<PAGE>
As filed with the Securities and Exchange Commission on March 16, 2000.
REGISTRATION NO. 333-80041
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
Amendment No. 3
to
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
ACQUIREU.COM, INC.
(Name of Small Business Issuer in its Charter)
FLORIDA 6770 65-0909194
(STATE OR JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (IRS EMPLOYER
INCORPORATION OR CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
ORGANIZATION)
----------------------
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>
- ------------------------------------------------------------------------------------------------------------------------------------
TITLE OF EACH CLASS OF AMOUNT TO PROPOSED PROPOSED AMOUNT OF
SECURITIES TO BE REGISTERED BE MAXIMUM MAXIMUM REGISTRATION
REGISTERED OFFERING AGGREGATE FEE
PRICE OFFERING
PER SHARE PRICE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <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
<TABLE>
<CAPTION>
Item No. Required Item Location of Caption in Prospectus
- -------- ------------- ---------------------------------
<S> <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
</TABLE>
<PAGE>
<TABLE>
<S> <C>
10. Director, Executive Officer, Management and Management
Promoters and Control Persons
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
Position on Indemnification
for Securities Act Liabilities Statement as to Indemnification
15. Organization within Last Five Management, Certain Transactions
Years
16. Description of Business Proposed Business
17. Management's Discussion and
Analysis or Plan of Operation Plan of Opertion
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
Stockholders' 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
</TABLE>
<PAGE>
<TABLE>
<S> <C>
25. Other Expenses of Issuance and Other Expenses of
Distribution Issuance and Distribution
26. Recent Sales of Unregistered Recent Sales of Unregistered
Securities Securities
27. Exhibits Exhibits
28. Undertakings Undertakings
</TABLE>
<PAGE>
Subject To Completion, Dated , 2000
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 offering will expire 90 days from the date of this prospectus. The
offering may be extended for an additional 90 days at our sole election.
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 8.
---------------------
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
<TABLE>
<CAPTION>
Per share Total
--------- -----
<S> <C> <C>
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)
</TABLE>
(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 ______________, 2000
1
<PAGE>
TABLE OF CONTENTS
PROSPECTUS SUMMARY.............................................................3
LIMITED STATE REGISTRATION.....................................................4
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
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...............................................................14
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.......................................................30
PLAN OF DISTRIBUTION..........................................................30
LEGAL PROCEEDINGS.............................................................32
LEGAL MATTERS.................................................................32
EXPERTS.......................................................................32
FINANCIAL STATEMENTS.........................................................F-1
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 have 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 10888 Avenida Santa Ana, Boca Raton, Florida 33498. 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 filings in the States of Florida and New York. See "Risk Factors"
for a discussion of the resale limitations that result from this limited state
registration.
SUMMARY FINANCIAL INFORMATION
The table below contains certain summary historical financial data for
the Company. The historical financial data for the period ended December 31,
1999 has been derived from our audited financial statements appearing elsewhere
in this prospectus and should be read in conjunction with those financial
statements and notes thereto.
December 31, 1999
-----------------
INCOME STATEMENT:
Net Sales $ 0
Net Income before extraordinary items ($21,322)
Net Income ($21,322)
BALANCE SHEET (at end of period):
Working Capital $ 2,353
Total Assets $ 5,853
Total Assets less deferred research and
development charges and excess of
cost of assets acquired over book value $ 5,853
Total Indebtedness $ 3,500
Total Shareholders Equity
(Net Assets) $ 12,353
PER SHARE(1):
Income per common share before
extraordinary items $ (0.023)
Extraordinary items $ 0
Net Income per common share (at end of period) $ (0.023)
Net Income per share on a fully dilated basis $ (0.023)
(1) Number of shares of common stock outstanding during period was 917,500.
4
<PAGE>
Expiration Date
This offering will expire 90 days from the date of this prospectus. 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.
5
<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
6
<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 $3,500 accrued salary to our president, and the expenses of the offering
totaling $10,028.
7
<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 assure you of the experience or qualification of new
management either 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.
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.
8
<PAGE>
Extremely limited capitalization.
As of December 31, 1999, there were $5,853 of assets and $3,500 of
liabilities. There was $5,853 available in our treasury as of December 31, 1999.
Assuming the successful completion of 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 all such entities have significantly greater financial resources,
technical expertise and managerial capabilities than we. 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. 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.
9
<PAGE>
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.
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
10
<PAGE>
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.
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.
11
<PAGE>
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 fo 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 disbursed to us and amounts remaining in the escrow
account. In addition, we must disclose the specific amount, use
and appropriation of funds dispersed 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.
12
<PAGE>
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, 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.
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 December 31, 1999, our net tangible book value was $5,853 or
$0.013 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 December 31, 1999, would have been $5,853 or $0.10 per
share. This represents an immediate increase in net tangible book value of
$0.087 per share to existing shareholders and an immediate dilution of $0.90 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 $0.013
13
<PAGE>
Pro-forma net tangible book value per share after offering $0.10
Increase per share attributable to new investors $0.087
Pro-forma dilution per share to new investors $0.90
<TABLE>
<S> <C> <C>
Number of Shares Before Money Received For Shares Net Tangible Book Value Per
Offering Before Offering Share Before Offering
-------- --------------- ---------------------
917,500 $33,675 $.013
Total Number of Shares After Total Amount Of Money Pro-Forma Net Tangible Book
Offering Received For Shares Value Per Share After Offering
-------- ------------------- ------------------------------
1,017,500 $133,675 $.10
Pro-Forma Net Tangible Book Net Tangible Book Value Per Pro-Forma
Value Per Share After Offering Share Before Offering Increase Per Share Attributed To
------------------------------ --------------------- Shares Offered Hereby
---------------------
$.10 $.013 .087
Public Offering Price Per Share Pro-Forma Net Tangible Book Pro-Forma Dilution to Public
------------------------------- Value Per Share After Offering (Your Dilution)
------------------------------ ---------------
$1.00 $.10 (.90)
</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.
<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 contingent on the entire offering being 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 successful completion of 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.
14
<PAGE>
Amount Percent
Offering Expenses(1) $10,028 10.028%
Accrued Salaries(2) $3,500 3.5%
Working Capital $86,472 86.472%
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
$3,500 accrued salary to our president. 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 $3,500 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 _________________________________.
15
<PAGE>
CAPITALIZATION
The following table sets forth our capitalization as of December 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 21,322 21,322
Total stockholders equity 12,353 107,353
Total Capitalization 12,353 107,353
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 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.
16
<PAGE>
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 o service
o Are established businesses which may b 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
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.
17
<PAGE>
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 mad 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.
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
18
<PAGE>
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 candidat
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 u 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 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
19
<PAGE>
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.
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 month. 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.
20
<PAGE>
Facilities
We lease office space on a month to month basis. The rental expense for
the period ended December 31, 1999 was $1,300. 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 have not incurred any
expense with regard to Year 2000 issues and do not anticipate any significant
expenses in the future.
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 $3,500 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,
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 had 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
21
<PAGE>
if it or its customers or vendors rely on computer information systems that were
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. 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, 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 $3,500 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.
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 successful
completion of this offering
- --------------------------------------------------------------------------------
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
22
<PAGE>
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 directors 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 his 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.
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:
23
<PAGE>
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:
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
24
<PAGE>
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 directors. 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. His 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 in Costa Mesa, Calfornia where 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. in Wappingers Falls, New York. His responsibilities included
managing the secondary marketing and closing & shipping departments, supervising
the post closing & document control department as well as the computer
processing/closing and pipeline control system, "Supervisor Novell Network"
(company annual loan production $175,000,000).
Mr. Greer attended the University of Miami in Coral Gables, Florida
where he majored in Business Administration and Finance. From 1983-1986, Mr .
Greer was a registered representative N.A.S.D. with Advest Inc.in Hallandale,
Florida and from 1980-1982, he was a loan officer with Bank of Boston Mortgage
Corp.(S.W.D.) in Miami, Florida.
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, Windows 95/98, 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:
25
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working knowledge of computer network design, wiring, installation PC
construction, enhancement and repair remote printing, T- I and ISDN 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. Officers 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, 1999, by our executive officer or others whose salary and
bonus for fiscal year 1998 exceeded $100,000.
Summary Compensation Table
Long-Term Compensation Awards
<TABLE>
<CAPTION>
Name and Principal Position Annual Compensation -
- --------------------------- 1999
----
Salary ($) Bonus ($) Number of Shares Underlying
---------- --------- Options (#)
-------
<S> <C> <C> <C>
Douglas E. Greer, President $12,500 None None
</TABLE>
We had a written employment agreement with Douglas E. Greer to pay an
annual salary of $25,000. Since our operations have not yet commended, the
salary was reduced to $12,500 for the period April 9, 1999 to December 31, 1999.
As of year end, we paid Mr. Greer $9,000 and owe a balance of $3,500. This debt
will be paid from a portion of the funds raised in this offering, which will be
released from escrow. 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
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.
26
<PAGE>
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 our director, meaning that we will pay for
damages he incurs 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 directors, officers 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 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%
</TABLE>
27
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
All directors and 500,000 500,000 54.50% 49.14%
officers 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>
- --------------------------------------------------------------------------------------------
Class Of Purchasers Date Of Title Of Number Of Aggregate
Sale Securities Securities Purchase Price
And Form Of
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.
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
28
<PAGE>
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. 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 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
29
<PAGE>
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 $0.90 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 31.
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.
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.
30
<PAGE>
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 contribute 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.
31
<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 December 31, 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.
32
<PAGE>
INDEX TO FINANCIAL STATEMENTS
ACQUIREU.COM, INC.
Audited Financial Statements
At December 31, 1999
Page
Report of Independent Auditors...............................................F-3
Balance Sheet at December 31, 1999...........................................F-4
Statement of Operations for the Period
April 5, 1999 to December 31, 1999........................................F-5
Statement of Stockholders' Equity for the Period
April 5, 1999 to December 31, 1999.......................................F-5
Statement of Cash Flows for the Period
April 5, 1999 to December 31, 1999........................................F-6
Notes to Financial Statements................................................F-7
F-1
<PAGE>
ACQUIREU.COM, INC.
FINANCIAL STATEMENTS
DECEMBER 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
December 31, 1999 and the statements of operations, stockholders' equity and
cash flows for the period April 5, 1999 (date of inception) to December 31,
1999. This financial statement is 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 December
31, 1999, and the results of its operations and cash flows for the period April
5, 1999 (date of inception) to December 31, 1999 in conformity with generally
accepted accounting principles.
/s/Harvey Judkowitz
- ------------------------
Harvey Judkowitz
Certified Public Accountant
Miami, Florida
February 28, 2000
F-3
<PAGE>
ACQUIREU.COM, INC.
BALANCE SHEET
DECEMBER 31, 1999
ASSETS
Current assets
Cash $ 5,853
--------
Total current assets 5,853
--------
Deferred offering costs 10,000
--------
$ 15,853
--------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accrued payroll $ 3,500
--------
Total current liabilities 3,500
--------
Stockholders' equity
Common stock, 50,000,000 shares par value $.001
authorized, 917,500 shares issued
and outstanding and 50,000 shares
subscribed and unissued $ 918
Additional paid-in capital 32,757
Deficit (21,322)
--------
12,353
--------
$ 15,853
--------
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
DECEMBER 31, 1999
Officer's payroll $ 12,500
Other general and administrative expense 8,822
Net loss ($21,322)
Net loss per share ($ .023)
ACQUIREU.COM, INC.
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD APRIL 5, 1999 (DATE OF INCEPTION)
TO
DECEMBER 31, 1999
Additional
paid in
Shares $ capital Deficit
------ ------- ------- -------
Sale of Common stock 917,500 $ 918 $ 32,757 `
Net loss for period
ended December 31, 1999 ($21,322)
------ ------- ------- -------
Balance December 31, 1999 917,500 $ 918 $ 32,757 ($21,322)
F-5
<PAGE>
FINANCIAL STATEMENTS
ACQUIREU.COM, INC.
STATEMENT OF CASH FLOWS
FOR THE PERIOD APRIL 5, 1999 (DATE OF INCEPTION)
TO
DECEMBER 31, 1999
CASH USED FOR OPERATIONS
Net loss ($21,322)
Increase in accrued expenses 3,500
Cash used for operations
CASH PROVIDED BY FINANCING ACTIVITIES
Sale of common stock 33,675
Funds used for registration costs (10,000)
Cash provided by financing activities
23,675
INCREASE IN CASH AND CASH ON HAND
AT DECEMBER 31, 1999 $ 5,853
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
FINANCIAL STATEMENTS
F-6
<PAGE>
ACQUIREU.COM, INC
NOTES TO FINANCIAL STATEMENTS
DECEMBER 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. Since
inception the Company has been in the development stage and has not earned any
revenues.
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 payment for and issued 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: LEASES
The Company leases office space on a month-to-month basis. Rental expense for
the period ended December 31, 1999 was $1,300.
NOTE 5: ACCRUED SALARY
The Company had a contract to pay its president an annual salary of $25,000. Due
to the fact that operations of the Company had not commenced, the salary was
reduced to the amount of $12,500 for the period April 9, 1999 to December 31,
1999. Through the end of 1999, the Company had paid its president $9,000,
leaving a balance due of $3,500.
F-7
<PAGE>
- ------------------------------------------- ----------------------------------
No dealer, salesman or any other
person has been authorized to give any
information or to make any representations ACQUIREU.COM, INC.
other than those contained in this
Prospectus, and, if given or made, such 100,000 Shares of
information or representations must not be Common Stock
relied on as having been authorized by
Acquireu.com, Inc. This Prospectus 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 ______________, 2000 (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 not participating 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
-------------
__________, 2000
<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>
- ------------------------------------------------------------------------------------------------------------------------------------
Class Of Purchasers Date Of Title Of Number Of Aggregate
Sale Securities Securities Purchase Price
And Form Of
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**
10.1 Amendment to Employment Agreement
23.1 Consent of Counsel (to be included in Opinion Regarding Legality)
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
II-2
<PAGE>
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.
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.
II-3
<PAGE>
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. 3 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, March 16, 2000.
Acquireu.com, Inc.
(Registrant)
/s/ Douglas E. Greer
----------------------------
Douglas E. Greer, President,
Treasurer and Director
II-4
<PAGE>
AMENDMENT TO EMPLOYMENT AGREEMENT
The following is an Amendment to the Employment Agreement by between
Acquireu.com, Inc., (the Company) and Douglas E. Greer (the Executive) dated May
27, 1999. This Amendment is entered into and effective on December 15, 1999,
("Effective Date")
The following Amends Section 3 "Compensation" of the Employment Agreement
entered into on May 27, 1999 by and between the Company and the Executive to
read the following,
As compensation for his services hereunder, (a) the Company shall pay the
Executive during the Employment period a salary at a rate of Twelve Thousand
Five Hundred dollars ($12,500) (hereafter 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.
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 Greer
Executive
<PAGE>
[LETTERHEAD OF HARVEY JUDKOWITZ]
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
To the Securities and Exchange Commission
I hereby consent to the use of my report dated February 28, 2000 in the
Registration Statement on Form SB-2 for Acquireu.com, Inc. for the period ended
December 31, 1999.
/s/ Harvey Judkowitz CPA
- ---------------------------
Harvey Judkowitz
Certified Public Accountant
February 28, 2000
<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> 5,853
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 5,853
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 5,853
<CURRENT-LIABILITIES> 3,500
<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> 21,322
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (21,322)
<INCOME-TAX> 0
<INCOME-CONTINUING> (21,322)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (21,322)
<EPS-BASIC> (.023)
<EPS-DILUTED> (.023)
</TABLE>
<PAGE>
Memorandum Number: Offeree Name:
--------------------- -------------------------
- --------------------------------------------------------------------------------
acquireu.com CONFIDENTIAL
Subscription Agreement
- --------------------------------------------------------------------------------
The UNDERSIGNED hereby subscribes to purchase Twelve Thousand Five Hundred
(12,500) Common Shares of acquireu.com, Inc. a Florida Corporation, (the
"Company"). In this regard, enclosed is $125.00, which is $0.01 per Common
Share multiplied by Twelve Thousand Five Hundred (12,500), which is the number
of Common Shares purchased, as shown above. The Undersigned understands that
his/her securities may be registered in a subsequent offering and that his/her
securities have certain piggyback registration rights, which may only be
exercised at the Company's election.
In connection with its purchase, the undersigned warrants and represents the
following:
1. The Subscriber was offered the Securities by the Company for investment
purposes only, and has specifically relied on the Company in making this
investment. The offer to sell Securities was directly communicated to the
Subscriber by the Company, on and in such a manner that the Subscriber was able
to ask questions and receive satisfactory answers concerning the terms and
conditions of this investment, and at no time was the Subscriber presented with,
or solicited by, any promotional meeting, newspaper, magazine, electronic media,
radio or television advertisement or any other form of general advertising or
solicitation. The Securities were purchased directly from the Company by the
Subscriber strictly on representations from the Company and were not, without
exception, either expressed or implied, purchased from any advisor, agent, or
other representative of the Company.
2. The Subscriber acknowledges that as a founder of the Company and as an
accredited investor the Company does not have to provide information which would
be available in a registration statement filed under the Securities Act of 1933,
as amended. Such information, by way of example, includes, but is not limited
to, the following.
- --------------------------------------------------------------------------------
a) Financial and business condition of the f) Any legal proceedings;
Company;
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b) Officers, directors and promoter (if any) g) Security ownership of the
of the Company; Securities of the Company;
- --------------------------------------------------------------------------------
c) Use of proceeds from sale of the h) Description of the Securities;
Securities;
- --------------------------------------------------------------------------------
d) Business history of the Company; i) Corporate agreements, Bylaws,
Articles of Incorporation;
- --------------------------------------------------------------------------------
e) High Risk Factors associated with an j) Market information regarding
investment in the Securities; the Securities.
- --------------------------------------------------------------------------------
3. The Company was formed for the purpose of acquiring or merging with a
business or company operating within the Internet Industry. The Subscriber is
aware that the Company is subject to all the risks of a developmental stage
company. There is presently no market for the Securities offered herein nor can
there be any assurance that any market will be available in the future for such
Securities.
4. Question 4 is intended to determine whether or not you qualify as an
Accredited Investor pursuant to Regulation D promulgated under the Securities
Act of 1933, as amended;
(Initial any applicable boxes below)
- --------------------------------------------------------------------------------
I am an "accredited investor" and "not counted purchaser" because I am:
/s/LCA a) A natural person whose individual net worth, or joint net worth with
- ------ the undersigned's spouse, exceeds $1,000,000, including automobiles,
home and furnishings.
b) A natural person who had an individual income in excess of $200,000
- ------ in each of the two most recent years and who reasonably expects an
income in excess of $200,000 in the current year.
c) A natural person, who, together with their spouse, have joint income
- ------ of $300,000 in each of the two most recent years and can reasonably
expect such minimum level of income in the current year.
- --------------------------------------------------------------------------------
5. The Subscriber understands and acknowledges that the offering price of the
Securities was arbitrarily determined by the Company.
6. The Company has not made any representations regarding possible value
appreciation in the Securities.
7. The Securities are not being issued for services performed by the
Undersigned.
8. The Securities are being acquired by the Subscriber for investment with
Subscriber's own funds or property from Undersigned's own accounts as
"Restricted Securities" as that term is defined in Rule 144 of the Rules and
Regulations adopted by the Securities and Exchange Commission under the
Securities Act of 1933, as amended, and not with a view to the distribution
thereof by public sale or other disposition. The Subscriber does not intend to
subdivide Subscriber's acquisition with anyone.
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<PAGE>
9. The Subscriber understands that it must bear the economic risk of the
investment for an indefinite period of time because the Securities have not been
registered under the Securities Act of 1933, as amended, or any state securities
laws, and therefore, cannot be sold unless it is subsequently registered under
the Act and any state securities laws, or unless exemption from such
registrations are available.
10. The Subscriber understands that the Company will restrict the transfer of
the Securities in accordance with the foregoing representations.
11. The Subscriber agrees that all certificates representing Securities will
contain the following legend or a substantial equivalent:
"The securities represented by the Certificate have not been registered
under the Securities Act of 1933 (the "Act") and are "Restricted
Securities" as that Item is defined in Rule 144 under the Act. The
Securities may not be offered for sale, sold or otherwise transferred
except pursuant to an effective registration statement under the Act or
exemption from registration, the availability of which is to be established
to the satisfaction of the Company."
12. The Subscriber acknowledges and hereby agrees that the Company is under no
obligation to register or qualify the Securities under the Securities Act of
1933, as amended, and the rules and regulations adopted thereunder.
13. The Subscriber understands and hereby agrees that the Company will comply
with all valid, applicable Federal and State securities regulations.
14. The Subscriber represents and warrants that in connection with the
acquisition of the Securities, the Subscriber has had made available or
accessible to (it)(him)(her), by the Company and its officers and directors, all
information which it has deemed material to making an informed investment
decision to acquire the Securities prior to (it)(his)(her) subscription in the
Securities.
15. The Subscriber represents and warrants that it has not acted as a Purchaser
Representative for any person in connection with this purchase of Securities by
the Subscriber.
The Undersigned requests that the Securities be issued in the name of the
Undersigned and delivered to the undersigned at the address below.
I will hold title to my shares as follows: (initial one)
Community Property Joint tenancy
- ------- ------- (both must sign)
Tenants in common /s/ LCA Individual ownership
- ------- (each much sign) -------
As custodian under the State Gifts Trust or Keogh Plan
- ------- to Minors Act -------
As custodian, trustee or agent for: Partnership
- ------- -------
Corporation
-------
Other: (please describe):
-------
------------------------
INTENDING TO BE LEGALLY BOUND, the parties hereto set their hands and seals on
this 6th day of April 1999.
/s/ Laurie C. Aubuchon
- --------------------------------------- --------------------------------------
(Signature of Authorized Representative) (Signature of Subscriber) (Seal)
Laurie C. Aubuchon
- --------------------------------------- --------------------------------------
(Print Name, Title of (Print Name, Title, if applicable)
Authorized Representative)
Please type or print the following information:
1) NAME: Laurie C. Aubuchon 2) NAME:
------------------------------- ------------------------------
Unit 3E 325 East 79th Street New York NY 10021
- ----------------------------- ---------- --------- -------------
Street Address City State Zip Code
W Telephone 212-773-8874
Social Security Social Security
or Tax I.D. No. ###-##-#### or Tax I.D. No.
--------------- ---------------
Dated April 6, 1999. Dated April 6, 1999.
/s/ Laurie C. Aubuchon
- ----------------------------------- ----------------------------------
Signature Signature
- --------------------------------------------------------------------------------
Title or capacity of signing party if the subscriber is partnership,
corporation, trust or other non-individual entity.
Remittance should be payable to: AcquireU.com, Inc. Special Account
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