Preliminary Prospectus
10,000,000,000 Shares
WECAP
Web Equity Capital Co.
Common Stock
WECAP is offering 10,000,000,000 (10 billion) shares of common stock. This
is our Initial Public Offering and no public market currently exists for our
shares. The stock would be given away and be both only registered stock
(no certificates available) and non -transferable until later public offering
for cash .
No offering of stock is made to anyone until this prospectus is
"effective" by approval by Securities Exchange Commission.
Our common stock has not been approved for quotation on any exchange.
Our common stock involves risks --- see risk factors page 5.
Price $ 0.00 a share
Free Shares
Price to Public Underwriting Discount Proceeds to
Fees, Commissions WECAP
$ 0.00 $ 0.00 $ 0.00
The Securities Exchange Commission and state regulators have not approved or
disapproved these securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
Internet distribution offered directly @ wecap.com by
WECAP
(Web Equity Capital Co.)
July , 1999
Table of Contents
Page Page
Prospectus Summary ......... 3 Affiliates ........... 18
Risk Factors ............ 5 Management .......... 20
Use of Proceeds ........... 11 Principal Stockholders. 22
Dividend Policy .......... 11 Description of Capital
Capitalization ...... ....... 11 Stock ...... 23
Dilution ............... 12 Shares Eligible for
Financial Data ............... 12 Future Sale... 24
Management's Discussion
& Analysis................... 12 Underwriters.......... 24
Of Financial conditions
& Results of Legal Matters ........ 24
Operation Add'l Information..... 25
Business .................... 12 Index to Consolidated
Financial Statements.. 25
We were incorporated in Delaware on June 29, 1999. Our principal executive
offices are located at 1140 Post Road, Fairfield, CT 06430, and our
telephone number is 203- 255-2104. The information on our web site (not yet
launched but address is wecap.com) is not incorporated by reference into
this prospectus, but this prospectus will be available there (wecap.com).
You should only reply on the information contained in this prospectus. We have
not authorized anyone to provide you with information different from that
contained in this prospectus. We are offering to provide shares of common stock
free and are seeking offers to receive shares of common stock only in
jurisdictions where such offers and free stock are permitted. The Information
contained in this prospectus is accurate only as of the date of this prospectus,
regardless of the time of delivery of this prospectus or of any gift of the
common stock.
Until September 17, 1999, all dealers that refer you to our common stock,
whether or not participating in this offering may be required to deliver a
Prospectus. This delivery requirement is in addition to the obligation of
Dealers to deliver a prospectus when acting as underwriters . Note that
the original shares given away in this offering are registered stock,
non-transferable until later Public Offering for cash.
For investors outside the United Sates: we have done nothing that would permit
this offering or possession or distribution of this prospectus in any
jurisdiction where action for that purpose is required. Other than in the
United States. You are required to inform yourselves about and to observe any
restrictions relating to this offering and the distribution of this prospectus.
In this prospectus, "WECAP", "we", "us" and "our" refer to Web Equity Capital
Co. and not to any underwriter.
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PROSPECTUS SUMMARY
You should read the following summary together with the more detailed
information regarding our company and the common stock being offered in this
offering and consolidated financials (note: there are no consolidated
financials as WECAP is a new startup with no past operations) and notes
appearing elsewhere in this prospectus.
WECAP
WECAP is a startup internet based company providing at its web site
(wecap.com) three services: 1) free stock in WECAP and later, referrals
for free stock in its affiliates (only after registration(s) effective with
SEC) ; 2) low cost loans (especially credit card loans ) ; and 3) expert
market timing advice - all three to assist WECAP web site users in building
wealth.
Today, there is endless online, internet investment advice and low cost loan
offers. WECAP `s web site will provide timing for major market turns and
low cost loans at larger size and better terms than generally provided. And
begin by additionally providing free stock. . . in very substantial amount
of 500 shares to 20,000,000 WECAP web site free stock applicants.
( total - 10 billion shares) who apply and are approved after this prospectus
has become effective with the SEC . See web site.
Additionally, to interested WECAP web site users interested in frequent
use of this web site , WECAP will later provide an online shopping mall .
This providing of substantial credit , substantial free stock and better
stock market timing advice to a larger number of web site users will allow
WECAP to finance and provide a portion of the projected $1-3 trillion in
electronic commerce projected within 2-5 years.
WECAP is providing this larger free stock offering globally and working to
also provide low cost loans globally. Our objective is to capture a larger
share of electronic commerce by providing necessary financing for WECAP
web site users to purchase WECAP mall products. And provide, via the
free stock offering and market timing advice, financial support for such
loans and purchases.
While online trading has grown considerably to an estimated six million online
traders; and online traders will be WECAP web site users, the size of this
offering reflects our objective to increase that number of online traders.
And at same time provide all such traders and a large number of other persons
with sufficient financing to participate substantially in electronic commerce
at WECAP's electronic mall .
And for WECAP web site users to participate / buy at the WECAP mall being an
owner via this free stock offering of WECAP. So then the WECAP web site will
have larger traffic than a normal web site. . . as that barometer of WECAP's
web site's use (and share value) will be available to check with visit via
"counters" at the web site.
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THE OFFERING
Common stock offered ........... 10,000,000,000 shares
Common stock to be outstanding
after this offering.... 88,000,000,000 shares
Use of proceeds .................... Free stock-NO proceeds
NO NASDAQ or other exchange symbol. .
The aforegoing is based on 88,000,000,000 (88 billion) shares outstanding
as of July 15, 1999. See "Capitalization".
SUMMARY CONSOLIDATED FINANCIAL DATA
WECAP is a shell corporation just incorporated on June 29, 1999 and has
no operations but web site development including web site affiliations -
for loans, for banners / ads programs, etc.
So that there is NO CONSOLIDATED FINANCIAL DATA to disclose.
there being NO REVENUES as yet, and no material amount of "seed money"
already invested.
- 4 -
RISK FACTORS
This offering and an investment in our common stock involve a high degree of
risk. You should carefully consider the following risk factors and the other
information in this prospectus. Our business and results of operations could
be seriously harmed by any of the following risks. The value of our common
stock could decline due to any of these risks. You should consider too that
the stock is given to you for free in considering what your actual risk is.
Risks Related to Our Business
WECAP is an early stage company. Our limited, essentially non-existent
operating history make it difficult to evaluate our future prospects.
WECAP was just founded June 29, 1999 and has a very limited , essentially
non-existent operating history. Our limiting operating history makes an
evaluation of our future prospects very difficult. We began web site
development the past few weeks and our web site will be upgraded
over time, adding, as mentioned, an electronic shopping mall and other
advertisers.. So that this prospectus and viewing the web site does not show
a constant picture but an ever changing one.
We will encounter risks and difficulties frequently encountered by early-
- -stage companies in new and rapidly evolving markets. Many of these risks
are described in more detail in this Risk Factors section. We may not
successfully address any of these risks. If we do not successfully address
these risks, our business would be seriously harmed.
The market for low cost loans and for investment advice is a widely solicited
market - we need a critical mass of free stock applicants and WECAP web site
users to implement our objectives.
Last year 3 billion credit card applications were sent out so that that
business is a highly competitive business. Additionally , internet trading has
offered lower cost trading to internet investors causing considerable pressure
on investment services.
And both businesses- online investment advice and low cost online loans
(via credit cards and otherwise)-- are heavily advertised on the internet
on 1000s of the internet's 3-4 million web sites. So that there is a ocean
of web sites offering related services and this web site may not obtain
sufficient interest with web site users to be successful.
Almost all internet companies have a history of losses continuing over years.
While WECAP has planned this web site to generate via banner / ad revenue
operating income early on. internet companies almost without any exception
have instead generated losses and not just for months, but over years and years.
(And this includes the results for leading major internet companies.)
Free Stock given away in this offering may never be worth anything.
While WECAP plans for this web site / WECAP to generate substantial revenue
that depends entirely on the web site's users and no income may ever be
generated.
Our plans are for millions of WECAP web site users and WECAP stock owners to
generate larger revenues; but these plans may NEVER materialize. And then the
current value of the WECAP stock would be considered zero and remain zero -
see "Capitalization".
- 5 -
We expect to depend on Banner/ Ad revenue for the foreseeable future.
Esp in beginning months we expect our revenues to be dependent on ad /
banner revenues. Consequently the failure of these ad / banner revenues
to achieve broad market acceptance , would seriously harm our business.
Substantial capital is required to implement our business of low cost loans
esp globally.
Millions of dollars are necessary, if not billions, to implement a plan for
credit card / low cost loans globally. If revenues do not support this effect
esp allowing a later sizable offering for cash, then such plans are not doable.
Our plan calls for co-branding using other credit card and loan issuers and if
such parties are not amenable to working with us, then our business will be
harmed considerably.
Investment Market Timing Advice is useful only if accurate again and again.
Investors rely on market timing advice only if it proves useful by being
accurate over and over, again and again. WECAP plans to offer at its web site
advice of proven experts that have been accurate over years and decades...
in addition to advice by WECAP. Such advice as to market timing is followed
only if exactly accurate; and especially, if there is advice proving to be
wrong, then no WECAP web site users may continue to use that advice AT ALL..
Electronic malls are available in many places on the internet.
WECAP later adding an electronic mall to allow its web site users to purchase
almost any products.may not generate any business at all - as already
currently such web sites exist. WECAP's plan to generate traffic to use such
a mall by providing lower cost loans (especially credit cards) and investment
advice may have no impact to generate any traffic at all. And its hoped for
WECAP mall use by owners of WECAP stock may not generate any electronic sales/
commerce at the WECAP mall either. So that such future plans depend to some
larger extent on flexibility to change plans / mall offerings etc to design
electronic sales for what web site visitors will buy.
Media campaign may not generate traffic.
WECAP plans with the opening of its web site to send press releases etc
globally to the media with the web sites description, services etc to
generate visits / web site traffic. And to signup the web site on internet
search engines. This plan may not generate any traffic at all. . . and
if this planned web site has no traffic at all , there will be no revenues
by WECAP.
Large Number of Customers planned.
And this plan for web site by WECAP anticipates a larger number of customers
web site users in the millions. If users number in the 100s, 1000s , even
10,000s there may not be sufficient traffic for WECAP to pursue its plans.
- 6 -
Large Number of Shares Offered and Issued
This offering of 10,000,000,000 (10 billion) shares and total of
88,000,000,000 (88 billion) shares outstanding is a larger number
of shares outstanding. So that for any share to ever be worth anything
at all requires generating income in the billions of dollars. This may
never occur.
Global Expansion entails significant risks.
To be successful in expanding this business globally, we will be subject to
a number of risks associated with international business activities. These
risks generally include:
Currency exchange rate fluctuations;
Seasonal fluctuations in purchasing patterns;
Unexpected changes in regulatory requirements;
Tariffs, export controls and other trade barriers;
Longer accounts receivable payment cycles and
difficulties in collecting accounts receivable;
Difficulties in managing and staffing
international operations;
Potentially adverse tax consequences, including
restrictions on the repatriation of earnings;
The burdens of complying with a wide variety of foreign laws;
The risks related to the recent global economic turbulence
and adverse economic circumstances in Asia;
Political stability;
Power grid, banking system & other computer outages
relating to the year 2000 problems;
War and international terrorism disruptions;
Major weather disruptions as hurricanes/typhoons/tornadoes;
earthquake disruptions including via tidal waves/
tsunami's; volcano eruptions; life extinguishing
comet/ meteor strikes; and
Health / disease disruptions due to outbreaks of
influenza, plague / other widely, rapidly
spreading disease.
Acquisitions may be needed to remain competitive; and our business could
Be harmed by such acquisitions.
Studies show that approx. 75% of acquisitions are not helpful but due to
overpayment, different corporate cultures, management problems etc, the
joining of two different companies via acquisition / merger may never work.
And such can fatally harm our business.
- 7 -
Risks Related to the Internet Industry.
We depend on Increasing Use of the internet and on the growth of the
Internet use and growth of electronic commerce. If the internet use and
Growth of internet commerce does not occur as anticipated, our business
Will be seriously harmed.
The past 3 years, $400 billion has been spent on upgrading telephone systems
resulting in a huge oversupply of long distance capacity. At the same time,
internet use has more than tripled. but one has to get into perspective aspects
of this .. E.g. the amount of fiber optic cable installed has increased the
"pipeline" capacity not 1000s of times, not several hundreds of millions but
billions of times .with new recent improvements in light multiplexing adding
several 100 more times to that capacity (or total increase of 100s of billion
times in long distance capacity . but not e.g. on all routes etc - the
increases being mainly over trunk routes globally ). So that prices for internet
use may collapse putting out of business internet service providers upon which
the business plan depends. Or prices dropping may well drastically increase
internet usage. Or no price drops may occur with service providers maintaining
prices as cable providers have been able to do. Or the continuing logjam of
access problems to the internet at both the internet user / modem end and at the
service provider / web site server end - the "edge" . (See Affiliates-
BluComm). The main point being very large changes are occurring for which there
is no projectable conclusion / map upon which to plan for the future by any
internet company. and such lack of management planning may result in serious
harm to WECAP.
Acceptance of the internet for electronic commerce may not occur rapidly.
Internet use may not occur as planned but lag far behind. E.g. online banking
has been available for a long time and has increased but not in any larger way.
So that hyped expectations about the speed of development of internet commerce
may lag decades.even with planning as WECAP has done to drive usage forward.
And delays may occur in internet usage due to :
Increased government regulation;
Lack of technology permitting access to the internet;
Development of business priority on the internet protocols
disrupting electronic commerce at retail user levels;
New regulation to curtail pornography distribution over the
internet may disrupt other usage or slow down its increase;
and
New regulation to curtail internet mapping of user patterns / usage
via "cookies" etc to prevent, in effect, wiretapping may slow
internet development especially, the secure transmissions
needed for electronic commerce.
- 8 -
Internet natural monopolies may prevent internet use by non Affiliates.
If internet use increases as many predict , increasing 1000s of times in the
next few years, current even larger companies as AOL , Microsoft are
not but mom and pop business size and may be replaced by megalithic
new entities that grow natural monopolies as AT&T in the past. . . making
access to smaller entities of non affiliates difficult.
Internet may be replaced by new technology that is not compatible
With current communications systems. making today's web sites
And technologies obsolete.
The heavy investment in personal computers, servers, routers, transmission
lines, fiber optic lines etc could be made obsolete via new technology e.g. that
uses no cable & direct hookups (e.g. see "blue tooth" technology to hookup
/ wire printers, servers, personal computer's locally via fast high speed
microwaves.) that instead of merely adding better access to the internet at the
"edge" where users and service providers hook up to the internet, uplinks to
whole new communications systems etc. (See again Affiliates- BluComm) .
Internet scandals due to security problems could disrupt internet use.
If there were a widely reported security breach of person/ persons using the
internet so that their personal business was intercepted / used etc , this
breach of security could badly interrupt usage of the internet.
High Traffic May Crash WECAP web site.
If WECAPs highest expectations are met and heavy traffic goes to its web site,
and causes by that heavy traffic volume the servers to "crash" / quit
functioning adequately or at all, that business may never come back to the WECAP
web site and be permanently LOST. significantly hurting WECAP's business.
Future Capital may not ever be available.
WECAP plans a future public offering for cash to raise capital for business
purposes but such capital may not ever be available causing permanent
disruption of WECAP's business. OR capital may not be available on terms
acceptable thereby being essentially unavailable. and such lack of
availability could disrupt / harm the business, esp if necessary to refund
e.g. past debt obligations.
Class action lawsuit may disrupt the company's business.
Due to the larger size of this offering and the company's larger number of
shares, it may be a target for class action lawsuits which divert management
time and business resources harming the company, even with the company
attempting to assist the wider public generously with wider free stock
giveaway.
- 9 -
Immediate , substantial dilution.
The company being a startup with no operating income and no large sum of seed
capital raised to begin efforts- the business has a near zero value.so that
stock value then also is esp zero with the large number of shares authorized.
Upon future public offering for cash , shareholders will suffer an immediate
substantial dilution of shares purchased if the book value is lower or far
lower than that public offering price.
Existing Officers / Principal stockholders control WECAP and could limit the
ability of our other stockholders to influence the outcome of director
elections and other transaction submitted for a vote of our stockholders.
Upon completion of this offering, our executive officers, principal
shareholders will own in the aggregate, 75% of the outstanding common stock
plus control 10% more as trustee for trusts and CEO for affiliates (for
total-85%). See "Capitalization". As a result, these stockholders will be
able to exercise control over all matters requiring stockholder approval,
including the election of directors and approval of significant corporate
transactions which could have the effect of delaying or preventing a third
party from acquiring control over us. We plan to reserve up to 100 million
shares of common stock offered in this offering including 50 million for
employees, officers , directors of WECAP, charitable gifts (40 million) and
others (10 million). See also "Capitalization" and "Principal Stockholders"
- setting out other owners.
Anti-Takeover provisions not contemplated.
WECAP management does not contemplate any anti-takeover provisions
being adopted. If any later were adopted, it would potentially disrupt being
acquired by third party even beneficial to shareholders. With the current
control in management , this is a non- issue.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the foregoing statements and elsewhere in this prospectus constitute
forward-looking statements. These statements involve known and unknown risks,
uncertainties, and other factors that may cause our or our industry's actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity , performance or
achievements expressed or implied by these forward-looking statements. In
some cases, you can identify forward-looking statements by terminology such as
"may", "will", "should", expects", "plans", "anticipates", "believes",
"estimates", "predicts", "potential", "continue" or the negative of these
terms or other comparable terminology.
Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. Moreover, neither we nor any other
person assumes responsibility for the accuracy and completeness of these
statements. We are under no duty to update any of the forward-looking
statements after the date of this prospectus to conform these statements
to actual results.
- 10 -
Use of Proceeds
This offering being a free, giving away of all these shares for no money
or zero dollars, there are no proceeds AT ALL.
To date , funds for computers, word processors, domain fees, incorporation,
xeroxing, mail, phones, web site development etc have been provided by founder
/ CEO - LE Cooper.
Future funds for operations beyond this point are expected to be obtained from
fees / payments for banners on the website for the immediate future and
thereafter,provided both by such earnings and by further public offering. And
these funds from revenues and public offering will be used for our operations,
etc.
Dividends Policy
We have not paid any cash dividends since our inception and do not intend
to pay any cash dividends in the foreseeable future.
Capitalization
The following table sets forth our capitalization as of July 15, 1999.
See especially Principal Stockholders .
July 15, 1999
Liabilities - Long Term / Short Term ... $ 0.00
Stockholder's Equity:
$0.000001 par value per share ;
100,000,000,000 shares authorized ;
88,000,000,000 shares issued
including this offering ........88,000.00
Additional paid-in capital** .........185,710.00
Total Stockholders Equity......$ 273,710.00
Total Capitalization ..........$ 273,710.00
** ($5,710 equipment etc; $180,000 ceo salary for 6 mos)
- 11 -
Dilution
The pro forma net book value of our common stock as of July 15, 1999
was $273,710 or $0.0003 per share (3/10s of a mil per share-effectively zero).
Pro forma net book value represents value upon completion of this offering.
Net book value dilution per share to new investors represents the difference
between the amount per share by gift of shares of common stock in this
offering made hereby and the pro forma book value per share of common stock
immediately after completion of the offering.
Since the shares are being given away and so cost $ 0.00 per share , there is
no dilution in this offering there being no increase in value due to the
offering.
Selected Consolidated Financial Data
There are no financial tables to include as the company just began operations
with web site development and so no meaningful financial data tables exist.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
The following discussion and analysis contains forward-looking statements that
involve risks , uncertainties and assumptions. The actual results may differ
materially from those anticipated in these forward-looking statements as a
result of certain factors, including, but not limited, those set forth under
"Risk Factors" (pages 5-10) in this prospectus.
WECAP is a startup (6/29/99) and has had as yet no results for management
to discuss or analyze. But see next section "Business" just below for
overview and discussion of business, etc.
Business
Overview
WeCap (Web Equity Capital Co) is a startup company just incorporated June 29,
1999. after several previous months of planning and is currently in web site
Development. WECAP is planned as an internet company with few employees
using web site(s) to conduct electronic commerce - beginning esp with free
stock offering and including low cost loans (esp credit cards) and market
timing advice.to assists web site users in wealth accumulation. And adding
an electronic mall shortly.
Our objective is to make such services available to a larger number
(millions) of WECAP customers who continue to use such WECAP services
into the future.
Free stock of WECAP is offered (only upon this prospectus becoming effective
by SEC approval) for 19,800,000 WECAP web site users at 500 shares for each
approved applicant who is confirmed shares only after the prospectus is
effective. With no one ever receiving any shares until this prospectus becomes
effective. This free stock is non-transferable and registered only stock which
becomes transferable upon the company's public offering for cash. (Such further
public offering for cash is planned within 3 months-2 years.)
- 12 -
This offering to larger number of persons is planned to increase the
opportunity considerably beyond e.g. just online traders to include a larger
number of interested internet users. Esp those web site users interesting
in participating with this WECAP web site to build wealth. (NOTE: As a startup
with no revenues or history of revenues WECAP stock as this stock given away
has no value at present, etc.
To continue with that accumulation of investments, wealth etc., WECAP also
provides referrals to low cost loans esp credit cards at the web site selected
for lower cost. E.g. the credit card banners at top of web site's first page
are for no application fee and no annual fee credit card at either 2.9% APR
intro rate OR fixed rated of 9.9%. This is one of the very lowest rates
available and has no fees. (Note: WECAP is paid fees for such banners use
and will generate revenues esp initially via such banners.)
And to assist with investments, WECAP does not attempt to offer advice about
the 1000s of stocks available but does offer advice about market timing to
enable purchase or sale of stocks at the most advantageous times. This advice
is offered via newsletters of selected experts that have proven track records
of not just years but several decades. Their advice as to market timing being
ranked at the very top of any list. Also to be offered soon but not available
before is the market timing advice of WECAP CEO L.E. Cooper which has also
proven accurate as to the major market turns / timing - e.g. predicting
the crash of 1987 , collapse of Japanese market 1991/2, etc.
In addition to free stock in WECAP, WECAP will have news of other similar
size,free stock offerings approximately every two weeks to every month in
affiliated companies. (See Affiliates.) Those other offerings of estimated
500 free shares each offering would enable a WECAP web site user to obtain
approximately 3500 shares for free in affiliates (see "Affiliates") over 3-6
months. Noting that all such affiliates are startups and begin with stock of
zero / low value. . . . Though with their success , such free stock will enable
WECAP web site users to build investments and wealth of some unknown amount
in those few months.
WECAP low cost loans will initially be available for only credit cards through
referrals but later will add similar car loans and mortgages. And WECAP intends
to begin co-branding with affiliates in offering such loans instead of just
referrals via banners.
WECAP future plans include assisting in securitization of such loans esp via
larger offerings to support WECAP's loan programs. Such assistance will include
organizing a steady weekly stream of such securitized financings (via normal
security dealers).
WECAP's general plans include within 1-3 years a goal of 150 million credit
card users within the USA with later 75 million cards from Europe followed by
25 million cards from Asia. With each credit card user, WECAP anticipates
revenues of $2,000 per credit card for interest rate spread (difference of
interest income paid from credit card user to interest cost of securitized
financing); and additional $2,000 per credit card of revenue from investments
and further 6,000 of income per credit card from sales of WECAP's mall or
other services.
- 13 -
This totals $10,000 per credit card and produces revenue (beginning first only
with USA Credit card users) as follows:
No. of Interest Spread Investment e Commerce (trillions)
credit cards Income Income Income Total
USA 150 million 2,000 2,000 6,000 1.50
Europe 75 million " " " 0.75
Asia 25 million " " " 0.25
250 million 2.50
*please note such revenue estimates are for an area of loans that is
very competitive and especially that there is less usage of cards in
Europe and much smaller use of cards in Asia
The preceeding chart assumes that WECAP's initial plans
for its web site are successful and that the web site has a larger
number of users (millions) to enable WECAP to begin the operations
indicated. And that each credit card user borrows $50,000 ( a larger
amount at interest rate of 10-12% with securitized financing cost of
6-8%) spending $30,000 of the $50,000 at WECAP mall (margin of 20%).
So that management's analysis is that while this area of credit cards
is hotly and widely competitive there is room in this market to build
one of the larger "books" of such business quickly by offering a
better product (this mainly means lower interest rates) and obtaining
a brand loyalty for WECAP web site users esp via free stock offerings.
And while one considers the above estimates , one should note
that the competition is the larger banks, credit card issuers etc in the
USA and the world (those who do not co-brand or "process" for
WECAP credit cards); and that the above projection assumes
securitization financing of very large sizes routinely. See discussion of
financing experience under "Management" hereafter. Such large entities
will not watch competition without responding and such larger size of
financing may not be available.
WECAP anticipates making available larger credit to its credit card
users than current formula's make available when its securitization
financing begins allowing such larger amounts.
And the investment income shown is derived during such securitization
financings via investing funds not yet used for loans assuming availability
annually of 25% of proceeds from securitized financings invested at currently
available prevailing rates.
- 14
E Commerce income shown in the preceeding (page 14) chart assumes that
customers of WECAP obtain increasing amounts of credit over time and
use a substantial portion of that credit shopping at the electronic mall
WECAP is adding to the web site in the near future (at this point the web
And that on these purchases at WECAP's electronic mall , WECAP makes
a 20% income.
Industry Background
Growth of the Internet and Electronic Commerce
The internet has emerged as the fastest growing communications medium in
history. With over 97 million users at the end of 1998, growing to an expected
320 million users by 2002, as estimated by International Data Corporation, the
internet is dramatically changing how businesses and individuals communicate
and share information. The internet has created new opportunities for conducting
commerce, such as loans, including credit card loans, online investing and
trading , including especially obtaining trading information and online
shopping, including electronic shopping malls. Recently the widespread adoption
of intranets has created a foundation for larger groups to share reduced cost
advantages, trading investment information and obtaining credit (see WECAP's
plans of is own larger group).
Large scale global investment the past four years of $400 billion in
communications has added sufficient digital transmission capacity to multiply
former capacity several 100 billion times. (One optical fiber can carry in 11
minutes in digital form for example the entire global conversations (155,000
years worth) transmitted in 1997.) So that a huge increase in traffic e.g. via
the internet is readily possible . especially if local access and individual
access is increased.
So that with this foundation, internet-based electronic commerce is poised for
rapid growth and is expected to represent a significantly greater opportunity
than older forms of commerce using traditional means. According to Forrester
Research, the business to business sector of electronic commerce is expected to
grow from $43 billion in 1998 to $1.3 trillion in 2003, accounting for more than
90% of the dollar value of electronic commerce in the United States. And
according to International Data Corporation the worldwide market for internet
based electronic commerce order and management applications is expected to grow
tremendously from $187 billion in 1998 to $8.5 trillion in 2003. Please note
these disparate projections and WECap's above chart for its small segment of
retail commerce.
- 15 -
Esp helpful with considering such larger predictions (including the revenues in
the chart by WECAP (on page 14) is the past historical record of global commerce
over hundreds and thousands of years. That record establishes that particularly
over that time, the most successful development of commerce has been by smaller
groups- especially families e.g. the Rothschilds in Europe or individual
entrepreneurs with larger vision - as in the United States - John D.
Rockerfeller or today's Bill Gates. And larger groups quickly stagnate and slow
the pace to the coffee drinking , chatting mode in months. Consider especially
the War Board of WWII which , not within years and years, but with 2-6 months
not only planned but geared up and began production of tanks, aircraft, Jeeps,
trucks at the immediate pace of 1000s each per month.
And also helpful to consider is that the current "model" for building quickly
a larger internet entity is to obtain several million to fifty million dollars
of "seed", startup capital and obtain a headquarters; and "people" that
headquarters with 50-200 bodies to gaze into personal computers.to prove your
seriousness and that one has "built" a company entirely and quickly - even
within 4-6 months. Consider that all that could be done in few days and
consider what is accomplished by having people stare at personal computers
all day and produce very little. . . or many times produce millions lines
of computer code to sell to ensnare and in reality slow down internet commerce.
Consider what is the value of such entities and e.g. what is the value of
search engine internet companies where the search engines don't , in effect
work , and don't keep up with the projected millions of new web pages.
And consider what is the value of internet traffic that doesn't produce
revenue and that remains unprofitable for years and years.
With the internet , there has been large volumes of capital available for such
startups With investors hoping that something would result from the particular
startup of the "moment". And there is not one reported as yet making
considerable money -almost all losing money consistently.
WECAP Solution
WECAP will maintain focus by remaining small using the power of the internet's
connections to "connect" to its users/ customers in the millions WITHOUT
needing 1000s of stores, and 1000s of personnel to conduct its operations.
WECAP users , many who will be WECAP stock owners, will receive the benefits
of this lower cost operation via the growth in the WECAP stock value and esp
also via lower cost loans, and lower cost products at WECAP's mall.
Strategy of small entity and company.
Especially, part of the WECAP strategy will be to maintain consistently a very
small group that uses very large financial leverage to harness a WWII War Board
approach to produce results versus the common internet strategy today of
creating huge megaliths of non-productive personnel. One staggering example is
e.g. today's larger software company(ies) with many tens of thousands of
personnel. What profits would it / they produce (while having pretty good
profits) if it / they had those huge number of personnel actually producing
effective good products. instead of e.g. extremely slow software, which
is like dark age technology.
- 16 -
So that WECAP strategy is to keep this very small group moving much faster than
any recent entity (many of which claim of course to move rapidly but are
using that model of moving rapidly that is to hire those 1000s of very small
productivity workers). For example it is very possible to produce the revenues
of the chart on page 14 in one year not 2-3 years. and WECAP's strategy surely
considers this approach first.
Loans- Co Branding & Outside Processors
To implement rapidly a larger e.g. credit card program requires using others
and not building up from nothing. That means using those existing credit card
issuers and at first , by referring to their own programs, then shortly
thereafter co-branding with them.
And WEBCAP has no interest in getting into e.g. the credit card processing
business except to the extent of assisting affiliates in having / financing
the fastest possible processing equipment. These processors today handle each
day for each month's bills etc e.g. 2-3 million bills per day. . . to total
40-45 million bills per month for the largest issuers. So that their equipment
is fast but incremental improvement to speed that up is necessary e.g. in
opening payments envelopes, sending out new cars, bills, etc. One fastest
solution is eliminating billing via the mails and having e.g. online your
bill available that is paid by online banking automatically.
Investment Advice Strategy
Using proven advisors initially to demonstrate reliability is part of WECAP's
beginning strategy. And then moving e.g. later to WECAP's similar accurate
advice on market timing. But the larger securitization financing weekly,
even daily,makes available also allow the very best current immediate, on
top of the market advice. from the best Wall Street firms. Providing this
"inside" immediate news to WECAP web site users / investors can proven
beneficial, even substantially beneficial to them. And this level of "inside"
news is beyond the fundamental market timing advice first provided . the two
being complementary the longer term (sea change) market timing being added to
by daily, weekly market timing advice. . . for those following markets on that
faster face. This advice is shared by those Wall Street firms ...but usually
only going to the very largest investors, institutions.
- 17
Mall Strategy
There are readily available many different kinds of malls to use immediately.
WECAP's strategy is to begin with one of the best in terms of : products,
margins offered to buyers and wide selection of products. But also to continue
to constantly upgrade , change , select, improve this mall so that the products
WECAP's web site users want are best provided in a selection that is highly
price competitive with quality products and fast service.. And this is
overlayed as WECAP stockholders would agree by products with higher product
margins.
And again WECAP is not interesting in getting into the 800 number handholding
business. or warehouse business or mall business directly. But is interested
in using a turnkey mall to make available to its customers the best products.
And sharing its expertise with others/ other websites when WECAP customer
base gives better prices, etc to widen the WECAP overall customer/ web site
user base.
WECAP Network
The free stock provided creates also a larger group or network of WECAP
interested participants which very quickly , even in weeks can be one of the
largest on the internet (e.g. target is 20,000,000 WECAP shareholders,
who can choose to use the WECAP web site / mall etc and AOL currently
only has 18+ million members). If objectives are met in growing shortly to
larger numbers, then very large competitive advantage can be shared with
these WEBCAP web site users, e.g. at the WECAP mall in terms of discounts
on brand products. etc.
And the ownership provided by the WEBCAP stock allows these users to
participate even further in the success created by continuing use. . . in a
potentially substantial way.
WEBCAP Affiliates
WECAP is assisting in the formation of other affiliates. some who will own
also WECAP stock ( total of 7% of WECAP stock). These affiliates over time may
assist in building the above Network into a larger global functioning, fastest
intranet, internet (see BluComm below). Others seeming not related do in fact
provide over time considerable services to WECAP web site users. These
affiliates are startups also but it is intended will function in same mode as
WECAP, i.e. rapidly growing to sizable entities . not taking years and years
of time to produce anything.
- 18 -
DreamEast
DreamEast will provide online content in the form of cartoon, movie, music
and educational film channels for internet users , esp WECAP users. It will
be New York City area located and is considering location at the downtown area
of New York City with studios in old Brooklyn Navy Yard.. where others as
Tribeca Productions are considering moving. DreamEast will particularly target
innovation / animation and innovative content.
BluComm
BluComm (for blue light communications, no "e") will develope the areas
of fastest communications applicable especially to the internet / global web.
Today e.g. fiber optics utilizes white light and recently has begun to develop
multiple light frequencies to use in "light multiplexing" to increase digital
optic cable throughput several 100 times. Using especially blue light
frequencies can e.g. multiply throughput 1-10,000 times instead.
BluComm will begin by focusing on using the fastest equipment available
with improvements. While working to bring the far faster blue light technology
forward to speed up networks 1000 times. These enhancements will especially
work to allow e.g. video channels as those involved with DreamEast above
to be usable while today such video channels are too slow to be readily
usable.
And BluComm will focus on the very slow technology at the "edge" i.e. where
The internet/ web hooks up to the providers and users. Noting the newer recent
Effort to produce must faster wireless such hookups- in research project called
"blue tooth"- where a small local area of personal computers , printers, etc
are hooked up via microwaves..
Web Genome Research Co.
The human genome project to map the genes/ DNA of the human genome has
made available a treasure trove of information on the internet / web that
is being underutilized. So that this company will focus on commercialization
of potential products which have larger potential. with special focus on those
products that can be made available to the WECAP Network, etc.
Web Ocean Research Co.
In similar manner the worlds oceans contain many treasure troves of
information of potential mineable minerals, new drugs etc - the oceans
being overwhelmingly unexplored at all in man's history. Much of this
ocean research like the human genome research is sitting particularly on
the web unused. so that this company will commercialize those products
usable by the WECAP Network, etc.
- 19 -
Web Health Care Research Co
Online there are many gaps in medical information. There is no national
channel for sharing hospital information of interest nationally. This
company will focus on that area. Providing new innovations in techniques
to maintain health and to prevent invalidism.
Web Hypersoar Research Co.
Also available and unused online is the research to build hypersoar aircraft
with data from the SR71 and shuttle vehicles. So that today it is feasible to
build and put in place a global hypersoar airline cutting global transportation
times from e.g. 20-30 hours NYC to New Dehli to 2-3 hours. Los Angels to
Frankfort from 12-15 hours to 2 hours. Etc and due to the decreased airtime the
operations cost is way below today's current airlines making such an airline
competitive quickly. Missing is the large capital and construction capacity to
make this a reality which this company will provide. And noting that WECAP
users then will be knitted together globally in hours not days / weeks. As
these aircraft are the lowest cost cargo transport fleet for lowest cost goods
from India / China.
K Co Funds
Affiliate K Co will operate LBO, Real Estate and Market (investment)
Funds. These will not be available except to larger investors if at all esp
until established with longer track record.
See "Principal Shareholder" for what stock each of the above affiliates owns
in WECAP. And note the CEO of each is the same as that of WECAP-LE Cooper.
And investors are advised to consider the effort represented to run these
affiliates and WECAP is a very large amount- see "Management"- experience etc
following.
MANAGEMENT
Executive Officers and Directors
The executive officers and directors if WECAP and their ages as of July 15,
1999 are as follows:
Name Age Position
L.E. Cooper .............55 President, Secretary, Treasurer, Director
WECAP will rapidly add executives and support staff for operations, technical
research and finance to implement its efforts. And it is anticipated that
LE Cooper will function as CEO and especially for overall strategy as shown
herein.
- 20
L.E. Cooper founder of WECAP and affiliates has background in finance, legal
matters and research. LE Cooper obtained BS (physics/math) and JD degrees
from University of Alabama; then worked as patent attorney for NASA a short
time. And entered the USAF being a JAG (attorney) at USAF RADC -Rome Air
Development Center and there reviewed R&D contracts focused on electronics,
radar, COMINT, ELINT , etc - e.g. including the DARPA first internet system
via work by Bolt Baranek & Newman. Of interest is that the digital multiplexing
now beginning to be used today 30 years later was also in use then in 1968-30
years ago and that this current commercialization took 30 years.
After the USAF , LE Cooper obtained MBA (finance) at Harvard Business School
And worked 12 years on Wall Street being a senior partner at two leading firms.
In that work he was responsible for 200 "deals" totaling 6 billion dollars- all
debt issues. And in handling that work worked as partner responsible for not
just deals but teams and new business marketing efforts, and considerable
computer analysis of markets.
Of particular note is that he created the financing for the Valdez, Alaska
marine terminal which entailed financings for ARCO, Exxon, Sohio in the
250-300 million range - several times larger then than normal bond deals.
And that later also handled the $360 million financing via Forsyth , Montana
for 4 utilities backed by two banks. Both the Valdez and larger Forsyth deals
were in effect creating a new era of much larger size deal that led to today's
sizes of $2-6 billion, etc. So that in doing these largest of their day
financings, LE Cooper pioneered "size" or larger transactions on Wall Street.
So that LE Cooper, CEO was / is a debt financing expert from Wall Street.
More recently, LE Cooper has handled many years of litigation as attorney
that recently ended freeing him to proceed with WECAP, etc. (He is a member
of six bars including that of the US Supreme Court, US Court of appeals
(2nd Cir & Fed Cir), US Tax Court, US Patent Bar and Alabama Bar.)
And throughout, since young age has been a technocrat being familiar with
technology of many kinds with demonstrated, innovative ability to go beyond
the current to future applications.
Investors should consider that management as just shown is thin and dependent
on the ability of one person LE Cooper to implement the strategies, business
discussed herein. But that also too LE Cooper has many years history of skill
in pulling together teams to handle a larger , huge workload and juggle many
areas as indicated herein.
- 21
Compensation
The recent compensation for L.E. Cooper was donated to beginning
WECAP operations (see Capitalization table). It is intended herein that
executives to be hired will share both normal compensation levels and
also stock in WECAP.
And that similarly directors receive normal compensation and some shares
in WECAP.
See following Principal Stockholder list.
Principal Stockholders
The following table sets forth the ownership of our common stock as of July
15, 1999 As adjusted to reflect this offering of 10,000,000,000 shares:
Number of Shares Per Cent
Name of Owner (billion) Before Offering After Offering
L. E. Cooper 75 96.15 85.23
Affiliates** (see below) ....... ( 7 ) -- --
Cooper Trusts*** (see below) ..... 3 3.85 3.41
Offering 10 -- 11.36
* 88 100 % 100 %
*(Remaining unissued after this offering are 12 billion shares including
7 billion reserved for the affiliates below)
**Shares Reserved for_Affiliates: ***Cooper Trusts:
BluComm - 1 billion Cooper Charitable-1.25 billion
DreamEast- 1 billion Cooper Children - 1.50 billion
WebGenome- 5 billion Cooper Spouse - .25 billion
WebOcean- 1 billion Total 3.00 billion
WebHealth- .5 billion Note: LE Cooper trustee
WebHypersoar - 1 billiion for each trust
K Co LBO - 1 billion
K Co R Est .5 billion
K Co Mkts .5 billlion
Total 7 billion
Note: LE Cooper -to be CEO
of each affiliate
- 22
Description of Capital Stock
Our authorized capital stock consists of 100,000,000,000 (100 billion) shares of
common stock , $0.00001 par value. As of July 15, 1999 there was outstanding
88,000,000,000 (95 billion) shares of common after giving effect to the offering
herein of 10,000,000,000 (10 billion) shares. The holders of the common stock
are entitled to receive dividends out of assets legally available at times and
in amounts as the board may determine from time to time. See "Dividend Policy".
As there is a policy to pay no dividends at present.
The holders of the common stock are entitled to one vote per share on all
matters to be voted upon by the stockholders. Upon the liquidation, dissolution,
winding up of WECAP, the holders of our common stock are entitled to share
ratably in all assets remaining after payment of liabilities, subject to prior
distribution rights of preferred stock, if any, then outstanding. The common
stock has no preemptive or conversion rights and is not subject to redemption.
All outstanding shares of common stock are fully paid and nonassessable, and
the shares of common to be issued upon completion of this offering will be fully
paid and nonassessable.
Anti-Takeover Provisions
The board has adopted no anti-takeover provisions and has no plans to do so.
Delaware Takeover Statutes (section 203 of Delaware General Corporation Law)
prohibit any business combination with any interested stockholder for a period
of 3 years following the date that the stockholder became an interested
stockholder. Unless various situations (nonapplicable here) occur or unless
66 2/3% of stock not owned by the interested shareholder votes in the
affirmative. No current plans by affiliates contemplate any combination with
WECAP.
Registration Rights
After this offering the holders of 88,000,000,000 shares of outstanding common
stock will be entitled to rights with respect to the registration of these
shares under the Securities Act. The holders of registration rights are
those listed Principal shareholders above including principal officers and
including the holders of common shares from this offering.
Transfer Agent and Registrar
Currently , the company registers transfers with no agent.
Later , before any public offering for cash, there will be added a bank
Transfer Agent. and Registrar .
Please note that common shares offered in this offering are nontransferable
until that public offering for cash and are available only as shares
registered on company records.
- 23 -
Shares Eligible for Future Sale
Prior to this offering, there has been no market for our common stock.
Therefore, future sales of substantial amounts of our common stock in
the public market could adversely affect market prices prevailing from
time to time. Furthermore, because no shares will be available (these
shares offered hereby being nontransferable) sales of substantial amounts
of our common stock in the public market in the future could adversely
affect the market price and ability to raise equity capital in the future.
Upon completion of this offering, we will have 88,000,000,000 shares of common
stock outstanding. And of these 88 billion, 78,000,000,000 being restricted
as to future sale , but the 12 billion unissued shares are not yet so restricted
nor will the 10,000,000,000 offered hereby when they would become transferable
upon a future public offering. Restricted shares may be sold in the public
market only if they are registered or it they qualify for an exemption from
registration under rules 144 or 701 of the Securities Act.
In general rule 144 permits the sale of shares purchased 1 year previously in
the amount of which ever is higher of 1% of our then outstanding shares
(880,000,000 immediately after this offering) or the average weekly trading
volume of our shares during the 4 weeks preceding the notice of such sale
(which would be zero with no trading occurring). Any restricted shares
purchased over two years previously could be sold without regard to volume
limitations.
Underwriters
There are no underwriters - the shares of this offering being given away
(only upon this prospectus becoming effective) for free.
There is no symbol approved on any exchange for quotation of our common stock.
Pricing of this Offering
There has been no prior public market of our shares of common stock and the
pricing was determined at zero or as a gift to encourage interest in WECAP
business by a large number of investors and web site users. Those confirmed
to be shareholders in this offering will only be confirmed after their
consideration of signing up and providing their name and address for
registration as owners on company records and becoming approved after use
of no fee banners; and ONLY after this prospectus becomes effective or is
approved and NOT ONE SINGLE share of the 10,000,000,000 offered hereby will
be available until then.
Legal Matters
The validity of the issuance of the common stock offered by us in this
offering will be approved by the company secretary LE Cooper who is
the owner of 75 billion shares of common stock in the company.
The certificate of incorporation authorizing 100,000,000,000 common
shares was duly filed in the state of Delaware on June 29, 1999 and
proper resolution providing for the issuance of the shares shown in
the principal shareholder list (including the 10,000,000,000 shares
offered herein) was duly passed by board of directors resolution on
July 15, 1999.
- 24
Privacy Policy
WECAP policy is to not use its shareholder lists for any but WECAP business.
But please note that the banners you click on at wecap.com website take
you to another website belonging to others and WECAP does not control
their policy or their use of names, addresses they obtain from you etc.
Experts
There are no experts / accountants reports herein as there are no financial
statements as yet for this startup company to have analyzed / or reported
on by such experts.
Additional Information
We have filed with the Securities and Exchange Commission , Washington,
DC 20549, a registration statement on Form S-1 under the Securities Act
with respect to the common stock offered hereby. That prospectus is
available in the SEC's electronic data base called Edgar which is
available at web site http://www.sec.gov. The filing by WECAP of this
prospectus as a startup, "shell" company with no seed capital and so
no past operations or financials and especially for common stock given
away for FREE is an awkward disclosure having as it necessarily
does many blanks where there is just not yet any information available
at all. For interested persons who become shareholders through this
offering please also in addition to Edgar visit our web site -
http://www.wecap.com - where also a copy of that Form S-1 will be
available. For future information - see Edgar data base - especially
for financial information and other company news.
Web Equity Capital Co / WECAP
Index to Consolidated Financial Financial Statements
There are no financial statements as WECAP is a startup with as yet no
operations and no seed capital so that there are no financials to be
shown here and so no index of financial statements.
- 25 -
