As filed with the SEC on September 14, 1999 SEC
Registration No. *
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
HOJO HOLDINGS, INC.
(Exact name of registrant as specified in charter)
Delaware 7373
11-3504866
(State or other jurisdiction (Primary Standard
Industrial (IRS Employer
of incorporation) or organization) Classification Code Number)
Identification Number)
21 Blackheath Road
Lido Beach, New York 11561
(516)-670-0564
(Address and telephone number of registrant's principal executive offices and
principal place of business)
Joel Arberman
444 Bedford Street, Suite 8s
Stamford, Connecticut 06901
(203) 602-9994
(Name, address, and telephone number of agent for service)
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
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. [__]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) 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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [__]
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CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Title of class of Proposed maximum Amount of
securities to be aggregate offering Registration Fee
registered price (1)
- --------------------------------------------------------------------------------
Common Stock,
Par value $0.001
per share $625,000 $173.75
- --------------------------------------------------------------------------------
(1) Estimated solely for the purpose of computing the amount of the registration
fee pursuant to Rule 457 (o) under the Securities Act.
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
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SUBJECT TO COMPLETION, DATED September 14, 1999
HOJO Holdings, Inc.
12,500,000 shares of common stock
The purchase price for our shares is $0.05.
We are offering 10,000,000 shares of our common stock. These shares may be sold
for cash. Some of our stockholders are selling an additional 2,500,000 shares
concurrently, which represents 20% of the shares being offered. We have fixed
the price of the stock we are selling in this offering, however, our selling
stockholders may offer their shares at a lower price.
We will sell the shares ourselves and do not plan to use underwriters or pay any
commissions. We will be selling our shares in a direct participation offering
and no one has agreed to buy any of our shares. There is no minimum amount of
shares we must sell and no money raised from the sale of our stock will go into
escrow, trust or any other similar arrangement. The offering will remain open
until November 1, 2000, unless we decide to cease selling efforts prior to this
date.
This is Hojo Holdings's initial public offering so there is no public market for
Hojo Holding's shares. However, we hope to have prices for our shares quoted on
the bulletin board maintained by the National Association of Securities Dealers,
Inc. after we complete our offering.
This is a risky investment. We have described these risks under the caption
"Risk factors" beginning on page *.
Per Share Total
--------- -----
Public Offering Price $0.05 $500,000
Underwriting Discounts and Commissions None None
Proceeds to us $0.05 $500,000
Neither the Securities and Exchange Commission nor any state securities
commission have approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The information in this Prospectus is not complete and may be changed. We may
not sell our shares until the registration statement filed with the Securities
and Exchange Commission is effective. This prospectus is not an offer to sell
our shares and it is not soliciting an offer to buy our shares in any state
where the offer or sale is not permitted.
The date of this prospectus is September *___, 1999
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TABLE OF CONTENTS
SUMMARY......................................................................5
RISK FACTORS.................................................................6
Use of Proceeds.............................................................11
Determination of Offering Price.............................................12
Dilution....................................................................13
SELLING SECURITY HOLDERS....................................................14
PLAN OF DISTRIBUTION........................................................16
Special Note Regarding Forward-Looking Statements...........................17
LEGAL PROCEEDINGS...........................................................17
LEGAL MATTERS...............................................................17
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS................17
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT..............19
DESCRIPTION OF SECURITIES...................................................19
SHARES ELIGIBLE FOR FUTURE SALE.............................................20
RELATED PARTY TRANSACTIONS..................................................22
Business....................................................................22
MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.....................30
YEAR 2000 READINESS DISCLOSURE..............................................31
FINANCIAL STATEMENTS........................................................f1
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SUMMARY
Our Company Hojo Holdings is a recently incorporated Delaware corporation.
Our goal is to build a professional service company that focuses on web site
development. We intend to build a network of independent contractors with web
site development and computer programming skills. By combining our sales and
marketing abilities with their technical abilities, we believe we can better
attract, service and satisfy our clients Internet related needs. Our principal
executive offices are located 21 Blackheath Road, Lido Beach, New York 11561.
Our telephone number at that location is (516) 670-0564.
Common stock offered for sale. Up to a maximum of
10,000,000 shares of common stock by us and
2,500,000 shares of common stock by our
stockholders.
Price to the public. $0.05 per share
Number of shares outstanding
before the offering. 2,500,000 shares
Number of shares to be
outstanding after the offering,
assuming all shares are sold. 12,500,000 shares
Terms of the offering. There is no minimum offering.
Accordingly, as shares are sold, we will use the
money raised for our activities. The offering
will remain open until November 1, 2000, unless
we decide to cease selling efforts prior to this
date.
Use of proceeds. We intend to use the net proceeds of this
offering primarily for:
-> hiring additional personnel,
-> development of our web site,
-> recruiting independent contractors,
-> sales and marketing efforts, and
-> general corporate purposes.
Plan of distribution. This is a direct participation with no minimum
offering and no commitment by anyone to purchase
any shares. The shares will be offered and sold
by our principal executive officers and
directors, although we may retain the services
of one or more NASD registered broker-dealers as
selling agent(s) to effect offers and sales on
our behalf. No broker dealers have been retained
as of this date.
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RISK FACTORS
You should carefully consider the risks described below before making an
investment decision in our company. In addition, you should keep in mind
that the risks described below are not the only risks that we face.
---------------------
We are selling shares at the same time as our selling stockholders and that may
reduce the value of your shares.
We will be selling our shares at the same time as the selling shareholders
are selling their shares. Our stockholders are offering 2,500,000 shares, which
represents 20% of the shares being offered. We have fixed the price of the stock
we are selling in this offering, however, our selling stockholders may offer
their shares at a lower price. Sales by selling stockholders at prices lower
than ours could hurt our ability to sell our stock. This may result in our
receiving less proceeds than if there was no concurrent offering, which could
reduce the value of your shares.
Our selling stockholders are selling their shares without the use of a
professional underwriter and may sell their shares on the stock market through
the use of a broker or in private transactions. We will not receive any of the
proceeds from the sale of their shares. Our selling shareholders are not under a
lock-up or any other agreement restricting the sale of their shares. They can
sell their shares at any time, in any amount and at any price. The shares we are
selling do not have priority over the shares being sold by our selling
shareholders.
Because we have experienced losses and expect our expenses to increase, we may
not be able to achieve profitability.
We cannot assure you that we will ever become or remain profitable. Our
future profitability will depend on our ability to increase our revenues while
controlling costs. Since our inception, we have incurred losses. As of August
31, 1999 we had an accumulated deficit of $2,764. We expect to continue to incur
losses until we are able to significantly increase our revenues. Our operating
expenses are expected to continue to increase significantly in connection with
our proposed expanded activities, especially in the areas of sales and
marketing. To a large extent these expenses are fixed. We cannot be certain that
we will be able to accurately predict our revenues, particularly in light of the
general uncertainty and intense competition for web site development and our
limited operating history.
We need to raise at least $200,000 in proceeds from this offering or we will not
be able to continue as a going concern, in which case you may lose your entire
investment.
Our independent certified public accountants have pointed out that we have
an accumulated deficit and negative working capital such that our ability to
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continue as a going concern is dependent upon obtaining additional capital and
financing for our planned operations. If we do not raise at least $200,000 from
this offering, then you may lose your entire investment.
We will depend on short-term development contracts that may not be renewed,
which would reduce our revenues.
If customers cancel or defer web site development contracts or if we fail to
obtain new contracts in any quarter, our business, results of operations and
financial condition for that quarter and future periods will be adversely
affected. Our customers could cancel our contract quickly and without penalty.
We anticipate that we will derive a significant portion of our revenues from web
site development. We will depend heavily on revenues from contracts entered into
within the quarter and on our ability to adjust spending in a timely manner to
compensate for any unexpected revenue shortfall.
We may not be able to compete successfully.
We are subject to competition that is expected to intensify in the future. We
cannot assure you that we will be able to compete successfully. Competitive
factors could materially adversely affect our business, financial condition and
operating results. The market for web site development services is intensely
competitive and rapidly changing. Many of our competitors have well established
reputations for providing web site development services and have longer
operating histories and significantly greater financial, technical, marketing,
personnel and other resources than we have.
We need to build and expand our independent network of web site developers or we
will not be able to service a customer base, which would reduce our revenues.
Failure to properly expand our web site developer network would materially
hurt our business and operations. We will need to expand our web site developer
network in anticipation of an expanded client base. Expansion will require us to
make significant up-front expenditures for software, servers, routers and
computer equipment, to increase bandwidth for Internet connectivity and to hire
and train additional sales and marketing personnel. Expansion must be completed
without system disruptions.
Our management has significant control over stockholder matters, which may
impact the ability of minority stockholders to influence our activities.
Our officer and director and her family control the outcome of all matters
submitted to a vote of the holders of common stock, including the election of
directors, amendments to our certificate of incorporation and approval of
significant corporate transactions. As of August 31, 1999, these persons
beneficially own, in the aggregate, approximately 36.20% of our outstanding
common stock. This consolidation of voting power could also have the effect of
delaying, deterring or preventing a change in control that might be beneficial
to other stockholders.
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The evolving nature of the web site development industry makes the ultimate
demand for our services uncertain, which may affect our anticipated revenues.
If our market does not develop as we expect, our business, financial
condition and operating results will be materially adversely affected. The level
of demand for web site development services is uncertain because the market is
rapidly evolving.
If the Internet infrastructure does not evolve to enable a commercial
marketplace, use of our services may be adversely affected and reduce our
revenues
Critical issues concerning the commercial use of the Internet, including
security, reliability, cost, ease of use, accessibility and quality of service,
remain unresolved. These issues may negatively affect the growth of Internet use
or the attractiveness of commerce and communications on the Internet, which
would impede our ability to grow. Widespread acceptance of our services will
partially depend upon the adoption of the Internet as a widely used medium for
content and commerce. The Internet may not continue to develop as a commercial
marketplace because of:
o inadequate development of the necessary infrastructure, such as a reliable
network backbone;
o lack of timely development of complementary services and products, such as
high speed modems and high speed communication lines;
o delays in the development or adoption of new standards and protocols to
handle increased levels of Internet activity;
o increased governmental regulation.
Year 2000 compliance issues could reduce the access that our clients have to our
services, which could hurt our revenues.
We would be harmed if there were any systems failures or interruptions in
service resulting from the inability of Internet systems, our computing system
or any third-party systems to recognize the year 2000. Our clients are highly
dependent upon telecommunications suppliers, Internet access providers, computer
software and hardware companies to access our service. These third-parties have
generally publicly advised that their review of their systems indicate that they
are or will be year 2000 compliant. However, since we cannot assure you that
they are or will be, this could present a material risk to our operations.
Rapid technological change could cause our services to become less attractive to
potential users, which could lead us to incur high costs to modify our
operations and could hurt our revenues
If we are unable to respond to rapid technological changes, our services may
become less attractive to potential clients. Our success will depend upon our
ability to develop competitive technologies to enhance our services and to
develop and introduce new services in a timely and cost-effective manner. Online
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services are characterized by rapidly changing technology, developing legal
issues, changing client requirements, frequent new product and service
introductions and enhancements and evolving industry standards in computer
hardware, operating systems, database technology and information delivery
systems. We cannot assure you that we will be able to respond quickly,
cost-effectively or sufficiently to these developments. Our business, financial
condition and operating results may be adversely affected if we are unable to
anticipate or respond quickly and economically to any developments.
Our business operations could be significantly disrupted if we lose our
president, or fail to properly integrate our management team.
Our future performance will be substantially dependent on the continued
services of our manager and our ability to retain and motivate her. The loss of
the services of our officer and senior manager could harm our business. We do
not have long-term employment agreements with any of our key personnel and we do
not maintain any "key person" life insurance policies. All of our management
team joined us in 1999. Most of these individuals have not previously worked
together and are currently being integrated as a management team. If our senior
managers are unable to work effectively as a team, our business operations could
be significantly disrupted.
Since this is a direct participation with no minimum offering, we can start
using your funds as we receive them.
A direct participation means that we are selling the shares ourselves. A
no minimum offering means that we do not have to raise a minimum amount of money
to be able to use the money raised. Nobody has committed to invest in our
offering and we can immediately use your investment for our operations. In the
event we fail to raise sufficient proceeds from this offering, we may not be
able to fulfill our business plan and that could reduce the value of your
shares. No assurances can be given that the investment proceeds we may receive
will be sufficient to sustain our operations until we generate a profit.
Since we are selling the shares in this offering ourselves and without an
investment banker, may not be able to sell as many shares, which may reduce the
value of your shares.
No investment banker, appraiser or other independent, third party has been
consulted concerning this offering or the fairness of the offering price of the
shares. We have arbitrarily determined the offering price and other terms
relative to the shares offered. The offering price does not bear any
relationship to assets, earnings, book value or any other objective criteria of
value. In addition, since we do not have a professional underwriter, we may not
be able to sell shares as quickly and we may not be able to sell as many shares.
Our management has broad discretion in the use of the proceeds from this
offering, which may increase the risk that they will not be used effectively.
We have allocated approximately $300,000, or 60%, of the estimated net
proceeds of this offering to working capital and general corporate purposes. Our
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management will have broad discretion as to the application of these proceeds
without having to seek your approval.
The price of our stock may fall if our insiders sell a large number of their
shares.
We have 2,500,000 shares of common stock outstanding. Our officer and
director owns 900,000 shares. After this registration statement becomes
effective, none of these shares will be restricted. If a large number of their
shares are sold, it may reduce the value of your shares.
You may not be able to resell your shares since there has been no prior market
for our common stock.
Since there has been no prior market for our shares, we can not assure you
that a market will develop or that one will be maintained. We intend to apply to
have our shares quoted on the bulletin board maintained by the National
Association of Securities Dealers, Inc. but we can not assure you that we will
succeed. Even with a market maker, the nature of this offering, the possible
lack of earnings history and the absence of dividends in the foreseeable future
for the business we acquire may impede the development of an active and liquid
market for common stock. You should carefully consider the limited liquidity of
your investment in the shares. As a consequence, you could find it more
difficult to dispose of, or to obtain accurate quotations as to the price of
your shares.
The price of our common stock will be volatile so you may not be able to sell
your shares for more than you pay.
We expect our stock price to be volatile so you may not be able to sell your
shares for more than you pay. The market price of our common stock may fluctuate
significantly in response to a number of factors, some of which are beyond our
control, including:
o quarterly variations in operating results;
o changes in financial estimates by securities analysts;
o changes in market valuation of software and Internet companies;
o announcements by us of significant contracts, acquisitions, strategic
partnerships, joint ventures or capital commitments;
o loss of a major customer or failure to complete significant transactions;
o additions or departures of key personnel;
o any shortfall in revenue or net income or any increase in losses from levels
expected by analysts;
o future sales of common stock; and
o stock market price and volume fluctuations, which are particularly common
among highly volatile securities of Internet and software companies.
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Our stock is subject to penny stock regulation, which would make it more
difficult for investors to resell shares they purchase.
Our shares are subject to penny stock rules so investors in this
offering may find it more difficult to sell their shares in any secondary
market. Penny stock rules relate to stocks with a price of less than $5.00.
Prior to a transaction in a penny stock, broker-dealers are required to:
o deliver risk disclosure documents that provides information about penny
stocks and the risks in the penny stock market; and
o provide the customer with current bid and offer quotations for the penny
stock; and
o explain the compensation of the broker-dealer and its salesperson in the
transaction; and
o provide monthly account statements showing the market value of each penny
stock held in the customer's account.
o make a special written determination that the penny stock is a suitable
investment for the purchaser and receive the purchaser's written agreement to
the transaction.
Use of Proceeds
Our success is entirely dependent on our ability to sell the shares in this
offering. None of the items listed below can be fully completed unless we raise
a minimum of $200,000 from this offering. We may not be able to raise all or
part of the funds we need to operate our business. If we are unable to raise
these funds we will not remain as a viable going concern and investors may lose
their entire investment. If we receive net proceeds in an amount less than
$200,000, our business operations will be curtailed to an extent not presently
determinable by management.
The maximum net proceeds from this offering may be as high as $500,000 if
we sell all of the shares offered. If we are unable to sell all of the shares
offered, the net proceeds would be lower.
In the table below, we have detailed the minimum amount of capital required
for us to operate our business as currently planned. In addition, we have
outlined the manner in which we intend to use the funds raised, assuming that we
sell all of the shares offered.
Application of Minimum Amount Maximum Amount
Net Proceeds Required of Net Proceeds
- ------------------ --------------- ---------------
Offering Costs $ 55,000 $ 55,000
Web site development 10,000 20,000
Internet access 6,000 6,000
Advertising 50,000 61,500
Sales and marketing 45,000 45,000
Repayment of debt 12,500 12,500
Working capital 21,500 300,000
-------------- ---------------
Total $200,000 $500,000
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The first entry is for the relatively fixed costs associated with conducting
this offering and are not likely to change. The next entry is for our web site
development, with the remaining entries presented in their order of importance
to us and our success. In general, the more shares we are able so sell, the more
we will be able to quickly add sales people to our staff, hire additional
programmers to design and maintain web pages and generally grow our company.
Our president has never been paid any salary from our company despite the fact
that she has an employment agreement with us where the president is supposed to
be paid an annual salary of $24,000. Notwithstanding the fact she has not been
paid, our president has agreed to continue to work for us until this offering is
either completed or abandoned. In return for her continued assistance, our
officer will be entitled to begin to receive her monthly salary only when we
have received $200,000 from the sale of our shares. We believe that this level
of funding, together with other funding that we hope to be able to get, will
allow us to generate revenues that will allow our officers' salary to be paid
out of our operating profits. Our officer understands that if these amounts of
gross proceeds or net operating profits are never generated, she has little
chance of ever being paid for her services to our company.
The foregoing represents our best estimate of the allocation of the net
proceeds of this offering based upon the current status of our business. We
based this estimate on assumptions, including expected expansion of our client
base, expansion of our web site developer network, increases in revenues and
assumed that our proposed services can be introduced without unanticipated
delays or costs. If any of these factors change, we may find it necessary to
reallocate a portion of the proceeds within the above-described categories or
use portions of the proceeds for other purposes. Our estimates may prove to be
inaccurate or new programs or activities may be undertaken which will require
considerable additional expenditures or unforeseen expenses may occur.
If our plans change or our assumptions prove to be inaccurate, we may need
to seek additional financing sooner than currently anticipated or curtail our
operations. We may need to raise additional funds in the future in order to fund
more aggressive brand promotions and more rapid expansion, to develop newer or
enhanced products or services, to fund acquisitions, to respond to competitive
pressures, or to acquire complementary businesses, technologies or services. The
proceeds of this offering may not be sufficient to fund our proposed expansion
and additional financing may not become available if needed.
Because we anticipate selling the shares through the efforts of our officers
and directors, the numbers above do not include any deductions for selling
commissions. If broker/dealers are used in the sale of the shares, up to 10% of
any gross proceeds raised in this offering will probably be payable to one or
more NASD registered broker-dealers. In such event, net proceeds to us will be
decreased and the use of proceeds may be proportionately reallocated in
management's sole discretion. There are no current agreements, arrangements or
other understandings in connection with any of the foregoing.
We will invest proceeds not immediately required for the purposes described
above principally in United States government securities, short-term
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certificates of deposit, money market funds or other short-term interest bearing
investments.
Determination of Offering Price
There is no established public market for the shares of common stock being
registered. As a result, the offering price and other terms and conditions
relative to the shares of common stock offered hereby have been arbitrarily
determined by us and do not necessarily bear any relationship to assets,
earnings, book value or any other objective criteria of value. In addition, no
investment banker, appraiser or other independent, third party has been
consulted concerning the offering price for the shares or the fairness of the
price used for the shares.
Dilution
The difference between the initial public offering price per share and the
net tangible book value per share of common stock after this offering
constitutes the dilution to investors in this offering. Net tangible book value
per share is determined by dividing total tangible assets less total liabilities
by the number of outstanding shares of common stock.
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At August 31, 1999, we had a net tangible book value of $20 or $0.00 per
share. After giving effect to the sale of the 10,000,000 shares of common stock
being offered, after deducting expenses of this offering, our adjusted net
tangible book value at August 31, 1999 would have been $450,000 or $0.036 per
share, representing an immediate increase in net tangible book value of $0.036
per share to the existing stockholders and an immediate dilution of $0.14, or
28%, per share to new investors. If we receive a minimal amount of proceeds from
this offering, the effects of dilution will be much greater.
August 31, 1999 10,000,000 shares sold
Public offering price per share n/a $0.05
Net tangible book value $0 n/a
per share of common stock
before the offering
Pro forma net tangible n/a $0.036
book value per share
of common stock after the offering
Increase to net tangible n/a $0.036
book value per share
attributable to purchase of
common stock by new investors
Dilution to new investor n\a $0.014
SELLING SECURITY HOLDERS
We have agreed to register shares of our current stockholders for resale at the
same time we are selling our own shares in this offering and to pay all offering
expenses. Our shareholders are selling 2,500,000 shares. We will not receive any
of the proceeds of their sales.
Although we have fixed the price of our stock, selling stockholders are free to
sell at any price they desire. Sales by selling stockholders at price lower than
ours could adversely impact our ability to sell our stock and result in our
receiving less proceeds than if there were not such a concurrent offering.
The following table sets forth the name of each selling shareholder and the
number of share owned prior to sale. Aside from Holli Blechner, our president,
none of the shareholders has ever held any position, office or material
relationship with our company.
NAME Number of Shares Percentage of Shares Owned
------ --------------- after offering
--------------------------
Holli Blechner 900,000 0%
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Alfred Arberman 200,000 0
Rachelle Arberman 200,000 0
Anil Goel 200,000 0
Brad Jones 200,000 0
Roger Mclelland 200,000 0
Shanti Mclelland 200,000 0
Brad Rotter 150,000 0
Robert Enslein 100,000 0
Paul Milelli 50,000 0
Tumer Bahcheli 25,000 0
Ellis Reemer 20,000 0
Bryan Eggers 15,000 0
Steve Palmer 15,000 0
Kevin Lewis 10,000 0
Raj Vadavia 10,000 0
Bob Vukovitch 10,000 0
Jonathan Lewis 10,000 0
Mark Freeman 10,000 0
Michael Levy 5,000 0
Glenn Bierman 5,000 0
Bella and Mauricio Nemes 5,000 0
Simon and Sarah Blechner 5,000 0
Sefany Jones 5,000 0
Hillary Braderman 5,000 0
Larry Stessel 5,000 0
Isabel Arberman 5,000 0
Joshua and Renee Bialek 5,000 0
Fred Sager 5,000 0
Cliff Berger 5,000 0
Morty Dugatz 1,000 0
Kerry Kassover 1,000 0
Ron Kassover 1,000 0
George Chajes 1,000 0
Harvey Jacobson 1,000 0
Jeremy and Karen Blumenfeld 1,000 0
Lisa Appel 1,000 0
Lawrence Frankel 1,000 0
Debbie Galla 1,000 0
Bob Herbst 1,000 0
Adam Hutt 1,000 0
Lisa Kahn 1,000 0
Burt Miller 1,000 0
Joseph Popolow 1,000 0
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David Smith 1,000 0
Ilan Weinberg 1,000 0
Elain Calmon 1,000 0
Herbert and June Appel 1,000 0
Mark Defelice 1,000 0
Thomas Caton 1,000 0
Total 2,500,000
PLAN OF DISTRIBUTION
We are selling 10,000,000 shares of our common stock. Some of our stockholders
are selling an additional 2,500,000 shares concurrently, which represents 20% of
the shares being offered.
We will be selling our shares at the same time as the selling shareholders are
selling their shares. We have fixed the price of the stock we are selling in
this offering, however, our selling stockholders may offer their shares at a
lower price. Sales by selling stockholders at prices lower than ours could hurt
our ability to sell our stock. This may result in our receiving less proceeds
than if there was no concurrent offering.
Our selling stockholders are selling their shares without the use of a
professional underwriter and may sell their shares on the stock market through
the use of a broker or in private transactions. We will not receive any of the
proceeds from the sale of their shares. Our selling shareholders are not under a
lock-up or any other agreement restricting the sale of their shares. They can
sell their shares at any time, in any amount and at any price. The shares we are
selling do not have priority over the shares being sold by our selling
shareholders.
Ms. Blechner will sell our shares directly to potential purchasers and we
do not plan to use underwriters or pay any commissions. We will be selling our
shares in a direct participation offering and no one has agreed to buy any of
our shares. There is no minimum amount of shares we must sell and no money
raised from the sale of our stock will go into escrow, trust or another similar
arrangement. The offering will remain open until November 1, 2000, unless we
decide to cease selling efforts prior to this date.
We will not escrow of any of the proceeds of this offering. Accordingly,
we will have use of your funds once we accept your subscription and funds have
cleared. Your subscription is non-refundable.
The Securities Enforcement and Penny Stock Reform Act of 1990 requires
additional disclosure for trades in any stock defined as a penny stock. The SEC
has adopted regulations that generally define a penny stock to be any equity
security that has a market price of less than $5.00 per share, subject to
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exceptions. Under this rule, broker/dealers who recommend these
securities to persons other than established customers and accredited investors
must make a special written suitability determination for the purchaser and
receive the purchaser's written agreement to a transaction before sale.
Special Note Regarding Forward-Looking Statements
This prospectus contains forward-looking statements that reflect our views about
future events and financial performance. Our actual results, performance or
achievements could differ materially from those expressed or implied in these
forward-looking statements for various reasons, including those in the "risk
factors" section beginning on page *. Therefore, you should not place undue
reliance upon these forward-looking statements.
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.
LEGAL PROCEEDINGS
We are not a party to or aware of any threatened litigation of a material
nature.
LEGAL MATTERS
The validity of the shares offered under this prospectus is being passed
upon for us by Hoge, Evans, Holmes, Carter & Ledbetter PLLC, Dallas TX.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The following table and subsequent discussion sets forth information concerning
our directors and executive officers, each of whom will serve in the same
capacity with us upon completion of the offering. Each director and executive
officer was elected to his position in 1999.
Name Age Title
Holli Blechner 24 President and Director
Holli C. Blechner. Ms. Blechner has served as the President, Secretary,
Treasurer and a Director of the Company since January 1999. Since January 1999,
she also serves as the President, Secretary, Treasurer and a director of three
other companies. These companies are HB Holdings, Inc., JAHB Holdings Inc. and
HBJA Holdings Inc. From October 1998 until present, she has worked as an
independent occupational therapist contractor for various contracting agencies.
From October 1997 until October 1998, Ms. Blechner served as an occupational
therapist at United Presbyterian Residence Care Corp, a skilled nursing
facility. From September 1995 to October 1997, she earned a M.A degree in
Occupational Therapy from Touro College. Ms. Blechner is a registered and
licensed Occupational Therapist, is NBCOT Certified and holds a license in New
York and Connecticut.
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Our directors all hold office until the next annual meeting of shareholders and
the election and qualification of their successors. Directors receive no
compensation for serving on the board of directors other than reimbursement of
reasonable expenses incurred in attending meetings. Officers are appointed by
the board of directors and serve at the discretion of the board.
Executive Compensation
The following table sets forth all compensation awarded to, earned by, or paid
for services rendered to us in all capacities during the period ended August 31,
1999, by our executive officers whose salary and bonus for the period exceeded
$100,000.
Summary Compensation Table
Long-Term Compensation Awards
Name and Principal Compensation - 1999
Position
Salary ($) Bonus ($) Number of Shares
---------- --------- Underlying Options (#)
----------------------
Holli Blechner, president None None None
Ms. Blechner is currently employed by Hojo Holdings, Inc. at an annual salary of
$24,000 per annum pursuant to a one year written employment agreement dated as
of August 31, 1999. Ms. Blechner's employment agreement also provides for
reimbursement of business related expenses.
We do not presently have a stock option plan but intend to develop an
incentive-based stock option plan for our officers and directors in the future
and may reserve up to ten percent of our outstanding shares of common stock for
such purpose.
Conflict of Interest - Management's Fiduciary Duties.
A conflict of interest may arise between management's personal financial benefit
and management's fiduciary duty to you. Management's interest in their own
financial benefit may at some point compromise their fiduciary duty to you. No
proceeds from this offering will be used to purchase directly or indirectly any
shares of the common stock owned by management or any present shareholder,
director or promoter. No proceeds from this offering will be loaned to any
current management or director. We will not purchase the assets of any company,
which is beneficially owned by any of our officers, director, promoter or
affiliate.
Our director and officers are or may become, in their individual capacities,
officers, directors, controlling shareholders and/or partners of other entities
engaged in a variety of businesses. Holli Blechner is engaged in business
activities outside of us, and the amount of time he will devote to our business
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will only be about ten (10) to twenty (20) hours each per month. There exists
potential conflicts of interest including allocation of time between us and such
other business entities.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information about our current shareholders as of
August 31, 1999 assuming the sale of the maximum number of shares of common
stock offered. The following amounts assume that our officers and directors do
not purchase any additional shares. Included within this table is information
concerning:
o each stockholder who owns more than 5% of any class of our securities,
including those shares subject to outstanding options
o each of Hojo's directors,
o each of Hojo's officers, and
o all directors and executive offers of Hojo as a group:
Beneficial Ownership of common
stock
Shares Owned Percentage of Class
Before offering After offering
Holli Blechner 900,000 36.00% 0%
- ------------ ------------ ------------ ------------
All current officers 900,000 36.00% 0%
and directors as a
group:
To our knowledge, all persons listed below have sole voting and investment power
with respect to their shares of common stock, except to the extent that
authority is shared by spouses under applicable law.
DESCRIPTION OF SECURITIES
All material provisions of our capital stock are summarized in this
prospectus. However, the following description is not complete and is subject to
applicable Delaware law and to the provisions of our articles of incorporation
and bylaws. We have filed copies of these documents as exhibits to the
registration statement related to this prospectus.
Common Stock. As of August 31, 1999, there were 2,500,000 shares of
common stock outstanding held of record by 50 stockholders.
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You have the voting rights for your shares. You and all other common
stockholders have identical rights and preferences. You and they may cast one
vote for each share held of record on all matters submitted to a vote. You have
no cumulative voting rights in the election of directors.
You have dividend rights for your shares. You and all other common
stockholders are entitled to receive dividends and other distributions when
declared by our board of directors out of the assets and funds legally
available, based upon the percentage of our common stock you own. We do not
expect to pay dividends. You should not expect to receive any dividends on
shares in the near future. This investment may be inappropriate for you if you
need dividend income from an investment in shares.
You have rights if we are liquidated. Upon our liquidation, dissolution or
winding up of affairs, you and all other common stockholders will be entitled to
share in the distribution of assets remaining after payment or provision for
payment of all debts, liabilities and expenses, and any liquidation preference
to which preferred stockholders, if any, may then be entitled. Our directors, at
their discretion, may borrow funds without your prior approval, which
potentially further reduces the liquidation value of your shares.
You have no right to acquire shares of stock based upon the percentage of
our common stock you own when we sell more shares of our stock to other people.
This is because we do not provide our stockholders with preemptive rights to
subscribe for or to purchase any additional shares offered by us in the future.
The absence of these rights could, upon our sale of additional shares of common
stock, result in a dilution of our percentage ownership that you hold.
Preferred Stock. Hojo Holdings is not presently authorized to issue
shares of preferred stock. However, the majority of our shareholders may later
determine to establish preferred stock for Hojo Holdings.
Options and Warrants. Hojo Holdings does not presently have any options or
warrants authorized. However, our board of directors may later determine to
options and warrants for Hojo Holdings.
Dividend Policy. To date, we have not paid any dividends. The payment of
dividends, if any, on the common stock in the future is within the sole
discretion of the Board of Directors and will depend upon our earnings, capital
requirements, financial condition, and other relevant factors. The Board of
Directors does not intend to declare any dividends on the common stock in the
foreseeable future, but instead intends to retain all earnings, if any, for use
in our business operations.
Transfer Agent and Registrar . We intend to use Florida Atlantic Stock
Transfer, Inc., Tamarac, Florida as our transfer agent for the common stock.
SHARES ELIGIBLE FOR FUTURE SALE
Of the shares outstanding after the offering, the 12,500,000 shares sold in
this offering, including the 2,500,000 shares sold by our stockholders, will
have been registered with the SEC under the Securities Act of 1933 and will be
eligible for resale without registration under the Securities Act except if they
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were acquired by our directors, executive officers or other affiliates. Our
directors, executive officers, and persons or entities that they control will be
able to sell unregistered shares of stock without violating the limitations of
Rule 144 under the Securities Act.
Under Rule 144, directors, executive officers, and persons or entities
that they control or who control them may sell shares of common stock in any
three-month period in an amount limited to the greater of 1% of our outstanding
shares of common stock or the average weekly trading volume in our common stock
during the four calendar weeks preceding a sale. Sales under Rule 144 also
must be made without violating the manner-of-sale provisions, notice
requirements and the availability of current public information about us.
Before the offering, no public trading market for our common stock existed.
We cannot predict what effect, if any, that sales of shares or the
availability of shares for sale will have on the prevailing market price of our
common stock after completion of the offering. Nevertheless, sales of
substantial amounts of common stock in the public market could have an
adverse effect on prevailing market prices.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES
Our certificate of incorporation contains provisions permitted under the General
Corporation Law of Delaware relating to the liability of directors. The
provisions eliminate a director's liability to stockholders for monetary damages
for a breach of fiduciary duty, except in circumstances involving wrongful acts,
including the breach of a director's duty of loyalty or acts or omissions which
involve intentional misconduct or a knowing violation of law. Our certificate of
incorporation also contains provisions obligating us to indemnify our directors
and officers to the fullest extent permitted by the General Corporation Law of
Delaware. We believe that these provisions will assist us in attracting and
retaining qualified individuals to serve as directors.
Following the close of this offering, we will be subject to the State of
Delaware's business combination statute. In general, the statute prohibits a
publicly held Delaware corporation from engaging in a business combination with
a person who is an interested stockholder for a period of three years after the
date of the transaction in which that person became an interested stockholder,
unless the business combination is approved in a prescribed manner. A business
combination includes a merger, asset sale or other transaction resulting in a
financial benefit to the interested stockholder. An interested stockholder is a
person who, together with affiliates, owns, or, within three years prior to the
proposed business combination, did own 15% or more of our voting stock. The
statute could prohibit or delay mergers or other takeovers or change in control
attempts and accordingly, may discourage attempts to acquire us.
As permitted by Delaware law, we intend to eliminate the personal liability of
our directors for monetary damages for breach or alleged breach of their
fiduciary duties as directors, subject to exceptions. In addition, our bylaws
provide that we are required to indemnify our officers and directors, employees
and agents under circumstances, including those circumstances in which
indemnification would otherwise be discretionary, and we would be required to
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advance expenses to our officers and directors as incurred in proceedings
against them for which they may be indemnified. The bylaws provide that we,
among other things, will indemnify officers and directors, employees and agents
against liabilities that may arise by reason of their status or service as
directors, officers, or employees, other than liabilities arising from willful
misconduct, and to advance their expenses incurred as a result of any proceeding
against them as to which they could be indemnified. At present, we are not aware
of any pending or threatened litigation or proceeding involving a director,
officer, employee or agent of ours in which indemnification would be required or
permitted. We believe that our charter provisions and indemnification agreements
are necessary to attract and retain qualified persons as directors and officers.
We have agreed to the fullest extent permitted by applicable law, to indemnify
all our officers and directors.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to directors, officers and controlling persons
of the small business issuer pursuant to the foregoing provisions, or otherwise,
the small business issuer has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.
RELATED PARTY TRANSACTIONS
There are no related party transactions. Future transaction and any loans with
affiliated parties will be made or entered into on terms that are no less
favorable to us than those that can be obtained from unaffiliated third parties.
Any forgiveness of loans must be approved by a majority of our independent
directors who do not have an interest in the transactions and who have access,
at our expense, to our independent counsel.
Business
We are a professional service company that focuses on web site
development. We intend to build a network of independent contractors with web
site development and computer programming skills. By combining our sales and
marketing abilities with their technical abilities, we believe we can better
attract, service and satisfy our clients Internet related needs.
Industry Overview
The web site development industry has recently experienced a series of
changes which has created market opportunities for us and other similarly
situated companies. These favorable market trends include:
The emergence of the Internet and the world wide web
The Internet has become an important medium for communications, content and
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commerce. According to International Data Corporation, the number of Web users
worldwide will grow from 97 million at the end of 1998 to 320 million by the
year 2002. Industry analysts believe the Internet represents the fastest growing
form of media in history. The dramatic growth in Internet usage has been fueled
by a number of key factors, including:
o technological, functional and infrastructure advances in computing and
communications;
o lower costs associated with publishing content on the Internet as compared to
traditional media;
o increased quantity and improved quality of information and services offered
on the Web; and
o increased affordability of, access to and resulting proliferation of
multimedia computers.
The emergence of electronic and online commerce.
Internet and online services have provided organizations and individuals
with innovative ways of conducting business. With the emergence of the Internet
as a globally accessible, fully interactive and individually addressable
communications and computing medium, companies that have traditionally conducted
business in person, through the mail or over the telephone are increasingly
utilizing electronic commerce.
Consumers have shown a strong preference for transacting various types of
business electronically, such as paying bills, buying insurance, booking airline
tickets and trading securities, rather than in person or over the telephone.
These transactions are being streamlined through online commerce and can now be
performed directly by individuals virtually anywhere at any time. Consumers have
accepted and even welcomed self-directed online transactions because these
transactions can be faster, less expensive and more convenient than transactions
conducted through a human intermediary.
The development of online retailing
A number of characteristics of online retailing make the sale of
merchandise via the Internet particularly attractive compared to traditional
stores because:
o The Internet offers many data management and multimedia features.
o Users can access a wealth of information.
o Internet retailers can obtain extensive demographic and behavioral data about
their customers, providing them with greater direct marketing opportunities
and the ability to offer a more personalized shopping experience.
o Internet retailers can also offer consumers significantly broader product
selection, the convenience of home shopping and 24-hour-a-day,
seven-day-a-week operations, available to any location, foreign or domestic,
that has access to the Internet.
Strategy
Our strategy is to capitalize on perceived opportunities arising from
the expanding web site development industry by:
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Fostering Creativity. We strive to provide creative solutions in all areas of
web site development to meet or exceed the highest standards of service within
each individual discipline. In order to maintain high levels of creativity and
quality, we place great importance on recruiting and retaining talented
employees.
Expanding our marketing efforts for our service. We intend to aggressively
market Hojo services through online, print and other advertisements. Our
advertising efforts are expected to include advertisements in business
publications and various other regional and national publications that have a
demographic similar to our target market. We also intend to advertise through
Internet banner advertisements.
Continuing development of our services. We intend to expand our research and
development efforts to create better services with more benefits for our future
clients.
Leverage advantages of an independent contractor network. We believe we will
have several advantages relative to other companies because our independent
contract network will allow us to minimize costs. Since our talent is
independent, we do not have to purchase equipment, software, Internet access
services for them and we do not have a fixed payroll and have lower rent
expenses. We can offer a broad selection of Internet related services, with
little risk or expense.
Aggressively pursue strategic relationships. We intend to develop strategic
relationships because they enable us to enter new markets, gain early access to
leading-edge technology, cooperatively market products and services with leading
technology vendors, cross-sell additional services and gain enhanced access to
vendor training and support.
Services
Web page design and maintenance of web sites is in high demand. As the number of
web pages on the Internet doubles every few months, there is an increasing
amount of web development work to be done. Our goals as a web designer is to
determine the appropriate content for an online presence, incorporate appealing
graphics, copy, and present the page in such a way that the page meets the
business objectives of the client.
Developing a small site can cost from $5,000 to more than $1,000,000. Factors
which play a major role in determining the cost for designing a site is the time
and skills required. Web site development is time consuming, complex and
expensive. Many small and medium size businesses do not have the time or
inclination to develop and maintain their own web sites.
We can also provide clients with ongoing support services for its Internet
solutions, from content maintenance to site administration, for as long as the
client wishes. Our technical staff will be able to assist clients on a
case-by-case basis to resolve technical problems, provide assistance with the
hosting environment, and deliver support for Internet solution software.
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We believe we have four competitive advantages:
(A) Price. We believe pricing to be one advantage. We believe that the
national competitors in the industry must advertise on national Internet home
pages with banner advertising and media advertising to attract customers. These
expenditures of advertising increase the cost of services offered. These cost
margins for national competitors will give us the ability to compete on price.
Also, we believe lower overhead costs will give us another advantage in pricing.
We have no plans to compete with the "generic type" web page companies that
can be found through a time consuming process on the Internet. Many of these
competitors advertise commercial deluxe web sites for as low as $350. However,
the consumer usually does not understand that there are hidden costs, such as
monthly services fees, web site setup fees and many other charges. We plan to
build our future on competitive pricing with excellent service and maintenance
of the client's sites.
Our market strategy will be to introduce two types of web sites, the
pricing of which will be as follows:
Small Business starting at: $ 5,000
Larger Business starting at: $25,000
(B) Service. We will introduce two types of web sites: Small Business and
Commercial. This marketing strategy will give both small and large businesses
the flexibility and freedom to design and build a Web presence that is most
appropriate for their needs.
(C) Quality. We realize that the success of any business is dependent on
the quality of its products and services. By offering quality products and
competitive prices, management believes it will increase business as well as our
profitability, and have an advantage over competitors who advertise commercial
deluxe web sites for low prices. The quality and talents of our consultants will
play a key role in the creative design and presentation that will portray the
client's needs.
(D) Efficiency. We believe that time efficiency will be an important factor
to many of the potential clients. Management believes being able to produce a
creative web page as directed by the input and conceptual design of each
individual client in a timely manner will be an important ingredient to our
success.
Marketing
Our marketing strategy will emphasize two key objectives. The first is to
provide clients with high customer satisfaction services that satisfy their
Internet needs. The second is to provide that service at a reasonable cost.
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We believe people will find out about our software through several methods,
including:
o public relations campaign to drive mass media press coverage. Our public
relations activity will be focused on business and community publications;
o affiliate programs where web sites owned and operated by third-parties can
generate income by generating clients for us;
o strategic partnerships;
o online and offline advertisements;
o special event driven promotions;
o personal/e-mail recommendations from co-workers, friends and family members.
In the future, we intend to:
o develop specialized sales and marketing programs to promote our services;
o engage a marketing agency to assist us with our commercial launch and
promotion;
o engage an advertising agency to assist us with the design and implementation
of our strategies;
o develop relationships with some of the major companies that people use to
enter and navigate the Internet, such as Yahoo, Excite and Infoseek;
o hire an in-house sales staff and use consultants to develop and implement our
sales and marketing strategies.
Our marketing budget is subject to a number of factors, including our results of
operations and ability to raise additional capital. In the event that we are
successful in raising additional capital or our results of operations exceed our
expectations, our marketing budget for the next 12-month period will increase
significantly.
Customer Support
We intend to place customer support and technical support, among our
highest priorities. Based on our experience in the industry and user feedback,
we believe that providing an effective customer support team to handle user
needs is critical to our success. We believe that providing highly personalized
and professional customer support will further differentiate our products and
services from those of our competitors. Our customer support organization will
help clients handle web site and service inquiries and address all technical
questions.
In the future, we intend to:
o provide live customer support from 9 AM to 5 PM EST Monday through Friday;
o establish a special chat room for customer support and technical assistance;
o purchase customer support management software, databases and systems.
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Clients
We will not be able to secure any clients until we receive the minimum
amount of proceeds from this offering, build a reasonable network of web site
developers and initiate a sales and marketing campaign. We expect that we can
begin to generate revenues by the end of this year.
Operations and Infrastructure
We are currently borrowing all of our computer, telecommunications and
Internet equipment from our president. Our operations are in Lido Beach, New
York. Our systems include one IBM compatible computer containing web site
development, marketing and accounting software.
We currently do not have any redundant systems that would handle our
system functions in the event of a system failure, nor do we have an off-site
backup of our information. In the event of a catastrophic loss at our Lido Beach
facility resulting in damage to, or destruction of, our computer,
telecommunications and Internet systems, we would have a material interruption
in our business operations.
In the future, we intend to:
o engage an Internet service provider to provide dedicated high speed bandwidth
to our web site and email accounts;
o purchase hardware and systems to accommodate a larger web site;
o expand our infrastructure as necessary to meet the usage demands for our
service;
o expand our operations department as needed.
Competition
The market for web site services contracts is intensely competitive and
rapidly changing. Our most visible competitors currently include Zefer, Verio,
Usweb and Rare Medium. We are subject to competition that is expected to
intensify in the future. Accordingly, we will likely face increased competition,
resulting in increased pricing pressures on our rates which could in turn have a
material adverse effect on our business, results of operations and financial
condition.
We believe that the principal competitive factors in attracting clients
include the quality of work, price, brand recognition and customer service.
Our competitors and potential competitors may develop superior services
that achieve greater market acceptance than ours. Many of our existing and
potential competitors, have longer operating histories in the web market,
greater name recognition, larger customer bases and significantly greater
financial, technical and marketing resources than we have. Our competitors may
be able to undertake more extensive marketing campaigns for their brands and
services, adopt more aggressive advertising pricing policies and make more
attractive offers to potential employees, distribution partners, commerce
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companies and third-party service providers.
Strategic Relationships
We intend to enter into strategic relationships with a limited number of
leading Internet hardware, software and content companies. We believe that these
relationships, which typically are non-exclusive, enable us to deliver clients
more effective solutions with greater efficiency because the strategic
relationships provide us with the opportunity to gain early access to
leading-edge technology, cooperatively market products and services with leading
technology vendors, cross-sell additional services and gain enhanced access to
vendor training and support. We also believe that these relationships are
important because they leverage the strong brand and technology positions of
these market leaders.
In the event that any strategic relationship is discontinued, either in
connection with termination of an agreement or otherwise, our business, results
of operations and financial condition may be materially adversely affected.
Acquisitions
In the future, we intend to seek to expand our operations by acquiring
companies in businesses that we believe will complement or enhance our business.
We may not be able to ultimately effect any acquisition, successfully integrate
any acquired business in our operations or otherwise successfully expand our
operations. We have not established any minimum criteria for any acquisition and
our management has complete discretion in determining the terms of any
acquisition. Consequently, there is no basis for you to evaluate the specific
merits or risks of any potential acquisition that we may undertake.
After this registration statement becomes effective, we intend to issue common
shares to pay for acquisitions of assets, technologies or securities of
additional businesses in the future. We have not negotiated the terms of any
future acquisitions yet, and there is no deadline for issuing the remaining
shares. We might pay for future acquisitions using some combination of shares,
cash and assumption of liabilities. When we negotiate acquisitions, we consider
many factors regarding valuation and payment terms. We expect that the shares
issued in any acquisition will be valued at $0.05.
Our acquisition strategy involves a number of risks and uncertainties, and we
cannot be sure that we will be able to identify suitable acquisition candidates,
acquire such companies on acceptable terms or integrate their operations
successfully with ours. As we issue stock to complete future acquisitions, our
existing stockholders experience ownership dilution.
As of August 31, 1999 we do not have any specific acquisition that is currently
contemplated or probable.
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Regulation of our business
We are not currently subject to direct regulation by any governmental
agency, other than laws and regulations generally applicable to businesses.
Due to the increasing popularity and use of the Internet, it is possible
that a number of laws and regulations may be adopted in the U.S. and abroad with
particular applicability to the Internet. It is possible that governments will
enact legislation that may be applicable to us in areas such as content, network
security, encryption and the use of key escrow, data and privacy protection,
electronic authentication or "digital" signatures, illegal and harmful content,
access charges and retransmission activities. Moreover, the applicability to the
Internet of existing laws governing issues such as property ownership, content,
taxation, defamation and personal privacy is uncertain.
The majority of laws that currently regulate the Internet were adopted
before the widespread use and commercialization of the Internet and, as a
result, do not contemplate or address the unique issues of the Internet and
related technologies. Any export or import restrictions, new legislation or
regulation or governmental enforcement of existing regulations may limit the
growth of the Internet, increase our cost of doing business or increase our
legal exposure. Any of these factors could have a material adverse effect on our
business, financial condition and results of operations.
Due to the global nature of the Internet, it is possible that the
governments of other states and foreign countries might attempt to regulate our
transmissions or prosecute us for violations of their laws even though
transmissions by us over the Internet currently originate primarily in Lido
Beach, New York. Violations of local laws may be alleged or charged by state or
foreign governments and we may unintentionally violate local laws and local laws
may be modified, or new laws enacted, in the future. Any of the foregoing
developments could have a material adverse effect on our business, results of
operations and financial condition.
Personnel
As of August 31, 1999, we employed one person that is engaged in executive
management, sales and marketing. From time to time, we will employ additional
independent contractors to support our development, technical, marketing, sales,
support and administrative organizations. Our relations with our employee and
contractors are generally good and we have no collective bargaining agreements
with any labor unions.
Our success will depend on our ability to hire and retain additional
qualified marketing, sales, technical and other personnel. Qualified personnel
are in high demand. We face considerable competition from other Internet
software and service firms for these personnel, many of which have significantly
greater resources than we have.
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Facilities
We have our corporate headquarters at 21 Blackheath Road, Lido Beach, New
York 11561. Substantially all of our operating activities are conducted from 200
square feet of office space provided by our president at no charge. We also have
a branch office in Naples, Florida provided by a consultant at no charge.
We believe that additional space will be required as our business expands
and believe that we can obtain suitable space as needed. We do not own any real
estate.
Legal Proceedings
We are not currently involved in any legal or regulatory proceedings or,
arbitration. However, our business involves substantial risks of liability,
including possible exposure to liability under federal, state and international
laws in connection with the gathering and use of information about our users,
infringing the proprietary rights of others and possible liability for product
defects, errors or malfunctions.
MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
General
Hojo Holdings is a web site development company. Our services are designed
to help clients build an Internet presence to increase sales, improve
communications and create and enhance business identities. We intend to provide
a variety of services including web site development, web site hosting and web
site promotion.
Hojo's revenues will be derived from fees for services generated on a
project-by-project basis. Our projects are expected to vary in size and scope.
In general, clients will be charged for the time, materials and expenses
incurred on a particular project. However, a portion of our revenue may be
derived from fixed-fee contracts. We expect that all of our agreements could be
terminated by the client upon 30-days prior written notice.
If we are successful in selling all of the shares offered hereby, we
believe the $500,000 generated thereby will be sufficient to maintain our
operations for at least 12 months after completion of the offering. If we raise
less than $200,000, we will have to limit our operations and sales efforts which
could delay or possibly eliminate any growth of our company.
Since inception, our financing has been provided to us through a credit
line of $12,500 from an individual as set forth in our financial statements. As
of August 31, 1999, we borrowed $284 and have a remaining credit line of
$12,216.
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Results of Operations
For the period January 5, 1999 (date of inception) to August 31, 1999,
we did not generate any operating revenues and incurred a cumulative net loss of
$2,764. Our operating expenses consist of organizational costs including
accounting, incorporation and state fees.
The results of operations for the period January 5, 1999 (date of
inception) to August 31, 1999 are not necessarily indicative of the results for
any future interim period. We expect to expand our business and client base,
which will require us to increase our personnel, develop our web site and
purchase equipment, which will result in increasing expenses.
Liquidity and Capital Resources
Our operating and capital requirements have exceeded our cash flow from
operations as we have been building our business. Organizational activities
during the period January 5, 1999 (date of inception) to August 31, 1999 created
a net use of cash of $2,764, which have been primarily funded by $2,764 in
borrowings. We had proceeds from the sale of stock of $2,500 and net borrowings
of $284. At August 31, 1999 we had $20 in cash or cash equivalents.
We expect to make expenditures of approximately $200,000 during the
twelve months following the closing of this offering. These expenditures will be
used to continue web site development, recruiting independent contractors, hire
additional personnel, sales and marketing, purchase equipment and general
working capital.
Material Agreements
In August 1999, we entered into a two-year employment agreement with Holli
Blechner, our president. Ms. Blechner will be compensated at the rate of $24,000
per year. However, no compensation shall be paid until we raise gross investment
proceeds exceeding $200,000.
YEAR 2000 READINESS DISCLOSURE
OUR STATE OF READINESS
We have defined Year 2000 compliance as follows:
Information technology time and date data processes, including, but not limited
to, calculating, comparing and sequencing data from, into and between the 20th
and 21st centuries contained in our software and services offered through the
us, will function accurately, continuously and without degradation in
performance and without requiring intervention or modification in any manner
that will or could adversely affect the performance of such products or the
delivery of such software and services as applicable at any time.
31
<PAGE>
Our internal systems include both information technology systems and
non-information technology systems. We have initiated an assessment of our
proprietary information technology systems, and expect to complete any
remediation and testing of all information technology systems during 1999. With
respect to information technology systems provided by third-party vendors, we
have sought assurances from such vendors that their technology is Year 2000
compliant. All of our material information technology system vendors have
replied to inquiry letters sent by us stating that they either are Year 2000
compliant or expect to be so in a timely manner.
We are evaluating our non-information technology systems for Year 2000
compliance. We have not, to date, discovered any material Year 2000 issues with
respect to our non-information technology systems.
We are in the process of contacting our material suppliers whose products or
services are sold through us to determine if they are Year 2000 compliant. To
date, all such suppliers have stated that they are, or expect to be, Year 2000
compliant in a timely manner. Our customers are individual Internet users, and,
therefore, we do not have any individual customers who are material to an
evaluation of Year 2000 compliance issues.
THE COSTS TO ADDRESS YEAR 2000 ISSUES
We have had no expenses incurred in connection with Year 2000 compliance since
its formation through August 31, 1999. Such amounts have not been material. The
additional costs to make any other software or services Year 2000 compliant by
mid-1999 will be expensed as incurred, but are not expected to be material.
We are not currently aware of any material operational issues or costs
associated with preparing our systems for the Year 2000. Nonetheless, we may
experience material unexpected costs caused by undetected errors or defects in
the technology used in our systems or because of the failure of a material
supplier to be Year 2000 compliant.
RISKS ASSOCIATED WITH YEAR 2000 ISSUES
Notwithstanding our Year 2000 compliance efforts, the failure of a material
system or vendor used in our software and service, or the Internet generally, to
be Year 2000 compliant could harm the operation of our software and services or
prevent us from generating advertising or commerce sales through our software,
or have other unforeseen, adverse consequences to the company.
Finally, we are also subject to external Year 2000-related failures or
disruptions that might generally affect industry and commerce, such as utility
or transportation company Year 2000 compliance failures and related service
interruptions. Moreover, participating vendors in our services might experience
substantial slow-downs in business if consumers avoid products and services such
as air travel both before and after January 1, 2000 arising from concerns about
reliability and safety because of the Year 2000 issue. All of these factors
could have a material adverse effect on our business, financial condition and
results of operations.
32
<PAGE>
CONTINGENCY PLANS
We are engaged in an ongoing Year 2000 assessment and the development of
contingency plans. The results of our Year 2000 simulation testing and the
responses received from third-party vendors and service providers will be taken
into account in determining the nature and extent of any contingency plans. We
have identified our worst-case scenario as the interruption of our business
resulting from Year 2000 failure of the electric company or our Internet service
providers to provide services. We have not yet completed our worst-case scenario
contingency plan. Without a worst-case scenario contingency plan we may not have
enough time to complete remedial measures and implement contingency planning for
the worst-case scenario. We do plan to complete our contingency plan in
accordance with our compliance plan and under the guidance of our consultants in
the fourth quarter of 1999.
WHERE YOU CAN FIND MORE INFORMATION?
We have not been subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended prior to completion of this offering. We have
filed with the SEC a registration statement on Form SB-2 to register the offer
and sale of the shares. This prospectus is part of that registration statement,
and, as permitted by the SEC's rules, does not contain all of the information in
the registration statement. For further information with respect to us and the
shares offered under this prospectus, you may refer to the registration
statement and to the exhibits and schedules filed as a part of the registration
statement. You can review the registration statement and our exhibits and
schedules at the public reference facility maintained by the SEC at Judiciary
Plaza, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
regional offices of the SEC at 7 World Trade Center, Suite 1300, New York, New
York 10048 and Citicorp Center, Suite 1400, 500 West Madison Street, Chicago,
Illinois 60661. Please call the SEC at 1-800-SEC-0330 for further information on
the public reference room. The registration statement is also available
electronically on the World Wide Web at http://www.sec.gov.
You can also call or write us at any time with any questions you may have.
We would be pleased to speak with you about any aspect of this offering.
FINANCIAL STATEMENTS
33
<PAGE>
Hojo Holdings, Inc.
(A Development Stage Enterprise)
Financial Statements as of and for the period January 5, 1999
(date of incorporation) to August 31, 1999
and
Independent Auditors' Report
34
<PAGE>
Hojo Holdings, Inc.
(A Development Stage Enterprise)
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
Independent Auditors' Report F-2
Financial Statements as of and for the period January 5, 1999
(date of incorporation) to August 31, 1999:
Balance Sheet F-3
Statement of Operations F-4
Statement of Stockholders' Deficit F-5
Statement of Cash Flows F-6
Notes to Financial Statements F-7
- --------------------------------------------------------------------------------
F-1
35
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of Hojo Holdings, Inc.:
We have audited the accompanying balance sheet of Hojo Holdings, Inc. (the
"Company"), a development stage enterprise, as of August 31, 1999, and the
related statements of operations, stockholders' deficit and cash flows for the
period January 5, 1999 (date of incorporation) to August 31,1999. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining on a test basis, evidence supporting
the amounts and the disclosures in the financial statements. An audit also
includes assessing the accounting principles used and the significant estimates
made by management, as well as the overall financial statement presentation. We
believe our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Company as of August 31,
1999, and the results of its operations and its cash flows for the period
January 5, 1999 (date of incorporation) to August 31, 1999 in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Notes A and B to the
financial statements, the Company is in the development stage and will require a
significant amount of capital to commence its planned principal operations and
proceed with its business plan. As of the date of these financial statements, no
significant capital has been raised, and as such there is no assurance that the
Company will be successful in its efforts to raise the necessary capital to
commence its planned principal operations and/or implement its business plan.
These factors raise substantial doubt about the Company's ability to continue as
a going concern. Management's plans in regard to this matter are described in
Note B. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
Beard, Nertney, Kingery, Crouse & Hohl, P.A.
September 9, 1999
Tampa, FL
F-2
36
<PAGE>
Hojo Holdings, Inc..
(A Development Stage Enterprise)
BALANCE SHEET AS OF AUGUST 31, 1999
- --------------------------------------------------------------------------------
ASSETS
Cash and cash equivalents $ 20
===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES - Line of Credit $ 284
-----------
STOCKHOLDERS' DEFICIT:
Common stock-$.001 par value-20,000,000 shares
authorized; 2,500,000 shares issued and
outstanding 2,500
Deficit accumulated during the development stage (2,764)
-----------
Total stockholders' deficit
(264)
-----------
TOTAL $ 20
===========
- --------------------------------------------------------------------------------
See notes to financial statements
F-3
37
<PAGE>
Hojo Holdings, Inc.
(A Development Stage Enterprise)
STATEMENT OF OPERATIONS
for the period January 5, 1999 (date of incorporation)
to August 31, 1999
- --------------------------------------------------------------------------------
EXPENSES:
Professional fees $ 2,200
Organization costs 564
-------------
NET LOSS $ 2,764
=============
NET LOSS PER SHARE:
$ 0.00
Basic
=============
Weighted average number of shares - basic 2,500,000
=============
- --------------------------------------------------------------------------------
See notes to financial statements
F-4
38
<PAGE>
Hojo Holdings, Inc.
(A Development Stage Enterprise)
STATEMENT OF STOCKHOLDERS' DEFICIT
for the period January 5, 1999 (date of incorporation)
to August 31, 1999
- --------------------------------------------------------------------------------
Deficit
Accumulated
During the
Development
Common Stock
Shares Par Value Stage Total
---------- ---------- ------------ ---------
Balances, January 5,1999
(date of incorporation) 0 $ 0 $ 0 $ 0
Issuance of common stock 2,500,000 2,500 2,500
Net loss for the
period, January 5, 1999
(date of incorporation)
to August 31, 1999 (2,764) (2,764)
---------- ---------- ------------ ---------
Balances, August 31,1999 2,500,000 $ 2,500 $ (2,764) $ (264)
========== ========== ============ =========
- --------------------------------------------------------------------------------
See notes to financial statements
F-5
39
<PAGE>
Hojo Holdings, Inc.
(A Development Stage Enterprise)
STATEMENT OF CASH FLOWS
for the period January 5, 1999 (date of incorporation)
to August 31, 1999
- --------------------------------------------------------------------------------
$ (2,764)
CASH USED IN OPERATING ACTIVITIES - Net loss ----------
CASH FLOWS FROM FINANCING ACTIVITIES -
Increase in line of credit 284
Proceeds from the issuance of common stock 2,500
----------
2,784
NET CASH PROVIDED BY FINANCING ACTIVITIES
----------
NET INCREASE IN CASH AND CASH EQUIVALENTS 20
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 0
----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 20
==========
Interest paid $ 0
==========
Taxes paid $ 0
==========
- --------------------------------------------------------------------------------
See notes to financial statements
F-6
40
<PAGE>
Hojo Holdings, Inc.
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE A - FORMATION AND OPERATIONS OF THE COMPANY
Hojo Holdings, Inc. (the "Company") was incorporated under the laws of the state
of Delaware on January 5, 1999. The Company, which is considered to be in the
development stage as defined in Financial Accounting Standards Board Statement
No. 7, is a web site development firm that intends to build a network of
independent web site developers for projects it secures from clients. The
planned principal operations of the Company have not commenced, therefore
accounting policies and procedures have not yet been established.
The preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements and
revenues and expenses during the reporting period. Actual results could differ
from those estimates.
NOTE B - GOING CONCERN
The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. The Company will require a
significant amount of capital to commence its planned principal operations and
proceed with its business plan. Accordingly, the Company's ability to continue
as a going concern is dependent upon its ability to secure an adequate amount of
capital to finance its planned principal operations and/or implement its
business plan. The Company's plans include a public offering of its common stock
(see Note F) and the issuance of debt, however there is no assurance that they
will be successful in their efforts to raise capital. This factor, among others,
may indicate that the Company will be unable to continue as a going concern for
a reasonable period of time.
The financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or the amounts and
classification of liabilities that might be necessary should the Company be
unable to continue as a going concern.
F-7
41
<PAGE>
NOTE C - RELATED PARTY TRANSACTION
On August 30, 1999, the Company executed a two year employment contract with its
president, which requires annual compensation of approximately $24,000 plus
certain bonuses and fringe benefits (as defined in the agreement). The agreement
shall become effective upon the earlier of the date mutually agreed to in
writing by both parties or two weeks following the date on which the Company
receives more than $200,000 of gross investment capital.
During the period January 5, 1999 (date of incorporation) to August 31, 199, the
Company's President provided various equipment, services and a portion of her
home for office space for no consideration. The value of this equipment,
services and office space are considered to be insignificant and as such no
expense has been recorded.
NOTE D - LINE OF CREDIT
The Line of Credit arises from advances under a line of credit arrangement with
the Company, whereby an individual has agreed to loan the Company up to $12,500
to fund cash flow needs. Advances under the arrangement, accrue interest at a
fixed rate of 6%, are unsecured and have no specified repayment terms. At
August 31, 1999, the Company had borrowed $2,784 under this arrangement of which
$284 remained outstanding as of such date.
NOTE E - INCOME TAXES
The Company has recognized losses for both financial and tax reporting purposes
and has a net operating loss carryforward of approximately $2,700 as of August
31, 1999. Because the Company would establish a valuation allowance for any
deferred income tax asset, no deferred taxes have been provided for in the
accompanying financial statements.
NOTE F - LOSS PER SHARE
The Company computes net loss per share in accordance with SFAS No. 128
"Earnings per Share" ("SFAS No. 128") and SEC Staff Accounting Bulletin No. 98
("SAB 98"). Under the provisions of SFAS No. 128 and SAB 98, basic net loss per
share is computed by dividing the net loss available to common stockholders for
the period by the weighted average number of common shares outstanding during
the period. Diluted net loss per share is computed by dividing the net loss for
the period by the number of common and common equivalent shares outstanding
during the period. As of August 31, 1999 there were no common equivalent shares
outstanding, as such, the diluted net loss per share calculation is the same as
the basic net loss per share.
Net loss available to common stockholders $ 2,764
===========
Denominator for basic calculation 2,500,000
===========
Net loss per share - basic $ 0.00
===========
F-8
42
<PAGE>
NOTE G - PROPOSED COMMON STOCK OFFERING
During the third calendar quarter of 1999, the Company intends to file a
registration statement for the sale of up to 12,500,000 shares (including
2,500,000 shares held by stockholders) of the Company's common stock at $0.05
per share. The offering will be on a best-efforts, no minimum basis. As such,
there will be no escrow of any of the proceeds of the offering and the Company
will have the immediate use of such funds to finance its operations.
- --------------------------------------------------------------------------------
F-9
43
<PAGE>
Part II - INFORMATION NOT REQUIRED IN PROSPECTUS
Item 24. Indemnification of directors and officers.
The information required by this Item is incorporated by reference to
"indemnification" in the prospectus herein.
Item 25. Other Expenses of Issuance and Distribution.
SEC Registration Fee $173.75
Blue Sky Fees and Expenses 6,000
Legal Fees and Expenses 35,000
Printing and Engraving Expenses 2,000
Accountants' Fees and Expenses 5,000
Miscellaneous 6,826.25
Total $55,000
The foregoing expenses, except for the SEC fees, are estimated.
Item 26. Recent sales of unregistered securities.
The following sets forth information relating to all previous sales of common
stock by the Registrant which sales were not registered under the Securities Act
of 1933.
On January 6, 1999, we issued 900,000 shares of common stock to Holli Blechner,
president and CEO at a price of $0.001 per share, for aggregate consideration of
$900. The foregoing purchase and sale were exempt from registration under the
Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section
4(2) on the basis that the transaction did not involve a public offering.
On January 6, 1999, we sold 1,600,000 shares of common stock to 49 investors,
each of whom subscribed to purchase the shares, at a price of $0.001 per share,
for aggregate consideration of $1,600. No sales commissions were paid in
connection with the offering. The foregoing sale was exempt from registration
under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to
Section 4(2) on the basis that the transaction did not involve a public
offering.
All individuals that were gifted shares of stock had the opportunity to ask
questions and receive answers from all of our officers, directors and employees.
In addition, they had access to review all of our corporate records and material
contracts and agreements.
44
<PAGE>
January 6, 1999
Holli Blechner sophisticated
January 6, 1999
Alfred Arberman sophisticated
Rachelle Arberman sophisticated
Anil Goel sophisticated
Brad Jones sophisticated
Roger Mclelland sophisticated
Shanti Mclelland sophisticated
Brad Rotter accredited
Robert Enslein accredited
Paul Milelli sophisticated
Tumer Bahcheli accredited
Ellis Reemer accredited
Bryan Eggers sophisticated
Steve Palmer sophisticated
Kevin Lewis accredited
Raj Vadavia sophisticated
Bob Vukovitch accredited
Jonathan Lewis sophisticated
Mark Freeman accredited
Michael Levy accredited
Glenn Bierman accredited
Bella and Mauricio Nemes sophisticated
Simon and Sarah Blechner sophisticated
Sefany Jones sophisticated
Hillary Braderman sophisticated
Larry Stessel accredited
Isabel Arberman sophisticated
Joshua and Renee Bialek sophisticated
Fred Sager accredited
Cliff Berger accredited
Morty Dugatz accredited
Kerry Kassover accredited
Ron Kassover sophisticated
George Chajes sophisticated
Harvey Jacobson accredited
Jeremy and Karen Blumenfeld sophisticated
Lisa Appel sophisticated
Lawrence Frankel sophisticated
Debbie Galla sophisticated
Bob Herbst sophisticated
45
<PAGE>
Adam Hutt sophisticated
Lisa Kahn sophisticated
Burt Miller sophisticated
Joseph Popolow accredited
David Smith sophisticated
Ilan Weinberg sophisticated
Elain Calmon sophisticated
Herbert and June Appel sophisticated
Mark Defelice sophisticated
Thomas Caton sophisticated
Item 27. Exhibits.
The exhibits marked with an "*" have already been filed. The remaining exhibits
are filed with this Registration Statement:
Number Exhibit Name
1.1 Subscription Agreement
3.1 Articles of Incorporation
3.2 By-Laws
5.0 Opinion Regarding Legality
10.1 Employment Agreement with Holli Blechner.
23.1 Consent of Expert
24.1 Consent of Counsel
All other Exhibits called for by Rule 601 of Regulation S-B are not applicable
to this filing. Information pertaining to our common stock is contained in our
Articles of Incorporation and By-Laws.
Item 28. Undertakings.
The undersigned registrant undertakes:
(1) To file, during any period in which offer or sales are being made, a
post-effective amendment to this registration statement:
To include any prospectus required by section I 0(a)(3) of the Securities Act
of 1933;
To reflect in the prospectus any facts or events arising after the effective
date of the Registration Statement (or the most recent post-effective
amendment) which, individually or in the aggregate, represent a
fundamental change in the information in the registration statement;
To include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material
change to the information in the Registration Statement.
46
<PAGE>
(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of securities at that time shall be deemed to be the
initial bona fide offering.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned Registrant hereby undertakes to file with
the Securities and Exchange Commission any supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred to that section.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to our certificate of incorporation or provisions of Florida
law, or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission the indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. If a claim for
indemnification against liabilities (other than the payment by the Registrant)
of expenses incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit, or proceeding is
asserted by a director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of our
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether the indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of the issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form SB-2 and has duly caused this registration
statement to be signed on our behalf by the undersigned, in the City of Lido
Beach, State of New York, on September 14, 1999.
Hojo Holdings, Inc.
/s/ Holli Blechner
President, Treasurer, and Director
/s/ Holli Blechner
Chief Accounting Officer
47
<PAGE>
As filed with the SEC on September 14, 1999 SEC Registration No.
-------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
REGISTRATION STATEMENT
ON FORM SB-2
UNDER
THE SECURITIES ACT OF 1933
Hojo Holdings, Inc.
(Consecutively numbered pages 48 through of this Registration Statement)
48
<PAGE>
INDEX TO EXHIBITS
- -----------------------------------------------------------------------
SEC REFERENCE TITLE OF DOCUMENT LOCATION
NUMBER
- -----------------------------------------------------------------------
1.1 Subscription Agreement This Filing
Page___
- -----------------------------------------------------------------------
3.1 Articles of Incorporation
This Filing
Page___
- -----------------------------------------------------------------------
3.2 Bylaws This Filing
Page___
- -----------------------------------------------------------------------
5 Consent of HOGE, EVANS, This Filing
HOLMES, CARTER & LEDBETTER, Page___
PLLC
- -----------------------------------------------------------------------
Employment Agreement for Holli This Filing
10.1 Blechner Page___
- -----------------------------------------------------------------------
23 Consent of Beard, Nertney, This Filing
Kingery, Crouse & Hohl, P.A. Page
- -----------------------------------------------------------------------
49
<PAGE>
REFERENCE 1.1
SUBSCRIPTION AGREEMENT
50
<PAGE>
Hojo Holdings, INC.
SUBSCRIPTION AGREEMENT
Gentlemen:
The Investor named below, by payment of the purchase price for such Common
Shares, by the delivery of a check payable to HOJO HOLDINGS, INC., hereby
subscribes for the purchase of the number of Common Shares indicated below
(minimum of one thousand) of HOJO HOLDINGS, INC., at a purchase of $0.05 per
Share as set forth in the Prospectus.
By such payment, the named Investor further acknowledges receipt of the
Prospectus and the Subscription Agreement, the terms of which govern the
investment in the Common Shares being subscribed for hereby.
A. INVESTMENT: (1) Number of Shares ___________
(2) Total Contribution ($0.05/Share) $_______________
Date of Investor's check___________________
B. REGISTRATION:
(3) Registered owner:_____________________________
Co-Owner: ____________________________
(4) Mailing address: _____________________________
City, State & zip: ____________________________
(5) Residence Address (if different from above):
=========================================
(6) Birth Date: ___________/___________/____________
(7) Employee or Affiliate: Yes__________No___________
(8) Social Security: #:_____________/_____________/__________
U.S. Citizen [ ] Other [ ]
Co-Owner Social Security:
#:_________________/_____________/_______________
U.S. Citizen [ ] Other [ ]
Corporate or Custodial:
Taxpayer ID #: ____________/___________/____________
U.S. Citizen [ ] Other [ ]
(9) Telephone (H) ( ) ______________________
51
<PAGE>
C. OWNERSHIP [ ] Individual Ownership [ ] IRA or Keogh
[ ] Joint Tenants with Rights of Survivorship
[ ] Trust/Date Trust Established_______________
[ ] Pension/Trust (S.E.P.)
[ ] Tenants in Common [ ] Tenants by the Entirety
[ ] Corporate Ownership [ ] Partnership
[ ]Other_____________________
D. SIGNATURES: By signing below, I/we represent that I/we meet the
suitability standards set forth in the Prospectus.
Registered Owner:_____________________________
Co-Owner:____________________________________
Print Name of Custodian or Trustee:______________________________________
Authorized Signature:___________________________
Date:_____________________ Witness _______
Signature_____________________________________
MAIL TO:
Hojo Holdings, Inc.
21 Blackheath Road
Lido Beach, New York 11561
Telephone 516.670.0564
facsimile 516.670.0564
OFFICE USE ONLY:
Date Received:__________________________________
Date Accepted/Rejected_________________________________________
Subscriber's Check Amount:_______________________
Check No.___________________ Date Check ________________
Deposited________________________________
MR #________________
52
<PAGE>
REFERENCE 3.1
ARTICLES OF INCORPORATION
53
<PAGE>
ARTICLES OF INCORPORATION OF: Hojo Holdngs, Inc.
The undersigned, for the purpose of forming a corporation under the laws of the
State of Delaware do hereby adopt the following articles of incorporation:
ARTICLE ONE - NAME AND MAILING ADDRESS
The name of the corporation is Hojo Holdngs, Inc and the mailing address of this
corporation is 21 Blackheath Road, Lido Beach, New York 11561
ARTICLE TWO - CORPORATE DURATION
The duration of the corporation is perpetual.
ARTICLE THREE - PURPOSE
This corporation is organized to engage in any lawful trade or business that
can, in the opinion of the board of directors of the corporation, be
advantageously carried on.
ARTICLE FOUR - CAPITAL STOCK
The aggregate number of shares which the corporation is authorized to issue is
20,000,000. Such shares shall be of a single class, and shall have a par value
of $0.001 per share.
ARTICLE FIVE - REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation is 15
East North Street in the City of Dover, County of Kent, Delaware, and the name
of its initial registered agent at such address, is Incorporating Services Inc.
ARTICLE SIX - DIRECTORS
The number of directors constituting the initial board of directors of the
corporation is one. The number of directors may be either increased or decreased
from time to time by the Bylaws, but shall never be less than one (1). The name
and address of each person who is to serve as a member of the initial board of
directors is:
Holli Blechner 21 Blackheath Road, Lido Beach, New York 11561
ARTICLE SEVEN - INCORPORATORS
The name and address of the person signing these Articles of Incorporation is:
Holli Blechner 21 Blackheath Road, Lido Beach, New York 11561
ARTICLE EIGHT - INDEMNIFICATION
The corporation shall indemnify any officer or director, or any former officer
or director, to the full extent permitted by law.
ARTICLE NINE - AMENDMENT
This corporation reserves the right to amend or repeal any provisions contained
in these Articles of Incorporation, or any amendment thereto, and any right
conferred upon the shareholders is subject to this reservation.
54
<PAGE>
Executed by the undersigned at on January 5th, 1999.
/s/ Holli Blechner
Holli Blechner
55
<PAGE>
REFERENCE 3.1
BYLAWS
56
<PAGE>
BYLAWS OF Hojo Holdings, Inc.
ARTICLE I. MEETING
Section 1. Annual Meeting. The annual meeting of the shareholders of this
corporation shall be held at the time and place designated by the Board of
Directors of the corporation. The annual meeting of shareholders for any year
shall be held no later than thirteen (13) months after the last preceding annual
eeting of shareholders. Business transacted at the annual meeting shall include
the election of directors of the corporation.
Section 2. Special Meetings. Special meetings of the shareholders shall be held
when directed by the Board of Directors, or when requested in writing by the
holders of not less than ten percent (10%) of all the shares entitled to vote at
the meeting. A meeting requested by shareholders shall be called for a date not
less than ten (10) or more than sixty (60) days after the request is made,
unless the shareholders requesting the meeting designate a later date. The call
for the meeting shall be issued by the Secretary, unless the President, Board of
Directors, or shareholders requesting the meeting designate another person to do
so.
Section 3. Place. Meetings of Shareholders shall be held at the principal place
of business of the corporation or at such other place as may be designated by
the Board of Directors.
Section 4. Notice. Written notice stating the place, day and hour of the meeting
and, in the case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten (10) nor more than sixty
(60) days before the meeting, either personally or by first class mail, by or at
the direction of the President, the Secretary or the officer or persons calling
the meeting, to each Shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail, prepaid and addressed to the shareholder at his address as it
appears on the stock transfer books of the Corporation.
Section 5. Notice of Adjourned Meeting. When a meeting is adjourned to another
time or place, it shall not be necessary to give any notice of the adjourned
meeting if the time and place to which the meeting is adjourned are announced at
the meeting at which the adjournment is taken. At the adjourned meeting, any
business may be transacted that might have been transacted on the original date
of the meeting. However, if after the adjournment the Board of Directors fixes a
new record date for the adjournment meeting, a notice of the adjourned meeting
shall be given as provided in this Article to each shareholder of record on the
new record date entitled to vote at such meeting.
Section 6. Closing of Transfer Books and Fixing Record Date. For the purpose of
determining shareholders entitled to notice of or to vote at any meeting of
shareholder of any adjournment thereof, or entitled to receive payment of any
dividend, or in order to make a determination of shareholders for any other
purpose, the Board of Directors may provide that the stock transfer books shall
be closed for a stated period but not to exceed, in any case, sixty (60) days.
If the stock transfer books shall be closed for the purpose of determining
shareholders entitled to notice of or to vote at a meeting of shareholders, such
books shall be closed for at least ten (10) days immediately preceding such
meeting.
In lieu of closing the stock transfer books, the Board of Directors may fix in
advance a date as the record date for any determination of shareholders, such
date in any case to be not more than sixty (60) days and, in case of a meeting
of shareholders, not less than ten (10) days prior to the date on which the
particular action requiring such determination of shareholders is to be taken.
If the stock transfer books are not closed and no record date is fixed for the
determination of shareholders entitled to notice or to vote at a meeting of
shareholders, or shareholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on which the
resolution of the Board of Directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of shareholders.
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When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any adjournment thereof, unless the Board of Directors fixes a new
record date for the adjourned meeting.
Section 7. Voting Record. The officers or agent having charge of the stock
transfer books for shares of the corporation shall make, at least ten (10) days
before each meeting of shareholders, a complete list of the shareholders
entitled to vote at such meeting or any adjournment thereof, with the address of
and the number and class and series, if any, of shares held by each. The list,
for a period of ten (10) days prior to such meeting, shall be kept on file at
the registered office of the corporation, at the principal place of business of
the corporation or at the office of the transfer agent or register of the
corporation and any shareholder shall be entitled to inspect the list at any
time during usual business hours. The list shall also be produced and kept open
at the time and place of the meeting and shall be subject to the inspection of
any shareholder at any time during the meeting.
If the requirements of this section have not been substantially complied with,
the meeting on demand of any shareholder in person or by proxy, shall be
adjourned until the requirements are complied with. If no such demand is made,
failure to comply with the requirements of this section shall not affect the
validity of any action taken at such meeting.
Section 8. Shareholder Quorum and Voting. A majority of the shares entitled to
vote, represented in person or by proxy, shall constitute a quorum at a meeting
of shareholders. When a specified item of business is required to be voted on by
a class or series a majority of the shares of such class or series shall
constitute a quorum for the transaction of such item of business by that class
or series.
If a quorum is present, the affirmative vote of the majority of the shares
represented at the meeting and entitled to vote on the subject matter shall be
the act of the shareholders unless otherwise provided by law.
After a quorum has been established at a shareholders' meeting, the subsequent
withdrawal of shareholders, so as to reduce the number of shareholders entitled
to vote at the meeting below the number required for a quorum, shall not affect
the validity of any action taken at the meeting or any adjournment thereof.
Section 9. Voting of Shares. Each outstanding share, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
Shareholders.
Treasury shares, shares of stock of this corporation owned by another
corporation the majority of the voting stock of which is owned or controlled by
this corporation, and shares of stock of this corporation held by it in a
fiduciary capacity shall not be voted, directly or indirectly, at any meeting,
and shall not be counted in determining the total number of outstanding shares
at any given time.
A shareholder may vote either in person or by proxy executed in writing by the
shareholder or his duly authorized attorney-in-fact.
At each election for directors, every shareholder entitled to vote at such
election shall have the right to vote, in person or by proxy, the number of
shares owned by him for as many persons as there are directors to be elected at
that time and for whose election he has a right to vote.
Shares standing in the name of another corporation, domestic or foreign, may be
voted by the officer, agent, or proxy designated by the bylaws of the corporate
shareholder; or, in the absence of any applicable bylaw, by such person as the
Board of Directors of the corporate shareholder may designate. Proof of such
designation may be made by presentation of a certified coy of the bylaws or
other instrument of the corporate shareholder. In the absence of any such
designation, or in case of conflicting designation by the corporate shareholder,
the chairman of the board, president, any vice president, secretary and
treasurer of the corporate shareholder shall be presumed to possess, in that
order, authority to vote such shares.
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Shares held by an administrator, executor, guardian or conservator may be voted
by him, either in person or by proxy, without a transfer of such shares into his
name. Shares standing gin the name of a trustee may be voted by him, either in
person or by proxy, but no trustee shall be entitled to vote shares held by him
without a transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by such receiver, and
shares held by or under the control of a receiver may be voted by such receiver
without the transfer thereof into his name if authority so to do be contained in
an appropriate order of the court by which such receiver was appointed.
A shareholder whose shares are pledged shall be entitled to vote such shares
until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee or his nominee shall be entitled to vote the shares so
transferred.
On and after the date on which written notice of redemption of redeemable shares
has been mailed to the holders thereof and a sum sufficient to redeem such
shares has been deposited with a bank or trust company with irrevocable
instruction and authority to pay the redemption price to the holders thereof
upon surrender of certificates therefor, such shares shall not be entitled to
vote on any matter and shall not be deemed to be outstanding shares.
Section 10. Proxies. Every shareholder entitled to vote at a meeting of
shareholders or to express consent or dissent without a meeting or a
shareholders' duly authorized attorney-in-fact may authorize another person or
persons to act for him by proxy.
Every proxy must be signed by the shareholder or his attorney-in-fact. No proxy
shall be valid after the expiration of eleven (11) months from the date thereof
unless otherwise provided in the proxy. Every proxy shall be revocable at the
pleasure of the shareholder executing it, except as otherwise provided by law.
The authority of the holder of a proxy to act shall not be revoked by the
incompetence or death of the shareholder who executed the proxy unless, before
the authority is exercised, written notice of an adjudication of such
incompetence or of such death is received by the corporate officer responsible
for maintaining the list of shareholders.
If a proxy for the same shares confers authority upon two (2) or more persons
and does not otherwise provide, a majority of them present at the meeting, or if
only one (1) is present then that one, may exercise all the powers conferred by
the proxy; but if the proxy holders present at the meeting are equally divided
as to the right and manner of voting in any particular case, the voting of such
shares shall be prorated.
If a proxy expressly provides, any proxy holder may appoint in writing a
substitute to act in his place.
Section 11. Voting Trusts. Any number of shareholders of this corporation may
create a voting trust for the purpose of conferring upon a trustee or trustees
the right to vote or otherwise represent their shares, as provided by law. Where
the counterpart of a voting trust agreement and the copy of the record of the
holders of voting trust certificates has been deposited with the corporation as
provided by law, such documents shall be subject to the same right of
examination by a shareholder of the corporation, in person or by agent or
attorney, as are the books and records of the corporation, and counterpart and
such copy of such record shall be subject to examination by any holder or record
of voting trust certificates either in person or by agent or attorney, at any
reasonable time for any proper purpose.
Section 12. Shareholders' Agreements. Two (2) or more shareholders, of
this corporation may enter an agreement providing for the exercise of voting
rights in the manner provided in the agreement or relating to any phase of the
affairs of the corporation as provided by law. Nothing therein shall impair the
right of this corporation to treat the shareholders of record as entitled to
vote the shares standing in their names.
Section 13. Action by Shareholders Without a Meeting. Any action required by
law, these bylaws, or the articles of incorporation of this corporation to be
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taken at any annual or special meeting of shareholders of the corporation, or
any action which may be taken at any annual or special meeting of such
shareholders, 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 of 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. If
any class of shares is entitled to vote thereon as a class, such written consent
shall be required of the holders of a majority of the shares of each class of
shares entitled to vote as a class thereon and of the total shares entitled to
vote thereon.
Within ten (10) days after obtaining such authorization by written consent,
notice shall be given to those shareholders who have not consented in writing.
The notice shall fairly summarize the material features of the authorized action
and, if the action be a merger, consolidated or sale or exchange of assets for
which dissenters rights are provided under this act, the notice shall contain a
clear statement of the right of shareholders dissenting therefrom to be paid the
fair value of their shares upon compliance with further provisions of this act
regarding the rights of dissenting shareholders.
ARTICLE II - DIRECTORS
Section 1. Function. All corporate powers shall be exercised by or
under the authority of, and business and affairs of the corporation
shall be managed under the direction of, the Board of Directors.
Section 2. Qualification. Directors need not be residents of this
state or shareholders of this corporation.
Section 3. Compensation. The Board of Directors shall have authority
to fix the compensation of directors.
Section 4. Duties of Directors. A director shall perform his duties as a
director, including his duties as a member of any committee of the board upon
which he may serve, in good faith, in a manner he reasonably believes to be in
the best interests of the corporation, and with such care as an ordinarily
prudent person in a like position would use under similar circumstances.
In performing his duties, a director shall be entitled to rely on information,
opinions, reports or statements, including financial statements and other
financial data, in each case prepared or presented by:
(a) one (1) or more officers or employees of the corporation whom the director
reasonably believes to be reliable and competent in the matters presented,
(b) counsel, public accountants or other persons as to matters which the
director reasonably believes to be within such person's professional or expert
competence, or
(c) a committee of the board upon which he does not serve, duly designated in
accordance with a provision of the articles of incorporation or the bylaws, as
to matters within its designated authority, which committee the director
reasonable believes to merit confidence.
A director shall not be considered to be acting in good faith if he has
knowledge concerning the matter in question that would cause such reliance
described above to be unwarranted.
A person who performs his duties in compliance with this section shall have no
liability by reason of being or having been a director of the corporation.
Section 5. Presumption of Assent. A director of the corporation who is present
at a meeting of its Board of Directors at which action on any corporate matter
is taken shall be presumed to have assented to the action taken unless he votes
against such action or abstains from voting in respect thereto because of an
asserted conflict of interest.
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Section 6. Number. The corporation shall have at least one (1) director.The
minimum number of directors may be increased or decreased from time to time by
amendment to these bylaws, but no decrease shall have the effect of shortening
the terms of any incumbent director and no amendment shall decrease the number
of directors below one (1), unless the stockholders have voted to operate the
corporation.
Section 7. Election and Term. Each person named in the articles of incorporation
as a member of the initial board of directors shall hold office until the first
annual meeting of shareholders, and until his successor shall have been elected
and qualified or until his earlier resignation, removal from office or death.
At the first annual meeting of shareholders and at each annual meeting
thereafter, the shareholders shall elect directors to hold office until the next
succeeding annual meeting. Each director shall hold office for the term for
which he is elected and until his successor shall have been elected and
qualified or until his earlier resignation, removal from office or death.
Section 8. Vacancies. Any vacancy occurring in the Board of Directors, including
any vacancy created by reason of an increase in the number of directors, may be
filled by the affirmative vote of a majority of the remaining directors though
less than a quorum of the Board of Directors. A director elected to fill a
vacancy shall hold office only until the next election of directors by the
shareholders.
Section 9. Removal of Directors. At a meeting of shareholders called expressly
for that purpose, any director or the entire Board of Directors may be removed,
with or without cause, by a vote of the holders of a majority of the shares then
entitled to vote at an election of directors.
Section 10. Quorum and Voting. A majority of the number of directors fixed by
these bylaws shall constitute a quorum for the transaction of business. The act
of the majority of the directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors.
Section 11. Director Conflicts of Interest. No contract or other transaction
between this corporation and one (1) or more of its directors or any other
corporation, firm, association or entity in which one (1) or more of the
directors are directors or officers or are financially interested, shall be
either void or voidable because of such relationship or interest or because such
director or directors are present at the meeting of the Board of Directors or a
committee thereof which authorizes, approves or ratifies such contract or
transaction or because his or their votes are counted for such purpose, if:
(a) The fact of such relationship or interest is disclosed or known to the Board
of Directors or committee which authorizes, approves or ratifies the contract or
transaction by a vote or consent sufficient for the purpose without counting the
votes or consents of such interested directors; or
(b) The fact of such relationship or interest is disclosed or known to the
shareholders entitled to vote and they authorize, approve or ratify such
contract or transaction by vote or written consent; or
(c) The contract or transaction is fair and reasonable as to the corporation at
the time it is authorized by the board, a committee or shareholders.
Common or interested directors may be counted in determining the presence of a
quorum at a meeting of the Board of Directors or a committee thereof which
authorizes, approves or ratifies such contract or transaction.
Section 12. Executive and Other Committees. The Board of Directors, by
resolution adopted by a majority of the full Board of Directors, may designate
from among its members an executive committee and one (1) or more other
committees each of which, to the extent provided in such resolution shall have
and may exercise all the authority of the Board of Directors, except that no
committee shall have the authority to:
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(a) approve or recommend to shareholders actions or proposals required
by law to be approved by shareholders,
(b) designate candidates for the office of director, for purposes of proxy
solicitation or otherwise,
(c) fill vacancies on the Board of Directors or any committee thereof,
(d) amend the bylaws,
(e) authorize or approve the reacquisition of shares unless pursuant to a
general formula or method specified by the Board of Directors, or
(f) authorize or approve the issuance or sale of, or any contract to issue or
sell, shares or designate the terms of a series of a class of shares, except
that the Board of Directors, having acted regarding general authorization for
the issuance or sale of shares, or any contract therefor, and, in the case of a
series, the designation thereof, may, pursuant to a general formula or method
specified by the Board of Directors, by resolution or by adoption of a stock
option or other plan, authorize a committee to fix the terms of any contract for
the sale of the shares and to fix the terms upon which such shares may be issued
or sold, including, without limitation, the price, the rate or manner of payment
of dividends, provisions for redemption, sinking fund, conversion, voting or
preferential rights, and provisions for other features of a class of shares, or
a series of a class of shares, with full power in such committee to adopt any
final resolution setting forth all the terms thereof and to authorize the
statement of the terms of a series for filing with the Department of State.
The Board of Directors, by resolution adopted in accordance with this section,
may designate one (1) or more directors as alternate members of any such
committee, who may act in the place and stead of any member or members at any
meeting of such committee.
Section 13. Place of Meetings. Regular and special meetings by
the Board of Directors may be held within or without the State of New York.
Section 14. Time, Notice and Call of Meetings. Regular meetings by the Board of
Directors shall be held without notice. Written notice of the time and place of
special meetings of the Board of Directors shall be given to each director by
either personal delivery, telegram or cablegram at least two (2) days before the
meeting or by notice mailed to the director at least five (5) days before the
meeting.
Notice of a meeting of the Board of Directors need not be given to any director
who signs a waiver of notice either before or after the meeting. Attendance of a
director at a meeting shall constitute a waiver of notice of such meeting and
waiver of any and all objections to the place of the meeting, the time of the
meeting, or the manner in which it has been called or convened, except when a
director states, at the beginning of the meeting, any objection to the
transaction of business because the meeting is not lawfully called or convened.
Neither the business to be transacted at, nor the purpose of, any regular or
special meeting of the Board of Directors need be specified in the notice or
waiver of notice of such meeting.
A majority of the directors present, whether or not a quorum exists, may adjourn
any meeting of the Board of Directors to another time and place. Notice of any
such adjourned meeting shall be given to the directors who were not present at
the time of the adjournment and, unless the time and place of the adjourned
meeting are announced at the time of the adjournment, to the other directors.
Meetings of the Board of Directors may be called by the chairman of the board,
by the president of the corporation, or by any two (2) directors.
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Members of the Board of Directors may participate in a meeting of such
board by means of a conference telephone or similar communications
equipment by means of which all persons participating in the meeting can
hear each other at the same time. Participation by such means shall constitute
presence in person at a meeting.
Section 15. Action Without a Meeting. Any action required to be taken at a
meeting of the directors of a corporation, or any action which may be taken at a
meeting of the directors or a committee thereof, may be taken without a meeting
if a consent in writing, setting forth the action so to be taken, signed by all
of the directors, or all the members of the committee, as the case may be, is
filed in the minutes of the proceedings of the board or of the committee. Such
consent shall have the same effect as a unanimous vote.
ARTICLE III - OFFICERS
Section 1. Officers. The officers of this corporation shall consist of a
president, a secretary and a treasurer, each of whom shall be elected by the
Board of Directors. Such other officers and assistant officers and agents as may
be deemed necessary may be elected or appointed by the Board of Directors from
time to time. Any two (2) or more offices may be held by the same person. The
failure to elect a president, secretary or treasurer shall not affect the
existence of this corporation.
Section 2. Duties. The officers of this corporation shall have the
following duties:
The President shall be the chief executive officer of the corporation, shall
have general and active management of the business and affairs of the
corporation subject to the directions of the Board of Directors, and shall
preside at all meetings of the stockholders and Board of Directors.
The Secretary shall have custody of, and maintain, all of the corporate records
except the financial records; shall record the minutes of all meetings of the
stockholders and Board of Directors, send all notice of meetings out, and
perform such other duties as may be prescribed by the Board of Directors or the
President.
The Treasurer shall have custody of all corporate funds and financial records,
shall keep full and accurate accounts of receipts and disbursements and render
accounts thereof at the annual meetings of stockholders and whenever else
required by the Board of Directors or the President, and shall perform such
other duties as may be prescribed by the Board of Directors or the President.
Section 3. Removal of Officers. Any officer or agent elected or appointed by the
Board of Directors may be removed by the board whenever in its judgment the best
interest of the corporation will be served thereby.
Any officer or agent elected by the shareholders may be removed only by vote of
the shareholders, unless the shareholders shall have authorized the directors to
remove such officer or agent.
Any vacancy, however occurring, in any office may be filled by the Board of
Directors, unless the bylaws shall have expressly reserved such power to the
shareholders.
Removal of any officer shall be without prejudice to the contract rights, if
any, of the person so removed; however, election or appointment of an officer or
agent shall not of itself create contract rights.
ARTICLE IV - STOCK CERTIFICATES
Section 1. Issuance. Every holder of shares in this corporation shall be
entitled to have a certificate, representing all shares to which he is entitled.
No certificate shall be issued for any share until such share is fully paid.
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Section 2. Form. Certificates representing shares in this corporation shall be
signed by the President or Vice-President and the Secretary or an Assistant
Secretary and may be sealed with the seal of this corporation or a facsimile
thereof. The signatures of the President or Vice-President and the Secretary or
Assistant Secretary may be facsimiles if the certificate is manually signed on
behalf of a transfer agent or a registrar, other than the corporation itself or
an employee of the corporation. In case any officer who signed or whose
facsimile signature has been placed upon such certificate shall have ceased to
be such officer before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer at the date of its
issuance.
Every certificate representing shares which are restricted as to the sale,
disposition or other transfer of such shares shall state that such shares are
restricted as to transfer and shall set forth or fairly summarize upon the
certificate, or shall state that the corporation will furnish to any shareholder
upon request and without charge a full statement of, such restrictions.
Each certificate representing shares shall state upon the fact thereof: the name
of the corporation; that the corporation is organized under the laws of this
state; the name of the person or persons to whom issued; the number and class of
shares, and the designation of the series, if any, which such certificate
represents; and the par value of each share represented by such certificate, or
a statement that the shares are without par value.
Section 3. Transfer of Stock. The corporation shall register a stock certificate
presented to it for transfer if the certificate is properly endorsed by the
holder or record of by his duly authorized attorney, and the signature of such
person has been guaranteed by a commercial bank or trust company or by a member
of the New York or American Stock Exchange.
Section 4. Lost, Stolen, or Destroyed Certificates. The corporation shall issue
a new stock certificate in the place of any certificate previously issued if the
holder of record of the certificate (a) makes proof in affidavit form that it
has been lost, destroyed or wrongfully taken; (b) requests the issue of a new
certificate before the corporation has notice that the certificate has been
acquired by a purchaser for value in good faith and without notice of any
adverse claim; (c) gives bond in such form as the corporation may direct, to
indemnify the corporation, the transfer agent, and registrar against any claim
that may be made on account of the alleged loss, destruction, or theft of a
certificate; and (d) satisfies any other reasonable requirements imposed by the
corporation.
ARTICLE V - BOOKS AND RECORDS
Section 1. Books and Records. This corporation shall keep correct and complete
books and records of account and shall keep minutes of the proceedings of its
shareholders, board of directors and committees of directors.
This corporation shall keep at its registered office or principal place of
business, or at the office of its transfer agent or registrar, a records of its
shareholders, giving the names and addresses of all shareholders, and the
number, class and series, if any, of the shares held by each.
Any books, records and minutes may be in written form or in any other form
capable of being converted into written form within a reasonable time.
Section 2. Shareholders' Inspection Rights. Any person who shall have been a
holder of record of shares or of voting trust certificates therefor at least six
(6) months immediately preceding his demand or shall be the holder of record of,
or the holder of record of voting trust certificates for, at least five percent
(5%) of the outstanding shares of any class or series of the corporation, upon
written demand stating the purpose thereof, shall have the right to examine, in
person or by agent or attorney, at any reasonable time or times, for any proper
purpose its relevant books and records of accounts, minutes and records of
shareholders and to make extracts therefrom.
Section 3. Financial Information. Not later than four (4) months after the close
of each fiscal year, this corporation shall prepare a balance sheet showing in
reasonable detail the financial condition of the corporation as of the close of
its fiscal year, and a profit and loss statement showing the results of the
operations of the corporation during its fiscal year.
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Upon the written request of any shareholder or holder of voting trust
certificates for shares of the corporation, the corporation shall mail to such
shareholder or holder of voting trust certificates a copy of the most recent
such balance sheet and profit and loss statement.
The balance sheets and profit and loss statements shall be filed in the
registered office of the corporation in this state, shall be kept for at least
five (5) years, and shall be subject to inspection during business hours by any
shareholder or holder of voting trust certificates, in person or by agent.
ARTICLE VI - DIVIDENDS
The Board of Directors of this corporation may, from time to time, declare and
the corporation may pay dividends on its shares in cash, property or its own
shares, except when the corporation is insolvent or when the payment thereof
would render the corporation insolvent or when the declaration or payment
thereof would be contrary to any restrictions contained in the articles of
incorporation, subject to the following provisions:
(a) Dividends in cash or property may be declared and paid, except as otherwise
provided in this section, only out of the unreserved and unrestricted earned
surplus of the corporation or out of capital surplus, howsoever arising but each
dividend paid out of capital surplus, and the amount per share paid from such
surplus shall be disclosed to the shareholders receiving the same concurrently
with the distribution.
(b) Dividends may be declared and paid in the corporation's own treasury shares.
(c) Dividends may be declared and paid in the corporation's own authorized but
unissued shares out of any unreserved and unrestricted surplus of the
corporation upon the following conditions:
(1) If a dividend is payable in shares having a par value, such shares shall be
issued at not less than the par value thereof and there shall be transferred to
stated capital at the time such dividend is paid an amount of surplus equal to
the aggregate par value of the shares to be issued as a dividend.
(2) If a dividend is payable in shares without a par value, such shares shall be
issued at such stated value as shall be fixed by the Board of Directors by
resolution adopted at the time such dividend is declared, and there shall be
transferred to stated capital at the time such dividend is paid an amount of
surplus equal to the aggregate stated value so fixed in respect of such shares;
and the amount per share so transferred to stated capital shall be disclosed to
the shareholders receiving such dividend concurrently with the payment thereof.
(d) No dividend payable in shares of any class shall be paid to the holders of
shares of any other class unless the articles of incorporation so provide or
such payment is authorized by the affirmative vote or the written consent of the
holders of at least a majority of the outstanding shares of the class in which
the payment is to be made.
(e) A split-up or division of the issued shares of any class into a greater
number of shares of the same class without increasing the stated capital of the
corporation shall not be construed to be a share dividend within the meaning of
this section.
ARTICLE VII - CORPORATE SEAL
The Board of Directors shall provide a corporate seal which shall be circular in
form and shall have inscribed thereon the name of the corporation as it appears
on page 1 of these bylaws.
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ARTICLE VIII - AMENDMENTS
These bylaws may be repealed or amended, and new bylaws may be adopted, by the
Board of Directors.
End of bylaws adopted by the Board of Directors.
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REFERENCE 5.0
CONSENT OF HOGE, EVANS, HOLMES, CARTER & LEDBETTER, PLLC
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HOGE, EVANS, HOLMES, CARTER & LEDBETTER, PLLC
ATTORNEYS AND COUNSELORS
HAMPTON COURT
SUITE 600
4311 OAKLAWN
DALLAS, TEXAS 75219
----------------
Steven B. Holmes
Licensed In TELEPHONE (214) 765-6000
Texas and Oklahoma TELECOPIER (214) 765-6020
E-MAIL [email protected]
September 13, 1999
Board of Directors
Hojo Holdings, Inc.
21 Blackheath Road
Lido Beach, New York 11561
Re: Hojo Holdings, Inc.
Registration Statement on Form SB-2
Gentlemen:
We have been retained by Hojo Holdings, Inc. (the "Company") in connection
with the Registration Statement (the "Registration Statement") on Form SB-2, to
be filed by the Company with the Securities and Exchange Commission relating to
the offering of securities of the Company. You have requested that we render our
opinion as to whether or not the securities proposed to be issued on terms set
forth in the Registration Statement will be validly issued, fully paid, and
nonassessable.
In connection with the request, we have examined the following:
1. Articles of Incorporation of the Company;
2. Bylaws of the Company;
3. The Registration Statement; and
4. Unanimous consent resolutions of the Company's Board of Directors.
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HOGE, EVANS, HOLMES, CARTER & LEDB LEDBETTER, PLLC
Board of Directors
September 13, 1999
Page 2
We have examined such other corporate records and documents and have made
such other examinations as we have deemed relevant.
Based on the above examination, we are of the opinion that the securities
of the Company to be issued pursuant to the Registration Statement are validly
authorized and, when issued in accordance with the terms set forth in the
Registration Statement, will be validly issued, and fully paid, and
non-assessable under the corporate laws of the State of Delaware.
We consent to our name being used in the Registration Statement as having
rendered the foregoing opinion and as having represented the Company in
connection with the Registration Statement.
Sincerely,
HOGE, EVANS, HOLMES,
CARTER & LEDBETTER PLLC
Steven B. Holmes
SBH
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REFERENCE 10.1
EMPLOYMENT AGREEMENT FOR HOLLI BLECHNER
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EMPLOYMENT AGREEMENT
THIS AGREEMENT made as of this 30th day of August, 1999 (the "Agreement"), by
and between Hojo Holdings, Inc., a Delaware corporation ("Employer"), and Holli
Blechner ("Employee").
WITNESSETH:
WHEREAS, Employer desires to employ Employee and Employee desires to be
employed by Employer as President of Employer; and
WHEREAS, Employer recognizes the need of the knowledge, talents and assistance
of Employee and desires to enter into this Agreement to secure the foregoing.
NOW, THEREFORE, in consideration of the promises herein contained, the parties
covenant and agree as follows:
1. EMPLOYMENT. Employer agrees to employ Employee and Employee agrees to be
employed by Employer and to perform work as determined by Employer, as President
of Employer, on the terms and conditions set forth in this Agreement. This
Agreement shall be effective as of the date mutually agreed to in writing by
both parties (the "Effective Date") but in no event shall it be more than two
weeks following the date on which the Employer receives more than $200,000 of
gross investment capital.
2. COMPENSATION. Employer agrees to employ Employee at the base rate of
compensation of twenty-four thousand and No/Dollars ($24,000.00) per year.
Compensation is to be paid twice per month. Compensation is to be reviewed by
the Compensation Committee on an annual basis.
In addition to the base compensation, Employer agrees to pay or provide Employee
with the following:
A. Expenses. Reimbursement for reasonable expenses actually incurred by
Employee in the furtherance of Employer's business, including, but not
limited to, telephone calls (including business related calls on
Employee's cellular phone and business related long distance calls),
entertainment, attendance at conferences, conventions and institutes,
provided proper itemization of said expenses is furnished to Employer by
Employee. All such expenditures shall be subject to the reasonable control
of Employer.
B. Medical and Disability Benefits. Employee and his spouse shall be entitled
to participate in Employer's medical program, Employer-paid disability and
other benefit programs as other executives of Employer are entitled to
participate in, as is in place from time to time. If Employee desires to
include any family members other than his spouse in the medical plan,
Employee shall be responsible for all additional costs.
C. Additional Benefits. Employee shall be entitled to participate in and
receive such additional benefits as Employer shall from time to time make
available to its executive employees including, without limitation, profit
sharing, stock purchase, stock option and other incentive plans.
D. Bonus. Employee shall be entitled to receive cash or stock option bonuses.
The amount of bonus shall be determined by the Compensation Committee.
3. DUTIES. Employee agrees to perform work as determined by the Board of
Directors, subject to the direction of Employer and agrees to subject himself at
all times during the Term (as hereinafter defined) to the direction and control
of Employer in respect to the work to be performed. Employee shall devote his
full business time and attention to the furtherance of Employer's best
interests. In that regard, and as further consideration for this Agreement,
Employee agrees to comply with, and abide by, such rules and directives of
Employer as may be reasonably established from time to time, and recognizes the
right of Employer, in its reasonable discretion, to change, modify or adopt new
policies and practices affecting the employment relationship, not inconsistent
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with this Agreement, as deemed appropriate by Employer. During the term of
Employee's employment, Employee will not undertake any new business ventures,
partnerships, consulting arrangements or other enterprise or business other than
those on behalf of Employer, without Employer's prior written consent.
4. WORKING FACILITIES. Employee shall be furnished with office space,
secretarial services, and such other facilities and services suitable to
Employee's position and adequate for the performance of Employee's duties.
5. AGENCY. Employee shall have no authority to enter into any contracts binding
upon Employer, except as authorized in writing, in advance, by Employer.
6. TERM OF EMPLOYMENT; SEVERANCE.
A. Employee's employment hereunder shall commence as of the Effective Date
hereof and continue for a period of two (2) years thereafter (the "Term").
B. Anything herein to the contrary notwithstanding, Employee's employment
hereunder may be terminated at any time and for any reason by either party
upon not less than one hundred twenty (120) days' prior written notice to
the other party. It is understood and acknowledged that Employer shall
have the right to effectuate such termination at will, with or without
Reasonable Cause (as hereinafter defined). Any such termination shall be
effective as of the end of such one hundred twenty (120) day period (the
"Final Date").
C. If Employee's employment hereunder shall be terminated by Employer
without Reasonable Cause pursuant to paragraph 6.B. or because of
Employee's disability, as determined by Employer in good faith, then
Employee shall be entitled to (i) severance compensation equal to
Employee's then-current base salary and benefits (which for purposes
hereof shall include all compensation payable hereunder, of any type) for
a period equal to the Severance Period (as defined below). Such severance
compensation payments consisting of cash shall be paid in a lump sum plus
any outstanding benefits and allocated bonuses on or before the Final
Date. The severance compensation are intended to be in lieu of all other
payments to which Employee might otherwise be entitled in respect of
termination of Employee's employment without Reasonable Cause or in
respect of any action by Employer constituting Good Reason for voluntary
termination.
D. If Employee's employment hereunder shall be terminated for Reasonable
Cause pursuant to paragraph 6.C., or if Employee voluntarily terminates
Employee's employment without Good Reason, Employee shall be entitled to
receive Employee's base salary as accrued through the effective date of
such termination, but shall not be entitled to any Severance Benefits or
other amounts in respect of such termination.
E. "Reasonable Cause," as used herein, shall mean Employee's involvement
in any action or inaction involving fraud resulting in a personal benefit
in excess of any payments to which Employee is entitled hereunder,
dishonesty, or material violation of Corporation policy and procedures.
Employee shall vacate the offices of Employer on such effective date.
F. "Good Reason," as used herein, means the occurrence of any of the
following events without Employee's consent:
i. a material diminution in Employee's duties and
responsibilities;
ii. a reduction in Employee's base salary;
iii. a forced relocation; or
iv. a Change of Control (as defined below)if Successor Employer
(as defined in paragraph H below) fails to assume this
Agreement in its entirety.
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G. "Severance Period," as used herein, means the lesser of (i) twelve
months (12) months or (ii) the remaining time of the Term.
H. "Change of Control" means a sale outside the ordinary course of
business of more than fifty percent (50%) of the assets of or equity
interests in Employer to any person or entity.
7. COMPLIANCE WITH LAWS. Employee will comply with all federal and state laws,
rules and regulations relating to any of Employee's responsibilities and duties
with Employer and will not violate any such laws, rules and regulations.
8. COVENANT NOT TO COMPETE. Employee agrees to conform to the following
concerning non-competition.
A. Employer undertakes to train Employee and to give Employee confidential
information and knowledge about Employer's business policies, accounts
procedures and methods. For the purposes of this Agreement, the term
"confidential information" shall include but is not limited to any list of
suppliers, customers, investors, stockholders, including their names,
addresses, phone numbers, amount of investments and similar information.
In addition, any operational information of Employer, including but not
limited to information on Employer's methods of conducting business,
profits and/or losses of Employer, marketing material and any information
that would reasonably be considered proprietary or confidential in nature.
Employer has established a valuable and extensive trade in its products
and services, which business has been developed at a considerable expense
to Employer. The nature of the business is such that the relationship of
its customers with Employer must be maintained through the close personal
contact of its employees.
B. Employee desires to enter into or continue in the employ of Employer
and by virtue of such employment by Employer, Employee will become
familiar with the manner, methods, secrets and confidential information
pertaining to such business. During the Term, Employee will continue to
receive additional confidential information of the same kind. Through
representatives of Employer, Employee will become personally acquainted
with the business of Employer and its methods of operation.
C. In consideration of the employment or continued employment of Employee
as herein provided, the training of Employee by Employer, and the
disclosure by Employer to employee of the knowledge and confidential
information described above, Employer requests and Employee makes the
covenants hereinafter set forth. Employee understands and acknowledges
that such covenants are required for the fair and reasonable protection of
the business of Employer carried on in the area to which the covenants are
applicable and that without the limited restrictions on Employee's
activities imposed by the covenants, the business of Employer would suffer
irreparable and immeasurable damage. The covenants on the part of Employee
shall be construed as an agreement independent of any other provision of
this Agreement, and existence of any claim or course of action whether
predicated on this Agreement or otherwise, shall not constitute a defense
to the enforcement by Employer of the covenants.
D. Employee agrees that during the term of Employee's employment and for
the period of twelve (12) months immediately following the termination of
employment (which said time period shall be increased by any time during
which Employee is in violation of this Agreement) Employee will not,
within the territory hereinafter defined, directly or indirectly, for
Employee, or on behalf of others, as an individual on Employee's own
account, or as an employee, agent, or representative for any other person,
partnership, firm or corporation:
i. Compete with the business of Employer by engaging or
participating in or furnishing aid or assistance in competition with
the business of Employer.
ii. Engage, in any capacity, directly or indirectly, in or be
employed by any business similar to the kind or nature of business
conducted by Employer during the employment.
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iii. For the purposes of this paragraph 8, the business of Employer
shall be limited to the (1) Internet based music magazine business,
(2) CD player software business, (3) and (3) any business that the
Employer enters into during the Term.
E. The territory referred to in this paragraph 8 shall be the entire
World.
F. Each restrictive covenant is separate and distinct from any other
covenant set forth in this paragraph. In the event of the invalidity of
any covenant, the remaining obligation shall be deemed independent and
divisible. The parties agree that the territory set forth is reasonable
and necessary for the protection of Employer. In the event any term or
condition is deemed to be too broad or unenforceable, said provision shall
be deemed reduced in scope to the extent necessary to make said provision
enforceable and binding.
G. The provisions of this paragraph 8 shall not apply if Employee's
employment is terminated by Employer without Reasonable Cause or by
Employee for Good Reason.
9. INDUCING EMPLOYEE OF EMPLOYER TO LEAVE. Any attempt on the part of Employee
to induce others to leave Employer's employ or any efforts by Employee to
interfere with Employer's relationship with other employees would be harmful and
damaging to Employer. Employee expressly agrees that during the term of
Employee's employment and for a period of twelve (12) months thereafter
(provided said time period shall be increased by any time during which Employee
is in violation of this Agreement), Employee will not in any way directly or
indirectly:
A. Induce or attempt to induce an employee to sever his or her
employment with Employer;
B. Interfere with or disrupt Employer's relationship with other
employees; and
C. Solicit, entice, take away or employ any person employed with Employer,
excluding people Employee brings to Employer.
10. CONFIDENTIAL INFORMATION. It is understood between the parties hereto that
during the term of employment, Employee will be dealing with confidential
information, as defined above, which is Employer's property, used in the course
of its business. Employee will not disclose to anyone, directly or indirectly,
any of such confidential information or use such information other than in the
course of Employee's employment. All documents that Employee prepares, or
confidential information that might be given to Employee in the course of
employment, are the exclusive property of Employer and shall remain in
Employer's possession on the premises. Under no circumstances shall any such
information or documents be removed without Employer's written consent first
being obtained.
11. RETURN OF EMPLOYER'S PROPERTY. On termination of employment, regardless of
how termination is effected, or whenever requested by Employer, Employee shall
immediately return to Employer all of Employer's property used by Employee
rendering services hereunder or otherwise that is in Employee's possession or
under Employee's control.
12. VACATION. Employee shall be entitled to a vacation period of four (4) weeks
per calendar year. The vacation shall be taken by Employee at such time during
the year and for such period as reasonable. All vacations should be taken in the
year earned. No vacations may be accrued without written permission of the Board
of Directors.
13. REFERENCES. Employer agrees that, upon termination of this Agreement, it
will, upon written request of Employee, furnish references to third parties,
including prospective employers, regarding Employee. However, Employee
acknowledges that it is Employer's policy to confirm employment only and not to
release any additional information without a written release from Employee.
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14. NOTICES. All notices, requests, consents, and other communications under
this Agreement shall be in writing and shall be deemed to have been delivered on
the date personally delivered or the date mailed, postage prepaid by certified
mail, return receipt requested, or faxed and confirmed, if addressed to the
respective parties as follows:
If to Employer: Hojo Holdings, Inc.
21 Blackheath Road
Lido Beach, New York 11561
Attention: Board of Directors
If to Employee: Holli Blechner
21 Blackheath Road
Lido Beach, New York 11561
Either party may change its address for the purpose of receiving notices,
demands, and other communications by giving written notice to the other party of
the change.
15. VOLUNTARY AGREEMENT. Employee represents that he has not been pressured,
misled or induced to enter this Agreement based upon any representation by
Employer not contained herein.
16. PROVISIONS TO SURVIVE. The parties hereto acknowledge that many of the terms
and conditions of this Agreement are intended to survive the employment
relationship. Therefore, any terms and conditions that are intended by the
nature of the promises or representations to survive the termination of
employment shall survive the term of employment regardless of whether such
provision is expressly stated as so surviving.
17. MERGER. This Agreement represents the entire Agreement between the parties
and shall not be subject to modification or amendment by any oral
representation, or any written statement by either party, except for a dated
written amendment to this Agreement signed by Employee and an authorized officer
of Employer.
18. VENUE AND APPLICABLE LAW. This Agreement shall be enforced and construed in
accordance with the laws of the State of Delaware, and venue for any action or
arbitration under this Agreement shall be Kent County, Delaware.
19. SUBSIDIARIES AND AFFILIATED ENTITIES. Employee acknowledges and agrees that
Employer has or may have various subsidiaries and affiliated entities. In
rendering services to Employer, Employee will have considerable contact with
such subsidiaries and affiliates. Therefore, Employee agrees that all provisions
of paragraphs 7, 8, 9 and 10 shall apply to all such subsidiaries and
affiliates.
20. PERSONNEL INFORMATION. Employee shall not divulge or discuss personnel
information such as salaries, bonuses, commissions and benefits relating to
Employee or other employees of Employer or any of its subsidiaries with any
other person except the Executive Committee and the Board of Directors of
Employer.
21. ASSIGNMENT. This Agreement shall not be assignable by either party without
the written consent of the other party; provided, however, that this Agreement
shall be assignable to any corporation or entity which purchases the assets of
or succeeds to the business of Employer (a "Successor Employer"). Subject to the
foregoing, this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, personal representatives, successors
and assigns.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
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Employer
Hojo Holdings, Inc.
/s/ Holli Blechner
Holli Blechner
Title: President and CEO
Employee
/s/ Holli Blechner
Holli Blechner
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REFERENCE 23
CONSENT OF BEARD, NERTNEY, KINGERY, CROUSE & HOHL, P.A.
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80
[Letterhead of Beard Nertney Kingery Crouse & Hohl P.A.]
September 14, 1999
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the use in the prospectus constituting part of this
Registration Statement on Form SB-2 (No. __________) of our report dated
September 9, 1999, with respect to the financial statements of Hojo Holdings,
Inc., as of and for the period January 5, 1999 (date of incorporation) to August
31, 1999, filed with the Securities and Exchange Commission.
/s/ BEARD, NERTNEY, KINGERY, CROUSE & HOHL, P.A.
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