SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2/A
THIRD AMENDMENT TO REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
TRADING SOLUTIONS.com, INC.
(Exact name of registrant as specified in its charter)
NEVADA 88-0425691 6289
(State or other jurisdiction (IRS Employer (Primary Standard Industrial
of incorporation or Identification Number) Classification Code Number)
organization)
200 Camino Aguajito, Suite 200
Monterey, CA 93940
(831) 375-6229
--------------------------
Natalie Shahvaran
200 Camino Aguajito, Suite 200
Monterey, CA 93940
(831) 375-6229
Copies of all communications to:
Gary R. Blume, Esq.
Blume Law Firm, P.C.
11801 North Tatum Boulevard, Suite 108
Phoenix, Arizona 85028-1612
Approximate date of commencement of proposed public offering: As soon as
practicable after this registration statement is effective.
The registrant hereby amend this registration statement on any date or dates as
may be necessary to delay its effective date until the registrant shall file a
further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on any date as the Commission, acting pursuant to said Section 8(a),
may determine.
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. [ X ]
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. [ ]
<TABLE>
The Offering
<CAPTION>
Price to Public Commissions Proceeds to Company (1)
<S> <C> <C> <C>
Per Share $ 1.00 $0 $ 300,000
Total $ 1.00 $0 $ 300,000
</TABLE>
(1) It is possible the Company may not sell any securities, in which case the
Proceeds to Company will be $0.
This offering will end on February 15, 2000.
1
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of each Proposed
class of Amount Maximum Proposed Amount of
Securities to to be Offering Price Maximum Registration
be registered Registered Per Share (1) Offering Price (1) Fee
<S> <C> <C> <C> <C>
Common Stock, 300,000 $1.00 $300,000.00 $88.50
$0.01 par value
Total 300,000 $1.00 $300,000.00 $88.50
</TABLE>
(1) Estimated solely for calculation of the amount of the registration fee
calculated pursuant to Rule 457(c).
The Exhibit Index appears on page 33 of the sequentially numbered pages of
this Registration Statement. This Registration Statement, including exhibits,
contains 63 pages.
2
<PAGE>
<TABLE>
TABLE OF CONTENTS
<CAPTION>
<S> <C>
Cover Page 4
Available Information 5
Prospectus Summary 5
The Company 5
The Offering 5
Summary Financial Information 6
Risk Factors 7
Use of Proceeds 9
Determination of Offering Price 10
Dilution 10
Plan of Distribution 10
Description of Business 11
Legal Proceedings 15
Directors, Executive Officers, Promoters and
Control Persons 15
Security Ownership of Beneficial Owners and Management 16
Description of Securities 16
Interest of Named Experts and Counsel 18
Disclosure of Commission Position on
Indemnification for Securities Act Liabilities 18
Management's Discussion and Analysis of
<PAGE>
Results of Operations and Financial Condition 18
Description of Property 19
Certain Relationships and Related Transactions 19
Market for the Registrant's Common Equity and Related
Stockholder Matters 19
Executive Compensation 20
Summary Compensation Table 20
Financial Statements 21
Experts and Legal Matters 33
Indemnification of Directors and Officers 34
Other Expenses of Issuance and Distribution 34
Recent Sales of Unregistered Securities 34
Exhibit Index 35
Signatures 36-37
</TABLE>
3
<PAGE>
Initial Public Offering Prospectus
TRADING SOLUTIONS.COM, INC.
200 Camino Aguajito
Suite 200
Monterey, California 93940
300,000 Shares of Common Stock
$1.00 Per Share
We will be selling all of the 300,000 shares of common stock offered in
this offering and will not use an underwriter nor pay a commission for the sale
of the shares. This is our initial public offering, and no public market
currently exists for our shares. The offering price may not reflect the market
price of our shares after the offering.
This Investment Involves a High Degree of Risk.
You Should Purchase Shares Only If You Can Afford a Complete Loss.
See "Risk Factors" beginning on page 6 for a discussion of factors that should
be considered by investors.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities, or determined if this
Prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
<TABLE>
The Offering
<CAPTION>
Price to Public Commissions Proceeds to Company
--------------- ----------- -------------------
<S> <C> <C> <C>
Per Share $ 1.00 $0 $ 300,000
Total $ 1.00 $0 $ 300,000
</TABLE>
You should rely only on the information contained in this document. We have
not authorized anyone to provide you with information that is different.
Application will be made to the NASDAQ OTC Bulletin Board Stock Market
under a symbol to be selected.
This is a best efforts offering with no minimum amount. No arrangements
have been made to place funds in escrow, trust or any similar account. Funds
will be immediately available to the Company.
4
<PAGE>
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission a Registration
Statement on Form SB-2 under the Securities Act of 1933 for the Common Stock
offered for sale in this document. The Company is not a reporting company. This
Prospectus contains all of the information set forth in the Registration
Statement and the exhibits and schedules to the Registration Statement. The
Registration Statement, including the attached exhibits and schedules, as well
as all future reports and other information filed by the Company with the
Securities and Exchange Commission, may be inspected without charge at the
Public Reference Room of the Securities and Exchange Commission's principal
office at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and
at the Securities and Exchange Commission's regional offices at 13th Floor,
Seven World Trade Center, New York, N.Y. 10048, and Suite 1400, Citicorp Center,
500 West Madison Street, Chicago, Illinois 60661. Copies of these materials can
also be obtained at prescribed rates from the Public Reference Section of the
Securities Exchange Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549. Electronic filings made through the Electronic Data
Gathering Analysis and Retrieval System are also publicly available through the
Securities and Exchange Commission's Web site (http://www.sec.gov).
Investors are cautioned that this registration statement contains trend
analysis and other forward-looking statements that involve risks. Words such as
"expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates,"
variations of these words and similar expressions are intended to identify these
forward-looking statements. These statements are based on current expectations
and projections about the online trading industry and assumptions made by
management and are not guarantees of future performance. Therefore, actual
events and results may differ materially from those expressed or forecasted in
the forward looking statements due to factors such as the effect of changing
economic conditions, material changes in currency exchange rates, conditions in
the overall online trading market, risks associated with product demand and
market acceptance risks, the impact of competitive products and pricing, delays
in new product development and technological risks and other risk factors.
PROSPECTUS SUMMARY
This summary highlights the material aspects of the offering that should be
considered by a prospective investor.
THE COMPANY
Trading Solutions.com, Inc. is an educational company instructing people in
online investing. The Company is currently offering classes in online investing.
The Company plans on developing an e-commerce business.
THE OFFERING
<TABLE>
<CAPTION>
<S> <C>
Securities Being Offered 300,000 Shares of Common Stock
Common Stock Outstanding
Before this Offering 2,700,000 Shares of Common Stock
Common Stock Outstanding
After this Offering 3,000,000 Shares
</TABLE>
USE OF PROCEEDS
The Company will receive $300,000 in gross proceeds from this offering if
all securities are sold. This is a best-efforts offering with no minimum. The
Company will rely on the proceeds from this offering to pay legal and accounting
fees and obtain working capital. As funds are received, they will be utilized in
the following order: (1) $20,000 will be used to pay legal and accounting fees,
(2) $30,000 will be used to develop and maintain the website, (3) $80,000 will
be spent on advertising when the website becomes operating, and (4) $100,000
will be used on new school openings. Any remaining proceeds will be used to
develop the online store and for general business purposes. If less than the
entire offering is received, funds will be applied according to the priorities
outlined above. For example, if $75,000 is received, $20,000 will be used to pay
legal and accounting fees, $30,000 will be used to develop and maintain the
website and the remaining $25,000 will be spent on advertising when the website
becomes operational. If less than $20,000 is received, the entire amount will be
applied toward legal and accounting fees. See "Use of Proceeds" and "Risk
Factors."
5
<PAGE>
SUMMARY FINANCIAL INFORMATION
The following tables set forth the summary financial information and other
equity information of the Company. The summary financial information in the
tables is derived from the financial statements of the Company and should be
read in conjunction with the financial statements, related notes and other
financial information included herein. See "Management's Discussion and Analysis
of Results of Operations and Financial Condition" and "Financial Statements."
Statement of Operations Data
----------------------------
<TABLE>
<CAPTION>
Period Ended
June 30, 1999
-------------
<S> <C>
Expenses
General and Administrative (31,476)
Total Expenses (31,476)
Other Income and Expenses
Interest Income (14)
Income Taxes 800
<PAGE>
Net Loss (32,290)
Net Loss Available to
Common Stockholders
Net (Loss) Per Share of
Common Stock (0.012)
Balance Sheet Data:
- -------------------
ASSETS
Current assets
Cash in bank $ 17,381
Prepaid rent 677
Total current assets 18,058
Furniture and equipment
Equipment 2,206
Furniture 600
2,806
Accumulated depreciation (44)
2,762
Total assets $ 20,820
LIABILITIES AND STOCKHOLDERS EQUITY
Current liabilities
Accounts payable $ 5,770
State corporate tax liability 800
Total current liabilities 6,570
Total liabilities 6,570
Stockholders' equity
Common stock, 20,000,000 shares authorized at a
par value of 0.01 (2,627,000 outstanding) 26,270
Paid in capital 20,270
Deficit incurred during development stage (32,290)
Total stockholder's equity 14,250
Total liabilities and
stockholder's equity $ 20,820
</TABLE>
6
<PAGE>
RISK FACTORS
The securities being offered in this registration statement involve a
substantial risk. If you are thinking about purchasing Shares, you should give
consideration to the following risk factors:
Risks Related to Our Business
-----------------------------
1. We have been operating for less than a year and we may not be able to achieve
or maintain profitability
We are a development stage company organized in 1999. Since we have not
proven the essential elements of profitable operations, you will be furnishing
venture capital to us and will bear the risk of complete loss of your investment
in the event our business plan is unsuccessful. We have only limited experience
and are expanding our operations, which may or may not provide profits to us. We
had no revenue as of June 30, 1999. We have also not been profitable, having an
accumulated loss of $32,290 through June 30, 1999.
2. Although our success is dependant upon the growth of Internet-related
industries, we may fail even if our industry experiences growth
Our future growth will greatly depend upon continued growth in the use of
the Internet. Even though our online school and our e-commerce business will not
be our only sources of income, we do not know if we can maintain the profit and
growth level expected. Some of the issues concerning the increased use of the
Internet include reliability, cost, access, and security, which may affect
further development of online services and electronic commerce in general, as
well as the market for our services and products. Our business may fail,
however, even if Internet-related industries see substantial growth.
3. Our independent auditor has expressed doubts about our ability to continue as
a going concern
We are a Development Stage Company as defined in Financial Accounting
Standards Board Statement No. 7. We are devoting substantially all of our
present efforts in establishing a new business and, although planned principal
operations have commenced, there have been no significant revenues. Our plans
regarding the matters which raise doubts about our ability to continue as a
going concern are disclosed
<PAGE>
in Note 1 to the financial statements. These factors raise substantial doubt
about our ability to continue as a going concern. The consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
4. Future sales of our common stock may have a depressive effect upon its price
We have issued 2,700,000 shares of common stock at an average price of
approximately $0.03 per share. These shares were issued in reliance on
exemptions from registration and will be freely tradeable at various times. As
these shares are sold into the market, the price of the common stock will be
depressed. Persons who have acquired share for $0.03 will be able to profitably
sell their shares at much less than the $1.00 offering price of the shares under
this offering. This tendency may drive the market price of the shares less than
the $1.00 offering price.
7
<PAGE>
5. Failure to retain our key executives or attract and retain qualified
technical personnel could harm our business and operating results.
The loss of one or more of our executive officers could inhibit the
development of our business and, accordingly, harm our business and operating
results. We have not entered into employment agreements with our key executive
officers and may not be able to retain them.
Qualified personnel are in great demand throughout the Internet and
investment services industries. Our future growth and our ability to achieve our
financial and operational objectives will depend in large part upon our ability
to attract and retain highly skilled technical, engineering, sales and marketing
and customer support personnel. Our failure to attract and retain personnel may
limit the rate at which we can expand our business, including the development of
new products and services and the retention of additional customers, which could
harm our business and operating results.
6. Concentration of ownership may give management and some shareholders
substantial influence
Our management and directors currently owns 1,250,000 of shares of our
common stock and Internet Finance.com, Inc. owns 1,210,000 shares. Robert A.
Strahl is the beneficial owner of the stock attributed to Internet Finance.com,
Inc. Robert A. Strahl is Michael A. Strahl's father. This represents 44% and 43%
of the outstanding shares of our common stock if all shares are sold. If the
officers and Internet Finance.com, Inc. vote in the same manner, they will
retain control over all of our affairs, including the election of the directors
and business transactions.
7. Your ownership interest will decrease substantially as additional shares are
issued
The securities currently held by investors will be diluted in market value
as more securities are issued. This dilution will be immediate and substantial.
We are authorized to issue 20,000,000 shares of common stock. When this offering
is completed 2,850,000 shares will be outstanding. We will have 17,172,500
shares remaining to be issued. You will have 5.3% of our outstanding shares
immediately after this offering. Should the additional 17,172,500 shares be
issued you will have 0.75% of the outstanding shares of common stock.
8. No studies regarding the marketability of our services or the effect of this
offering have been conducted
In formulating our business plan, we have relied on the judgment of our
officers, directors and consultants. No formal independent market studies
concerning the demand for our proposed services have been conducted, nor are any
planned. The effect of the sale of the Securities has not been analyzed for its
effect on our operations, our ability to obtain funds or financing or the
variations in share price due to additional shares being available for sale. As
a result, we may not be able to sell a sufficient portion of this offering to
allow us to operate successfully. Even if we do sell this entire offering,
moreover, we may still not prosper and you might lose your entire investment.
9. The price for our common stock could decline.
Before this offering, there has been no market for our Common Stock. We
arbitrarily determined the offering price of the Shares and this price bears no
relationship to assets, book value, net worth, earnings, actual results of
operations, or any other established investment criteria. Among the factors
considered in determining the offering price were our current financial
condition, the degree of control which the current shareholders desired to
retain, and an evaluation of the prospects for our growth. If we set the
offering price too high, we may not be able to sell enough of this offering to
follow our business plan, in which case you will lose your entire investment.
10. We do not intend to pay dividends
Our Board of Directors presently intends to follow a policy of retaining
earnings, if any, for the purpose of increasing our net worth and reserves. As a
result, there can be no assurance that any holder of Common Stock will receive
any cash, stock or other dividends on his shares of Common Stock. Future
dividends on Common Stock, if any, will depend on future earnings, financing
requirements and other factors. Since the time of inception we have paid no
dividends to shareholders. It is highly unlikely, therefore, that you will
receive any dividend on the shares of stock you purchase in this offering.
8
<PAGE>
11. We have no public market for our securities
At this time no market exists for the sale or purchase of the common stock.
After this registration is effective, we will apply to list our common stock on
the NASD bulletin board exchange. Even when listed, the number of shares
outstanding will not be enough to provide the large volume of trading that will
enable the share price to be stable. This means that you may not be able to buy
or sell shares at will or may be able to sell them only at a price substantially
lower than the offering price.
12. You may not be able to buy or sell our stock at will and may lose your
entire investment
We are not listed on any stock exchange at this time. We will make
application to NASD to become a bulletin board listed company. These are known
as "penny stocks" and must follow various regulations involving disclosures to
be given to you prior to the purchase of any penny stocks. These disclosures
require you to acknowledge you understand the risk associated with buying penny
stocks and that you can absorb the entire loss of your investment. Penny stocks
are low-priced securities that do not have a very high trading volume. Because
of this the price of the stock is volatile and you may not be able to buy or
sell the stock when you want.
13. We may have Year 2000 problems which negatively impact our business
The Year 2000 issue arises because many computerized systems use two digits
rather than four to identify a year. Date sensitive systems may recognize the
Year 2000 as 1900 or some other date, resulting in errors when information using
the year 2000 date is processed. Similar problems may arise in some systems
which use dates in 1999 to represent something other than a date. The effects of
the Year 2000 issue may be experienced before, on, or after January 1, 2000, and
if not addressed, the impact on operations and financial reporting may range
from minor errors to significant system failure which could affect our ability
to conduct normal business operations. This creates potential risk for all
companies, even if their own computer systems are Year 2000 compliant. It is not
possible to be certain that all aspects of the Year 2000 issue affecting us,
including those related to the efforts of customers, suppliers, or other third
parties, will be fully resolved.
We currently believe that our systems are Year 2000 compliant in all
material respects. Our current systems and products may contain undetected
errors or defects with Year 2000 date functions that may result in material
costs. Although we are not aware of any material operational issues or costs
associated with preparing our internal systems for the Year 2000, we may
experience serious unanticipated negative consequences. Examples of negative
potential consequences include significant downtime for one or more of our
website properties, or material costs caused by undetected errors or defects in
the technology used in our internal systems. The purchasing patterns of
advertisers may correct their current systems for Year 2000 compliance. We do
not currently have any information about the Year 2000 status of our advertising
customers. These expenditures may result in reduced funds available for web
advertising or sponsorship or web services, which could have a material adverse
effect on our business, operations and financial condition.
USE OF PROCEEDS
The Company will rely on the proceeds from this offering to open additional
schools, advertise, acquire an online store, and pay legal and accounting fees.
This is a best-efforts offering with no minimum. The principal purposes and
priorities in which proceeds are to be used, are as follows:
<TABLE>
<CAPTION>
<S> <C>
Legal and Accounting $ 20,000
Web Site Development $ 30,000
Advertising $ 80,000
Open and Maintain Schools (two to three) $ 100,000*
Online store development or acquisition $ 50,000
Working Capital $ 20,000
Total $ 300,000
</TABLE>
*This will include salaries paid to officers. This estimate is for three
schools.
Any funds not used for the purposes indicated will be used for general working
capital. If less than the entire offering is received, funds will be applied
according to the priorities outlined above. For example, if $75,000 is received,
$20,000 will be used to pay legal and accounting fees, $30,000 will be used to
develop and maintain the website and the remaining $25,000 will be spent on
advertising when the website becomes operational. If less than $20,000 is
received, the entire amount will be applied toward legal and accounting fees.
9
<PAGE>
DETERMINATION OF OFFERING PRICE
Because there has been no prior public trading market for our common stock,
the initial public offering price of the common stock has been determined by
management and is not necessarily related to our asset value, net worth or other
criteria of value. The factors considered in determining the offering price
include an evaluation by management of the history of and prospects for the
industry in which we compete and our earnings prospects. Factors such as our
financial results, announcements of developments related to our business, and
the introduction of products and product enhancements by ourselves or our
competitors may have a significant impact on the market price of our securities.
DILUTION
As of July 31, 1999, the Company had issued 2,700,000 shares of Common
Stock and the net tangible book value per share of the Common Stock was $.0078
per share of Common Stock. After giving effect to the receipt of the estimated
net proceeds from the sale of all of the Shares, and assuming that the offering
price of the Shares is $1.00 per Share, you will have paid a total of $300,000
for 300,000 shares of Common Stock and the net tangible book value of the
Company's presently outstanding shares will increase to $0.1078 per share. The
investors will experience a corresponding dilution of $0.8922 per share from the
offering price.
The following table illustrates the per share dilution to you:
<TABLE>
<CAPTION>
<S> <C>
Offering Price per share .................................................. $1.0000
Net tangible book value per share before offering ...................... $0.0078
Increase in net tangible book value per share attributable
to investors purchasing in this offering ............................ $0.1000
Pro forma net tangible book value per share after offering ................ $0.1078
Dilution per share ........................................................ $0.8922
</TABLE>
The following table summarizes the differences between existing
shareholders, as of July 31, 1999, and new investors with respect to the number
of Common Shares purchased from the Company, the total consideration paid and
the average price per share:
<TABLE>
<CAPTION>
Shares Purchased Total Consideration Paid Average Price
Number Percent Amount Percent Per Share
------ ------- ------ ------- ---------
<S> <C> <C> <C> <C> <C>
Existing Shareholders 2,700,000 90% $ 70,995 19% $0.0263
New Investors 300,000 10% $300,000 81% $1.0000
Total 3,000,000 100% $370,995 100%
</TABLE>
PLAN OF DISTRIBUTION
We are offering the securities for sale through our officers and directors.
We intend to engage the services of a registered broker or dealer in each state
that requires that a registered broker or dealer act on behalf of a company
selling its own securities in that state. The offering is a "best-efforts"
offering and will conclude at the discretion of the Company, or sooner if all
the shares are sold. No underwriter has been engaged and no commitment to
provide the funds has been made. A subscription agreement will be required to be
submitted by all purchasers of the shares. Please see the table below
summarizing the offering.
10
<PAGE>
<TABLE>
The Offering
<CAPTION>
Price to Public Commissions Proceeds to Company (1)
--------------- ----------- -----------------------
<S> <C> <C> <C>
Per Share $ 1.00 $0 $ 300,000
Total $ 1.00 $0 $ 300,000
(1) It is possible the Company may not sell any securities, in which case the
Proceeds to Company will be $0.
</TABLE>
DESCRIPTION OF BUSINESS
The following discussion and analysis of our plan of operation should be
read in conjunction with the more detailed financial information contained in
our financial statements and the notes to the financial statements, all of which
is included elsewhere in this prospectus. This prospectus contains
forward-looking statements that involve risks . Our actual results may differ
materially from the results discussed in the forward-looking statements.
Overview
- --------
The Company is a development stage company, which is establishing an online
trading school along with several trading schools in California. The Company
will also sell services and products through its online store. Students and
shoppers will be able to purchase our services through our web site at
www.tradingsolutionsinc.com. Our web site is currently under development and is
expected to be operational by the end of 1999.
The Company was incorporated on May 14, 1999 by seven persons or entities
contributing $0.001 per share for 2,495,000 shares of common stock. The Company
also received funds from the exercise of options to purchase 85,000 shares of
common stock for $0.10 per share and the sale of a Regulation D private
placement of 120,000 shares for $0.50 per share. This provided the
capitalization of the Company.
In December 1999 the Company changed its Fiscal Year End to March 31.
The Company has not yet begun operating and has no revenue. Since
inception, the Company has been engaged in developing corporate structure,
planning operations, capital raising activities, and negotiating agreements with
prospective business affiliates. The Company has no operating revenue to date.
Cash Requirements and Additional Funding
- ----------------------------------------
Although management believes that the proceeds from this offering will
satisfy the Company's cash requirements for the next twelve months, we
anticipate an increase in capital expenditures consistent with anticipated
growth in operations, infrastructure and personnel. The Company will also
continue to expand marketing and development programs. The money needed will
depend on the market acceptance of the online training program and the costs to
maintain and upgrade the web site.
Additional Research and Development
- -----------------------------------
The Company will not have significant research and development expenses
during the next 12 months. The development of the web site design will be
achieved through modifications of available technologies.
<PAGE>
The Company will hire technical personnel to service the web site when
funds become available. Until then the Company will be required to engage the
services of a third party to develop the web site. The Company anticipates that
the total cost of the web site services will be $30,000.
Business
- --------
The Company intends to work on two projects.
1. Trading Solutions.com, Inc. trading school is designed to provide
education for people interested in online investing. The Company will offer
training for beginners as well as experienced traders. Courses will consist of a
combination of theory sessions linked closely with a practical hands-on
approach. The Company will provide online training, individual training, small
group sessions and seminars on various trading and computer-related subjects.
11
<PAGE>
2. The Company intends to establish or acquire an e-commerce business and
link it with the online trading school. The Company will offer a wide variety of
products for investors, including books, magazines, newspapers, online
newsletters and trading software packages.
Overview of Internet-Based Industry
- -----------------------------------
Online trading is becoming more and more popular among people of different
ages, education, professions, and backgrounds. Trading Solutions.com, Inc. is
aiming at persons interested in investing but not familiar with computers or the
Internet, as well as existing traders who would like to improve their trading
techniques.
According to the Spring 1999 edition of Women In Touch magazine, "...there
are approximately 7 million online accounts registered with U.S. brokerages, and
about 350,000 trades taking place each and every day. By the end of year, the
number of online account is expected to top 10 million." The same magazine
states, according to National Foundation for Women Business Owners, a majority
of women entrepreneurs are looking into investing online. Trading Solutions.com,
Inc. intends to offer its services to this group of investors.
Financial Service Online May 1999 edition also mentions that, according to
a recent report from Credit Suisse First Boston Corp., the number of online
trades grew by almost 35% during the first quarter of 1999. This growth came
following a 34% growth in the fourth quarter of 1998.
Investment News from 5/17/99 says that as much as 19% of households with
$750,000 or more investment money will be trading online, up 5% from 1997.
According to the same magazine, the amount of American households investing
through online brokerage accounts will rise from 2.4 million at the end of 1998
to 4.3 million by the end of 2000.
By 2003 worldwide Internet Commerce will approach $3.2 trillion and
represent nearly 5% of all global sales, according to Small Business Computing,
"ABC's of E-Commerce", March, 1999. Another article, "Cyberspace Marketplace"
from Time Magazine, 7/20/98, says that by the year 2000, an estimated 1 in 4
families will be buying general merchandise online.
Marketing Strategies
- --------------------
Media Advertising
- -----------------
The Company's marketing strategy is directed towards beginners and
experienced traders. Management will work to establish a local market niche for
each one of its trading schools by advertising in local newspapers and radio.
Management will work to increase the public's awareness of the Company's name
and its services. This goal is to be achieved by carefully positioned editorials
regarding the Company's services. Special events will be sponsored from which
name affiliation and public familiarity with the services and products offered
can be achieved.
Radio and Television Advertising
- --------------------------------
The Company will optimize advertising dollars spent on radio by purchasing
air time from those radio stations whose demographics most closely resemble the
Company's clientele. Management will be responsible for contacting account
executives from various local stations and requesting proposals and statistics
regarding their station's listeners and advertising packages.
Internet and Print Advertising
- ------------------------------
The Company intends to advertise on the Internet through its web page,
which will be updated regularly. The Company will also maintain advertisements
in the local newspapers. The Company will also produce color catalogs to be
printed and distributed throughout the year.
Business Strategy
- -----------------
We want to become a leading online training school combined with an online
store for a one-stop learning experience. The Company will offer classes and
information with current technological information. We intend to affiliate with
professional traders to teach our online classes and seminars. Currently, the
information most in demand includes online trading, electronic trading, day
trading strategies, and the software applied in trading. We intend to offer as
many types of training and as great a variety within each subject category as
possible. We also intend to invest in our web site infrastructure. We will offer
our students access to our online store to make it easy for them to purchase
everything they need for trading and investing online. Through the online store
linked with the online school, we intend to offer products such as literature
and newspapers, books, newsletters and reader's digests, along with the trading
software packages that would specifically target online investors.
12
<PAGE>
To promote learning through Trading Solutions.com, we intend to incorporate
various features in the online school. We will update our web site to ensure
that the site is interesting and offers current information.
Sources of Revenue
- ------------------
Tuition
- -------
During the first stage of operations, revenues will be derived primarily
from the tuition paid by the students attending our schools, in person or
through the Internet.
The Company is planning to open three or four schools in the Bay Area in
California. Up to $100,000 of the funds raised through this offering will be
used to open these schools. This provides excess funds beyond the $20,000
estimate of the cost of opening the schools. We will know immediately if the
estimates are accurate and will modify the number of sites accordingly.
The number of training facilities which will actually open may be adjusted
in accordance with the amount of available funds. Once identified, the time to
develop a particular location varies, depending on the circumstances at each
site. A training facility can be completed in 30 to 60 days from the beginning
of the design phase. The Company's investment in a location will range from
$15,000 to $20,000 to acquire all the furniture, equipment, supplies, have some
advertising to bring the location to the point where it can be profitable. We
believe that our training facilities will not require additional funding after
the initial investment is made.
An online training school can begin operating as soon as the software and
the web site are developed for the Company. The Company is planning to establish
or acquire an Internet commerce business at an estimated cost of $50,000 to
$75,000. Profits generated from online sales are expected to be moderate and
provide additional capital for the Company's growth. The Company will be forced
to develop this software if an acquisition cannot be made or pay a third party
to develop the software.
One local web site development company which we may possible use for
development, Net-Clients.com, could develop a web site that will load to any
commercially available Internet browsers and have an e-commerce capability. Net-
Clients.com could develop software that would allow broadcasting of classes over
the Internet with existing technology. We will spend up to $30,000 of the funds
raised on our web site development.
Our goal is to become a profitable online trading school. We intend to
affiliate with professional traders and financial advisors to teach our classes.
We will offer books, video and audio learning courses by leading authors, and as
many types of products, and as wide a variety within each product category, as
possible. We will also adopt features that would attract and retain students by
offering different levels of training to address the needs of people with
different backgrounds and computer experience. We will offer basic computer
classes to prepare the students who are not familiar with the Internet.
Competition
- -----------
While there are several experienced online traders who offer seminars, not
all operate in our target market segment. Developing strategies to take market
share away form these limited number of competitors will be our marketing
approach. Based on this marketing premise, we are not really competing with the
overpriced, short-term trading seminars. The strategy is to demonstrate a very
high perceived value-to-price ratio to a wide segment of potential customers
that are looking for personalized, professional instructing, without the
obstacle of a high price. We believe that the competition at this level is
limited. Some of the companies offering trading seminars are charging from $900
to $3,500 per seminar. Our basic computer and online trading courses for the
beginners will be priced at $120 to $175 per course. More advanced trading
seminars and classes will be offered to the public at $400 to $700 per course.
13
<PAGE>
HL Camp & Company offer trading seminars at $1,095 each, Legend Trading
Seminars cost $2,895 per seminar, ActiveTrade day trading classes are priced at
$3,500. Most of the seminars are oriented specifically to day trading and are of
no use to the people who would like to invest online. We are not aware of any
trading schools in the Bay area that would offer all or similar services to
students. The Company will provide its customers with choices, which span
different levels of readiness while also offering basic computer training and
possible online training.
The Company also faces competition from other web sites that provide online
investment training. We believe that by offering an all-in-one service and
providing students with the ability to purchase all the educational materials
through the web site, the Company can successfully compete in this market. We
believe the online trading education market is not saturated and has great
expansion potentials.
Government Regulation
- ---------------------
We are not currently required to follow the regulations of any government
agency, other than regulations applicable to businesses generally or applicable
to electronic commerce. There is a chance that as the Internet becomes more
popular, new laws and regulations may be issued, which will affect companies
conducting business through the Internet. We believe that the new laws and
regulations covering consumer protection, security and privacy issues will
benefit the consumers and make people more comfortable receiving services
online. The Government may also impose additional taxes on the sales conducted
over the Internet, which will increase the cost of the operation.
Intellectual Property Rights
- ----------------------------
No licenses or patents are required for our business. The only
confidentiality is our trading system and portfolio positions, which are only
disclosed to the board members. The board of directors and secretarial staff
have all signed confidentiality and non-disclosure agreements.
Employees
- ---------
As of June 29, 1999, the Company had no full time employees. Board Members
and Officers are devoting their time and effort to developing and promoting the
Company. Chief Executive Officer, Natalie Shahvaran is devoting 40 hours per
week to the affairs of the Company. Directors, Michael A. Strahl and Susan F.
Turner devote a minimum of 8 hours each per week. The Company is also using the
services of several consultants. Additional employees will be hired as required.
Year 2000 Issues
- ----------------
The Year 2000 issue arose because many existing computer programs use only
the last two digits to refer to a year. Therefore, these computer programs do
not properly recognize a year that begins with 20 instead of 19. If not
corrected, many computer applications could fail or create erroneous results.
Management has initiated a comprehensive program to prepare the Company's
systems for the year 2000. The Company is actively engaged in testing and fixing
applications to ensure they are Year 2000 ready. The Company does not separately
track the internal costs incurred for the Year 2000 project, but these costs are
principally the related payroll costs for corporate staff. The Company currently
does not expect remediation costs to be material nor does it expect any
significant interruption to its operations because of Year 2000 problems.
The Company is in the process of contacting all third parties with which it
has significant relationships, to determine the extent to which the Company
could be vulnerable to failure by any of them to obtain Year 2000 compliance.
Some of the Company's major suppliers and financial institutions have confirmed
that they anticipate being Year 2000 compliant on or before December 31, 1999,
although many have only indicated that they have Year 2000 readiness programs.
To date, the Company is not aware of any significant third parties with a Year
2000 issue that could materially impact the Company's operations, liquidity or
capital resources. The Company has no means, however, of ensuring that third
parties will be Year 2000 ready and the potential effect of third-party
non-compliance is currently not determinable.
14
<PAGE>
The Company has devoted and will continue to devote the resources necessary
to ensure that all Year 2000 issues are properly addressed. There can be no
assurance, however, that all Year 2000 problems are detected. Further, there can
be no assurance that the Company's assessment of its third party relationships
could be accurate. Some of the potential worst-case scenarios that could occur
include (1) corruption of data in the Company's internal systems and (2) failure
of government and insurance companies' reimbursement programs. If any of these
situations were to occur, the Company's operations could be temporarily
interrupted. The Company intends to develop Year 2000 contingency plans for
continuing operations in the event these problems arise.
The Company's executive offices are located at 200 Camino Aguajito, Suite
200, Monterey, CA, 93940. Its telephone number is (831) 375-6229.
LEGAL PROCEEDINGS
The Company is not a party to any pending legal proceedings.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The following information sets forth the names of the officers and
directors of the Company, their present positions with the Company and
biographical information.
Natalie Shahvaran (Age 22). President, Chief Executive Officer, Chief Operating
Officer, Director. Ms. Shahvaran graduated from Heald Business College with
honors and received her Associate's Degree in Computer Business Administration
in 1999. The associate's degree is a two year professional vocational degree.
She has been managing one of her family trading accounts with Datek Online
Brokerage for a period of eight months. Ms. Shahvaran worked as a computer
consultant for Monterey Ventures, Inc. from 1998 to 1999. Monterey Ventures is a
venture capital and financing company for small companies. Ms. Shahvaran was
employed by Heald College as a college algebra/business math tutor from January
1997 to December 1998.
Michael A. Strahl (Age 40). Secretary, Director. Mr. Strahl graduated from
Western State College and received his BA in Business Administration/Finance. He
was the Vice President and Director of Themiis Corporation, a merchant bank
specializing in environmental management from June 1997 to July 1999. He was
Vice President and Chief Operating Officer of Environmental Enzymes, Inc., an
enzyme manufacturing company from February 1999 to July 1999. He is currently on
the board of directors of Internet Finance.com, Inc. and Monterey Technologies,
Inc. Michael A. Strahl is also a part owner and board member since March of 1994
of the Environmental Business Network. Inc., an environmental solutions oriented
company. He was President of Environmental and Energy Group, Inc. (EEG),
consultant to the oil and gas industry from April 1992 to August 1993. Before
joining the environmental industry, Michael A. Strahl was a NASD Principal with
Corporate Securities Group from April 1998 to January 1999 and was a branch
manager for Oxford Financials from February 1990 to May 1990. An NASD Principal
must pass a series 24 Securities License which allows him to be a branch manager
of a stock brokerage form.
Susan Turner (Age 44). Chief Financial Officer, Treasurer, Director. Ms. Turner
attended the University of Michigan School of Business Administration and
received her BA in Business Administration in April 1975. She graduated with a
major in Accounting. Ms. Turner passed the CPA exam in November 1975 and
obtained a Michigan CPA license April 1978, a Georgia license September 1980 and
a California license December 1985. Ms. Turner is currently a Certified Public
Accountant. Ms. Turner started her professional career over 20 years ago with
Peat, Marwick, Mitchell, a national CPA firm from September 1975 to April 1977.
She was also audit manager for the Commercial Loan Department of General
Electric Credit Corporation in Palo Alto, CA from November 1978 to July 1981.
Ms. Turner previously managed the tax department of McGilloway & Elstob in
California from December 1984 to September 1987, and has been the proprietor of
her own CPA firm since 1987. Ms. Turner will handle the Corporation's financial
matters, including financial statement preparation, tax returns, budgeting and
forecasting.
15
<PAGE>
SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of July 31, 1999, the beneficial
ownership of the Company's Common Stock by each person known by the Company to
beneficially own more than 5% of the Company's Common Stock outstanding as of
July 31, 1999 and by the officers and directors of the Company as a group.
Except as otherwise indicated, all shares are owned directly. The beneficial
ownership includes shares issued at the effective date of this offering. The
percent of class is before the offering.
After the offering Natalie Shavaran will have 44% and Internet Finance.com,
Inc. will have 46%. Robert Strahl, father of Michael Strahl, officer and
director of the Company is the beneficial owner of the shares of common stock
issued to Internet Finance.com, Inc.
<TABLE>
<CAPTION>
(1) (2) (3) (4) (5)
Percent of Percent of
Name and address of Amount and Nature Class Before
Class After
Title of Class beneficial owner Of Beneficial Ownership Offering
Offering
<S> <C> <C> <C> <C>
Common Stock Natalie Shahvaran 1,250,000 46%
44%
P.O. Box 22851
Carmel, CA 93922
Common Stock Internet Finance.com, Inc. 1,210,000 46%
43%
200 Camino Aguajito
Number 200
Monterrey, CA 93940
Common Stock Monterey Ventures, Inc. 50,000 2%
1.8%
200 Camino Aguajito
Number 200
Monterrey, CA 93940
Common Stock Michael A. Strahl 20,000 0.7%
0.7%
814 Bel Air Way
Salinas, CA 93901
Common Stock Susan F. Turner 20,000 0.7% 0.7%
P.O. Box 3687
Carmel, CA 93921
Common Stock Directors and Officers 1,290,000 48%
45%
as a group (3 persons)
</TABLE>
DESCRIPTION OF SECURITIES
Common Stock
- ------------
The Company is authorized to issue 20,000,000 shares of common stock with a
par value of $0.01 per share. Currently 2,700,000 shares are outstanding and no
options or warrants remain outstanding and no shares are reserved for any
options or warrants. Holders of the Common Stock are entitled to one vote for
each share held by them of record on the books of the Company in all matters to
be voted on by the stockholders. Holders of Common Stock are entitled to receive
dividends as may be declared from time to time by the Board of Directors out of
funds legally available, and in the event of liquidation, dissolution or winding
up of the Company, to share ratably in all assets remaining after payment of
liabilities. Any declaration of dividends on Common Stock will be at the
discretion of the Board of Directors and will depend upon a number of factors,
including the future earnings, capital requirements and financial condition of
the Company. The Company has not declared dividends on its Common Stock in the
past and the management currently anticipates that retained earnings, if any, in
the future will be applied to the expansion and development of the Company
rather than the payment of dividends.
16
<PAGE>
The holders of Common Stock have no preemptive or conversion rights and
there will not be further calls or assessments by the Company. There are no
redemption or sinking fund provisions applicable to the Common Stock. The Common
Stock currently outstanding is, and the Common Stock offered by the Company
hereby will, when issued, be validly issued, fully paid and nonassessable.
Voting Requirements
- -------------------
<PAGE>
The Articles of Incorporation require the approval of the holders of a
majority of the Company's voting securities for the election of directors and
for fundamental corporate actions, such as mergers and sales of substantial
assets, or for an amendment to the Articles of Incorporation. There exists no
provision in the Articles of Incorporation or Bylaws that would delay, defer or
prevent a change in control of the Company.
Transfer Agent
- --------------
The transfer agent and registrar for the Company's Common Stock is
Silverado Stock Transfer, Inc., 8170 S. Eastern Avenue, Suite 4, PMB 602, Las
Vegas, NV, 89123. Its telephone number is (702) 263-0920.
Shares Eligible for Future Sale
- -------------------------------
As of July 31, 1999, the Company had 2,700,000 shares of Common Stock
outstanding. Of the 2,700,000 shares of Common Stock outstanding, 2,500,000
shares of Common Stock are beneficially held by "affiliates" of the Company. All
shares of Common Stock registered pursuant to this Registration Statement will
be freely transferable without restriction or registration under the Securities
Act, except to the extent purchased or owned by "affiliates" of the Company as
defined for purposes of the Securities Act.
In general, under Rule 144 as currently in effect, a person who has
beneficially owned "restricted" securities for at least two years, including
persons who may be deemed to be "affiliates" of the Company, may sell publicly
without registration under the Securities Act, within any three-month period,
assuming compliance with other provisions of the Rule, a number of shares that
do not exceed the greater of (i) one percent of the Common Stock then
outstanding or, (ii) the average weekly trading volume in the Common Stock
during the four calendar weeks preceding the sale. A person who is not deemed an
"affiliate" of the Company and who has beneficially owned shares for at least
three years would be entitled to sell the shares under Rule 144 without regard
to the volume and other limitations described above.
Penny Stocks
- ------------
The Company's shares are "penny stocks" within the definition of that term
contained in Rules 15g-1 through 15g-9 promulgated under the Securities Exchange
Act of 1934, as amended, which imposes sales practices and disclosure
requirements on certain broker-dealers who engage in certain transactions
involving penny stocks. These additional sales practices and disclosure
requirements could impede the sale of the Company's securities, including
securities purchased herein, in the secondary market. In addition, the liquidity
for the Company's securities may be adversely affected, with concomitant adverse
effects on the price of the Company's securities.
Under the penny stock regulations, a broker-dealer selling penny stocks to
anyone other than an established customer or "accredited investor" (generally,
an individual with an net worth in excess of $1,000,000 or annual income
exceeding $200,000 or $300,000 together with his or her spouse) must make a
special suitability determination for the purchaser and must receive the
purchaser's written consent to the transaction prior to the sale, unless the
broker-dealer is otherwise exempt. In addition, unless the broker-dealer or the
transaction is otherwise exempt, the penny stock regulations require the
broker-dealer to deliver, prior to any transaction involving a penny stock, a
disclosure schedule prepared by the Securities and Exchange Commission relating
to the penny stock. A broker-dealer is also required to disclose commissions
payable to the broker-dealer and the Registered Representative and current
quotations for the securities. A broker dealer is additionally required to send
monthly statements disclosing recent price information with respect to the penny
stock held in a customer's account and information with respect to the limited
market in penny stocks.
17
<PAGE>
INTEREST OF NAMED EXPERTS AND COUNSEL
The Company's securities counsel, Blume Law Firm, P.C., of Phoenix, Arizona
currently holds 10,000 shares of our common stock.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
The Company has indemnified all officers, directors and controlling persons
of the Company against all liabilities from the sale of securities which might
arise under the Securities Act of 1933 other than as stated under Nevada law.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to these persons pursuant to the foregoing provisions, the
Company has been informed that, in the opinion of the Securities and Exchange
Commission, this indemnification is against public policy as expressed in the
Act and is therefore unenforceable.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
When used in this discussion, the words "believes", "anticipates",
"expects" and similar expressions are intended to identify forward-looking
statements. Actual results could be substantially different from those projected
due to risks and uncertainties. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date
hereof.
Results of Operations
- ---------------------
The Company had no revenues for the period ending July 31, 1999. To date
the Company has not relied on any revenues for funding its activities and it
does not expect to receive revenues from operations to be profitable for at
least six months following the receipt of the funds raised through this
offering. We believe that the proceeds from this offering will satisfy the
Company's cash requirements for the next twelve months. The Company is also
relying on revenues received from its business. The Company anticipates an
increase in capital expenditures consistent with anticipated growth in
operations, infrastructure and personnel. The Company will also continue to
expend marketing and development programs.
Liquidity and Capital Resources
- -------------------------------
The Company does not believe that there will be significant research and
development expenses during the next 12 months. Even though we have contracted
an independent company to develop our web site design, this development will be
achieved through modifications of available technologies. Expenditures on
activities of this type do not constitute research and development expenses.
The Company expects to hire technical personnel to service the web site as
soon as sufficient funds become available either as a result of this offering,
or from the profits gained through the Company's operations. Until then the
Company will be required to engage the services of a third party to develop the
web site. The Company anticipates that the total cost of these web site services
will be $30,000.
The Company does not anticipate purchasing or selling any plant or
significant equipment during the next twelve month. We also plan to hire up to
ten additional employees by the end of our first 12 months of operations. These
additional employees may serve in any of the following capacities: teaching;
marketing and promotion; administration; and web site technicians.
<PAGE>
18
DESCRIPTION OF PROPERTY
Presently, no equipment or properties except basic computer equipment are
owned. The Company anticipates purchasing additional computer equipment for
training and trading. In addition, office furniture and office equipment that
will be needed to conduct business instruction in trading will be purchased. The
funds will come from this offering.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On May 13, 1999, Trading Solutions.com entered into an Investment Banking
Agreement with Internet Finance.com, Inc. Under this agreement, Internet
Finance.com, Inc. was to assist the Company in the corporate formation, business
and strategic plan, assist in the areas of management structure, line
projections and marketing. Internet Finance.com, Inc. has also provided the
Company with a $3,000 bridge loan, which was repaid by the Company on June 1,
1999. Internet Finance.com, Inc. purchased 1,200,000 shares of common stock at
$.001 per share. Trading Solutions.com has also agreed to pay Internet
Finance.com, Inc. a consulting fee of $22,000 for its services. Michael A .
Strahl is the director designee appointed by Internet Finance.com under the
terms of the agreement.
Internet Finance.com, Inc. is providing consulting services to the Company
on a continual basis. Internet Finance.com, Inc. assists the Company in its
corporate day-to-day responsibilities, helps prepare investor presentation
packages, and gives professional advice and assistance in the areas of corporate
structure, corporate finance, and management structure. Internet Finance.com,
Inc. will perform the aforementioned services for a fee of $22,000 for a period
of time needed for the Company to receive funding through its SB-2 filing. There
are no concrete plans to retain the consulting services of Internet Finance.com,
Inc. upon completion of the offering.
When this offering is completed, the Company will acquire and commence
operations of an online store and will open and run additional schools.
The Company currently rents office space from Monterey Ventures, Inc. This
rental is on terms that are at least as favorable as those obtainable from
unrelated parties.
Natalie Shahvaran, who is an executive officer and a director of Trading
Solutions.com, Inc., was issued 1,200,000 shares of common stock at $0.01 per
share on May 17, 1999 in exchange for a payment of $1,200 paid to the Company on
June 25, 1999. Ms. Shahvaran is also the Secretary and Treasurer and a Director
of Monterey Ventures, Inc. Ms. Shahvaran is not a shareholder of Monterey
Ventures, Inc. and has no other interests in Monterey Ventures.
In May 1999, the Company agreed to issue options to purchase 85,000 shares
of Common Stock, which are exercisable at $.10 per share. As of August 1999,
85,000 shares were exercised. The aggregate proceeds from the exercise of the
stock options was $8,500. The following table summarizes the number of stock
options issued.
<TABLE>
<CAPTION>
NAME EXERCISE PRICE No OF SHARES
- ---- -------------- ------------
<S> <C> <C>
Natalie Shahvaran $.10 50,000
Susan F. Turner $.10 5,000
Michael A. Strahl $.10 5,000
Melissa DeAnzo $.10 5,000
Monterey Ventures, Inc. $.10 10,000
Internet Finance.com, Inc $.10 10,000
Total 85,000
</TABLE>
MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
Market Information
- ------------------
There is no public market for the Company's common stock.
Holders
- -------
As of July 31, 1999 there were approximately forty-four (44) stockholders
of record of the Company's Common Stock.
Dividend Policy
- ---------------
The Company has never paid a dividend and does not anticipate paying any
dividends in the foreseeable future. It is the present policy of the Board of
Directors to retain the Company's earnings, if any, for the development of the
Company's business.
19
<PAGE>
EXECUTIVE COMPENSATION
The board has adopted an executive compensation plan for its Executive
Officers and Directors as follows: the board members will receive no cash
compensation or reimbursement for the expenses incurred in connection with
<PAGE>
attending board meetings. The Company reserves the right to pay consulting fees
to its board members and officers for the time and services they provide to the
Company. Our Chief Executive Officer will receive up to $30,000 in compensation
for her full time commitment to the development and promotion of the company.
The Board has agreed to the issuance of the Company's common stock to three of
its members.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
NAME AND OTHER RESTRICTED SECURITIES
ALL
PRINCIPAL ANNUAL STOCK UNDERLYING LTIP
OTHER
POSITION YEAR SALARY COMPENSATION AWARD
OPTIONS/SAR's PAYOUTS COMPENSATION
- -------- ---- ------ ------------ ----- ------------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Natalie Shahvaran 1999 0 $ 30,000 0 0,000* 0 0
President/CEO/
Director
Michael A. Strahl 1999 0 0 0 5,000* 0 0
Secretary/Director
Susan F. Turner 1999 0 0 0 5,000* 0 0
Treasurer/CFO/
Director
</TABLE>
*The board also issued Stock Options to the officers and directors of the
Company. These options have been exercised and the above listed options reflect
those shares.
Employment and Change of Control Contracts
- ------------------------------------------
The Company does not currently have any employment agreements with its
employees or key personnel.
20
<PAGE>
FINANCIAL STATEMENTS
TRADING SOLUTIONS.COM, INCORPORATED
(A Development Stage Company)
BALANCE SHEET
September 30, 1999
<TABLE>
ASSETS
<CAPTION>
<S> <C>
Current assets
Cash in bank $ 5,914
Prepaid rent 78
--------
Total current assets 5,992
Furniture and equipment
Equipment 2,206
Furniture 600
--------
2,806
Accumulated depreciation (88)
--------
2,718
Total assets $ 8,710
========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities
Accounts payable $ 2,500
State corporate tax liability 800
Total current liabilities 3,300
--------
Total liabilities 3,300
Stockholders' equity
Common stock, 20,000,000 shares authorized at
a par value of .01. 2,7000,000 outstanding 27,000
Paid in capital 43,990
Deficit incurred during development stage (65,580)
---------
Total stockholder's equity 5,410
Total liabilities and stockholder's equity $ 8,710
</TABLE>
The accompanying notes are an integral part of these financial Statements
3
<PAGE>
TRADING SOLUTIONS.COM, INCORPORATED
(A Development Stage Company)
STATEMENT OF OPERATIONS
From date of inception to September 30,1999
<TABLE>
<CAPTION>
Deficit
Three Accumulated
Months During
Ending Development
September 30, 1999 To date stage
------------------ ------- -----
<S> <C> <C> <C>
Income $ 1,510 $ 1,510 $ 1,510
Expenses
Advertising 3,115 3,115 3,1l5
Accounting fees 3,000 3,000
Bank charges 20 180 80
Consulting fees 21,554 30,704 30,704
Depreciation 44 88 88
Education
Management fees 5,000 5,000
Miscellaneous 554 554
Office supplies 2,785 3,618 3,618
Postage 66 66
Promotions 243 514 514
License and taxes 1,765 1,765 1,765
Legal fees 1,318 11,418 11,418
Organizational costs 896 896
Rent 600 1,200 1,200
Telephone 631 899 899
Travel 1,725 2,359 2,359
----- ----- -----
Total expenses 34,800 66,276 66,276
------ ------ ------
Loss from operations (33,290) (64.766)
(64,766)
Other(expenses)
Interest (14) (14)
---- ----
Loss prior to income taxes 0 (14) (14)
Income taxes
State Corporate tax 800 800
--- ---
Net loss (33,290) 65,580 65,580
========= ======= =======
Loss per common
share $ (0.01) $ (0.02) $ ($0.02)
========= ======= =======
Weighted average of
shares outstanding 2,654,703 2,654,703
2,654,703
=========== ==========
==========
</TABLE>
The accompanying notes are an integral part of these financial statements
4
<PAGE>
TRADING SOLUTIONS.COM, INCORPORATED
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS EQUITY
September 30, 1999
<TABLE>
<CAPTION>
Deficit
Accumulated
Paid During
Common Stock In Development
------------
Shares Amount Capital Stage Total
------ ------ ------- ----- -----
<S> <C> <C> <C> <C> <C>
June 30, 1999 2,627,000 $ 20,270 $ 20,270 (32,290) $ 14,250
Founders stock 5,000 50 (45) 5
Options 25,000 250 2,695 2,945
July 1, 1999 15,000 150 7,350 7,500
July 2, 1999 14,000 140 6,860 7,000
July 5, 1999 3,000 30 1,470 1,500
July 8, 1999 6,000 60 2,940 3,000
July 12, 1999 2,000 20 980 1,000
July 14, 1999 3,000 30 1,470 1,500
Net loss per period (33,290) (33,290)
-------- --------
Total 2,700,000 $ 27,000 $ 43,990 $ (65,580) $ 5,410
========== ========== =========== ============
===========
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
TRADING SOLUTIONS.COM, INCORPORATED,
(A Development Stage Company)
STATEMENT OF CASH FLOWS-INDIRECT METHOD
From date of inception to September 30, 1999
<TABLE>
<CAPTION>
Deficit
Three Accumulated
Months During
Ending To Development
September 30, 1999 Date Stage
------------------ ---- -----
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ (33,290) $ (65,580) $
(65,580)
Adjustment to reconcile net income to net cash
provided by operating activities
Depreciation 44 88 88
Increase in prepaid rent 600 (78) (78)
Increase in accounts payable (3,270) 2,500
2500
Increase in taxes payable 800 900
------- --- ---
NET CASH PROVIDED BY OPERATING ACTIVITIES (35,916)
(62,270) (62,270)
INVESTING ACTIVITIES
Purchase of furniture and equipment 2,806
2,806
NET CASH USED IN INVESTING ACTIVITIES
2,806 2,806
FINANCING ACTIVITIES
Sale of common stock 24,450 70,990
70,990
Short term borrowing 3,000 3,000
Payment of short term borrowing (3,000)
(3,000)
------ ------- -------
NET CASH REALIZED FROM FINANCING ACTIVITIES 24,450
70,990 70,990
------ ------ ------
INCREASE IN CASH AND CASH EQUIVALENTS (11,466)
5,914 5,914
Cash and cash equivalents at the beginning of the year 0
0
CASH AND CASH EQUIVALENTS $ (11,466) $
5,914 $ 5,914
======== =======
=======
Supplemental disclosure of financing activities
Interest paid during the period from date of
inception to June 30, 1999 $ 14 $ 14
</TABLE>
The accompanying notes are an integral part these financial statements
<PAGE>
Trading Solutions.Com, Incorporated
Notes to Financial Statements
September 30, 1999
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of the business - Trading Solutions.Com, Inc (the "Company) is
designed to provide education for people interested in on line
investing. The Company also intends to establish a corporate trading
account and manage money. The Company further intends to establish or
acquire an ecommerce business to link with the trading school.
Development Stage Company - The Company is a development stage
company, as defined in the Financial Accounting Standards Board No, 7.
The Company is devoting substantially all of its present efforts in
securing and establishing a new business, and although planned
operations have commenced, an immaterial amount of revenue has been
realized
Pervasiveness of estimates - The preparation of financial statements
in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported
amounts of assets, liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements, and the reported
amounts of revenues and expenses during the reporting period. Actual
results could differ from these estimates.
Cash and cash equivalents - For financial statement presentation
purposes, the Company considers all short term investments with a
maturity date of three months or less to be cash equivalents.
Property and Equipment - Property and equipment are recorded at cost.
Maintenance and repairs are expensed as incurred; major renewals and
betterments are capitalized. When items of property or equipment are
sold or retired, the related costs and accumulated depreciation are
removed from the accounts and any gain or loss is included in income.
Depreciation is provided using the straight-line method, over the
useful lives of the assets.
Income taxes - Income taxes are provided for the tax effects of
transactions reported in the financial statements and consist of taxes
currently due plus deferred taxes related primarily to differences
between the recorded book basis and the tax basis of assets and
liabilities for financial and income tax reporting. The deferred tax
assets and liabilities represent the future tax return consequences of
those differences, which will either be taxable or deductible when the
assets and liabilities are
<PAGE>
Trading Solutions.Com, Incorporated
Notes to Financial Statements
September 30, 1999
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (con't)
Income taxes (con't)
--------------------
recovered or settled. Deferred taxes are also recognized for operating
losses that are available to offset future taxable income.
Stock options - The board of directors for the Company voted at its
organizational meeting to grant certain people and organizations the
opportunity to purchase shares of the Company's common stock at $.10.
These options are non-compensatory and are recorded when exercised.
NOTE 2: BACKGROUND
The Company was incorporated under the laws of the State of Nevada on
May 14,1999. The principal activities of the Company, from the
beginning of the development stage, have been organizational matters
and the sale of stock.
NOTE 3: EQUIPMENT AND FURNITURE
The following is a summary of fixed asset classifications, accumulated
depreciation and depreciable lives for the Company at June 30, 1999.
<TABLE>
<CAPTION>
Useful life
Years Amount
----- ------
<S> <C> <C>
Computer equipment 5 $ 2,206
Office furniture 10 600
-------
Total 2,806
Accumulated depreciation (88)
-------
Net equipment and furniture $ 2,718
</TABLE>
Depreciation expense for the period from date of inception to
September 30, 1999 was $ 88.
NOTE 4: COMMON STOCK
Founders stock - At incorporation the Company issued stock to the
founders of the corporation. These shares totaled 2,495,000 shares and
were issued for consideration of $.001 per share. Proceeds from these
sales were $2,495.
8
<PAGE>
Trading Solutions.Com, Incorporated
Notes to Financial Statements
September 30, 1999
NOTE 4: COMMON STOCK(con't)
Stock options - At the organizational meeting of the board of
directors it was voted on to issue stock options of the Company's
common stock to certain officers of the corporation, a key employee of
a non affiliated company and the non affiliated company. These options
are to be exercised at $.10 a share and have an expiration date of
December 31, 2002. These options are callable at $.02 per share by the
Company with a 30 day notice. A total of 85,000 shares were voted on
for the options of which 85,000 shares of the options were exercised
at September 30, 1999. Total proceeds from these sales were $8,500.
NOTE 5: INCOME TAXES
The benefit for income taxes from operations consisted of the
following components: current tax benefit of $4,843 resulting from a
net loss before income taxed, and a deferred tax expense of $4,843
resulting from a valuation allowance recorded against the deferred tax
asset resulting from net operating losses. Net operating loss
carryforward will expire in 2014.
The valuation allowance will be evaluated at the end of each year,
considering positive and negative evidence about whether the asset
will be realized. At that time, the allowance will either be increased
or reduced; reduction would result in the complete elimination of the
allowance if positive evidence indicated that the value of the
deferred tax asset is no longer required.
NOTE 6: RELATED PARTY TRANSACTIONS
The Company entered into an agreement with one of its shareholders to
provide assistance to the Company in the formation of its corporate
structure and to use their contacts in assisting with the development
of a public market for the Company's common stock. The agreement calls
for the shareholder to be paid a total of $22,000 of which $5,000 was
paid for
<PAGE>
Trading Solutions.Com, Incorporated
Notes to Financial Statements
September 30, 1999
NOTE 6: RELATED PARTY TRANSACTIONS(con't)
the period ended September 30, 1999. The Company is to further provide
support services such as office space and telephone services for which
the Company will be billed separately. Total cash paid for these
additional services as of September 30, 1999 was $1,465.
The Company also entered in to an agreement with another shareholder
to provide consulting services to the Company. This agreement total
$30,000 of which $10,300 was paid as of September 30, 1999.
There is an agreement with one of the founders to provide support
services to the Company. This agreement has a maximum of $8,000. The
total amount paid as of September 30, 1999 was $6,500.
NOTE 7: GOING CONCERN
From the date of inception to September 30, 1999, the Company has yet
to commence receiving a material amount of revenue and has net losses
from operating activities which raise substantial doubt about its
ability to continue as a going concern.
Management will work to establish a local market niche for each one of
its trading schools by advertising in local newspapers and radio. This
is intended to create public awareness of the Company's name and its
services.
Management also intends to affiliate with professional traders to
teach online classes and seminars in real-time broadcasting. The
Company also intends to continually invest in its web site
infrastructure as need for upgrades, incorporation of new features and
keeping up with the changing internet technology. The company will
establish an online store that will offer literature such as books,
newspapers and newsletters that will target online investors.
In order to attract and retain quality instructors the Company plans
to grant each participating instructor the opportunity to be promoted
on an exclusive basis by the Company's web She.
The Company's ability to continue as a going concern is dependent upon
a successful public offering and ultimately achieving profitable
operations.
<PAGE>
Trading Solutions.Com, Incorporated
Notes to Financial Statements
September 30, 1999
NOTE 7: GOING CONCERN(con't)
There is no assurance that the Company will be successful in its
efforts to raise additional proceeds or achieve profitable operations.
The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
<PAGE>
EXPERTS AND LEGAL MATTERS
The financial statements of Trading Solutions.com, Inc. for the period from
February 1, 1999 to June 30, 1999 included in this prospectus and registration
statement have been audited by Richard Hawkins, CPA, an independent auditor, as
stated in his report and have been so included in reliance upon the report of
this CPA given upon his authority as expert in accounting and auditing.
Legal matters regarding this Form SB-2 registration statement, including
amendments to the statement, will be passed upon for the Company by Gary R.
Blume, Esq., Blume Law Firm, P.C., 11801 North Tatum Boulevard, Suite 108,
Phoenix, Arizona 85028.
33
<PAGE>
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
The Company has had no changes in or disagreements with its accountants
from inception to the present time.
PART II
<PAGE>
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The officers and directors of the Company are indemnified as provided under
the Nevada Law and as detailed in the Bylaws.
The indemnification states that "the Corporation shall indemnify any and
all of its Directors and Officers, and its former Directors and Officers, or any
person who may have served at the Corporations request as a Director of Officer
of another Corporation in which it owns shares of capital stock or of which it
is a creditor, against expenses actually and necessarily incurred by them
connection with the defense of any action, suit or proceeding in which they, or
any of them, are made parties, or a party, by reason of being or having been
Director(s) or Officer(s) of the Corporation, or of such other Corporation,
except, in relation to matters as to which any such director or officer of
former director or of officer or person shall be adjudged in such action, suite
or proceeding to be liable for negligence or misconduct in the performance of
duty. Such indemnification shall not be deemed exclusive of any other rights to
which those indemnified may be entitled, under Bylaw, agreement, vote of
Stockholders or otherwise."
There are no indemnification provisions available to the Directors,
Officers and controlling persons of the Company under the Securities Act as
required by Item 510 of Regulation S-B.
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The expenses of the Registration Statement are as follows:
<TABLE>
<CAPTION>
<S> <C>
Transfer Agent: $ 1000
Legal and Accounting: $ 10,500
TOTAL $ 11,500
</TABLE>
RECENT SALES OF UNREGISTERED SECURITIES
Upon incorporation, seven founders were issued common stock. Natalie
Shahvaran was issued 1,200,000 shares of common stock at $.001 on June 25, 1999,
Susan F. Turner was issued 15,000 shares of common stock at $.001 on June 7,
1999, Michael A. Strahl was issued 15,000 shares of common stock at $.001 on
June 2, 1999, Internet Finance.com, Inc. was issued 1,200,000 shares of common
stock at $.001 on May 19, 1999, Blume Law Firm, P.C. was issued 10,000 shares of
common stock at $.001 on June 27, 1999, Melissa DeAnzo was issued 5,000 shares
of common stock at $.001 on May 19, 1999, Monterey Ventures was issued 50,000
shares of common stock at $.001 on May 19, 1999. These were issuances of
securities from the Company not involving a public offering and were exempt from
the registration provisions of the Securities Act of 1933, as amended, pursuant
to section 4(2). The securities bear a restrictive legend permitting the
transfer thereof only upon registration of the securities or an exemption under
the Securities Act.
34
<PAGE>
Under the terms of a private placement done by the Company in reliance on
Regulation D, Rule 504, 120,000 shares of common stock of the Company was sold
to the investors listed below.
<TABLE>
<CAPTION>
Shareholder Date
- ----------- ----
<S> <C>
Nina Santa Cruz 5/12/99
Robert A. Strahl, trustee 5/12/99
Twin Rivers, L.L.C. 5/12/99
Deborah L. Flores 5/13/99
Deborah L. Flores 6/2/99
Maziar Roohbakhsh 5/21/99
Twin Rivers, L.L.C. 5/24/99
Robert A. Strahl, trustee 5/24/99
Christopher R. Heid 5/27/99
Florence G. Roberts 5/27/99
Jeffrey W. Leonard & Joni M. Leonard 6/2/99
Dan Weiss & Eileen Freeland 6/2/99
James E. MacArthur 6/4/99
MaryAnn Meza 6/7/99
Joe Scales 6/3/99
Jesus Jiminez & Kimberly Jiminez 6/13/99
Gary Russell 6/16/99
Aggie, Inc. 6/16/99
Harry Murray 6/17/99
David Varnes & Kathy Varnes 6/22/99
Greg Ludwa 6/25/99
T.E. Melnick 6/27/99
Lisa Komoroczy 6/27/99
James W. Silveria 6/29/99
Ned Opdyke & Ann Opdyke 6/30/99
Diane Fletcher 7/1/99
Robert C. Kramer 7/1/99
William D. Barry 7/1/99
Kenneth Green 7/1/99
Daniel Rich 7/1/99
Mary Rich 7/1/99
Michael Dowell 7/2/99
Dennis Barrickman 7/2/99
Denis E. Zambetti 7/5/99
George Richard Hogan 7/8/99
Sabina Skibinski 7/12/99
Neil Tucker & Nancy Tucker 7/14/99
</TABLE>
The offering was closed on August 18, 1999 and resulted in receipt by the
Company of $60,000. All shares were sold to a total on nine accredited and
twenty eight unaccredited investors. The proceeds from this offering were used
for working capital, legal, accounting and consulting fees.
In May 1999, the Company also voted to grant options to its directors,
officers, key personnel, and to Internet Finance.com, Inc., Monterey Ventures,
Inc., and Melissa DeAnzo. These options are exercisable at $.10 per share and
consist of a total of 85,000 options with an expiration date of 12/31/2002. The
options are not compensatory, nor do they represent services rendered. The
options were issued in reliance upon Section 4(2) of the Securities Act of 1993.
To date, all options have been exercised.
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
------- -----------
<S> <C>
3. Articles of Incorporation and Bylaws*
3a. Articles of Incorporation and Amendments*
3b. Bylaws
23. Consent of Experts and Counsel
23a. Consent of Independent Auditor
27. Financial Data Schedule
<PAGE>
99. Investment Banking Agreement*
99.1 Investment Letter*
99.2 Stock Subscription Agreement*
</TABLE>
* Indicates exhibit included in previous amendment to Form SB-2/A.
35
<PAGE>
UNDERTAKINGS
To the extent that our directors, officers and controlling persons may be
indemnified for liabilities arising under the Securities Act of 1933 pursuant to
the foregoing provisions, or otherwise, we have been advised that, in the
opinion of the Securities and Exchange Commission, this indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
If a claim for indemnification against these liabilities is asserted by the
director, officer or controlling person in connection with the securities being
registered, we will submit the question of whether the indemnification by it is
against public policy as expressed in the Act to a court of appropriate
jurisdiction and will be governed by the court's decision. We will not litigate
if, in the opinion of our attorney, the question has already been decided by a
court in the relevant jurisdiction. Claims asking us to pay expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding will not be submitted to a
court.
The issuer will file, during any period in which it offers or sells
securities, a post-effective amendment to this registration statement to include
any prospectus required by section 10(a)(3) of the Securities Act, to reflect in
the prospectus any facts or events which represent a fundamental change in the
information in the registration statement and to include any additional or
changed material information on the plan of distribution.
For determining liability under the Securities Act, the issuer will treat
each post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.
The issuer will file a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the offering.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Naperville, State of
Illinois.
TRADING SOLUTIONS.COM, INC.
/s/ Susan Turner
----------------
Susan Turner
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Gary R. Blume, Esq. as true and lawful
attorneys-in-fact with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign any or all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereon.
36
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
/s/ Natalie Shahvaran Chief Executive Officer 11/24/99
- --------------------- ----------------------- --------
Natalie Shahvaran Date
/s/ Susan Turner Chief Financial Officer 11/24/99
- ---------------- ----------------------- --------
Susan Turner Date
/s/ Michael A. Strahl Secretary 11/24/99
- --------------------- --------- --------
Michael A. Strahl Date
37
HAWKINS ACCOUNTING
CERTIFIED PUBLIC ACCOUNTANT 341 MAIN STREET SALINAS, CA 93901
(831) 759-1694 FAX (831) 759-1699
December 21, 1999
CONSENT OF INDEPENDENT AUDITOR
As the independent auditor for Trading Solutions.Com, Inc., I hereby
consent to the incorporation by reference in this Form SB-2 Statement and any
amendments thereto of my report, relating to the financial statements and
financial statement schedules of Trading Solutions.Com, Inc. for the period
ended June 30, 1999 included on Form SB-2 and amendments. Reports are dated June
30, 1999.
/s/ Hawkins Accounting
----------------------
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-2000
<PERIOD-END> SEP-30-1999
<CASH> 5,914
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 5,992
<PP&E> 2,806
<DEPRECIATION> (88)
<TOTAL-ASSETS> 8,710
<CURRENT-LIABILITIES> 3,300
<BONDS> 0
0
0
<COMMON> 27,000
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 8,710
<SALES> 1,510
<TOTAL-REVENUES> 1,510
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 34,800
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (33,290)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (33,290)
<EPS-BASIC> (0.01)
<EPS-DILUTED> (0.01)
</TABLE>
