<PAGE>
Filed Pursuant to Rule 424(b)(1)
Registration File No.: 333-93647
PROSPECTUS
[LOGO 1STOPSALE.COM]
1STOPSALE.COM HOLDINGS INC.
5,000,000 Shares
Common Stock
Offering Price $0.20 per share
This is our initial public offering so there is currently no
public market for our shares.
An investment in us is risky, especially given our young age.
Only people who can afford to lose the money they invest in us
should invest in our shares. A full discussion of the risks of
owning our shares begins at page 4 of this prospectus.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of our shares or
determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
<TABLE>
<CAPTION>
------------------------------------------------------------------
Price to Commissions & Proceeds to
Public(1) Discounts(1)(2) Us (2)
----------- --------------- -----------
<S> <C> <C> <C>
Per Share $0.20 $.00 $0.20
Total $1,000,000 $.00 $1,000,000
------------------------------------------------------------------
</TABLE>
1) The offering price is payable in cash upon subscription. The
offering will be managed by us and the shares will be offered
and sold by our officers, without any discounts or other
commissions
2) Proceeds to us are shown before deducting other offering
expenses payable by us for legal and accounting fees and
printing costs.
We will offer 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 so
no money raised from the sale of our stock will go into escrow,
trust or another similar arrangement. The offering will remain open
until September 1, 2001, unless we decide to cease selling efforts
prior to this date.
1STOPSALE.COM HOLDINGS INC.
1422 Chestnut Street
Suite 410, 4th Floor
Philadelphia, PA 19102-2510
The date of this prospectus is August 14, 2000
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<TABLE>
<CAPTION>
-----------------
TABLE OF CONTENTS
-----------------
Page
----
<S> <C>
Prospectus Summary........................................................... 3
Risk Factors................................................................. 4
Our company is only recently organized with no operating history
which makes an evaluation of us difficult.............................. 4
Because of our lack of funds and past losses, our accountants'
audit report indicates there is substantial doubt about our
ability to continue as a going concern................................. 4
The success of our company is dependent on our management who has
limited experience and will not spend full time working for our
company which makes our future even more uncertain..................... 4
Our business is capital intensive and we have no significant
operating capital so we are dependent upon this offering to be
able to implement our business plan and our lack of revenues
and profits may make our obtaining additional capital more
difficult.............................................................. 4
Use of Proceeds.............................................................. 5
Determination of Offering Price............................................. 6
Dilution.................................................................... 6
Plan of Distribution........................................................ 8
Special Note Regarding Forward-Looking Statements........................... 9
Legal Proceedings........................................................... 10
Directors, Executive Officers, Promoters and Control Persons................ 10
Security Ownership of Certain Beneficial Owners and Management.............. 12
Description of Securities................................................... 12
Shares Eligible for Future Sale............................................. 14
Certain Transactions........................................................ 16
Business.................................................................... 17
Management Discussion and Analysis or Plan of Operation..................... 26
Legal Matters............................................................... 27
Experts..................................................................... 27
Available Information....................................................... 27
Financial Statements........................................................ F1
Subscription Agreement ................................................ Exhibit A
</TABLE>
Until ___________________________, 2000, all dealers that
effect transactions in our shares, whether or not participating in
this offering, may be required to deliver a prospectus. This is in
addition to the dealer's obligation to deliver a prospectus when
acting as underwriters and with respect to their unsold allotments
or subscriptions.
2
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PROSPECTUS SUMMARY
1STOPSALE.COM HOLDINGS INC. was incorporated under the laws of
the State of Delaware on October 5, 1999. We have not commenced
active business operations and are considered a development stage
enterprise.
We intend to become a holding company engaged in building a
network of successful Internet-based retail operating companies,
joint ventures, strategic alliances, and partnerships.
We hope to become the first true Internet commerce
conglomerate by not limiting to a single area of electronic commerce
or e-commerce. Rather than limiting activities to books, CD's,
computers, or any other one class of product, we will aggressively
pursue a diverse range of commercial Internet activities.
Our principal office is currently located at 1422 Chestnut
Street, Suite 410, Philadelphia, Pennsylvania 19102. Our telephone
number at that location is (215) 569-9175 and our facsimile number
is (215) 569-4710. Our web site can be located at
http://www.1stopsale.com. The information on our web site is not
part of this prospectus.
The Offering
Securities Offered........ 5,000,000 shares of common stock.
Offering Price............ The shares are offered at $0.20 per share
for total gross offering proceeds of
$1,000,000. However, as many as 1,750,000
shares, also valued at $0.20 per share,
may be issued for services at the fair
market value of the services rendered.
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 September 1, 2001,
or an additional 60 days in the sole
discretion of our management, unless the
total proceeds are earlier received or we
determine, in our sole discretion to cease
selling efforts.
3
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RISK FACTORS
We Were Only Recently Organized With No Operating History
Which Makes An Evaluation Of Us Difficult. We were recently
organized on October 5, 1999 and we are a start-up company. We have
no operating history and we do not have any business prior to our
organization. There is nothing at this time on which to base an
assumption that our business plans will prove successful, and there
is no assurance that we will be able to operate profitably. You
should not invest in this offering unless you can afford to lose
your entire investment.
Because Of Our Lack Of Funds And Past Losses, Our Accountants'
Audit Report Indicates There Is Substantial Doubt About Our Ability
To Continue As A Going Concern. Our independent certified public
accountants have pointed out that we have incurred losses since our
inception and has not yet been successful in establishing
profitable operations, raising substantial doubt about our ability
to continue as a going concern. Therefore, our ability to continue
as a going concern is highly dependent upon obtaining additional
financing for our planned operations. If we are unable to raise
additional capital then you may lose your entire investment.
Our Success Is Dependent On Our Management Who Has Limited
Experience And Will Not Spend Full Time Working For Us Which Makes
Our Future Even More Uncertain. As compared to many other public
companies, we do not presently have a depth of managerial and
technical personnel. Our management has only limited experience with
the business proposed to be engaged in by us. Furthermore, William
Tay, our sole officer and director will not be employed full time,
at least initially, as he is involved with other businesses and have
other interests which could give rise to conflicts of interest with
respect to the business of and the amount of time devoted to us.
Our Business Is Capital Intensive And We Have No Significant
Operating Capital So We Are Dependent Upon This Offering To Be Able
To Implement Our Business Plan And Our Lack Of Revenues And Profits
May Make Our Obtaining Additional Capital More Difficult. We
presently have no significant operating capital and we are totally
dependent upon receipt of the proceeds of this offering to provide
the capital necessary to commence our proposed business. Upon
completion of the offering, the amount of capital available to us
will still be extremely limited, especially if less than the total
amount of the offering is raised since this is not an underwritten
offering. We have no commitments for additional cash funding beyond
the proceeds expected to be received from this offering. In the
event that the proceeds from this offering are not sufficient given
the capital intensive nature of our business, we may need to seek
additional financing from commercial lenders or other sources, for
which we presently have no commitments or arrangements.
4
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USE OF PROCEEDS
The net proceeds to us from the sale of the 5,000,000 shares
offered hereby at a public offering price of $0.20 per share will
vary depending upon the total number of shares sold. Regardless of
the number of shares sold, we expect to incur offering expenses
estimated at $55,000 for legal, accounting, printing and other costs
in connection with the offering.
The table below shows how proceeds from this offering would be
used for scenarios where we sell various amounts of the shares and
the priority of the use of net proceeds in the event actual proceeds
are not sufficient to accomplish the uses set forth. Pending use, we
will invest the net proceeds in investment-grade, short-term,
interest bearing securities.
<TABLE>
<CAPTION>
Percent of total shares offered 25% 50% 75% 100%
($) ($) ($) ($)
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Shares sold 1,250,000 2,500,000 3,750,000 5,000,000
Gross proceeds from offering 250,000 500,000 750,000 1,000,000
Less: offering expenses 55,000 55,000 55,000 55,000
Net proceeds from offering 195,000 445,000 695,000 945,000
Use of net proceeds
Accounting & legal fees 15,000 40,000 55,000 70,000
Web site development (1stopsale.com) 70,000 150,000 175,000 200,000
Computer & office equipment 25,000 65,000 75,000 100,000
Internet access 10,000 18,000 25,000 30,000
Sales & marketing 30,000 75,000 100,000 150,000
Consulting fees 15,000 20,000 35,000 50,000
Compensation to management 20,000 60,000 70,000 80,000
Operating expenses & working capital 10,000 17,000 160,000 265,000
--------- --------- --------- ---------
Total use of proceeds 195,000 445,000 695,000 945,000
========= ========= ========= =========
</TABLE>
It is possible that no proceeds may be raised from this
offering. It is also possible that some, but not all, of the
5,000,000 shares offered will be sold. If fewer than all of the
shares are sold, we will have to delay or modify our plan. There can
be no assurance that any delay or modification will not adversely
affect our development. If we require additional funds to develop
our plan, such funds may not be available on terms acceptable to us.
Possible working capital uses include advertising and other
ongoing selling, general and administrative expenses, to be
determined by our executive officers based upon their assessment of
our needs.
Any funds not used for the purposes indicated will be used for
general working capital. If less than the entire offering is
received, funds will be applied according to the priorities outlined
above. For example, if $105,000 is received, $15,000 will be used to
pay for accounting and legal fees, $70,000 will be used to develop
and maintain the web sites and the remaining $20,000 will be spent
on purchasing computer and office equipment. If less than $15,000 is
received, the entire amount will be applied toward legal and
accounting fees.
Some of the web site development, sales and marketing services
we require may be paid through the issuance of shares.
5
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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
You will suffer substantial dilution in the purchase price of
your stock compared to the net tangible book value per share
immediately after the purchase.
Dilution is the difference between the public offering price
of $0.20 per share for the common stock offered herein, and the net
tangible book value per share of the common stock immediately after
its purchase. Our net tangible book value per share is calculated by
subtracting our total liabilities from our total assets less any
intangible assets, and then dividing by the number of shares then
outstanding.
Our net tangible book value prior to the offering, based on
the November 30, 1999 financial statements, was $11,500 or
approximately $.001 per common share. Prior to selling any shares in
this offering, we had 11,500,000 shares of common stock outstanding,
which were purchased by the founding shareholder on October 6, 1999
for $11,500 or $.001 per share. We are now offering up to 5,000,000
shares at $0.20 per share. If all shares* offered herein are sold,
we will have 16,500,000 shares outstanding upon completion of the
offering. Our post offering pro forma net tangible book value, which
gives effect to receipt of the net proceeds from the offering on all
shares sold and payment and issuance of the additional shares of
common stock in the offering, but does not take into consideration
any other changes in our net tangible book value, will be $956,500
or approximately $0.06 per share. This would result in dilution to
investors in this offering of $.14 per share, or 70% from the public
offering price of $0.20 per share. Net tangible book value per share
would increase to the benefit of our present stockholders from $.001
prior to the offering to $.06 after the offering, or an increase of
$0.059 per share attributable to purchase of the shares by investors
in this offering.
-----
* It is possible we may not sell any of the shares, in which case
our proceeds will be $0.
6
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Dilution Table
The following table sets forth the estimated net tangible book
value ("NTBV") per share after the offering and the dilution to
persons purchasing shares based upon various levels of sales achieved:
<TABLE>
<CAPTION>
1,250,000 2,500,000 3,750,000 5,000,000
shares sold shares sold shares sold shares sold
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Public offering price/share $0.20 $0.20 $0.20 $0.20
NTBV/share prior to offering $0.001 $0.001 $0.001 $0.001
Increase attributable to new investors $0.009 $0.029 $0.039 $0.059
Post offering pro forma NTBV/share $0.01 $0.03 $0.04 $0.06
Dilution to new investors $0.19 $0.17 $0.16 $0.14
</TABLE>
Comparative Data
The following table sets forth with respect to existing
shareholders and new investors, a comparison of the number of shares
of common stock acquired from us, the percentage ownership of such
shares, the total consideration paid, the percentage of total
consideration paid and the average price per share.
<TABLE>
<CAPTION>
Shares Purchased Total Consideration
------------------- ------------------- Average Price
Number Percent Amount Percent Per Share
---------- ------- ---------- ------- -------------
<S> <C> <C> <C> <C> <C>
Existing shareholders 11,500,000 70% $ 11,500 1.1% $0.001
New investors 5,000,000 30 1,000,000 98.9 0.20
---------- ------ ---------- -------
Total 16,500,000 100% $1,011,500 100% $0.061
========== ====== ========== =======
</TABLE>
7
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PLAN OF DISTRIBUTION
General
The following discussion addresses the material terms of the
plan of distribution.
We are offering up to 5,000,000 shares of our common stock at
a price of $0.20 per share to be sold by our executive officers and
directors. The shares will be sold through our executive officers
and directors, so no compensation will be paid with respect to those
sales, except for reimbursement of expenses actually incurred on our
behalf in connection with such activities. Since this offering is
conducted as a direct participation offering, there can be no
assurance that any of the shares will be sold. If we fail to sell
all the shares we are trying to sell, our ability to implement our
business plan will be materially effected, and you may lose all or
substantially all of your investment. A subscription agreement, the
form of which is attached to this prospectus in Exhibit A, will
be required to be submitted by all purchasers of the shares.
There is currently no market for any of our shares and no
assurances are given that a public market for such securities will
develop after the closing of this offering or be sustained if
developed. While we plan following the closing of this offering to
take affirmative steps to request or encourage one or more
broker/dealers to act as a market maker for our securities, no such
efforts have yet been undertaken and no assurances are given that
any such efforts will prove successful. As such, investors may not
be able to readily dispose of any shares purchased hereby.
The offering shall be conducted by our president, William Tay.
Although Mr. Tay is an associated person of us as that term is
defined in Rule 3a4-1 under the Exchange Act, Mr. Tay is deemed not
to be a broker for the following reasons:
* He is not subject to a statutory disqualification as
that term is defined in Section 3(a)(39) of the Exchange
Act at the time of his participation in the sale of our
securities.
* He will not be compensated for his participation in the
sale of our securities by the payment of commission or
other remuneration based either directly or indirectly
on transactions in securities.
* He is not an associated person of a broker or dealers at
the time of his participation in the sale of our
securities.
* He will restrict his participation to the following
activities:
A. Preparing any written communication or delivering
any communication through the mails or other means
that does not involve oral solicitation by him of
a potential purchaser;
B. Responding to inquiries of potential purchasers in
a communication initiated by the potential
purchasers, provided however, that the content of
responses are limited to information contained in
a registration statement filed under the
Securities Act or other offering document;
C. Performing ministerial and clerical work involved
in effecting any transaction.
8
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As of the date of this prospectus, no broker has been retained
by us for the sale of securities being offered. In the event a
broker who may be deemed an underwriter is retained by us, an
amendment to our registration statement will be filed.
The offering will remain open for a period until September 1,
2001 or an additional 60 days in our sole discretion, unless the
entire gross proceeds are earlier received or we decide, in our sole
discretion, to cease selling efforts. Our officers, directors and
stockholders and their affiliates may purchase shares in this offering.
No Escrow of Proceeds
There is no escrow of any of the proceeds of this offering.
Accordingly, we will have use of such funds once we accept a
subscription and funds have cleared. Such funds shall be
non-refundable to subscribers except as may be required by
applicable law.
Shares Issued for Services
As many as 1,750,000 shares may be issued for services. Any
shares that are issued for services will be valued at $0.20 per
share, which is the amount we could have received if we sold the
shares instead of issuing it for services.
We do not currently have any agreements with others to issue
shares for services. However, we do anticipate that in the future,
we may issue shares for web site development, sales and marketing,
Internet access and other services. When we issue shares for
services, the value of the services must be a fair market value.
The fair market value of the service provided will be determined
by our president and will be based upon a reasonable evaluation
of market rates and values for specific services.
Penny Stock Reform Act of 1990
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 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. Our
shares will probably be subject to the Penny Stock Reform Act, thus
potentially decreasing the ability to easily transfer our shares.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements under the "Prospectus Summary," "Risk
Factors," "Management Discussion and Analysis or Plan of Operation,"
"Business" and elsewhere in this prospectus constitute
forward-looking statements as defined in the Private Securities
Litigation Reform Act of 1995 (the "Litigation Reform Act"). Section
27A(b)(2)(D) of the Securities Act of 1933 and Section 21E(b)(2)(D)
of the Securities Exchange Act of 1934, as amended, as promulgated
by the Litigation Reform Act, expressly state that the safe harbor
for forward-looking statements does not apply to statements made in
connection with an initial public offering. These statements
9
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involve known and unknown risks, uncertainties and other factors
that may cause our actual results, levels of activity, performance,
or achievements to be materially different from any future results,
levels of activity, performance, or achievement expressed or
implied by such forward-looking statements. Such factors include,
among other things, those listed under "Risk Factors" and elsewhere
in this prospectus.
In some cases, you can identify forward-looking statements by
terminology such as "may," "will," "should," "could," "intend",
"expects," "plan," "anticipates," "believes," "estimates,"
"predicts," "potential," or "continue" or the negative of such terms
or other comparable terminology.
Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee
future results, levels of activity, performance, or achievements.
Moreover, neither we nor any other person assumes responsibility for
the accuracy and completeness of such statements. We are under no
duty to update any of the forward-looking statements after the date
of this prospectus.
LEGAL PROCEEDINGS
We are not a party to or aware of any threatened litigation of a
material nature.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Executive Officers and Directors
The following table sets forth our directors and executive
officers, their ages, term served and all of our officers and their
positions. A director is elected for a period of one year and
thereafter serves until his or her successor is duly elected by the
stockholders and qualifies. Officers and other employees serve at
the will of the Board of Directors.
There are no arrangements or understandings regarding the
length of time a director is to serve in such a capacity. Our
director holds no directorships in any other company subject to the
reporting requirements of the Securities Exchange Act of 1934.
<TABLE>
<CAPTION>
Name of Director Age Term Served Positions with Company
---------------- --- --------------- ----------------------
<S> <C> <C> <C>
William Tay 29 Since inception President, Secretary-
Treasurer & Director
</TABLE>
Mr. Tay will serve as management of 1StopSale.com. A brief
description of his background and business experience is as follows:
William Tay, is the founder of 1StopSale.com. Mr. Tay has been
the President, Secretary-Treasurer and Director since our inception
on October 5, 1999. Previously, Mr. Tay was self-employed since 1994
10
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where he designed and programmed numerous web sites for searching
the Internet. Besides web programming, Mr. Tay is also the founder
and sole owner of Com2000.net Inc., founded on September 1997, a
Windows NT Web presence provider based in Philadelphia, PA. Mr.
Tay has more than 5 years of Windows NT, Network Administration,
HTML, Java, and CGI Perl programming experience. Mr. Tay has been
involved in Internet technologies since 1994. Prior to 1994, Mr.
Tay was a licensed NASD Series 7 Registered Representative.
Mr. Tay initially will devote up to approximately 15 hours per
week of his time to our affairs. If and when our business operations
increase and a more extensive time commitment is needed, he is
prepared to devote more time even on a full-time basis.
Executive Compensation
Our sole director do not currently receive and has never
receive any compensation for serving as a director to date. In
addition, at present, there are no ongoing plans or arrangements for
compensation of any of our officers. However, we expect to adopt a
plan of reasonable compensation to our officers and employees when
and if we become operational and profitable.
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 December 31, 1999, by Mr. William Tay our
sole executive officer whose salary and bonus for the period
exceeded $100,000.
<TABLE>
<CAPTION>
Summary Compensation Table
Long-Term Compensation Awards
Name and Principal Compensation - 1999 ($)Number of shares
Position Salary ($) Bonus Underlying Options (#)
---------------------- ---------- --------- ----------------------
<S> <C> <C> <C>
William Tay, President None None None
</TABLE>
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 that purpose.
11
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with
respect to the beneficial ownership of our common stock with respect
to each of our named director and executive officer, each person
known to us to be the beneficial owner of more than five percent
(5%) of said securities, and all of our directors and executive
officers as a group:
<TABLE>
<CAPTION>
Title Amount and Nature of Percent % After
Name and Address of Class Beneficial Ownership of Class Offering
---------------- -------- -------------------- -------- --------
<S> <C> <C> <C> <C>
William Tay Common 11,500,000 shares 100% 70%
1422 Chestnut St.
4th Floor, Suite 410
Philadelphia, PA 19102
All officers & directors Common 11,500,000 shares 100% 70%
as a group (1 person)
</TABLE>
Prior to the sale of any shares in this offering, these
individuals are our only shareholders. After offering percentages
are calculated assuming sale of all shares in this offering. The
foregoing amounts include all shares these persons are deemed to
beneficially own regardless of the form of ownership.
DESCRIPTION OF SECURITIES
The following statements are qualified in their entirety by
reference to the detailed provisions of our Articles of
Incorporation and Bylaws. The shares registered pursuant to the
registration statement of which this prospectus is a part are shares
of common stock, all of the same class and entitled to the same
rights and privileges as all other shares of common stock.
Common Stock
We are presently authorized to issue 50,000,000 shares of
$.001 par value common stock. The holders of our common stock,
including the shares offered hereby, are entitled to equal dividends
and distributions, per share, with respect to the common stock when,
as and if declared by the Board of Directors from funds legally
available therefor. No holder of any shares of our common stock has
a pre-emptive right to subscribe for any of our securities nor are
any common shares subject to redemption or convertible into other
securities. Upon our liquidation, dissolution or winding up, and
after payment of creditors and preferred stockholders, if any, the
assets will be divided pro-rata on a share-for-share basis among the
holders of the shares of common stock. All shares of common stock
now outstanding are fully paid, validly issued and non-assessable.
Each share of common stock is entitled to one vote with respect to
the election of any director or any other matter upon which
shareholders are required or permitted to vote. Holders of our
common stock do not have cumulative voting rights, so that the
holders of more than 50% of the combined shares voting for the
election of directors may elect all of the directors, if they choose
to do so and, in that event, the holders of the remaining shares
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will not be able to elect any members to the Board of Directors.
We have reserved from our authorized but unissued shares a
sufficient number of shares of common stock for issuance of the
shares offered hereby. The shares of common stock issuable on
completion of the offering will be, when issued in accordance with
the terms of the offering, fully paid and non-assessable. During the
pendency of the offering, subscribers will have no rights as
stockholders until the offering has been completed and the shares
have been issued to them.
Preferred Stock
We are also presently authorized to issue 500,000 shares of
$.001 par value preferred stock. Under our Articles of
Incorporation, as amended, the Board of Directors has the power,
without further action by the holders of the common stock, to
designate the relative rights and preferences of the preferred
stock, and issue the preferred stock in such one or more series as
designated by the Board of Directors. The designation of rights and
preferences could include preferences as to liquidation, redemption
and conversion rights, voting rights, dividends or other
preferences, any of which may be dilutive of the interest of the
holders of the common stock or the preferred stock of any other
series. The issuance of preferred stock may have the effect of
delaying or preventing a change in control without further
shareholder action and may adversely effect the rights and powers,
including voting rights, of the holders of common stock. In certain
circumstances, the issuance of preferred stock could depress the
market price of the common stock. The Board of Directors effects a
designation of each series of preferred stock by filing with the
Delaware Secretary of State a Certificate of Designation defining
the rights and preferences of each such series. Documents so filed
are matters of public record and may be examined in accordance with
procedures of the Delaware Secretary of State, or copies thereof may
be obtained from us.
Options and Warrants
We do not presently have any options or warrants authorized or
any securities that may be convertible into common stock. However,
our board of directors may later determine to authorize options and
warrants for our company.
Dividend Policy
We have not previously paid any cash dividends on our common
stock and do not anticipate or contemplate paying dividends on our
common stock in the foreseeable future. Our present intention is to
utilize all available funds for the development of our business.
There is no assurance that we will ever have excess funds available
for the payment of dividends. The only legal restrictions that limit
the ability to pay dividends on common equity or that are likely to
do so in the future, are those restrictions imposed by State laws.
Under Delaware corporate law, no dividends or other distributions
may be made which would render a company insolvent or reduce assets
to less than the sum of its liabilities plus the amount needed to
satisfy any outstanding liquidation preferences.
13
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Transfer Agent
We intend to use StockTrans, Inc., 7 East Lancaster Avenue,
Ardmore, Pennsylvania 19003 as our transfer agent and registrar for
the common stock upon completion of the offering.
Shares Eligible for Future Sale
Upon completion of this offering, we will have 16,500,000
shares of common stock outstanding, if we sell all of the shares in
this offering. Of these shares, the 5,000,000 shares to be sold in
this offering will be freely tradable without restriction or further
registration under the Securities Act of 1933, except that any
shares purchased by our affiliates, as that term is defined in Rule
144 under the Securities Act, may generally only be sold in
compliance with the limitations of Rule 144 described below.
The remaining 11,500,000 of common stock held by existing
stockholders were issued and sold by us in reliance on exemptions
from the registration requirements of the Securities Act. These
shares will become eligible for sale on October 7, 2000, subject to
the limitations of either Rule 144 or Rule 701. We cannot predict
the effect, if any, that offers or sales of these shares would have
on the market price. Nevertheless, sales of significant amounts of
restricted securities in the public markets could adversely affect
the fair market price of the shares, as well as impair our ability
to raise capital through the issuance of additional equity shares.
In general, under Rule 144, a person who has beneficially
owned shares for at least one year is entitled to sell, within any
three-month period, a number of shares that does not exceed the
greater of (1) one percent of the then outstanding shares of common
stock or (2) the average weekly trading volume in the common stock
in the over-the-counter market during the four calendar weeks
preceding the date on which notice of the sale is filed, provided
several requirements concerning availability of public information,
manner of sale and notice of sale are satisfied. In addition, our
affiliates must comply with the restrictions and requirements of
Rule 144, other than the one-year holding period requirement, in
order to sell shares of common stock which are not restricted
securities.
Under Rule 144(k), a person who is not an affiliate and has
not been an affiliate for at least three months prior to the sale
and who has beneficially owned shares for at least two years may
resell their shares without compliance with the foregoing
requirements. In meeting the one-and two-year holding periods
described above, a holder of shares can include the holding periods
of a prior owner who was not an affiliate. The one-and two-year
holding periods described above do not begin to run until the full
purchase price or other consideration is paid by the person
acquiring the shares from the issuer or an affiliate. Rule 701
provides that currently outstanding shares of common stock acquired
under our employee compensation plans, and shares of common stock
acquired upon exercise of presently outstanding options granted
under these plans, may be resold beginning 90 days after the date of
this prospectus:
* by persons, other than affiliates, subject only to the
manner of sale provisions of Rule 144, and
* by affiliates under Rule 144 without compliance with its
one-year minimum holding period, subject to some
limitations.
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There is presently no agreement by any holder, including our
"affiliates", of "restricted" shares not to sell their shares.
Penny Stock Regulation
Broker-dealer practices in connection with transactions in
"penny stocks" are regulated by certain penny stock rules adopted by
the Commission. Penny stocks generally are equity securities with a
price of less than $5.00. The penny stock rules require a
broker-dealer, prior to a transaction in a penny stock not otherwise
exempt from the rules, to deliver a standardized risk disclosure
document that provides information about penny stocks and the risks
in the penny stock market. The broker-dealer also must provide the
customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the
transaction, and monthly account statements showing the market value
of each penny stock held in the customer's account. In addition, the
penny stock rules generally require that prior to a transaction in a
penny stock, the broker-dealer 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. These
disclosure requirements may have the effect of reducing the level of
trading activity in the secondary market for a stock that becomes
subject to the penny stock rules. As our shares immediately
following this offering will likely be subject to such penny stock
rules, investors in this offering will in all likelihood find it
more difficult to sell their securities.
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
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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 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 our
directors, officers and controlling persons pursuant to the
foregoing provisions, or otherwise, we have 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.
CERTAIN TRANSACTIONS
In connection with our organization, William Tay, the founding
shareholder, our President, Secretary-Treasurer and Director, paid
an aggregate of $11,500 cash to purchase 11,500,000 shares of our
common stock.
It is contemplated that we may enter into certain transactions
with our officers, directors or affiliates which may involve
conflicts of interest in that they will not be arms' length
transactions. These transactions include the following:
We presently have no office facilities but for the time being
we will use as our business address the office of Mr. Tay on a rent
free basis, until such time as our business operations may require
more extensive facilities and we have the financial ability to rent
commercial office space. There is presently no formal written
agreement for the use of such facilities, and no assurance that such
facilities will be available to us on such a basis for any specific
length of time.
We have no formal written employment agreement or other
contracts with our officers, and there is no assurance that the
services to be provided by them, and facilities to be provided by
Mr. Tay, will be available for any specific length of time in the
future. Mr. Tay anticipates initially devoting up to approximately
20% of his time to our affairs. If and when our business operations
increase and a more extensive time commitment is needed, Mr. Tay is
prepared to devote more time to our affairs, in the event that
becomes necessary. The amounts of compensation and other terms of
any full time employment arrangements would be determined if and
when such arrangements become necessary.
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BUSINESS
History and Organization
1STOPSALE.COM HOLDINGS INC. ("1STOPSALE.COM") was recently
incorporated under the laws of the State of Delaware on October 5,
1999. We have not commenced business operations and we are
considered a development stage enterprise. To date, our activities
have been limited to organizational matters, designing of our web
sites and the preparation and filing of the registration statement
of which this prospectus is a part. In connection with our
organization, our founding shareholder contributed an aggregate of
$11,500 cash to capitalize us in exchange for 11,500,000 shares of
our common stock. We have no significant assets, and we are totally
dependent upon the successful completion of this offering and
receipt of the proceeds therefrom, of which there is no assurance,
for the ability to commence our proposed business operations.
Our principal executive offices is currently located at 1422
Chestnut Street, Suite 410, Philadelphia, Pennsylvania 19102. The
telephone number is (215) 569-9175. The facsimile number is (215)
569-4710. Our web site can be located at http://www.1stopsale.com.
The information on our web site is not part of this prospectus.
Proposed Business
We intend to become a holding company engaged in building a
network of successful Internet-based retail operating companies,
joint ventures, strategic alliances, and partnerships.
We hope to become the first true Internet commerce
conglomerate by not limiting to a single area of electronic commerce
or e-commerce. Rather than limiting activities to books, CD's,
computers, or any other one class of product, we will aggressively
pursue a diverse range of commercial Internet activities.
There are no borders on the Internet, and even language
barriers will become of little importance as new Internet software
now in development allows customers around the world to view
products and receive product information in their native language.
Even before that advanced technology is in place, we hope to be able
to offer a full range of products to domestic and international
customers in urban or rural locations where local availability and
wide selections are hard to find.
If successfully implemented, we will have effectively:
* been recognized as a leader in one-stop Internet shopping;
* minimized our exposure and risk to the down cycles which
occur in specific industries; and
* increased web site traffic and revenue-generating
opportunities by referring potential customers to other
1stopsale.com web sites or storefronts owned and
operated by us rather than by a third-party.
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Growth of the Internet and Online Commerce
The Internet is an increasingly significant global medium for
communications, content and online commerce, enabling millions of
people to share information and conduct business electronically.
Growth in Internet usage in recent years has been fueled by a number
of factors, including:
* the large and growing installed base of personal
computers in the workplace and home,
* advances in the performance and speed of personal
computers and modems,
* improvements in network infrastructure and bandwidth;
* easier and cheaper access to the Internet; and
* increased awareness of the Internet among businesses and
consumers, and the rapidly expanding availability of
online content and commerce which increases the value to
users of being connected.
The resulting growth of the Internet and online commerce has
created substantial opportunity for companies to conduct business
online. It is believed that Internet retailers are able to
communicate more effectively with customers by providing the following:
* visual product presentations;
* up-to-date pricing and product information;
* better customer support, including opportunities for
customer feedback;
* product offerings tailored to customer preferences; and
* electronic billing and payment systems.
Contrast to Traditional Retail Methods
Store and catalog-based companies make up the traditional
retail industry. These retailers' inherent structural limitations
may preclude their taking full advantage of two major
characteristics of today's marketplace. First, they cannot access
the growing worldwide retail marketplace as readily as can
e-commerce companies. Second, they simply cannot be as available to
each individual customer's increasingly complex and busy daily
schedules as can e-commerce companies.
Additionally, traditional retailers face other challenges in
competing against the new e-commerce company:
* They often incur large fixed costs of operation
(building, store personnel, and inventory holding);
* Fixed costs often dictate that these retailers cannot
expand quickly into new geographic regions;
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* Manufacturers and large distributors who compete for
scarce traditional retail shelf space incur a
significant expense to gain this access, resulting in
higher costs for the retailer;
* Even the very large superstores typically carry only
about 4,000 items, and thus face the risk of obsolete
inventory;
* The store-based retailers' merchandising process limits
the speed at which they can change their merchandise mix
and offer new products. Put simply, they must physically
obtain, set up, and display the product before they can
sell it;
* Personnel costs limit the number of hours during which
store-based retailers may operate, thereby limiting
customer access and convenience;
* Store-based retailers face challenges in hiring,
training and retaining knowledgeable sales staff
conversant and up-to-date on the broad array of products
they expect to sell;
* Catalog retailers offer their customers the convenience
of shopping from home or the office and more flexible
hours of operation, but they are still constrained by
catalog mailing, printing and associated expenses, and
by the number of items they can feature and the amount
of product information they can provide. A typical
catalog retailer carries up to 40,000 items, but
typically only features 2,000 - 3,000 items in any
single catalog; and
* The entire catalog shopping experience is, in general,
neither interactive nor personalized, yet requires
extensive personnel support and manual intervention on
behalf of the retailer to take and process orders.
We believe that the traditional retailers' business model
creates inefficiencies which are exacerbated by, for example, the
large quantity of merchandise they carry and the rapidly changing
world in which they operate. It is our belief that Internet-based
retailers are in an excellent position to capitalize on these
limitations by operating a more efficient business model.
It should be noted that many of these traditional retailers
and manufacturers are aware of the advantages of an Internet
storefront as outlined previously, and are establishing or has
established their Internet presence such as Wal-Mart, Barnes and
Noble, the Gap and many others. As more established traditional
retail and manufacturing companies expand onto the Internet, we will
face greater competition which may result in reduced operating
margins, loss of market share and a diminished brand franchise.
Internet Solution
We have a good grasp of the main challenges facing the
retailing industry and we hope to be able to address those and
future challenges by adapting to the environment offered by the
Internet. We believe that the main advantages of an Internet
storefront, which we currently do not have any in operation nor
being developed, and of e-commerce in general, are:
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Attractive economics of the Internet storefront -- As an
Internet-only retailer, we are not constrained by the inherent
limitations of store- and catalog-based retailers. Internet
retailers enjoy structural economic advantages relative to
traditional retailers, including:
* low-cost and essentially unlimited shelf space;
* flexible advertising and affordable merchandising
opportunities;
* ability to hire fewer workers;
* ability to keep pace with a fast-growing customer base
by employing scaleable technology and systems; and
* ability to serve customers around the world from a
single, domestic location.
Customer Convenience and Satisfaction -- We believe that
greater customer convenience will result in increased sales. Online
customers will be able to purchase products 24 hours a day, seven
days a week from their homes or offices. This convenience will, we
believe, encourage consumers to purchase more items, enable them to
act on impulse and to easily find products that they have found
unattainable through traditional retailers.
Comprehensive Product Selections -- We hope to be able to
offer a broad range of products due to the low-cost and virtually
limitless shelf space of an Internet storefront. This we believe
will give us a significant advantage over traditional retailers,
which may find it economically and physically impractical to offer
such a large product range.
Low-Cost Manufacturer Distribution Channel -- We intend to
offer manufacturers "shelf space" within our proposed Internet
storefront with no up-front cost, unlike traditional retailers which
often charge suppliers for space within their stores or catalogs.
This has three significant benefits:
* we will earn better margins on certain products;
* manufacturers win additional shelf space without needing
to fund up-front costs; and
* customers are able to purchase products at a competitive
price.
Customer Service Availability -- Customers will benefit from
improved support, both before and after making a purchase, via
e-mail and telephone. Our proposed Internet storefronts will be
designed to allow customers to follow the progress of their orders,
and having the option to be notified when a desired back ordered
product is available for shipment.
Worldwide Customer Base -- We hope to be able to offer a
complete range of products to customers in domestic and
international, rural and urban locations. The worldwide nature of
the Internet allows customers to purchase products which are
unobtainable in their own local market.
1StopSale.Com Strategy
As our Internet domain name, 1stopsale.com, implies, we
plan to be a "web within the web" - a cluster of e-commerce web
sites that satisfy consumer needs so completely that the consumer
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feels little need to venture outside the 1stopsale.com banner.
Our objective is to become the first true Internet e-commerce
conglomerate through the following key strategies:
Building Brand Recognition -- We believe that building brand
recognition of our proposed Internet storefronts is critical to
attracting our customer base. Brand recognition starts with the
simplicity of our Internet domain name 1stopsale.com. The consumer
need make only one stop. 1stopsale.com. The consumer need remember
only one name when logging on to the Internet. 1stopsale.com. The
various marketing methods to accomplish this will include:
* developing strategic alliances with various Internet
content providers and web sites of interest;
* the use of general and direct marketing campaigns
through the Internet;
* the creation of a significant number of general and
specific "links" from other web sites to our proposed
Internet storefronts;
* the use of targeted non-Internet marketing programs with
the aim of generating sales from consumers and
businesses; and
* the creation of repeat business from customers through
the use of specialized programs, including
"personalization" features.
Promoting Repeat Business -- We intend to use a variety of
techniques to build customer loyalty and promote repeat buying.
These include providing comprehensive information about the products
we intend to sell, ensuring navigation of our proposed web sites is
efficient and includes the ability to search the entire product
range, the creation of personalized services and targeted
communications and promotions, and the immediate availability of
products.
Development of Strategic Relationships -- We intend to seek
strategic relationships and strategic marketing alliances with
popular portals, Internet access providers, search engines, high
traffic sites of interest, manufacturers, and technology providers
to enhance our proposed Internet storefronts' technology and product
assortment, build brand recognition and increase site traffic, and
consequently to gain access to online customers and subsequent
customer sales. In pursuing these relationships, we intend to seek
exclusive or semi-exclusive positioning for the sales of our
products on key screens of major Internet sites. The alliances will
include the creation of affiliate networks and linking programs.
Technology Focus and Expertise -- The Internet's ability to
make instant and low-cost changes to product lines and content
should enable us to:
* increase the effectiveness of our merchandising;
* personalize our customers' experiences; and
* increase the efficiency of our proposed operations.
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Systems and technologies will be developed by us with the aim
of personalizing the experience of visitors, both before and after
purchase. We will aim to develop compelling promotion programs
through the use of e-mail, newsletter and store advertising. We also
intend to use technology to reduce transaction costs and improve the
shopping experience of our customers. This will be achieved in the
following ways:
* customer service will be automated using e-mail
responses and online indicators of stock availability;
* improved product management will be achieved using
automation to update the merchandise databases, promote
particular product lines and provide links to product
reviews; and
* improving communications with suppliers through the
automation of purchasing, payment methods and accounting.
The 1StopSale.com Storefronts
In contrast to most existing e-commerce outlets, our Internet
storefront design will be developed to enable purchasers to buy from
a variety of products lines from differing departments at once,
using one purchase process. Other single-focus e-commerce outlets
require that the customer repeat the same purchase process for each
desired product category. Our customers will enter our proposed
Internet storefronts through www.1stopsale.com or through specific
sites with addresses that are both easy to remember and relevant to
the type of product we intend to offer. Examples include:
books.1stopsale.com, music.1stopsale.com, dvds.1stopsale.com,
pcs.1stopsale.com and macs.1stopsale.com.
All our e-commerce web sites will be designed to accommodate
new or returning customers who want to quickly purchase a particular
product at an attractive price and customers who have more casual
interests in browsing or information but who will hopefully become
regular customers. Satisfying both classes of visitors is a
challenge, but we believe web sites that accomplish this goal are in
a strong competitive position.
1stopsale.com proposed Internet storefronts will follow the
Internet commerce convention of the "shopping basket" which allows
customers to select and order multiple products without interrupting
the process of browsing and searching. The "shopping basket"
environment is a familiar one to experienced Internet shoppers and,
as its name suggests, is familiar and comfortable for new users.
At any time, customers may add or remove purchases from their
"basket", and the knowledge that they can browse and select a number
of products without committing to the purchases encourages them to
pick up and consider many products during their visit.
A customer who is ready to "check out" may review and finalize
the content of their "basket" before activating the button that
takes them to a secure server area. There, they enter their shipping
information and preferences. Returning customers may be relieved, if
they choose, of much of this task, because the server remembers
their personal information such as credit card numbers and shipping
addresses. We believe that most customers will use the secure server
to enter credit card information and receive confirmation of the
order and card verification. Some may opt to give this information
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by telephone. They will receive an order number to make only a brief
call necessary. We will also allow customers the option of ordering
and receiving product information by telephone at any time.
The order processing server will be designed to also keep
track of individual customer buying habits and preferences such as
brand and may invite customers to indicate if they wish to receive
newsletters and notification of special offers and promotions.
Customers who have placed orders receive e-mail confirmation
of the order, as well as e-mail updates as the order progresses
through processing and shipping.
Marketing and Promotion
Our marketing strategy is to promote, advertise and increase
our brand visibility with the aim of attracting more customers.
Multiple channels will be used, including:
* the development of strategic alliances with major portal
sites;
* advertising on leading Internet sites and other media
worldwide;
* developing our affiliate network and linking programs; and
* direct marketing.
We will use multiple marketing channels with the aim of
reducing reliance on any one source of customers, lowering customer
acquisition costs, and maximizing brand recognition.
Strategic Alliances -- We intend to pursue strategic
relationships in order to build our presence on the Internet,
increase our access to online customers, expand brand awareness, and
enhance the underlying technology of our proposed Internet
storefronts. In pursuing these relationships, we intend to seek
exclusive or semi-exclusive positioning for the sales of computer
related products on key pages of major Internet sites.
Online Advertising -- We intend to utilize numerous online
sales and marketing techniques to build brand recognition and drive
traffic to our proposed Internet storefronts. These techniques will
include banner advertising on various high-traffic Internet sites.
Such banner advertisements can be permanently displayed for
designated periods of time or displayed when a user searches for
information relating to certain keywords (e.g. "Steven King" or "the
Beatles").
Direct Marketing -- We believe that the Internet provides
additional opportunities for direct marketing to our customers
through a variety of mechanisms, and we will explore direct
marketing opportunities to target customers with customized offers
such as an e-mail newsletter, special product offers and preferred
customer offers.
Internet Linking -- We believe it is important to create as
many Internet "links" as possible to our proposed Internet
storefronts. We intend to use an aggressive linking program from
search engines, manufacturers' web sites, community, affinity and
personal home pages.
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Customer Service -- We believe the strength of our customer
support and service will play an important role in our ability to
establish long-term relationships with customers, encouraging repeat
visits and purchases. Customer support and service personnel are
responsible for handling general customer inquiries, answering
questions about the ordering process, and investigating the status
of orders, shipments and payments.
Distribution And Fulfillment
We do not carry any inventory and rely exclusively on third
party vendors for distribution and fulfillment (the "fulfillment
center"). We believe that this distribution strategy allows us to
offer extensive selection while avoiding the high costs and capital
requirements associated with owning and warehousing product
inventory and the significant operational effort associated with
same-day shipment.
Our distribution system will be based on our supplier's
fulfillment system. Typically, we transmit data to the fulfillment
center collected by our proposed Internet storefronts through a
secure network to ensure customer security and data integrity. The
fulfillment center picks, packs and ships customer orders and
charges us for merchandise, shipping and handling. We charge our
customers only after orders are shipped and verified through the
fulfillment center. Customer billing is expected to be performed
through a third-party credit card processor.
As of the date of this prospectus, we have not selected or
contracted with any suppliers to provide fulfillment services of the
goods that we intend to sell through our proposed Internet
storefronts. However, we have narrowed down several large
distribution and fulfillment facilities specializing in books,
entertainment and computer products but we do not intend to contract
with any single supplier until we are able to complete this offering.
Competition
The electronic commerce industry is new, rapidly evolving and
intensely competitive. Competition will likely intensify in the
future. Barriers to entry are minimal; current and new competitors
can launch sites at a relatively low cost. Each Internet storefront
will compete based upon its ability to:
* establish and maintain brand recognition and
trust-worthiness;
* attract and retain customers;
* maintain depth and breadth in product selection;
* accomplish low or competitive product pricing;
* provide educational and authoritative information; and
* provide responsive customer service.
Many of our current and potential competitors have longer
operating histories, larger customer or user bases, greater brand
recognition and significantly greater financial, marketing and other
resources. As the use of the Internet and other electronic services
grows, online retailers may be acquired by, receive investments
from, or enter into other commercial relationships with, larger,
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well-established and well-financed companies. Competitors have and
may continue to adopt aggressive polices with regard to pricing or
inventory availability. They also may devote substantially more
resources to web site and systems development than us. Increased
competition may result in reduced operating margins, loss of
market share and a diminished brand franchise. Industry
consolidation may also increase competition.
Intellectual Property
We claim common law trademark for our logo, corporate name,
and Internet storefronts - www.1stopsale.com, books.1stopsale.com,
music.1stopsale.com, dvds.1stopsale.com, pcs.1stopsale.com, and
macs.1stopsale.com.
Regulation of Our Business
We do not currently face 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 including content, network security,
encryption, 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 including 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.
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 these developments could have a material adverse effect on
our business, results of operations and financial condition.
Employees
Initially, our only employee will be William Tay, our
President, who anticipates spending approximately 15 hours per week
of his time to our affairs.
Management believes that our success will depend, in part,
upon our ability to attract and retain qualified employees,
technical consultants and management personnel. Competition for
qualified personnel in the industry in which we compete is intense.
We are unable to provide any assurance or guarantee that we will be
able to attract, integrate or retain sufficiently qualified
personnel. Our inability to retain additional qualified personnel in
the future could harm our business and operating results.
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Physical Facilities
For the time being, we use the office facilities of William
Tay, our President, in Philadelphia, Pennsylvania, on a rent free
basis as our place of business. The office consists of one room with
approximately 300 square feet and a telephone, and access to other
common areas which include the use of a fax machine and personal
computer. Our management does not intend to seek other office
arrangements unless and until our business requires more extensive
facilities, which is not anticipated in the foreseeable future.
MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following discussion and analysis should be read in
conjunction with our financial statements and the notes associated
with them contained elsewhere in this prospectus. This discussion
should not be construed to imply that the results discussed in this
prospectus will necessarily continue into the future or that any
conclusion reached in this prospectus will necessarily be indicative
of actual operating results in the future. The discussion represents
only the best present assessment of management.
Plan of Operations
We were only recently incorporated on October 5, 1999. We have
not commenced planned principal operations and we are considered a
development stage enterprise. We have no significant assets, no
active business operations and no results therefrom. To date, our
activities have been limited to organizational matters and the
preparation and filing of the registration statement of which this
prospectus is a part.
Our management's plan of operation for the next twelve months
is first to raise funds from this offering. If the offering is
successful, we intend to use the proceeds primarily to develop
several fully functional, interactive Internet books and music
retail web sites, acquiring computer and office equipment, and
provide operating capital during the start up period of operations.
Also during this time, we expect to hire several employees in the
areas of web designing, Windows NT network administration and a
computer programmer proficient in Microsoft's VisualBasic, ASP and
SiteServer Commerce technologies.
Inasmuch as there is no assurance that this offering will be
successful and that we will receive any net proceeds therefrom, we
have not entered into any contractual commitments and will not do so
unless and until the offering is completed. Therefore there is
absolutely no assurance that we will be able, with the proceeds of
this offering, to successfully commence proposed business
operations. At this time, no assurances can be given with respect to
the timing of commencement of operations or the length of time after
commencement that it will be necessary to fund operations from
proceeds of this offering.
Depending on the total amount raised in the offering, we
believe that the net proceeds from the offering will provide working
capital for one year after commencement of operations. However,
there is no assurance of this. If we are unsuccessful, investors
will have lost their money and we will not attempt to pursue further
efforts with respect to such business, and it is unlikely we would
have the financial ability to do so in any event. Instead management
will call a shareholders meeting to decide whether to liquidate the
company or what direction we will pursue, if any. However, we
presently have no plans, commitments or arrangements with respect
26
<PAGE>
to any other potential business venture and there is no assurance
we could become involved with any other business venture,
especially any business venture requiring significant capital.
Liquidity and Capital Resources
Presently our liquid resources are not sufficient to pay all
of the costs of this offering. We are dependent on completing this
offering successfully in order to obtain the funding necessary to
implement our business plan described above. Our auditors have
issued a "going concern" opinion in Note 5 of our audited financial
statements which forms a part of this prospectus, indicating that we
were recently organized, have incurred losses since inception and
have not yet been successful in establishing profitable operations.
We have accumulated $1,606 in losses since inception through March
31, 2000, as indicated in our interim financial statements. These
factors raise substantial doubt in our ability to continue as a
going concern. If we are unable to raise the funds in this offering
during the next twelve months, we will not remain as a viable going
concern and investors may lose their entire investment.
To the extent we are able to obtain substantial capital for
our use and purposes from this offering, we will be able to move out
of the planning stage and proceed with implementing our business plan.
LEGAL MATTERS
The validity of the shares offered under this prospectus is
being passed upon for us by Hoge Carter Holmes PLLC, Attorneys and
Counselors, Hampton Court, Suite 600, 4311 Oaklawn, Dallas, Texas
75219.
EXPERTS
The financial statements of 1STOPSALE.COM HOLDINGS INC. for
the period from inception on October 5, 1999 through November 30,
1999, included in this prospectus have been examined by Pritchett,
Siler & Hardy, P.C., independent certified public accountants, as
indicated in their report, and are included in this prospectus in
reliance on the report given upon the authority of that firm as
experts in accounting and auditing.
AVAILABLE INFORMATION
We filed a registration statement on Form SB-2 with the United
States Securities and Exchange Commission, under the Securities Act
of 1933, covering the securities in this offering. As permitted by
rules and regulations of the Commission, this prospectus does not
contain all of the information in the registration statement. For
further information regarding both 1STOPSALE.COM HOLDINGS INC. and
the securities in this offering, we refer you to the registration
statement, including all exhibits and schedules, which may be
inspected without charge at the public reference facilities of the
Commission's Washington, D.C. office, 450 Fifth Street, N.W.,
Washington, D.C. 20549. Copies may be obtained upon request and
payment of prescribed fees.
27
<PAGE>
As of the date of this prospectus, we became subject to the
information requirements of the Securities Exchange Act of 1934.
Accordingly, we will file reports and other information with the
Commission. These materials will be available for inspection and
copying at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549, and at the following regional offices of the Commission: New
York Regional Office, 75 Park Place, New York, New York 10007;
Chicago Regional Office, 500 West Madison Street, Chicago, Illinois
60661. Copies of the material may be obtained from the public
reference section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. The Commission
maintains an Internet Web site located at http://www.sec.gov that
contains reports, proxy and information statements and other
information regarding issuers that file reports electronically with
the Commission. The site is accessible by the public through any
Internet access service provider.
Copies of our Annual, Quarterly and other Reports filed with
the Commission, starting with the Quarterly Report for the first
quarter ended after the date of this prospectus (due 45 days after
the end of the quarter) will also be available upon request, without
charge, by writing 1STOPSALE.COM HOLDINGS INC., 1422 Chestnut
Street, Suite 410, 4th Floor, Philadelphia, PA 19102-2510.
[THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
28
<PAGE>
FINANCIAL STATEMENTS
Index to Financial Statements
<TABLE>
<CAPTION>
Page
----
<S> <C>
Unaudited Balance Sheet dated March 31, 2000 ........................... F-2
Unaudited Statement of Operations for the
four months ended March 31, 2000 and the
Period From Inception (October 5, 1999) to
March 31, 2000 ....................................................... F-3
Unaudited Statement of Cash Flows for the
four months ended March 31, 2000 and the
Period From Inception (October 5, 1999) to
March 31, 2000 ....................................................... F-4
Notes to Financial Statements .......................................... F-5
Independent Auditors' Report dated December 7, 1999 .................... F-8
Balance Sheet dated November 30, 1999 .................................. F-9
Statement of Operations for the Period From Inception (October 5,
1999) to November 30, 1999 ........................................... F-10
Statement of Stockholders' Equity for the Period From Inception
(October 5, 1999) to November 30, 1999 ............................... F-11
Statement of Cash Flows for the Period From Inception (October 5,
1999) to November 30, 1999 ........................................... F-12
Notes to Financial Statements .......................................... F-13 - F-15
F-1
<PAGE>
1STOPSALE.COM HOLDINGS INC.
[A Development Stage Company]
(Unaudited)
BALANCE SHEET
ASSETS
March 31,
2000
-------------
CURRENT ASSETS:
Cash in bank $ 9,997
-------------
Total Current Assets 9,997
-------------
$ 9,997
=============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable - related party $ 103
-------------
Total Current Liabilities 103
-------------
STOCKHOLDERS' EQUITY:
Preferred stock, $.001 par value,
500,000 shares authorized,
0 shares issued and outstanding -
Common stock, $.001 par value,
50,000,000 shares authorized,
11,500,000 shares issued
and outstanding 11,500
Capital in excess of par value -
Deficit accumulated during the
development stage (1,606)
-------------
Total Stockholders' Equity 9,894
-------------
$ 9,997
=============
The accompanying notes are an integral part of this financial
statement.
F-2
<PAGE>
</TABLE>
<TABLE>
1STOPSALE.COM HOLDINGS INC.
[A Development Stage Company]
(Unaudited)
STATEMENT OF OPERATIONS
<CAPTION>
Four Months From Inception
Ended on October 5,
March 31, 1999 Through
2000 March 31, 2000
------------- --------------
<S> <C> <C>
REVENUE $ - $ -
EXPENSES
General and Administrative (1,503) (1,606)
------------ ------------
LOSS BEFORE INCOME TAXES (1,503) (1,606)
CURRENT TAX EXPENSE - -
DEFERRED TAX EXPENSE - -
------------
NET LOSS $ (1,503) $ (1,606)
============ ============
LOSS PER COMMON SHARE $ (.00) $ (.00)
============ ============
</TABLE>
The accompanying notes are an integral part of this financial
statement.
F-3
<PAGE>
<TABLE>
1STOPSALE.COM HOLDINGS INC.
[A Development Stage Company]
(Unaudited)
STATEMENT OF CASH FLOWS
NET INCREASE (DECREASE) IN CASH
<CAPTION>
Four Months From Inception
Ended on October 5,
March 31, 1999 Through
2000 March 31, 2000
------------- --------------
<S> <C> <C>
Cash Flows to Provided by Operating Activities:
Net loss $ (1,503) $ (1,606)
Adjustments to reconcile net loss to
net cash used by operating activities:
Changes is assets and liabilities:
Increase in accounts payable related party - 103
------------- --------------
Net Cash Provided (Used) by Operating Activities (1,503) (1,503)
------------- --------------
Cash Flows Provided by Investing Activities - -
------------- --------------
Net Cash Provided by Investing Activities - -
------------- --------------
Cash Flows Provided by Financing Activities:
Proceeds from issuance of common stock - 11,500
------------- --------------
Net Cash Provided by Financing Activities - 11,500
------------- --------------
Net Increase (decrease) in Cash (1,503) (1,503)
Cash at Beginning of Period 11,500 11,500
------------- --------------
Cash at End of Period $ 9,997 $ 9,997
============= ==============
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest $ - $ -
Income taxes $ - $ -
Supplemental Schedule of Noncash Investing and Financing Activities: None None
</TABLE>
The accompanying notes are an integral part of this financial
statement.
F-4
<PAGE>
1STOPSALE.COM HOLDINGS INC.
Notes to Financial Statements
Basis of Presentation
The accompanying unaudited financial statements have been prepared
in accordance with generally accepted accounting principles for
interim financial information and with the instructions incorporated
in Regulation S-B, Item 310(g) of the Securities and Exchange
Commission, which contemplate continuation of the Company as a going
concern. However, the Company was only recently formed, has incurred
losses since its inception and has not yet been successful in
establishing profitable operations. These factors raise substantial
doubt about the ability of the Company to continue as a going
concern. In this regard, management is proposing to raise any
necessary additional funds not provided by operations through
additional sales of its common stock. There is no assurance that the
Company will be successful in raising this additional capital or
achieving profitable operations. The financial statements do not
include any adjustments that might result from the outcome of these
uncertainties. In addition, they do not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring
adjustments and accruals) considered necessary for a fair
presentation have been included.
The results of operations for the periods presented are not
necessarily indicative of the results to be expected for the full
year. The accompanying financial statements should be read in
conjunction with the Company's financial statements for the period
ended November 30, 1999.
Basic loss per share was computed using the weighted average number
of common shares outstanding.
F-5
<PAGE>
1STOPSALE.COM HOLDINGS INC.
[A Development Stage Company]
FINANCIAL STATEMENTS
NOVEMBER 30, 1999
PRITCHETT, SILER & HARDY, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
F-6
<PAGE>
<TABLE>
1STOPSALE.COM HOLDINGS INC.
[A Development Stage Company]
<CAPTION>
CONTENTS
Page
----
<S> <C>
- Independent Auditors' Report 1
- Balance Sheet November 30, 1999 2
- Statement of Operations, for the period from inception
on October 5, 1999 through November 30, 1999 3
- Statement of Stockholders' Equity, from inception
on October 5, 1999 through November 30, 1999 4
- Statement of Cash Flows, for the period from inception
October 5, 1999 through November 30, 1999 5
- Notes to Financial Statements 6-8
</TABLE>
F-7
<PAGE>
PRITCHETT, SILER & HARDY, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
430 EAST 400 SOUTH
SALT LAKE CITY, UTAH 84111
(801) 328-2727 - FAX (801) 328-1123
INDEPENDENT AUDITORS' REPORT
Board of Directors
1STOPSALE.COM HOLDINGS INC.
Philadelphia, PA
We have audited the accompanying balance sheet of 1StopSale.com
Holdings Inc. [a development stage company] at November 30, 1999 and
the related statement of operations, stockholders' equity and cash
flows for the period from inception on October 5, 1999 through
November 30, 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 audits 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 disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements audited by us present
fairly, in all material respects, the financial position of
1StopSale.com Holdings Inc. [a development stage company] as of
November 30, 1999 and the results of its operations and its cash
flows for the period from inception on October 5, 1999 through
November 30, 1999 in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming
that 1StopSale.com Holdings Inc. will continue as a going concern.
As discussed in Note 5 to the financial statements, 1StopSale.com
Holdings Inc. was only recently formed, has incurred losses since
its inception and has not yet been successful in establishing
profitable operations, raising substantial doubt about its ability
to continue as a going concern. Management's plans in regards to
these matters are also described in Note 5. The financial statements
do not include any adjustments that might result from the outcome of
these uncertainties.
PRITCHETT, SILER & HARDY, P.C.
December 7, 1999
Salt Lake City, Utah
F-8
<PAGE>
1STOPSALE.COM HOLDINGS INC.
[A Development Stage Company]
BALANCE SHEET
ASSETS
November 30,
1999
-------------
CURRENT ASSETS:
Cash in bank $ 11,500
-------------
Total Current Assets 11,500
-------------
$ 11,500
=============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable - related party $ 103
-------------
Total Current Liabilities 103
-------------
STOCKHOLDERS' EQUITY:
Preferred stock, $.001 par value,
500,000 shares authorized,
0 shares issued and outstanding -
Common stock, $.001 par value,
50,000,000 shares authorized,
11,500,000 shares issued
and outstanding 11,500
Capital in excess of par value -
Deficit accumulated during the
development stage (103)
-------------
Total Stockholders' Equity 11,397
-------------
$ 11,500
=============
The accompanying notes are an integral part of this financial
statement.
-2-
F-9
<PAGE>
<TABLE>
1STOPSALE.COM HOLDINGS INC.
[A Development Stage Company]
STATEMENT OF OPERATIONS
<CAPTION>
From Inception
on October 5,
1999 Through
November 30, 1999
-----------------
<S> <C>
REVENUE $ -
EXPENSES
General and Administrative (103)
------------
LOSS BEFORE INCOME TAXES (103)
CURRENT TAX EXPENSE -
DEFERRED TAX EXPENSE -
------------
NET LOSS $ (103)
============
LOSS PER COMMON SHARE $ (.00)
============
</TABLE>
The accompanying notes are an integral part of this financial
statement.
-3-
F-10
<PAGE>
<TABLE>
1STOPSALE.COM HOLDINGS INC.
[A Development Stage Company]
STATEMENT OF STOCKHOLDERS' EQUITY
FROM THE DATE OF INCEPTION ON OCTOBER 5, 1999
THROUGH NOVEMBER 30, 1999
<CAPTION>
Deficit
Accumulated
Preferred Stock Common Stock Capital in During the
--------------------- --------------------- Excess of Development
Shares Amount Shares Amount Par Value Stage
----------- --------- ----------- --------- ---------- -----------
<S> <C><C> <C> <C> <C> <C>
BALANCE, October 5, 1999 - $ - - $ - $ - $ -
Issuance of 11,500,000
shares common stock for
cash at $.001 per share,
October, 1999 - - 11,500,000 11,500 - -
Net loss for the period ended
November 30, 1999 - - - - - (103)
----------- --------- ----------- --------- ---------- -----------
BALANCE, November 30
1999 - - 11,500,000 11,500 - (103)
=========== ========= =========== ========= ========== ===========
</TABLE>
The accompanying notes are an integral part of this financial
statement.
-4-
F-11
<PAGE>
<TABLE>
1STOPSALE.COM HOLDINGS INC.
[A Development Stage Company]
STATEMENT OF CASH FLOWS
NET INCREASE (DECREASE) IN CASH
<CAPTION>
From Inception
on October 5,
1999 Through
November 30, 1999
-----------------
<S> <C>
Cash Flows to Provided by Operating Activities:
Net loss $ (103)
Adjustments to reconcile net loss to
net cash used by operating activities:
Changes is assets and liabilities:
Increase in accounts payable related party 103
------------
Net Cash Provided (Used) by Operating Activities -
------------
Cash Flows Provided by Investing Activities -
------------
Net Cash Provided by Investing Activities -
------------
Cash Flows Provided by Financing Activities:
Proceeds from issuance of common stock 11,500
------------
Net Cash Provided by Financing Activities 11,500
------------
Net Increase in Cash 11,500
Cash at Beginning of Period -
------------
Cash at End of Period $ 11,500
============
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest $ -
Income taxes $ -
Supplemental Schedule of Noncash Investing and
Financing Activities:
For the period ended November 30, 1999:
None
</TABLE>
The accompanying notes are an integral part of this financial
statement.
-5-
F-12
<PAGE>
1STOPSALE.COM HOLDINGS INC.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - 1StopSale.com Holdings Inc. (the Company) was
organized under the laws of the State of Delaware on October 5,
1999. The Company has not commenced planned principal operations and
is considered a development stage company as defined in SFAS No. 7.
The Company is planning to engage in building a network of Internet
based retail operating companies, joint ventures, strategic
alliances and partnerships. The Company has, at the present time,
not paid any dividends and any dividends that may be paid in the
future will depend upon the financial requirements of the Company
and other relevant factors.
Organization Costs - Organization costs, which reflects amounts
expended to organize the Company, amounted to $103 and were expensed
during the period ended November 30, 1999.
Loss Per Share - The computation of loss per share is based on the
weighted average number of shares outstanding during the period
presented in accordance with Statement of Financial Accounting
Standards No. 128, "Earnings Per Share". [See Note 6]
Cash and Cash Equivalents - For purposes of the statement of cash
flows, the Company considers all highly liquid debt investments
purchased with a maturity of three months or less to be cash
equivalents.
Accounting Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, the disclosures of
contingent assets and liabilities at the date of the financial
statements, and the reported amount of revenues and expenses during
the reported period. Actual results could differ from those estimated.
Recently Enacted Accounting Standards - SFAS No. 130, "Reporting
Comprehensive Income", SFAS No. 131, "Disclosures about Segments of
an Enterprise and Related Information", SFAS No. 132, "Employer's
Disclosure about Pensions and Other Postretirement Benefits", SFAS
No. 133, "Accounting for Derivative Instruments and Hedging
Activities", and SFAS No. 134, "Accounting for Mortgage-Backed
Securities..." were recently issued. SFAS No. 130, 131, 132, 133 and
134 have no current applicability to the Company or their effect on
the financial statements would not have been significant.
NOTE 2 - CAPITAL STOCK
Preferred Stock - The Company has authorized 500,000 share of
preferred stock, $.001 par value, with such rights, preferences and
designations and to be issued in such series as determined by the
Board of Directors. No shares are issued and outstanding at November
30, 1999.
Common Stock - During October 1999, in connection with its
organization, the Company issued 11,500,000 shares of its previously
authorized, but unissued common stock. The shares were issued for
cash of $11,500 (or $.001 per share).
F-13
<PAGE>
NOTE 3 - INCOME TAXES
The Company accounts for income taxes in accordance with Statement
of Financial Accounting Standards No. 109 "Accounting for Income
Taxes". FASB 109 requires the Company to provide a net deferred tax
asset/liability equal to the expected future tax benefit/expense of
temporary reporting differences between book and tax accounting
methods and any available operating loss or tax credit
carryforwards. At November 30, 1999 there were no material deferred
tax assets or liabilities, current or deferred tax expense, or net
operating loss carryforwards.
NOTE 4 - RELATED PARTY TRANSACTIONS
Management Compensation - As of November 1999, the Company has not
paid any compensation to any officer or director of the Company.
Office Space - The Company has not had a need to rent office space.
An officer/shareholder of the Company is allowing the Company to use
his/her offices as a mailing address, as needed, at no expense to
the Company.
Accounts Payable - Related Party - During October 1999, an
officer/shareholder of the Company paid organizational costs in the
amount of $103 on behalf of the Company. The Company recorded a
related party accounts payable in the amount of $103.
NOTE 5 - GOING CONCERN
The accompanying financial statements have been prepared in
conformity with generally accepted accounting principles, which
contemplate continuation of the Company as a going concern. However,
the Company was only recently formed, has incurred losses since its
inception and has not yet been successful in establishing
profitable operations. These factors raise substantial doubt about
the ability of the Company to continue as a going concern. In this
regard, management is proposing to raise any necessary additional
funds not provided by operations through additional sales of its
common stock. There is no assurance that the Company will be
successful in raising this additional capital or achieving
profitable operations. The financial statements do not include any
adjustments that might result from the outcome of these
uncertainties.
NOTE 6 - LOSS PER SHARE
The following data shows the amounts used in computing loss per share:
<TABLE>
<CAPTION>
From Inception
on October 5,
1999 Through
November 30, 1999
-----------------
<S> <C>
Loss from continuing operations
available to common shareholders
(numerator) $ (103)
============
Weighted average number of
common shares outstanding used
in loss per share for the period
(denominator) 11,500,000
============
</TABLE>
F-14
<PAGE>
NOTE 7 - SUBSEQUENT EVENTS
Proposed Public Offering of Common Stock - The Company is proposing
to make a public offering of 5,000,000 shares of its previously
authorized but unissued common stock. The Company plans to file a
registration statement with the United States Securities and
Exchange Commission on Form SB-2 under the Securities Act of 1933.
An offering price of $.20 per share has been arbitrarily been
determined by the Company. The offering will be managed by the
Company without any underwriter. The Company plans to have officers
of the Company sell the shares without any discounts or other
commissions.
[THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
F-15
<PAGE>
EXHIBIT A
---------
1STOPSALE.COM 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 1STOPSALE.COM HOLDINGS INC.,
hereby subscribes for the purchase of the number of Common Shares indicated
below (minimum of five hundred shares) of 1STOPSALE.COM HOLDINGS INC.,
at a purchase of $0.20 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 ($0.20/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) ( ) _________________________
<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: _____________________
Signature: ___________________________________
MAIL TO:
1STOPSALE.COM HOLDINGS INC.
1422 Chestnut Street
Suite 410, 4th Floor
Philadelphia, Pennsylvania 19102
Telephone: 215-569-9175
Facsimile: 215-569-4710
-------------------------------------------------------------------------------
FOR OFFICE USE ONLY:
Date Received: ________________________________________________
Date Accepted/Rejected ________________________________________
Subscriber's Check Amount: _______________________
Check No. ___________________ Date Check ________________
Deposited ________________________________
MR #________________
<PAGE>
No dealer, salesperson or any other person is authorized to give any
information or to make any representations in connection with this
prospectus and, if given or made, such information or
representations must not be relied upon as having been authorized by
us. This prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any security other than the
securities offered by this prospectus, or an offer to sell or
solicitation of an offer to buy any securities by anyone in any
jurisdiction in which such offer or solicitation is not authorized
or is unlawful. The delivery of this prospectus shall not, under any
circumstances, create any implication that the information herein is
correct as of any time subsequent to the date of the prospectus.
[LOGO 1STOPSALE.COM]
1STOPSALE.COM HOLDINGS INC.
5,000,000 Shares
Common Stock
$0.20 Per Share
--------------
PROSPECTUS
--------------
1STOPSALE.COM HOLDINGS INC.
1422 Chestnut Street
Suite 410, 4th Floor
Philadelphia, PA 19102-2510
(215) 569-9175
August 14, 2000
