maintains a cash balance in an interest
bearing bank that currently does not exceed federally insured
limits. For the purpose of the statement of cash flows, all
highly liquid investments with the maturity of three months or
less are considered to be cash equivalents. There are no cash
equivalents as of August 31, 1999.
Income Taxes.
Income taxes are provided for using the liability method of
accounting in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS #109) "Accounting for Income Taxes." A
deferred tax asset or liability is recorded for all temporary
differences between financial and tax reporting. Deferred tax
expense (benefit) results from the net change during the year of
deferred tax assets and liabilities.
Estimates.
The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities, disclosure of contingent assets and
liabilities, and the reported amounts of revenue and expenses
during the reporting period Actual results could differ from
those estimates.
Organizational Costs.
Costs incurred to organize Cycle-Parts.com, Inc. are being
amortized on a straight line basis over a sixty month period.
Revenue Recognition.
Cycle-Parts.com, Inc. recognizes revenue at the point of sale
when the part is availabel and the customer's credit card is
approved.
Loss Per Share.
Net Loss per share is provided in accordance with Statement of
Financial Accounting Standards No. 128 (SFAS #128) "Earnings Per
Share." Basic loss per share is computed by dividing losses
available to common stockholders by the weighted average of
number of common shares outstanding during the period. Diluted
loss per share reflects per share amounts that would result if
dilutive common stock equivalents had been converted to common
stock. As of August 31, 1999, warrants have been excluded form
the loss per share calculations because they would not be
dilutive.
NOTE 3 - NOTE RECEIVABLE.
The Company issued a note receivable to OTC Dreamwerks, Inc. on
April 20, 1999 in the amount of $50,000. The note receivable
bears interest at the rate of 4% simple interest per annum. The
principal and interest is payable anytime upon demand from the
Company 24 months after the date of issue. The note receivable
is unsecured.
NOTE 4 - STOCKHOLDERS' EQUITY.
Common Stock.
The authorized common stock of the Company consists of
100,000,000 shares of its $0.01 par value common stock.
Preferred Stock.
The Company is not authorized to issue preferred stock.
Stock Warrants.
The Company issued stock warrants to purchase 2,000,000 shares of
common stock for $0.10 to various consultants.
NOTE 5 - MERGER AGREEMENT.
In May of 1999, Cycle-Parts.com, Inc. entered into a merger
agreement with TheInternetCorp.net, Inc. Pursuant to terms of
the agreement, Cycle-Parts.com, Inc.'s shareholders will be
issued one share of TheInternetCorp.net, Inc.'s common stock in
exchange for each share of their common stock in Cycle-Parts.com,
Inc..
NOTE 6 - RELATED PARTY TRANSACTIONS.
Cycle-Parts.com, Inc. neither owns nor leases any real or
personal property. Office services are provided without charge
by the sole director of this company. Such costs are immaterial
to the financial statements and accordingly have not been
reflected therein. The sole director of Cycle-Parts.com, Inc. is
involved in other business activities and may, in the future,
become involved in other business opportunities. If a specific
business opportunity becomes available, such person may face a
conflict in selecting between Cycle-Parts.com, Inc. and the other
business interests. Cycle-Parts.com, Inc. has not formulated a
policy for the resolution of such conflicts.
NOTE 7 - STOCK WARRANTS.
Cycle-Parts.com, Inc. issued stock warrants to purchase 2,000,000
shares of common stock for $0.10 to various consultants. This
company applies APB Opinion No. 25 in accounting for its stock
warrants, and, accordingly, no compensation costs has been
recognized in the financial statements. The pro forma impact of
recognizing compensation costs based on the fair value at the
grant date for stock options under SFAS No. 123 on Cycle-
Parts.com, Inc.'s reported operations was zero for the period
ended August 31, 1999. Accordingly, the pro forma impact of
recognizing compensation costs under SFAS No. 123 on basic and
diluted loss per share was immaterial for the period ended August
31, 1999.
Management's Discussion and Analysis of Financial Condition and
Results of Operations.
The following discussion should be read in conjunction with the
financial statements of Cycle-Parts.com, Inc. and the notes
thereto.
(a) Results of Operations.
Although Cycle-Parts.com, Inc. is newly formed as a
corporation, having been incorporated on March 16, 1999, it did
operate as a sole proprietorship prior to that date. It has had
limited operations after the time of incorporation, with revenues
of $61,219 for the period of March 16, 1999 (date of inception)
through August 31, 1999.
(b) Liquidity and Capital Resources.
Net cash used in operating activities was $197,919 for the period
of March 16, 199 through August 31, 1999. This use of cash
results largely from a net loss of $197,252 during this period
(resulting from administrative expenses of $207,494 during this
period). Based upon the issuance of common stock in Cycle-
Parts.com, Inc. on the date of inception, the company received a
total of $300,000.
(c) Capital Expenditures.
There have been no material capital expenditures since the
formation of Cycle-Parts.com, Inc. in March 1999.
(d) Year 2000 Issue.
Cycle-Parts.com, Inc. currently believes that its systems
are Year 2000 compliant in all material respects. Although
management is not aware of any material operational issues or
costs associated with preparing its internal systems for the Year
2000, Cycle-Parts.com, Inc. may experience serious unanticipated
negative consequences or material costs caused by undetected
errors or defects in the technology used in its internal systems.
Cycle-Parts.com, Inc.'s Year 2000 plans are based on management's
best estimates.
Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
From the formation of Cycle-Parts.com, Inc. in March 1999, and up
to the present time, the principal independent accountant for
Cycle-Parts.com, Inc. has neither resigned (or declined to stand
for reelection) nor been dismissed. The independent accountant
for Cycle-Parts.com, Inc. Kurt D. Saliger, 5000 West Oakey
Boulevard, Suite A-4, Las Vegas, Nevada 89146. Cycle-Parts.com,
Inc. and its current accountant have had no disagreements.
VOTING AND MANAGEMENT INFORMATION
General Information.
The approval of the shareholders of Cycle-Parts.com, Inc. for the
acquisition by TheInternetCorp.net, Inc. will be sought in a
special meeting of shareholders. The date, time and place of
this meeting are to be determined. When such information is
determined, a proxy statement will be furnished to shareholders
at the direction and on behalf of the Board of Directors of
Cycle-Parts.com, Inc. for the purpose of soliciting proxies for
use at the special meeting. The shares represented by the proxy
will be voted in the manner specified in the proxy. To the extent
that no specification is made as to the proposals set forth in
the notice of meeting accompanying the proxy statement, the proxy
will be voted in favor of such proposals. However, any proxy
given pursuant to this solicitation may be revoked at any time
before it is exercised by giving written notice of such
revocation to the Secretary of Cycle-Parts.com, Inc., by
appearing at the meeting and voting in person, or by submitting a
later dated proxy. Neither attendance at the meeting nor voting
at the meeting will revoke the proxy. A revocation that is not
timely received shall not be taken into account, and the original
proxy shall be counted.
Since there is only one shareholder of TheInternetCorp.net, Inc.,
his approval for the transaction and election of new directors
will be give by unanimous written consent. Such consent is
permitted under the bylaws of that company.
Voting Securities.
The record date of shareholders entitled to notice of and to vote
at the special meeting of the shareholders are to be determined.
Each share is entitled to one vote per share on any matter which
may properly come before the meeting and there will be no
cumulative voting right on any shares. The presence at the
meeting, in person or by proxy, of the holders of a majority of
the shares of common stock outstanding on the record date will
constitute a quorum at the meeting. Votes withheld and
abstentions will be counted in determining the presence of a
quorum but will not be voted. Broker non-votes will not be
counted in determining the presence of a quorum and will not be
voted. Pursuant to applicable state law, there are no
dissenter's or appraisal rights relating to the matters to be
voted. All matters to be voted on require an affirmative vote of
a majority of the votes present at the meeting.
The following tables sets forth information regarding the
beneficial ownership of shares of TheInternetCorp.net, Inc. and
Cycle-Parts.com, Inc. common stock as of October 1, 1999
(1,000,000 and 12,660,000 total issued and outstanding,
respectively) by:
All stockholders known to each company to be beneficial owners of
more than 5% of the outstanding common stock;
Each director; and
All officers and directors of TheInternetCorp.net, Inc. as a
group (each person has sole voting power and sole dispositive
power as to all of the shares shown as beneficially owned by
them):
TheInternetCorp.net, Inc.
Title of Name and Address of Amount of Percent of
Class Beneficial Owner Beneficial Ownership Class
Common Stock Vincent van den Brink
3158 Redhill Avenue
Suite 240
Costa Mesa, CA 92626 1,000,000 100.00%
Cycle-Parts.com, Inc.
Title of Name and Address of Amount of Percent of
Class Beneficial Owner Beneficial Ownership Class
Common Stock Goldenvale (1) 5,250,000 41.47%
Investment
Holdings, Ltd.
Suite 1A
Hirzel Court
Hirzel Street
St. Peter Port
Guernsey GY1
2NN, Channel
Islands
Common Stock Robert Rill (2), 1,645,000 11.41%
2950 S.W.
Archer Road
Suite C
Gainesville
Florida 32608
Common Stock Terry Cuthberson 100,000 0.79%
211 Tooronga Road
Terrey Hills
New South Wales
2084 Australia
Common Stock Gerald I. Quinn 100,000 0.79%
5210 East Williams
Circle, Suite 200
Tucson, Arizona 85711
Common Stock Shares of all 1,645,000 11.41%
directors and
executive
officers as a
group (1 person)
(1) Karen Bohringer (to be an officer and director of
TheInternetCorp.net, Inc. after the acquisition), and her husband
John Bohringer, along with other family members, own Goldenvale
Investment Holdings, Ltd.
(2) Robert Rill owns 1,225,000 shares along with his wife, Tara
Rill (who individually owns 220,000 shares). Also included here
are 200,000 shares owned by Strategic Capital Advisors, which is
owned by Mr.Rill.
Management (Pre-Acquisition).
(a) Vincent van den Brink, President/Secretary/Director -
TheInternetCorp.net, Inc..
Mr. van den Brink, age 58, 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.
(b) Robert A. Rill, President/Director - Cycle-Parts.com, Inc..
Mr. Robert A. Rill, 28 is the President/Director 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, Inc..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.
Management (Post-Acquisition).
The following directors (officers) will be a nominee for
election to Board of Directors of both Cycle-Parts.com, Inc. and
TheInternetCorp.net, Inc. at the special meeting of the
shareholders of each company to be held after the declaration of
effectiveness of this Form S-4:
(a) Terry Cuthberston, President/Director.
Mr. Cuthbertson, age 49, will serve as the President and a
Director of TheInternetCorp.net, Inc. and Cycle-Parts.com, Inc..
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, Mr.
Cuthberston worked as a partner in both Audit Services and KPMG
Corporate Services, where he was involved in company refinancing,
public offerings, acquisition reviews, and company restructuring.
He was made a director of KPMG Corporate (NSW) Pty. Ltd. in
1989. Mr. Cuthberston received a Bachelor of Business degree in
1981 from the New South Wales University of Technology, an
Accounting Procedures Certificate from St. George Technical
College, and is an Associate of the Institute of Chartered
Accountants in Australia.
(b) Gerald I. Quinn, Vice President/Secretary/Director.
Mr. Quinn, age 56, will be Vice-President, Secretary and a
Director of TheInternetCorp.net, Inc. and Cycle-Parts.com, Inc..
From May, 1996 to the present, Mr. Quinn has served as 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 of affinity programs. Since
1984, Mr. Quinn has served as a consultant to Cableshare
Interactive Technology, Inc., a Canadian Toronto Securities
Exchange listed public company that operates in the interactive
television industry and became a director in 1993. In 1997, Mr.
Quinn negotiated the acquisition of Cableshare by Source Media,
Inc. (NASDAQ: SRCM).
(c) Karen Bohringer, Director.
Ms. Bohringer, age 39, will serve as a Director of
TheInternetCorp.net, Inc. and Cycle-Parts.com, Inc.. From 1990
to present, she has been the owner of Bohringer & Associates, a
computer training company in Queensland, Australia. In 1983 Ms.
Bohringer 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, Ms. Bohringer lectured on programming languages at
Hales Private College, Melbourne, for 18 months. From 1987 to
1989, she was employed as 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, Ms. Bohringer 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.
Executive Compensation.
No officer or director of TheInternetCorp.net, Inc. after the
acquisition will initially be receiving any remuneration. There
will be no annuity, profit sharing, pension or retirement
benefits proposed to be paid to officers, directors, or employees
of TheInternetCorp.net, Inc. in the event of retirement at normal
retirement date as there is no existing plan provided or
contributed to by TheInternetCorp.net, Inc.. No stock options
are proposed to be paid in the future directly or indirectly by
TheInternetCorp.net, Inc. to any officer or director as there is
no such plan which is presently existing.
Certain Relationships and Related Transactions.
None.
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Information on this item is set forth in Propsectus under the
heading "Disclosure of Commission Position on Indemnification for
Securities Act Liabilities."
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The Exhibits required by Item 601 of Regulation S-B, and an index
thereto, are attached.
UNDERTAKINGS
A. The undersigned registrant hereby undertakes to:
(a) (1) File, during any period in which it offers or sells
securities, a post-effective amendment to this registration
statement to:
(i) Include any prospectus required by section 10(a)(3) of the
Securities Act;
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information in the registration statement; and Notwithstanding
the forgoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be
reflected in the form of prospects filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in the
volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii) Include any additional or changed material information on
the plan of distribution.
(2) For determining liability under the Securities Act, treat
each post-effective amendment as a new registration statement of
the securities offered, and the offering of the securities at
that time to be the initial bona fide offering.
(3) File a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the
offering.
(d) Provide to the underwriter at the closing specified in the
underwriting agreement certificates in such denominations and
registered in such names as required by the underwriter to permit
prompt delivery to each purchaser.
(e) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors,
officers and controlling persons of the small business issuer
pursuant to the foregoing provisions, or otherwise, the small
business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the small
business issuer of expenses incurred or paid by a director,
officer or controlling person of the small business issuer in the
successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection
with the securities being registered, the small business issuer
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.
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 (1) 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.
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, the
registrant has caused this registration statement to be signed by
the undersigned, thereunto duly authorized, in the City of Costa
Mesa, State of California, on November 30, 1999.
TheInternetCorp.net, Inc.
By: /s/ Vincent van den Brink
Vincent van den Brink, President
Special Power of Attorney
The undersigned constitute and appoint Vincent van den Brink
their true and lawful attorney-in-fact and agent with full power
of substitution, for him and in his name, place, and stead, in
any and all capacities, to sign any and all amendments, including
post-effective amendments, to this Form S-4 Registration
Statement, and to file the same with all exhibits thereto, and
all documents in connection therewith, with the Securities and
Exchange Commission, granting such attorney-in-fact the full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that such
attorney-in-fact may lawfully do or cause to be done by virtue
hereof.
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 date indicated:
Signature Title Date
/s/ Vincent van den Brink
Vincent van den Brink President, November 30, 1999
Chief Executive Officer,
Director
EXHIBIT INDEX
Exhibit Method of
Number Description Filing
2 Agreement and Plan of Reorganization See Below
3.1 Articles of Incorporation (incorporated by
reference to Exhibit 3.1 to the Registration
Statement on Form 10-SB/A filed on May 28,
1999) Incorporated
by Reference
3.2 Bylaws (incorporated by reference to Exhibit
3.2 to the Registration Statement on Form 10-
SB/A filed on May 28, 1999) Incorporated
by Reference
4 Form of Warrant See Below
5 Opinion Re: Legality See Below
13 Form 10-QSB (Registrant) See Below
23.1 Consent of Counsel See Below
23.2 Consent of Accountant (Registrant and Cycle-
Parts.com, Inc.) See Below
24 Special Power of Attorney See Signature
Page
27.1 Financial Data Schedule (Registrant) See Below
27.2 Financial Data Schedule (Cycle-Parts.com, Inc.)See Below
99 Consents of Persons Named as New Directors See Below
AGREEMENT
AND
PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION dated as of the 15th
day of May, 1999 (the "Agreement") is made by and among
TheInternetCorp.net, Inc., a Nevada corporation
("TheInternetCorp"), the shares of which will be publicly traded,
3158 Redhill Ave., Suite 240, Costa Mesa, California 92626 and
Cycle-Parts.com, Inc., a closely held Florida corporation
("Cycle-Parts"), which is domiciled in Florida and its address is
2950 S.W. Archer Road, Suite C, Gainesville, Florida 32608.
WITNESSETH:
WHEREAS, TheInternetCorp desires to acquire one hundred
percent (100%) of all of the common stock of Cycle-Parts;
AND, WHEREAS, Cycle-Parts wishes to sell or exchange one hundred
percent (100%) of its shares to TheInternetCorp.net,
NOW, THEREFORE, consideration of the mutual promises and
representations contained herein, the parties to this contract
agree as follows:
ARTICLE I
Exchange of Shares
1.1 Exchange of Shares. Subject to the terms and conditions of
this agreement, Cycle-Parts agrees to exchange ("the
Exchange")12,660,000 common shares, which represents all of its
outstanding shares of common stock, with the par value of $0.01,
to procure 12,660,000 shares of common stock of TheInternetCorp,
which shall then represent 99% of the issued, and outstanding
stock TheInternetCorp. For federal income tax purposes, the
Exchange is intended to constitute a reorganization within the
meaning of Section 368(a) of the Code. On the Effective Date, all
rights with respect to Cycle-Parts common stock under Cycle-Parts
Warrants that are then outstanding, if any, shall be converted
into TheInternetCorp warrants and become rights with respect to
TheInternetCorp common stock.
1.2 Effective Date. The Exchange shall become effective (the
"Effective Date") on the date the Articles of Share Exchange,
together with the Plan of Reorganization reflecting the Exchange,
shall be accepted for filing by the Secretary of State of Nevada
and the Secretary of State of Florida.
1.3 The Articles of Incorporation and Bylaws of TheInternetCorp
shall continue in effect on and after the Effective Date. The
Articles of Incorporation and Bylaws of Cycle-Parts shall
continue in effect on and after the Effective Date.
1.4 Dissenting Shares. Any shares of capital stock of Cycle-
Parts that, as of the Effective Date, are or may become
"dissenting shares" within the meaning of Section 607 of the
Florida Business Corporation Act shall not be converted into or
represent the right to receive TheInternetCorp common stock in
accordance with Article 1.1, and the holder or holders of such
shares shall be entitled only to such rights as may be granted to
such holder or holders under Section 607 of the Florida Business
Corporation Act. Cycle-Parts shall give TheInternetCorp prompt
notice of any written demand received by Cycle-Parts prior to the
Effective Date to require Cycle-Parts to purchase shares of
capital stock of Cycle-Parts pursuant to Section 607 of the
Florida Business Corporation Act and of any other demand, notice
or instrument delivered to Cycle-Parts prior to the Effective
Date, and the opportunity to participate in all negotiations and
proceedings with respect to any such demand, notice or
instrument. Cycle-Parts will comply with the relevant provisions
of Section 607 of the Florida Business Corporation Act.
ARTICLE II
Representations and Warranties of Cycle-Parts.
Cycle-Parts represents and warrants to TheInternetCorp that:
2.1 Organization. Cycle-Parts warrants that it is a corporation
duly organized, validly existing; and in good standing in the
State of Florida and has all of the necessary powers to own its
properties and to carry on its business as now owned and operated
by it in such States its business requires qualifications.
2.2 Capital. The authorized capital stock of Cycle-Parts is
comprised of 100,000,000 shares of common stock, par value $.01
per share (the "Cycle-Parts Stock"), of which 12,660,000 shares
are issued and outstanding. There currently are not, and at the
effective date and time of this Agreement, there shall not be any
outstanding subscriptions, options, rights, warrants, debentures,
or other instruments, convertible securities or other agreements
or commitments obligating Cycle-Parts to issue or transfer from
treasury any additional shares of its capital stock of any class,
except for the 2,000,000 warrants outstanding,
2.3 Subsidiaries. Cycle-Parts has no subsidiaries, nor does it
own any interest in any other enterprise, excepting those known
to TheInternetCorp.
2.4 Directors and Officers. The Board of Directors of
TheInternetCorp shall resign after the exchange of stock, and the
new Board appointed by Cycle-Parts, consisting of Terry
Cuthbertson, Gerald I. Quinn and Karen Bohringer, shall be sworn
in.
2.5 Financial Statements. It is understood by the parties that
Cycle-Parts or any of its agents, servants or employees are not
making any representation with respect to any activity of any
other firm, person, or corporation. Cycle-Parts does however
represent and warrant that the information furnished by Cycle-
Parts, its agents, servants or employees for and on behalf of
TheInternetCorp by Cycle-Parts is true, correct and accurate.
2.6 Tax Returns. It is not yet necessary for Cycle-Parts to file
Federal, State or local tax returns required by law, nor is
Cycle-Parts required by law to pay any taxes, assessments and
penalties, and none are due and payable. There are no present
disputes as to taxes of any nature, payable by Cycle-Parts.
2.7 Trade Names and Rights. Cycle-Parts owns and holds all
necessary trademarks, service marks, trade names, copyrights,
patents, domain names and proprietary information, and other
rights necessary to do its business as now conducted or proposed
to be conducted.
2.8 Compliance with Laws. Cycle-Parts has complied with, and
is not in violation of any applicable Federal, State, or local
statutes, laws, and regulations affecting its properties or the
operation of its business.
2.9 Litigation. Cycle-Parts is not involved as a defendant or
plaintiff in any suit, action, arbitration, or legal,
administrative or other proceeding, which to the best knowledge
of Cycle-Parts, would affect Cycle-Parts or its business, assets,
or financial condition in a negative manner; or, governmental
investigation which is pending; or, to the best of the knowledge
of Cycle-Parts, threatened against or affecting Cycle-Parts or
its business assets or financial condition. Cycle-Parts is not in
default with respect to any order, writ, injunction or decree of
any Federal, State, local/foreign court, department, agency, or
instrumentality applicable to it.
2.10 Authority. Cycle-Parts has authorized the execution of
this agreement and the consummation of the transaction
contemplated herein, and Cycle-Parts has full power and authority
to execute, deliver, and perform this agreement, and this
agreement is executed by one director so authorized by the board
of directors of Cycle-Parts, and is a legal, valid, and binding
obligation of Cycle-Parts, and is enforceable in accordance with
its terms and conditions, subject to shareholder approval as
stated in Article 2.15.
2.11 Ability to Carry Out Obligations. The execution and
delivery of this agreement by Cycle-Parts and the performance by
Cycle-Parts of its obligations hereunder in the time and manner
contemplated will not cause, constitute, or conflict with, or
result in any of the following: (a) a breach or violation of any
provisions of or constitute a default under any license,
indenture, mortgage instrument, article of incorporation, bylaw,
other agreement or instrument to which Cycle-Parts is a party, or
by which it may be bound, nor will any consents or authorizations
of any party other than those required, (b) any event that would
permit any party to any agreement or instrument to terminate it
or to accelerate the maturity of any indebtedness or other
obligation of Cycle-Parts, or, (c) an event that would result in
the creation or imposition of any lien, charge, encumbrance on
the asset of Cycle-Parts.
2.12 Full Disclosure. None of the representations and
warranties made by Cycle-Parts herein, or any exhibit,
certificate or memorandum furnished or to be furnished by Cycle-
Parts on behalf of Cycle-Parts, contains or will contain any
untrue statement of material fact, or omit any material fact, the
omission of which would be misleading, provided that the auditor
of Cycle-Parts financial statements shall be ultimately
responsible for certifying the truth and accuracy of Cycle-Parts'
audited financial statement.
2.13 Material Contracts. Cycle-Parts has no material contracts
to which it is a party or by which it is bound, other than those
known to the directors of Cycle-Parts and TheInternetCorp.
2.14 Securities. Cycle-Parts acknowledges that the Exchange
Shares shall be issued pursuant to an S-4 registration statement
filed under the Securities Act. No certificate representing such
shares shall bear a restrictive legend with respect to the
Securities Act, and such shares may be freely sold and
distributed under the Securities Act, except those shareholders
who are affiliates as defined under the Securities Act.
2.15 Shareholder Approval. Within five (5) days of the date of
SEC approval of the S-4 registration statement referred to in
Article 3.11, Cycle-Parts shall call, give notice of and convene
a meeting (the "Meeting") of its shareholders to consider and
vote upon the approval and adoption of the Exchange. The approval
and adoption of this Agreement and Plan of Reorganization by the
Board of Directors and the shareholders of Cycle-Parts is a
condition precedent to the undertaking and obligation of
TheInternetCorp to mail its definitive Proxy Statement.
Article III
Representations and Warranties of TheInternetCorp
TheInternetCorp warrants and represents to Cycle-Parts that:
3.1 Organization. TheInternetCorp is a corporation duly
organized, validly existing, and in good standing in the State of
Nevada, and TheInternetCorp warrants that it is a duly organized,
validly existing corporation, in good standing, and has all of
the necessary powers to own its properties and to carry on its
business as now owned and operated by it in such States its
business requires qualifications. TheInternetCorp warrants that
it has One (1) shareholder (of record and beneficially), that it
has filed its Form10-SB with the SEC, and that all necessary SEC
filings will have been made by TheInternetCorp.
3.2 Capital. The issued capital stock of TheInternetCorp is
1,000,000 shares. The authorized capital stock of TheInternetCorp
is comprised of 50,000,000 shares of common stock, $0.001 par
value per share (the "TheInternetCorp Stock"), of which
1,000,000 shares are issued and outstanding. In addition, it has
authorized but unissued 10,000,000 shares of $0.001 par value
Preferred Stock.
3.3 Subsidiaries. TheInternetCorp has no subsidiaries, nor does
it own any interest in any other enterprise, excepting those
known to Cycle-Parts.
3.4 Tax Returns. TheInternetCorp has filed all necessary
Federal, State and/or local tax returns required by law.
TheInternetCorp has paid and discharges all taxes, assessments
and penalties, and none are due and payable. There are no present
disputes as to taxes of any nature, payable by TheInternetCorp.
TheInternetCorp warrants that it does not owe any state or
federal withholding taxes.
3.5 Trade Names and Rights. TheInternetCorp owns and holds all
necessary trademarks, service marks, trade names, copyrights,
patents, and proprietary information, and other rights necessary
to do its business as now conducted or proposed to be conducted.
3.6 Compliance with Laws. TheInternetCorp has complied with,
and is not in violation of any applicable Federal, State, or
local statutes, laws, and regulations affecting its properties or
the operation of its business.
3.7 Litigation. TheInternetCorp is not involved as a defendant
or plaintiff in any suit, action, arbitration, or legal,
administrative or other proceeding, which to the best knowledge
of TheInternetCorp, that would affect TheInternetCorp or its
business, assets, or financial condition in a negative manner;
or, governmental investigation which is pending; or, to the best
of the knowledge of TheInternetCorp, threatened against or
affecting TheInternetCorp or its business assets or financial
condition. TheInternetCorp is not in default with respect to any
order, writ, injunction or decree of any Federal, State,
local/foreign court, department, agency, or instrumentality
applicable to it.
3.8 Authority. Vincent van den Brink is the owner of
1,000,000 shares of TheInternetCorp, has authorized the execution
of this agreement and the consummation of the transaction
contemplated herein, and that TheInternetCorp has full power and
authority to execute, deliver, and perform this agreement, and
this Agreement is executed by its one director so authorized by
the board of directors of TheInternetCorp, and is a legal, valid,
and binding obligation of TheInternetCorp, and is enforceable in
accordance with its terms and conditions.
3.9 Ability to Carry Out Obligations. The execution and
delivery of this agreement by TheInternetCorp and the performance
by TheInternetCorp of its obligations hereunder in the time and
manner contemplated will not cause, constitute, or conflict with,
or result in any of the following: (a) a breach or violation of
any provisions of or constitute a default under any license,
indenture, mortgage instrument, article of incorporation, bylaw,
other agreement or instrument to which Cycle-Parts is a party, or
by which it may be bound, nor will any consents or authorizations
of any Party other than those required, (b) any event that would
permit any party to any agreement or instrument to terminate it
or to accelerate the maturity of any indebtedness or other
obligation of TheInternetCorp, or, (c) an event that would result
in the creation or imposition of any lien, charge, encumbrance on
the asset of TheInternetCorp.
3.10 Full Disclosure. None of the representations and warranties
made by TheInternetCorp herein, or any exhibit, certificate or
memorandum furnished or to be furnished by TheInternetCorp,
contains or will contain any untrue statement of material fact,
or omit any material fact, the omission of which would be
misleading.
3.11 Filing With SEC. Within ten business days following the
date of this Agreement, TheInternetCorp shall prepare and file
with the SEC under the Securities Act of 1933, a registration
statement on Form S-4 covering all shares of TheInternetCorp
Stock issuable as a consequence of the Exchange. Prior to such
filing, Cycle-Parts shall supply to TheInternetCorp, for
inclusion in the Initial Registration Statement, the Financial
Statements (as hereinafter defined). Concurrent with the filing
of the Initial Registration Statement, TheInternetCorp shall also
prepare and file with the SEC, a preliminary proxy statement (the
"Proxy Statement"; the Proxy Statement and the Initial
Registration Statement are collectively referred to as the
"Registration Statement") pertaining to the Exchange. Cycle-Parts
shall cooperate fully with TheInternetCorp in the preparation and
filing of the Registration Statement and any amendments and
supplements thereto. The Registration Statement shall not be
filed, and no amendment or supplement thereto shall be made by
TheInternetCorp, without prior consultation with and the consent
of Cycle-Parts, which consent shall not be unreasonably withheld
or delayed. As promptly as practicable but in no event later than
the Effective Date, TheInternetCorp shall prepare its Rule 15c-
211 disclosure document and have its proposed marketmaker file
Form 211 with the NASD asking permission to have the
TheInternetCorp Stock listed for trading on the OTC Bulletin
Board ("BB").
ARTICLE IV
Covenants Prior to and Subsequent to Closing
4.1 Covenants Prior to and Subsequent to Closing. It is agreed
between the parties hereto that Cycle-Parts may visit the offices
of TheInternetCorp or TheInternetCorp may visit the offices of
Cycle-Parts to obtain copies of data contained in all currently
active files or current contracts and agreements of any and all
categories of business, with any company or person. Any and all
such data and documentation not previously released by Cycle-
Parts, and being currently in the possession of Cycle-Parts,
shall be delivered into hands of the officers of TheInternetCorp,
or to be delivered to an office of TheInternetCorp. Any and all
such data and documentation not previously released by
TheInternetCorp and necessary to this agreement, and being
currently in the possession of TheInternetCorp shall be delivered
into hands of the officers of Cycle-Parts, or to be delivered to
an office of Cycle-Parts. Such data and documentation shall
include all copies of files, documents, shareholders and
directors minutes, minute books/records, etc., at the earliest
possible time, on or after the effective date hereof.
ARTICLE V
Conditions Precedent to Performance by Parties
5.1 Conditions. Parties to this agreement and the obligations
hereunder shall be subject to the satisfaction at closing of all
the conditions set forth in Article II and Article III. The party
to whom a duty is owed or is owed an obligation of the other
party to this contract waive any or all of these conditions in
whole or in part, provided, however, that no such waiver of a
condition shall constitute a waiver by the party so making a
waiver of any other condition of, or any of said parties other
rights or remedies, at law or in equity, if either party is in
default of any of the representations, warranties or covenants
under this agreement.
5.2 Accuracy of Representations. Except as otherwise permitted
by this agreement, all representations and warranties by either
party in agreement or in any other written statement delivered to
the other under this agreement shall be true and accurate on and
as of the effective date as though made at this time.
5.3 Performance. The parties shall have performed, satisfied
and complied with all covenants, agreements and conditions
required by this agreement to be performed or complied with it on
or before the effective date.
5.4 Absence of Litigation. No action, suit, or proceeding
before any court or any governmental body or authority,
pertaining to the transaction contemplated by this agreement or
its consummation, shall have been instituted or threatened
against either Cycle-Parts or TheInternetCorp on or before the
effective date. No action, suit, or other proceeding before any
court or other governmental body or authority that could
jeopardize or put at risk of loss, the current assets of
TheInternetCorp or Cycle-Parts, shall have been instituted or
threatened against either on or before the effective date of this
agreement. TheInternetCorp and/or Cycle-Parts shall resolve in
its favor any dispute, action, or threatened legal action, from
any court or any governmental body, prior to the effective date
of this agreement, in the event any such action or so threat of
action should currently exist. Any dispute in which
TheInternetCorp or Cycle-Parts may have a part, any action, suit
or proceeding by any person, entity, court or governmental body
or authority against TheInternetCorp and/or Cycle-Parts left
unresolved on the effective date of this agreement, shall
immediately render this Agreement, on that date forever null and
void, without further notice from either TheInternetCorp or
Cycle-Parts.
ARTICLE VI
Miscellaneous
6.1 Termination Prior to Closing. (a) If the Closing has not
occurred by December 31, 1999, subject to a 30 day extension by
Cycle-Parts.com, or any other extension as agreed by the parties
(the "Termination Date"), any of the parties hereto may terminate
this Agreement at any time thereafter by giving written notice of
termination to the other parties; provided, however, that no
party may terminate this Agreement if such party has willfully or
materially breached any of the terms and conditions hereof. Said
termination date may be extended or may be terminated prior to
the termination date only by written agreement of the parties
hereto.
(b) This Agreement may be canceled prior to the execution of the
above stated term in the event of the following events: By mutual
written agreement, in the event either party files for relief
under federal bankruptcy proceedings, in the event involuntary
bankruptcy proceedings are initiated against either party hereto
in the event of death, liquidation, physical or mental incapacity
of either party hereto, and, in the event of fraud or
misrepresentation by one of the parties hereto
6.2 Amendment or Modification. This Agreement shall represent
the entire agreement by and between the parties hereto except as
otherwise provided herein and it may not be changed except by
written agreement duly executed by all of the parties hereto.
6.3 Assignment. Neither party shall have the right to transfer
or assign his interest in this Agreement without the prior
written consent of the other party hereto, which consent shall
not be unreasonably withheld.
6.4 Corporate Authority. If any party hereto is a legal entity,
including but not limited to, an association, corporation, joint
venture, limited partnership, partnership, or trust such party
represents to the other that this agreement and the transactions
contemplated herein and the execution and delivery hereof have
been duly authorized by all necessary corporate partnership or
trust proceedings and actions including but without limitation to
the action on the part of the directors, officers and agents of
said entity. Furthermore, said party represents that appropriate
corporate meetings were held to authorize the aforementioned
obligations and certified copies of such corporate minutes and
corporate resolutions authorizing this transaction have been
delivered to all parties to this agreement prior to or at the
time of execution of this agreement.
6.5 Dispute or Contest: Attorney's Fees. In the unlikely event
that a dispute occurs or a cause of action in law or equity
arises out of the operation, construction, interpretation or
enforcement of this Agreement, the losing party shall bear the
cost of the attorneys fees incurred by the prevailing party ; and
any and all costs applicable thereto, including but not limited
to, court costs, deposition fees, out of pocket expenses and
travel expenses which are incurred by the prevailing party.
6.6 Dispute or Contest: Arbitration. In the unlikely event that
a dispute occurs applicable to the operation, construction,
interpretation or enforcement of this agreement, the parties
hereby agree to submit said dispute to a commercial arbitrator so
that the matter may be arbitrated in lieu of resolving said
dispute in a court of law or equity. The parties shall choose
an arbitrator from the American Arbitration Association pursuant
to the following process:
The parties shall request from the American Arbitration
Association a list of nine commercial arbitrators and each party,
assuming there are two parties to the agreement, shall have four
strikes and thereby strike from said list the arbitrators they do
not wish to use. The remaining arbitrator, the one that has not
been stricken, shall be the arbitrator that shall hear the
matter. The parties agree to follow the American Arbitration
Association rules, guidelines and procedures. The Arbitrator
shall set the matter for hearing; and shall control the
procedures used therein .The parties shall abide by the
arbitrator's decision, which shall be final and binding. The
parties hereto agree that there shall be no right to appeal the
arbitrator's decision. In the event the losing party refuses to
comply with the arbitrator's decision, parties hereby agrees to
an award of Five Thousand and No/100ths ($5,000.00) Dollars as
punitive and/or liquidated damages for said party's noncompliance
with the arbitrator's decision. Said party furthermore agrees to
reimburse the prevailing party, any and all attorneys fees, and
costs of litigation incurred in order to compel the losing
party's performance in compliance with the arbitrator's decision.
6.7 Confidential Information. The parties hereto agree that
the information and data at each other's disposal during the term
of the negotiation of this agreement, operation and enforcement
of this Agreement is considered proprietary information and
confidential. Such information if disseminated to third parties
would be detrimental to the owner of said proprietary data.
Accordingly, each party hereto agrees to take any and all
reasonable precautions to restrict the dissemination of such
information by its employees, agents or subcontractors. This
obligation shall continue notwithstanding the termination of this
Agreement for a period of five years from the effective date of
this agreement. During the term of this Agreement or any
extension thereto, neither party shall permit access by any non-
affiliated to said proprietary information without the other
party's written permission thereto.
6.8 Defense, Hold Harmless and Indemnity Clause. It is the
specific and express intent and the agreement of the parties
hereto that in the event one party hereto should cause, either
directly or indirectly, damage, loss, destruction, liability or
claims against the other party as a result of intentional
conduct, negligence or otherwise, said offending party shall hold
harmless and indemnify the other party from any and all
obligations, liabilities, cause of actions, law suits, damages,
assessments, including legal fees etc. as a result of said
offending party's intentional actions or negligence. This
indemnification clause shall survive this Agreement and be
enforceable as a separate agreement in the event necessary.
6.9 Force Majeure. Neither party shall be liable or responsible
to the other party for any delay, damage, loss, failure,
inability to perform caused by "force majeure." The term "force
majeure", as used in this agreement, shall mean an act of God,
strike, act of the public enemy, war, mines or other items of
ordinance, blockage, public rioting, lightning, fire, storm,
flood, explosions, inability to obtain materials, supplies, labor
permits, servitudes, rights of way, acts or restraints of any
governmental authority, epidemics, landslides, lightning storms,
earthquakes, floods, storms, washouts, arrests, restraints of
rulers and peoples, civil disturbances, explosions, breakage or
accident to machinery or lines of equipment, temporary failure of
equipment, freezing of equipment and any other cause whether of
the kinds specifically enumerated above or otherwise which are
not reasonably within the control of the parties hereto and which
by the exercise of due diligence could not be reasonably
prevented or overcome. Such causes or contingencies effecting the
performance of this agreement by any party hereto shall not
relieve such party of liability in the event of its concurring
negligence or in the event of its failure to remedy this
situation if it is within its reasonable control or it could
reasonably remove the cause which has prevented its performance.
The parties shall use all reasonable dispatch to remove all
contingencies effecting the performance of this agreement. This
clause shall not relieve any party from its obligations to make
payments of amounts then due for previous work; or obligations
contemplated and performed hereunder. Furthermore, the party
asserting this privilege shall give a full and complete notice of
the facts which it considers to excuse its performance under this
"force majeure" clause. The parties hereto agree in the event
time limits are not met under this agreement as a result of
"force majeure", to an extension of said time limit or deadline
for the number of days for which the "force majeure" condition
existed and after said force majeure condition has expired, the
contract shall continue under the same operations and
circumstances as existed prior to the "force majeure" event.
6.10 Further Assurances. Each party hereto further agrees that
it shall take any and all necessary steps, sign and execute any
and all necessary documents or documents which are required to
implement the terms of the agreement of the parties contained in
this contract, and each party shall refrain from taking any
action, either expressly or impliedly, which would have the
effect of prohibiting or hindering the performance of the other
party to this Agreement. This Agreement and exhibits attached
hereto and incorporated herein contain the entire agreement of
the parties, and there are no representations, inducements,
promises, agreements, arrangements, undertakings, oral or
written, between the parties hereto other than those expressly
set forth hereinabove and duly executed in writing. No agreement
of any kind shall be binding upon either party until the same has
been made in writing and duly executed by both parties hereto.
Upon execution of this agreement by all parties, all previous
agreements, contracts, arrangements or undertakings of any kind
relative to the matters contained herein are hereby canceled and
all claims and demands not contained in this agreement are deemed
fully completed and satisfied.
6.11 Independent Status. It is agreed and understood that any
work requested by the parties hereto shall be performed under the
terms of the Agreement and that all parties hereto are considered
independent contractors. Each party is interested only in the
results obtained hereunder and has the general right of
inspection and supervision in order to secure the satisfactory
completion of such work. Neither party shall have control over
the other party with respect to its hours, times, employment etc.
Under no circumstances shall either party hereto be deemed an
employee of the other, nor shall either party act as an agent of
the other party. Furthermore, the parties hereto warrant that all
obligations imposed on them by this Agreement shall be performed
with due diligence in a safe competent workmanlike manner and in
compliance with any and all applicable statutes, rules and
regulations. Any and all joint venture or partnership status is
hereby expressly denied and the parties expressly state that they
have not formed either expressly or impliedly a joint venture or
partnership.
6.12 Captions and Paragraph Headings. The captions, numbering
sequences, titles, paragraph headings and punctuational
organization used in this Agreement are for convenience only and
shall in no way define, limit or describe the scope or intent of
this agreement or any part thereof. The paragraph headings used
herein are descriptive only and shall have no legal force or
effect whatsoever other than to aid a reasonable interpretation
of the agreement. The titles to each of the various articles and
paragraphs are included for convenience or reference only and
shall have no effect on or be deemed as part of the text of this
Agreement. Use of pronouns such as the use of neuter, singular or
pronouns refer to the parties described herein and shall be
deemed a proper reference even though the parties may be an
individual, partnership, corporation, association, trust, group
of two or more individuals, partnerships, corporations or joint
venture. Any necessary grammatical changes required to make the
provisions of this Agreement apply in the plural sense where
there is more than one party to this Agreement and to either
corporations, associations, partnerships, trusts, individuals,
males or females, shall in all instances be assumed as though
each case were fully expressed. If any word, phrase, clause or
paragraph or other provision of this agreement is adjudicated or
otherwise found to be against public policy, void or
unenforceable, then said words or provisions shall be deleted or
modified in keeping with the express intent of the parties hereto
as necessary to render this Agreement valid and enforceable. All
such deletions or modifications shall be the minimum required to
effect the foregoing and the intent of the parties to this
Agreement.
6.13 Multiple Counterparts. This Agreement may be executed in
several counterparts, each of which shall be deemed an original
and all of which when taken together shall constitute but one and
the same Agreement. In the event that a comparison of said
multiple agreements reveals that said Agreements contain
differences or inconsistencies, then the Agreement which is first
executed and signed by all of the parties hereto, shall be deemed
the original Agreement and all said other agreements, although
duly signed by the said parties, shall be deemed inferior and
subordinate to the aforesaid first signed Agreement.
6.14 Notices. Any and all notices or other communications
required or permitted to be even pursuant to this Agreement shall
be in writing and shall be considered as properly given if mailed
by certified, return receipt requested mail, postage prepaid and
addressed as follows:
To:
TheInternetCorp.net, Inc.
3158 Redhill Ave., Ste. 240
Costa Mesa, CA 92626
Cycle-Parts.Com, Inc.
2950 S.W. Archer Road, Ste. C,
Gainesville, Florida 32608
Either party hereby reserves the right to designate in writing to
the other party a change of address or other place that said
notices shall be sent to.
6.15 No Waiver. The failure or delay of either party in the
enforcement of the rights detailed herein shall not constitute a
waiver of said rights nor shall it be considered as a basis for
estoppel either at equity or at law. Such party may exercise its
rights herein despite said delay or failure to enforce said
rights at the time the cause of action or right or obligation
arose.
6.16 Parties Bound Clause. This Agreement shall be binding upon
and inure to the benefit to the parties hereto, their respective
heirs, executors, administrators, legal representatives,
successors and assigns. The parties hereto expressly agree that
in the event a party hereto seeks to or does transfer any and
all, or part of its assets to a separate entity, not a party to
this agreement, said entity shall be liable under this Agreement
as if said transfer had not occurred.
6.17 Severability. If any provisions of this agreement shall for
any reason be held violative of any applicable law, governmental
rule or regulation, or if said Agreement is held to be
unenforceable or unconscionable then the invalidity of such
specific provision herein shall not be held to invalidate the
remaining provisions of this Agreement. Such other provisions and
the entirety of this Agreement shall remain in full force and
effect unless the removal of said invalid provision destroys the
legitimate purposes of this Agreement in which event this
Agreement shall be null and void.
6.18 State Law and Venue Determination. This Agreement shall be
subject to and governed under the laws of the State of Florida.
Any and all obligations are performable and payable in Alachua
County, Florida. The parties hereto agree that venue for
purposes of any and all lawsuits, cause of actions, arbitrations
or other disputes shall be in Alachua County, Florida.
6.19 Status of Agreement and Prior Understandings. This
Agreement and the exhibits attached hereto and incorporated
herein, if any, contains the entire Agreement of the Parties and
there are no representations, inducements, promises, agreements,
arrangements or undertakings, oral or written between the Parties
hereto other than those set forth and duly executed in writing.
No agreement of any kind shall be binding upon either Party
unless and until the same has been made in writing and duly
executed by both Parties.
6.20 Time. Time is of the essence in this Agreement and,
accordingly, all time limits shall be strictly construed and
strictly enforced. Failure of one party to this Agreement to
meet a deadline imposed hereunder shall be considered a material
and significant breach of this Agreement and shall entitle the
non breaching party to any and all rights of default as stated
hereinabove.
6.21 Acceptance. This Agreement shall not be binding until it is
executed by both parties to this agreement.
6.22 Date of Effectiveness. This Agreement shall become
effective upon the execution of the same by all of the parties
hereto and all obligations contained herein shall be conclusive
and binding upon all of the parties hereto. Accordingly, this
Agreement shall no longer be considered executory as of the date
that all parties have affixed their signatures hereto.
6.23 Signatory Clause. This Agreement is signed, accepted and
agreed to by all parties hereto by and through the parties or
their agents or authorized representatives. All parties hereto
hereby acknowledge that they have read and understand this
Agreement and the attachments and/or exhibits hereto. All parties
further acknowledge that they have executed this legal document
voluntarily and of their own free will.
6.24 Public Disclosure. From and after the date hereof through
the Closing Date, TheInternetCorp shall not issue a press release
or any other public announcement with respect to the transactions
contemplated hereby without the prior consent of Cycle-Parts.com,
which consent shall not be unreasonably withheld or delayed. It
is understood by Cycle-Parts.com that TheInternetCorp is required
under the Exchange Act to make prompt disclosure of any material
transaction.
THE PARTIES TO THIS AGREEMENT HAVE READ THIS AGREEMENT, HAVE HAD
THE OPPORTUNITY TO CONSULT WITH INDEPENDENT COUNSEL OF THEIR OWN
CHOICE, AND UNDERSTAND EACH OF THE PROVISIONS OF THIS AGREEMENT.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement the day and year first above written.
Cycle Parts.com, Inc.
By: /s/ Robert Rill
Robert Rill, President
TheInternetCorp.net, Inc.
By: /s/ Vincent Van den Brink
Vincent Van den Brink, President
WARRANT TO PURCHASE
SHARES OF COMMON STOCK
OF
CYCLE-PARTS.COM, INC.
Exercisable Commencing March 16, 1999;
Void after March 15, 2004
THIS CERTIFIES that, for value received,
____________________________________ or his/her/its registered
assigns ("Warrantholder"), is entitled, subject to the terms and
conditions set forth in this Warrant, to purchase from Cycle-
Parts.com, Inc., a Florida corporation ("Company"),
_____________________________(_____________) fully paid, duly
authorized and nonassessable shares of common stock ("Shares"),
$0.01 par value per share, of the Company ("Common Stock"), at
any time commencing March 16, 1999 and continuing up to 5:00 p.m.
Pacific Daylight Time on March 15, 2004 (the "Exercise Period")
at an exercise price of ten cents ($0.10) per share, subject to
adjustment pursuant to Section 8 hereof.
This Warrant is subject to the following provisions, terms
and conditions:
1. Transferability.
1.1 Registration. The Warrants shall be issued only in
registered form.
1.2 Transfer. This Warrant shall be transferable only on
the books of the Company maintained at its principal executive
offices upon surrender thereof for registration of transfer duly
endorsed by the Warrantholder or by its duly authorized attorney
or representative, or accompanied by proper evidence of
succession, assignment or authority to transfer. Upon any
registration of transfer, the Company shall execute and deliver a
new Warrant or Warrants in appropriate denominations to the
person or persons entitled thereto.
1.3 Common Stock to be Issued. Upon the exercise of any
Warrants and upon receipt by the Company of a facsimile or
original of Warrantholder's signed Election to Exercise Warrant
(See Exhibit A), Company shall instruct its transfer agent to
issue stock certificates, subject to the restrictive legend set
forth below, in the name of Warrantholder (or its nominee) and in
such denominations to be specified by Warrantholder representing
the number of shares of Common Stock issuable upon such exercise,
as applicable. Company warrants that no instructions, other than
these instructions, have been given or will be given to the
transfer agent and that the Common Stock shall otherwise be freely
transferable on the books and records of the Company. It shall
be the Company's responsibility to take all necessary actions and
to bear all such costs to issue the certificate of Common Stock
as provided herein, including the responsibility and cost for
delivery of an opinion letter to the transfer agent, if so
required. The person in whose name the certificate of Common
Stock is to be registered shall be treated as a shareholder of
record on and after the exercise date. Upon surrender of any
Warrant that is to be converted in part, the Company shall issue
to the Warrantholder a new Warrant equal to the unconverted
amount, if so requested by Purchaser:
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS
AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE
REGISTRATION REQUIREMENTS OF SUCH LAWS. THE SECURITIES ARE
SUBJECT TO RESTRICTIONS OF TRANSFERABILITY AND RESALE AND MAY NOT
BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SUCH LAWS
PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE
SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER REGULATORY
AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON
OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR
ADEQUACY OF THE OFFERING MATERIALS. ANY REPRESENTATION TO THE
CONTRARY IS UNLAWFUL.
2. Exchange of Warrant Certificate.
Any Warrant certificate may be exchanged for another certificate
or certificates of like tenor entitling the Warrantholder to
purchase a like aggregate number of Shares as the certificate or
certificates surrendered then entitle such Warrantholder to
purchase. Any Warrantholder desiring to exchange a warrant
certificate shall make such request in writing delivered to the
Company, and shall surrender, properly endorsed, the certificate
evidencing the Warrant to be so exchanged. Thereupon, the
Company shall execute and deliver to the person entitled thereto
a new Warrant certificate as so requested.
3. Terms of Warrants: Exercise of Warrants.
3.1. Warrant Exercise. Subject to the terms of this
Warrant, the Warrantholder shall have the right, at any time
after March 16, 1999, but before 5:00 p.m. Pacific Daylight Time
on March 15, 2004, ("Expiration Time"), to purchase from the
Company up to the number of Shares which the Warrantholder may at
the time be entitled to purchase pursuant to the terms of this
Warrant, upon surrender to the Company at its principal executive
office, of the certificate evidencing this Warrant to be
exercised, together with the attached Election to Exercise
Warrant form duly filled in and signed, and upon payment to the
Company of the Warrant Price (as defined in and determined in
accordance with the provisions of Section 7 and 8 hereof) or as
provided in Section 3 hereof, for the number of Shares with
respect to which such Warrant is then exercised. Payment of the
aggregate Warrant Price shall be made in cash, wire transfer or
by cashier's check or any combination thereof.
3.2. Common Stock Certificates. Subject to the terms of
this Warrant, upon such surrender of this Warrant and payment of
such Warrant Price as aforesaid, the Company shall promptly issue
and cause to be delivered to the Warrantholder or to such person
or persons as the Warrantholder may designate in writing, a
certificate or certificates (in such name or names as the
Warrantholder may designate in writing) for the number of duly
authorized, fully paid and non-assessable whole Shares to be
purchased upon the exercise of this Warrant, and shall deliver to
the Warrantholder Common Stock or cash, to the extent provided in
Section 9 hereof, with respect to any fractional Shares otherwise
issuable upon such surrender. Such certificate or certificates
shall be deemed to have been issued and any person so designated
to be named therein shall be deemed to have become a holder of
such Shares as of the close of business on the date of the
surrender of this Warrant and payment of the Warrant Price,
notwithstanding that the certificates representing such Shares
shall not actually have been delivered or that the Share and
Warrant transfer books of the Company shall then be closed. This
Warrant shall be exercisable, at the sole election of the
Warrantholder, either in full or from time to time in part and,
in the event that any certificate evidencing this Warrant (or any
portion thereof) is exercised prior to the Termination Date with
respect to less than all of the Shares specified therein at any
time prior to the Termination Date, a new certificate of like
tenor evidencing the remaining portion of this Warrant shall be
issued by the Company, if so requested by the Warrantholder.
3.3. Transfer Agent. Upon the Company's receipt of a
facsimile or original of Warrantholder's signed Election to
Exercise Warrant, the Company shall instruct its transfer agent to
issue one or more stock Certificates representing that number of
shares of Common Stock which the Warrantholder is entitled to
purchase in accordance with the terms and conditions of this
Warrant and the Election to Exercise Warrant attached hereto. The
transfer agent for the Company shall act as registrar and shall
maintain an appropriate ledger containing the necessary
information with respect to each Warrant.
3.4. Election to Exercise. Such exercise shall be effectuated by
surrendering to the Company, or its attorney, the Warrants to be
converted together with a facsimile or original of the signed
Election to Exercise Warrant which evidences Warrantholder's intention
to exercise those Warrants indicated. The date on which the
Election to Exercise Warrant is effective ("Exercise Date") shall
be deemed to be the date on which the Warrantholder has delivered to
the Company a facsimile or original of the signed Election to
Exercise Warrant, as long as the original Warrants to be exercised
are received by the Company or its designated attorney within five (5) business
days thereafter. As long as the Warrants to be exercised are received
by the Company within five (5) business days after it receives a
facsimile or original of the signed Election to Exercise Warrant,
the Company shall deliver to the Warrantholder, or per the
Warrantholder's instructions, the shares of Common Stock within
three (3) business days of receipt of the Warrants to be
converted.
3.5. Payment of Interest. Nothing contained in this
Warrant shall be deemed to establish or require the payment of
interest to the Warrantholder at a rate in excess of the maximum
rate permitted by governing law. In the event that the rate of
interest required to be paid exceeds the maximum rate permitted by
governing law, the rate of interest required to be paid thereunder
shall be automatically reduced to the maximum rate permitted under
the governing law and such excess shall be returned with
reasonable promptness by the Warrantholder to the Company.
3.6. Issuance of Common Stock. It shall be the Company's
responsibility to take all necessary actions and to bear all such
costs to issue the Certificate of Common Stock as provided
herein, including the responsibility and cost for delivery of an
opinion letter to the transfer agent, if so required. The person
in whose name the certificate of Common Stock is to be registered
shall be treated as a shareholder of record on and after the
exercise date. Upon surrender of any Warrants that are to be
converted in part, the Company shall issue to the Warrantholder
new Warrants equal to the unconverted amount, if so requested by
Warrantholder.
3.7. Exercise Default. The Company shall at all times
reserve and have available all Common Stock necessary to meet
exercise of the Warrants by all Warrantholders of the entire
amount of Warrants then outstanding. If, at any time
Warrantholder submits an Election to Exercise Warrant and the
Company does not have sufficient authorized but unissued shares
of Common Stock available to effect, in full, a exercise of the
Warrants (a "Exercise Default", the date of such default being
referred to herein as the "Exercise Default Date"), the Company
shall issue to the Warrantholder all of the shares of Common
Stock which are available, and the Election to Exercise Warrant
as to any Warrants requested to be converted but not converted
(the "Unconverted Warrants"), upon Warrantholder's sole option,
may be deemed null and void. The Company shall provide notice of
such Exercise Default ("Notice of Exercise Default") to all
existing Warrantholders of outstanding Warrants, by facsimile,
within one (1) business day of such default (with the original
delivered by overnight or two day courier), and the Warrantholder
shall give notice to the Company by facsimile within five (5)
business days of receipt of the original Notice of Exercise
Default (with the original delivered by overnight or two day
courier) of its election to either nullify or confirm the
Election to Exercise Warrant.
3.8. Furnishing of Prospectus. The Company shall furnish to
Warrantholder such number of prospectuses and other documents
incidental to the registration of the shares of Common Stock
underlying the Warrants, including any amendment of or
supplements thereto. Warrantholder shall acknowledge in writing
the receipt, the careful reading, and the understanding thereof,
prior to any exercise under this Section 3.
3.9. Shareholder of Record. Each person in whose name any
certificate for shares of Common Stock shall be issued shall for
all purposes be deemed to have become the holder of record of the
Common Stock represented thereby on the date on which the Warrant
was surrendered and payment of the purchase price and any
applicable taxes was made, irrespective of date of issue or
delivery of such certificate, except that if the date of such
surrender and payment is a date when the Shares transfer books of
the Company are closed, such person shall be deemed to have
become the holder of such Shares on the next succeeding date on
which such Share transfer books are open. The Company shall not
close such Share transfer books at any one time for a period
longer than seven (7) days.
3.10. Cashless Exercise. This Warrant is exercisable in
whole or in part at the Exercise Price per share of Common Stock
(as defined hereafter) payable hereunder, payable in cash or by
certified or official bank check, or by "cashless exercise", by
means of tendering this Warrant Certificate to the Company. Upon
surrender of this Warrant Certificate with the annexed Notice of
Exercise duly executed, together with payment of the Exercise
Price for the shares of Common Stock purchased, the Holder shall
be entitled to receive a certificate or certificates for the
shares of Common Stock so purchased.
4. Payment of Taxes.
The Company shall pay all documentary stamp taxes, if any,
attributable to the initial issuance of the Shares; provided,
however, that the Company shall not be required to pay any tax or
taxes which may be payable, (a) with respect to any secondary
transfer of this Warrant or the Shares or (b) as a result of the
issuance of the Shares to any person other than the
Warrantholder, and the Company shall not be required to issue or
deliver any certificate for any Shares unless and until the
person requesting the issuance thereof shall have paid to the
Company the amount of such tax or shall have produced evidence
that such tax has been paid to the appropriate taxing authority.
5. Mutilated or Missing Warrant.
In case the certificate or certificates evidencing this Warrant
shall be mutilated, lost, stolen or destroyed, the Company shall,
at the request of the Warrantholder, issue and deliver in
exchange and substitution for and upon cancellation of the
mutilated certificate or certificates, or in lieu of and
substitution for the certificate or certificates lost, stolen or
destroyed, a new Warrant certificate or certificates of like
tenor and representing an equivalent right or interest, but only
upon receipt of evidence satisfactory to the Company of such
loss, theft or destruction of such Warrant and of a bond of
indemnity, if requested, also satisfactory to the Company in form
and amount, and issued at the applicant's cost. Applicants for
such substitute Warrant certificate shall also comply with such
other reasonable regulations and pay such other reasonable
charges as the Company may prescribe.
6. Reservation of Shares.
The issuance, sale and delivery of the Warrants have been duly
authorized by all required corporate action on the part of the
Company and when issued, sold and delivered in accordance with
the terms hereof and thereof for the consideration expressed
herein and therein, will be duly and validly issued, fully paid,
and non-assessable and enforceable in accordance with their
terms, subject to the laws of bankruptcy and creditors' rights
generally. The Company shall pay all taxes in respect of the
issue thereof. As a condition precedent to the taking of any
action that would result in the effective purchase price per
share of Common Stock upon the exercise of this Warrant being
less than the par value per share (if such shares of Common Stock
then have a par value), the Company will take such corporate
action as may, in the opinion of its counsel, be necessary in
order that the Company may comply with all its obligations under
this Agreement with regard to the exercise of this Warrant.
7. Warrant Price.
During the Exercise Period, the price per Share ("Warrant price")
at which Shares shall be purchasable upon the exercise of this
Warrant shall be ") at an exercise price of ten cents ($0.10) per
share, subject to adjustment pursuant to Section 8 hereof
("Exercise Price").
8. Adjustment of Warrant Price and Number of Shares.
The number and kind of securities purchasable upon the exercise
of this Warrant and the Warrant Price shall be subject to
adjustment from time to time after the date hereof upon the
happening of certain events, as follows:
8.1 Adjustments. The number of Shares purchasable upon the
exercise of this Warrant shall be subject to adjustments as
follows:
(a) In case the Company shall (i) pay a dividend on Common
Stock in Common Stock or securities convertible into,
exchangeable for or otherwise entitling a holder thereof to
receive Common Stock, (ii) declare a dividend payable in cash on
its Common Stock and at substantially the same time offer its
shareholders a right to purchase new Common Stock (or securities
convertible into, exchangeable for or other entitling a holder
thereof to receive Common Stock) from the proceeds of such
dividend (all Common Stock so issued shall be deemed to have been
issued as a stock dividend), (iii) subdivide its outstanding
shares of Common Stock into a greater number of shares of Common
Stock, (iv) combine its outstanding shares of Common Stock into a
smaller number of shares of Common Stock, or (v) issue by
reclassification of its Common Stock any shares of Common Stock
of the Company, the number of shares of Common Stock issuable
upon exercise of the Warrants immediately prior thereto shall be
adjusted so that the holders of the Warrants shall be entitled to
receive after the happening of any of the events described above
that number and kind of shares as the holders would have received
had such Warrants been converted immediately prior to the
happening of such event or any record date with respect thereto.
Any adjustment made pursuant to this subdivision shall become
effective immediately after the close of business on the record
date in the case of a stock dividend and shall become effective
immediately after the close of business on the effective date in
the case of a stock split, subdivision, combination or
reclassification.
(b) In case the Company shall distribute, without receiving
consideration therefor, to all holders of its Common Stock
evidences of its indebtedness or assets (excluding cash dividends
other than as described in Section (8)(a)(ii)), then in such
case, the number of shares of Common Stock thereafter issuable
upon exercise of the Warrants shall be determined by multiplying
the number of shares of Common Stock theretofore issuable upon
exercise of the Warrants, by a fraction, of which the numerator
shall be the closing bid price per share of Common Stock on the
record date for such distribution, and of which the denominator
shall be the closing bid price of the Common Stock less the then
fair value (as determined by the Board of Directors of the
Company, whose determination shall be conclusive) of the portion
of the assets or evidences of indebtedness so distributed per
share of Common Stock. Such adjustment shall be made whenever
any such distribution is made and shall become effective
immediately after the record date for the determination of
stockholders entitled to receive such distribution.
(c) Any adjustment in the number of shares of Common Stock
issuable hereunder otherwise required to be made by this Section
8 will not have to be adjusted if such adjustment would not
require an increase or decrease in one percent (1%) or more in
the number of shares of Common Stock issuable upon exercise of
the Warrant. No adjustment in the number of Shares purchasable
upon exercise of this Warrant will be made for the issuance of
shares of capital stock to directors, employees or independent
Warrantors pursuant to the Company's or any of its subsidiaries'
stock option, stock ownership or other benefit plans or
arrangements or trusts related thereto or for issuance of any
shares of Common Stock pursuant to any plan providing for the
reinvestment of dividends or interest payable on securities of
the Company and the investment of additional optional amounts in
shares of Common Stock under such plan.
(d) Whenever the number of shares of Common Stock issuable
upon the exercise of the Warrants is adjusted, as herein provided
the Warrant Price shall be adjusted (to the nearest cent) by
multiplying such Warrant Price immediately prior to such
adjustment by a fraction, of which the numerator shall be the
number of shares of Common Stock issuable upon the exercise of
each share of the Warrants immediately prior to such adjustment,
and of which the denominator shall be the number of shares of
Common Stock issuable immediately thereafter.
(e) The Company from time to time by action of its Board of
Directors may decrease the Warrant Price by any amount for any
period of time if the period is at least twenty (20) days, the
decrease is irrevocable during the period and the Board of
Directors of the Company in its sole discretion shall have made a
determination that such decrease would be in the best interest of
the Company, which determination shall be conclusive. Whenever
the Warrant Price is decreased pursuant to the preceding
sentence, the Company shall mail to holders of record of the
Warrants a notice of the decrease at least fifteen (15) days
prior to the date the decreased Warrant Price takes effect, and
such notice shall state the decreased Warrant Price and the
period it will be in effect.
8.2 Mergers, Etc. In the case of any (i) consolidation or
merger of the Company into any entity (other than a consolidation
or merger that does not result in any reclassification, exercise,
exchange or cancellation of outstanding shares of Common Stock of
the Company), (ii) sale, transfer, lease or conveyance of all or
substantially all of the assets of the Company as an entirety or
substantially as an entirety, or (iii) reclassification, capital
reorganization or change of the Common Stock (other than solely a
change in par value, or from par value to no par value), in each
case as a result of which shares of Common Stock shall be
converted into the right to receive stock, securities or other
property (including cash or any combination thereof), each holder
of Warrants then outstanding shall have the right thereafter to
exercise such Warrant only into the kind and amount of
securities, cash and other property receivable upon such
consolidation, merger, sale, transfer, capital reorganization or
reclassification by a holder of the number of shares of Common
Stock of the Company into which such Warrants would have been
converted immediately prior to such consolidation, merger, sale,
transfer, capital reorganization or reclassification, assuming
such holder of Common Stock of the Company (A) is not an entity
with which the Company consolidated or into which the Company
merged or which merged into the Company or to which such sale or
transfer was made, as the case may be ("constituent entity"), or
an affiliate of a constituent entity, and (B) failed to exercise
his or her rights of election, if any, as to the kind or amount
of securities, cash and other property receivable upon such
consolidation, merger, sale or transfer (provided that if the
kind or amount of securities, cash and other property receivable
upon such consolidation, merger, sale or transfer is not the same
for each share of Common Stock of the Company held immediately
prior to such consolidation, merger, sale or transfer by other
than a constituent entity or an affiliate thereof and in respect
of which such rights or election shall not have been exercised
("non-electing share"), then for the purpose of this Section 8.2
the kind and amount of securities, cash and other property
receivable upon such consolidation, merger, sale or transfer by
each non-electing share shall be deemed to be the kind and amount
so receivable per share by a plurality of the non-electing
shares). If necessary, appropriate adjustment shall be made in
the application of the provision set forth herein with respect to
the rights and interests thereafter of the holder of Warrants, to
the end that the provisions set forth herein shall thereafter
correspondingly be made applicable, as nearly as may reasonably
be, in relation to any shares of stock or other securities or
property thereafter deliverable on the exercise of the Warrants.
The above provisions shall similarly apply to successive
consolidations, mergers, sales, transfers, capital
reorganizations and reclassifications. The Company shall not
effect any such consolidation, merger, sale or transfer unless
prior to or simultaneously with the consummation thereof the
successor company or entity (if other than the Company) resulting
from such consolidation, merger, sale or transfer assumes, by
written instrument, the obligation to deliver to the holder of
Warrants such shares of stock, securities or assets as, in
accordance with the foregoing provision, such holder may be
entitled to receive under this Section 8.2.
8.3 Statement of Warrants. Irrespective of any
adjustments in the Warrant Price of the number or kind of shares
purchasable upon the exercise of this Warrant, this Warrant
certificate or certificates hereafter issued may continue to
express the same price and number and kind of shares as are
stated in this Warrant.
9. Fractional Shares.
Any fractional shares of Common Stock issuable upon exercise of
the Warrants shall be rounded to the nearest whole share or, at
the election of the Company, the Company shall pay the holder
thereof an amount in cash equal to the closing bid price thereof.
Whether or not fractional shares are issuable upon exercise
shall be determined on the basis of the total number of Warrants
the holder is at the time exercising and the number of shares of
Common Stock issuable upon such exercise.
10. No Rights as Stockholders: Notices to Warrantholders.
Nothing contained in this Warrant shall be construed as
conferring upon the Warrantholder or its transferees any rights
as a stockholder of the Company, including the right to vote,
receive dividends, consent or receive notices as a stockholder
with respect to any meeting of stockholders for the election of
directors of the Company or any other matter. If, however, at
any time prior to the Expiration Time and prior to the exercise
of this Warrant, any of the following events shall occur:
(a) any action which would require an adjustment pursuant
to Section 8.1; or
(b) a dissolution, liquidation or winding up of the Company or
any consolidation, merger or sale of its property, assets and
business as an entirety; then in any one or more of said events,
the Company shall give notice in writing of such event to the
Warrantholder at least ten (10) days prior to the date fixed as a
record date or the date of closing the transfer books for the
determination of the shareholders entitled to any relevant
dividend, distribution, subscription rights, or other rights or
for the effective date of any dissolution, liquidation of winding
up or any merger, consolidation, or sale of substantially all
assets, but failure to mail or receive such notice or any defect
therein or in the mailing thereof shall not affect the validity
of any such action taken. Such notice shall specify such record
date or the effective date, as the case may be.
11. Registration Rights.
The Company shall prepare and file with the U.S. Securities
and Exchange Commission ("SEC"), no later than twelve months
after the Effective Date, as defined therein, of an accompanying
Registration Rights Agreement, a Registration Statement on Form
SB-2 ("Registration Statement"), covering a sufficient number of
shares of Common Stock to cover the exercise of this Warrant. If
at any time the number of shares of Common Stock into which this
Warrant shall be exercised converted exceeds the aggregate number
of shares of Common Stock then registered, the Company shall,
within ten (10) business days after receipt of written notice
from the Warrantholder, file with the SEC an additional
Registration Statement on Form SB-2 or any other applicable
registration statement, to register the shares of Common Stock
into which this Warrant may be exercised that exceed the
aggregate number of shares of Common Stock already registered.
12. Miscellaneous.
12.1 Benefits of this Agreement. Nothing in this Warrant shall
be construed to give to any person or corporation other than the
Company and the Warrantholder any legal or equitable right,
remedy or claim under this Warrant, and this Warrant shall be for
the sole and exclusive benefit of the Company and the
Warrantholder.
12.2 Rights Cumulative; Waivers. The rights of each of the
parties under this Warrant are cumulative. The rights of each of
the parties hereunder shall not be capable of being waived or
varied other than by an express waiver or variation in writing.
Any failure to exercise or any delay in exercising any of such
rights shall not operate as a waiver or variation of that or any
other such right. However, the holders of a majority in
principal amount of the Warrants may waive a default or rescind
the declaration of an Exercise Default and its consequences
except for a default in the exercise into Common Stock. Any
defective or partial exercise of any of such rights shall not
preclude any other or further exercise of that or any other such
right. No act or course of conduct or negotiation on the part of
any party shall in any way preclude such party from exercising
any such right or constitute a suspension or any variation of any
such right.
12.3 Benefit; Successors Bound. This Warrant and the terms,
covenants, conditions, provisions, obligations, undertakings,
rights, and benefits hereof, shall be binding upon, and shall
inure to the benefit of, the parties hereto and their heirs,
executors, administrators, representatives, successors, and
permitted assigns.
12.4 Entire Agreement. This Warrant contains the entire
agreement between the parties with respect to the subject matter
hereof. There are no promises, agreements, conditions,
undertakings, understandings, warranties, covenants or
representations, oral or written, express or implied, between
them with respect to this Warrant or the matters described in
this Warrant, except as set forth in this Warrant. Any such
negotiations, promises, or understandings shall not be used to
interpret or constitute this Warrant.
12.5 Assignment. This Warrant may be assigned if the Assignment
of Warrant, attached as Exhibit B to this Warrant, is properly
completed, executed and delivered to the Company.
12.6 Amendment. This Warrant may be amended only by an
instrument in writing executed by the parties hereto.
12.7 Severability. Each part of this Warrant is intended to be
severable. In the event that any provision of this Warrant is
found by any court or other authority of competent jurisdiction
to be illegal or unenforceable, such provision shall be severed
or modified to the extent necessary to render it enforceable and
as so severed or modified, this Warrant shall continue in full
force and effect.
12.8 Notices. Notices required or permitted to be given
hereunder shall be in writing and shall be deemed to be
sufficiently given when personally delivered (by hand, by
courier, by telephone line facsimile transmission, receipt
confirmed, or other means) or sent by certified mail, return
receipt requested, properly addressed and with proper postage
pre-paid (i) if to the Company, at its executive office (ii) if
to the Warrantholder, at the address set forth under its name in
the subscription agreement for this Warrant, with a copy to its
designated attorney and (iii) if to any other Warrantholder, at
such address as such Warrantholder shall have provided in writing
to the Company, or at such other address as each such party
furnishes by notice given in accordance with this section, and
shall be effective, when personally delivered, upon receipt and,
when so sent by certified mail, four (4) business days after
deposit with the United States Postal Service.
12.9 Governing Law. This Agreement shall be governed by the
interpreted in accordance with the laws of the State of Arizona
without reference to its conflicts of laws rules or principles.
12.10 Forum Selection and Consent to Jurisdiction. Any
litigation based thereon, or arising out of, under, or in
connection with, this agreement or any course of conduct, course
of dealing, statements (whether oral or written) or actions of
the Company or Warrantholder shall be brought and maintained
exclusively in the federal courts of the State of Arizona without
reference to its conflicts of laws rules or principles. The
Company hereby expressly and irrevocably submits to jurisdiction
exclusively with the federal Courts of the State of Arizona for
the purpose of any such litigation as set forth above and
irrevocably agrees to be bound by any final judgment rendered
thereby in connection with such litigation. The Company further
irrevocably consents to the service of process by registered
mail, postage prepaid, or by personal service within or without
the State of Arizona. The Company hereby expressly and
irrevocably waives, to the fullest extent permitted by law, any
objection which it may have or hereafter may have to the laying
of venue of any such litigation brought in any such court
referred to above and any claim that any such litigation has been
brought in any inconvenient forum. To the extent that the
Company has or hereafter may acquire any immunity from
jurisdiction of any court or from any legal process (whether
through service or notice, attachment prior to judgment,
attachment in aid of execution or otherwise) with respect to
itself or its property. The Company hereby irrevocably waives
such immunity in respect of its obligations under this agreement
and the other loan documents.
12.11 Waiver of Jury Trial. The Warrantholder and the
Company hereby knowingly, voluntarily and intentionally waive any
rights they may have to a trial by jury in respect of any
litigation based hereon, or arising out of, under, or in
connection with, this agreement, or any course of conduct, course
of dealing, statements (whether oral or written) or actions of
the Warrantholder or the Company. The Company acknowledges and
agrees that it has received full and sufficient consideration for
this provision and that this provision is a material inducement
for the Warrantholder entering into this agreement.
12.12 Consents. The person signing this Warrant on
behalf of the Company hereby represents and warrants that he has
the necessary power, consent and authority to execute and deliver
this Warrant on behalf of the Company.
12.13 Further Assurances. In addition to the
instruments and documents to be made, executed and delivered
pursuant to this Warrant, the parties hereto agree to make,
execute and deliver or cause to be made, executed and delivered,
to the requesting party such other instruments and to take such
other actions as the requesting party may reasonably require to
carry out the terms of this Warrant and the transactions
contemplated hereby.
12.14 Section Headings. The Section headings in this
Warrant are for reference purposes only and shall not affect in
any way the meaning or interpretation of this Warrant.
12.15 Construction. Unless the context otherwise requires,
when used herein, the singular shall be deemed to include the
plural, the plural shall be deemed to include each of the
singular, and pronouns of one or no gender shall be deemed to
include the equivalent pronoun of the other or no gender.
IN WITNESS WHEREOF, the parties have caused this Warrant to
be duly executed, all as of the day and year first above written.
COMPANY:
CYCLE-PARTS.COM, INC.
By:______________________
Rob Rill, President
EXHIBIT A
ELECTION TO EXERCISE WARRANT
The undersigned hereby irrevocably elects to exercise the right
of purchase represented by the within Warrant for, and to
purchase thereunder, _______shares of Common Stock ("Shares")
provided for therein, and requests that certificates for the
Shares be issued in the name of:*
Name:___________________________________________________________
Address:_________________________________________________________
Social Security No.______________________________________________
or Tax ID Number:_________________________________________________
and, if such number of Shares shall not be all of the Shares
purchasable under the Warrant, that a new Warrant certificate for
the balance of the Shares purchasable under the within Warrant be
registered in the name of the undersigned Warrantholder or his
Assignee* as indicated below and delivered to the address stated
below:
Dated: _________________, _____
Name of Warrantholder of
Assignee (Please
Print)_____________________________________________
Address:_________________________________________________________
Signature:_______________________________________________________
Signature
Guaranteed:______________________________________________
Signature of Guarantor
____________________
* The Warrant contains restrictions on sale, assignment or
transfer.
** Note: The above signature must correspond with the name as
written on the face of this Warrant certificate in every
particular, without alteration or enlargement or any change
whatever, unless this warrant has been assigned.
EXHIBIT B
ASSIGNMENT OF WARRANT
(To be signed only upon assignment of Warrant)*
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
________________________________________________________________
________________________________________________________________
(Name and Address of Assignee must be Printed or Typewritten)
the within Warrant, hereby irrevocably constituting and
appointing _________Attorney to transfer said Warrant on the
books of the Company, with full power of substitution in the
premises.
Dated: ___________________, 19____
________________________________**
Signature of Registered Holder
Signature Guaranteed: ________________________________
Signature of Guarantor
____________________
* The Warrant contains restrictions on sale, assignment or
transfer.
** Note: The signature of this assignment must correspond with
the name as it appears upon the face of the Warrant certificate
in every particular, without alteration or enlargement or any
change whatever.
Brian F. Faulkner
Attorney at Law
3900 Birch Street, Suite 113
Newport Beach, California 92660
October 25, 1999
U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: TheInternetCorp.net, Inc. - Form S-4
Dear Sir/Madame:
I have acted as counsel to TheInternetCorp.net, Inc., a Nevada
corporation ("TheInternetCorp.net, Inc."), in connection with its
Registration Statement on Form S-4 relating to the acquisition of
Cycle-Parts.com, Inc. by TheInternetCorp.net, Inc. and in
connection therewith the registration of 12,660,000 shares of its
common stock ("Shares"), $0.001 par value per Share, to be issued
in exchange for the issued and outstanding shares of common stock
of Cycle-Parts.com, Inc., and the registration of 2,000,000
shares to be issued upon the exercise of outstanding warrants for
such shares (at an exercise price of $1.00 per share).
In my representation, I have examined such documents, corporate
records, and other instruments as we have deemed necessary or
appropriate for purposes of this opinion, including, but not
limited to, the Articles of Incorporation and Bylaws of
TheInternetCorp.net, Inc..
Based upon the foregoing, it is my opinion that
TheInternetCorp.net, Inc. is duly organized and validly existing
as a corporation under the laws of the State of Nevada, and that
the Shares, when issued and sold, will be validly issued, fully
paid, and non-assessable.
Sincerely,
/s/ Brian F. Faulkner
Brian F. Faulkner, Esq.
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
SEPTEMBER 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
______________ TO ______________
COMMISSION FILE NUMBER: 000-26051
TheInternetCorp.net, Inc.
(Exact name of registrant as specified in its charter)
Nevada 88-0424430
(State or jurisdiction of incorporation I.R.S. Employer
or organization) Identification No.)
3158 Redhill Avenue, Suite 240, Costa Mesa, California 92626
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (949) 770-2578
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 Par Value
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to
file such reports), and (2) been subject to such filing
requirements for the past 90 days. Yes X No .
As of September 30, 1999, the Registrant had 1,000,000
shares of common stock issued and outstanding.
Transitional Small Business Disclosure Format (check one):
Yes No X .
PART I.
ITEM 1. FINANCIAL STATEMENTS.
TheInternetCorp.net, Inc.
(A Development Stage Company)
BALANCE SHEET
(Unaudited)
September 30, 1999
ASSETS
CURRENT ASSETS:
Cash $0
Accounts Receivable $0
TOTAL CURRENT ASSETS $0
ORGANIZATIONAL COSTS, NET $219
TOTAL ASSETS $219
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts Payable $0
TOTAL CURRENT LIABILITIES $0
LONG-TERM DEBT $0
STOCKHOLDERS' EQUITY:
common stock, $.001 par value
authorized 50,000,000 shares issued
and outstanding at August 31, 1999,
1,000,000 shares $1,000
Stock Subscription Receivable $(765)
Additional paid in Capital $0
Deficit Accumulated During Development Stage $(16)
TOTAL STOCKHOLDERS' EQUITY $219
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $219
See accompanying Notes to Interim Financial Statements
TheInternetCorp.net, Inc.
(A Development Stage Company)
STATEMENT OF OPERATIONS
(Unaudited)
Three Months Ended
September 30, 1999
INCOME:
Revenue $0
TOTAL INCOME $0
EXPENSES:
General, and Administrative $0
Amortization $16
Total Expenses $16
Net Profit/Loss(-) From Operations $(16)
Interest Income $0
INCOME (LOSS) BEFORE INCOME TAXES $(16)
Provision for income tax $0
NET INCOME (LOSS) $0
NET INCOME (LOSS)PER SHARE-BASIC AND
DILUTED $0.0000
AVERAGE NUMBER OF SHARES OF COMMON
STOCK OUTSTANDING 1,000,000
See accompanying Notes to interim financial statements
TheInternetCorp.net, Inc.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended Period from
September 30, 1999 Inception Through
September 30, 1999
Cash Flows from Operating
Activities:
Net Income $0 $(16)
(Increase) Amortization 0 $ 16
Net Cash (Used) In Operating
Activities 0 $ 0
CASH FLOWS FROM INVESTING
ACTIVITIES
Purchase of organizational
Costs 0 $(235)
CASH FLOWS FROM FINANCING
ACTIVITIES
Issuance of common stock for
Cash 0 $ 235
Net Increase in Cash $0 $ 0
Cash, Beginning of Period $0 $ 0
Cash, End of Period $0 $ 0
See accompanying Notes to Interim Financial Statements
TheInternetCorp.net, Inc.
(A Development Stage Company)
NOTES TO INTERIM CONSOLIDATED
FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.
Basis of Presentation
The information including in the condensed financial statements
is unaudited, but includes all adjustments (consisting of normal
recurring items) which are, in the opinion of management,
necessary for a fair representation of the interim period
presented.
Development stage company
The Company is a new enterprise in the development stage as
defined by Statement No. 7 of the Financial Accounting Standards
Board and has not engaged in any business other than
organizational efforts. It has no full-time employees and owns
no real property. The Company intends to seek to acquire one or
more existing businesses which have existing management, through
merger or acquisition, that may have potential for profit, and to
that end, intends to acquire properties or businesses, or a
controlling interest therein. Management of the Company will
have virtually unlimited discretion in determining the business
activities in which the Company might engage.
Accounting Method
The Company records income and expenses on the accrual method.
Fiscal Year
The Company has selected a December 31 fiscal year end.
Loss Per Share
Loss per share was computed using the weighted number of shares
outstanding during the period.
Organization Costs
Costs to incorporate the Company have been capitalized and will
be amortized over a sixty-month period.
Statement of Cash Flows
For purposes of the statement of cash flows, the Company
considers all highly liquid debt instruments purchased with an
original maturity of three months or less to be cash equivalents.
Use of Estimates
The preparation of the Company's financial statements in
conformity with generally accepted accounting principles requires
the Company's management to make estimates and assumptions that
effect the amounts reported in these financial statements and
accompanying notes. Actual results could differ from those
estimates.
Stock Basis
Shares of common stock issued for other than cash have been
assigned amounts equivalent to the fair value of the service or
assets received in exchange.
2. STOCKHOLDERS' EQUITY.
The authorized common stock of the Company consists of 50,000,000
shares with a par value of $0.001 per share. As of September 30,
1999 the Company had 1,000,000 shares outstanding
Preferred Stock.
The authorized Preferred Stock of the Company consists of
10,000,000 shares with a par value of $0.001 per share. No
preferred shares have been issued.
3. INCOME TAXES.
There is no provision for income taxes for the period ended April
29, 1999 (inception) to September 30, 1999 due to the zero net
income and no Nevada state Income tax in the state of the
Company's domicile
ITEM 2. Plan of Operation.
The following discussion should be read in conjunction with the
financial statements of the Company and notes thereto contained
elsewhere in this report.
Initial Operation.
Up to the present time, the Company has only been in the
organizational phase. Over the next 12 months the Company
intends to concentrate its efforts into further development and
enhancement of the Cycle-Parts website (www.cycle-parts.com).
These changes will include additional information and articles of
interest to the motorcycle enthusiast. The Company will also be
seeking to enhance its advertising revenues by the placement of
additional advertising on the website.
The Company purchases motorcycle parts directly from
distributors, and based on rapid delivery times, its is not
necessary for it to keep parts on stock at its offices in order
for it to complete the sale of motorcycle parts over its website.
However, the Company will seek to make this operation more
efficient by reviewing all phases of the ordering and delivery
process.
The current cash in Cycle-Parts, the company being acquired
under an Agreement and Plan of Reorganization will satisfy the
cash needs of the Company to implement the plan of operations, as
set forth above, for a period of approximately six months. The
Company will need to raise additional capital in order to
continue its operations beyond that point. Such financing will
probably take the form of a combination of debt and equity
financing. However, there is no guarantee that such financing
will be available at all or on such terms as will be acceptable
to the Company.
Currently, the Company does not plan to make significant
equipment purchases in the next 12 months in order to implement
its plan of operation. Also, it does not plan over such period
to significantly change the number of employees.
Liquidity and Capital Resources.
During the three month period ended September 30, 1999, the
Company continued its status as a development company. The
Company is continuing to incur limited development expenses, is
deriving no revenues, and has experienced an ongoing deficiency
in working capital. The Company's continued existence is
dependent on its ability to obtain additional financing to
proceed with its plan of operation
Capital Expenditures.
No material capital expenditures were made during the quarter
ended on September 30, 1999.
Year 2000 Issue.
The Year 2000 issue arises because many computerized systems
use two digits rather than four to identify a year. Date
sensitive systems may recognize the year 2000 as 1900 or some
other date, resulting in errors when information using the year
2000 date is processed. In addition, similar problems may arise
in some systems which use certain dates in 1999 to represent
something other than a date. The effects of the Year 2000 issue
may be experienced before, on, or after January 1, 2000, and if
not addressed, the impact on operations and financial reporting
may range from minor errors to significant system failure which
could affect the Company's ability to conduct normal business
operations. This creates potential risk for all companies, even
if their own computer systems are Year 2000 compliant. It is not
possible to be certain that all aspects of the Year 2000 issue
affecting the Company, including those related to the efforts of
customers, suppliers, or other third parties, will be fully
resolved.
The Company currently believes that its systems are Year 2000
compliant in all material respects. Although management is not
aware of any material operational issues or costs associated with
preparing its internal systems for the Year 2000, the Company may
experience serious unanticipated negative consequences or
material costs caused by undetected errors or defects in the
technology used in its internal systems. The Company's Year 2000
plans are based on management's best estimates.
Forward Looking Statements.
The foregoing Management's Discussion and Analysis contains
"forward looking statements" within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Act of 1934, as amended, and as contemplated under the
Private Securities Litigation Reform Act of 1995, including
statements regarding, among other items, the Company's business
strategies, continued growth in the Company's markets,
projections, and anticipated trends in the Company's business and
the industry in which it operates. The words "believe,"
"expect," "anticipate," "intends," "forecast," "project," and
similar expressions identify forward-looking statements. These
forward-looking statements are based largely on the Company's
expectations and are subject to a number of risks and
uncertainties, certain of which are beyond the Company's control.
The Company cautions that these statements are further qualified
by important factors that could cause actual results to differ
materially from those in the forward looking statements,
including, among others, the following: reduced or lack of
increase in demand for the Company's products, competitive
pricing pressures, changes in the market price of ingredients
used in the Company's products and the level of expenses incurred
in the Company's operations. In light of these risks and
uncertainties, there can be no assurance that the forward-looking
information contained herein will in fact transpire or prove to
be accurate. The Company disclaims any intent or obligation to
update "forward looking statements".
PART II.
ITEM 1. LEGAL PROCEEDINGS.
The Company is not a party to any material pending legal
proceedings and, to the best of its knowledge, no such action by
or against the Company has been threatened.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHBITS AND REPORTS ON FORM 8-K.
(a) Reports on Form 8-K. No reports on Form 8-K were filed
during the third quarter of the fiscal year covered by this Form
10-QSB.
(b) Exhibits included or incorporated by reference herein: See
Exhibit Index
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
TheInternetCorp.net, Inc.
Dated: November 30, 1999 By: /s/ Vincent van den Brink
Vincent van den Brink, President
EXHIBIT INDEX
Exhibit Description
No.
2 Agreement and Plan of Reorganization (incorporated by
reference to Exhibit 2 to the Form S-4/A filed on
October 27, 1999)
3.1 Articles of Incorporation (incorporated by reference to
Exhibit 3.1 to the Registration Statement on Form 10-SB/A
filed on May 28, 1999)
3.2 Bylaws (incorporated by reference to Exhibit 3.2 to the
Registration Statement on Form 10-SB/A filed on May 28, 1999)
27 Financial Data Schedule (see below).
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<S> <C>
<PAGE>
<ARTICLE>5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE COMPANY'S INTERIM UNAUDITED FINANCIAL STATEMENTS AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER>1
<S> <C>
<PERIOD-TYPE> 5-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> APR-29-1999
<PERIOD-END> SEP-30-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 219
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 1,000
<OTHER-SE> 219
<TOTAL-LIABILITY-AND-EQUITY> 219
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 16
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (16)
<INCOME-TAX> 0
<INCOME-CONTINUING> (16)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-BASIC> (.00)
<EPS-DILUTED> (.00)
[TEXT]
Brian F. Faulkner
Attorney at Law
3900 Birch Street, Suite 113
Newport Beach, California 92660
October 25, 1999
U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: TheInternetCorp.net, Inc. - Form S-4
Dear Sir/Madame:
I have acted as counsel to TheInternetCorp.net, Inc., a Nevada
corporation ("TheInternetCorp.net, Inc."), in connection with its
Registration Statement on Form S-4 relating to the acquisition of
Cycle-Parts.com, Inc. by TheInternetCorp.net, Inc. and in
connection therewith the registration of 12,660,000 shares of its
common stock ("Shares"), $0.001 par value per Share, to be issued
in exchange for the issued and outstanding shares of common stock
of Cycle-Parts.com, Inc., and the registration of 2,000,000
shares to be issued upon the exercise of outstanding warrants for
such shares (at an exercise price of $1.00 per share). I hereby
consent to all references to my firm included in this
Registration Statement, including the opinion of legality.
Sincerely,
/s/ Brian F. Faulkner
Brian F. Faulkner, Esq.
Kurt D. Saliger
Certified Public Accountant
5000 West Oakey Boulevard, Suite A-4
Las Vegas, Nevada 89146
October 25, 1999
U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: TheInternetCorp.net, Inc. - Form S-4
Dear Sir/Madame:
The firm of Kurt D. Saliger, Certified Public Accountant,
consents to the inclusion of my report of October 6, 1999 on the
financial statements of TheInternetCorp.net, Inc. for the period
ended August 31, 1999, and the inclusion of my report dated
October 22, 1999 on the financial statements of Cycle-Parts.com,
Inc. for the period ended August 31, 1999, and to all references
to my firm, in the S-4 Registration Statement of
TheInternetCorp.net, Inc.
Sincerely,
/s/ Kurt D. Saliger
Kurt D. Saliger, C.P.A.
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<S> <C>
<PAGE>
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE REGISTRANT'S AUDITED FINANCIAL STATEMENTS AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 4-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> APR-29-1999
<PERIOD-END> AUG-31-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 219
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 1,000
<OTHER-SE> 219
<TOTAL-LIABILITY-AND-EQUITY> 219
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 16
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (16)
<INCOME-TAX> 0
<INCOME-CONTINUING> (16)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-BASIC> (.00)
<EPS-DILUTED> (.00)
</TABLE>
<TABLE> <S> <C>
<S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM CYCLE-PARTS.COM, INC.'S AUDITED FINANCIAL STATEMENTS AND
INTERIM UNAUDITED FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 4-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> MAR-16-1999
<PERIOD-END> AUG-31-1999
<CASH> 52,081
<SECURITIES> 0
<RECEIVABLES> 50,667
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 102,748
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 102,748
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 126,600
<OTHER-SE> 102,748
<TOTAL-LIABILITY-AND-EQUITY> 102,748
<SALES> 61,219
<TOTAL-REVENUES> 62,938
<CGS> 52,696
<TOTAL-COSTS> 52,696
<OTHER-EXPENSES> 207,494
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (197,252)
<INCOME-TAX> 0
<INCOME-CONTINUING> (197,252)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (197,252)
<EPS-BASIC> (.00)
<EPS-DILUTED> (.00)
</TABLE>
CONSENT OF PERSONS NAMED
AS NEW DIRECTORS
We, the undersigned, hereby consent to be named as new Directors
of Cycle-Parts.com, Inc. and TheInternetCorp.net, Inc. Dated
this 23rd day of November, 1999.
/s/ Terry Cuthberston
Terry Cuthberston
/s/ Gerald I. Quinn
Gerald I. Quinn
/s/ Karen Bohringer
Karen Bohringer.
