As filed with the Securities and Exchange Commission on December 8, 1999.
REGISTRATION NO. 333-80041
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
Amendment No. 2
to
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
ACQUIREU.COM, INC.
(Name of Small Business Issuer in its Charter)
<TABLE>
<S> <C> <C>
FLORIDA 6770 65-0909194
(STATE OR JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (IRS EMPLOYER IDENTIFICATION
INCORPORATION OR CLASSIFICATION CODE NUMBER NUMBER)
ORGANIZATION)
</TABLE>
----------------------
10888 Avenida Santa Ana
Boca Raton, Florida 33498
(954) 698-9377
(Address And Telephone Number Of Principal Executive Offices)
10888 Avenida Santa Ana, Boca Raton, Florida 33498
(Address Of Principal Place Of Business Or Intended Principal Place Of Business)
----------------------
DOUGLAS E. GREER
CHIEF EXECUTIVE OFFICER
ACQUIREU.COM, INC.
10888 Avenida Santa Ana, Boca Raton, Florida 33498
(954) 698-9377
(Name, Address And Telephone Number Of Agent For Service)
----------------------
COPIES OF COMMUNICATIONS TO:
SHUSTAK JALIL AND HELLER
545 MADISON AVENUE
NEW YORK, NY 10022
TELEPHONE NO.: (212) 688-5900
FACSIMILE NO.: (212) 688-6151
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT TO OFFERING AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF BE PRICE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER SHARE PRICE FEE
--------------------------- ---------- --------- ----- ---
<S> <C> <C> <C> <C> <C>
Common Stock, $0.001 par value 100,000 $1.00 $100,000 $28.00
Total 100,000 $1.00 $100,000 $28.00
- ---------------------------------------------- ---------------------------------------------------------------------
</TABLE>
Estimated solely for the purpose of calculating the registration fee and
pursuant to Rule 457.
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 this Registration Statement shall become
effective on such date as the commission, acting pursuant to said Section 8(A),
may determine.
PART I - INFORMATION REQUIRED IN PROSPECTUS
Cross Reference Sheet Showing the Location in Prospectus of Information Required
by Items of Form SB-2
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<CAPTION>
Item No. Required Item Location of Caption in Prospectus
- -------- ------------- ---------------------------------
<S> <C> <C>
1. Forepart of the Registration Cover Page; Outside
Statement and Outside Front Front Page of
Cover of Prospectus Prospectus
2. Inside Front and Outside Back Inside Front and
Cover Pages of Prospectus Outside Back Cover
Pages of Prospectus
3. Summary Information and Risk Prospectus Summary;
Factors Risk Factors
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Price Prospectus Summary -
Determination of Offering Price;
Risk Factors
6. Dilution Dilution
7. Selling Security Holders Not Applicable
8. Plan of Distribution Plan of Distribution
9. Legal Proceedings Legal Proceedings
10. Director, Executive Officer, Management Management
and Promoters and Control Persons
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
11. Security Ownership of Certain Principal Shareholders
Beneficial Owners and Management
12. Description of Securities Description of
Securities
13. Interest of Named Experts and Legal Matters; Experts
Counsel
14. Disclosure of Commission Statement as to Indemnification
Position on Indemnification
for Securities Act Liabilities
15. Organization within Last Five Management, Certain Transactions
Years
16. Description of Business Proposed Business
17. Management's Discussion and Plan of Operation
Analysis or Plan of Operation
18. Description of Property Proposed Business
19. Certain Relationships and Certain Transactions
Related Transactions
20. Market for Common Equity and Prospectus Summary, Market for Registrant's
Related Stockholder Matters common stock and Related Stockholder's
Matters; Shares Eligible for Future Sale
21. Executive Compensation Management
22. Financial Statements Financial Statements
23. Changes in and Disagreements Not Applicable
with Accountants on Accounting
and Financial Disclosure
PART II
24. Indemnification of Director Indemnification of
and Officer Director and Officer
25. Other Expenses of Issuance and Other Expenses of
Distribution Issuance and Distribution
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
26. Recent Sales of Unregistered Recent Sales of Unregistered
Securities Securities
27. Exhibits Exhibits
28. Undertakings Undertakings
</TABLE>
<PAGE>
Subject To Completion, Dated , 1999
INITIAL PUBLIC OFFERING
PROSPECTUS
ACQUIREU.COM, INC.
100,000 SHARES OF COMMON STOCK
$1.00 PER SHARE
Acquireu.com, Inc. is a startup company organized in the State of
Florida to pursue a business combination in the Internet Industry.
We are offering these shares through our president, Mr. Douglas E.
Greer, without the use of a professional underwriter. We will not pay
commissions on stock sales.
This is our initial public offering, and no public market currently
exists for our shares. The offering price may not reflect the market price of
our shares after the offering.
-------------------
This investment involves a high degree of Risk. You should purchase shares only
if you can afford a complete loss. See "Risk Factors" beginning on page 9.
---------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
---------------------
Offering Information
Per share Total
--------- -----
Initial public offering price $1.00 $100,000.00
Underwriting discounts/commissions (1) $ .00 $ .00
Estimated offering expenses (1) $ .00 $ .00
Net offering proceeds to Acquireu.com, Inc. $1.00 $100,000.00(1)
(1) Does not include offering costs, including filing, printing, legal,
accounting, transfer agent and escrow agent fees estimated at $10,028.
The date of this Prospectus is ______________, 1999
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
LIMITED STATE REGISTRATION.......................................................Cover Page of Prospectus
PROSPECTUS SUMMARY......................................................................................3
SUMMARY FINANCIAL INFORMATION...........................................................................4
RISK FACTORS............................................................................................8
Anticipated Change in Control and Management.......................................................8
No Acquisition Candidate Identified................................................................8
No Use of Consultants..............................................................................8
No Access to Your Funds while Held In Escrow.......................................................8
Failure of Sufficient Number of Investors to Reconfirm Investment..................................8
Extremely Limited Capitalization...................................................................9
No Transfer of Escrowed Securities.................................................................9
Competition........................................................................................9
Conflict of Interest - Management's Fiduciary Duties..............................................9
Possible Disadvantages of Blank Check Offering....................................................10
Lack of Diversification...........................................................................10
Regulation........................................................................................10
Taxation..........................................................................................11
Control by Present Management and Shareholders....................................................11
Limitations on Share Resale.......................................................................11
No Underwriter....................................................................................11
Opting Out of Some Provisions of Florida Law......................................................12
YOUR RIGHTS AND SUBSTANTIVE PROTECTION UNDER RULE 419..................................................12
DILUTION...............................................................................................13
USE OF PROCEEDS........................................................................................15
CAPITALIZATION.........................................................................................16
PROPOSED BUSINESS......................................................................................16
PLAN OF OPERATION......................................................................................21
RELATED PARTY TRANSACTIONS.............................................................................22
DESCRIPTION OF CAPITAL STOCK...........................................................................22
SHARES ELIGIBLE FOR FUTURE SALE........................................................................24
MANAGEMENT.............................................................................................25
PRINCIPAL SHAREHOLDERS.................................................................................27
CERTAIN TRANSACTIONS...................................................................................28
WHERE CAN YOU FIND MORE INFORMATION?...................................................................28
MARKET FOR OUR COMMON STOCK............................................................................29
REPORTS TO STOCKHOLDERS................................................................................29
PLAN OF DISTRIBUTION...................................................................................30
LEGAL PROCEEDINGS......................................................................................31
LEGAL MATTERS..........................................................................................32
EXPERTS................................................................................................32
FINANCIAL STATEMENTS..................................................................................F-1
</TABLE>
2
<PAGE>
No dealer, salesman or any other person has been authorized to give any
information or to make any representations other than those contained in this
prospectus, and if given or made, such information or representations must not
be relied upon as having been authorized by us. This prospectus does not
constitute an offer to sell or a solicitation of any offer to buy any
securities in any jurisdiction in which such offer or solicitation would be
unlawful. The delivery of this prospectus shall not under any circumstances
create any implication that there has not been any change in our affairs since
the date hereof; however, any changes that may have occurred are not material
to an investment decision. In the event there has been any material changes in
our affairs, a post-effective amendment will be filed. We reserve the right to
reject any order, in whole or in part, for the purchase of any of the shares
offered.
Until 90 days after the date when the funds and securities are released
from the escrow account, all dealers effecting transactions in the shares,
whether or not participating in this distribution, may be required to deliver a
prospectus. This is in addition to the obligation of dealers to deliver a
prospectus when acting as underwriters to their unsold allotments or
subscriptions.
PROSPECTUS SUMMARY
This summary highlights information contained elsewhere in this
prospectus. Because this is a summary, it may not contain all of the information
that you should consider before receiving a distribution of our common stock.
You should read this entire prospectus carefully.
Acquireu.com, Inc.
We are a blank check company subject to Rule 419. We were organized as
a vehicle to acquire or merge with a business or company operating in the
Internet industry. We have no present plans, proposals, agreements, arrangements
or understandings to acquire or merge with any specific business or company no
have we identified any specific business or company for investigation and
evaluation for a merger with us.
Since our organization, our activities have been limited to the sale of
initial shares for our organization and our preparation in producing a
registration statement and prospectus for our initial public offering. We will
not engage in any substantive commercial business following the offering. We
maintain our office at 4901 NW 17th Way Suite 405, Fort Lauderdale, Florida. Our
phone number is (954) 698-9377.
The Offering
Securities offered 100,000 shares of common stock, $0.001 par value,
being offered at $1.00 per share. (See "Description
of Capital Stock".)
Common stock outstanding 917,500 shares
prior to the offering
3
<PAGE>
Common stock to be 1,017,500 shares
outstanding after the
offering
LIMITED STATE REGISTRATION
Initially, our securities may be sold in New York State and Florida
only (although we are considering registering the shares in other states)
pursuant to an exemption from registration provisions contained in Section
359-e, New York Codes, and registration in the State of Florida pursuant to
Section 517.081, Florida Statutes. See "Risk Factors" for a discussion of the
resale limitations that result from this limited state registration.
SUMMARY FINANCIAL INFORMATION
4
<PAGE>
The table below contains certain summary historical financial data for
the Company. The historical financial data for the period ended May 31, 1999 has
been derived from the audited financial statements of the Company appearing
elsewhere in this Prospectus and should be read in conjunction with those
financial statements and notes thereto.
May 31, 1999
------------
INCOME STATEMENT:
Net Sales $ 0
Net Income before extraordinary items ($25,000)
Net Income ($25,000)
BALANCE SHEET (at end of period):
Working Capital $ 3,675
Total Assets $ 33, 675
Total Assets less deferred research and
development charges and excess of
cost of assets acquired over book value $ 33,675
Total Indebtedness $ 25,000
Total Shareholders Equity
(Net Assets) $ 8,675
PER SHARE(1):
Income per common share before
extraordinary items $ (0.029)
Extraordinary items $ 0
Net Income per common share (at end of period) $ (0.029)
Net Income per share on a fully dilated basis $ (0.029)
(1) Number of shares of common stock outstanding during period was 876,500.
5
<PAGE>
Expiration Date
This offering will expire 90 days from the date of this prospectus.
There is no minimum number of securities that must be sold in the offering. The
offering may be extended for an additional 90 days at our sole election.
Prescribed Acquisition Criteria
Rule 419 requires that, before the funds and the securities can be
released, we must first execute an agreement to acquire a candidate meeting
certain specified criteria. The agreement must provide for the acquisition of a
business or assets for which the fair value of the business represents at least
80% of the maximum offering proceeds. The agreement must include, as a
precondition to its closing, a requirement that the number of investors
representing 80% of the maximum offering proceeds must elect to reconfirm their
investment. For purposes of the offering, the fair value of the business or
assets to be acquired must be at least $80,000 (80% of $100,000).
Post-Effective Amendment
Once the agreement governing the acquisition of a business meeting the
required criteria has been executed, Rule 419 requires us to update the
registration statement with a post-effective amendment. The post-effective
amendment must contain information about the proposed acquisition candidate and
their business, including audited financial statements, the results of this
offering and the use of the funds disbursed from the escrow account. The
post-effective amendment must also include the terms of the reconfirmation offer
mandated by Rule 419. The reconfirmation offer must include certain prescribed
conditions which must be satisfied before the funds and securities can be
released from escrow.
Reconfirmation Offering
The reconfirmation offer must commence after the effective date of the
post-effective amendment. Under Rule 419, the terms of the reconfirmation offer
must include the following conditions:
o The prospectus contained in the post-effective amendment
will be sent to each investor whose securities are held in the
escrow account within 5 business days after the effective date of
the post-effective amendment.
o Each investor will have no fewer than 20 and no more than
45 business days from the effective date of the post-effective
amendment to notify us in writing that the investor elects to
remain an investor.
o If we do not receive written notification from any
investor within 45 business days following the effective date, the
proportionate portion of the funds and any related interest or
dividends held in the escrow account on such investor's behalf
will be returned to the investor within 5 business days by first
class mail or other equally prompt means.
6
<PAGE>
o The acquisition will be closed only if a minimum number
of investors representing 80% of the maximum offering proceeds
equaling $80,000 elect to reconfirm their investment.
o If a closed acquisition has not occurred by ______________ (18
months from the date of this prospectus), the funds held in the
escrow account shall be returned to all investors on a
proportionate basis within 5 business days by first class mail or
other equally prompt means.
Release Of Securities And Funds
The funds will be released to us, and the securities will be released
to you, only after:
o The escrow agent has received a signed representation
from us and any other evidence acceptable by the escrow agent
that:
o We have executed an agreement for the acquisition of
an acquisition candidate for which the fair market
value of the business represents at least 80% of the
maximum offering proceeds and has filed the required
post-effective amendment.
o The post-effective amendment has been declared
effective.
o We have satisfied all of the prescribed conditions of
the reconfirmation offer.
o The closing of the acquisition of the business with a
fair value of at least 80% of the maximum proceeds.
Risk Factors
Investments in our securities are highly speculative, involve a high
degree of risk, and should be purchased only by you if you can afford to lose
your entire investment. See "Risk Factors" for special risks concerning us and
"Dilution" for information concerning dilution of the book value of your shares
from the public offering.
Determination of Offering Price
The offering price of $1.00 per share for the shares has been
arbitrarily determined by us. This price bears no relation to our assets, book
value, or any other customary investment criteria, including our prior operating
history. Among factors considered by us in determining the offering price were:
o Estimates of our business potential
o Our limited financial resources
o The amount of equity desired to be retained by present shareholders
o The amount of dilution to the public
o The general condition of the securities markets
7
<PAGE>
Use of Proceeds
Of the $100,000 offering proceeds deposited into the escrow account,
10% or $10,000 may be released to us prior to a confirmation offering in which
you reconfirm your investment in accordance with procedures required by Rule
419. However, we do no intend to request release of these funds from the escrow
account. Accordingly, we will receive all of the escrowed funds in the event a
business combination is closed under the provisions of Rule 419.
We have not incurred and do not intend to incur in the future any debt
from anyone other than management for our organizational activities. Debt to
management will not be repaid. Management is not aware of any circumstances
under which this policy, through its own initiative, may be changed.
Accordingly, no portion of the proceeds are being used to repay debt. It is
anticipated that a portion of the funds released from escrow will be used to pay
the $25,000 accrued salary to our president, and the expenses of the offering
totaling $10,028.
8
<PAGE>
RISK FACTORS
There is a high degree of risk associated with an investment in our
company. You should know that our business, financial condition or results of
operations, and, more importantly, that of any business we acquire, could be
materially and adversely affected by any of the following risks. You should
carefully consider the following factors in addition to the other information in
this prospectus before acquiring the shares.
Anticipated change in control and management.
We anticipate we will experience a change of control upon the closing
of a business combination. In addition, our current manager and director will
resign. We cannot ass her in the operation of our activities or in the operation
of the business, assets or property being acquired.
No acquisition candidate identified.
As of the date of this prospectus, we have not entered into or
negotiated any arrangements for a business combination with an acquisition
candidate. Since we have not yet attempted to seek a business combination, and
due to our lack of experience, there is only a limited basis upon which to
evaluate our prospectus for achieving our intended business objectives.
No use of consultants.
Because management has little experience in managing companies similar
to us, the non-use of outside consultants may increase our difficulties in
finding an acquisition candidate.
No access to your funds while held in escrow.
If we are unable to locate an acquisition candidate meeting these
acquisition criteria, you will have to wait 18 months from the date of this
prospectus before a proportionate portion of your funds are returned, without
interest. You will be offered return of your proportionate portion of the funds
held in escrow only upon the reconfirmation offering required to be conducted
upon execution of an agreement to acquire an acquisition candidate which
represents 80% of the maximum offering proceeds.
Failure of sufficient number of investors to reconfirm investment.
9
<PAGE>
A business combination with an acquisition candidate cannot be closed
unless, for the reconfirmation offering required by Rule 419, we can
successfully convince you and a sufficient number of investors representing 80%
of the maximum offering proceeds to elect to reconfirm your investments. If,
after completion of the reconfirmation offering, a sufficient number of
investors do not reconfirm their investment, the business combination will not
be closed. In such event, none of the securities held in escrow will be issued
and the funds will be returned to you on a proportionate basis.
However, up to 80% of the shares may be purchased by our Officer,
director, current shareholders and any of their affiliates or associates. It is
likely that such insiders will elect to reconfirm a proposed business
combination reducing or eliminating your effect on the outcome of the 80%
required reconfirmation.
Extremely limited capitalization.
As of May 31, 1999, there were $* of assets and $* of liabilities.
There was $28,500 available in our treasury as of May 31, 1999. Assuming the
sale of all the shares in this offering, we will receive net proceeds of
approximately $100,000, all of which must be deposited in the escrow account. It
is unlikely that we will need additional funds, but we may if an acquisition
candidate insists we obtain additional capital. We may require additional
financing in the future in order to close a business combination. This financing
may consist of the issuance of debt or equity securities. These funds might not
be available, if needed, or might not be available on terms acceptable to us.
Such financing will not occur without shareholder approval
No transfer of escrowed securities.
No transfer or other disposition of the escrowed securities is
permitted other than by will or the laws of descent and distribution, or under a
qualified domestic relations order as defined by the Internal Revenue Code of
1986 as amended, or Title 7 of the Employee Retirement Income Security Act, or
the related rules. Under Rule 15g-8, it is unlawful for any person to sell or
offer to sell the securities or any interest in or related to the securities
held in the Rule 419 escrow account other than under a qualified domestic
relations order in divorce proceedings. Therefore, any and all contracts for
sale to be satisfied by delivery of the securities and sales of derivative
securities to be settled by delivery of the securities are prohibited. You are
further prohibited from selling any interest in the securities or any derivative
securities whether or not physical delivery is required.
Competition.
In relation to our competitors, we are and will continue to be an
insignificant participant in the business of seeking business combinations. A
large number of established and well-financed entities, including venture
capital firms, have recently increased their merger and acquisition activities.
Nearly
10
<PAGE>
all such entities have significantly greater financial resources, technical
expertise and managerial capabilities than we and, consequently, we will be at a
competitive disadvantage in identifying suitable merger or acquisition
candidates and successfully consummating a proposed merger or acquisition. Also,
we will be competing with a large number of other small, blank check companies.
Conflict of interest - Management's fiduciary duties.
A conflict of interest may arise between management's personal
financial benefit and management's fiduciary duty to you. You should note that
our officer, director, current shareholders and any of their affiliates or
associates may purchase up to 80% of the stock in this offering and thus may own
98.03% of us after the offering is completed. Our management would therefore
have continuing control. Further, management's interest in their own financial
benefit may at some point compromise their fiduciary duty to you. No proceeds
from this offering will be used to purchase directly or indirectly any shares of
the common stock owned by management or any present shareholder, director or
promoter.
Our director and Officer are or may become, in their individual
capacities, an officer, director, controlling shareholder and/or partner of
other entities engaged in a variety of businesses. Douglas E. Greer is engaged
in business activities outside of us, and the amount of time he will devote to
our business will only be about five (5) to twenty (20) hours each per month.
There exist potential conflicts of interest including allocation of time between
us and such other business entities.
We will not purchase the assets of any company which is beneficially
owned by any of our officer, director, promoters, affiliates or associates.
Possible disadvantages of blank check offering.
Our business will most likely involve the acquisition of or merger with
a company which does not need substantial additional capital but which desires
to establish a public trading market for our shares. A company which seeks our
participation in attempting to consolidate our operations through a merger,
reorganization, asset acquisition, or some other form of combination may desire
to do so to avoid what they may deem to be adverse consequences of themselves
undertaking a public offering. Factors considered may include:
o Time delays
o Significant expense
o Loss of voting control
o The inability or unwillingness to comply with various federal and
state laws enacted for your protection
In making an investment in us, you may be doing so under terms which
may ultimately be less favorable than making an investment directly in a company
with a specific business. You may not be afforded an opportunity to specifically
approve or consent to any particular stock buy-out transaction.
Lack of diversification.
11
<PAGE>
In the event we are successful in identifying and evaluating a suitable
business combination, we will in all likelihood, be required to issue our common
stock in an acquisition or merger transaction. Inasmuch as our capitalization is
limited and the issuance of additional common stock will result in a dilution of
interest for present and prospective shareholders, we will only negotiate one
acquisition or merger.
Regulation.
Although we will be subject to regulation under the Securities Act of
1933, as amended (the "Securities Act") and the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), management believes we will not be subject to
regulation under the Investment Company Act of 1940. The regulatory scope of the
Investment Company Act of 1940 was enacted principally for the purpose of
regulatory vehicles for pooled investments in securities, extends generally to
companies primarily in the business of investing, reinvesting, owning, holding
or trading securities. The Investment Company Act may, however, also be deemed
to be applicable to a company which does not intend to be characterized as an
investment company but which engages in activities which may be deemed to be
within the definition of the scope of certain provisions of the Investment
Company Act. We believe that our principal activities will not subject us to
regulation under the Investment Company Act. Nevertheless, we might be deemed to
be an investment company. The offering funds may be invested primarily in
certificates of deposit, interest bearing savings accounts or government
securities. In the event we are deemed to be an investment company, we may be
subject to certain restrictions relating to our activities, including
restrictions on the nature of our investments and the issuance of securities. We
have obtained no formal determination from the Securities and Exchange
Commission as to our status under the Investment Company Act of 1940.
Taxation.
In the course of any acquisition or merger we may undertake, a
substantial amount of attention will be focused upon federal and state tax
consequences to both us and the acquisition candidate. Presently, under the
provisions of federal and various state tax laws, a qualified reorganization
between business entities will generally result in tax-free treatment to the
parties to the reorganization. While we expect to undertake any merger or
acquisition so as to minimize federal and state tax consequences to both us and
the acquisition candidate, such business combination might not meet the
statutory requirements of a reorganization or the parties might not 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
that may have a substantial adverse effect on us.
Control by present management and shareholders.
Assuming the sale of all the shares offered, and the purchase of 80% of
such shares by our officer, director, current shareholders and any of their
affiliates or associates, the shares of common stock purchased by the public
will represent 1.97% of our outstanding common stock after the completion of
this offering. Therefore, our present stockholders will own a 98.03% interest in
us and will continue to be able to elect our director, appoint our officer, and
control our affairs and operations. Our articles of incorporation do not provide
for cumulative voting.
12
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Limitations on share resale.
Initially, our securities may be sold in New York State and the State
of Florida only (although we are considering registering the shares in other
states), and may be resold by you in New York and Florida only until a resale
exemption is available in other states.
No underwriter.
We are selling the shares through our president without the use of a
professional securities underwriting firm. Consequently, there may be less due
diligence performed in conjunction with this offering than would be performed in
an underwritten offering.
Opting out of some provisions of Florida law.
We have elected to opt out of the affiliated transactions provision of
Florida law.This means that our transactions with management and persons or
entities that control or are controlled by management do not have to be done in
a manner required under that provision. The provision generally requires
approval by non-affiliated parties. Nonetheless, we have adopted certain
policies concerning affiliated transactions, as described in the section
entitled Related Party Transactions. These policies have substantially the same
effect as the statute. We have elected to opt out of the control share
acquisition provision of Florida law. This means that a future issuance of
shares having 20% or more of the aggregate number of votes that can be cast on
any matter by our shareholders does not have to be done in a manner required
under that provision, which in general requires shareholder approval of such a
transaction.
YOUR RIGHTS AND SUBSTANTIVE PROTECTION UNDER RULE 419
DEPOSIT OF OFFERING PROCEEDS AND SECURITIES
Rule 419 requires that offering proceeds, after deduction for
underwriting commissions, underwriting expenses and dealer allowances, if any,
and the securities purchased by you and other investors in this offering, be
deposited into an escrow or trust account governed by an agreement which
contains certain terms and provisions specified by Rule 419. Under Rule 419, the
funds will be released to us and the securities will be released to you only
after we have met the following three basic conditions:
o First, we must execute an agreement for an acquisition of
a business or asset that will constitute our business and for
which the fair value of the business or net assets to be acquired
represents at least 80% of the maximum offering proceeds, but
excluding underwriting commissions, underwriting expenses and
dealer allowances, if any.
o Second, we must file a post-effective amendment to the
registration statement which includes the results of this offering
including, but not limited to, the gross offering proceeds raised
to date, the amounts paid for underwriting commissions,
underwriting expenses and dealer allowances, if any, amounts
dispersed to us and amounts remaining in the escrow account.
In addition, we must disclose the specific amount, use and
appropriation of funds
13
<PAGE>
disbursed to us to date, including, payments to officers,
directors, controlling shareholders or affiliates, specifying the
amounts and purposes of these payments, and the terms of a
reconfirmation offer that must contain conditions prescribed by
the rules. The post-effective amendment must also contain
information regarding the acquisition candidate and business,
including audited financial statements.
o Third, we will mail to each investor within five business
days of a post-effective amendment, a copy of the prospectus
contained therein. The Reconfirmation Offering shall be made as
described under "Prospectus Summary; Reconfirmation Offering."
After we submit a signed representation to the escrow agent that the
requirements of Rule 419 have been met and after the acquisition is closed, the
escrow agent can release the funds and securities.
Accordingly, we have entered into an escrow agreement with * which
provides that:
o The proceeds are to be deposited into the escrow account
maintained by the escrow agent promptly upon receipt. While Rule
419 permits 10% of the funds to be released to us prior to the
reconfirmation offering, we do not intend to release these funds.
The funds and any dividends or interest thereon, if any, are to be
held for the sole benefit of the investor and can only be invested
in bank deposit, in money market mutual funds or federal
government securities or securities for which the principal or
interest is guaranteed by the federal government.
o All securities issued for the offering and any other
securities issued to such securities, including securities issued
to stock split, stock dividends or similar rights are to be
deposited directly into the escrow account promptly upon issuance.
Your name must be included on the stock certificates or other
documents evidencing the securities. The securities held in the
escrow account are to remain as issued, and are to be held for
your sole benefit. You retain the voting rights, if any, to the
securities held in your name. The securities held in the escrow
account may neither be transferred or disposed of nor any interest
created in them other than by will or the laws of descent and
distribution, or under a qualified domestic relations order as
defined by the Internal Revenue Code of 1986 or Table 1 of the
Employee Retirement Income Security Act.
o Warrants, convertible securities or other derivative
securities relating to securities held in the escrow account may
be exercised or converted in accordance with their terms, provided
that, however, the securities received upon exercise or
conversion, together with any cash or other consideration paid for
the exercise or conversion, are to be promptly deposited into the
escrow account.
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<PAGE>
DILUTION
The difference between the initial public offering price per share of
common stock and the net tangible book value per share after this offering
constitutes the dilution to investors in this offering. Net tangible book value
per share of common stock is determined by dividing our net tangible book value
(total tangible assets less total liabilities) by the number of shares of common
stock outstanding.
As of May 31, 1999, our net tangible book value was $28,675 or $0.04
per share of common stock. Net tangible book value represents the amount of our
total assets, less any intangible assets and total liabilities. After giving
effect to the sale of the 100,000 shares of common stock offered through this
prospectus (at an initial public offering price of $1.00 per share), and after
deducting estimated expenses of the offering), our adjusted pro forma net
tangible book value as of May 31, 1999, would have been $121,175 or $0.12 per
share. This represents an immediate increase in net tangible book value of $0.08
per share to existing shareholders and an immediate dilution of $0.88 per share
to investors in this offering. The following table illustrates this per share
dilution:
Public offering price per share $1.00
Net tangible book value per share before offering $0.04
Pro-forma net tangible book value per share after offering $0.12
Increase per share attributable to new investors $0.08
Pro-forma dilution per share to new investors $0.88
<TABLE>
<CAPTION>
Number of Shares Before Money Received For Shares Net Tangible Book Value Per
Offering Before Offering Share Before Offering
-------- --------------- ---------------------
<S> <C> <C>
917,500 $33,675 $.003
</TABLE>
<TABLE>
<CAPTION>
Total Number of Shares After Total Amount Of Money Pro-Forma Net Tangible Book
Offering Received For Shares Value Per Share After Offering
-------- ------------------- ------------------------------
<S> <C> <C>
1,017,500 $100,000 $.101
</TABLE>
<TABLE>
<CAPTION>
Pro-Forma
Pro-Forma Net Tangible Book Net Tangible Book Value Per Increase Per Share Attributed To
Value Per Share After Offering Share Before Offering Shares Offered Hereby
------------------------------ --------------------- ------------------------------
<S> <C> <C>
$.101 $.003 .098
</TABLE>
<TABLE>
<CAPTION>
Pro-Forma Net Tangible Book Pro-Forma Dilution to Public
Public Offering Price Per Share Value Per Share After Offering (Your Dilution)
------------------------------- ------------------------------ ---------------
<S> <C> <C>
$1.00 $.101 (.899)
</TABLE>
As of the date of this prospectus, the following table sets forth the
percentage of equity to be purchased by investors in this offering compared to
the percentage of equity to be owned by the present stockholders, and the
comparative amounts paid for the shares by the investors in this offering as
compared to the total consideration paid by our present stockholders.
15
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
Shares Purchased Percentage of Equity Total Consideration
---------------- -------------------- -------------------
<S> <C> <C> <C>
New Investors 100,000 9.83% $100,000
Existing shareholders 917,500 90.17% $33,675
- ----------------------------------------------------------------------------------------------------------
</TABLE>
USE OF PROCEEDS
The gross proceeds of this offering will be $100,000. While Rule 419,
prior to the reconfirmation of the offering permits, 10% of the funds ($10,000)
to be released from escrow to us. We do not intend to request release of these
funds. This offering is not contingent on a minimum member of shares to be sold
and will be sold on a first come, first served basis. If subscriptions exceed
the amount being offered, these excess subscriptions will be promptly refunded
without deductions for commissions or expenses. Accordingly, we will receive
these funds in the event a business combination is closed in accordance with
Rule 419.
Under Rule 419, after the reconfirmation offering and the closing of
the business combination, and assuming the sale of all the shares in this
offering, $100,000, plus any dividends received, but less any amount returned to
investors who did not reconfirm their investment under Rule 419, will be
released to us.
Assuming Maximum Offering
-------------------------
Amount Percent
------ -------
Offering Expenses(1) $ 10,028 10.028%
Accrued Salaries(2) $ 25,000 25 %
Working Capital $ 64,972 64.972%
-------- -------
Total(3) $100,000 100 %
======== ========
(1) Offering costs include filing, printing, legal, accounting, transfer agent
and escrow agent fees.
(2) It is anticipated that a portion of the funds will be used to pay the
$25,000 accrued salary to our president.
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<PAGE>
If less than the maximum proceeds are raised, a greater portion of this
accrued liability will have to be borne by the acquisition candidate as a
condition of the merger. Management believes that this is in our best
interest as a company, because it reduces the amount of liabilities an
acquisition candidate must assume in the merger, and thus, may facilitate
an acquisition transaction.
(3) All offering proceeds will be held in escrow pending a business
combination. We will not request a release of 10% of these funds under Rule
419.
Other than the $25,000 in accrued salary to our president, no
compensation will be paid or due or owing to any officer or director until after
a business combination is closed.
The proceeds received in this offering will be put into the escrow
account pending closing of a business combination and reconfirmation. Such funds
will be in an insured depository institution account in either a certificate of
deposit, interest bearing savings account or in short term government securities
as placed by _________________________________.
CAPITALIZATION
The following table sets forth our capitalization as of May 31, 1999,
and pro-forma as adjusted to give close to the sale of 100,000 shares offered by
us.
Actual As Adjusted
------ -----------
Long-term debt -- --
Stockholders' equity:
Common stock, $.001 par value;
authorized 50,000,000 shares,
issued and outstanding
917,500 shares and 1,017,500
shares, pro-forma as adjusted 918 1,018
Additional paid-in capital 32,757 127,657
Deficit accumulated during the
development period (25,000) (25,000)
Total stockholders equity 8,675 103,675
Total Capitalization 8,675 103,675
PROPOSED BUSINESS
History and Organization
We were organized under the laws of the State of Florida on April 5,
1999. Since inception, our primary activity has been directed to organizational
efforts and obtaining initial financing. We were formed as a vehicle to pursue a
business combination in the Internet
17
<PAGE>
Industry. We have not engaged in any preliminary efforts intended to identify
possible business combination and have neither conducted negotiations concerning
nor entered into a letter of intent concerning any such acquisition candidate.
Our initial public offering will comprise 100,000 shares of common
stock at a purchase price of $1.00 per share.
We are filing this registration statement in order to initiate a public
offering for our securities.
Operations
We were organized for the purposes of creating a corporate vehicle to
seek, investigate and, if such investigation warrants, engage in business
combinations presented to us by persons or firms who or which desire to employ
our funds in their business or who seek the perceived advantages of a
publicly-held corporation. Our principal business objective will be to seek
long-term growth potential in a business combination in the Internet Industry
rather than to pursue immediate, short-term earnings.
We do not currently engage in any business activities that provide any
cash flow. The costs of identifying, investigating, and analyzing business
combinations will be paid with money loaned by management. Persons purchasing
shares in this offering and other shareholders will most likely not have the
opportunity to participate in any of these decisions. Our proposed business is
sometimes referred to as a "blank check" company because you will entrust your
investment monies to our management before they have a chance to analyze any
ultimate use to which this money may be put. Although substantially all of the
funds of this offering are intended to be utilized generally to close a business
combination, such proceeds are not otherwise being designated for any specific
purposes. Under Rule 419, as a prospective investor you will have an opportunity
to evaluate the specific merits or risks of only the business combination that
management decides to enter into. Cost overruns may be borne by management.
We may seek a business combination in the Internet industry in the form
of firms which:
o Have recently commenced operations
o Are developing companies in need of additional funds for
expansion into new products or markets
o Are seeking to develop a new product or service
o Are established businesses which may be experiencing financial or
operating difficulties and are in need of additional capital
A business combination may involve the acquisition of, or merger with,
a company which does not need substantial additional capital but which desires
to establish a public trading market for our shares, while avoiding what they
may deem to be adverse consequences of undertaking a public offering itself,
such as:
o Time delays
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<PAGE>
o Significant expense
o Loss of voting control
o Compliance with various federal and state securities laws
We will not acquire a candidate unless the fair value of the
acquisition candidate represents 80% of the maximum offering proceeds. To
determine the fair market value of an acquisition candidate, our management will
examine the audited financial statements, including balance sheets and
statements of cash flow and stockholders' equity, focusing attention on assets,
liabilities, sales and net worth. If we determine that the financial statements
of a proposed acquisition candidate do not clearly indicate that the fair market
value test has been satisfied, we will obtain an opinion from an investment
banking firm which is a member of National Association of Securities Dealers,
Inc. to the satisfaction of such criteria.
Based upon the probable desire on the part of the owners of acquisition
candidates to assume voting control over us in order to avoid tax consequences
or to have complete authority to manage the business, we will combine with just
one acquisition candidate. This lack of diversification should be considered a
substantial risk in investing in us because we will not permit us to offset
potential losses from one venture against gains from another.
Upon closing of a business combination, there will be a change in
control which will result in the resignation of our present officer and
director.
Our officer or director has had no preliminary contact or discussions
with any representative of any other entity regarding a business combination.
Accordingly, any acquisition candidate that is selected may be a financially
unstable company or an entity in an early stage of development or growth,
including entities without established records of sales or earnings.
Accordingly, we may become subjected to numerous risks inherent in the business
and operations of financially unstable and early stage or potential emerging
growth companies. In addition, we may effect a business combination with an
entity in the Internet industry which is an industry characterized by a high
level of risk. Although management will endeavor to evaluate the risks inherent
in an acquisition candidate, there can be no assurance that we will properly
ascertain or assess all significant risks.
We anticipate that the selection of a business combination will be
complex and extremely risky. Management believes that there are numerous firms
seeking even the limited additional capital which we will have and/or the
benefit of a publicly traded corporation because of:
o General economic conditions.
o Rapid technological advances being made in the Internet industry.
o Shortages of available capital.
Such perceived benefit of a publicly traded corporation may include:
o Facilitating or improving the terms on which additional equity
financing may be sought.
o Providing liquidity for the principals of a business.
o Creating a means for providing incentive stock options or similar
benefit to key employees.
19
<PAGE>
o Providing liquidity, subject to restrictions of applicable
statutes, for all shareholders.
Evaluation of Business Combinations
The analysis of business combinations will be undertaken by us under
the supervision of our officer and director, who is not a professional business
analyst.
Because we will be subject to Section 13 or 15(d) of the Exchange Act,
we will be required to furnish certain information about significant
acquisitions, including audited financial statements for the business acquired,
covering one, two or three years depending upon the relative size of the
acquisition. Consequently, 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 Exchange Act are applicable. In the
event our obligation to file periodic reports is suspended under Section 15(d),
we intend on voluntarily filing such reports.
Any business combination will present certain risks. Many of these
risks cannot be adequately identified prior to selection, and your must,
therefore, depend on the ability of management to identify and evaluate such
risks. In the case of some of the potential combinations available to us, it is
possible that the promoters of an acquisition candidate have been unable to
develop a going concern or that such business is in our development stage in
that it has not generated significant revenues from its principal business
activity prior to our merger or acquisition. There is a risk, even after the
closing of a business combination and the related expenditure of our funds, that
the combined enterprises will still be unable to become a going concern or
advance beyond the development stage. The combination may involve new and
untested products, processes, or market strategies which may not succeed. Such
risks will be assumed by us and, therefore, our shareholders.
Business Combinations
In implementing a structure for a particular business acquisition, we
may become a party to a merger, consolidation, reorganization, joint venture, or
licensing agreement with another corporation or entity. We may also purchase
stock or assets of an existing business. The manner of the business combination
will depend on:
o The nature of the acquisition candidate
o The respective needs and desires of us and other parties
o The management of the acquisition candidate opportunity
o The relative negotiating strength of us and such other management
You should note that any merger or acquisition closed by us can be
expected to have a significant dilutive effect on our current shareholders and
purchasers in this offering. On the closing of a business combination, the
acquisition candidate will have significantly more assets than us; therefore,
management plans to offer a controlling interest in us to the acquisition
candidate. While the actual terms of a transaction to which we may be a party
cannot be predicted, we may expect 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 1954. 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
20
<PAGE>
surviving entity. In such event, our shareholders, including investors in this
offering, would retain less than 20% of the issued and outstanding shares of the
surviving entity, which would be likely to result in significant dilution in the
equity of such shareholders. Management may choose to comply with these
provisions. In addition, our director and officer may, as part of the terms of
the acquisition transaction, resign as director and officer. Management may
retain shares of the common stock (unless those shares, as part of the terms of
the acquisition transaction, are sought by an acquisition candidate).
Management will not actively negotiate or otherwise consent to the
purchase of any portion of their common stock as a condition to or for a
proposed business combination unless such a purchase is requested by an
acquisition candidate as a condition to a merger or acquisition. Our officer and
director has agreed to comply with this provision. Management is unaware of any
circumstances under which such policy through their own initiative may be
changed.
We anticipate that any securities issued in a 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, we may agree to register such securities either at the time
the transaction is closed, under certain conditions, or at specified times
thereafter. The issuance of substantial additional securities and their
potential sale into any trading market which may develop in our common stock may
have a depressive effect on such market.
If at any time prior to the completion of this offering we enter
negotiations with a possible merger candidate and such a transaction becomes
probable, then this offering will be suspended so that an amendment can be filed
which will include financial statements (including balance sheets and statements
of cash flow and stockholders' equity) of the proposed target.
We will not enter into a business combination with any company, which
is in any way wholly or partially beneficially owned by any officer, director,
promoter or affiliate or associate of us. Our officer and director have not
approached and have not been approached by any person or entity with regard to
any proposed business ventures to us. We will evaluate all possible business
combinations brought to us. If at any time a business combination is brought to
us by any of our promoters, management, or their affiliates or associates,
disclosure as to this fact will be included in the post-effective amendment,
thereby allowing the investors the opportunity to fully evaluate the business
combination.
We have adopted a policy that we will not pay a finder's fee to any
member of management for locating a merger or acquisition candidate. No member
of management intends to or may seek and negotiate for the payment of finder's
fees. In the event there is a finder's fee, it will be paid at the direction of
the successor management after a change in management control resulting from a
business combination.
We will remain an insignificant player among the firms that engage in
business combinations. There are many established venture capital and financial
concerns which have significantly greater financial and personnel resources and
technical expertise than us. In view of our combined limited financial resources
and limited management availability, we will continue to be at a significant
competitive disadvantage compared to our competitors. Also, we will be competing
with a large number of other small public, blank check companies located
throughout the United States.
21
<PAGE>
Finding a Business Combination
Our management will actively search for potential acquisition
candidates through internet web-sites where companies post their intentions to
be acquired. In addition, we are going to have our own web-site under the URL
address of acquireu.com so that companies seeking to be acquired can find us
directly. Our web-site will allow those companies to answer a due diligence
questionnaire, which would provide us with the information necessary to review
and analyze potential candidates. We may also decide to advertise our intention
to acquire a company in the Internet industry in the form of ads in legal or
other publications. The cost of such advertising will be paid by management.
Employees
We presently have no employees. Our officer and director is engaged in
business activities outside of us, and the amount of time he will devote to our
business will only be between five (5) and twenty (20) hours per week. Upon
completion of the public offering, it is anticipated that management will devote
the time necessary each month to our affairs or until a successful acquisition
of a business has been completed.
Facilities
We are presently using the office of Douglas E. Greer, 10888 Avenida
Santa Ana, Boca Raton, Florida 33498, (954) 698-9377, at no cost as our office.
Such arrangement is expected to continue after completion of this offering only
until a business combination is closed, although there is currently no such
written agreement between us and Mr. Greer. We presently own no equipment, and
do not intend to own any upon completion of this offering.
Year 2000 Issues
Because we currently have no operations, we do not anticipate incurring
significant expense with regard to Year 2000 issues.
PLAN OF OPERATION
We are a development stage entity, and have neither engaged in any
operations nor generated any revenues to date. Our expenses to date which have
been funded by our current shareholders and management, are $10,000 plus the
$28.00 SEC filing fee paid in 1999. We also owe $25,000 in salary to our
management. We expect all or part of these obligations to be paid from a portion
of the offering proceeds, which will be released from escrow.
Substantially all of our expenses that will be funded from the money in
our treasury or if additional funds are required that may be funded by
management will be from our efforts to identify a suitable acquisition candidate
and close the acquisition. Management may agree to fund our cash requirements
until an acquisition is closed. So long as management does so, we will have
sufficient funds to satisfy our cash requirements and do not expect to have to
raise additional funds during the entire rule 419 escrow period of up to 18
months from the date of this prospectus. This is primarily because we anticipate
incurring no significant expenditures. Before the conclusion of this offering,
22
<PAGE>
we anticipate our expenses to be limited to accounting fees, legal fees,
telephone, mailing, filing fees, occupational license fees, and transfer agent
fees.
We may seek additional financing. At this time we believe that the
funds to be provided by management will be sufficient for funding our operations
until we find an acquisition and therefore do not expect to issue any additional
securities before the closing of a business combination. However, we may issue
additional securities, incur debt or procure other types of financing if needed.
We have not entered into any agreements, plans or proposals for such financing
and as of present have no plans to do so. We will not use the offering funds as
collateral or security for any loan or debt incurred. Further, the offering
funds will not be used to pay back any loan or debts incurred by us. If we do
require additional financing, this financing may not be available to us, or if
available, it may be on terms unacceptable to us.
We expect no Year 2000 problems, as our business is not dependent upon
any computer. However, the business we acquire could experience interruptions in
its business and significant losses if it or its customers or vendors rely on
computer information systems that are unable to accurately process dates
beginning on January 1, 2000.
RELATED PARTY TRANSACTIONS
A conflict of interest may arise between management's personal
financial benefit and management's fiduciary duty to you. You should note that
our officer, director present shareholders, and their affiliates or associates
can purchase up to 80% of the stock in this offering and thus may own 98.03% of
us after the offering is completed. They would therefore have continuing
control. Further, management's interest in their own financial benefit may at
some point compromise their fiduciary duty to you. Any remedy available under
the laws of Florida, if management's fiduciary duties are compromised, will most
likely be prohibitively expensive and time consuming.
Neither our officer, director, or promoters, and or other affiliates of
us, have had any preliminary contact or discussions with any representative of
any other company or business regarding the possibility of an acquisition or
merger with us.
We have established a policy that prohibits transactions with or
payment of anything of value to any present officer, director, promoter or
affiliate or associate or any company that is in any way or in any amount
beneficially owned by any of our officer, director, promoter or affiliate or
associate, except as follows:
o We owe our president, Douglas E. Greer, $25,000 in salary. It is
anticipated that a portion of the funds released from escrow will
be used to pay this obligation. If less than the maximum proceeds
are raised, a portion of this accrued liability may have to be
borne by the acquisition candidate who must agree to pay this debt
in the acquisition agreement.
Our director and officer is or may become, in his individual capacity,
an officer, director, controlling shareholder and/or partner of other entities
engaged in a variety of businesses. Douglas E. Greer is engaged in business
activities outside of us, and the amount of time he will devote to our business
will only be about five (5) to twenty (20) hours each per month. There exists
potential conflicts of interest including allocation of time between us and such
other business entities.
23
<PAGE>
Management is not aware of any circumstances under which the policies
described in this section, or any other section, of this prospectus, through
their own initiative, may be changed.
DESCRIPTION OF CAPITAL STOCK
- --------------------------------------------------------------------------------
Authorized Capital Stock Under Our Shares Of Capital Stock Outstanding
Articles Of Incorporation After offering
------------------------- --------------
50,000,000 shares of common stock 1,017,500 shares of common stock -
assuming all shares are sold
- -------------------------------------------------------------------------------
All significant provisions of our capital stock are summarized in this
prospectus. However, the following description isn't complete and is governed by
applicable Florida law and our articles of incorporation and bylaws. We have
filed copies of these documents as exhibits to the registration statement
related to this prospectus.
Common Stock
You have voting rights for your shares.
You and all other common stockholders may cast one vote for each share
held of record on all matters submitted to a vote. You have no cumulative voting
rights in the election of director This means, for example, that if there are
three director up for election, you cannot cast 3 votes for one director and
none for the other two director.
You have dividend rights for your shares.
You and all other common stockholders are entitled to receive dividends
and other distributions when declared by our board of director out of the assets
and funds available, based upon your percentage ownership of us. Florida law
prohibits the payment of any dividends where, after payment of the dividend, we
would be unable to pay our debts as they come due in the usual course of
business or our total assets would be less than the sum of our total liabilities
plus any amounts the law requires to be set aside. We will not pay dividends.
You should not expect to receive any dividends on shares in the near future,
even after a merger. This investment is inappropriate for you if you need
dividend income from an investment in shares.
You have rights if we go out of business.
If we go out of business, you and all other common stockholders will be
entitled to share in the distribution of assets remaining after payment of all
money we owe to others and any priority payment required to be made to our
preferred stockholders. Our director, at their discretion, may borrow funds
without your prior approval, which potentially further reduces the amount you
would receive if we go out of business.
You have no right to acquire shares of stock based upon your percentage
ownership of our shares when we sell more shares of our stock to other people.
24
<PAGE>
We do not provide our stockholders with preemptive rights to subscribe
for or to purchase any additional shares offered by us in the future. The
absence of these rights could, upon our sale of additional shares of common or
preferred stock, result in a decrease in the percentage ownership that you hold
or percentage of total votes you may cast.
Preferred Stock
Our board of director can issue preferred stock at any time with any legally
permitted rights and preferences without your approval.
Our board of director, without your approval, is authorized to issue
preferred stock. They can issue different classes of preferred stock, with some
or all of the following rights or any other legal rights they think are
appropriate, such as:
o Voting
o Dividend
o Required or optional repurchase by us
o Conversion into common stock, with or without additional payment
o Payments preferred stockholders will receive before common
stockholders if we go out of business
The issuance of preferred stock could provide us with flexibility for
possible acquisitions and other corporate purposes, but it also could render
your vote meaningless because preferred stockholders could own shares with a
majority of the votes required on any issue. Someone interested in buying our
company may not follow through with their plans because they could find it more
difficult to acquire, or be discouraged from acquiring, a majority of our
outstanding stock because we issue preferred stock.
Transfer Agent and Registrar
We are the transfer agent and registrar for our stock.
SHARES ELIGIBLE FOR FUTURE SALE
Of the shares outstanding after the offering, the 100,000 shares sold
in this offering will have been registered with the SEC and can be freely
resold, except if they are acquired by our director, executive officer or other
persons or entities that they control or who control them. Our director,
executive officer, and persons or entities that they control or who control them
will be able to sell shares of stock so long as they do so without violating SEC
rule 144. The remaining 917,000 outstanding shares have certain piggy back
registration rights at our sole option and may only be sold under the rule 144
until such time as they are registered. We have made no guarantees to any of our
existing shareholders that we will, in fact register their shares and their
shares, nor are their shares being registered in this offering.
Rule 144 provides that director, executive officer, and persons or
entities that they control or who control them may sell shares of common stock
in any three-month period in an amount limited to the greater of:
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<PAGE>
o 1% of our outstanding shares of common stock
o The average weekly trading volume in our common stock during the
four calendar weeks preceding a sale
Sales under the rule also must be made without violating:
o Manner-of-sale provisions - in the market through a broker at
current market prices
o Notice requirements - forms must be filed with the SEC
o Requirement of availability of public information about us -
current in filing required SEC reports.
We cannot predict the effect that sales of shares or the availability
of shares for sale will have on the any market price that may exist for our
common stock after completion of the offering. It is likely that sales of
substantial amounts of our common stock in the public market could drive our
stock price down.
MANAGEMENT
The following table and subsequent discussion sets forth information
about our director and executive officer, who will serve in the same capacity
with us upon completion of the offering, but will resign upon the closing of the
merger. Mr. Greer was elected to serve as a director and President on May 27,
1999.
Name Age Title
- ---- --- -----
Douglas E. Greer 39 President, Treasurer and Director
Douglas E. Greer serves as our President and sole member of the Board
of Director. Mr. Greer's responsibilities will include management of our
operations as well as our administrative and financial activities. Since January
1996, Mr Greer is a Licensed Mortgage Broker and has served as President of
Merlin Ventures, Inc., D.B.A. Mortgage 2000, a licensed mortgage lending
organization providing "one-stop" shopping and "point-of-sale" financing for
home buyers of residential real estate. Responsibilities include formulation and
development of operations and acquisitions management, marketing of loan
products, management of Loan Origination function, network implementation and
administration, and strategic planning and operations. From January 1994 to
November 1995 Mr. Greer served as Senior Vice President of SC Funding,
Corporation, Costa Mesa, Calfornia, his responsibilities included management of
secondary marketing department pipeline & risk management, product development,
investor relations (including FNMA,FHLMC,GE Capital and warehouse lenders), MBS
trading and corporate strategic planning. (loan pipeline $200,000,000 with
annual loan production of $1,200,000,000). From July 1992 to January 1994 Mr
Greer Served as Executive Vice President of Affordable Mortgagee Corp.,
Wappingers Falls, New York, his responsibilities: manager secondary marketing
department, manager closing & shipping department supervisor of post closing &
document control department, supervision of computer processing/closing and
pipeline control system, "Supervisor Novell Network" (Company Annual loan
production $175,000,000).
Mr. Greer attended University of Miami, Coral Gables, Florida, majoring
in Business Administration and Finance. Mr. Greer's Additional Professional
Experience Include From 1983-
26
<PAGE>
1986 Mr . Greer was a Registered Representative N.A.S.D. Advest Inc. Hallandale
Fl., From 1980-1982 Mr. Greer was a Loan Officer Bank Of Boston Mortgage
Corp.(S.W.D.) Miami, Fl.
Mr. Greer has working knowledge of computer networks and advanced
communication systems, software and software development experience, extensive
experience in corporate asset acquisition transactions, financing strategies,
contracts and corporate strategic management and planning. His INFORMATION
SYSTEMS EXPERIENCE includes: Software: Windows NT 4.0,Novell Netware 3.1 1,
Lotus, Microsoft Excel, Windows95/98, Word, Access, Publisher, DOS, PC Anywhere,
facsys, Fox Pro, 4.0 Desk Top Publishing Mortgage, Software: Contour, T.I.M.E.,
Mortgage Flex., FICS, Genesis 2000, Act 4.0, Hardware: Working knowledge of
computer network design, wiring, installation PC construction, enhancement and
repair remote printing, T-I and IS DN digital data transfer and communication
systems and hardware.
Our director will hold office until the next annual meeting of
shareholders and the election of his successor. Our Director receives no
compensation for serving on the board other than reimbursement of reasonable
expenses incurred in attending meetings. Officer are appointed by the board and
serve at their discretion.
Executive Compensation
The following table sets forth all compensation awarded to, earned by,
or paid for services rendered to us in all capacities during the fiscal year
ended December 31, 1998, by our executive officer or others whose salary and
bonus for fiscal year 1998 exceeded $100,000.
Summary Compensation Table
Long-Term Compensation Awards
<TABLE>
<CAPTION>
Name and Principal Position Annual Compensation -
- --------------------------- ---------------------
1998
----
Number of Shares Underlying
Salary ($) Bonus ($) Options (#)
---------- --------- -----------
<S> <C> <C> <C>
Douglas E. Greer, President None None None
</TABLE>
We have a written employment agreement with Douglas E. Greer to pay
$25,000 of salary for all services rendered and to be rendered from May 27, 1999
until the acquisition closes. This debt will be paid from a portion of the funds
raised in this offering, which will be released from escrow. If less than the
maximum proceeds are raised, a portion of this accrued liability may have to be
borne by the acquisition candidate.
Except as described above, we will not pay any of the following types
of compensation or other financial benefit to our management or current
stockholders:
o Consulting Fees
o Finders' Fees
o Sales of insiders' stock positions in whole or in part to the
private company, the blank check company and/or principals thereof
27
<PAGE>
o Any other methods of payments by which management or current
shareholders receive funds, stock, other assets or anything of
value whether tangible or intangible
These provisions are the subject of a Mr. Greer's employment agreement
between Mr. Greer and the Board of Directors. Management is not aware of any
circumstances under which this policy, through their own initiative, may be
changed.
Blank Check Companies
Our management has not been involved in any previous blind pool or
blank check offerings
Management Involvement
We have conducted no business as of yet. Mr. Greer will be the primary
person involved in locating an acquisition candidate by speaking to business
associates and acquaintances and searching the New York Times, the Wall Street
Journal, other business publications and the Internet for acquisition
candidates.
Management Control
Management may not divest themselves of ownership and control of us
prior to the closing of an acquisition or merger transaction. This policy is
based on an unwritten agreement among management. Management is not aware of any
circumstances under which such policy through their own initiative may be
changed.
Statement Concerning Indemnification
Our director is bound by the general standards for director provisions
in Florida law. These provisions allow our director in making decisions to
consider any factors as they deems relevant, including our long-term prospects
and interests and the social, economic, legal or other effects of any proposed
action on the employees, suppliers or our customers, the community in which the
we operate and the economy. Florida law limits our director's liability.
We have agreed to indemnify all our director, meaning that we will pay
for damages they incur for properly acting as director. The SEC believes that
this indemnification may not be given for violations of the Securities Act that
governs the distribution of our securities.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to director, officer or persons controlling the registrant
under the foregoing provisions, the registrant has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against the public policy as expressed in the Securities Act and is therefore,
unenforceable.
PRINCIPAL SHAREHOLDERS
The following table sets forth information about our current
shareholders. The person named below has sole voting and investment power with
respect to the shares. The numbers in the table reflect shares of common stock
held as of the date of this prospectus. The numbers in this table
28
<PAGE>
assume 1,017,500 shares of common stock outstanding following the offering:
<TABLE>
<CAPTION>
Shares Owned Percentage
------------------------------------------ ------------------------------------------
Before offering After offering Before offering After offering
--------------- -------------- --------------- --------------
<S> <C> <C> <C> <C>
Douglas E. Greer. 500,000 500,000 54.50% 49.14%
All director and 500,000 500,000 54.50% 49.14%
officer as a
group - 1 person
</TABLE>
Mr. Greer may be deemed our promoter, as that term is defined under the
Securities Act.
CERTAIN TRANSACTIONS
The following table sets forth information regarding all securities
sold by us since our inception on April 5, 1999.
<TABLE>
<CAPTION>
Aggregate
Purchase Price
Date Of Title Of Number Of And Form Of
Class Of Purchasers Sale Securities Securities Consideration
------------------- ---- ---------- ---------- -------------
<S> <C> <C> <C> <C>
Douglas E. Greer 4/06/99 Common Stock 500,000 $5,000.00
Michael William 4/06/99 Common Stock 50,000 $500.00
Cordell Adams 4/06/99 Common Stock 25,000 $250.00
Donat C. Aubuchon 4/06/99 Common Stock 12,500 $125.00
Laurie C. Aubuchon 4/06/99 Common Stock 12,500 $125.00
Anthea Bojar 4/06/99 Common Stock 12,500 $125.00
Kenneth Burdin and Lois Peterson 4/06/99 Common Stock 25,000 $250.00
Kenneth Burdin 4/06/99 Common Stock 25,000 $250.00
Daniel Cohen 4/06/99 Common Stock 25,000 $250.00
Marvin Davis 4/06/99 Common Stock 12,500 $125.00
Ernest and Pauline Fermanis 4/06/99 Common Stock 12,500 $125.00
Gary Kania 4/06/99 Common Stock 25,000 $250.00
Prakash Patel 4/06/99 Common Stock 25,000 $250.00
Sanjay Patel 4/06/99 Common Stock 25,000 $250.00
Hudson Powell 4/06/99 Common Stock 25,000 $250.00
Rick Gates Ireland 4/06/99 Common Stock 25,000 $250.00
Joseph Sussman 4/06/99 Common Stock 25,000 $250.00
David Baddour 4/06/99 Common Stock 5,000 $50.00
Ronald and Elizabeth Krochak 5/04/99 Common Stock 55,000 $25,000.00
</TABLE>
All sales were made in reliance on Section 4(2) of the Securities Act.
These sales were made without general solicitation or advertising. Each
purchaser was an accredited investor with access to all relevant information
necessary to evaluate the investment and represented to the Registrant that the
shares were being acquired for investment.
The founder, Nicholas A. Natale had 500,000 shares of common stock
which were sold to Douglas E. Greer for $5,000.
29
<PAGE>
WHERE CAN YOU FIND MORE INFORMATION?
We have not previously been required to comply with the reporting
requirements of the Exchange Act. We have filed a registration statement with
the SEC on form SB-2 to register the offer and sale of the shares. This
prospectus is part of that registration statement, and, as permitted by the
SEC's rules, does not contain all of the information in the registration
statement. For further information about us and the shares offered under this
prospectus, you may refer to the registration statement and to the exhibits and
schedules filed as a part of the registration statement. You can review the
registration statement and its exhibits and schedules at the public reference
facility maintained by the SEC at Judiciary Plaza, Room 1024, 450 Fifth Street,
N.W., Washington, D.C. 20549 and at the regional offices of the SEC at 7 World
Trade Center, Suite 1300, New York, New York 10048 and Citicorp Center, Suite
1400, 500 West Madison Street, Chicago, Illinois 60661. Please call the SEC at
1-800-SEC-0330 for further information on the public reference room. The
registration statement is also available electronically on the World Wide Web at
http://www.sec.gov.
You can also call or write us at any time with any questions you may
have. We'd be pleased to speak with you about any aspect of our business and
this offering.
MARKET FOR OUR COMMON STOCK
Prior to the date hereof, there has been no trading market for our
common stock. Under the requirements of Rule 15g-8 of the Exchange Act, a
trading market will not develop prior to or after the effectiveness of this
prospectus or while the common stock under this offering is maintained in
escrow. The common stock under this offering will remain in escrow until our
closing of a business combination under the requirements of Rule 419. There is
currently one holder of our outstanding common stock. The outstanding common
stock was sold in reliance upon an exemption from registration contained in
Section 4(2) of the Securities Act. Assuming our officer, director, current
shareholders and any of their affiliates or associates purchase 80% of the
shares in this offering, which is their current intention, current shareholders
will own 98.03% of the outstanding shares upon completion of the offering. As a
result, there is no likelihood of an active public trading market, as that term
is commonly understood, developing for the shares. There can be no assurance
that a trading market will develop upon the closing of a business combination
and the subsequent release of the common stock and other escrowed shares from
escrow. To date, neither we nor anyone acting on our behalf has taken any
affirmative steps to retain or encourage any broker dealer to act as a market
maker for our common stock. Further, there have been no discussions or
understandings, preliminary or otherwise, between us or anyone acting on our
behalf and any market maker regarding the participation of any such market maker
in the future trading market, if any, for our common stock.
Present management does not anticipate that any such negotiations,
discussions or understandings shall take place prior to the execution of an
acquisition agreement. Management expects that discussions in this area will
ultimately be initiated by the party or parties controlling the entity or assets
which we may acquire. Such party or parties may employ consultants or advisors
to obtain such market maker, but our management has no intention of doing so at
the present time.
There are no outstanding options or warrants to purchase, or securities
convertible into, our common equity. The 917,500 shares of our common stock
currently outstanding are restricted securities as that term is defined in the
Securities Act. Under Rule 144 of the Securities Act, if all the shares being
offered hereto are sold, the holders of the restricted securities may each sell
a portion
30
<PAGE>
of their shares during any three (3) month period after April 6, 2000. The
holders of the restricted securities are entitled to certain piggyback
registration rights which may only be exercised at our election. The exercise of
such rights will enable the holders of the restricted securities to sell their
shares prior to such date. We are offering 100,000 shares of our common stock at
$1.00 per share. Dilution to the investors in this offering shall be
approximately $0.88 per share.
REPORTS TO STOCKHOLDERS
We intend to furnish our stockholders with annual reports containing
audited financial statements as soon as practicable at the end of each fiscal
year. Our fiscal year ends on December 31st.
PLAN OF DISTRIBUTION
We offer the right to subscribe for 100,000 shares at $1.00 per share.
We propose to offer the shares directly on a best efforts, no minimum basis, and
no compensation is to be paid to any person for the offer and sale of the
shares.
Our President plans to distribute prospectuses related to this
offering. We estimate approximately 100 to 200 prospectuses shall be distributed
in such a manner. He intends to distribute prospectus to acquaintances, friends
and business associates.
The offering shall be conducted by our president. Although he is an
associated person of us as that term is defined in Rule 3a4-1 under the Exchange
Act, he is deemed not to be a broker for the following reasons:
o He is not subject to a statutory disqualification as that term is
defined in Section 3(a)(39) of the Exchange Act at the time of his
participation in the sale of our securities.
o He will not be compensated for his participation in the sale of
our securities by the payment of commission or other remuneration
based either directly or indirectly on transactions in securities.
o He is not an associated person of a broker or dealers at the time
of his participation in the sale of our securities.
o He will restrict his participation to the following activities:
1. Preparing any written communication or delivering such
communication through the mails or other means that does not
involve oral solicitation by him of a potential purchaser;
2. Responding to inquiries of a potential purchasers in a
communication initiated by the potential purchasers, provided
however, that the content of such responses are limited to
information contained in a registration statement filed under
the Securities Act or other offering document;
3. Performing ministerial and clerical work involved in effecting
any transaction.
31
<PAGE>
As of the date of this Prospectus, no broker has been retained by us
for the sale of securities being offered. In the event a broker who may be
deemed an underwriter is retained by us, an amendment to our registration
statement will be filed.
Neither we nor anyone acting on our behalf including our shareholders,
officer, director, promoters, affiliates or associates will approach a market
maker or take any steps to request or encourage a market in these securities
either prior or subsequent to an acquisition of any business opportunity. There
have been no preliminary discussions or understandings between us or anyone
acting on our behalf and any market maker regarding the participation of any
such market maker in the future trading market, if any, for our securities, nor
do we have any plans to engage in such discussions. We do not intend to use
consultants to obtain market makers. No member of management, promoter or anyone
acting at their direction will recommend, encourage or advise you to open
brokerage accounts with any broker-dealer that is obtained to make a market in
the shares subsequent to the acquisition of any business opportunity. Investors
in this offering shall make their own decisions regarding whether to hold or
sell their shares. We shall not exercise any influence over your decisions.
Arbitrary Determination of Offering Price
The initial offering price of $1.00 per share has been arbitrarily
determined by us, and bears no relationship whatsoever to our assets, earnings,
book value or any other objective standard of value.
Among the factors considered by us were:
o The lack of operating history
o The proceeds to be raised by the offering
o The amount of capital to be contributed by the public in
proportion to the amount of stock to be retained by present
stockholders
o The current market conditions in the over-the-counter market
Possible Lack of Market for Your Shares
Under Rule 419, all securities purchased in an offering by a blank
check company, as well as securities issued for an offering to underwriters,
promoters or others as compensation or otherwise, must be placed in the Rule 419
escrow account. These securities will not be released from escrow until the
closing of a merger or acquisition as provided for in Rule 419. There is no
present market for our common stock of us and there may not be any active and
liquid public trading market developing following the release of securities from
the Rule 419 account. Thus, shareholders may find it difficult to sell their
shares. To date, neither we nor anyone acting on our behalf has taken any
affirmative steps to request or encourage any broker dealer to act as a market
maker for our common stock. Further, there have been no discussions or
understandings, preliminary or otherwise, between us or anyone acting on our
behalf and any market maker regarding the participation of any such market maker
in the future trading market, if any, for our common stock. Our present
management has no intention of seeking a market maker for our common stock at
any time prior to the reconfirmation offer to be conducted prior to the closing
of a business combination. Our officer after the closing of a business
combination may employ consultants or advisors to obtain such market makers.
Management expects that discussions in this area will ultimately be initiated by
the management in control of the entity after a business combination is
reconfirmed by the stockholders.
32
<PAGE>
Method of Subscribing
Persons may subscribe by filling in and signing the subscription
agreement and delivering it, prior to the expiration date, to us. The
subscription price of $1.00 per share must be paid in cash or by check, bank
draft or postal express money order payable in United States dollars to our
order. You may not pay in cash.
LEGAL PROCEEDINGS
We not a party to or aware of any pending or threatened lawsuits or
other legal actions.
LEGAL MATTERS
The validity of the shares offered under this prospectus is being
passed upon for us by Shustak Jalil and Heller, New York, New York.
EXPERTS
Our financial statements as of the period ended May 31, 1999 and period
ended September 30, 1999, included in this prospectus and in the registration
statement, have been so included in reliance upon the reports of Harvey
Judkowitz, independent certified public accountant, included in this prospectus,
and upon the authority of said firm as experts in accounting and auditing.
33
<PAGE>
INDEX TO FINANCIAL STATEMENTS
ACQUIREU.COM, INC.
Audited Financial Statements
At May 31, 1999
Page
Report of Independent Auditors...............................................F-3
Balance Sheet at May 31, 1999................................................F-4
Statement of Operations for the Period
April 5, 1999 to May 31, 1999.............................................F-5
Statement of Stockholders' Equity for the Period
April 5, 1999 to May 31, 1999.............................................F-5
Statement of Cash Flows for the Period
April 5, 1999 to May 31, 1999.............................................F-6
Notes to Financial Statements................................................F-7
At September 30, 1999
Report of Independent Auditors...............................................F-8
Balance Sheet at September 30, 1999..........................................F-9
Statement of Operations for the Period
April 5, 1999 to September 30, 1999......................................F-11
Statement of Stockholders' Equity for the Period
April 5, 1999 to September 30, 1999......................................F-11
Statement of Cash Flows for the Period
April 5, 1999 to September 30, 1999......................................F-12
Notes to Financial Statements...............................................F-13
F-1
<PAGE>
ACQUIREU.COM, INC.
BALANCE SHEET
MAY 31, 1999
F-2
<PAGE>
Harvey Judkowitz
CERTIFIED PUBLIC ACCOUNTANT
- --------------------------------------------------------------------------------
10220 S.W. 124 Street (305) 378-1948
Miami, Florida 33176 Fax: (305) 253-6266
The Board of Directors ACQUIREU.COM, INC.
I have audited the accompanying balance sheet of ACQUIREU.COM, INC. as of May
31, 1999 and the statements of operations, stockholders equity and cash flows
for the period April 5, 1999 (date of inception) to May 31, 1999 This financial
statement is the responsibility of the Company's management. My responsibility
is to express an opinion on this financial statement 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 ACQUIREU.COM, INC. as of May 31,
1999, and the results of its operations and cash flows for the period April 5,
1999 (date of inception) to May 31, 1999 in conformity with generally accepted
accounting principles.
/s/Harvey Judkowitz
- ---------------------------
Harvey Judkowitz
Certified Public Accountant
Miami, Florida
August 29, 1999
F-3
<PAGE>
ACQUIREU.COM, INC.
BALANCE SHEET
MAY 31, 1999
ASSETS
Current assets
Cash $ 28,175
Subscriptions receivable 500
--------
Total current assets 28,675
--------
Deferred offering costs 5,000
--------
$ 33,675
========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accrued payroll $ 25,000
--------
Total current liabilities 25,000
--------
Stockholders' equity
Common stock, 50,000,000 shares par value $.001
authorized, 867,500 shares issued and outstanding
and 50,000 shares subscribed and unissued $ 918
Additional paid-in capital 32,757
Deficit (25,000)
--------
8,675
--------
$ 33,675
========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
FINANCIAL STATEMENTS
F-4
<PAGE>
ACQUIREU.COM, INC.
STATEMENT OF OPERATIONS
FOR THE PERIOD APRIL 5, 1999
(DATE OF INCEPTION)
TO
MAY 31, 1999
Officers payroll $25,000
--------
Net loss ($25,000)
========
Net loss per share ($.027)
=========
ACQUIREU.COM, INC.
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD APRIL 5, 1999
(DATE OF INCEPTION)
TO
MAY 31, 1999
Additional
paid in
Shares $ capital Deficit
------- ---------- --------- -------
Sale of Common stock 917,500 $ 918 $ 32,757
Net loss for period ($ 25,000)
-------- ---------- -------- ---------
Balance May 31, 1999 917,500 $ 918 $ 32,757 ($ 25,000)
========= ========== ======== =========
F-5
<PAGE>
FINANCIAL STATEMENTS
ACQUIREU.COM, INC.
STATEMENT OF CASH FLOWS
FOR THE PERIOD APRIL 5, 1999
(DATE OF INCEPTION)
TO
MAY 31, 1999
CASH USED FOR OPERATIONS
Net loss ($25,000)
Adjustments to reconcile net loss to net cash
used for operations.
Increase in deferred offering costs (5,000)
Increase in accrued payroll 25,000
-------
Net cash used for operations (5,000)
-------
CASH FLOW FROM FINANCING ACTIVITIES
Sale of common stock 33,675
less subscription receivable (500)
Net cash provided by financing activities 33,175
-------
NET INCREASE IN CASH AND CASH ON HAND
AT MAY 31, 1999 $28,175
========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
FINANCIAL STATEMENTS
F-6
<PAGE>
ACQUIREU.COM, INC
NOTES TO FINANCIAL STATEMENTS
MAY 31, 1999
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
Business - The Company was incorporated in the state of Florida on April 5, 1999
and is in the business of conducting internet related activities. There was no
activity with the Company during this period. The Company has adopted a fiscal
year end of December 31.
Use of estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and use assumptions that affect certain reported amounts. Actual amounts could
differ from those estimates.
Cash equivalents - Cash equivalents include non-equity short-term investments
with original maturity dates of 90 days or less.
Loss per share - Loss per share is determined by dividing the net loss by the
number of shares outstanding throughout the period.
NOTE 2: CAPITAL TRANSACTIONS
The Company received subscriptions for 917,500 shares of its common stock for a
total of $33,675.All but $500 for 50,000 shares had been received at May 31. The
remaining $500 was received on June 1, 1999.
NOTE 3: DEFERRED OFFERING COSTS
The Company has deferred offering costs in the amount of $5,000 in connection
with a common stock offering of 100,000 shares for $100,000. If the offering is
successful, the $5,000 will be offset against additional paid in capital. if the
offering is not successful, the amount will be charged to operations.
F-7
<PAGE>
Harvey Judkowitz
CERTIFIED PUBLIC ACCOUNTANT
- --------------------------------------------------------------------------------
10220 S.W. 124 Street (305) 378-1948
Miami, Florida 33176 Fax: (305) 253-6266
The Board of Directors
ACQUIREU.COM, INC.
I have audited the accompanying balance sheet of ACQUIREU.COM, INC. as of
September 30, 1999 and the statements of operations, stockholders equity and
cash flows for the period April 5, 1999 (date of inception) to September 30,
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.
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 ACQUIREU.COM, INC. as of May 31,
1999, and the results of its operations and cash flows for the period April 5,
1999 (date of inception) to May 31, 1999 in conformity with generally accepted
accounting principles.
Harvey Judkowitz
Certified Public Accountant
Miami, Florida
December 3, 199
F-8
<PAGE>
ACQUIREU.COM, INC.
BALANCE SHEET
SEPTEMBER 30, 1999
F-9
<PAGE>
ACQUIREU.COM, INC.
BALANCE SHEET
SEPTEMBER 30, 1999
ASSETS
Current assets
Cash $ 20,081
----------
Total current assets 20,081
----------
Deferred offering costs 10,000
----------
$ 30,081
==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accrued payroll $ 25,000
----------
Total current liabilities 25,000
==========
Stockholders' equity
Common stock, 50,000,000 shares par value $.001
authorized, 917,500 shares issued
and outstanding $ 918
Additional paid-in capital 32,757
Deficit (28,594)
----------
5,081
----------
$ 30,081
==========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
FINANCIAL STATEMENTS
F-10
<PAGE>
ACQUIREU.COM, INC.
STATEMENT OF OPERATIONS
FOR THE PERIOD APRIL 5, 1999
(DATE OF INCEPTION)
TO
SEPTEMBER 30, 1999
Officers payroll $ 25,000
Other general and administrative expense 3,594
----------
Net loss $ (28,594)
==========
Net loss per share $ (.03)
==========
ACQUIREU.COM, INC.
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD APRIL 5, 1999
(DATE OF INCEPTION)
TO
SEPTEMBER 30, 1999
Additional
paid in
Shares $ capital Deficit
--------- ---------- ------------ -------
Sale of Common stock 917,500 $ 918 $ 32,757
Net loss for period $ (28,594)
--------- ---------- -------- ---------
Balance May 31, 1999 917,500 $ 918 $ 32,757 $ (28,594)
========= ========== ======== =========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
FINANCIAL STATEMENTS
ACQUIREU.COM, INC.
F-11
<PAGE>
STATEMENT OF CASH FLOWS
FOR THE PERIOD APRIL 5, 1999
(DATE OF INCEPTION)
TO
SEPTEMBER 30, 1999
CASH USED FOR OPERATIONS
Net loss $ (28,594)
Adjustments to reconcile net loss to net cash
used for operations.
Increase in deferred offering costs (10,000)
Increase in accrued payroll 25,000
---------
Net cash used for operations (13,594)
---------
CASH FLOW FROM FINANCING ACTIVITIES
Sale of common stock 33,675
---------
Net cash provided by financing activities 33,675
---------
NET INCREASE IN CASH AND CASH ON HAND
AT SEPTEMBER 30, 1999 $ 20,081
=========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
FINANCIAL STATEMENTS
F-12
<PAGE>
ACQUIREU.COM, INC
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
Business - The Company was incorporated in the state of Florida on April 5, 1999
and is in the business of conducting internet related activities. There was no
activity with the Company during this period. The Company has adopted a fiscal
year end of December 31.
Use of estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and use assumptions that affect certain reported amounts. Actual amounts could
differ from those estimates.
Cash equivalents - Cash equivalents include nonequity short-term investments
with original maturity dates of 90 days or less.
Loss per share - Loss per share is determined by dividing the net loss by the
number of shares outstanding throughout the period.
NOTE 2: CAPITAL TRANSACTIONS
The Company received subscriptions for 917,500 shares of its common stock for a
total of $33,675.
NOTE 3: DEFERRED OFFERING COSTS
The Company has deferred offering costs in the amount of $10,000 in connection
with a common stock offering of 100,000 shares for $100,000. If the offering is
successful, the $10,000 will be offset against additional paid in capital. if
the offering is not successful, the amount will be charged to operations.
NOTE 4: LEASE
The Company leases office space on a month to month basis. Rent expenses for the
period ended September 30, 1999 was $800.
F-13
<PAGE>
No dealer, salesman or any other person has been
authorized to give any information or to make any
representations other than those contained in this ACQUIREU.COM, INC.
Prospectus, and, if given or made, such information or
representations must not be relied on as having been 100,000 Shares of
authorized by Acquireu.com, Inc. This Prospectus Common Stock
does not constitute an offer to sell or a solicitation
of an offer to buy, by any person in any jurisdiction in
which it is unlawful for such person to make such offer
or solicitation. Neither the delivery of this Prospectus
nor any offer, solicitation or sale made hereunder, shall
under any circumstances create an implication that the
information herein is correct as of any time subsequent
to the date of the Prospectus.
--------------------
Until ______________, 1999 (ninety days after the date
funds and securities are released from the escrow account
pursuant to Rule 419), all dealers effecting transactions
in the registered securities, whether or notparticipating
in the distribution thereof, may be required to deliver
a Prospectus. This is in addition to the obligation of
dealers to deliver a Prospectus when acting as
Underwriters and with respect to their unsold allotment
or subscriptions. _____________
PROSPECTUS
_____________
__________, 1999
<PAGE>
PART II -
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 24. Indemnification of Director and Officer.
The information required by this Item is incorporated by reference to
"Management - Statement Concerning Indemnification" in the Prospectus herein.
Item 25. Other Expenses of Issuance and Distribution.
Amount to be Paid
-----------------
SEC Registration Fee $ 28
Blue Sky Fees and Expenses $ 1,000
Legal Fees and Expenses $ 5,000
Printing and Engraving Expenses $ 1,000
Accountants' Fees and Expenses $ 1,500
Miscellaneous $ 1,500
-------
Total $10,028
=======
The foregoing expenses, except for the SEC fees, are estimated.
Item 26. Recent Sales of Unregistered Securities.
The following sets forth information relating to all previous sales of
Common Stock by the Registrant which sales were not registered under the
Securities Act:
The following table sets forth information regarding all securities
sold by us since our inception on April 5, 1999.
<TABLE>
<CAPTION>
Aggregate
Purchase Price
Date Of Title Of Number Of And Form Of
Class Of Purchasers Sale Securities Securities Consideration
------------------- ---- ---------- ---------- -------------
<S> <C> <C> <C> <C>
Douglas E. Greer 4/06/99 Common Stock 500,000 $5,000.00
Michael William 4/06/99 Common Stock 50,000 $500.00
Cordell Adams 4/06/99 Common Stock 25,000 $250.00
Donat C. Aubuchon 4/06/99 Common Stock 12,500 $125.00
Laurie C. Aubuchon 4/06/99 Common Stock 12,500 $125.00
Anthea Bojar 4/06/99 Common Stock 12,500 $125.00
Kenneth Burdin and Lois Peterson 4/06/99 Common Stock 25,000 $250.00
Kenneth Burdin 4/06/99 Common Stock 25,000 $250.00
Daniel Cohen 4/06/99 Common Stock 25,000 $250.00
Marvin Davis 4/06/99 Common Stock 12,500 $125.00
Ernest and Pauline Fermanis 4/06/99 Common Stock 12,500 $125.00
Gary Kania 4/06/99 Common Stock 25,000 $250.00
Prakash Patel 4/06/99 Common Stock 25,000 $250.00
Sanjay Patel 4/06/99 Common Stock 25,000 $250.00
Hudson Powell 4/06/99 Common Stock 25,000 $250.00
Rick Gates Ireland 4/06/99 Common Stock 25,000 $250.00
Joseph Sussman 4/06/99 Common Stock 25,000 $250.00
David Baddour 4/06/99 Common Stock 5,000 $50.00
Ronald and Elizabeth Krochak 5/04/99 Common Stock 50,000 $25,000.00
</TABLE>
II-1
<PAGE>
All sales were made in reliance on Section 4(2) of the Securities Act.
These sales were made without general solicitation or advertising. Each
purchaser was a sophisticated investor with access to all relevant information
necessary to evaluate the investment and represented to the Registrant that the
shares were being acquired for investment.
The founder, Nicholas A. Natale had 500,000 shares of common stock
which were sold to Douglas E. Greer for $5,000.
Item 27. Exhibits.
The following exhibits are filed with this Registration Statement:
Number Exhibit Name
- ------ ------------
1 Escrow Agreement in Accordance with Rule 419 under the Securities
Act of 1933, as amended**
3.1 Articles of Incorporation, as amended*
3.2 By-Laws**
4.1 Specimen Common Stock Certificate
5 Opinion Regarding Legality*
10 Employment Agreement of Doug Greer
23.1 Consent of Counsel*
23.2 Consent of Expert
27 Financial Data Schedule
99.1 Subscription Agreement*
*To Be Filed by Amendment
**Previously Filed.
All other Exhibits called for by Rule 601 of Regulation S-B are not
applicable to this filing. Information pertaining to our Common Stock is
contained in our Articles of Incorporation and By-Laws.
Item 28. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offer or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by section I 0(a)(3) of the
Securities Act of 1933, as amended; (ii) To reflect in the prospectus
any facts or events arising after the effective date of the
Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration
statement; (iii) To include any material information with respect to
the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, each such post-effective amendment that
contains a form of prospectus shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the Offering.
II-2
<PAGE>
Subject to the terms and conditions of Section 15(d) of the Exchange
Act, the undersigned Registrant hereby undertakes to file with the Securities
and Exchange Commission such supplementary and periodic information, documents,
and reports as may be prescribed by any rule or regulation of the Commission
heretofore or hereafter duly adopted under authority conferred to that section.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to director, officer, and
controlling persons of the Registrant under its Certificate of Incorporation or
provisions of Florida law, or otherwise, the Registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. If a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of
any action, suit, or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form SB-2 and has duly
caused this Amendment No. 2 to its registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized by power of attorney, in
the City of Fort Lauderdale, State of Florida, December 8, 1999.
Acquireu.com, Inc.
(Registrant)
/s/ Douglas E. Greer
----------------------------
Douglas E. Greer, President,
Treasurer, and Director
II-3
<PAGE>
Exhibit 4.1
NUMBER [GRAPHIC APPEARS HERE] SHARES
1040
ACQUIREU.COM, INC
INCORPORATED UNDER THE LAWS
OF THE STATE OF FLORIDA
AUTHORIZED 100 SHARES COMMON
STOCK, $0.001 PAR VALUE
THIS CERTIFIES THAT _______________________________________________ is the
registered holder of ______________________________________________ Shares
OF THE COMMONSTOCK OF ACQUIREU.COM, INC WHICH IS FULLY PAID AND NON-ASSESSABLE
transferable only on the books of the Corporation by the holder hereof in
person or by Attorney upon surrender of this Certificate properly endorsed.
IN WITNESS WHEREOF, the said Corporation has caused this Certificate to be
signed by its duly authorized officers and its Corporate Seal to be hereunto
affixed
this_______day of A.D.___________
- --------------------------------
PRESIDENT
<PAGE>
EMPLOYMENT AGREEMENT
AGREEMENT, dated as of May 27, 1999 between Acquireu.com, Inc., a Florida
corporation (the "Company") with its principal place of business located at 4901
NW 17th Way Suite #405 Ft. Lauderdale, Fl. 33309 and Douglas E. Greer (the
"Executive") whose address is 10888 Avenida Santa Ana Boca Raton, FL. 33498.
W I T N E S S E T H :
WHEREAS, the Company and the Executive desire that he shall be employed
by the Company as President and Chief Executive Officer and as a Director of the
Company upon the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premise and other good and
valuable consideration, receipt of which is hereby acknowledged, the parties
covenant and agree as follows:
1. Term of Employment.
The Company shall employ the Executive and the Executive accepts
employment by the Company on the terms and conditions hereof contained for a
period commencing on this date and ending one years from the date of this
Agreement. The initial period, together with any mutually agreed extensions,
shall be called the "Employment Period".
1
<PAGE>
2. Duties
(a) The Executive shall serve as the President and Chief Executive
Officer of the Company, and shall perform such services and duties for the
Company as may be reasonably assigned or delegated to him by the Board of
Directors of the Company in such areas consistent with the Executive's position
as the Board of Directors shall designate. The Executive shall have such
reasonable responsibilities, duties, authority and control as shall be
consistent with his executive position, including such duties and authority as
would enable him to exert a reasonable degree of control in directing the
operation of the Company for which he will be responsible, subject at all times
to the ultimate authority, control and direction of the Board of Directors.
(b) The Executive shall exert a portion of his business time and best
efforts in the promotion of the Company's interests; except to the extent that
Executive is engaged in the activities disclosed to the Board of Directors which
shall not be deemed a breach of this provision.
3. Compensation.
As compensation for his services hereunder, (a) the Company shall pay
the Executive during the Employment Period a salary at the rate of Twenty Five
Thousand Dollars ($25,000) (hereinafter the "base salary") per annum.
Executive's Salary shall accrue and be payable upon the completion of the
Company's Initial Public Offering and shall be paid in full at such time,
notwithstanding whether the one year initial term has been reached.
2
<PAGE>
(b) The Company will further reimburse the Executive for all expenses
incurred by him in the performance of his duties hereunder which, if not in the
ordinary course of business and consistent with Company policy.
(c) The Executive shall be entitled to participate in all employee
benefit plans of the Company, if any, which will be available to executive
employees as of the date of this Agreement and such other plans or modifications
of existing plans as any may become effective during the Employment Period, all
consistent with Company policies and practices, generally applied. Executive
shall receive a car allowance not less than $600.00 per month plus insurance on
the car having a premium in an amount not greater than $2,000 per year as may be
provided other executives of the Company.
(d) The Executive shall be entitled to take vacations consistent with
Company policy but in any event not less than four weeks during the Executive's
first year with the Company (but that Executive hereby agrees that that vacation
will not be taken in one consecutive four week period). Unused vacation days may
not be accumulated year to year and additional compensation shall be paid for
unused vacation time.
(e) In the event of the Executive's disability (as hereinafter defined)
or death, the Executive or his estate shall receive his salary pursuant to
subsection 3(a) above No further or additional salary or compensation shall be
due the Employee or his estate, except as may otherwise be payable under such
Company benefit plans in which Employee shall be participating at that time. For
the purpose of this Agreement, disability shall mean the inability of the
Executive to render substantially all of the services of the character
contemplated by this Agreement by reason
3
<PAGE>
of physical or mental conditions due to illness, accident or mental or physical
incapacity or infirmity continuing for more than three (3) consecutive months.
In the event of a dispute, the matter shall be referred to a physician mutually
acceptable to the Company and the Executive.
4. Rights Under Other Plans and Programs.
No provision of this Agreement is intended, nor shall it be construed,
to reduce or in any way restrict, any benefit to which Executive may be entitled
under any other agreement, plan or program of the Company or its subsidiaries or
affiliates providing benefits for the Executive. Amounts which are vested
benefits or which the Executive is otherwise entitled to receive under any plan
or program of the Company shall be payable in accordance with the terms of such
plan or program.
5. Termination of Agreement.
The Company may terminate the employment of the Executive hereunder:
(i) for "cause", if the Executive has failed to comply in a material
way with his material covenants and obligations under this Agreement and such
failure continues for a period of thirty (30) days after the Executive's receipt
of written notice from the Company specifying the exact details of such alleged
failure or if the Executive has been convicted of a felony or a crime involving
moral turpitude; or
(ii) if the Executive becomes disabled (as defined in Section 3(e)
above); or
4
<PAGE>
(iii) if the Executive dies.
In the event of any termination under this Section 5, the Company shall pay to
the Executive or his estate all accrued salary through the date of such
termination and such other benefits consistent with the terms and provisions of
benefit plans in which the Employee is then participating. In addition, in the
case of termination due to disability or death, the Company shall pay the
Executive or his estate all amounts required under Section 3(e) above.
(iv) if terminated without cause, than Executive shall be paid his
salary for a period of one year following his termination, such payments to be
payable at those times that his salary would have been paid had he not been
terminated.
6. Assignment; Successors.
All of the terms of this Agreement, whether so expressed or not, shall
be binding upon the respective heirs, personal representatives, successors and
assigns of the parties hereto and shall inure to the benefit of and be
enforceable by the parties hereto and their respective heirs, personal
representatives, successors and assigns; provided, however, that this Agreement
shall not be assigned by either party hereto except as set forth herein,
provided, further, that nothing herein shall be construed so as to prevent,
prohibit or limit in any way, the change in control, sale, merger or other
business combination of the Company and any such action or similar action shall
not be deemed an assignment of this Agreement by the Company nor shall it
relieve the Company or its successors or assigns from its obligations to
Executive under this Agreement.
5
<PAGE>
7. Notices.
All notices, requests, demands and other communications hereunder must
be in writing and shall be deemed to have been duly given if personally
delivered, sent by overnight courier such as Federal Express, or if mailed by
First Class, certified mail, return receipt requested, postage and certification
or registry fees prepaid, and addressed as follows:
(a) If to Executive: Douglas E. Greer4901 NW 17th Way Suite #405 Ft.
Lauderdale, Fl. 33309
(b) If to Company: Board of Directors, Acquireu.com, Inc. 4901 NW 17th
Way Suite #405 Ft. Lauderdale, Fl. 33309
With Copy to: Richard Heller, Esq.
Shustak Jalil & Heller
545 Madison Ave.
New York, N.Y. 10022
Either party by notice in writing mailed to the other may change the
name and address to which notices, requests, demands and other communications
shall be mailed.
8. Miscellaneous.
This Agreement shall be construed and enforced in accordance with, and governed
by, the laws of the State of Florida. The parties hereby irrevocably consent to
the exclusive jurisdiction of the Courts of the State of Florida and of the
Federal Court located in such state in connection with any action or proceeding
arising out of or relating to this Agreement.
6
<PAGE>
This Agreement embodies the entire agreement and understanding between
the Company and the Executive and supersedes all prior agreements and
understandings relating to the subject matter hereof, and this Agreement may not
be modified or amended or any term or provision thereof waived or discharged
except in writing signed by the party against whom such amendment, modification,
waiver or discharge is sought to be enforced. The headings of this Agreement are
for purposes of reference only and shall not limit or otherwise affect the
meaning thereof. This Agreement may be executed in several counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.
By: /s/Douglas E. Greer
--------------------
Board Of Directors, Acquireu.com, Inc.
Douglas E. Greer, Director(s)
By: /s/Douglas E. Greer
--------------------
Douglas E. Greer
Executive
7
<PAGE>
Exhibit 23.2
Harvey Judkowitz
CERTIFIED PUBLIC ACCOUNTANT
- --------------------------------------------------------------------------------
10220 S.W. 124 Street (305) 378-1948
Miami, Florida 33176 Fax: (305) 253-6266
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
To the Securities and Exchange Commission
I hereby consent to the use of my report dated December 3, 1999 in the
Registration Statement on Form SB-2 for ACQUIREU.COM, INC. for the period ended
September 30, 1999.
Harvey Judkowitz
Certified Public Accountant
December 3, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> APR-05-1999
<PERIOD-END> MAY-31-1999
<CASH> 28,175
<SECURITIES> 0
<RECEIVABLES> 500
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 28,675
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 33,675
<CURRENT-LIABILITIES> 25,000
<BONDS> 0
0
0
<COMMON> 918
<OTHER-SE> 32,757
<TOTAL-LIABILITY-AND-EQUITY> 33,675
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 25,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (25,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (25,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (25,000)
<EPS-BASIC> (.029)
<EPS-DILUTED> (.027)
</TABLE>
