UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 8
FORM S - 1/A
REGISTRATION STATEMENT
UNDER
THE SECURTIES ACT OF 1933
WEB EQUITY CAPITAL CO.
Incorporated in Delaware
SIC 7372
(Internet services - credit/loans & online mall)
IRS EIN 06 - 1553005
1140 Post Road
Fairfield, CT 06430
203-255-2104
fax 212-656-1075
(principal executive offices , address, phone)
Harvard Business Services, Inc.
25 Greystone Manor
Lewes, DE 19958
(name , address of agent for service )
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED
SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF
THIS REGISTRATION STATEMENT.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: // __
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering . //
If this is a post-effective amendment filed pursuant to Rule 462c under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. // __
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. // __
OMB Number : 3235-0065 Expires : May 31, 2000
CALCULATION OF REGISTRATION FEE CHART
[CAPTION]
Underwriting Fees Aggregate Price Fee
Type of Securities Price Per Share Offering
[S] [C] [C] [C] [C]
Common Stock,
$ 0.000001 par value per share..0.00 $.00 $0.00 0.00
(1) $1.00 nominal fee was previously paid in connection with filings
on July 30, 1999 .
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 THAT
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE
SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SUCH SECTION 8(a) MAY DETERMINE.
Preliminary Prospectus
10,000,000,000 shares
WECAP.COM
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 Proceeds to
Fees 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
("http://www.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 Prin Stockholders. 22
Dividend Policy ............. 11 Descrip of Capital
Capitalization .............. 11 Stock ....... 23
Dilution .................... 12 Shares Eligible for
Selected Consol Fin'l Data .. 12 Future Sale ..... 24
Mgt's Discussion & Analysis.. 12 Underwriters..... 24
Of Fin'l conditions & Results of Legal Matters ... 24
Operation Add'l Info....... 25
Business ............... 12 Index to Consol
Fin'l Statements..26
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.
- 2 -
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.
- 3 -
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.
Especially 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
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 effort, substantial capital is required to implement our business of low
cost loans , 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 events as 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 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:
$0.000001 par value per share ;
100,000,000,000 shares authorized ;
88,000,000,000 shares issued
including this offering ......0 ( 88,000.00 )
Additional paid-in capital** ...,.....$ 0 (185,710.00)
Total Stockholders Equity.......... $ 0 (273,710.00)
Total Capitalization ....,,......... $ 0 (273,710.00)
*It is felt these values should be zero due to no capital on hand;
though the numbers in parentheses are normal accounting entries.
** ($5,710 equipment etc ; $180,000 - CEO salary for 6 months)
- 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 (especially credit cards) and
market timing advice to assist 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. Especially 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 especially 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 especially initially via such banners. E.g.
the typical fee is $25 for each approved credit card application and such
$25 times the 20,000,000 free share applicants equals $500 million. And
when such $500 million is multiplied by normal internet multiple for
internet companies (500-600 times), you arrive at valuation within
few months for WECAP of $250-300 billion dollars ($500 million times
500-600 = $250-300 billion) Such larger evaluation depends entirely on
applicants applying for 500 shares each of WECAP stock AND applying for
the NO FEE credit cards and otherwise shopping at WECAP mall, etc.).
(Wecap.com has had for approximately two weeks its website operating
in unedited form (no webmaster available with host, etc) and during that
time has had 700 visits- a low number with larger numbers dependent
on news / media support. WECAP had a full column article in the
Wall Street Journal 8/3/99 (page B11A in some locations and others
page A1) which gave a wrong web site address.
While two more articles in two different magazines are probable-
interviews being comopleted, the traffic is very much dependent
on media attention. And e.g. eBay has spent a reported 30 billion
to advertise its auction web site.
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 especially 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:
Earnings Earnings Earnings Total
Interest Spread Investing e commerce (trillion)
USA 150 million 2,000 2,000 6,000 1.50
Europe 75 million 2,000 2,000 6,000 .75
Asia 25 million 2,000 2,000 6,000 .25
Total 350 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.
E Commerce income shown in the preceeding 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.
- 14 -
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 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 -
Especially 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 web sites 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 ork 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
th 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 inernet/ 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 especially 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. 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.
For further experience of L E Cooper see discussion at page six on web site
http://www.wecap.com. This covers efforts in regard to "convincing" the US
Federal Reserve to stop its long history of stymying the US stock market
via jawboning and interest rate hikes on the misguided view that increases
over 5-8% per year in the stock market were inflationary. This resulted in
the market rally from 1992 to present. And also covered were efforts on
behalf of Salomon Brothers in its 1991 US government bond scandal. Salomon's
attorney admitted L E Cooper saved that firm from indictment and collapse
and that also saved all markets- there being NO other financing available for
the US government in its larger size. See web site.
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
(billions)
L E Cooper 75.0 85.2
Cooper Trust 3.0 3.41
Shares offered 10.0 11.36
total 88.0 100.00 (rounded)
*(Remaining unissued after this offering are 12 billion shares including
7 billion reserved for the affiliates below)
Shares reserved for Affiliates**: BluComm, DreamEast, Web Ocean, Web Genome
Web Hypersoar, Web Health, K Co (LBO,R East & Mkt Funds)
**Note: LE Cooper CEO for each
***Note LE Cooper trustee for Cooper family trusts.
- 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 non assessable, and the
shares of common to be issued upon completion of this offering will be
fully paid and non assessable.
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 (non-applicable 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 will register transfers
with no agent. (The Shareholder will sign up on the form provided LATER
at the wecap.com website making an electornic record or stockholders)
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. And that the shares and this registration are
not a Section 12 (of the 1933 Securities Exchange Act) company offering as
they (the shares) will not be traded on any exchange nor will they be traded
over the counter or AT ALL as they are non transferable.
- 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 un-issued 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.
- 24 -
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.
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 web site take you
to another web site 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/A 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 visiting Edgar, visit our
web site - http://www.wecap.com - where also a copy of that Form S-1/A 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 -
WECAP ( and subsidiaries - none)
Index to Consolidated Financial Statements
(There are no financials to include as WECAP is a startup as of
6/30/99 without seed capital investors and so, as such, has no
financial information existing to report upon or include.)
- F1 -
Part II Information Not Required in the PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The offering herein of free stock of of stock
that is non transferable and stock that is issued
initially only on company records and not in
certificate form. Here next are normal items of
stock issuance expenses to be considered and are
estimates, extrapolations.
The following table sets forth the costs and expenses,
other than underwriting discounts and commissions,
showing estimates in connection with the sale of
common stock if issued in certificates in
future larger public offering.
All amounts are estimates ...
Estimates for future offering by WECAP including
the shares offered hereby for free:
SEC registration fee............. est 5-50,000,000.00
NASD fee.............................. est 15,000
Nasdaq National Market initial listing fee..est 100,000
Printing and engraving.................. est 3,500,000
Legal fees and expenses of the Registrant.est. 1,450,000
Accounting fees and expense...........est 450,000
Blue sky fees and expenses.............est 20,000
Transfer agent fees.................. est 100,000
Miscellaneous..../ ads............ est 750,000
---------
Total..................... $10,080,000-60,080,000
---------
---------
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The only director of WECAP - L.E. Cooper does not have
presently any indemnification against any liability due
to this common share offering .
Below are typical indemnification terms for any director
and these may be incorporated / adopted By WECAP in the
future and should be considered.
Section 145 of the Delaware General Corporation Law
authorizes a court to award or a corporation's board of
directors to grant indemnification to directors and
officers in terms sufficiently broad to permit such
indemnification under certain circumstances for
liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933
(the "Act"). Article VII of the Registrant's Bylaws
provides for mandatory indemnification of its directors
and officers and permissible indemnification of employees
and other agents to the maximum extent permitted by the
Delaware General Corporation Law.
The Registrant's Amended and Restated Certificate of
Incorporation provides that, pursuant to Delaware law,
its directors shall not be liable for monetary damages
for breach of the directors' fiduciary duty as directors
to the Registrant and its stockholders. This provision
in the Amended and Restated Certificate of Incorporation
does not eliminate the director's fiduciary duty, and in
appropriate circumstances equitable remedies such as
injunctive or other forms of non-monetary relief will
remain available under Delaware law. In addition, each
|director will continue to be subject to liability for
breach of the director's duty of loyalty to the Registrant
for acts or omissions not in good faith or involving
intentional misconduct, for knowing violations of law,
for actions leading to improper personal benefit to the
director, and for payment of dividends or approval
of stock repurchases or redemptions that are unlawful
under Delaware law. The provision also does not affect
a director's responsibilities under any other law, such
as the federal securities laws or state or federal
environmental laws. The Registrant has entered into
Indemnification Agreements with its officers and directors,
a form of which is attached as Exhibit 10.1 hereto and
incorporated herein by reference.
The Indemnification Agreements provide the Registrant's
officers and directors with further indemnification to
the maximum extent permitted by the Delaware General
Corporation Law. The Registrant maintains liability
insurance for its directors and officers. Reference is
also made to Section of the Underwriting Agreement
contained in Exhibit 1.1 hereto, indemnifying officers
and directors of the Registrant against certain
liabilities, and Section 1.9 of the Amended and Restated
Investor Rights Agreement contained in Exhibit 4.1 hereto,
indemnifying certain of the Company's stockholders,
including controlling stockholders, against certain
liabilities.
Item 15. Recent Sales of Un - Registered Securities
There have been no sales of securities heretofore.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
There are no financial statements to exhibit herein as
explained in the prospectus as WECAP is a startup of
only 6/30/99. having no seed capital invested, etc.
INDEX TO EXHIBITS
EXHIBIT NO. EXHIBIT
(a) Exhibits
EXHIBIT NO. EXHIBIT
- ---------- ------------------------------------------------
Exhibit 1.0 Certificate of Incorporation of WECAP /
Web Equity Capital Co. filed with the Delaware Secretary
of State on June 29, 1999.
Exhibit 2.0 By Laws of WECAP duly adopted on July 15, 1999.
Exhibit 3.0 Resolution of WECAP adopting by laws on
July 15, 1999 and authorizing the offering free of 10 billion
shares among other things.
ITEM 17. UNDERTAKINGS
The normal undertakings of providing shares for closing etc
do not apply as the free shares offered are offered only as
shares registered on the books of the
company.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Sunnyvale, State of
California, on this 21st day of June, 1999.
WECAP.com (Web Equity Capital Co.)
By: /s/ L. E. Cooper
-----------------------------------------
L.E. Cooper
PRESIDENT AND CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of
1933, as amended, this Registration Statement has been
signed by the following persons in the capacities
and on the dates indicated:
President, Chief Executive
/s/ L. E. Cooper Officer and Chairman of
- --------------------------- the Board (Principal 7/30 & 8/24/99
L. E. Cooper Executive Officer)
and Secretary & Treasurer
and Board Member
Consents - There is no auditors report or opinion of
firm of attorneys used herein to obtain consent for
its use, etc
Consent of L. E. Cooper
L.E. Cooper hereby consents to the use of his opinion in
regard to the issuing of shares hereby being properly
authorized, etc. in the section of the prospectus
entitled Legal Matters page 25.
/s/ L.E. Cooper
Exhibit 1.0 Certificate of Incorporation from
Secretary of the State of Delaware
Sent By: HBS; 302 645 1280; Jun-29-99 1:42PM;
Page 2/2
CERTIFICATE OF INCORPORATION
of
Web Equity Capital Co.
FIRST; The name of the corporation is; Web Equity
Capital Co.
SECOND: Its registered office in the State of Delaware
is located at 25 Greystone Manor, Lewes~ Delaware
19958-9776, County of Sussex. The registered agent in
charge thereof is Harvard Business Services, Inc.
THIRD: The purpose of the corporation is to engage
in any lawful activity for which corporations may be
organized under the General Corporation Law of
Delaware.
FOURTH: The total number of shares of stock which the
corporation is authorized to issue is 100,000,000,000
shares having a par value of $ 0.000001 per share.
FIFTH: The business and affairs of the corporation
shall be managed by or under the direction of the
board of directors, and the directors need not be elected by
ballot unless required by the bylaws of the corporation.
SIXTH: This corporation %hall be perpetual unless
otherwise decided by a majority of the Board of Directors.
SEVENTH: In furtherance and not in limitation of the
powers conferred by the laws of Delaware, the board
of directors is authorized to amend or repeal the
bylaws.
EIGHTH. The corporation reserves the right to amend of
repeal any provision in this Certificate of incorporation
in the manner prescribed by the laws of Delaware.
NINTH. The incorporator is Harvard Business Services, Inc.,
whose mailing address is 25 Greystone Manor, Lewes, DE
199SR-9776. The powers of the incorporator are to file
this certificate of incorporation, approve the by-laws of the
corporation and elect the initial directors.
TENTH. To the fullest extent permitted by the Delaware
General Corporation Law a director of this corporation
shall not be liable to the corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director.
I, Richard H. Bell, for the purpose of forming a corporation
under the laws of the State of Delaware do make and file
this certificate, and do certify that the facts herein
stated are true; and have accordingly signed below, this
29th day of June, 1999.
Signed and Attested to by:
/s/ Richard H. Bell
Richard H, Bell, President & Secretary
HARVARD BUSINESS SERVICES, INC.
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 06 29 1999
991264937 - 3063106
Exhibit 2.0 By Laws of WECAP
BY-LAWS
OF A DELAWARE GENERAL CORPORATION
ARTICLE I - REGISTERED AGENT AND REGISTERED OFFICE
Section I . The registered office of the corporation in the
State of Delaware shall be at 215 Greystone Manor, in the
city of Lewes. County of Sussex. The registered agent in
charge thereof shall be Harvard Business Services, Inc.
Section 2. The corporation may also have offices at such other
Places as the Board of Directors may from time to time designate,
in any State or Country around the world.
ARTICLE II - SEAL
Section 1. The corporate seal shall have inscribed thereon the
name of the corporation, the year of its organization and the
words "Corporate Seal, Delaware".
ARTICLE III - STOCKHOLDERS: MEETINGS
Section l. Meetings of stockholders may be held at any place.
either within or without the State of Delaware and the USA as
may be selected from time to time by the Board of Directors.
Section 2. Annual Meeting The annual meeting of the stockholders
shall be held on the second day of January of each year if not
on a legal holiday, and if a legal holiday- then on the next
secular day following at 9 o'clock am, when they shall elect
Directors and transact such other business as may properly be
brought before the meeting. If the annual meeting for the
election of directors is not held on the date designated, the
directors shall cause the meeting to be held on another date, at
their convenience.
Section 3. Election of Directors: Elections of the Directors of
the corporation need not be by written ballot, in accordance
with the Delaware General Corporation Law (DGCL).
Section 4. Special Meetings - Meetings of the stockholders
may be called at any time by the president or the Board of
Directors. or stockholders entitled to cast at least one
fifth of the votes which all stockholders are entitled to
cast at the particular meeting. Upon written request of any
person or persons who have duly called a special meeting, it
shall be the duty of the secretary to fix the date, place and
time of the meeting & to be held not more than thirty days
after the receipt of the request, and to give due notice
thereof to a the persons entitled to vote at the meeting.
Business at all special meetings shall be confined to the
objects stated in the call and the matters germane thereto,
unless all stockholders entitled to vote are present
and consent
Written notice of a special meeting of stockholders stating
the time and place of the meeting , and the object thereof,
shall be given to each stockholder entitled to vote at least
15 days prior, unless a greater period of notice is required
by Statute in a particular case.
Section.5. Quorum-- A majority of the outstanding shares of
the corporation entitled to vote, represented *in a person or
by proxy, shall constitute a quorum at a meeting of
1stockholders. if less than a majority of the outstanding
shares entitled to vote is represented at a meeting a
majority of the shares so represented. may adjourn the
meeting at anytime without further notice, The stockholders
present at a duly organized meeting rnay continue to
transact business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum.
Section 6. Proxies: Each stockholder entitled to vote at a
meeting of stockholders or to express consent or dissent to
corporate action in writing without a meeting may authorize
another
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Person Or Person to act for him by proxy, but no such proxy
shall be voted or acted upon after One Year from its date,
unless the proxy provides for a longer period, as allowable
by 1aw A duly executed proxy shall be irrevocable if it states
that it irrevocable and if, and only as long as, it is coupled
with an interest sufficient in law to support an irrevocable
power. A proxy may be irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock
itself or an interest in the corporation -generally. All
proxies shall be filed with the Secretary of the meeting,
before being voted upon.
Section 7 Notice of Meetings Whenever stockholders are
required or permitted to take any action at a meeting, a
written notice of the meeting shall be given which shall
state the place, date and hour of the meeting, and in the
case of a special meeting the purpose or purposes for which
the meeting is called. Unless otherwise provided by law,
written notice of any meeting, shall be given not less than
ten nor more than sixty days before the date of the meeting,
to each stockholder entitled to vote at such meeting.
Section 8. Consent in Lieu of Meetings-Any action required
to be taken at any annual or special meeting of stockholders
of a corporation, or any action which may be taken at any
annual or special meeting of such stockholders. may be taken
without a meeting, without prior notice and without a vote,
if a consent in writing, setting forth the action so taken
shall be signed by the holders o 'L outstanding stock having
not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and
voted. Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented
in writing.
Section 9. List Of Stockholders- The officer who has charge
of the stock ledger of the corporation shall prepare and
make. at least ten days before every meeting arranged in
alphabetical order. and showing the address of each
stockholder and the number of shares registered in the
name of each stockholder. No share of stock of which any
installment is due and unpaid shall be voted at any meeting
The list shall not be open to the examination of any
stockholder, for any purpose, except as required by
Delaware law. The list shall be kept either at a place
within the city where the meeting is to be held. which
place shall be specified in the notice of the meeting,
or, if not so specified, at the place where the meeting
is to be held. The list shall be produced and kept at
the time and place of the meeting during the whole time
thereof and may be inspected by any stockholder who is
present
ARTICLE IV - Directors
Section 1 . The business and affairs of this corporation
shal1 be managed by its Board of Directors. The Board of
Directors shall consist of on members, unless and until
this number is changed by an amendment to this article.
Each director shall be elected for a term of one year,
and until his successor shall qualify- or until his
earlier resignation or removal.
Section 2. Regular Meetings Regular meetings of the Board
of Directors shall be held without notice according to the
schedule of the regular meetings of the Board of Director
which shall be distributed to each Board member at the first
meeting each Year. The regu1ar meetings shall be held either
at the registered Office of the corporation. or at such other
place as shall be determined by the Board.
Regular meetings in excess of the one Annual meeting
(Art .III Sec.2) shall not be required if deemed
unnecessary by the Board.
Section 3. Special meetings of the Board of Directors
may be called by the Chairman of the Board of Directors on
5 days notice to all directors. either personally or
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by mail, courier service, E-Mail or telecopy; special
meetings may be called by the President or Secretary in
like manner and on like notice written request to the
Chairman of the Board of Directors.
Section 4. Quorum- A majority of the total number of
directors shall constitute a quorum for any regular or
special meetings of the Directors for the transaction of
business.
Section 5. Consent of Lieu of Meeting -Any action required
or permitted to be taken at any meeting of the Board of
Directors, or -of any committee thereof may be taken without
a meeting if all members of the Board or committee, as the case
rnay be, consent thereto in writing, and the writing or
writing are filed with the minutes Of Proceedings of the Board
or committee- The Board of Directors may hold its meetings.
And have an off-ice or offices anywhere in the world, within or
outside of the state of Delaware.
Section 6. Conference Telephone: Directors may participate
in a meeting of the Board, of a committee of the Board or
of the stockholders, by means of video conference telephone
or similar cornmunications equipment by means of which all
persons participating in the meeting can hear each other.
Participation in this manner shall constitute presence in
person at such meeting.
Section 7. Compensation: Directors as such shall not receive
any stated salary for their services, but by resolution of
the Board, a fixed sum per meeting and any expenses of
attendance, may be allowed for attendance at each regular or
special meeting of the Board. Nothing herein contained shall
be construed to preclude any director from serving the
corporation in any other capacity and receiving compensation
therefore.
Section 8. Removal - A director may be removed, with or
without cause, by the holders of a majority of the shares
then entitled to vote at an election of
directors. in accordance with the laws of Delaware.
-ARTICLE V - Officers
Section 1 - The executive officers of the corporation shall
be chosen by the Board of Directors. They shall be President,
Secretary Treasurer, one or more Vice Presidents and such
other officers as the Board of Directors shall deem necessary.
The Board of Directors may also choose a Chairman from among
its own members. Any number of offices may be held by the
same person.
Section 2. Salaries- Salaries of all officers and agents of
the corporation shall be determined and fixed by the Board
of Directors.
Section 3 . Term of Office: The officers of the
corporation shall serve at the pleasure of the Board of
Directors and shall hold office until their successors are
chosen and have qualified. Any officer or agent elected or
appointed by the Board may be removed by the Board of
Directors whenever, in its judgment, the best
interest of the corporation will be served thereby.
Section 4. President -The president shall be chief executive
officer of the corporation; he shall preside at all meetings
of the stockholders and directors; he shall have general and
active management of the business of the corporation. He
shall be EX OFFICIO a member of all committees. and shall
have the general power and duties of supervision and
management, as defined by the Board of Directors.
Section 5. Secretary - The Secretary shall attend all sessions
of the board and all meetings of the stockholders and act as
clerk thereof, and record all votes of the corporation and
the minutes of all its transactions in a book to be kept for
that purpose, and shall perform like duties for all the
committees of the Board of Directors when required. He shall
give, or cause to be given, notice of meetings of the
stockholders and of the Board of Directors, and such other
duties as may be prescribed by the Board of Directors or
President, under whose supervision
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shall be. He shall keep in safe custody the corporate seal of
the corporation, and when authorized by the Board- affix the
same to any instrument requiring it.
Section 6. Treasurer: The treasurer shall have custody Of the
corporate funds and securities and shall keep full and accurate
accounts of receipts , and disbursements in books belonging to
the corporation and shall keep the moneys of the Corporation
in a separate account to the credit of the corporation. He
shall disburse the funds of the corporation as may be ordered
by the Board, taking proper vouchers for such disbursements.
and shall render to the' President and directors. at the regular
meetings of the Board or whenever they may require it, an
account of all his transactions as Treasurer and of the
financial condition of the corporation.
ARTICLE VI VACANCIES
Section 1. Any vacancy occurring in any office of the
corporation by death, resignation, removal or otherwise, shall be
flied by the Board of Directors. Vacancies and newly created
directorships resulting from any 'increase in the authorized
number of diirectors may be filled by a majority of the
directors then in office, although less than a quorum, or cause,
the corporation should have no directors in office, then any
officer or other fiduciary entrusted with like responsibility
for the person or estate of a stockholder, may call a special meeting
of stockholders in accordance with the provisions of these by-laws.
Section 2. Resignations Effected at Future Date: When one or more
directors shall resign from the Board, effective at a future date,
a majority of the directors then in office, including those who have
resigned, shall have power to fill such vacancy or vacancies, the
vote thereon to take effect when such resignation or resignations
shall become effective.
ARTICLE VII - CORPORATE RECORDS
Section 1. Any stockholder of record in person or by attorney or
other agent, shall, upon written demand under oath stating the
purpose thereof have the right during the usual hours of business
to inspect for any proper purpose the corporation's stock ledger,
a list of its stockholders, and its minute of Stockholder meetings
for the past two years. A proper purpose shall mean a purpose
reasonably related to such person's interest as a stockholder. In
every instance where an attorney or other agent shall be the person
who seeks the right to inspection, the demand under oath shall be
accompanied by a power of attorney or such other writing which
authorizes the attorney or other agent to so act on behalf of the
stockholder- The demand under oath shall be directed to the
Corporation at its registered office or at its principal place
of business.
ARTICLE VIII - STOCK CERTIFICATES, DIVIDENDS, ETC.
Section 1. The stock certificates of the corporation shall be
numbered and registered in the Stock Transfer Ledger and
transfer books of the corporation as they are issued. They shall
bear the corporate seal and shall by signed by the
President and the Secretary.
Section 2. Transfers: Transfers of the shares shall be made on
the books of the corporation upon surrender of the certificates
therefore, endorsed by the person named in the certificate or by
attorney, lawfully, constituted in writing. No
transfer shall be made which is inconsistent xith applicable law.
Section 3. Lost Certificate- The corporation may issue a new stock
certificate in place of any certificate theretofore signed by it.
alleged to have been lost, stolen. or destroyed.
Section 4. -Record Date- In order that the corporation may
determine stockholders -entitled to notice of or to vote at any
meeting of stockholders on any adjournment thereof. or to express
consent to corporate action in writing -without a meeting or
entitled to receive payment any dividend or other distribution
or allotment of any rights, or entitled for the purpose of any
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other lawful action, the Board of Directors may fix, in advance, a
record date, which shall not be more than sixty days prior to any
other action.
If no record date is fixed:
(a ) The record date for determining stockholders entitled to notice
of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given,
or, if the notice is waived, at the close of the business on the day
next preceding the day on which the meeting is held.
(b) The record date for which determining stockholders entitled to
express consent to corporate action in writing without a meeting,
when no prior action by the Board of Directors is necessary, shall
be the day on which the first written consent is expressed.
(c) The record date for determining stockholders for any other purpose
shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.
(d) A determination of stockholders of record entitled to notice of or
vote at a meeting of stockholders shall apply to any adjournment of
the meeting: provided, however. that the Board of Directors may fix
a new record date for the adjourned meeting
Section 5. Dividends: The Board of Directors may declare and pay
dividends upon the outstanding shares of the corporation from time
to time and to such extent as they deem advisable, in the manner
and upon the terms and conditions provided by statute and the
Certificate of Incorporation.
Section 6. Reserves Before payment of any dividend there may be set
aside out of the net profits of the corporation such sum or sums as
the directors, from time to time, in their absolute discretion,
think proper as a reserve fund to meet contingencies, or for
equalizing dividends, or for repairing or maintaining the
property of the corporation or for such other purpose as the
directors shall think conducive to the interests of the corporation,
and the directors may abolish any such reserve in the manner in which
it was created.
ARTICLE IX - MISCELLANEOUS PROVISIONS
Section 1. Checks: All checks or demands for money and notes of the
corporation shall be signed by such officer or officers as the Board
of Directors may from time to time designate
Section 2. Fiscal Year- The fiscal year shall begin on the first day of
January of even, year, unless this section is amended according to
Delaware Law.
Section 3. Notice: Whenever written notice is required to be given to any
person, it may be given to such a person, either personally or by sending
a copy thereof through the mail, or by telecopy (FAX). or by telegram,
charges prepaid, to his address appearing on the books of the corporation
or supplied by him to the corporation to have been given to the person
entitled thereto when deposited in the United States mail or with a
telegraph office for transmission to such person. Such notice shall
specify the place, day and hour of meeting and, in the case of a special
meeting of stockholders, the general nature of business to be transacted
Section 4. Waiver of Notice: Whenever any written notice is required by
statue, or by Certificate or the by-laws of this corporation a waiver
thereof in writing, signed by the person or persons entitled to such a
notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving, of such notice. Except in the case of a special
meeting of stockholders, neither the business to be transacted nor the
purpose of the meeting need be specified in the waiver of notice of such
meeting. Attendance of a person either in person or by proxy at any meeting
shall constitute a waiver of notice of such meeting, except where a person
attends a meeting for the express purpose of objecting to the transaction
of any business because the meeting was lawfully convened.
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Section 5. Disallowed Compensation: Any payments made to an officer or
employee of the corporation such as a salary, commission, bonus, interest,
rent, travel or entertainment expense incurred by him, which shall be
disallowed in whole or in part as a deductible expense by the Internal
Revenue Service, shall be reimbursed by such officer or employee to the
corporation to the full extent of such disallowance. It shall be the duty
of the directors, as a Board, to enforce payment of each amount disallowed
In lieu of payment by the officer or employee, subject to the determination
of the directors, proportionate amounts may be withheld from his future
compensation payments until the amount owed to the corporation has been
recovered.
Section 6. Resignations. Any director or other officer may resign at any time
such resignation to be in writing, and to take effect from the time of its
receipt by the corporation, unless some time to be fixed in the resignation
and then from that date. The acceptance of a resignation shall not be
required to make it effective.
ARTICLE X - LIABILITY
Section 1. The personal liability of the founders is limited to the amount of
money put into the corporation. Stockholder liability is limited to the stock
held in the corporation.
Section 2- The directors' liability is limited according to Article X of the
certificate of incorporation. which state that it shall be limited to the
fullest extent of current Delaware Law.
ARTICLE X I - AMENDMENTS
Section I . These bylaws may be amended or repealed by the vote of stockholders
entitled to cast at least a majority of le votes which all stockholders are
entitled to cast thereon, at any regular or special meeting of the stockholders,
duly convened after notice to the stockholders of that purpose.
A signed copy of these by-laws shall be placed on file in the corporation's
main office as proof of the date of commencement of commercial activity of
the corporation.
This is the initial form of the company by-laws as of the incorporation
formation date as listed in the company's Certificate of Incorporation.
Corporate Seal: /s/ seal
/s/ L. E. Cooper
Exhibit 3.0 Resolution Adopting Bylaws of WECAP
UNANIMOUS CONSENT IN LIEU OF
FIRST MEETING OF BOARD OF DIRECTORS
Web Equity Capital Co. // WECAP
A DELAWARE CORPORATION
THE UNDERSIGNED, being a, the director of the above
named corporation, hereby adopts the following
resolutions:
RESOLVED, That the by-laws, as attached are adopted as
the by-laws of the corporation.
RESOLVED, That the following persons be appointed to
the
offices set opposite their respective names, to serve
for one year and until their successors are chosen:
L.E. Cooper -President (CEO),Treasurer, Secretary
RESOLVED, That the Secretary is hereby authorized and
directed to procure the proper corporate books, and the
Treasurer be and is hereby authorized and directed to
pay all fees and expenses incident to and necessary for
the organization of the corporation.
RESOLVED, That the stock certificates of this
corporation shall be in the form submitted and
attached.
RESOLVED, That the seal, an impression of which is
herewith affixed, be adopted as the corporate seal of
this corporation.
SEAL: /s/ seal impression
RESOLVED, That in order for the shareholder of the
corporation to enjoy the benefits of Section 1244 of
the internal Revenue Code, the proper officers of the
corporation are hereby directed to issue the shares of
the corporation in such a manner as to comply with the
conditions of Section 1244 and to see that all the
required records are maintained and the share
certificates are marked "Section 1244 Shares."
RESOLVED, That the Officers of this corporation be
authorized and directed to open a bank account in the
name of the corporation, in accordance with a form of
bank resolution attached to these minutes.
RESOLVED, That fully paid and non-assessable shares of
the corporation he issued for due consideration as
follows:
Name of Shareholder: Consideration:
Number of Shares Consideration:
(billions)
L.E. Cooper 75 Services to WECAP
Cooper Children Trust A 0.25 Services to WECAP
Cooper Children Trust B 0.75 Services to WECAP
Cooper Spouse Trust 0.25 Services to WECAP
and see attached sheet at end for additional shares
approved to be issued.
RESOLVED, That the Directors have determined that the
aforesaid consideration is good and sufficient
consideration for the shares issued.
RESOLVED, That the President and Secretary be and they
are hereby authorized and directed to issue and deliver
certificates of fully paid and non-assessable shares of
this corporation to the said stockholders listed above.
RESOLVED that in compliance with the laws of the State
of Delaware, this corporation shall have and
continuously maintain a registered office within the
state of Delaware and do reaffirm the appointment of
Harvard Business Services, Inc. as agent upon which
service of process against this corporation may be
served.
WECAP Resolution 7/15/99
Attachment to Resolution:
List of Shareholders cont.
Name of Shareholder No. of Shares
Consideration
(Billions)
Cooper Charitable 1.25 Services to
WECAP
Trust
And ADDITIONALLY,
Seven Billion shares are reserved for Affiliates
to be issued by WECAP in future at appropriate
time for following affiliates :
K.Co., DreamEast, BluComm,
Web Genome Research Co, Web Ocean Research Co,
Web Health Research Co, Web Hypersoar Research Co
And ALSO Additionally,
Ten Billion shares are approved to be issued to
those visiting WECAP's web site and signing up by
giving their name, name, address, phone number and
e mail address (if available) as consideration
with 500 shares given to each such persons
otherwise for FREE with other details handled by
LE Cooper including before issuing any shares
proper effective S-1 registration with SEC or SEC
waiver of S-1 --- and , such ten billion shares to
be non transferable until further public offering
for each and to be issued only as shares
registered with WECAP with no certificates until
future public offering
and any and all necessary acts, approvals for
above listed or discussed shares are hereby
approved.
RESOLVED, That the Proper officers of the
corporation -be and they hereby are authorized and
directed on behalf of the corporation, and under
its corporate seal, to make and file such
certificate, report or other instrument as may he
required by law to be filed in any state,
territory, or dependency of -the United States, or
in any foreign country, in which said officers
shall find it necessary or expedient to file the
same to authorize the corporation to transact
business in such state, territory, dependency or
foreign country
RESOLVED,, That the Treasurer of the corporation
is not instructed to file the 2553 form with the
IRS election Subchapter S tax status for the
corporation.
/s/ L.E. Cooper
Director L. E. Cooper
Dated: July 15, 1999
