U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
STRATEGIC PARTNERS, INC.
(Name of small business issuer in its charter)
Wyoming (state of Incorporation)
6199 (Primary Standard Industrial Classification Code
Number)
77-0494696 (IRS Employer ID No.)
SEC File No. 333-95485
3525 Sunset Lane
Oxnard, CA 93035
805-984-0821
(Address and telephone number of registrant's principal
executive
offices and principal place of business)
Frank J. Weinstock
3525 Sunset Lane
Oxnard, CA 93035
805-984-0821
(Name, address and telephone number of agent for service)
Copies to:
David Lilly
Lance Kerr Law Office
8833 Sunset Blvd. Suite 200
West Hollywood, Calif. 90069
310-289-4947
Approximate date of proposed sale to the public: As soon
as practicable after the Registration Statement becomes
effective.
If this form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities
Act, check the following box and list the Securities Act
registration statement number for the same offering. [ ]
If this form is a post-effective amendment filed pursuant
to Rule 462(c) under the Securities Act, check the following box
and list the Securities Act registration statement number of the
earlier effective registration statement the same offering. [ ]
If this form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement the same offering [ ]
If delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following box [ ]
The registrant hereby amends this registration statement on
such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that
this registration statement shall thereafter become effective in
accordance with section 8(a) of the Securities Act of 1933 or until the
registration statement shall become effective on such date as the Commission
acting pursuant to said section 8(a) may determine.
Calculation of Registration Fee
<TABLE>
<CAPTION>
Proposed
Proposed Maximum
Title of Each Class Maximum Aggregate
Amount of
of Securities to be Amount to be Offering Price Offering
Registration
Registered(1) Registered (1) Per Unit(1) Price(2)
Fee
- -----------------------------------------------------------------
- ---------
<S> <C> <C> <C>
<C>
Units (1) 300 $ 2,000 $600,000
$167.00
</TABLE>
- -----------------------------------------------------------------
- ---------
(1) A Unit consists of 1,000 shares of common stock, par value
$0.001.
(2) Estimated solely for the purpose of computing the amount of
the registration fee pursuant to Rule 457(a) under the Securities Act
of 1933.
----------------
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment that specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933, or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to such Section 8(a), may determine.
PROSPECTUS
STRATEGIC PARTNERS, INC.
Initial Public Offering
300 units consisting of 1,000 shares of common Stock each at the
rate of $ 2,000 per unit.
Strategic Partners, Inc. is a development stage company
without significant assets or business. It was
formed to engage in the business of providing consulting services
to companies with respect to finance, mergers, acquisitions, raising
capital in the public markets and marketing on the internet. The offering
is on a best efforts basis. The offering will be sold by our officers
and directors acting as agents. There is no minimum of amount of
shares that must be sold. There is currently no market for the
shares The termination date for the offering is 8/15/2000.
Securities offered hereby involve a high degree of
risk. These securities have not been approved or disapproved
by the Securities and Exchange Commission nor has the
Commission passed upon the accuracy or adequacy of
this prospectus. Any representation to the contrary is a
criminal offense.
These securities offered hereby involve a high degree
of risk. See "RISK FACTORS" on page 3.
Table of Contents
Summary of the Offering.........................................1
Risk Factors....................................................2
Use of Proceeds.................................................3
Determination of Offering Price.................................4
Dilution .......................................................4
Plan of Distribution ...........................................5
Legal Proceedings ..............................................5
Directors and Officers..........................................5
Principal Stockholders .........................................8
Description of Securities ......................................9
Transfer Agent..................................................9
Reports to Stockholders.........................................9
Interest of Named Experts and Counsel...........................9
Disclosure of Commission Position of
Indemnification for Securities Act Liabilities...............10
Organization Within Last Five Years............................10
Description of Business........................................10
Management's Discussion and Analysis of the
Plan of Operation............................................12
Description of Property........................................12
Certain Relationships and Related Transactions.................12
Market for Common Equity and Related
Stockholder Matters..........................................12
Executive Compensation.........................................13
Financial Statements..................................F-1 to F-13
Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure .........................14
SUMMARY OF THE OFFERING
Strategic Partners, Inc. was incorporated in 1998 for the
purpose of engaging in investment banking and providing financial consulting
services to businesses and individuals. Since incorporation our officers
and directors have been to engaged in research as to how best to
market our services in the financial services industry and to raise money
to open offices and conduct business.
OFFERING OF UNITS
Units Offered - 300
Minimum Number of Units to be Sold - No Minimum
Maximum Number of Units to be Sold - 300
Minimum/Maximum Number of Units to be Sold to
Each Purchaser - One (unless more are allowed
in our discretion)
Units consist of 1,000 shares of common stock
Unit Price - $ 2,000
Shares Outstanding Prior to Offering - 569,000
Shares Outstanding after Offering if all sold - 869,000
Use Of Proceeds:
Legal
Administrative Assistant & Secretarial
Marketing & Travel Expense
Facilitate Strategic Alliance Group
Design & Printing
Office Leasehold
Shareholder Releases - Mail
General Mail - Incl. Courier Services
Phones/Fax/Internet
Public/Investor Relations
Office Equipment; lease/purchase
Financial Conferences/Seminars
Advertising & Brochures
Website Design and Hosting
Accounting
THE COMPANY
We are organized as a Wyoming corporation named Strategic
Partners, Inc. Our offices are located at 3525 Sunset Lane, Oxnard,
California. The telephone is 805-984-0821.
RISK FACTORS:
We have had losses since inception and such losses are
expected to continue for the foreseeable future. We were incorporated in
September of 1998. Since that time we have worked on raising operating
funds and developing plans to market our services utilizing the
internet. We have experienced losses to date as funds available have not
been sufficient to operate in a profitable manner. We believe we have
a viable plan of operation and can generate profits if we have
sufficient working capital. The risk to investors is that if we are not
able to generate sufficient working capital from this offering it
will become difficult to market our services and obtain clients.
We are Dependent Upon Key Personnel and Affiliates. We are
highly dependent on the services of Frank J. Weinstock, our President
and CEO. Mr. Weinstock has signed a five year management
contract beginning in October of 1999. Under this contract Mr.
Weinstock is to be paid an annual salary of $ 150,000. In
addition he is to be reimbursed for reasonable business
expenses. Our ability to pay Mr. Weinstock and related
persons is a risk of investing in the Company.
We may not be able to successfully implement our
business plan. The success of the business plan is
highly dependent on the success of the offering of
units hereunder. If the offering is fully sold
we will be able to operate for a period
of twelve months without additional capital. If
less than the full offering is sold our ability
to operate will be hampered. At a minimal level
of funding we will be able to open an
office and hire two or more employees. We
will began our sales efforts and attempt to generate
fee income. The more capital raised the greater is our ability to
generate fee business. If the offering is fully funded we can
hire additional sales persons and support staff that will
attract more business.
ADDITIONAL INFORMATION
We have filed with the Securities and Exchange Commission in
Washington, D.C., a registration statement under the
Securities Act of 1933, as amended, with respect to the common
stock offered by this prospectus. For further information with respect to our
company and the common stock offered hereby, reference is made to the
registration statement and the exhibits listed in the registration statement.
The registration statement may be examined at the Public Reference
Room of the Securities and Exchange Commission at 450 Fifth Street, N.W.
Washington, D.C. 20549, and copies may be obtained upon payment of the
prescribed fees.
We are an electronic filer, and the Securities and Exchange
Commission maintains a web site that contains reports, proxy and information
statements and other information regarding registrants that file
electronically with the Commission. The address of the SEC website is
http://www.sec.gov. To find information go to Edgar Archives and
search under the Registrant name (Strategic Partners, Inc.) or
CIK number (1100313).
We will file reports with the Securities and Exchange Commission
and intend to furnish shareholders with annual reports containing
financial statements audited by independent public or certified accountants
and such other periodic reports as it may deem appropriate or as
required by law.
USE OF PROCEEDS
The use of proceeds will be disbursed for organizational and
marketing efforts. The offering is on a "best efforts" basis. If no funds
are received we will have no proceeds to spend. We reserve the right to
expend funds as received.
The following table sets forth the uses of proceeds if only
10% of the offering is sold. At this level the total funds
available would be equal to $ 60,000
USE OF PROCEEDS EQUAL TO 10% OF OFFERING:
Legal $ 5,000
Administrative Assistant & Secretarial 4,000
Marketing & Travel Expense 6,000
Facilitate Strategic Alliance Group 2,000
Design & Printing 2,000
Office Leasehold 6,000
Misc. Supplies 3,000
Shareholder Releases - Mail 2,000
General Mail - Incl. Courier Services 2,000
Phones/Fax/Internet 3,000
Public/Investor Relations 9,000
Office Equipment; lease/purchase 5,000
Financial Conferences/Seminars 3,000
Advertising & Brochures 2,000
Website Design and Hosting 4,000
Accounting 2,000
__________
$ 60,000
USE OF PROCEEDS EQUAL TO 50% OF OFFERING:
Legal $ 25,000
Administrative Assistant & Secretarial 25,000
Marketing & Travel Expense 33,000
Facilitate Strategic Alliance Group 7,000
Design & Printing 7,000
Office Leasehold 30,000
Misc. Supplies 20,000
Shareholder Releases - Mail 4,000
General Mail - Incl. Courier Services 4,000
Phones/Fax/Internet 15,000
Public/Investor Relations 45,000
Office Equipment; lease/purchase 25,000
Financial Conferences/Seminars 20,000
Advertising & Brochures 13,000
Website Design and Hosting 22,000
Accounting 5,000
__________
$ 300,000
USE OF PROCEEDS IF ALL UNITS ARE SOLD:
Legal $ 55,000
Administrative Assistant & Secretarial 53,000
Marketing & Travel Expense 66,000
Facilitate Strategic Alliance Group 23,000
Design & Printing 14,000
Office Leasehold 60,000
Misc. Supplies 30,000
Shareholder Releases - Mail 8,000
General Mail - Incl. Courier Services 8,000
Phones/Fax/Internet 30,000
Public/Investor Relations 90,000
Office Equipment; lease/purchase 55,000
Financial Conferences/Seminars 30,000
Advertising & Brochures 25,000
Website Design and Hosting 44,000
Accounting 9,000
__________
$ 600,000
DETERMINATION OF OFFERING PRICE
We have arbitrarily determined the
offering price of the units.
DILUTION
This offering involves a dilution of net tangible book value
to the existing shareholders. Assuming the maximum amount of
units offered are sold the following table shows the dilution
to persons who purchase to this offering.
<TABLE>
<S>
<C>
Assumed initial public offering
price per share................................. $ 2.00
Pro forma net tangible book
value per share as of Dec.31, 1999............... $ 0.04
Pro forma increase
attributable to new investors................... $.0.57
Pro forma net tangible book value per
share after the offering....................... $ 0.61
Pro forma dilution per share to new
investors...................................... $ 1.39
</TABLE>
The following table summarizes the total number of shares of
common stock purchased from us, the total consideration paid to us and the
average price per share paid by existing stockholders and by new investors,
in each case based upon the number of shares of common stock outstanding as of
December 31, 1999.
<TABLE>
<CAPTION>
Shares Purchased Total Consideration
Average Price
Number Percent Amount Percent Per Share
<S> <C> <C> <C> <C> <C>
Existing stockholders...569,000 65.5% $ 569,000 48.6 % $ 1.00
New investors...........300,000 34.5% $ 600,000 51.4 % $ 2.00
---------- -------- --------- --------
Total 869,000 100.0% $ 1,169,000 100.0%
======= ====== =========== =======
</TABLE>
PLAN OF DISTRIBUTION
We plan to distribute the shares on a "best efforts"
basis utilizing our officers and directors. In doing so we
will rely on Exchange Act Rule 3a4-1 which permits
officers and directors to sell without registering as
brokers/dealers. We plan to offer the securities on the company
website. If offered on the website the announcement will be
limited to information of a general nature. The offer will be
made via the prospectus which may be transmitted by
email or sent by mail in printed form. No company has been
engaged as an underwriter. We may hire broker/dealers to sell all
or a portion of the offering. In such event we will cease all
marketing efforts by our officers and directors and will file a
post-effective amendment to indicate that this change in the plan
of distribution.
LEGAL PROCEEDINGS
There are no legal proceedings pending against us.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The following persons are our officers and directors:
Frank J. Weinstock, Director, President and Chief Executive
Officer
Frank J. Weinstock, age 62, is the founder of Strategic
Partners, Inc. Mr. Weinstock has served as President and Chief
Executive Officer of our company since founded in Sept.,1998.
From 1989 to 1998 Mr. Weinstock worked as an independent analyst and
consultant providing corporate structuring, reorganizations,
mergers/acquisitions and other sophisticated services
including financial development. Mr. Weinstock's forte has been
exclusively centered around fast pace growth companies in corporate America.
From 1982 to 1988 he served as Chief Financial Officer of Diversified
Technology, Inc., an international company in the business of licensing
intellectual property of advanced medical products, consisting of
bio-compatible osteogenic polymers (BOP), exported from the Soviet Union
to the western free world. From 1978 to 1982 he served as Chief Operating
Officer of Western Gold'n Gas Company engaged in the business of developing
natural gas fields by drilling company owned acreage in partnership with
major national and international conglomerates. From 1974 to 1978 he was
instrumental and responsible for the development and promotional activities
of Greenwich Pharmaceutical, a public company, pka, Strategic Medical
Research Corp.(SMRC) 1969 to 1990, President of J.J.Weinstock Agency, Inc.
an independent insurance agency and large brokerage facility.
It was during these formidable years that Mr. Weinstock
successfully created, integrated and combined insurance with securities
complimenting large estate planning services, much before the advent of
"Universal Life". From 1962 to 1969 he specialized in Fire, Property &
Casualty Insurance manuscripting forms for large commercial and industrial
organizations. He also packaged and combined comprehensive
personal lines insurance. During Mr. Weinstock's twenty-nine year tenure, he
specialized in aviation (FBO'S), medical malpractice and tailoring unique
disability coverages for high profile medical practitioners, while designing
sophisticated estate planning techniques. Due to Mr. Weinstock's
other business and financial interests in broadening his corporate
horizons the insurance business was sold.
Gerald Bench, Director and Chief Financial Officer.
Gernald Bench, age 59, from 1996 to Present was the President
and Chief Executive Officer of BFT Holding Co., Inc. BFT owns
all the stock of Hadley Fruit Orchard's, Inc.a company engaged in
operating airport and hotel gift shops. March 1995 to November
1996, Chief Operating Officer, Hadley Fruit Orchard's Inc., Cabazon,
California. a specialty retail/direct mail marketer of food products.
November, 1993 - March, 1995, Partner, InterCap Marine & Aviation Group
InterCap Enterprises, Inc., Spring Lake, NJ. Intercap provided financial
services, business evaluation, and merger and acquisition services.
From June 1990-November 1993 Mr. Bench served as CEO/President
of TDG Aerospace Inc., Pleasanton, California, an aerospace company
which specialized in anti-icing systems for aircraft. From April 1989
to April 1990, Mr. Bench served as Manager of U.S. operations for Lermer
GmbH, Wiesbaden Germany. From 1959 to 1989 Mr. Bench was Chairman and CEO
of E&B Marine Inc. of Edison, New Jersey engaged in selling government and
industrial surplus. Mr. Bench is currently a director of Westerbeke Corp.
of Avon, MA. a manufacturer of diesel and gasoline engines; TDG Aerospace,
Inc.; Taylor Made Group, Inc. the largest manufacturer of marine windshields,
sanitation systems, air conditioners and boating accessories in the United
States;Tech-Ops International, Inc. of Half Moon Bay, CA., a privately held
aerospace company. Mr. Bench is also a member of the board of trustees of
Allentown College of St. Francis deSales, located in Allentown, Penn. and
a board member of Canyon Country Club in Palm Springs, Calif. Mr. Bench
became a chief financial officer and a director on October 31, 1999.
He will serve as a director until the next scheduled meeting of
shareholders in January, 2001.
GEORGE FENCL, Director
Mr. Fencl, age 58, is currently Secretary and Treasurer, J.T.
Granatelli Lubricants, Inc. He has thirty five years experience
as a business owner in retail stores, restaurant business and
manufacturing. Since 1984 he has acted as an investor and consultant
for various real estate ventures; high tech; corporations; and creative
talent management companies.
Mr. Fencl owned and operated one of the largest jewelry
production companies on the west coast. He was one of the first
owner/operators in the vending machine business on the west coast
and developed an extremely strong and viable business.
Mr. Fencl owns and manages extensive high end real estate
properties, including vast commercial operations, both abroad and in the
United States. He has extensive experience at the global level relative to
franchise operations and license agreements. He also possesses a vast
experience on Wall Street internationally with ownership of merchant banks,
as well as an invaluable insight; with a blend of knowledge and
experience resulting in tremendous success. A broad background
and experience with major companies in corporate America, many of
which are public entities further strengthened his relationships and
accomplishments on Wall Street.
Mr. Fencl is a long time automotive enthusiast with partners
in auto racing teams; including part owner of Irwindale Raceway. He
built custom street vehicles and has been a consultant to various specialty
automotive manufacturers. Mr. Fencl was on the Board of Directors of Vector
Car Company during the time it was owned directly by Lamborghini and was an
advisor to Lamborghini Automotive. He retains ownership of the Lamborghini
name.
Mr. Fencl attended the Institute of Art, Northrop Institute of
Technology, Mount San Antonio College (with emphasis in Business Law) and
Azusa Pacific University (with emphasis in Business Management) and completed a
two year tour in the United States Air Force. Mr. Fencl became a chief
financial officer and a director on October 31, 1999. He will serve as a
director until the next scheduled meeting of shareholders in January,
2001.
Trish R. Francis, Director and Secretary
Ms. Francis, age 53, has had an extensive business career
after completing two years of college; studying a variety of business
disciplines. Ms. Francis worked for prominent plastic surgeons, where she was
responsible for general office management to include detailed deciphering and
transcription of surgical records, enhancement of patient care
and all financial responsibilities. She managed a construction company
coordinating and implementing all facets, to include restructuring of the
entire organization and operating strategies.
After moving from Oklahoma to California in 1986, Ms.
Francis managed the Claremont Dental Clinic, supervising a group of
doctors and employees. Upon completion of an entire office reorganization,
her responsibilities took on a sophisticated management position.
From 1989 to 1999, Ms. Francis advanced her professional
career and talents in assuming a major role by undertaking vast
responsibilities for Keystone Investment Company, an international financial
consulting organization, to include executive administrative duties and
becoming the liaison between that office and the financial community.
Activities consisted of preparing legal documents for corporate
reorganizations and mergers. Ms. Francis also synchronized activities between
the various management, legal and accounting groups. Ms. Francis
became Secretary/Treasurer April 9, 1999 and became a director on May
27, 1999. She will serve as a director until the next scheduled meeting of
shareholders in January, 2001.
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information regarding
the beneficial ownership of the company's common stock following the proposed
organization, and as adjusted to reflect the sale of the units offered hereby,
by:
* each person who is known by the company to own more
than 5% of the company's outstanding common stock;
* each of the company's directors, naming them; and
* officers and directors of the company as a group.
Title of Name and Address Amount and Nature Percent of
Class of Beneficial Owner of Beneficial Owner Class
Common
Shares Frank J. Weinstock 317,100 Shares(1) 56%
3525 Sunset Lane
Oxnard, CA 93035
Trish R. Francis 22,800 Shares(2) 4%
3525 Sunset Lane
Oxnard, CA 93035
David G. Lilly 55,000 Shares 10%
8833 Sunset Blvd.
Suite 200
West Hollywood,
Calif. 90069
Total number of shares
owned by officers
and directors: 339,900 Shares 60%
Total number of shares
to be owned by officer
and directors when all
units are sold: 339,900 Shares 39%
Total shares to be issued
and outstanding when all
units are sold: 869,000 Shares 100%
(1) Includes 1,600 shares owned by the children of Frank J.
Weinstock.
(2) Includes 1,800 shares owned by the children of Trish R.
Francis.
DESCRIPTION OF SECURITIES
Each unit offered consists of 1,000 shares of common stock.
We are authorized to issue 10,000,000 shares of common
stock, $.001 par value.
As of 12/31/1999 569,000 shares were issued and outstanding.
Each share of common stock will be entitled to one vote,
either in person or by proxy, on all matters that may be voted upon by
the owners thereof at meetings of the stockholders.
The holders of common stock
* will have equal ratable rights to dividends from
funds legally available thereof, when, as and if declared by our
Board of Directors;
* will be entitled to share ratably in all of the
assets of our company available for distribution to holders of
common stock upon liquidation, dissolution or winding up
of the affairs of the company; and
* will not have preemptive or redemption provision
applicable thereto.
All shares of common stock which are the subject of this
offering, when issued, will be fully paid and non-assessable, with no
personal liability to the ownership thereof.
Our holders of shares of common Stock do not have cumulative
voting rights.
At the completion of this offering, if all units are sold,
affiliates, officers and/or directors of our company will own
approximately 47% of the then outstanding common stock.
TRANSFER AGENT
We will initially act as our own stock transfer agent.
REPORTS TO STOCKHOLDERS
We intend to furnish its stockholders with annual reports
containing audited financial information.
INTEREST OF NAMED EXPERTS AND COUNSEL
No counsel or experts have been hired to give opinions on
any matters concerning this offering. The Lance Kerr Law Office has received
50,000 shares of common stock for their work in completing the
registration process relating to these shares. These shares were issued and
delivered prior to the filing of this registration statement. The Lance
Kerr Law Office will render an opinion regarding the shares being
registered in this offering.
DISCLOSURES OF COMMISSION POSITION OF INDEMNIFICATION FOR
SECURITIES ACTS LIABILITIES
Section 17-16-851 of the Wyoming Statutes authorizes a
corporation's board of directors to grant indemnification to directors and
officers in terms sufficiently broad to permit such indemnification under some
circumstances for liabilities, including reimbursement for expenses incurred,
arising under the Securities Act of 1933, as amended. To the extent that
indemnification for liabilities arising under the Securities Act may be
permitted to our directors, officers and controlling persons under the
foregoing provisions, the company has been advised that in the opinion of
the Securities and Exchange Commission indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
Article V, Section 1, of the company bylaws provides for mandatory
indemnification of its directors to the maximum extent permitted by the
Wyoming Corporation Act and permissible indemnification of officers and
employees.
ORGANIZATION WITHIN LAST FIVE YEARS
Frank J. Weinstock may be considered a promoter. We have
entered into a five year employment agreement at an annual
compensation of $ 150,000 beginning November 1, 1999.
DESCRIPTION OF BUSINESS
Strategic Partners, Inc. was created to provide wide
ranging financial services to successful private companies who are
considering the public equity market as a means of enhancing their
expansion and growth. Our officers and directors have over 50 years
experience in equity financing and the public stock markets.
With the continuing consolidation of national brokerage organizations
and investment banking institutions access to the equity markets is
limited to only the largest multinational corporations. At the same time
the meteoric rise in the internet as a trading and investment medium has
changed the complexion of trading securities and investments forever.
Small successful private companies which could utilize equity
capital to produce and accelerate earnings are excluded from the major firms
because of their size. Their relatively small capital requirements do not
qualify them for traditional entry into the national equity markets. The
recent surge in equity offerings by internet related companies has meant that
many quality private companies are being ignored by the traditional
investment banking organizations because they do not have a thriving
business whose name ends in ".com". This exclusion from the nation's
equity markets stifles the expansion and potential growth of many emerging
companies who may have outstanding internal growth rates and profitability
but are being eliminated because they are not engaged in e-commerce.
Strategic Partners, Inc. intends to show such companies the means by
which they can access investment capital. We will provide professional
advice to the principals of these companies as to the proper procedures
for taking advantage of the potential benefits while avoiding the
inherent risks of the equity marketplace.
Strategic Partners, Inc. will establish a national
network of broker-dealers, market makers, venture capitalists and investors
interested in assisting well managed companies to access the equity markets
and attain greater success. In addition the Company is developing skills in
using the power of the internet as a way of communicating investment
opportunities to millions of potential investors.
This network will consist of representatives from regional
brokerage houses and individual accredited investors who share
the Company's belief that the equity marketplace can provide a
significant benefit to emerging companies which have a successful history of
operations but need additional capital to achieve their true potential. The
Company will provide an interface between this network and the companies
seeking access to the national equity markets. Many companies who could
benefit from access to capital sources have no idea of how to gain
acceptance or be effective once operating in the equity market place.
Many companies are unaware of the new opportunities available
every day for accessing investment capital by use of the internet. We were
organized to provide businesses with competent and professional advice on
the equity market place and assist those companies in benefitting
from access to that resource. Our business will consist of services to clients
for fees. We intend to provide services to clients who are planning on
becoming public companies either through initial public offerings or
mergers with existing public companies.
We will develop relationships with ongoing financial
organizations in addition to marketing a unique concept on the
internet. We will charge fees for other services rendered. We intend to
establish a website that will advertise the existence of the Company and
the services we provide. We have registered the domain name
"strategic-partners-inc.com" for this purpose. We intend to
solicit business through referrals by persons or entities known
to our officers and directors.
We will initially be at a competitive disadvantage we are a
new company with no track record of providing such services to
business clients as Strategic Partners, Inc. Our directors have
individually and collectively extensive years of operating history with an
impressive track record of being success oriented in the financial
marketplace. The expertise, skills and talents of these individuals will help
to create a stronger and healthier company during it's embryonic
development stages. There are many firms engaged in the same business who are
larger, more well established and who have a base of existing clients and
referral sources. We intend to compete against these other businesses by
offering high quality services at competitive prices.
Client fees earned by us will be predicated upon
performance. Providing capital resources to assist companies in obtaining
funds by which to conduct business operations will be a primary function.
In such cases, until we produce the desired result, we will be required
to pay our operating overhead. The time to achieve such a revenue
stream will vary. We expect to begin generating cash flow between three
to nine months from the conclusion of this offering. We will use
written agreements to contract for our services and will collect
a portion of our fees in advance to alleviate collection problems.
Initially, until a track record is established, we will engage in activities
involving only a few select clients. We have been advised by legal counsel that
we will not be required to register as an investment adviser as we are
not engaged in rendering investment advice to the public. Further we
have been advised that we will not be required to register as a
investment company or mutual fund as we will not be investing capital in
securities of other companies and holding the same in investment accounts
for our shareholders.
We will use the experience of our officers and directors to
screen prospective clients so that management's time will be
devoted to those projects where there is a high likelihood of success. We have
entered into a five year management contract with Frank J.
Weinstock the President. This will help insure that the services of Mr.
Weinstock will be available on a long term basis. We intend to build a
strong and reputable organization employing proven professionals capable
of servicing all components of our business. It will be difficult to obtain
the services of other professionals until we have reached the point
of having sufficient income to offer competitive salaries and benefits to
qualified persons.
There is no governmental regulation of the providing of
consulting services to businesses and thus no governmental
approvals are needed to engage in business. Our services will initially be
limited to advice and analysis of a client's position relative to its
chances of success in the public market. We know of no plans to regulate the
dispensing of business advice to clients in the area of finance
or providing advice on structure of offerings to the public by our
clients.
During our initial stages we raised money from private
investors for operations. We have engaged in extensive research
in the last 22 months to assemble a business strategy enabling us to
stay abreast of changes occurring in the public markets and assessing
the impact of the internet on the securities business. This research
consisted of attending seminars and public meetings on the topic of investing
in internet and ".com" companies, utilizing the internet for raising
capital for businesses, examination of new and emerging methods of
accessing sources of capital using the internet.
The principals read extensively in the financial press and
consulted various websites of other firms who report on internet
related activities as they occur. Sources that were reviewed
included companies such as ETrade, offroadcapital.com, garage.com,
direct stock market (dsm.com), and similar ventures. The principals
attended seminars where the principals of some of these companies
expressed their views about changes that were occurring in the capital
markets. In the last 22 months the stock market has sponsored numerous
IPO's for internet and ".com" type businesses. Some of these have
been very successful and others less so. The principals have studied
some of these offering and tried to identify those factors that have
helped make the offering of stock using the internet successful so those
techniques and procedures could be applied to clients of our company.
The last 22 months has seen a dramatic rise in the stock of
technology and internet related companies. The Company has reviewed the SEC
Rules that have appeared to support the use of the internet to disseminate
information about new companies and the raising of capital. We have reviewed
the recent changes by the North American Securities Administrators
Association which have attempted to co-ordinate the efforts of states to make
the flow of information more efficient. We have reviewed the uses of SCOR
offerings for small business and have tried to determine those factors that
have made them workable in the public market.
We have reviewed the ACE-Net system of using the internet for raising
capital as well as the experiences of various angel groups in investing
in emerging companies. We have studied the feasibility of establishing
our own angel group consisting of an assemblage of wealthy investors who
are interested in investing in companies that are going public in the near
term. Our principals have spoken to representatives of establishment and
regional broker dealer firms to identify trends, problems and opportunities
as they evolve in the changing public market place relating to emerging
growth companies.
We will not engage in any of the following activities that
would subject us to being licensed as a broker-dealer, investment
company or investment adviser:
* We will not receive compensation based on securities
transactions.
* We will not solicit customers for issuers.
* We will not handle funds or securities in connection with
securities transactions.
* We will not participate in negotiations for securities
transactions.
* We will not provide investment advice to prospective buyers
of securities.
There are no environmental laws that directly affect our
business and thus we do not face any cost of compliance.
We presently employ two persons on a full time basis, the
President Frank J. Weinstock and the Secretary, Trish R. Francis.
There are no other current employees.
We plan to file reports with the SEC following the offering
on Form 10-K for annual reports and Form 10-Q for quarterly reports.
Copies of the annual report will be mailed to the shareholders.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE PLAN OF OPERATION
If we sell the maximum units that are being registered under
the registration statement we will have sufficient cash to
operate for the next 12 months. If less is sold the scale of operations
will be scaled down accordingly. We believe that the income to be generated
is a direct result of the amount of sales effort that is expended to
secure clients. The primary goal is to have sufficient cash to open an
office and have support staff that will support the sales efforts of the
officers and directors of the company. With proper support the company
will be able to carry out business in a profitable manner. The first
milestone the company hopes to achieve with this offering is the raising of
at least $ 300,000. This will allow for the opening of an office with
minimal staff. If the maximum units are sold we will lease offices and
purchase adequate equipment to facilitate business operations. The budget
for such an operation is set forth in the use of proceeds section of the
prospectus.
The second milestone is to generate income from fees of not less
than $300,000 for the first year. This level of income will allow the
company to continue in business and expand on this base. We have
identified potential clients that will generate fee income that will allow
achievement of our financial objectives in the first year of operations
following this offering. We will consider hiring additional professional
assistance on an "as needed" basis. We will hire a speciality firm to
design an appropriate website.
DESCRIPTION OF PROPERTY
We do not own any material property. We lease our
current office on a month to month basis from Valley N' Shores at
the rate of $ 900 per month. Our President, Mr. Weinstock owns office
furniture, telephones, computers and fax and other related equipment which
he allows us to use at no cost.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Since inception we issued 50,000 shares valued at $ 12,500
to the Lance Kerr Law Office for services and 6,000 shares valued
at $ 1,500 to Trish R. Francis for services.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
There is currently no trading market for our shares. We
plans to apply for trading privileges in the near future.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
Summary of Cash and Certain Other Compensation
The following table sets forth the compensation earned by the
Executive
Officers which includes only the Chief Executive Officer.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
1999 Annual Compensation
Compensation Awards
Number of
Securities
Underlying
Name and Principal Position(s) Salary Bonus Options
<S> <C> <C> <C>
Frank J. Weinstock...................$100,000(1) $ 0 0
President, Chief Executive
Officer and Chairman of
the Board of Directors
(1) Mr. Weinstock's compensation was $ 100,000 for the year ended
December 31, 1999. On January 1, 2000 Mr. Weinstock's
compensation increased to $ 150,000 per year.
</TABLE>
Stock Options and Stock Appreciation Rights
We have granted no options and has no plans for doing so in
the near future. We have granted no stock appreciation rights has no
plans for doing so in the near future.
FINANCIAL STATEMENTS
Audited Financial Statements for the Company are
attached as
Pages F-1 to F-13
STRATEGIC PARTNERS, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
December 31, 1999
F-1
C O N T E N T S
Independent Auditors' Report . . . . . . . . . . . . . . . . . . . . F 3
Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . F 4
Statements of Operations . . . . . . . . . . . . . . . . . . . . . . F 5
Statements of Stockholders' Equity (Deficit) . . . . . . . . . . . . F 6
Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . F 8
Notes to the Financial Statements. . . . . . . . . . . . . . . . . . F 9
F-2
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
Strategic Partners, Inc.
(A Development Stage Company)
Oxnard, California
We have audited the accompanying balance sheets of
Strategic Partners, Inc. (a development stage company) as of December 31,
1999 and the related statements of operations, stockholders' equity
(deficit) and cash flows for the years ended December 31, 1999 and 1998
and from inception on September 25, 1998 through December 31, 1999.
These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally
accepted auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining,
on a test basis, evidence supporting the amounts and 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 audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of
Strategic Partners, Inc. (a development stage company) as of December 31,
1999 and the results of its operations and its cash flows for the years
ended December 31, 1999 and 1998 and from inception on September
25, 1998 through December 31, 1999 in conformity with generally
accepted accounting principles.
The accompanying financial statements have been prepared
assuming the Company will continue as a going concern. As discussed in
Note 3 to the financial statements, the Company is a development stage
company with no operating capital which raises substantial doubt about its
ability to continue as a going concern. Management's plans in regard to
these matters are also described in Note 3. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
/s/ Jones, Jensen & Company
Jones, Jensen & Company
Salt Lake City, Utah
April 25, 2000
F-3
STRATEGIC PARTNERS, INC.
(A Development Stage Company)
Balance Sheets
December 31,
1999
CURRENT ASSETS
Cash $ 386
-----
Total Current Assets 386
-----
TOTAL ASSETS $ 386
=====
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 64,646
Accrued interest (Note 5) 38
Note Payable (Note 5) 5,000
-------
Total Current Liabilities 69,684
-------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $0.001 par value;
10,000,000 shares authorized;
569,000 shares issued
and outstanding 569
Additional paid-in capital 559,297
Deficit accumulated during
the development stage (629,164)
---------
Total Stockholders'
Equity (Deficit) (69,298)
---------
TOTAL LIABILITIES AND
STOCKHOLDERS'
EQUITY (DEFICIT) $ 386
========
The accompanying notes are an integral part of these financial
statements.
F-4
STRATEGIC PARTNERS, INC.
(A Development Stage Company)
Statements of Operations
From
Inception on
For the September 25,
Years Ended 1998 Through
December 31, December 31, Decemberr 31,
1999 1998 1999
REVENUES $ - $ - $ -
EXPENSES
General and
administrative 365,113 264,556 629,669
---------- --------- ---------
(LOSS) FROM OPERATIONS (365,113) (264,556) (629,669)
OTHER INCOME
Interest expense (38) - (38)
Miscellaneous income 543 - 543
---------- -------- --------
Total Other Income 505 - 505
---------- -------- --------
NET (LOSS) $ (364,608) $ (264,556) $ (629,164)
========= ======== =========
BASIC (LOSS)
PER SHARE $ (0.94) $ (1.27)
========= ========
The accompanying notes are an integral part of these financial statements.
F-5
STRATEGIC PARTNERS, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
Deficit
Accumulated
Additional During the
Common Stock Paid-In Development
Shares Amount Capital Stage
At inception on
September 25, 1998 - $ - $ - $ -
Common stock issued
for services at
$1.00 per share,
October 9, 1998 215,000 215 214,785 -
Common stock issued
for cash at $1.00
per share, October
12, 1998 2,000 2 1,998 -
Common stock issued
for cash and services
at $1.00 per share,
October 13, 1998 4,000 4 3,996 -
Common stock issued
for services at
$1.00 per share,
October 19, 1998 5,000 5 4,995 -
Common stock issued
for cash and services
at $1.00 per share,
October 30, 1998 10,000 10 9,990 -
Common stock issued
for cash at $1.00
per share,
November 17, 1998 6,000 6 5,994 -
Common stock issued
for cash at $1.00
per share,
November 24, 1998 3,000 3 2,997 -
Common stock issued
for cash, services
and expenses at
$1.00 per share,
December 8, 1998 21,000 21 20,979 -
Less stock
offering costs - - (534) -
Net (loss) for
the period ended
December 31, 1998 - - - (264,556)
------- ---- ------- ---------
Balance, December
31, 1998 266,000 266 265,200 (264,556)
Common stock issued
for expenses at
$1.00 per share,
January 5, 1999 300 - 300 -
Common stock issued
for cash and
services at
$1.00 per share,
January 16, 1999 12,50 13 12,487 -
Common stock issued
for cash at $1.00
per share,
January 20, 1999 20,000 20 19,980 -
Common stock issued
for cash at $1.00
per share,
February 3, 1999 1,000 1 999 -
Common stock issued
for cash at
$1.00 per share,
February 15, 1999 2,200 2 2,198 -
----- ---- -------- ----------
The accompanying notes are an integral part of these financial statements.
F -6
STRATEGIC PARTNERS, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit) (Continued)
Deficit
Accumulated
Additional During the
Common Stock Paid-In Development
Shares Amount Capital Stage
Balance Forward 302,000 $ 302 $ 301,164 $ (264,556)
Common stock issued
for cash at
$1.00 per share,
February 22, 1999 2,000 2 1,998 -
Common stock issued
for cash at
$1.00 per share,
March 12, 1999 6,400 6 6,394 -
Common stock issued
for cash and
services at
$1.00 per share,
March 26, 1999 27,500 27 27,473 -
Common stock issued
for cash at
$1.00 per share,
May 10, 1999 1,000 1 999 -
Common stock issued
for cash and
services at
$1.00 per share,
May 19, 1999 6,000 6 5,994 -
Common stock issued
for services
at $1.00 per share,
July 12, 1999 2,000 2 1,998 -
Common stock issued
for services
at $1.00 per share,
July 27, 1999 1,600 2 1,598 -
Common stock issued
for cash and services
at $1.00 per share,
August 3, 1999 1,000 1 999 -
Common stock issued
for services
at $1.00 per share,
August 10, 1999 1,500 2 1,498 -
Common stock issued
for cash at
$1.00 per share,
September 17, 1999 12,500 12 12,488 -
Common stock issued
for cash and
services at
$1.00 per share,
October 1, 1999 193,500 194 193,306 -
Common stock issued
for cash and services
at $1.00 per share,
October 26, 1999 11,000 11 10,989 -
Common stock issued
for services at
$1.00 per share,
October 29, 1999 1,000 1 999 -
Less stock
offering costs - - (8,600) -
Net (loss) for
the year ended
December 31, 1999 - - - (364,608)
----- ----- -------- ---------
Balance,
December 31, 1999 569,000 $ 569 $ 559,297 $ (629,164)
======= ======== ========= ============
The accompanying notes are an integral part of these financial
statements.
F - 7
STRATEGIC PARTNERS, INC.
(A Development Stage Company)
Statements of Cash Flows
From
For the Inception on
Years Ended September 25,
December 31 1998 Through
December 31,
1999 1998 1999
CASH FLOWS FROM
OPERATING ACTIVITIES
Loss from operations $ (364,608) $ (264,556) $ (629,164)
Adjustments to
reconcile net loss to
net cash (used)
by operating activities:
Common stock issued
for services 193,300 243,000 436,300
Changes in assets
and liabilities:
Increase (decrease)
in accounts payable 64,646 - 64,646
Increase in accrued interest 38 - 38
-------- ------- --------
Net Cash (Used)
by Operating Activities (106,624) (21,556) (128,180)
-------- ------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES - - -
-------- -------- ---------
CASH FLOWS FROM FINANCING
ACTIVITIES
Proceeds from notes payable 5,000 - 5,000
Issuance of common
stock for cash 109,700 23,000 132,700
Stock offering costs (8,600) (534) (9,134)
--------- --------- ----------
Net Cash Provided
by Operating Activities 106,100 22,466 128,566
---------- --------- ---------
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS (524) 910 386
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 910 - -
---------- --------- --------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 386 $ 910 386
========== ========== ==========
Cash Paid For:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
The accompanying notes are an integral part of these financial statements.
F - 8
STRATEGIC PARTNERS, INC.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1999
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Strategic Partners, Inc. (a development stage company) (the
Company) was organized under the laws of the State of Wyoming on September 25,
1998. The purpose of the Company is to engage in the business of investment
banking. The Company has had no active operations from inception.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Accounting Method
The Company's financial statements are prepared using the accrual
method of accounting. The Company has elected a December 31 year end.
b. Provision for Taxes
No provision for income taxes has been made due to the inactive
status of the Company. The Company has a net operating loss carryover at
December 31, 1999 of approximately $629,000 which expires in 2019. The
potential tax benefit of the loss carryover has been offset by a valuation
allowance of the same amount.
c. Cash Equivalents
The Company considers all highly liquid investments with a
maturity of three months or less when purchased to be cash equivalents.
d. Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
e. Revenue Recognition Policy
The Company currently has no source of revenues. Revenue recognition
policies will be determined when principal operations begin.
F - 9
STRATEGIC PARTNERS, INC.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1999
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
f. Basic (Loss) Per Share
The following is an illustration of the reconciliation of the
numerators and denominators of the basic loss per share calculation:
For the
Years Ended
December 31,
1999 1998
Net loss (numerator) $ (364,608) $ (264,556)
Weighted average shares outstanding
(denominator) 388,930 207,876
Basic loss per share $ (0.94) $ 1.27)
Dilutive loss per share is not presented as there are no potentially
dilutive items outstanding.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business. The Company has not established revenues
sufficient to cover its operating costs and allow it to continue as a
going concern. It is the intent of the Company to earn revenues from
investment banking services. Until sufficient revenues are earned to
operate profitably, management intends to issue additional shares of its
common stock for cash, services, or expenses paid on behalf of the Company.
NOTE 4 - RELATED PARTY TRANSACTIONS
The Company pays rent of $900 per month on a month-to-month basis
for office space in the personal residence of a related party. Rent expense
for the year ended December 31, 1999 was $10,800.
The Company agreed to pay its Chief Executive Officer $7,500 per
month as
compensation for January through October 1999. Compensation
expense
associated with this agreement amounted to $75,000 for the year
ended
December 31, 1999.
During October 1999, the Company signed an employment contract
with its Chief Executive Officer, whereby, the Company agreed to pay him
$150,000 per year for five years. Compensation expense associated with this
contract amounted to $25,000 for the year ended December 31, 1999.
F - 10
STRATEGIC PARTNERS, INC.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1999
NOTE 4 - RELATED PARTY TRANSACTIONS (Continued)
The Company agreed to pay its Secretary $2,500 per month as
compensation. Compensation expense associated with this agreement amounted to
$30,000 for the year ended December 31, 1999.
NOTE 5 - NOTE PAYABLE
On December 3, 1999, the Company signed a promissory note for
$5,000. The note has a maturity date of June 3, 2000 and accrues
interest at 10% per annum, unsecured. At December 31, 1999, the
unpaid principal balance was $5,000 and accrued interest payable under
the note amounted to $38.
NOTE 6 - ISSUANCE OF STOCK
During October 1998, the Company issued 215,000 shares of its
previously authorized, but unissued, common stock for services of
$215,000 (or $1.00 per share).
During October 1998, the Company issued 2,000 shares of its
previously authorized, but unissued, common stock for cash of $2,000 (or
$1.00 per share).
During October 1998, the Company issued 4,000 shares of its
previously authorized, but unissued, common stock for cash of $2,000 and
services of $2,000 (or $1.00 per share).
During October 1998, the Company issued 5,000 shares of its
previously authorized, but unissued, common stock for services of $5,000 (or
$1.00 per share).
During October 1998, the Company issued 10,000 shares of its
previously authorized, but unissued, common stock for cash of $5,000 and
services of $5,000 (or $1.00 per share).
During November 1998, the Company issued 6,000 shares of its
previously authorized, but unissued, common stock for cash of $6,000 (or
$1.00 per share).
During November 1998, the Company issued 3,000 shares of its
previously authorized, but unissued, common stock for cash of $3,000 (or
$1.00 per share).
During December 1998, the Company issued 5,000 shares of its
previously authorized, but unissued, common stock for cash of $5,000 (or
$1.00 per share).
F - 11
STRATEGIC PARTNERS, INC.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1999
NOTE 6 - ISSUANCE OF STOCK (Continued)
During December 1998, the Company issued 16,000 shares of its
previously authorized, but unissued, common stock for services of $16,000
(or $1.00 per share).
During January 1999, the Company issued 300 shares of its
previously authorized, but unissued, common stock for services of $300 (or
$1.00 per share).
During January 1999, the Company issued 12,500 shares of its
previously authorized, but unissued, common stock for cash of $6,000 and
services of $6,500 (or $1.00 per share).
During January 1999, the Company issued 20,000 shares of its
previously authorized, but unissued, common stock for cash of $20,000 (or
$1.00 per share).
During February 1999, the Company issued 1,000 shares of its
previously authorized, but unissued, common stock for cash of $1,000 (or
$1.00 per share).
During February 1999, the Company issued 2,200 shares of its
previously authorized, but unissued, common stock for cash of $2,000 and
services of $200 (or $1.00 per share).
During February 1999, the Company issued 2,000 shares of its
previously authorized, but unissued, common stock for cash of $2,000 (or
$1.00 per share).
During March 1999, the Company issued 6,400 shares of its
previously authorized, but unissued, common stock for cash of $5,000
and services of $1,400 (or $1.00 per share).
During March 1999, the Company issued 27,500 shares of its
previously authorized, but unissued, common stock for cash of $25,000 and
services of $2,500 (or $1.00 per share).
During May 1999, the Company issued 1,000 shares of its
previously authorized, but unissued, common stock for cash of $1,000
(or $1.00 per share).
During May 1999, the Company issued 6,000 shares of its
previously authorized, but unissued, common stock for cash of $5,000 and
services of $1,000 (or $1.00 per share).
During July 1999, the Company issued 2,000 shares of its
previously authorized, but unissued, common stock for services of $2,000
(or $1.00 per share).
During July 1999, the Company issued 1,600 shares of its
previously authorized, but unissued, common stock for services of $1,600
(or $1.00 per share).
During August 1999, the Company issued 1,000 shares of its
previously authorized, but unissued, common stock for cash of $200 and
services of $800 (or $1.00 per share).
F - 12
STRATEGIC PARTNERS, INC.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1999
NOTE 6 - ISSUANCE OF STOCK (Continued)
During August 1999, the Company issued 1,500 shares of its
previously authorized, but unissued, common stock for services of $1,500 (or
$1.00 per share).
During September 1999, the Company issued 12,500 shares of its
previously authorized, but unissued, common stock for cash of $12,500 (or
$1.00 per share).
During October 1999, the Company issued 193,500 shares of its
previously authorized, but unissued, common stock for cash of $20,000 and
services of $173,500 (or $1.00 per share).
During October 1999, the Company issued 11,000 shares of its
previously authorized, but unissued, common stock for cash of $10,000 and
services of $1,000 (or $1.00 per share).
During October 1999, the Company issued 1,000 shares of its
previously authorized, but unissued, common stock for services of $1,000 (or
$1.00 per share).
Stock offering costs of $8,600 were offset to additional paid-in
capital during 1999.
F - 13
Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
There are no changes in or disagreements with any prior
accountant. The current accountant was hired in 1999 to audit the
Company's books and records from inception.
Until August 15, 2000 (90 days after the effective date of the
registrations statement) all U.S. Dealers effecting transactions in the
registered securities may be required to deliver a prospectus.
END PROSPECTUS
Item 24. Indemnification of Directors and Officers.
Section 145 of the Wyoming Corporation Law authorizes a court
to award or a corporation's board of directors to grant
indemnification to directors and officers in terms sufficiently broad
to permit such indemnification under some circumstances for liabilities,
including reimbursement for expenses incurred, arising under the Securities
Act of 1933, as amended. To the extent that indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant under the foregoing provisions, the
Company has been advised that in the opinion of the Securities and Exchange
Commission indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. Article V, Section 1, of
the Company bylaws provides for mandatory indemnification of its directors to
the maximum extent permitted by the Wyoming Corporation Law and
permissible indemnification of officers and employees.
Item 25. Other Expenses of Issuance and Distribution.
The following table sets forth the costs and expenses, other
than underwriting discounts, payable by the Registrant in connection
with the offer and sale of the common stock being registered. All amounts are
estimates except the registration fee.
<TABLE>
<S>
<C>
Registration fee........................................ $ 167
NASD filing fee.............................................. 100
Blue Sky/NASD fees and expenses (including legal fees).....15,000
Accounting fees and expenses............................... 5,000
Other legal fees and expenses..............................10,000
Printing and engraving.....................................12,500
Miscellaneous...............................................5,000
Public Relations and Distribution..........................20,000
----------
Total..................................................$ 67,767
===========
</TABLE>
Item 26. Recent Sales of Unregistered Securities.
Between October 9, 1998 and October 29, 1999 we issued and
sold 569,000 shares of our common stock to 26 founders
and private investors for cash consideration and services
valued at $ 569,000. All investors were accredited.
The Company paid 5,600 shares as commissions to
five persons as fees for referring investors to the Company.
Other than the finders fees none of the foregoing transactions
involved any underwriters, underwriting discounts or
commissions, or any public offering. Our Company has been advised
that each transaction was exempt from the registration requirements of
the Securities Act by virtue of Section 4(2) thereof and
Regulation D promulgated thereunder. The recipients in such transaction
represented their intention to acquire the securities
for investment only and not with a view to or for sale in
connection with any distribution thereof. Appropriate legends were
affixed to the share certificates issued in such transactions. All
recipients had adequate access, through their relationships with the
Company, to obtain information about the Company.
Details of the private sale of securities is set forth in Note
6 to the Financial Statements.
Item 27. Exhibits.
Exhibit
No. Exhibit Name
3.1 Articles of Incorporation
3.2 By-laws
4.2 Specimen Common Stock Certificate
5.1 Opinion of Lance N. Kerr Law Office
10.1 Management Contract
23.1 Consent of Jones, Jensen & Company, independent
auditors
23.2 Consent of Lance. N. Kerr Law Office (included in
Exhibit 5.1)
27.1 Financial Data Schedule
ARTICLES OF INCORPORATION
FOR
STRATEGIC PARTNERS, INC.
THE UNDERSIGNED person, acting as incorporators under
applicable provisions of the Wyoming Business Corporation Act, does hereby
adopt the following Articles of Incorporation for said corporation.
ARTICLE I
NAME
The name of the corporation is STRATEGIC PARTNERS, INC.
ARTICLE II
DURATION
The duration of the corporation is perpetual.
ARTICLE III
PURPOSES
The specific purpose for which the corporation is organized is
to conduct financial activities in the general marketplace and consulting
services in assisting private companies to gain access to the equity markets,
in addition to all other business conduct of whatever nature and description.
(a) To engage in any and all activities as may be
reasonably related to the foregoing and following purposes.
(b) To enter into leases, contracts and agreements, to open
bank accounts and to conduct financial transactions.
(c) To engage in any all other lawful purposes, activities
and pursuits, which are substantially similar to the foregoing, or which would
contribute to accomplishment of the expressed purposes of the corporation.
(d) To change its primary business purpose from time to
time as may be deemed advisable by the Board of Directors.
(e) To engage in any other lawful business authorized by
the laws of Wyoming or any other state or other jurisdiction in which the
corporation may be authorized to do business.
ARTICLE IV
CAPITAL
The corporation shall have authority to issue Ten Million
(10,000,000) common shares, one mil (.001) par value. There shall be only one
class of authorized shares, to wit: common voting stock. The common stock
shall have unlimited voting rights provided in the Wyoming Business
Corporation Act.
None of the shares of the corporation shall carry with them
the pre-emptive right to acquire additional or other shares of the
corporation. There shall be no cumulative voting of shares.
ARTICLE V
INDEMNIFICATION AND NUMBER OF DIRECTORS
No shareholders or directors of the corporation shall be
individually liable for the debts of the corporation or for monetary damages
arising from the conduct of the corporation. The corporation shall consist of
no less than two (2) officers and directors and no more than nine (9)
officers and directors.
ARTICLE VI
BY-LAWS
Provisions for the regulation of the internal affairs of the
corporation not provided for in these Articles of Incorporation shall be set
forth in the By-Laws.
ARTICLE VII
RESIDENT OFFICE AND AGENT
The address of the corporation's initial resident office
shall be 2123 Pioneer Ave. Cheyenne, Wyoming 82001. The corporation's initial
registered agent at such address shall be National Corporate Research, Ltd.
I hereby acknowledge and accept appointment as corporation
registered agent:
National Corporate Research, Ltd.
By: /s/ Tricia Yawata
ARTICLE VIII
INCORPORATORS
The identity and address of the incorporators are:
Frank J. Weinstock (President)
3525 Sunset Lane
Hollywood Beach, CA. 93035
David G. Lilly (Secy/Treas)
8833 Sunset Blvd., Ste. 200
West Hollywood, CA 90069
The aforesaid incorporators shall be the initial
Directors of the corporation and shall act as such until the corporation shall
have conducted its organizational meeting or until one or more successors shall
have been elected and accepted their election as directors of the
corporation.
/s/ Frank J. Weinstock
_________________________
Frank J. Weinstock, Pres.
/s/ David G. Lilly
__________________________
David G. Lilly, Secy/Treas
IN WITNESS WHEREOF, Frank J. Weinstock and David G. Lilly
have executed these Articles of Incorporation in duplicate this 25th day of
Sept., 1998 and say
That we are the incorporators herein; that we have read the
above and foregoing Articles of Incorporation; that I know the contents
thereof and that the same is true to the best of our knowledge and belief,
excepting as to matters herein alleged on information and belief,
and as to those matters we believe them to be true.
/s/ Frank J. Weinstock
___________________________
Frank J. Weinstock, Pres.
/s/ David G. Lilly
___________________________
David G. Lilly, Secy/Treas
BY-LAWS
OF
STRATEGIC PARTNERS, INC.
________________________________
ARTICLE I - OFFICES
Section 1. Principal Office. The principal office of
the corporation in the State of California shall be 3525 Sunset Lane,
Oxnard, CA 93035. The officer in charge thereof is Frank J. Weinstock.
Section 2. Other Offices. The corporation may have
such other offices within or without the state as the board of directors may
from time to time designate.
ARTICLE II - STOCKHOLDERS
Section 1. Annual Meeting. The annual meeting of the
stockholders shall be held at the corporate office on the third Friday of
January each year beginning in 1999, at the hour of 10:00 a.m., or at such
other time as may be fixed by the board of directors, for the purpose of
electing directors and for the transaction of such other business as may
come before the meeting. If the election of directors shall not be held on
the day designated herein for the annual meeting or at any adjournment
thereof, the board of directors shall cause the election to be held at a
special meeting of the stockholders as soon thereafter as may be
convenient.
Section 2. Special Meetings. Special meetings of the
stockholders, for any purpose or purposes, unless otherwise prescribed by
statute, may be called by the president or by any director, and shall be called
by the president at the written request of fifteen percent (15%) of all
outstanding shares of the corporation entitled to vote at the meeting.
Unless requested by stockholders entitled to cast a majority or all the votes
entitled to be cast at the meeting, a special meeting need not be called to
consider any matter which is substantially the same as a matter voted on at
any meeting of stockholders held during the preceding twelve months.
Section 3. Place of Meeting. The board of directors
may designate any place, either in the State of Wyoming or elsewhere, as the
place of any annual or special meeting of stockholders.
Section 4. Notice of Meeting. Written notice stating
the place, day and hour of the meeting and, in case of a special meeting,
the purpose or purposes for which the meeting is called, shall, unless
otherwise prescribed by statute, be delivered not less than ten (10) nor
more than fifty (50) days before the meeting, either personally or by mail,
to each stockholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered ten days (10) after it
has been deposited in the United States Mail, addressed to the stockholder
at his address as it appears on the share registry of the
corporation, with postage thereon prepaid.
Section 5. Closing of Transfer Books or Fixing of
Record Date. For any purpose requiring identification of shareholders,
the record date shall be established by the board of directors, and shall
not be more than twenty (20) days from the date on which any such purpose
is to be accomplished. Absent a resolution establishing any such date, the
record date shall be deemed to be the date on which any such action is
accomplished.
Section 6. Voting List. The corporation shall
maintain a stock ledger which contains:
(1) The name and address of each stockholder.
(2) The number of shares of stock of each
class which the stockholder holds. The stock ledger shall be in written form
and available for visual inspection. The original or a duplicate of the stock
ledger shall be kept at the principal office of the corporation.
Section 7. Quorum. A majority of the outstanding
shares of the corporation entitled to vote, represented in person or by proxy,
shall constitute a quorum at a meeting of stockholders. If less than a
majority of the outstanding shares are represented at a meeting, a majority
of the shares so represented may adjourn the meeting from time to time without
further notice. At such adjourned meeting at which a quorum shall be
presented or represented, any business may be transacted which might have been
transacted at the meeting as originally noticed. The stockholders present at
a duly organized meeting may continue to transact business until
adjournment, notwithstanding the withdrawal of enough stockholders to reduce
the number of stockholders present to less than a quorum.
Section 8. Proxies. At all meetings of stockholders,
a stockholder may vote in person or by proxy executed in writing by the
stockholder or by his duly authorized attorney in fact. Such proxy shall
be filed with the secretary of the corporation before or at the time of the
meeting. A proxy shall be void one year after it is executed unless it shall,
prior to the expiration of one year, have been renewed in writing. All
proxies shall be revocable.
Section 9. Voting of Shares. Each outstanding share
entitled to vote shall be entitled to one vote upon each matter submitted to
a vote at a meeting of stockholders.
Section 10. Informal Action by Stockholders. Any
action required or permitted to be taken at a meeting of the stockholders,
except matters as to which dissenting stockholders may hold a statutory
right of appraisal, may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by a majority of the
stockholders entitled to vote with respect to the subject matter thereof.
Notice of any such action shall be provided to stockholders in the manner
set forth in Section 4 of these By-laws, within ten (10) days of the
effective date of the action.
Section 11. Cumulative Voting. There shall be no
cumulative voting of shares.
Section 12. Removal of Directors. At a meeting called
expressly for that purpose, directors may be removed with or without cause,
by a vote of the holders of a majority of the shares entitled to vote at an
election of directors.
ARTICLE III - DIRECTORS
Section 1. Number. The business and affairs of this
corporation shall be managed by its Board of Directors, which may be no less
than two (2) nor more than nine (9) in number. The Board of Directors may
determine the exact number of directors from time to time, which action shall
be ratified at the next annual meeting of shareholders. The directors need not
be residents of this state or stockholders in the corporation. They shall be
elected by the stockholders at the annual meeting of stockholder of the
corporation. Each director shall be elected for the term of one (1) year, and
until his successor shall have been elected and accepted his election to
the Board in writing. If a vacancy occurs on the Board of Directors between
annual meetings of shareholders or as a result of changing the number of
Directors, the Directors may elect a Director to fill the vacancy by
electing the necessary Director. Such a Director shall serve until the next
annual meeting of shareholders.
Section 2. Change in Number. The number of directors
may be increased or decreased from time to time by the vote of a
majority of the outstanding shares of the corporation.
Section 3. Regular meetings. A regular meeting of the
board of directors shall be held without any notice other than this by-law
immediately after, and at the same place as, the annual meeting of
stockholders. The board of directors may provide, by resolution, the time
and place for the holding of additional regular meetings without notice other
than such resolution.
Section 4. Special Meetings. Special meetings of the
board of directors may be called by or at the request of the president or
any director. The person or persons calling any such meeting may fix the time
and place of the meeting.
Section 5. Notice. Notice of any special meeting
shall be given at least five (5) days previously thereto by written notice
delivered personally, mailed or delivered by fax to each director at his
business address. Notices shall be deemed to have been delivered when
transmitted personally or by fax, and two days after mailed. Any director
may waive notice of any meeting so long as such waiver is in writing. The
business to be conducted at any special meeting need not be specified in
the notice.
Section 6. Quorum. A majority of the duly elected
board of directors shall constitute a quorum of the board of directors for
the transaction of business at any meeting of the board of directors.
Section 7. Manner of Acting. The act of the majority
of the directors present at a meeting at which a quorum is present shall
be the act of the board of directors.
Section 8. Informal Action by Directors. Action
consented to by a majority of the board of directors without a meeting is
nevertheless board action so long as (a) a written consent to the action
is signed by all the directors of the corporation and (b) a certificate or
resolution detailing the action taken is filed with the minutes of the
corporation. Any one or more directors may participate in any meeting of
the board of directors by means of conference telephone or other similar
communications device which permits all directors to hear the comments made
by the others at the meeting.
Section 9. Executive and other Committees. The board
of directors may, from time to time, as the business of the corporation may
demand, delegate its authority to committees of the board of directors
under such terms and conditions as it may deem appropriate. The appointment
of any such committee, the delegation of authority to it or action by it
under that authority does not constitute of itself, compliance by any
director not a member of the committee, with the standard provided by statute
for the performance of duties of directors.
Section 10. Compensation. By resolution of the board
of directors, each director may be paid his expenses, if any, of attendance at
each meeting of the board of directors, and may be paid a stated salary as
director or a fixed per diem for attendance at each such meeting of the
board of directors, or both. No such payments shall preclude any director
from serving the corporation in any other capacity and receiving
compensation therefor.
Section 11. Presumption of Assent. A director of the
corporation who is present at a meeting of the board of directors at which
action on any corporate action is taken shall be presumed to have assented to
the action taken unless he shall announce his dissent at the meeting and his
dissent is entered in the minutes and he shall forward such dissent by
registered mail to the secretary of the corporation immediately after the
adjournment of the meeting.
Section 12. Certificates of Resolution. At any such
time as there shall be only one duly elected and qualified director, actions
of the corporation may be manifest by the execution by such director of
a Certificate of Resolution specifying the corporate action taken and the
effective date of such action.
ARTICLE IV - OFFICERS
Section 1. Number. Officers of the corporation shall
be a president and a secretary, each of whom shall be elected by the
board of directors. Such other officers and assistant officers as may be
deemed necessary may be elected or appointed by the board of directors.
Any two or more offices may be held by the same person, except that no
officer may act in more than one capacity where action of two or more
officers is required by law.
Section 2. Election and Term of Office. The officers
of the corporation shall be elected annually by the board of directors
after each annual meeting of the stockholders. Each officer shall hold
office for a period of one (1) year and until his successor shall have been
duly elected and shall have accepted his election as an officer
of the corporation in writing.
Section 3. Removal. Any officer or agent may be
removed by the board of directors whenever in its judgment, the best interests
of the corporation will be served thereby. Election to an office in the
corporation shall not create any contractual right of any type or sort in the
person elected.
Section 4. Vacancies. A vacancy in any office may be
filled by the board of directors for the unexpired portion of the term.
Section 5. President. The president shall be a
director of the corporation and shall be the principal executive officer of
the corporation, and subject to the control of the board of directors, shall
in general supervise and control all of the business and affairs of the
corporation. The president shall have authority to institute or defend legal
proceedings when the directors are deadlocked. He shall, when present,
preside at all meetings of the stockholders and of the board of directors.
He may sign, with the secretary or any other proper officer of the corporation
thereunto authorized by the board of directors, certificates for shares of
the corporation, any deeds, mortgages, bonds, contracts, or other
instruments which the board of directors has authorized to be executed,
except in cases where the signing and execution thereof shall be expressly
delegated by the board of directors or by these by-laws to some other officer
or agent of the corporation, or shall be required by law to be otherwise
signed or executed; and in general shall perform all duties incident to the
office of president and such other duties as may be prescribed by the board of
directors from time to time.
Section 6. Secretary. The secretary shall: (a) keep
the minutes of the proceedings of the stockholders and of the board of directors
in one or more books provided for that purpose; (b) see that all notices
are duly given in accordance with the provisions of these by-laws or as
required by law; be custodian of the corporate records and of the seal of the
corporation, if any; (d) keep a register of the post office address of each
stockholder which shall be furnished to the secretary by such stockholder;
(e) sign, with the president, certificates for shares of the corporation, the
issuance of which shall have been authorized by resolution of the board of
directors; (f) have general charge of the stock registry of the corporation;
(g) have charge and custody of and be responsible for all funds and
securities of the corporation; (h) Receive and give receipts for moneys due and
payable to the corporation and deposit all such moneys in the name of the
corporation in such bank accounts as may be established for that purposed; and
(i) in general, perform all duties incident to the office of secretary, as well
as such duties as generally required upon treasurers of corporations.
Section 7. Salaries. The salaries of the officers
shall be fixed from time to time by the board of directors and no officer shall
be prevented from receiving such salary by reason of the fact that he is also
a director of the corporation.
ARTICLE V - INDEMNIFICATION OF DIRECTORS
AND OFFICERS OF THE CORPORATION.
Section 1. Indemnification. The corporation shall
indemnify any person who was or is a party or threatened to be made a party to
any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that he is or was
a director or officer of the corporation, against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or
proceeding, if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation, and with
respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of
nolo contendere or its equivalent shall not, without more, create a
presumption that the person did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interest of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
ARTICLE VI - CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. Contracts. The board of directors may
authorize any officer or officers or agents to enter into any contract or
execute and deliver any instrument, including loans, mortgages, checks,
drafts, deposits, deeds and documents evidencing other transactions, in the
name of the corporation. Such authority may be general or confined to
specific instances.
ARTICLE VII - CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 1. Certificates for Shares. Certificates
representing shares of the corporation shall be in the form approved in the
organizational resolutions of the corporation. They shall be signed by the
president and secretary of the corporation. Each certificate shall be
consecutively numbered or otherwise identified. The name and address of the
person to whom the shares represented thereby are issued, with the number of
shares and date of issue, shall be entered on each certificate and on the stock
registry of the corporation. All certificates surrendered to the corporation
for transfer shall be canceled and no new certificate shall be issued until
the former certificate for a like number of shares shall have been
surrendered and canceled, except in the case of a lost, destroyed or mutilated
certificate, a new one may be issued therefor upon such terms of
indemnity to the corporation as the board of directors may prescribe.
Section 2. Transfer of Shares. Transfer of shares of
the corporation shall be made only on the stock registry of the
corporation by the holder of record thereof or by his legal representative,
who shall furnish proper evidence of authority to transfer, or by his
attorney thereunto authorized by power of attorney duly executed and filed
with the secretary of the corporation, and on surrender for cancellation of the
certificate for such shares. The person in whose name shares
stand on the books of the corporation shall be deemed by the corporation
to be the owner thereof for all purposes.
ARTICLE VIII - FISCAL YEAR
Section 1. The fiscal year of the corporation shall
expire on the 31st day of December of each year.
ARTICLE IX - CORPORATE SEAL
Section 1. Use of the corporate seal adopted by the
board of directors shall be optional with the officer or agent of the
corporation signing any document on behalf of the corporation. No duly
executed corporate document shall be void because it does not bear the
imprint of a seal.
ARTICLE X - WAIVER OF NOTICE
Section 1. Whenever any notice is required to be given
to any stockholder or director of the corporation under these By-laws,
by provisions of the Articles of Incorporation, or by the statutes of the State
of Wyoming, a waiver thereof in writing, signed by the person or
persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XI - AMENDMENTS
Section 1. The board of directors shall have the power
to make, alter and repeal by-laws; but by-laws made by the board may be
altered or repealed, or new by-laws made, by the stockholders.
ADOPTED by order of the directors of the corporation on
September 25, 1998.
STRATEGIC PARTNERS, INC.
/s/ Frank J. Weinstock
_________________________
Frank J. Weinstock, Director
/s/ David G. Lilly
_________________________
David G. Lilly, Director
Number ----- Shares -------------
(Logo)
Incorporated under the laws of the State of Wyoming
on September 25, 1998
COMMON
STRATEGIC PARTNERS, INC.
Total authorized issue 10,000,000 common shares (par value $
.001)
This Certifies That ------------------- is the owner of
- --------------
fully paid and non-assessable shares of the common stock of the
above named corporations transferrable only on the books of the
corporation by the holder hereof in person or by duly authorized
Attorney upon surrender of this certificate properly endorsed.
In witness whereof, the said corporation has caused this
certificate to be signed by its duly authorised officers and its
Corporate Seal to be hereunto affixed
this ------------ day of -------------, -------------
/s/ Trish R. Francis
Secretary
(SEAL)
/s/ Frank J. Weinstock
President
[letterhead of Lance N. Kerr Law Office]
April 25, 2000
Strategic Partners, Inc. .
3525 Sunset lane
Oxnard, CA 93035
Re: Registration Statement on Form SB-2
Ladies and Gentlemen:
We have examined the Registration Statement on Form SB-2
originally filed by Strategic Partners, Inc. (the "Company") with the
Securities and Exchange Commission (the "Commission") on January, 2000,
as thereafter amended or supplemented (the "Registration Statement"), in
connection with the registration under the Securities Act of 1933, as
amended, of 300,000 shares of the Company's Common Stock (the "Shares").
As your counsel in connection with this transaction, we have examined
the proceedings taken and we are familiar with the proceedings
proposed to be taken by you in connection with the sale and issuance of
the Shares.
It is our opinion that, the issuance of the Shares, when
issued and sold in the manner described in the Registration Statement, will be
validly issued, fully paid and nonassessable under the laws of the
State of Wyoming.
We consent to the use of this Opinion as an exhibit to said
Registration Statement, and further consent to the use of our name wherever
appearing in said Registration Statement, including the prospectus
constituting a part thereof, and in any amendment thereto.
Very truly yours,
/s/ Lance N. Kerr
Law Office of Lance N. Kerr
EMPLOYMENT AGREEMENT
Chief Executive Officer
Agreement made, effective as of October 31, 1999 by and between
STRATEGIC PARTNERS, INC., a corporation duly organized and existing under
the laws of the State of Wyoming; hereinafter referred to as employer, and
FRANK J. WEINSTOCK, hereinafter referred to as employee.
In consideration of the mutual covenants and promises of the
parties to this agreement, and in consideration of the services rendered by
employee prior to the effective date of this agreement, employer and
employee agree as follows:
SECTION ONE
EMPLOYMENT
Employer employs employee as chief executive officer and
employee accepts such employment with employer, subject to the terms and
conditions of this agreement.
SECTION TWO
TERM OF EMPLOYMENT
This agreement and the employment under this agreement shall
commence on the effective date stated above, and continue until the end of
the fifth fiscal period of employer ending after the effective date of this
agreement.
SECTION THREE
DUTIES OF EMPLOYEE
Employer hereby employs employee as its Chief Executive Officer;
employee hereby accepts such employment. Employee shall perform the duties
of Chief Executive Officer subject to the general supervision and pursuant
to the orders, advice, and direction of the board of directors of
employer. Employee will at all times faithfully, industriously, and to best
of his ability, experience, and talents, perform all of the duties that
may be required of and from employee pursuant to the express and
implicit terms of this Agreement, to the reasonable satisfaction of employer.
Employee shall perform such other duties as are customarily performed by one
holding such position in other, same, or similar businesses or enterprises
as that engaged in by corporation, and shall also render such other and
unrelated services and duties as may be assigned to him from time to time
by employer. Employee will devote a sufficient amount of his time, energy, and
skill during regular and, if necessary, outside of, regular business
hours to such employment. Employee shall perform such services and act in
such executive capacity as the board of directors of employer shall
direct. This Agreement shall not act to bar employee from continuing any
other business activities or professions in which employee is engaged
on the effective date of this agreement nor from undertaking any new
business activities or professions as long as they do not conflict with
the employer's business. During the term of this Agreement, as set
forth more specifically below, employee will not engage in or provide
services to businesses that compete with that of employer nor take
advantage of any business opportunity that rightfully belongs to employer.
CONTRACT LABOR OPTION
To the extent permitted federal and state tax and employment
laws, employee shall have the right to direct employer to pay any or
all of the compensation due employee under this agreement to a viable
business entity owned and operated by employee. In this event such entity
shall be deemed employee's "employer" solely for purposes of computing,
withholding, and paying employee's federal and state taxes and related federal
and state employment charges for income paid by employer to employee under
this Agreement. Both the entity and the employee personally, shall
guarantee employee's performance under this Agreement in writing. None of
employee's other personal responsibilities or rights under this
Agreement shall terminate or be modified by virtue of such designation.
Employee and employer will cooperate with each other and promptly execute on
demand, any additional documents necessary to carry out the intent of
this provision. This provision is subject to the explicit condition that either
it does not result in additional expense to employer, or, if it does,
employer's board of directors approves such additional expense on such terms
and conditions as are reasonable.
SECTION FOUR
COMPENSATION
A. Employee's salary shall be at the rate of One Hundred
Fifty Thousand Dollars ($150,000.00) per year from the effective date of this
agreement, unless increased with the approval of employer's Board of
Directors until the end of the fifth fiscal period of employer ending after the
effective date of this agreement.
EMPLOYEE BENEFIT PLAN
Employee shall be entitled to participate in any qualified
Profit-Sharing Plan, Employee Stock Plan, Stock Bonus Plan and Pension Plan
adopted or implemented by employer. The administration, contributions,
restrictions and degree of employee participation shall be at the discretion
of employer with approval of employer's Board of Directors.
HEALTH CARE INSURANCE BENEFITS
Employer shall provide employee with Health Insurance
Benefits for employee and employee's partner. The administration,
restrictions, contributions, insurance carrier, extent of coverage, including,
but not limited to major medical, catastrophic medical, dental,
ophthalmology, and optometry, shall be at the discretion of employer with
approval of employer's Board of Directors. Health insurance benefits shall
terminate sixty days after the termination of this agreement.
SECTION FIVE
FAILURE TO PAY EMPLOYEE
The failure of employer to pay employee his or her salary as
provided in Section Four may, in employee's sole discretion be deemed a
breach of this agreement, and unless such breach is cured within thirty days
after written notice to employer, this employment agreement shall
terminate, including the non-competition provisions of Sections Eight and
Nine.
SECTION SIX
REIMBURSEMENT FOR EXPENSES
Employer shall reimburse employee for reasonable out-of-pocket
expenses that employee shall incur in connection with his services for
employer contemplated by this agreement, on presentation by employee of
appropriate vouchers and receipts for such expenses to employer.
SECTION SEVEN
TERMINATION
A. In the event Employee should die during the term of this
Agreement employer will pay all sums due and payable to employee under this
Agreement, including without limitation all of the compensation payable to
employee under this Agreement as if employee had not died or been
terminated, to employee's legal representative and thereafter to employee's
heirs, through a period ending Sixty days after employee's date of death. Said
sums shall be paid monthly. Employee shall be deemed not to be or to
have been in breach of this Agreement, and no payment shall be suspended,
withheld or interrupted for any reason.
B. Except as otherwise provided in this agreement, if
employee fails to perform or to comply with any material term or condition of
this agreement and does not undertake reasonable steps to cure such
failure to perform or comply, within Thirty days of receipt of written
notice of such failure to conform or comply, then this agreement may be
terminated on Sixty days' written notice to employee by employer. Such notice
shall specify the precise nature of the failure to perform or to
comply, shall contain reasonable suggestions for curing same and specifically
warn employee of the consequences of failure to cure within the thirty
day period. In the event of merger, acquisition or takeover of
employer, employer guarantees employee a position with the surviving,
acquiring, or ongoing entity that is similar or better in position, at the
same or better compensation, and under the same terms and conditions as
are otherwise set forth in this Agreement. If the holders of either
the common or the preferred stock of employer acquire and
exercise the right to choose a majority of the board of directors of employer
and a majority of the newly elected board of directors vote to
terminate such employment, it may be terminated upon Ninety days written notice
to employee, but only subject to the following terms and conditions:
all sums due and payable to employee under this Agreement, including
without limitation all of the compensation payable to employee under this
Agreement as if employee had not been terminated for employer's first
through fifth fiscal periods, commencing on the effective date of this
Agreement, shall be paid monthly to employee or such entity as employee
designates; employee shall be deemed not to be or to have been in breach of
this Agreement, no payment shall be suspended, withheld or interrupted for any
reason. Additionally, if employee has performed or complied with all the
material terms and conditions of this agreement, the non-competition
provisions of Sections Eight and Nine shall not apply.
C. If employee shall fail or be unable to perform the
services required under this agreement, because of any physical or mental
infirmity, other than death and such failure or inability shall continue for
three consecutive months, or for six months during any consecutive twelve-month
period, employer shall have the right to terminate this agreement ninety days
after delivering written notice of such termination to employee; provided,
however, that employee shall continue to receive his full
compensation under this agreement to the date of termination, in spite of any
such infirmity. The non-competition provisions of Sections Eight and
Nine shall continue in effect in spite of such termination of this
agreement, but if, after recovery from such infirmity as evidenced by a medical
certificate of a physician of employer, employer does not choose to hire
employee in some executive capacity, the non competition provisions of Sections
Eight and Nine, if still in effect, shall cease to be operative.
SECTION EIGHT
NON-COMPETITION AFTER TERMINATION
Employee agrees that, in addition to any other limitation,
for a period of three years after the termination of his employment under this
agreement, except a termination caused by employer in violation of the terms
of this agreement, and unless otherwise specified in this agreement,
employee will not directly or indirectly engage in, or in any manner be
connected with or employed by any person, firm, corporation, or other entity in
competition with employer or engaged in manufacturing, advertising,
designing, promoting, selling, or providing fiscal, or other
promotional or consulting services to any person or entity engaged in a similar
business within the territories of the United States of America. This
provision may be modified in whole or in part, or waived, but only in writing,
by employer with approval of employer's Board of Directors.
SECTION NINE
SOLICITATION AFTER TERMINATION
Employee agrees that, in addition to any other limitation,
for a period of three years after the termination of his employment under this
agreement, except a termination caused by employer in violation of the terms
of this agreement, and unless otherwise specified in this agreement,
employee will not, on behalf of himself or on behalf of any other person, firm,
corporation, or other entity, call on any of the customers of
employer, or any of its affiliates or subsidiaries for the purpose of
soliciting and/or providing to any of such customers any manufacturing,
advertising, designing, promoting, selling, fiscal, or other promotional or
consulting services, nor will he, in any way, directly or indirectly, for
himself, or on behalf of any other person, firm, corporation, or other
entity solicit, divert, or take away any customer of employer, its affiliates or
its subsidiaries. This provision may be modified in whole or in part,
or waived, but only in writing, by employer with approval of employer's
Board of Directors.
SECTION TEN
USE OF CONFIDENTIAL INFORMATION
Employee agrees that, in addition to any other limitation
contained in this agreement, regardless of the circumstances of the
termination of employment, he will not communicate to any person, firm,
corporation, or other entity any information relating to customer lists, prices,
design or details relating to finished products of whatever nature and
description as it relates to the employers business; to include, drawings,
specifications and processes, nor employer's proprietary and
trade secrets, advertising, nor any confidential knowledge or secrets that
employee might from time to time acquire with respect to the business of the
employer, or any of its affiliates or subsidiaries.
SECTION ELEVEN
INJUNCTIVE RELIEF
Employee hereby acknowledges that the services to be
rendered under this agreement are of a unique, special, and extraordinary
character that would be difficult or impossible for employer to replace, and by
reason of such difficulty, employee hereby agrees that for violation of any
of the provisions of this agreement, employer shall, in addition to any
other rights and remedies available under this agreement, at law or
otherwise, be entitled to an injunction to be issued by any court of
competent jurisdiction enjoining and restraining employee from committing
any violation of this agreement, and employee hereby consents to
the issuance of such injunction.
SECTION TWELVE
COMMUNICATIONS TO EMPLOYER
A. From the time this agreement commences until the termination of
this agreement, employee shall communicate and channel to employer all
knowledge, business, and customer contacts and any other matters of
information that could concern or be in any way beneficial to the business of
employer, whether acquired by employee before or during the term of this
agreement; provided, however, that nothing under this agreement shall be
construed as requiring such communications where the information is lawfully
protected from disclosure as a trade secret of a third party.
B. Any such information communicated to employer as stated
above shall be and remain the property of employer, in spite of the
subsequent termination of this agreement.
SECTION THIRTEEN
TERMINATION BY EMPLOYEE
If employer shall cease conducting its business, take any
action looking toward its dissolution or liquidation, make an assignment for the
benefit of its creditors, admit in writing its inability to pay its debts as
they become due, file a voluntary or be the subject of an involuntary
petition in bankruptcy, or be the subject of any state or federal
insolvency proceeding of any kind, then the employee may, in his sole
discretion, by written notice to employer, terminate his or her employment and
employer hereby consents to the release of employee under such
circumstances and agrees that if employer ceases to operate or to exist as
a result of such event, the non-competition and other provisions of Sections
Nine through Eleven of this agreement shall terminate.
SECTION FOURTEEN
BINDING EFFECT
This agreement shall be binding on and shall inure to the
benefit of any successor or successors of employer and the personal
representatives of employee.
SECTION FIFTEEN
LAW TO GOVERN CONTRACT
It is agreed that this agreement shall be governed by, construed,
and enforced in accordance with the laws of the State of California.
SECTION SIXTEEN
ENTIRE AGREEMENT
This agreement shall constitute the entire agreement between
the parties and any prior understanding or representation of any kind
preceding the date of this agreement shall not be binding upon either party
except to the extent incorporated in this agreement.
SECTION SEVENTEEN
MODIFICATION OF AGREEMENT
Any modification of this agreement or additional obligation
assumed by either party in connection with this agreement shall be binding
only if evidenced in writing signed by each party or an authorized
representative of each party.
SECTION EIGHTEEN
NO WAIVER
The failure of either party to this agreement to insist upon
the performance of any of the terms and conditions of this agreement,
or the waiver of any breach of any of the terms and conditions of this
agreement, shall not be construed as thereafter waiving any such terms and
conditions, but the same shall continue and remain in full force and effect
as if no such forbearance or waiver had occurred.
SECTION NINETEEN
ATTORNEY FEES
In the event that any action is filed in relation to this
agreement, or any dispute between employer or its assigns and successors in
interest, and employee and his heirs assigns and successors in interest,
arises out of the subject matter of this agreement, the parties hereby waive
any provision of applicable law entitling any party to any attorney's
fees and costs and hereby specifically agree that each party shall
bear their own attorney's fees and costs.
SECTION TWENTY
NOTICES
Except as otherwise provided herein, any notice provided for
or concerning this agreement shall be in writing and shall be deemed
sufficiently given when sent by certified or registered mail if sent to the
respective address of each party as set forth in the official records of the
corporation.
In witness whereof, each party to this agreement has caused
it to be executed at Ventura County, California on the date indicated
below.
DATED: October 31, 1999
Employer
STRATEGIC PARTNERS, INC.
By:____/s/ Gerald Bench_________________________
Gerald Bench, Chief Financial Officer
Attest:___/s/ Trish R. Francis___________________________
Trish R. Francis, Secy.
[Seal]
Employee
By /s/ Frank J. Weinstock
Frank J. Weinstock
[Letterhead of Jones, Jensen & Company, LLC]
CONSENT OF INDEPENDENT AUDITORS'
Board of Directors
Strategic Partners, Inc.
Oxnard, California
We hereby consent to the use in this Registration Statement of
Strategic
Partners, Inc. on the amended Form SB-2, of our report dated April 25,
2000 of Strategic Partners, Inc. for the year ended December 31, 1999,
which are part of this Registration Statement, and to all references to
our firm included in this Registration Statement.
/s/ Jones, Jensen & Company
Jones, Jensen & Company
Salt Lake City, Utah
May 5, 2000
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<LEGEND> THE SCHEDULE CONTAINS SUMMARY FINANCIAL
INFORMATION
EXTRACTED FROM THE CORPORATIONS FORM SB-2
FOR THE YEAR ENDED DECEMBER 31, 1999, AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 386
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT ASSETS> 386
<PP&E> 0
<DEPRECIATION> 0
<TOTAL ASSETS> 386
<CURRENT-LIABILITIES> 69,684
<BONDS> 0
0
0
<COMMON> 569
<OTHER-SE> (69,867)
<TOTAL-LIABILITY-AND-EQUITY> 386
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL COSTS> 365,113
<OTHER EXPENSES> (505)
<LOSS PROVISION> 0
<INTEREST EXPENSE> 38
<INCOME PRETAX> (364,608)
<INCOME-TAX> 0
<INCOME CONTINUING> (364,608)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (364,608)
<EPS-BASIC> (.94)
<EPS-DILUTED> (.94)
