AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 18, 2000
REGISTRATION NO. 333-____________
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________________
NATIONAL REHAB PROPERTIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
NEVADA 65-0439467
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
2921 NW Sixth Avenue
Miami, Florida 33127
(Address of Principal Executive Offices, Including Zip Code)
Consulting Agreement
(Full Title of the Plan)
____________________
Richard Astrom
2921 NW Sixth Avenue
Miami, Florida 33127
(305) 573-8882
(Name, Address, and Telephone Number of Agent for Service)
COPIES TO:
Gordon Dihle, Esq.
Dihle & Co., P.C.
2922 Evergreen Parkway, Suite 320
Evergreen, Colorado 80439
(303) 679-6018
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price per Share Aggregate Offering Price Registration Fee
Common Stock,
par value $0.001 500,000 $ 0.26 (1) $130,000 $34.32
</TABLE>
(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(c) based on the closing market price on
February 15, 2000.
<PAGE>
EXPLANATORY NOTE
National Rehab Properties, Inc. ("NRPI") has prepared this Registration
Statement in accordance with the requirements of Form S-8 under the Securities
Act of 1933, as amended (the "1933 Act"), to register certain shares of common
stock, $.001 par value per share, issued to certain selling shareholders.
Under cover of this Form S-8 is a Reoffer Prospectus NRPI prepared in accordance
with Part I of Form S-3 under the 1933 Act. The Reoffer Prospectus may be
utilized for reofferings and resales of up to 500,000 shares of common stock
acquired by the selling shareholders.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
NRPI will send or give the documents containing the information specified in
Part 1 of Form S-8 to employees or consultants as specified by Securities and
Exchange Commission Rule 428 (b) (1) under the Securities Act of 1933, as
amended (the "1933 Act"). NRPI does not need to file these documents with the
commission either as part of this Registration Statement or as prospectuses or
prospectus supplements under Rule 424 of the 1933 Act.
<PAGE>
REOFFER PROSPECTUS
NATIONAL REHAB PROPERTIES, INC.
2921 NW SIXTH AVENUE
MIAMI, FLORIDA 33127
(305) 573-8882
500,000 SHARES OF COMMON STOCK
The shares of common stock, $0.001 par value per share, of National Rehab
Properties, Inc. ("NRPI"or the "Company") offered hereby (the "Shares") will be
sold from time to time by the individuals listed under the Selling Shareholders
section of this document (the "Selling Shareholders"). The Selling Shareholders
acquired the Shares pursuant to a Consulting Agreement for consulting services
that the Selling Shareholders provided to NRPI.
The sales may occur in transactions on the NASDAQ over-the-counter market at
prevailing market prices or in negotiated transactions. NRPI will not receive
proceeds from any of the sale the Shares. NRPI is paying for the expenses
incurred in registering the Shares.
The Shares are "restricted securities" under the Securities Act of 1933 (the
"1933 Act") before their sale under the Reoffer Prospectus. The Reoffer
Prospectus has been prepared for the purpose of registering the Shares under the
1933 Act to allow for future sales by the Selling Shareholders to the public
without restriction. To the knowledge of the Company, the Selling Shareholders
have no arrangement with any brokerage firm for the sale of the Shares. The
Selling Shareholders may be deemed to be an "underwriter" within the meaning of
the 1933 Act. Any commissions received by a broker or dealer in connection with
resales of the Shares may be deemed to be underwriting commissions or discounts
under the 1933 Act.
NRPI's common stock is currently traded on the NASDAQ Over-the-Counter Bulletin
Board under the symbol "NRPI."
________________________
This investment involves a high degree of risk. Please see "Risk Factors"
beginning on page 11.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS REOFFER PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
________________________
February 17, 2000
<PAGE>
TABLE OF CONTENTS
Where You Can Find More Information . . . . . . . . . . . 2
Incorporated Documents . . . . . . . . . . . . . . . . . . . 2
The Company . . . . . . . . . . . . . . . . . . . . . . . . . 3
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . 11
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . 13
Selling Shareholders . . . . . . . . . . . . . . . . . . . . 14
Plan of Distribution . . . . . . . . . . . . . . . . . . . . 14
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . 15
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
________________________
You should only rely on the information incorporated by reference or provided in
this Reoffer Prospectus or any supplement. We have not authorized anyone else
to provide you with different information. The common stock is not being
offered in any state where the offer is not permitted. You should not assume
that the information in this Reoffer Prospectus or any supplement is accurate as
of any date other than the date on the front of this Reoffer Prospectus.
WHERE YOU CAN FIND MORE INFORMATION
NRPI is required to file annual, quarterly and special reports, proxy statements
and other information with the Securities and Exchange Commission (the "SEC") as
required by the Securities Exchange Act of 1934, as amended (the "1934 Act").
You may read and copy any reports, statements or other information we file at
the SEC's Public Reference Rooms at:
450 Fifth Street, N.W., Washington, D.C. 20549;
Seven World Trade Center, 13th Floor, New York, N.Y. 10048
Please call the SEC at 1-800-SEC-0330 for further information on the Public
Reference Rooms. Our filings are also available to the public from commercial
document retrieval services and the SEC website (http://www.sec.gov).
INCORPORATED DOCUMENTS
The SEC allows NRPI to "incorporate by reference" information into this Reoffer
Prospectus, which means that the Company can disclose important information to
you by referring you to another document filed separately with the SEC. The
information incorporated by reference is deemed to be part of this Reoffer
Prospectus, except for any information superseded by information in this Reoffer
Prospectus.
NRPI's Report on Form 8-K, dated February 10, 2000 is incorporated herein by
reference. NRPI also incorporates herein by reference the Form 10-SB filed by
MAS Acquisition XV Corp., the Company's predecessor, filed on October 27, 1999.
In addition, all documents filed or subsequently filed by the Company under
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, before the termination of
this offering, are incorporated by reference.
<PAGE>
The Company will provide without charge to each person to whom a copy of this
Reoffer Prospectus is delivered, upon oral or written request, a copy of any or
all documents incorporated by reference into this Reoffer Prospectus (excluding
exhibits unless the exhibits are specifically incorporated by reference into the
information the Reoffer Prospectus incorporates). Requests should be directed to
the Chief Financial Offer at NRPI at NRPI's executive offices, located at 2921
NW Sixth Avenue, Miami, Florida 33127. NRPI's telephone number is (305)
573-8882.
THE COMPANY
BUSINESS
This Reoffer Prospectus contains certain forward-looking statements within the
meaning of the federal securities laws. Actual results could differ materially
from those projected in the forward-looking statements due to a number of
factors, including those set forth under "Risk Factors" and elsewhere in this
Reoffer Prospectus.
SUMMARY
NRPI was formed on October 1, 1993. On August 17, 1995, we became a public
company as a result of a merger with an already existing public company.
We specialize in investing in and revitalizing homes in established older
residential neighborhoods in urban areas. Many of these homes have been
abandoned by the middle-class who typically move outward from the inner cities
into the newer suburban developments. We either buy vacant property and build
single family homes or we buy abandoned homes and complete all renovations. Our
purpose is to sell the homes for a profit. Renovated or rebuilt starter homes
were valued at approximately $30,000 in 1981, $45,000 in 1987, $60,000 in 1994,
$70,000 in 1997, and $85,000 in 1999. The years ahead should find properties in
this affordable housing market at the $90,000 range or higher.
Our target market has been fruitful over the past 30 years, regardless of
national inflation or economic stagnation. We believe the real estate market
will continue to provide a reasonable opportunity for our company's future
investments. Based upon the great number of foreclosures and abandoned
properties each year, we have a bountiful supply of lots and dilapidated homes,
which meet our business model criteria.
NRPI has a successful record of identifying and purchasing distressed or
foreclosed properties, completing renovations on those properties rapidly and
inexpensively, and marketing the properties to qualified first-time buyers who
can buy the properties with little or no down payment. We typically sell a
property for $90,000 and produce a profit of $15,000 per sale. The complete
buy-repair or build-resell process for each property takes approximately six
months. The intended result is an annual pre-tax return of approximately $30,000
on a $60,000 investment.
<PAGE>
The United States Department of Housing and Urban Development (HUD) and the
Federal Housing Administration (FHA) support the cities and their residential
neighborhoods with programs designed to work with developers to create low down
payment housing. Being favorable to lower income citizens, these programs are
non-subsidized by the government and carry their own weight in Washington's
bureaucratic environment where charity is often scorned. As a rule, the federal
government favors private ownership over public housing and tenant/renter
situations. The HUD and FHA programs are specifically aimed at the low-income
neighborhoods of America in an attempt to maintain the nation's existing housing
stock which has depreciated and declined due to foreclosure, abandonment and old
age. The Community Reinvestment Act (CRA) requires banks all over the nation to
invest in these neighborhoods. It is up to the private and public sectors to
engage these encouraging and sound programs and make them successful. NRPI takes
advantage of that challenge by revitalizing abandoned urban neighborhoods, and
in so doing, helps hundreds of working-class families realize the American dream
of home ownership.
NRPI's business is real estate and in order to buy real estate for our business
of rehabilitating houses or building houses, construction financing is
necessary. Through the years we have constantly had difficulty in borrowing
money from banks due to lack of cash in the corporate bank account. This is
evidenced by the income for the years 1994 through 1997-- Federal Income Tax
reports were as follows: $61,965 - 1994; $73,886 - 1995; $76,684 - 1996; $20,369
- - 1997; ($344,064) - 1998). In May of 1997, we entered into a line of credit for
$1,500,000 with an investment banking company. The interest rate was between 15%
and 18% per year with an equal amount in placement fees. Additionally, we had to
give the lender 4,000,000 shares of restricted stock. Our board entered into
this agreement due to lack of credit for the rehabilitation of houses. In 1997,
we opened an office in New Orleans, Louisiana because that city has 39,000
declared houses in need of repair. In 1997 and 1998, we completed 25 houses in
New Orleans and, between the points and interest, we lost approximately
$240,000. In 1998, we left New Orleans as it was determined that the excessive
rate of interest being charged for the money borrowed NRPI could not be
profitable. As of December 31, 1998, the inventory of company-owned houses in
New Orleans, houses with the excessively high interest rates, was zero. In
December 1998, we filed a lawsuit against the lender and its president for civil
usury in Dade County Circuit Court. In that lawsuit we are asking for return of
principal, damages and return of the stock issued to the defendants, et al. That
stock (400,000 shares post split) is currently partially held in escrow with the
courts and partially still in restricted form pending the result of the
litigation.
In January, 1999, we completed a reverse split of our stock on a 1 for 10 basis
and raised $557,500 from the sale and/or conversion into common stock of senior
subordinated debentures. In addition, we raised $211,500 from the sale of
restricted stock during the 1999 fiscal year. The reverse split was done in
order to reduce the number of shares outstanding so that it would be possible to
attract investment capital from the sale of our common stock.
Present Operations
Our offices are located at 2921 NW 6th Avenue, Miami, Florida 33127 and our
telephone number is (305) 573-8882.
Our business is currently based in Miami where we intend to build 100 houses
annually. As a public Company, National Rehab Properties, Inc. is traded
over-the-counter as a bulletin board stock under the symbol NRPI.
<PAGE>
In 1999, we purchased 17 building sites in Miami for cash, filed for building
permits and are proceeding forward with construction. A profit of $300,000 is
projected from the completion of these sales. Those houses will be encumbered by
mortgages from a Miami lending institution. The decision to build houses in
Miami was the result of a market study showing a large demand for first time
buyer homes and the large number of vacant lots in the mature residential
neighborhoods NRPI is accustomed to dealing in. Due to our cash position, we
expect to acquire construction financing for the Miami project. The Miami
project of 100 houses is contingent upon construction financing.
NRPI has made a deposit on a 20 acre tract of land with a purchase price of
$280,000 in Vero Beach, Florida. We anticipate improving the land with road and
utilities and platting the land for 100 single family home sites. We believe we
can obtain a land and acquisition loan from a local lending institution for the
cost of construction of improvements to the land. We further anticipate building
the houses with construction financing and reselling the houses in the local
economy. We have funds available to purchase the land without the need to obtain
additional financing. The project, known as "Eagle Trace," is estimated to
create a profit of $3,500,000. This project is contingent upon construction
financing for the land improvements and home construction.
NRPI has signed a letter of intent to purchase an aluminum manufacturing plant
that produces aluminum and glass railings, storm shutters and aluminum windows
for sale in South Florida. In 1998, the aluminum company had $4,600,000 in sales
revenues, however it was not profitable due to lack of cash to finance the sale
of its products awaiting construction draws. NRPI Properties, Inc. may acquire
80% of the company. If this entity is acquired, all financials will be
consolidated with our company. We anticipate acquiring financing for the
aluminum company's receivables through a factoring company. The receivable
financing will be the only debt of the aluminum company. We have the funds for
initial acquisition, however, the receivable financing funds are not yet in
place and therefore the potential profitability of the acquisition target is not
secure. We feel that the supply of users for the target's products is immense
because the acquisition target is one of three companies that are licensed to
build products passing the newest hurricane protection laws. There can be no
assurance that the contemplated acquisition will occur and, if consummated, that
it will provide profitable operations for our business.
Management's Discussion of Operations
The following is a discussion of the financial condition and results of
operations of our operations for the 12 month period commencing October 1, 1997
until the close of the fiscal year September 30, 1998. The financial condition
information does not include the accounts of NRPI after the close of the fiscal
year ending September 30, 1998, however, the period of 1994 through 1999 is
discussed. We are current in our federal and state tax filings.
We specialize in renovating or rebuilding starter homes. Renovated or rebuilt
starter homes were valued at approximately $30,000 in 1981, $45,000 in 1987,
$60,000 in 1994, $70,000 in 1997, and $85,000 in 1999. The years ahead should
find properties in this affordable housing market at the $90,000 range or
higher. Over the past 30 years, the market we have targeted continues to be
fruitful regardless of national inflation or economic stagnation. We believe the
real estate market will continue to be ripe for our future investments.
Thousands of homes suffer foreclosure and abandonment every year, creating an
abundant supply of lots and dilapidated homes, which fit our investment
criteria.
<PAGE>
We have a successful record of identifying and purchasing distressed or
foreclosed properties, completing renovations on those properties rapidly and
inexpensively, and marketing the properties to qualified first-time buyers who
can buy the properties with little or no down payment. We typically sell a
property for $90,000 and produce a profit of $15,000 per sale. The complete
buy-repair or build-resell process for each property takes approximately six
months. The intended result is an annual pre-tax return of approximately $30,000
on a $60,000 investment.
Operational History
Our business involves the real estate industry and in order to buy real estate
for our business of rehabilitating houses or building houses, construction
financing is necessary. Through the years, we have constantly had difficulty in
borrowing money from banks due to lack of cash in the corporate bank account.
This is evidenced by the income of the years 1994 through 1997 as follows:
Federal Income Tax report for the years 1994 though 1997:
$61,965 - 1994;
$73,886 - 1995;
$76,684 - 1996;
$20,369 - 1997;
($344,064) - 1998.
In May of 1997 we obtained a line of credit for $1,500,000 with an investment
banking company. The interest rate was between 15% and 18% per year with an
equal amount in placement fees. Additionally, we had to give the lender
4,000,000 shares of restricted stock. We entered into this agreement due to lack
of credit for the rehabilitation of houses. In 1997 we opened an office in New
Orleans, Louisiana because that city has 39,000 declared houses in need of
repair. In 1997 and 1998, we completed 25 houses in New Orleans and between the
points and interest we lost approximately $240,000. In 1998, we left New Orleans
as it was determined that, with the excessive rate of interest being charged for
the money borrowed, we could not be profitable. As of December 31, 1998, we had
no more houses in inventory the inventory. In December 1998 we filed a lawsuit
in Dade County Circuit Court against the lender and its president for civil
usury. In that lawsuit we asked for return of principal, damages and return of
the stock issued to the defendants. That stock (400,000 shares post split) is
currently partially held in escrow with the courts and partially still in
restricted form pending the result of the litigation.
In 1997 we wrote off a receivable of $105,000 due to the bankruptcy of the
debtor, an original incorporator of NRPI.
In January, 1999 we completed a reverse split of our common stock on a 1 for 10
basis and proceeded to raise $557,500 from the sale and/or conversion into
common stock of senior subordinated debentures. In addition, the Company raised
$211,500 from the sale of our restricted stock during the 1999 fiscal year. The
reverse split was done in order to reduce the number of shares outstanding so
that it would be possible to attract investment capital through the sale of
common stock.
Overhead
The monthly costs of our corporate offices are estimated to be approximately
$20,000 per month. The monthly expense of $20,000 includes payroll, payroll
taxes, dues and subscriptions, utilities for the corporate offices, health
insurance for the employees, general liability insurance, office supplies,
postage and freight, professional fees for accounting, legal and other
consultants, corporate office rent, repairs and maintenance primarily for office
equipment, telephone expenses and travel and entertainment.
<PAGE>
Liquidity and Capital Resources
Prior to our inception as a publicly owned company, we relied primarily upon
loans originated by NRPI's founder, Richard S. Astrom. These loans helped to
finance working capital needs when operations did not provide enough cash flow.
Additionally, we have relied upon bank financing to acquire properties and pay
operational costs. The bank financing has required the personal guarantee of Mr.
Astrom. In the future, we need to acquire additional financing for the company
with the proceeds of mortgage funding or public or private offerings of stock.
However, we currently have sufficient funds to continue operations and new
acquisitions will also supply additional funds to continue operations.
Therefore, any future funding will result from business expansion and/or
improvements to our financial lending structure. Thus, we do not have a schedule
of future funds to be acquired and quantified because it is difficult to
estimate when, or if, business expansion will occur or when, or if, financial
lucrative opportunities will present themselves. If funds are required in the
future they may be generated from stock sales or from the mortgaging of real
estate. The can be no assurance that any such funds will be available on
favorable terms and conditions when the capital is required.
At the end September 30, 1998, we had $13,754 in the bank and in the quarter
ending December 1998 we showed a profit of $212,792. In the first months of
1999, we raised approximately $557,500 from the sale of our securities. We will
use these monies as well as cash from stock sales for business operations.
Should that cash flow prove insufficient, we expect to take defensive measures,
including slowing construction, acquiring additional mortgage financing and/or
selling additional stock.
Company Background
NRPI was incorporated in Florida in 1993 and completed a reverse merger with a
Nevada corporation in 1994. We believe that the Company has over 1200
stockholders. Our common stock is currently publicly traded on the OTC Bulletin
Board. We finance our real estate projects with first mortgages from banks at
bank rates. With our managerial and financial resources fully developed, we will
strive to be a leader in business and to set an example of how a profitable,
public company can use its assets and resources in conjunction with governmental
agencies to develop and improve local communities.
The real estate market of South Florida is ripe for this type of development.
Thousands of homes and lots go through foreclosure and abandonment yearly and
become available at attractive prices and fit our criteria. These properties can
become the inventory for us to buy and resell, and create profits. We do not
feed off financial failure and economic stagnation but, to the contrary,
encourage economic growth not only by investing in older neighborhoods but by
providing jobs to local contractors.
There is an adequate supply of lots and dilapidated homes available to supply us
with product for resale. The cities are mandated by public policy to maintain
the neighborhoods in a safe, lawful and orderly manner, which includes that
vacant houses be boarded at all times. Owners of vacant houses are notified if
their houses are not lawfully kept, after a short period of time the house is
demolished at the owner's expense and the lot left clear. We look to invest in
these homes either before or after demolition at the appropriate price.
<PAGE>
In order for us to buy real estate for our business of rehabilitating houses or
building houses, construction financing is necessary. Through the years we have
constantly had difficulty in borrowing money from banks due to lack of cash in
the corporate bank account. This is evidenced by the income of the years 1994
through 1997. We have, however, improved our capital position through the sale
of our securities and the establishment of new bank financing relationships.
This enables us to increase our potential profitability by increasing the number
of properties we are developing.
In January, 1999, we completed a reverse split of our common stock on a 1 for 10
basis and proceeded to raise approximately $557,500 from the issuance of common
stock issued as a result of conversion of senior subordinated convertible
debentures pursuant to an exemption provided for under Rule 504 of Regulation D.
The reverse split was done in order to reduce the number of shares outstanding
so that it would be possible to attract additional investment capital.
The Market Environment
The following provides a description of the market environment in which we
currently operate.
The real estate values of "starter homes" in the United States has kept pace
with inflation for the past 30 years, while values of other areas of the real
estate market have gone through depression-like periods. These starter homes are
found in older established residential neighborhoods. In particular, the
increase of the interest rates to 20% in 1981 and the tax law change of 1986
severely lowered the value of real estate. However, the market that we have
targeted did not feel the same strains produced by the economy. These renovated
"starter homes" were $30,000 in 1981; $45,000 in 1987; $60,000 in 1994; $70,000
in 1997, and $85,000 in 1999.
The homes sold in these neighborhoods are sold with low down payments. The
buyers are usually minorities and/or immigrants and first time homebuyers, not
often educated in the language of home ownership. Since the 1960's, the big
cities of the United States have been abandoned by the middle-class in favor of
the suburbs, leaving the older and smaller dwellings to first-time home buyers.
Economists refer to this market as the "affordable housing" market.
In the past, buyers have filled low cost homes in the Miami market as soon as
they became available. In the 1950's, the market was veterans returning from
World War II and the Korean War. In the 1960's, the influx of Hispanic
immigrants into Miami filled the void left by those people desiring to live in
the suburbs. Throughout the 1970's and 1980's, Haitians, Jamaicans, Cubans,
Nicaraguans, Panamanians, Hondurans, Venezuelans, Mexicans, and Colombians have
made Miami their home. The immigration into this multi-cultural city has not
slowed much into the 1990's. Miami has become a large ethnic blend of many
nationalities. All of these people need places to call home. It is within this
population and older established residential neighborhoods that we have
specialized in selling houses priced less than $90,000.
Nationally, home ownership is only 27% in many of these inter-city areas.
Housing and Urban Development's ("HUD") national housing initiative goal is over
70% home ownership. Our goal is to convert those tenants into homeowners.
<PAGE>
HUD and the Federal Housing Administration support the cities and their
residential neighborhoods with low down payment housing programs. These
financing programs are very favorable to lower income citizens. The Community
Reinvestment Act ("CRA") requires banks to invest in these neighborhoods. The
government favors private ownership over public housing and tenant-renter
situations. It is up to the private and public sectors to engage these sound
programs and make them successful. We have taken that challenge by revitalizing
urban neighborhoods and, in so doing, help hundreds of working-class families
realize the American dream of home ownership.
Business Strategies
We have the established the following strategies in fulfilling the first part of
our Business Plan.
1. (a) Purchase distressed and foreclosed homes for approximately $15,000
that need as much as $35,000 for repairs. The total investment usually
approaches $40,000 - $50,000. We then sell the home for $75,000 - $80,000 within
six months.
(b) Purchase vacant lots for $7,500. We then contract with a building
contractor to build a 1,300 square foot house for $55,000 and sell it for
$90,000 while under construction. Within six months the new home is built, sold
and closed. With adequate funds, hundreds of these homes can be purchased in
many of America's large metropolitan cities.
The HUD programs are specifically aimed at the low income neighborhoods of
America and to maintain the nation's existing housing stock which has
depreciated and declined due to foreclosures, abandonment, and old age.
2. Subdivision development is a new area of the development business into which
we are currently embarking with our initial project in Vero Beach called "Eagle
Trace." This market is known as the retiree market selling to retirees moving
from the northern cities to retire, live close to golf courses, the ocean,
hospitals, and shopping. The buyers are looking for a new home of approximately
1,800 square feet, two car garage, and possibly a pool for approximately
$125,000. The land and subdivision improvements costs us $10,000 per lot and,
with sales at $25,000 per lot, profit of $15,000 per lot are expected. We plan
on developing subdivisions of 70 to 100 homes. Additional profits will be earned
by building the houses in the subdivision and selling the homes. Management
feels that at that size, our risk is limited.
3. Apartment development is believed by management of the Company to be very
lucrative due to demand and high rental prices for new apartments in the South
Florida region. With the financing-mortgage plans available to NRPI, we
anticipate building 50 to 100 unit apartment projects and capture a niche that
is not being developed by many developers in South Florida at this time.
Competition
The market for real estate development and housing construction is highly
competitive and subject to economic changes, regulatory developments and
emerging industry standards. We believe that the principal competitive factors
in its markets are conformance to building standards, reliability, safety, price
and quality of its final product. There can be no assurance that the Company
will compete successfully in the future with respect to these or other factors.
<PAGE>
Employees
As of the date of this Form 8K report, substantially all of the activities
of the company are undertaken by its current officers and directors. We have
four employees, including the Company's two officers, at the date of this
report.
FACILITIES
NRPI currently maintains its executive offices on a rent-free basis pursuant to
a month to month arrangement with Encore Builders, an unrelated firm which does
contract construction work for the Company.
<PAGE>
RISK FACTORS
In this section we highlight some of the risks associated with NRPI's business
and operations. Prospective investors should carefully consider the following
risk factors when evaluating an investment in the common stock offered by this
Reoffer Prospectus.
Management will maintain voting control
Following completion of the acquisition, the present principal shareholders will
maintain voting control of NRPI based on the issuance of 1,000,000 class A
common shares, which entitle the holder thereof to the equivalent of 20 common
share votes in any matter to be voted on by the shareholders of the Company. The
purpose of issuing these shares is to ensure that current management will
maintain control of NRPI despite maintaining beneficial ownership of less than a
majority of the shares of NRPI's common stock. Furthermore, the disproportionate
vote afforded the class A common stock will prevent or impede potential
acquirers from seeking to acquire control of NRPI, which could have a depressive
effect on the price of our common stock
Management controls the Company's funds
Management has broad discretion over how to spend the funds held by the Company.
Although management will endeavor to act in the best interests of the
shareholders, there can be no assurance that the decision to utilize proceeds
will prove profitable to NRPI.
OTC Bulletin Board listing requirements
Under the new rules for continued listing on the Bulletin Board, companies are
required to become and remain fully reporting. Although NRPI intends to complete
all future required filings on a timely basis, there can be no assurance that we
will not be de-listed from the Bulletin Board. If de-listed, the market will
almost certainly reflect a depressive effect on the price of NRPI's common
stock.
Penny stock regulations and requirements for low priced stock
Based upon the price of NRPI's common stock as currently traded on the OTC
Bulletin Board, NRPI may be subject to Rule 15g-9 under the Exchange Act which
imposes additional sales practice requirements on broker-dealers which sell
securities to persons other than established customers and "accredited
investors." For transactions covered by this Rule, a broker-dealer must make a
special suitability determination for the purchaser and have received a
purchasers written consent to the transaction prior to sale. Consequently, the
Rule may adversely affect the ability of the broker-dealers to sell our common
stock and could have a negative effect on the ability of shareholders to sell
common shares of NRPI in the secondary market.
The Commission adopted regulations which generally define a "penny stock" to be
any non-Nasdaq equity security that has a market price of less than $5.00 per
share, subject to certain exceptions. Since NRPI's securities are currently
subject to the existing rules on penny stock, your ability to liquidate your
shares could be severely diminished.
<PAGE>
Stock prices are unpredictable
General market price declines or market volatility in the future could be
negative with respect to the price of our common stock. In recent years, the
stock markets in general, and securities of small capitalization companies in
particular, have experienced extreme price fluctuations in response to such
occurrences as quarterly variations in operating results, changes in earnings
estimates, and announcements concerning strategic relationships and other events
or facts. This pattern of extreme volatility in the stock market, which in many
cases was unrelated to actual operating performance, could cause the price of
NRPI's common stock to go down.
Investor's entire investment could be lost
You should be aware that if we are not successful in the operation of our
current business, or any future acquisition endeavors, your entire investment in
the common stock of NRPI could become worthless. Even if we are successful in
our operations and potential acquisitions, it is not certain that you will
derive a profit from your investment in NRPI.
The Company will need additional funds
NRPI will require substantial additional funding to further its real estate
operations and business objectives. Although management believes that such funds
will become available from sources including cash flow from business operations,
bank loans, factoring or sale of additional stock, it has not formulated any
specific plan for raising additional funds, including sale of additional equity
securities, as of the date of this report. If our capital is insufficient to
conduct our business and if we are unable to obtain needed financing, we will
be unable to pursue our business plan. We have not thoroughly investigated
whether this capital would be available, who would provide it, and on what
terms. If we are unable to raise the capital required to fund our proposed
projects, on acceptable terms, our business may be seriously harmed or even
terminated. It is not certain that we will be able to obtain additional funding
or, if obtained, that the terms of such funding would be favorable. This means
that your shares of common stock could lose much of their value.
NRPI may not be successful
NRPI competes in the highly competitive market of real estate development and
housing construction. Our prospects for success will depend on our ability to
successfully market our houses to buyers. As a result, demand and market
acceptance for our houses is subject to a high level of uncertainty. We
currently have limited financial, personnel and other resources to undertake the
extensive activities that will be necessary to acquire and build houses and
related real estate projects. If we are unable to expand our marketing efforts,
we will not generate substantial additional revenues.
NRPI relies on its management
NRPI is dependent upon the members of management set forth herein. If the
current management is no longer able to provide services to NRPI, our business
will be negatively affected. No member of management is currently serving
under a written employment agreement.
<PAGE>
Additional capital financing may affect ability to sell
NRPI's common stock currently trades on the OTC Bulletin Board under the symbol
NRPI. Stocks trading on the OTC Bulletin Board generally attract a smaller
number of market makers and a less active public market and may be subject to
significant volatility. If we raise additional money from the sale of our stock,
the market price could drop and your ability to sell your stock could be
diminished.
Super voting rights granted to current management
Our board of directors can issue "super voting" Class A common stock
without shareholder consent and dilute the voting rights or otherwise
significantly affect the rights of existing shareholders. The present principal
shareholders will maintain voting control of NRPI based on the issuance of
1,000,000 class A common shares on June 17, 1999, which entitle the holder
thereof (Christopher Astrom) to 20 common stock equivalent votes for every Class
A share held. The purpose of issuing these shares is to ensure that current
management will maintain control of NRPI despite maintaining beneficial
ownership of less than a majority of the shares of NRPI's common stock. An
additional 1,000,000 of the authorized 2,000,000 shares of Class A common stock
is available for issuance. The Class A common stock is non-transferable except
to a family member.
Volatile market for NRPI common stock
The market for our common stock is very volatile. Our stock is presently
trading on the OTC bulletin board maintained by Nasdaq under the symbol NRPI.
While in the past there has been limited volume in trading in the public market
for the NRPI common stock, and there can be no assurance that a more
active trading market will develop or be sustained. The market price of the
shares of common stock is likely to be highly volatile and may be
significantly affected by factors such as fluctuations in our operating
results, announcements of technological innovations or new products
and/or services by us or our competitors, governmental regulatory
action, developments with respect to patents or proprietary rights and
general market conditions.
USE OF PROCEEDS
NRPI will not receive any of the proceeds from the sale of shares of common
stock by the Selling Shareholders.
<PAGE>
SELLING SHAREHOLDERS
The Shares of the Company to which this Reoffer Prospectus relates are being
registered for reoffers and resales by the Selling Shareholders, who acquired
the Shares pursuant to a compensatory benefit plan with NRPI for consulting
services they provided to NRPI. The Selling Shareholders may resell all, a
portion or none of such Shares from time to time.
The table below sets forth with respect to the Selling Shareholders, based upon
information available to the Company as of February 17, 2000, the number of
Shares owned, the number of Shares registered by this Reoffer Prospectus and the
number and percent of outstanding Shares that will be owned after the sale of
the registered Shares assuming the sale of all of the registered Shares.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
% OF SHARES
NUMBER OF NUMBER OF SHARES OWNED BY
SELLING SHARES OWNED REGISTERED BY NUMBER OF SHARES SHAREHOLDER
SHAREHOLDERS BEFORE SALE PROSPECTUS OWNED AFTER SALE AFTER SALE
_____________ ____________ _________________ ___________________ ______________
M. Richard Cutler 715,000 (1) 260,000 455,000 3.16%
Brian A. Lebrecht 220,000 80,000 140,000 0.97%
Vi Bui 165,000 60,000 105,000 0.72%
James Stubler 137,500 50,000 87,500 0.61%
Samuel Eisenberg 50,000 50,000 0 0.00%
</TABLE>
(1) Of such shares, 455,000 are held by MRC Legal Services Corporation. M.
Richard Cutler is the beneficial owner of MRC Legal Services Corporation.
PLAN OF DISTRIBUTION
The Selling Shareholders may sell the Shares for value from time to time under
this Reoffer Prospectus in one or more transactions on the Over-the-Counter
Bulletin Board maintained by Nasdaq, or other exchange, in a negotiated
transaction or in a combination of such methods of sale, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at prices otherwise negotiated. The Selling Shareholders may effect
such transactions by selling the Shares to or through brokers-dealers, and such
broker-dealers may receive compensation in the form of underwriting discounts,
concessions or commissions from the Selling Shareholders and/or the purchasers
of the Shares for whom such broker-dealers may act as agent (which compensation
may be less than or in excess of customary commissions).
The Selling Shareholders and any broker-dealers that participate in the
distribution of the Shares may be deemed to be "underwriters" within the meaning
of Section 2(11) of the 1933 Act, and any commissions received by them and any
profit on the resale of the Shares sold by them may be deemed be underwriting
discounts and commissions under the 1933 Act. All selling and other expenses
incurred by the Selling Shareholders will be borne by the Selling Shareholders.
<PAGE>
In addition to any Shares sold hereunder, the Selling Shareholders may, at the
same time, sell any shares of common stock, including the Shares, owned by him
or her in compliance with all of the requirements of Rule 144, regardless of
whether such shares are covered by this Reoffer Prospectus.
There is no assurance that the Selling Shareholders will sell all or any portion
of the Shares offered.
The Company will pay all expenses in connection with this offering other than
the legal fees incurred in connection with the preparation of this registration
statement and will not receive any proceeds from sales of any Shares by the
Selling Shareholders.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for the
Company by Dihle & Co. PC.
EXPERTS
The balance sheets as of September 30, 1998 and September 30, 1999 and the
statements of operations, shareholders' equity and cash flows for the periods
then ended of NRPI have been incorporated by reference in this Registration
Statement in reliance on the report of Baum & Company, P.A., independent
accountants, given on the authority of that firm as experts in accounting and
auditing.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference in this
Registration Statement:
(i) Registrant's Form 8-K for an event on February 10, 2000, filed on
February 16, 2000.
(ii) Registrant's Form 10-SB (in the name of MAS Acquisition XV Corp., the
Company's predecssor) filed on December 27, 1999.
(iii) All other reports and documents subsequently filed by the Registrant
pursuant after the date of this Registration Statement pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 and prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference and to be a part hereof
from the date of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters with respect to the Common Stock offered hereby will be
passed upon for the Company by Dihle & Co., P.C.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Corporation Laws of the State of Delaware and the Company's Bylaws
provide for indemnification of the Company's Directors for liabilities and
expenses that they may incur in such capacities. In general, Directors and
Officers are indemnified with respect to actions taken in good faith in a manner
reasonably believed to be in, or not opposed to, the best interests of the
Company, and with respect to any criminal action or proceeding, actions that the
indemnitee had no reasonable cause to believe were unlawful. Furthermore, the
personal liability of the Directors is limited as provided in the Company's
Articles of Incorporation.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The Shares were issued for advisory and legal services rendered. These
sales were made in reliance of the exemption from the registration requirements
of the Securities Act of 1933, as amended, contained in Section 4(2) thereof
covering transactions not involving any public offering or not involving any
"offer" or "sale".
ITEM 8. EXHIBITS
*3.1 Articles of Incorporation - National Rehab Properties, Inc. (Florida)
*3.2 Articles of Incorporation - National Rehab Properties, Inc- Nevada
(Mister Las Vegas)
*3.3 Bylaws
*3.4 Written Consent in Lieu of Combined Special Meeting of Directors and
Shareholders dated June 17, 1999
*3.5 Written Consent in Lieu of Combined Special Meeting of Directors and
Shareholders dated March 1, 1999
*4.1 Specimen Stock Certificate
5 Opinion of Dihle & Co., P.C.
*10.1 Consulting Agreement with M. Richard Cutler, Brian A. Lebrecht, Vi
Bui, James Stubler and Samuel Eisenberg dated February 10, 2000.
23.1 Consent of Baum & Company, P.A., independent public accountants
________________________
<PAGE>
* Incorporated by reference to NRPI's Form 8-K, filed on February 16, 2000.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this 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 such information in the
Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.
(c) 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 the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that is meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Miami, State of Florida, on February 17, 2000.
NATIONAL REHAB PROPERTIES, INC.
/s/ Richard Astrom
By: Richard Astrom
Its: President, Chief Executive Officer
and Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/ Richard Astrom President, Chief Executive Officer and Director
Richard Astrom
/s/ Christopher Astrom Vice President, Secretary and Director
Christopher Astrom
DIHLE & CO., P.C.
-----------------------------
2922 EVERGREEN PARKWAY, SUITE 320
EVERGREEN, COLORADO 80439
(303) 679-6018 Gordon Dihle, Esq.
FAX (303) 670-1594 [email protected]
February 17, 2000
Securities and Exchange Commission
Division of Corporate Finance
Washington, D.C. 20549
Re: National Rehab Properties, Inc.
Ladies and Gentlemen:
This office represents National Rehab Properties, Inc., a Nevada
corporation (the "Registrant") in connection with the Registrant's Registration
Statement on Form S-8 under the Securities Act of 1933 (the "Registration
Statement"), which relates to the resale of up to 500,000 shares by certain
selling shareholders in accordance with a Consulting Agreement between the
Registrant and the selling shareholders (the "Registered Securities"). In
connection with our representation, we have examined such documents and
undertaken such further inquiry as we consider necessary for rendering the
opinion hereinafter set forth.
Based upon the foregoing, it is our opinion that the Registered Securities,
when issued as set forth in the Registration Statement, will be legally issued,
fully paid and nonassessable.
We acknowledge that we are referred to under the heading "Legal Matters" in
the Resale Prospectus which is a part of the Registrant's Form S-8 Registration
Statement relating to the Registered Securities, and we hereby consent to such
use of our name in such Registration Statement and to the filing of this opinion
as Exhibit 5 to the Registration Statement and with such state regulatory
agencies in such states as may require such filing in connection with the
registration of the Registered Securities for offer and sale in such states.
Very truly yours,
/s/ Gordon Dihle
Gordon Dihle, Esq.
INDEPENDENT AUDITOR'S REPORT
To The Board of Directors of National Rehab Properties, Inc.
We hereby consent to the use in this Registration Statement on Form S-8 of our
report dated December 13, 1999 relating to the financial statements of National
Rehab Properties, Inc.
/s/ Baum & Company, P.A.
BAUM & COMPANY, P.A.
Coral Springs, Florida
February 17, 2000
