UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS
Pursuant to Section 12(b) or (g) of the Securities and Exchange
Act of 1934
Noble Onie, inc.
(Exact name of registrant as specified in its charter)
Nevada 88-0350154
(State of organization) (I.R.S. Employer Identification No.)
5333 S. Arville Street, Las Vegas, NV 89118
(Address of principal executive offices)
Registrant's telephone number, including area code (702) 966-0600
Registrant's Attorney: Shawn F. Hackman, Esq., 3360 W. Sahara
Ave., Suite 200, Las Vegas, NV 89102, (702) 732-2253
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
Common
ITEM 1. DESCRIPTION OF BUSINESS
Background
The Noble Onie, Inc. (the "Company") was incorporated on December
12, 1995 under the laws of the State of Nevada to engage in the
land acquisition business and any lawful corporate activity,
including, but not limited to, selected mergers and acquisitions.
Its principal place of business is located at 5333 S. Arville
Street, Las Vegas, NV 89118. The Company has been in the
developmental stage since inception, has acquired no land, and
has no operations to date. Other than issuing shares to its
original shareholders, the Company never commenced any
operational activities. As such, the Company can be defined as a
"shell" company, whose sole purpose at this time is to locate and
consummate a merger or acquisition with a private entity. The
Board of Directors of the Company has elected to commence
implementation of the Company's principal business purpose
described below under "Item 2 - Plan of Operation." The proposed
business activities described herein may classify the Company as
a "blank check" company.
The company has no operations and in accordance with SFAS #7, is
considered a development stage company.
The Company was incorporated by Spencer Bradley and Roger
Coleman. They no longer hold any position with the Company and
hold any of the Company's stock.
The Company is filing this registration statement on a voluntary
basis because the primary attraction of the Company as a merger
partner or acquisition vehicle will be its status as a public
company. Any business combination or transaction will likely
result in a significant issuance of shares and substantial
dilution to present stockholders of the Company.
In addition, the Company is filing this registration statement to
enhance investor protection and to provide information if a
trading market commences. On December 11, 1997, the National
Association of Securities Dealers, Inc. (NASD) announced that its
Board of Governors had approved a series of proposed changes for
the Over The Counter ("OTC") Bulletin Board and the OTC market.
The principal changes, which was approved by the Securities and
Exchange Commission on January 5, 1999 allows only those
companies that report their current financial information to the
Securities and Exchange Commission, banking, or insurance
regulators to be quoted on the OTC Bulletin Board. The rule
provides for a phase-in period for those securities already
quoted on the OTC Bulletin Board.
Risk Factors
The Company's business is subject to numerous risk factors,
including the following:
NO OPERATING HISTORY OR REVENUE AND MINIMAL ASSETS. The Company
has had no operating history and has received no revenues or
earnings from operations. The Company has no significant assets
or financial resources. The Company will, in all likelihood,
sustain operating expenses without corresponding revenues, at
least until it completes a business combination. This may result
in the Company incurring a net operating loss which will increase
continuously until the Company completes a business combination
with a profitable business opportunity. There is no assurance
that the Company will identify a business opportunity or complete
a business combination.
SPECULATIVE NATURE OF COMPANY'S PROPOSED OPERATIONS. The success
of the Company's proposed plan of operation will depend to a
great extent on the operations, financial condition, and
management of the identified business opportunity. While
management intends to seek business combinations with entities
having established operating histories, it cannot assure that the
Company will successfully locate candidates meeting such
criteria. In the event the Company completes a business
combination, the success of the Company's operations may be
dependent upon management of the successor firm or venture
partner firm together with numerous other factors beyond the
Company's control.
SCARCITY OF AND COMPETITION FOR BUSINESS OPPORTUNITIES AND
COMBINATIONS. The Company is, and will continue to be, an
insignificant participant in the business of seeking mergers and
joint ventures with, and acquisitions of small private entities.
A large number of established and well-financed entities,
including venture capital firms, are active in mergers and
acquisitions of companies which may also be desirable target
candidates for the Company. Nearly all such entities have
significantly greater financial resources, technical expertise,
and managerial capabilities than the Company. The Company is,
consequently, at a competitive disadvantage in identifying
possible business opportunities and successfully completing a
business combination. Moreover, the Company will also compete
with numerous other small public companies in seeking merger or
acquisition candidates.
NO AGREEMENT FOR BUSINESS COMBINATION OR OTHER TRANSACTION - NO
STANDARDS FOR BUSINESS COMBINATION. The Company has no
arrangement, agreement, or understanding with respect to engaging
in a business combination with any private entity. There can be
no assurance the Company will successfully identify and evaluate
suitable business opportunities or conclude a business
combination. Management has not identified any particular
industry or specific business within an industry for evaluations.
The Company has been in the developmental stage since inception
and has no operations to date. Other than issuing shares to its
original shareholders, the Company never commenced any
operational activities. There is no assurance the Company will be
able to negotiate a business combination on terms favorable to
the Company. The Company has not established a specific length of
operating history or a specified level of earnings, assets, net
worth or other criteria which it will require a target business
opportunity to have achieved, and without which the Company would
not consider a business combination in any form with such
business opportunity. Accordingly, the Company may enter into a
business combination with a business opportunity having no
significant operating history, losses, limited or no potential
for earnings, limited assets, negative net worth, or other
negative characteristics.
CONTINUED MANAGEMENT CONTROL, LIMITED TIME AVAILABILITY. While
seeking a business combination, management anticipates devoting
up to twenty hours per month to the business of the Company. The
Company's officers have not entered into written employment
agreements with the Company and are not expected to do so in the
foreseeable future. The Company has not obtained key man life
insurance on its officers or directors. Notwithstanding the
combined limited experience and time commitment of management,
loss of the services of any of these individuals would adversely
affect development of the Company's business and its likelihood
of continuing operations. See "MANAGEMENT."
CONFLICTS OF INTEREST - GENERAL. The Company's officers and
directors participate in other business ventures which compete
directly with the Company. Additional conflicts of interest and
non "arms-length" transactions may also arise in the event the
Company's officers or directors are involved in the management of
any firm with which the Company transacts business. The Company's
Board of Directors has adopted a resolution which prohibits the
Company from completing a combination with any entity in which
management serve as officers, directors or partners, or in which
they or their family members own or hold any ownership interest.
Management is not aware of any circumstances under which this
policy could be changed while current management is in control of
the Company. See "ITEM 5. DIRECTORS, EXECUTIVE OFFICERS,
PROMOTERS AND CONTROL PERSONS - CONFLICTS OF INTEREST."
REPORTING REQUIREMENTS MAY DELAY OR PRECLUDE ACQUISITION.
Companies subject to Section 13 of the Securities Exchange Act of
1934 (the "Exchange Act") must provide certain information about
significant acquisitions, including certified financial
statements for the company acquired, covering one or two years,
depending on the relative size of the acquisition. The time and
additional costs that may be incurred by some target entities to
prepare such statements may significantly delay or even preclude
the Company from completing an otherwise desirable acquisition.
Acquisition prospects that do not have or are unable to obtain
the required audited statements may not be appropriate for
acquisition so long as the reporting requirements of the 1934 Act
are applicable.
LACK OF MARKET RESEARCH OR MARKETING ORGANIZATION. The Company
has not conducted or received results of market research
indicating that market demand exists for the transactions
contemplated by the Company. Moreover, the Company does not have,
and does not plan to establish, a marketing organization. If
there is demand for a business combination as contemplated by the
Company, there is no assurance the Company will successfully
complete such transaction.
LACK OF DIVERSIFICATION. In all likelihood, the Company's
proposed operations, even if successful, will result in a
business combination with only one entity. Consequently, the
resulting activities will be limited to that entity's business.
The Company's inability to diversify its activities into a number
of areas may subject the Company to economic fluctuations within
a particular business or industry, thereby increasing the risks
associated with the Company's operations.
REGULATION. Although the Company will be subject to regulation
under the Securities Exchange Act of 1934, management believes
the Company will not be subject to regulation under the
Investment Company Act of 1940, insofar as the Company will not
be engaged in the business of investing or trading in securities.
In the event the Company engages in business combinations which
result in the Company holding passive investment interests in a
number of entities, the Company could be subject to regulation
under the Investment Company Act of 1940. In such event, the
Company would be required to register as an investment company
and could be expected to incur significant registration and
compliance costs. The Company has obtained no formal
determination from the Securities and Exchange Commission as to
the status of the Company under the Investment Company Act of
1940 and, consequently, any violation of such Act would subject
the Company to material adverse consequences.
PROBABLE CHANGE IN CONTROL AND MANAGEMENT. A business combination
involving the issuance of the Company's common stock will, in all
likelihood, result in shareholders of a private company obtaining
a controlling interest in the Company. Any such business
combination may require management of the Company to sell or
transfer all or a portion of the Company's common stock held by
them, or resign as members of the Board of Directors of the
Company. The resulting change in control of the Company could
result in removal of one or more present officers and directors
of the Company and a corresponding reduction in or elimination of
their participation in the future affairs of the Company.
REDUCTION OF PERCENTAGE SHARE OWNERSHIP FOLLOWING BUSINESS
COMBINATION. The Company's primary plan of operation is based
upon a business combination with a private concern which, in all
likelihood, would result in the Company issuing securities to
shareholders of such private company. Issuing previously
authorized and unissued common stock of the Company will reduce
the percentage of shares owned by present and prospective
shareholders, and a change in the Company's control and/or
management.
DISADVANTAGES OF BLANK CHECK OFFERING. The Company may enter into
a business combination with an entity that desires to establish a
public trading market for its shares. A target company may
attempt to avoid what it deems to be adverse consequences of
undertaking its own public offering by seeking a business
combination with the Company. The perceived adverse consequences
may include, but are not limited to, time delays of the
registration process, significant expenses to be incurred in such
an offering, loss of voting control to public shareholders, and
the inability or unwillingness to comply with various federal and
state securities laws enacted for the protection of investors.
These securities laws primarily relate to registering securities
and full disclosure of the Company's business, management, and
financial statements.
TAXATION. Federal and state tax consequences will, in all
likelihood, be major considerations in any business combination
the Company may undertake. Typically, these transactions may be
structured to result in tax-free treatment to both companies,
pursuant to various federal and state tax provisions. The Company
intends to structure any business combination so as to minimize
the federal and state tax consequences to both the Company and
the target entity. Management cannot assure that a business
combination will meet the statutory requirements for a tax-free
reorganization, or that the parties will obtain the intended tax-
free treatment upon a transfer of stock or assets. A non-
qualifying reorganization could result in the imposition of both
federal and state taxes, which may have an adverse effect on both
parties to the transaction.
REQUIREMENT OF AUDITED FINANCIAL STATEMENTS MAY DISQUALIFY
BUSINESS OPPORTUNITIES. Management believes that any potential
target company must provide audited financial statements for
review, and for the protection of all parties to the business
combination. One or more attractive business opportunities may
forego a business combination with the Company, rather than incur
the expenses associated with preparing audited financial
statements.
BLUE SKY CONSIDERATIONS. Because the securities registered
hereunder have not been registered for resale under the blue sky
laws of any state, and the Company has no current plans to
register or qualify its shares in any state, holders of these
shares and persons who desire to purchase them in any trading
market that might develop in the future, should be aware that
there may be significant state blue sky restrictions upon the
ability of new investors to purchase the securities. These
restrictions could reduce the size of any potential market. As a
result of recent changes in federal law, non-issuer trading or
resale of the Company's securities is exempt from state
registration or qualification requirements in most states.
However, some states may continue to restrict the trading or
resale of blind-pool or "blank-check" securities. Accordingly,
investors should consider any potential secondary market for the
Company's securities to be a limited one.
MERGERS. Any merger or acquisition effected by the Company can
be expected to have a significant dilutive effect on the
percentage of shares held by the Company's then shareholders.
TRADING MARKET. There is no trading market for the Company's
common stock at present, and there has been no trading to date.
There is no assurance that a trading market will ever develop or,
if such market does develop, that it will continue. The company
intends to request a broker-dealer to make application to the
NASD Regulation, Inc. to have the Company's securities traded on
the OTC Bulletin Board or published in print and electronic
media, or either, in the National Quotation Bureau LLC "Pink
Sheet."
YEAR 2000 COMPLIANCE. A business combination will, in all
likelihood, result in the Company disclosing additional Year 2000
matters. Many existing computer programs use only two digits to
identify a year in the date field. These programs were designed
and developed without considering the impact of the upcoming
change in the century. If not corrected, many computer
applications could fail or create erroneous results by or at the
Year 2000. The Year 2000 issue affects virtually all companies
and organizations.
DISCLOSURES BY PUBLIC COMPANIES REGARDING THE YEAR 2000 ISSUE.
The business combination will require specific Year 2000
disclosures. Management of the Company believes that any
potential business opportunity may require a disclosure that many
companies must undertake major project to address the Year 2000
issue. The disclosure of the potential costs and uncertainties
will depend on a number of factors, including its software and
hardware and the nature of its industry. Companies also must
coordinate with other entities with which they electronically
interact, both domestically and globally, including suppliers,
customers, creditors, borrowers, and financial service
organizations. If the Company does not successfully address its
Year 2000 issues, the Company may face material adverse
consequences. The Company will be required to review, on an
ongoing basis, whether it needs to disclose anticipated costs,
problems and uncertainties associated with the Year 2000
consequences, particularly in their filings with the Securities
and Exchange Commission. The Company may have to disclose this
information in the Securities and Exchange Commissions filings
because (i) the form or report may require the disclosure, or
(ii) in addition to the information that the Company is
specifically required to disclose, the disclosure rules require
disclosure of any additional material information necessary to
make the required disclosure not misleading.
If the Company determines that is should make a Year 2000
disclosure, applicable rules or regulations must be followed. If
the Company has not made an assessment of its Year 2000 issues or
has not determined whether it has material Year 2000 issues, a
disclosure of this known uncertainty is required. In addition,
the Securities and Exchange Commission staff believes that the
determination as to whether the Company's Year 2000 issues should
be disclosed should be based on whether the Year 2000 issues are
material to the Company's business, operations, or financial
condition, without regard to related countervailing circumstances
(such as Year 2000 remediation programs or contingency plans).
If the Year 2000 issues are determined to be material, without
regard to countervailing circumstances, the nature and potential
impact of the Year 2000 issues as well as the countervailing
circumstances will be required. As part of this disclosure, the
following will be addressed:
The Company's general plans to address the Year 2000 issues
relating to its business, it operations (including operating
systems) and, if material, its relationships with customers,
suppliers, and other constituents; and its timetable for carrying
out those plans; and
The total dollar amount that the Company estimates will be spent
to remediate its year 2000 issues, if such amount is expected to
be material to the Company's business, operations or financial
condition, and any material impact these expenditures are
expected to have on the Company's results of operations,
liquidity and capital resources.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS
This statement includes projections of future results and
"forward-looking statements" as that term is defined in Section
27A of the Securities Act of 1933 as amended (the "Securities
Act"), and Section 21E of the Securities Exchange Act of 1934 as
amended (the "Exchange Act"). All statements that are included in
this Registration Statement, other than statements of historical
fact, are forward-looking statements. Although Management
believes that the expectations reflected in these forward-looking
statements are reasonable, it can give no assurance that such
expectations will prove to have been correct. Important factors
that could cause actual results to differ materially from the
expectations are disclosed in this Statement, including, without
limitation, in conjunction with those forward-looking statements
contained in this Statement.
Plan of Operation - General
The Company's plan is to seek, investigate, and if such
investigation warrants, acquire an interest in one or more
business opportunities presented to it by persons or firms
desiring the perceived advantages of a publicly held corporation.
At this time, the Company has no plan, proposal, agreement,
understanding, or arrangement to acquire or merge with any
specific business or company, and the Company has not identified
any specific business or company for investigation and
evaluation. No member of Management or any promoter of the
Company, or an affiliate of either, has had any material
discussions with any other company with respect to any
acquisition of that company. The Company will not restrict its
search to any specific business, industry, or geographical
location, and may participate in business ventures of virtually
any kind or nature. Discussion of the proposed business under
this caption and throughout this Registration Statement is
purposefully general and is not meant to restrict the Company's
virtually unlimited discretion to search for and enter into a
business combination.
The Company may seek a combination with a firm which only
recently commenced operations, or a developing company in need of
additional funds to expand into new products or markets or
seeking to develop a new product or service, or an established
business which may be experiencing financial or operating
difficulties and needs additional capital which is perceived to
be easier to raise by a public company. In some instances, a
business opportunity may involve acquiring or merging with a
corporation which does not need substantial additional cash but
which desires to establish a public trading market for its common
stock. The Company may purchase assets and establish wholly-owned
subsidiaries in various businesses or purchase existing
businesses as subsidiaries.
Selecting a business opportunity will be complex and extremely
risky. Because of general economic conditions, rapid
technological advances being made in some industries, and
shortages of available capital, management believes that there
are numerous firms seeking the benefits of a publicly-traded
corporation. Such perceived benefits of a publicly traded
corporation may include facilitating or improving the terms on
which additional equity financing may be sought, providing
liquidity for the principals of a business, creating a means for
providing incentive stock options or similar benefits to key
employees, providing liquidity (subject to restrictions of
applicable statues) for all shareholders, and other items.
Potentially available business opportunities may occur in many
different industries and at various stages of development, all of
which will make the task of comparative investigation and
analysis of such business opportunities extremely difficult and
complex.
Management believes that the Company may be able to benefit from
the use of "leverage" to acquire a target company. Leveraging a
transaction involves acquiring a business while incurring
significant indebtedness for a large percentage of the purchase
price of that business. Through leveraged transactions, the
Company would be required to use less of its available funds to
acquire a target company and, therefore, could commit those funds
to the operations of the business, to combinations with other
target companies, or to other activities. The borrowing involved
in a leveraged transaction will ordinarily be secured by the
assets of the acquired business. If that business is not able to
generate sufficient revenues to make payments on the debt
incurred by the Company to acquire that business, the lender
would be able to exercise the remedies provided by law or by
contract. These leveraging techniques, while reducing the amount
of funds that the Company must commit to acquire a business, may
correspondingly increase the risk of loss to the Company. No
assurance can be given as to the terms or availability of
financing for any acquisition by the Company. During periods when
interest rates are relatively high, the benefits of leveraging
are not as great as during periods of lower interest rates,
because the investment in the business held on a leveraged basis
will only be profitable if it generates sufficient revenues to
cover the related debt and other costs of the financing. Lenders
from which the Company may obtain funds for purposes of a
leveraged buy-out may impose restrictions on the future
borrowing, distribution, and operating policies of the Company.
It is not possible at this time to predict the restrictions, if
any, which lenders may impose, or the impact thereof on the
Company.
The Company has insufficient capital with which to provide the
owners of businesses significant cash or other assets. Management
believes the Company will offer owners of businesses the
opportunity to acquire a controlling ownership interest in a
public company at substantially less cost than is required to
conduct an initial public offering. The owners of the businesses
will, however, incur significant post-merger or acquisition
registration costs in the event they wish to register a portion
of their shares for subsequent sale. The Company will also incur
significant legal and accounting costs in connection with the
acquisition of a business opportunity, including the costs of
preparing post-effective amendments, Forms 8-K, agreements, and
related reports and documents. Nevertheless, the officers and
directors of the Company have not conducted market research and
are not aware of statistical data which would support the
perceived benefits of a merger or acquisition transaction for the
owners of a businesses. The Company does not intend to make any
loans to any prospective merger or acquisition candidates or to
unaffiliated third parties.
The Company will not restrict its search for any specific kind of
firms, but may acquire a venture which is in its preliminary or
development stage, which is already in operation, or in
essentially any stage of its corporate life. It is impossible to
predict at this time the status of any business in which the
Company may become engaged, in that such business may need to
seek additional capital, may desire to have its shares publicly
traded, or may seek other perceived advantages which the Company
may offer. However, the Company does not intend to obtain funds
in one or more private placements to finance the operation of any
acquired business opportunity until such time as the Company has
successfully consummated such a merger or acquisition. The
Company also has no plans to conduct any offerings under
Regulation S.
Sources of Opportunities
The Company will seek a potential business opportunity from all
known sources, but will rely principally on personal contacts of
its officers and directors as well as indirect associations
between them and other business and professional people. It is
not presently anticipated that the Company will engage
professional firms specializing in business acquisitions or
reorganizations.
Management, while not especially experienced in matters relating
to the new business of the Company, will rely upon their own
efforts and, to a much lesser extent, the efforts of the
Company's shareholders, in accomplishing the business purposes of
the Company. It is not anticipated that any outside consultants
or advisors, other than the Company's legal counsel and
accountants, will be utilized by the Company to effectuate its
business purposes described herein. However, if the Company does
retain such an outside consultant or advisor, any cash fee earned
by such party will need to be paid by the prospective
merger/acquisition candidate, as the Company has no cash assets
with which to pay such obligation. There have been no
discussions, understandings, contracts or agreements with any
outside consultants and none are anticipated in the future. In
the past, the Company's management has never used outside
consultants or advisors in connection with a merger or
acquisition.
As is customary in the industry, the Company may pay a finder's
fee for locating an acquisition prospect. If any such fee is
paid, it will be approved by the Company's Board of Directors and
will be in accordance with the industry standards. Such fees are
customarily between 1% and 5% of the size of the transaction,
based upon a sliding scale of the amount involved. Such fees are
typically in the range of 5% on a $1,000,000 transaction ratably
down to 1% in a $4,000,000 transaction. Management has adopted a
policy that such a finder's fee or real estate brokerage fee
could, in certain circumstances, be paid to any employee,
officer, director or 5% shareholder of the Company, if such
person plays a material role in bringing a transaction to the
Company.
The Company will not have sufficient funds to undertake any
significant development, marketing, and manufacturing of any
products which may be acquired. Accordingly, if it acquires the
rights to a product, rather than entering into a merger or
acquisition, it most likely would need to seek debt or equity
financing or obtain funding from third parties, in exchange for
which the Company would probably be required to give up a
substantial portion of its interest in any acquired product.
There is no assurance that the Company will be able either to
obtain additional financing or to interest third parties in
providing funding for the further development, marketing and
manufacturing of any products acquired.
Evaluation of Opportunities
The analysis of new business opportunities will be undertaken by
or under the supervision of the officers and directors of the
Company (see "Management"). Management intends to concentrate on
identifying prospective business opportunities which may be
brought to its attention through present associations with
management. In analyzing prospective business opportunities,
management will consider, among other factors, such matters as;
the available technical, financial and managerial resources
working capital and other financial requirements history of
operation, if any prospects for the future present and expected
competition the quality and experience of management services
which may be available and the depth of that management the
potential for further research, development or exploration
specific risk factors not now foreseeable but which then may be
anticipated to impact the proposed activities of the Company the
potential for growth or expansion the potential for profit the
perceived public recognition or acceptance of products, services
or trades name identification Management will meet personally
with management and key personnel of the firm sponsoring the
business opportunity as part of their investigation. To the
extent possible, the Company intends to utilize written reports
and personal investigation to evaluate the above factors. The
Company will not acquire or merge with any company for which
audited financial statements cannot be obtained.
Opportunities in which the Company participates will present
certain risks, many of which cannot be identified adequately
prior to selecting a specific opportunity. The Company's
shareholders must, therefore, depend on Management to identify
and evaluate such risks. Promoters of some opportunities may have
been unable to develop a going concern or may present a business
in its development stage (in that it has not generated
significant revenues from its principal business activities prior
to the Company's participation.) Even after the Company's
participation, there is a risk that the combined enterprise may
not become a going concern or advance beyond the development
stage. Other opportunities may involve new and untested products,
processes, or market strategies which may not succeed. Such risks
will be assumed by the Company and, therefore, its shareholders.
The investigation of specific business opportunities and the
negotiation, drafting, and execution of relevant agreements,
disclosure documents, and other instruments will require
substantial management time and attention as well as substantial
costs for accountants, attorneys, and others. If a decision is
made not to participate in a specific business opportunity the
costs incurred in the related investigation would not be
recoverable. Furthermore, even if an agreement is reached for the
participation in a specific business opportunity, the failure to
consummate that transaction may result in the loss by the Company
of the related costs incurred.
There is the additional risk that the Company will not find a
suitable target. Management does not believe the Company will
generate revenue without finding and completing a transaction
with a suitable target company. If no such target is found,
therefore, no return on an investment in the Company will be
realized, and there will not, most likely, be a market for the
Company's stock.
Acquisition of Opportunities
In implementing a structure for a particular business
acquisition, the Company may become a party to a merger,
consolidation, reorganization, joint venture, franchise, or
licensing agreement with another corporation or entity. It may
also purchase stock or assets of an existing business. Once a
transaction is complete, it is possible that the present
management and shareholders of the Company will not be in control
of the Company. In addition, a majority or all of the Company's
officers and directors may, as part of the terms of the
transaction, resign and be replaced by new officers and directors
without a vote of the Company's shareholders.
It is anticipated that securities issued in any such
reorganization would be issued in reliance on exemptions from
registration under applicable Federal and state securities laws.
In some circumstances, however, as a negotiated element of this
transaction, the Company may agree to register such securities
either at the time the transaction is consummated, under certain
conditions, or at specified time thereafter. The issuance of
substantial additional securities and their potential sale into
any trading market which may develop in the Company's Common
Stock may have a depressive effect on such market.
While the actual terms of a transaction to which the Company may
be a party cannot be predicted, it may be expected that the
parties to the business transaction will find it desirable to
avoid the creation of a taxable event and thereby structure the
acquisition in a so called "tax free" reorganization under
Sections 368(a)(1) or 351 of the Internal Revenue Code of 1986,
as amended (the "Code"). In order to obtain tax free treatment
under the Code, it may be necessary for the owners of the
acquired business to own 80% or more of the voting stock of the
surviving entity. In such event, the shareholders of the Company,
including investors in this offering, would retain less than 20%
of the issued and outstanding shares of the surviving entity,
which could result in significant dilution in the equity of such
shareholders.
As part of the Company's investigation, officers and directors of
the Company will meet personally with management and key
personnel, may visit and inspect material facilities, obtain
independent analysis or verification of certain information
provided, check references of management and key personnel, and
take other reasonable investigative measures, to the extent of
the Company's limited financial resources and management
expertise.
The manner in which the Company participates in an opportunity
with a target company will depend on the nature of the
opportunity, the respective needs and desires of the Company and
other parties, the management of the opportunity, and the
relative negotiating strength of the Company and such other
management.
With respect to any mergers or acquisitions, negotiations with
target company management will be expected to focus on the
percentage of the Company which the target company's shareholders
would acquire in exchange for their shareholdings in the target
company. Depending upon, among other things, the target company's
assets and liabilities, the Company's shareholders will, in all
likelihood, hold a lesser percentage ownership interest in the
Company following any merger or acquisition. The percentage
ownership may be subject to significant reduction in the event
the Company acquires a target company with substantial assets.
Any merger or acquisition effected by the Company can be expected
to have a significant dilutive effect on the percentage of shares
held by the Company's then shareholders, including purchasers in
this offering.
Management has advanced, and will continue to advance, funds
which shall be used by the Company in identifying and pursuing
agreements with target companies. Management anticipates that
these funds will be repaid from the proceeds of any agreement
with the target company, and that any such agreement may, in
fact, be contingent upon the repayment of those funds.
Competition
The Company is an insignificant participant among firms which
engage in business combinations with, or financing of,
development-stage enterprises. There are many established
management and financial consulting companies and venture capital
firms which have significantly greater financial and personal
resources, technical expertise and experience than the Company.
In view of the Company's limited financial resources and
management availability, the Company will continue to be at
significant competitive disadvantage vis-a-vis the Company's
competitors.
Year 2000 Compliance
The Company is aware of the issues associated with the
programming code in existing computer systems as the year 2000
approaches. The Company has assessed these issues as they relate
to the Company, and since the Company currently has no operating
business and does not use any computers, and since it has no
customers, suppliers or other constituents, it does not believe
that there are any material year 2000 issues to disclose in this
Form 10-SB.
Regulation and Taxation
The Investment Company Act of 1940 defines an "investment
company" as an issuer which is or holds itself out as being
engaged primarily in the business of investing, reinvesting or
trading securities. While the Company does not intend to engage
in such activities, the Company may obtain and hold a minority
interest in a number of development stage enterprises. The
Company could be expected to incur significant registration and
compliance costs if required to register under the Investment
Company Act of 1940. Accordingly, management will continue to
review the Company's activities from time to time with a view
toward reducing the likelihood the Company could be classified as
an "investment company".
The Company intends to structure a merger or acquisition in such
manner as to minimize Federal and state tax consequences to the
Company and to any target company.
Employees
The Company has no full time or part-time employees. Non of the
officers and directors anticipates devoting more than ten (10%)
of his or her time to Company activities. The Company's
President and Secretary have agreed to allocate a portion of said
time to the activities of the Company, without compensation.
These officers anticipate that the business plan of the Company
can be implemented by their devoting minimal time per month to
the business affairs of the company and, consequently, conflicts
of interest may arise with respect to the limited time commitment
by such officers. See "ITEM 5 DIRECTORS, EXECUTIVE OFFICERS,
PROMOTERS, AND CONTROLL PERSONS"
ITEM 3. DESCRIPTION OF PROPERTY.
The Company has no properties and at this time has no agreements
to acquire any properties.
The company presently occupies office space supplied by Jeff
Bradley, 5333 S. Arville Street, Las Vegas, Nevada 89118. This
space is provided to the company on a rent free basis, and it is
anticipated that this agreement will remain until such time as
the Company successfully consummates a merger or acquisition.
Management believes that this arrangement will meet the Company's
needs for the foreseeable future.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
The following table sets forth each person known to the Company
to be a beneficial owner of five percent (5%) or more of the
Company's common stock, by the Company's directors individually,
and by all of the Company's directors and executive officers as a
group. Except as noted, each person has sole voting and
investment power with respect to the shares shown.
Title of
Class
Name/Address
of Owner
Shares
Beneficially
Owned
Percentage
Ownership
Common
John Katter
0%
Common
Steve Stoker
10,000
4%
Common
Jeff Bradley
1522 Marita Dr.
Boulder City, NV 89005
0%
Common
All officers and directors
(3 individuals)
10,000
4%
The total of the Company's outstanding Common Shares are held by
35 persons.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL
PERSONS
The members of the Board of Directors of the Company serve until
the next annual meeting of the stockholders, or until their
successors have been elected. The officers serve at the pleasure
of the Board of Directors.
There are no agreements for any officer or director to resign at
the request of any other person, and none of the officers or
directors named below are acting on behalf of, or at the
direction of, any other person.
The Company's officers and directors will devote their time to
the business on an "as-needed" basis, which is expected to
require 5-10 hours per month.
Information as to the directors and executive officers of the
Company is as follows:
Name
Age
Position
John Katter
72
President/Director
Stephen Stoker
55
Secretary/Director
Jeff Bradley
44
Treasurer/Director
The above listed officers and directors will serve until the next
annual meeting of the shareholders or until their death,
resignation, retirement, removal, or disqualification, or until
their successors have been duly elected and qualified. Vacancies
in the existing Board of Directors are filled by majority vote of
the remaining Directors. Officers of the Company serve at the
will of the Board of Directors. There are no agreements or
understandings for any officers or director to resign at the
request of another person and no officer or director is acting on
behalf of or will act at the direction on any other person.
There is no family relationship between any executive officer and
director of the Company.
John Katter; President
Mr. John Katter is presently the President and Director of Noble
Onie, Inc. The Company was filed in December of 1995. Mr.
Katter offers over forty years of management both in private and
government sectors. He retired with his wife Shirley two years
ago in Sun City, AZ, where he was the manager of a restaurant at
the Bonneville Golf Course. Prior to that, he spent 17 years
with the Salt Lake City Police Force. The last few years of his
service was as manger of the Traffic Division.. One of Mr.
Katter's greatest pleasures presently is to travel with his wife
Shirley adventuring into the almost unknown corners of the globe.
Stephen Stoker; Secretary
Mr. Stephen Stoker is a graduate of Westminister College of Salt
Lake City, UT, where he majored in Geology and has a Minor in
Psychology. He also attended Utah Tech College, majoring in
electronics/Business Management. Later obtaining a certified
degree in computer electronics/programming. He is presently
employed with Showcase Appliance/Automotive Electronics. He is
also committed to working with the company in achieving a good
relationship with a good growth company for a solid company
future. He is President of Pac Am Investment & Land Development
Corp. He also is President of Union Connection, Inc.
Jeff Bradley; Treasurer
Jeff Bradley has extensive experience in the setup and
structuring of new corporations in the state of Nevada. He also
has over fifteen years of experience with shell corporations and
reverse merges, mergers, acquisitions, and tax free stock
exchanges. He has been a consultant with Shogun Investment
Group, Ltd, for the past 10 years. Mr. Bradley is also President
and Director of A Gourmet Tour, Inc. a Nevada corporation since
September 1998. Mr. Bradley is currently seeking licensing that
is required to operate a tour business in Nevada.
The following is a list of companies he has been involved with
the past five years:
January 1993 to March 1994:
Consulting work for Triple "D" Court, Inc. of Wyoming now Video
Stream International OTC BB (VSTM)
February 1995 to June 1996:
Consulting work for Perfect Future, Ltd. Of Nevada now Eduverse
Accelerated Learning Systems, Inc. OTC BB (EDUV).
April 1996 to July 1997:
Consulting work for Rhodes Wolters & Associates, Inc. of Nevada
now The Majestic Companies, Inc. OTC BB (MJXC).
January 1996 to December 1998:
Consulting work for Capital Placement Specialists, Inc. of Utah
now Converge Global, Inc. OTC BB (CVRG).
May 1997 to January 1999:
Consulting work for Metro Match, Inc. of Nevada OTC BB (MTMH).
From 1976 to 1981, he was employed by W.W. Grainger as a
warehouse representative and sales representative. In 1982 he
became the VP Regional Sales Manager for National Energy
Management. Since 1990 he has been a corporate consultant for
Shogun Investment Group.
Blank Check Experience
In addition to the experience described above, Mr. John Katter is
or has been an officer and/or director of a number of blank check
companies.
High Desert Land, Inc. - Officer and Director
Roller Coaster, Inc. - Officer and Director
Union Connection, Inc. - Officer and Director
There is no family relationship between any of the officers and
directors of the Company. The Company's Board of Directors has
not established any committees.
In addition to the experience described above, Mr. Jeff Bradley
is or has been an officer and/or director of a number of blank
check companies.
Accord Commercial Real Estate - Officer and Director since
November 1996.
Accord Financial Group - Officer and Director since May 1996.
A Gourmet Tour, Inc. - Officer and Director since September 1998
Shogun Investment Group, Ltd. - Officer and Director since March
1994.
Mr. Bradley is also an Officer and or Director in the following
inactive corporation, Accord Investment and Development Group a
Nevada corporation, Grand Sports International, Ltd., a Nevada
corporation, High Desert Land Development, Inc., a Nevada
Corporation, Noble Onie, Inc., a Nevada corporation, Roller
Coaster, Inc., a Nevada corporation, and Stealth Holding, Inc. a
Nevada corporation
In addition to the experience described above, Mr. Stephen Stoker
is or has been an officer and/or director a the following blank
check company:
Union Connection, Inc. - Officer and Director
Conflicts of Interest
Insofar as the officers and directors are engaged in other
business activities, management anticipates it will devote only a
minor amount of time to the Company's affairs. The officers and
directors of the Company may in the future become shareholders,
officers or directors of other companies which may be formed for
the purpose of engaging in business activities similar to those
conducted by the Company. The Company does not currently have a
right of first refusal pertaining to opportunities that come to
management's attention insofar as such opportunities may relate
to the Company's proposed business operations.
The officers and directors are, so long as they are officers or
directors of the Company, subject to the restriction that all
opportunities contemplated by the Company's plan of operation
which come to their attention, either in the performance of their
duties or in any other manner, will be considered opportunities
of, and be made available to the Company and the companies that
they are affiliated with on an equal basis. A breach of this
requirement will be a breach of the fiduciary duties of the
officer or director. Subject to the next paragraph, if a
situation arises in which more than one company desires to merge
with or acquire that target company and the principals of the
proposed target company have no preference as to which company
will merge or acquire such target company, the company of which
the President first became an officer and director will be
entitled to proceed with the transaction. Except as set forth
above, the Company has not adopted any other conflict of interest
policy with respect to such transactions.
Investment Company Act of 1940
Although the Company will be subject to regulation under the
Securities Act of 1933 and the Securities Exchange Act of 1934,
management believes the Company will not be subject to regulation
under the Investment Company Act of 1940 insofar as the Company
will not be engaged in the business of investing or trading in
securities. In the event the Company engages in business
combinations which result in the Company holding passive
investment interests in a number of entities, the Company could
be subject to regulation under the Investment Company Act of
1940. In such event, the Company would be required to register as
an investment company and could be expected to incur significant
registration and compliance costs. The Company has obtained no
formal determination from the Securities and Exchange Commission
as to the status of the Company under the Investment Company Act
of 1940 and, consequently, any violation of such Act would
subject the Company to material adverse consequences.
ITEM 6. EXECUTIVE COMPENSATION
None of the Company's officers and/or directors receive any
compensation for their respective services rendered to the
Company, nor have they received such compensation in the past.
They both have agreed to act without compensation until
authorized by the Board of Directors, which is not expected to
occur until the Registrant has generated revenues from operations
after consummation of a merger or acquisition. As of the date of
this registration statement, the Company has no funds available
to pay directors. Further, none of the directors are accruing any
compensation pursuant to any agreement with the Company.
It is possible that, after the Company successfully consummates a
merger or acquisition with an unaffiliated entity, that entity
may desire to employ or retain one or more members of the
Company's management for the purposes of providing services to
the surviving entity, or otherwise provide other compensation to
such persons. However, the Company has adopted a policy whereby
the offer of any post-transaction remuneration to members of
management will not be a consideration in the Company's decision
to undertake any proposed transaction. Each member of management
has agreed to disclose to the Company's Board of Directors any
discussions concerning possible compensation to be paid to them
by any entity which proposes to undertake a transaction with the
Company and further, to abstain from voting on such transaction.
Therefore, as a practical matter, if each member of the Company's
Board of Directors is offered compensation in any form from any
prospective merger or acquisition candidate, the proposed
transaction will not be approved by the Company's Board of
Directors as a result of the inability of the Board to
affirmatively approve such a transaction.
It is possible that persons associated with management may refer
a prospective merger or acquisition candidate to the Company. In
the event the Company consummates a transaction with any entity
referred by associates of management, it is possible that such an
associate will be compensated for their referral in the form of a
finder's fee. It is anticipated that this fee will be either in
the form of restricted common stock issued by the Company as part
of the terms of the proposed transaction, or will be in the form
of cash consideration. However, if such compensation is in the
form of cash, such payment will be tendered by the acquisition or
merger candidate, because the Company has insufficient cash
available. The amount of such finder's fee cannot be determined
as of the date of this registration statement, but is expected to
be comparable to consideration normally paid in like
transactions. No member of management of the Company will receive
any finders fee, either directly or indirectly, as a result of
their respective efforts to implement the Company's business plan
outlined herein. Persons "associated" with management is meant to
refer to persons with whom management may have had other business
dealings, but who are not affiliated with or relatives of
management.
No retirement, pension, profit sharing, stock option or insurance
programs or other similar programs have been adopted by the
Registrant for the benefit of its employees.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There have been no related party transactions, or any other
transactions or relationships required to be disclosed pursuant
to Item 404 of Regulation S-B
The Board of Directors has passed a resolution which contains a
policy that the Company will not seek an acquisition or merger
with any entity in which any of the Company's Officers,
Directors, principal shareholders or their affiliates or
associates serve as officer or director or hold any ownership
interest. Management is not aware of any circumstances under
which this policy may be changed through their own initiative.
The proposed business activities described herein classify the
Company as a "blank check" company. Many states have enacted
statutes, rules and regulations limiting the sale of securities
of "blank check" companies in their respective jurisdictions.
Management does not intend to undertake any efforts to cause a
market to develop in the Company's securities until such time as
the Company has successfully implemented its business plan
described herein. Accordingly, each shareholder of the Company
has executed and delivered a "lock-up" letter agreement,
affirming that he/she shall not sell his/her respective shares of
the Company's common stock until such time as the Company has
successfully consummated a merger or acquisition and the Company
is no longer classified as a "blank check" company. In order to
provide further assurances that no trading will occur in the
Company's securities until a merger or acquisition has been
consummated, each shareholder has agreed to place his/her
respective stock certificate with the Company's legal counsel,
who will not release these respective certificates until such
time as legal counsel has confirmed that a merger or acquisition
has been successfully consummated. The Company's legal counsel is
Shawn F. Hackman, PC, 3360 W. Sahara Ave., Suite 200, Las Vegas,
NV 89102. However, while management believes that the procedures
established to preclude any sale of the Company's securities
prior to closing of a merger or acquisition will be sufficient,
there can be no assurances that the procedures established herein
will unequivocally limit any shareholder's ability to sell their
respective securities before such closing.
ITEM 8. 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 9. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
There is no trading market for the Company's Common Stock at
present and there has been no trading market to date. Management
has not undertaken any discussions, preliminary or otherwise,
with any prospective market maker concerning the participation of
such market maker in the after-market for the Company's
securities and management does not intend to initiate any such
discussions until such time as the Company has consummated a
merger or acquisition. There is no assurance that a trading
market will ever develop or, if such a market does develop, that
it will continue.
After a merger or acquisition has been completed, one or both of
the Company's officers and directors will most likely be the
persons to contact prospective market makers. It is also possible
that persons associated with the entity that merges with or is
acquired by the Company will contact prospective market makers.
The Company does not intend to use consultants to contact market
makers.
Market Price
Effective August 11, 1993, the Securities and Exchange Commission
adopted Rule 15g-9, which established the definition of a "penny
stock," for purposes relevant to the Company, as any equity
security that has a market price of less than $5.00 per share or
with an exercise price of less than $5.00 per share, subject to
certain exceptions. For any transaction involving a penny stock,
unless exempt, the rules require: (i) that a broker or dealer
approve a person's account for transactions in penny stocks; and
(ii) the broker or dealer receive from the investor a written
agreement to the transaction, setting forth the identity and
quantity of the penny stock to be purchased. In order to approve
a person's account for transactions in penny stocks, the broker
or dealer must (i) obtain financial information and investment
experience and objectives of the person; and (ii) make a
reasonable determination that the transactions in penny stocks
are suitable for that person and that person has sufficient
knowledge and experience in financial matters to be capable of
evaluating the risks of transactions in penny stocks. The broker
or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure schedule prepared by the Commission relating
to the penny stock market, which, in highlight form, (i) sets
forth the basis on which the broker or dealer made the
suitability determination; and (ii) that the broker or dealer
received a signed, written agreement from the investor prior to
the transaction. Disclosure also has to be made about the risks
of investing in penny stocks in both public offerings and in
secondary trading, and about commissions payable to both the
broker-dealer and the registered representative, current
quotations for the securities and the rights and remedies
available to an investor in cases of fraud in penny stock
transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in
the account and information on the limited market in penny
stocks.
The National Association of Securities Dealers, Inc. (the
"NASD"), which administers NASDAQ, has recently made changes in
the criteria for initial listing on the NASDAQ Small Cap market
and for continued listing. For initial listing, a company must
have net tangible assets of $4 million, market capitalization of
$50 million or net income of $750,000 in the most recently
completed fiscal year or in two of the last three fiscal years.
For initial listing, the common stock must also have a minimum
bid price of $4 per share. In order to continue to be included on
NASDAQ, a company must maintain $2,000,000 in net tangible assets
and a $1,000,000 market value of its publicly-traded securities.
In addition, continued inclusion requires two market-makers and a
minimum bid price of $1.00 per share.
Management intends to strongly consider undertaking a transaction
with any merger or acquisition candidate which will allow the
Company's securities to be traded without the aforesaid
limitations. However, there can be no assurances that, upon a
successful merger or acquisition, the Company will qualify its
securities for listing on NASDAQ or some other national exchange,
or be able to maintain the maintenance criteria necessary to
insure continued listing. The failure of the Company to qualify
its securities or to meet the relevant maintenance criteria after
such qualification in the future may result in the discontinuance
of the inclusion of the Company's securities on a national
exchange. In such events, trading, if any, in the Company's
securities may then continue in the non-NASDAQ over-the-counter
market. As a result, a shareholder may find it more difficult to
dispose of, or to obtain accurate quotations as to the market
value of, the Company's securities.
Holders
There are thirty-five (35) holders of the Company's Common
Stock.. In 1996, the Company issued 250,000 of its Common Shares
for cash. All of the issued and outstanding shares of the
Company's Common Stock were issued in accordance with the
exemption from registration afforded by Section 4(2) of the
Securities Act of 1933, as amended.
As of the date of this registration statement, 555,000 shares of
the Company's Common Stock are eligible for sale under Rule 144
promulgated under the Securities Act of 1933, as amended, subject
to certain limitations included in said Rule. In general, under
Rul3 144, a person (or persons whose shares are aggregated), who
has satisfied a one year holding period, under certain
circumstances, may sell within any three-month period a number of
shares which does not exceed the greater of one percent of the
then outstanding Common Stock or the average weekly trading
volume during the four calendar weeks prior to such sale. Rule
144 also permits, under certain circumstances, the sale of shares
without any quantity limitation by a person who has satisfied a
two-year holding period and who is not, and has not been for the
preceding three months, an affiliate of the Company.
Dividends
The Registrant has not paid any dividends to date, and has no
plans to do so in the immediate future.
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES.
The Company has not issued any of its securities during the three
year period preceding the date of this registration statement.
All of the shares of Common Stock of the Company previously
issued have been issued for investment purposes in a "private
transaction" and are "restricted" shares as defined in Rule 144
under the Securities Act of 1933, as amended. These shares may
not be offered for public sales except under Rule 144, or
otherwise, pursuant to said Act.
As of the date of this report, all of the issued and outstanding
shares of the Company's common stock are eligible for sale under
Rule 144 promulgated under the Securities Act of 1933, as
amended, subject to certain limitations included in said Rule.
No shareholder has executed and delivered to the Company a "lock-
up" letter affirming that he or she shall not sell their
respective shares of the Company's Common Stock until such time
as the Company has successfully consummated a merger or
acquisition and the Company is no longer classified as a "blank
check" company.
In summary, Rule 144 applies to affiliates (that is, control
persons) and non-affiliates when they resell restricted
securities (those purchased from the issuer or an affiliate of
the issuer in nonpublic transaction). Non-affiliates reselling
restricted securities, as well as affiliates selling restricted
or non-restricted securities, are not considered to be engaged in
a distribution and, therefore, are not deemed to be underwriters
as defined in Section 2 (11), if six conditions are met:
Current public information must be available about the issuer
unless sales are limited to those made by non-affiliates after
two years.
When restricted securities are sold, generally there must be a
one year-holding period.
When either restricted or non-restricted securities are sold by an
affiliate after one year, there are limitations on the amount of
securities that may be sold; when restricted securities are sold
by non-affiliates between the first and second years, there are
identical limitations; after two years, there are no volume
limitations for resales by non-affiliates.
Except for sales of restricted securities made by non-affiliates
after two years, all sales must be made in brokers' transactions
as defined in Section 4 (4) of the Securities Act of 1933, as
amended, or a transaction directly with a "market maker" as that
term is defined in Section 3(a) (38) of the 1934 Act.
Except for sales of restricted securities made by non affiliates
after two years, a notice of proposed sale must be filed for all
sales in excess of 500 shares or with aggregate sales price in
excess of $10,000.
There must be a bona fide intention to sell within a reasonable
time after the filing of the notice referred to in (5) above.
ITEM 11. DESCRIPTION OF SECURITIES.
Common Stock
The Company's Articles of Incorporation authorizes the issuance
of 25,000,000 shares, par value $0.001. There are 250,000 Common
Shares issued and outstanding as of the date of this filing.
All shares of Common Stock have equal voting rights and, when
validly issued and outstanding, are entitled to one voter per
share in all matters to be voted upon by shareholders. The
shares of Common Stock have no preemptive, subscription,
conversion or redemption rights and may be issued only as fully-
paid and nonassessable shares. Cumulative voting in the election
of directors is not permitted, which means that the holders of a
majority of the issued and outstanding shares of Common Stock
represented at any meeting at which a quorum is present will be
able to elect the entire Board of Directors if they so choose
and, in such event, the holders of the remaining shares of Common
Stock will not be able to elect any directors. In the event of
liquidation of the Company, each shareholder is entitled to
receive a proportionate share of the Company's assets available
for distribution to shareholders after the payment of liabilities
and after distribution in full of preferential amounts, if any.
All shares of the Company's Common Stock issued and outstanding
are fully-paid and nonassessable. Holders of the Common Stock
are entitled to share pro rata in dividends and distributions
with respect to the Common Stock, as may be declared by the Board
of Directors out of funds legally available therefor.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Except for acts or omissions which involve intentional
misconduct, fraud or known violation of law or for the payment of
dividends in violation of Nevada Revised Statutes, there shall be
no personal liability of a director or officer to the Company or
its stockholders for damages for breach of fiduciary duty as a
director or officer. The Company may indemnify any person for
expenses incurred, including attorneys fees, in connection with
their good faith acts if they reasonably believe such acts are in
and not opposed to the best interests of the Company and for acts
for which the person had no reason to believe his or her conduct
was unlawful. The Company may indemnify the officers and
directors for expenses incurred in defending a civil or criminal
action, suit or proceeding as they are incurred in advance of the
final disposition of the action, suit or proceeding, upon receipt
of an undertaking by or on behalf of the director or officer to
repay the amount of such expenses if it is ultimately determined
by a court of competent jurisdiction in which the action or suit
is brought determined that such person is fairly and reasonable
entitled to indemnification for such expenses which the court
deems proper.
Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to officers, directors or persons
controlling the Company pursuant to the foregoing, the Company
has been informed that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933, as amended, and
therefore unenforceable.
ITEM 13. FINANCIAL STATEMENTS.
The financial statements and supplemental data required by this
Item 13 follow the index of financial statements appearing at
Item 15 of this Form 10-SB.
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
The Registrant has not changed accountants since its formation,
and Management has had no disagreements with the findings of its
accountants.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS.
FINANCIAL STATEMENTS
Report of Independent Auditors, Kurt D. Saliger, dated April 9,
1999
Balance Sheet as of March 31, 1999, December 31, 1998, and
December 31, 1997
Statement of Operation for the period ended March 31, 1999, years
ended December 31, 1998, and December 31,1997.
Statement of Stockholders' Equity
Statement of Cash Flows for the period ended March 31, 1999,
years ended December 31, 1998, and December 31, 1997.
Notes to Financial Statements
EXHIBITS
3.1 Articles of Incorporation
3.2 By-Laws
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Noble Onie, Inc.
By: /ss/John Katter
John Katter, President
NOBLE ONIE, INC.
FINANCIAL STATEMENTS CONTENTS Page
Independent Auditor's Report 1
Financial Statements
Balance Sheet 2
Statement of Operations 3
Statement of Stockholder's Equity 4
Statement of Cash Flows 5
Notes to Financial Statements 6
INDEPENDENT AUDITOR'S REPORT
Board of Directors
Noble Onie, Inc.
Las Vegas, Nevada
I have audited the accompanying balance sheets of Noble Onie,
Inc. (a development stage company), as of March 31, 1999;
December 31, 1998; and December 31, 1997 and the related
statements of operations, stockholders' equity and cash flows for
the three month period ended March 31, 1999 and the years ended
December 31, 1998 and December 31, 1997. These financial
statements are the responsibility of the Company's management.
My responsibility is to express an opinion on these financial
statements based on my audit.
I conducted my audit in accordance with generally accepted
auditing standards. Those standards require that I plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. I believe that my
audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Noble
Onie, Inc. at March 31, 1999; December 31, 1998; and December 31,
1997 and the results of their operations and their cash flows for
the three month period ended March 31, 1999; and years ended
December 31, 1998; December 31, 1997 in conformity with generally
accepted accounting principles.
The accompanying financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in
Note 3 to the financial statements, the Company has had no
operations and has no established source of revenue. This raises
substantial doubt about its ability to continue as a going
concern. Management's plan in regard to these matters are also
described in Note 3. The financial statements do not include any
adjustments that might result from the outcome of this
uncertainty.
Kurt D. Saliger C.P.A.
April 09, 1999
S/ Kurt D. Saliger
Kurt D. /Saliger
Certified Public Accountant
NOBLE ONIE, INC. ( A Development Stage Company)
BALANCE SHEET
March
31, 1999
December
31, 1998
December
31, 1997
ASSETS
CURRENT ASSETS:
Cash
$0
$0
$0
TOTAL CURRENT ASSETS
$0
$0
$0
TOTAL ASSETS
$0
$0
$0
LIABILITIES AND STOCKHOLDERS'
EQUITY
CURRENT LIABILITIES:
Accounts Payable
$0
$0
$0
TOTAL CURRENT LIABILITIES
$0
$0
$0
STOCKHOLDERS' EQUITY:
Common Stock, par value, $.001
authorized 25,000,000 shares;
issued and outstanding
250,000 shares
$250
$250
$250
Additional paid in Capital
$2,250
$2,250
$2,250
Deficit Accumulated During
Development Stage
($2,500)
($2,500)
($2,500)
TOTAL STOCKHOLDERS' EQUITY
$0
$0
$0
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY
$ 0
$ 0
$0
See accompanying notes to financial statements & audit report
NOBLE ONIE, INC. ( (A Development Stage Company)
STATEMENT OF OPERATIONS
Jan. 1 to
March 31,
1999
Jan. 1 to
December
31, 1998
Jan. 1 to
December
1997
Dec. 12,
1995
(inception)
to March
31, 1999
INCOME:
Revenue
$ 0
$ 0
$ 0
$ 0
TOTAL INCOME
$0
$0
$0
$0
EXPENSES:
General, and
Administrative
$0
$0
$0
$2,500
TOTAL EXPENSES
$0
$0
$0
$2,500
Net
Profit/Loss(-)
$0
$0
$0
($2,500)
Net
Profit/Loss(-)
per share
$0.0000
$0.0000
$0.0000
$(0.0100)
average number
of common
shares
outstanding
250,000
250,000
250,000
250,000
See accompanying notes to financial statements & audit report
NOBLE ONIE, INC. (A Development Stage Company) - March 31, 1999
STATEMENT STOCKHOLDERS' EQUITY
Common Shares
Stock
Amount
Additional
paid-in
capital
(Deficit)
Accumulated
During
Development
Stage
January 16, 1996
issued for cash
(Note 2)
250,000
$250
$2,250
Net Income, 12-12-
95 (inception) to
12-31-96
($2,500)
Balance, Dec. 31,
1996
250,000
$250
$2,250
($2,500)
Net Income 12-31-
97
$0
Balance, Dec. 31,
1997
250,000
$250
$2,250
($2,500)
Net Income, 12-31-
98
$0
Balance, December
31, 1998
250,000
$250
$2,250
($2,500)
Net Income, 03-31-
99
$0
Balance, March 31,
1999
250,000
$250
$2,250
($2,500)
See accompanying notes to financial statements & audit report
NOBLE ONIE, INC. (A Development Stage Company)
STATEMENT OF CASH FLOWS
Jan. 1 to
March 31,1999
Jan. 1 to
December
31, 1998
Jan. 1 to
December 31,
1997
Dec. 12, 1995
(inception)
to March 31,
1999
Cash Flows from
Operating
Activities:
Net Loss
$0
$0
$0
($2,500)
Cash Flows from
Financing
Activities
Issue Common Stock
$0
$0
$0
$2,500
Net increase
(decrease) in cash
$ 0
$ 0
$ 0
$ 0
Cash, beginning of
period
$0
$0
$0
$0
Cash, end of period
$ 0
$ 0
$ 0
$ 0
See accompanying notes to financial statements & audit report
NOBLE ONIE, INC. (A Development Stage Company)
NOTES TO FINANCIL STATEMENTS
December 12, 1995 (inception) to March 31, 1999
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was incorporated December 12, 1995 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
The company has not determined its accounting policies and
procedures, except as follows:
The Company uses the accrual method of accounting.
Earnings per share is computed using the weighted average number
of shares of common stock outstanding.
The Company has not yet adopted any policy regarding payment of
dividends. No dividends have been paid since inception.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using the
generally accepted accounting principles applicable to a going
concern, which contemplates the realization of assets and
liquidation of liabilities in the normal course of business.
However, the Company has no current source of revenue. Without
realization of additional capital, it would be unlikely for the
Company to continue as a going concern.
NOTE 4 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any
additional shares of common stock.
2
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