U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
RECIPES DIRECT, INC.
(Name of Small Business Issuer in its charter)
California 7389 33-0883044
(State of Incorporation of (Primary Standard Industrial (I.R.S. Employer
Jurisdiction of Incorporation Classification Code Number) Identification
or Organization) Number)
13771 Danielson St., Suite "E", Poway, CA. 92064 (858) 592-9095
(Address and telephone number of Registrant's principal executive offices
and principal place of business)
Joseph G. Lucidi
11974 Avenida Consentido, San Diego, CA. 92128
(858) 592-9095
(Name, address, and telephone number of agent for service)
Approximate date of proposed sale to the public: As soon as practicable after
this 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, please check the following
box and list the securities Act registration number of the earlier effective
registration statement for the same offering.
[ ] If this Form is a post-effective amendment filed pursuant to Rule 462 (c)
under the Securities Act, please check the following box and list the securities
Act registration statement number of the earlier effective registration
statement for the same offering.
[ ] If this Form is a post-effective amendment filed pursuant to Rule 462 (d)
under the Securities Act, please check the following box and list the securities
Act registration statement number of the earlier effective registration
statement for the same offering.
[X] If the delivery of the prospectus is expected to be made pursuant to Rule
434, check the following box.
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CALCULATION OF REGISTRATION FEE
Title of each class Amount to be Proposed maximum Proposed maximum Amount of
of securities to be registered offering price aggregate registration
registered per unit offering price fee
<S> <C> <C> <C> <C>
Common Shares 1,200,000 $0.05 $60,000 $90.00
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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.
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PART I. INFORMATION REQUIRED IN PROSPECTUS
PROSPECTUS
RECIPES DIRECT, INC.
1,200,000 Shares Common Stock
Offering Price $0.05 per Share
RECIPES DIRECT, INC., a California corporation ("Company"), is hereby offering
up to 1,200,000 shares of its $.001 par value common stock ("Shares") at an
offering price of $0.05 per Share on a "best efforts" basis pursuant to the
terms of this Prospectus for the purpose of providing start-up and working
capital for Recipes Direct, Inc.
The Shares offered hereby are highly speculative and involve a high degree of
risk to public investors and should be purchased only by persons who can afford
to lose their entire investment (See "Risk Factors").
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Underwriting
Discounts
Price to Public (1) and Commissions Proceeds to Issuer (2)
------------------- --------------- ----------------------
Per Share $0.05 $0.00 $0.05
Total Minimum $20,000.00 $0.00 $20,000.00
Total Maximum $60,000.00 $0.00 $60,000.00
Information contained herein is subject to completion or amendment. The
registration statement relating to the securities has been filed with the
Securities and Exchange Commission. The securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
Subject to Completion, Dated _______________, 2000
(1) A maximum of 1,200,000 shares may be sold on a "best efforts" basis. All of
the proceeds from the sale of Shares will be placed in an interest-bearing
escrow account by 12 o'clock noon of the fifth business day after receipt
thereof, until the sum of $20,000.00 is held. If less than $20,000.00 is
received from the sale of the Shares within 120 days of the date of this
Prospectus, the offer will remain open for another 120 days after which if
the minimum is not raised all proceeds will be refunded promptly to
purchasers with interest and without deduction for commission or other
expenses. Subscribers will not be able to obtain return of their funds
while in escrow.
(2) The Net Proceeds to Recipes Direct, Inc. is before the payment of certain
expenses in connection with this offering. See "Use of Proceeds."
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THE SHARES ARE OFFERED BY RECIPES DIRECT, INC. SUBJECT TO PRIOR SALE, ACCEPTANCE
OF THE SUBSCRIPTIONS BY RECIPES DIRECT, INC. AND APPROVAL OF CERTAIN LEGAL
MATTERS BY COUNSEL TO RECIPES DIRECT, INC.
RECIPES DIRECT, INC. HAS THE RIGHT, IN ITS SOLE DISCRETION, TO ACCEPT OR REJECT
SUBSCRIPTIONS IN WHOLE OR IN PART, FOR ANY REASON OR FOR NO REASON. UNTIL
________________, 2000, ALL DEALERS EFFECTING TRANSACTIONS IN THE REGISTERED
SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED
TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO
DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR
UNSOLD ALLOENTS OR SUBSCRIPTIONS.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OPEN
OFFER TO BUY INTO SECURITIES OFFERED HEREBY A STATE IN WHICH, OR TO A PERSON
TRUE, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE INFORMATION CONTAINED HEREIN
SUBSEQUENT TO THE DATE THEREOF. HOWEVER, IF A MATERIAL CHANGE OCCURS, THIS
PROSPECTUS WILL BE AMENDED OR SUPPLEMENTED ACCORDINGLY FOR ALL EXISTING
SHAREHOLDERS, AND FOR ALL PROSPECTIVE INVESTORS WHO HAVE NOT YET BEEN ACCEPTED
AS SHAREHOLDERS IN RECIPES DIRECT, INC.
THIS PROSPECTUS DOES NOT INTENTIONALLY OMIT ANY MATERIAL FACT OR CONTAIN ANY
UNTRUE STATEMENT OF MATERIAL FACT. NO PERSON OR ENTITY HAS BEEN AUTHORIZED BY
THE COMPANY TO GIVE ANY INFORMATION OR MAKE A REPRESENTATION, WARRANTY,
COVENANT, OR AGREEMENT WHICH IS NOT EXPRESSLY PROVIDED FOR OR CONTAINED IN THIS
PROSPECTUS; IF GIVEN OR MADE, SUCH INFORMATION, REPRESENTATION, WARRANTY,
COVENANT, OR AGREEMENT MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED.
THE COMPANY IS NOT A REPORTING COMPANY. EACH PERSON WHO RECEIVES A PROSPECTUS
WILL HAVE AN OPPORTUNITY TO MEET WITH REPRESENTATIVES OF RECIPES DIRECT, INC.,
DURING NORMAL BUSINESS HOURS UPON WRITTEN OR ORAL REQUEST TO RECIPES DIRECT,
INC., IN ORDER TO VERIFY ANY OF THE INFORMATION INCLUDED IN THIS PROSPECTUS AND
TO OBTAIN ADDITIONAL INFORMATION REGARDING RECIPES DIRECT, INC. IN ADDITION,
EACH SUCH PERSON WILL BE PROVIDED WITHOUT CHARGE, UPON WRITTEN OR ORAL REQUEST,
A COPY OF ANY OF THE INFORMATION THAT IS INCORPORATED BY REFERENCE IN THE
PROSPECTUS AND THE ADDRESS (INCLUDING TITLE OR DEPARTMENT) AND TELEPHONE NUMBER
TO WHICH SUCH REQUEST IS TO BE DIRECTED.
ALL OFFEREES AND SUBSCRIBERS WILL BE ASKED TO ACKNOWLEDGE IN THE SUBSCRIPTION
AGREEMENT THAT THEY HAVE READ THIS PROSPECTUS CAREFULLY AND THOROUGHLY, THEY
WERE GIVEN THE OPPORTUNITY TO OBTAIN ADDITIONAL INFORMATION; AND THEY DID SO TO
THEIR SATISFACTION.
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TABLE OF CONTENTS
PROSPECTUS SUMMARY 5
RISK FACTORS 6
USE OF PROCEEDS 10
DETERMINATION OF OFFERING PRICE 10
DILUTION 10
PLAN OF DISTRIBUTION 11
LEGAL PROCEEDINGS 12
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS 12
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 13
DESCRIPTION OF SECURITIES 13
INTEREST OF NAMED EXPERTS AND COUNSEL 14
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
THE ACT LIABILITIES 14
ORGANIZATION WITHIN LAST FIVE YEARS 15
DESCRIPTION OF BUSINESS 15
DESCRIPTION OF OFFERED SERVICES 16
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 18
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 18
EXECUTIVE COMPENSATION 18
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS 18
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PROSPECTUS SUMMARY
The following summary is qualified in its entirety by detailed information
appearing elsewhere in this prospectus ("Prospectus"). Each prospective investor
is urged to read this Prospectus, and the attached Exhibits, in their entirety.
The Company.
Recipes Direct, Inc. proposes to consummate business opportunities created by
the high volume of people using the Internet to find new and better ways to live
their lives.
Recipes Direct, Inc. will attempt to create a complete, fully functional,
interactive Web site that will be comprised of various menus dealing with great
tasting healthy foods. This Web site will be updated weekly or as needed. We
will display our recipes as complete as possible.
Recipes Direct, Inc. will also furnish a complete list of mixed drinks that are
made in America.
Recipes Direct, Inc. offers the consumer the following benefits:
(a) Recipes Direct, Inc. will provide a source of knowledge to the public
on how to prepare better meals for the family and or guests without a
monetary investment.
(b) The principal benefit to the consumer is satisfaction in the
preparation of special or everyday meals. Recipes Direct, Inc. is
prepared to offer consumers their recipes to make great meals at
reasonable prices at no cost to the consumer. The new Web site
provided by Recipes Direct, Inc. will be accessed via any computer
that has access to the Internet. This Web site will be made so it is
easily navigable.
(c) Another benefit to the Company's Web site is to educate the consumer,
free of charge, in the preparation of different types of meals. Many
of the meals can be prepared by people who are on fixed incomes and
might not be able to afford to dine out as often as they might wish.
We will offer various recipes to the consumer, which will make their
lives a little better.
The Company will have discretion in the selection of recipes offered to the
consumers. Recipes Direct, Inc. will continue to offer new and innovative
recipes so as to maintain its hopeful reputation for expansion.
The success of our relationship with the consumer is backed up by the commitment
of our management team in conjunction with a solid management plan. Our
management goal is to achieve success in the consumers kitchens all across
America. We would like to meet and exceed any and all expectations that the
consumer might have. To achieve this level of performance, Recipes Direct, Inc.
will be backed by our network operation and customer care organizations.
These personnel are mandated to manage day-to-day operations, including
retrieving all new recipes and reviewing them before submittal to the Company's
Web site. They will also handle any questions that may be E-mailed to us about
any recipe they receive from our Web site. Our customer care goal is to ensure
that every contact with our organization results in greater customer interest
and satisfaction.
The Offering.
Shares of Recipes Direct, Inc. will be offered at $0.05 per Share. See "Plan of
Distribution." The minimum subscription required of investors (as a whole) is
$20,000.00, in order to meet the proposed minimum offering requirements. If all
the Shares offered are sold, the net proceeds to the Company will be $60,000.00.
See "Use of Proceeds." This balance will be used as working capital for Recipes
Direct, Inc.
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Liquidity of Investment.
Although the Shares will be "free trading," there is minimal established market
for the Shares and there may not be in the future. Therefore, an investor should
consider his investment to be long-term. See "Risk Factors."
Risk Factors.
An investment in Recipes Direct, Inc. involves risks due in part to no previous
financial or operating history of Company, as well as competition in the
Internet business. Also, certain potential conflicts of interest arise due to
the relationship of Recipes Direct, Inc. to management and others. See "Risk
Factors."
RISK FACTORS
THE SECURITIES OFFERED HEREBY ARE HIGHLY SPECULATIVE IN NATURE AND INVOLVE A
HIGH DEGREE OF RISK. THESE SECURITIES SHOULD BE PURCHASED ONLY BY PERSONS WHO
CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. THEREFORE, EACH PROSPECTIVE INVESTOR
SHOULD, PRIOR TO PURCHASE, CONSIDER VERY CAREFULLY THE FOLLOWING RISK FACTORS
AMONG OTHER THINGS, AS WELL AS ALL OTHER INFORMATION SET FORTH IN THIS
PROSPECTUS.
Lack of Prior Operations and Experience.
The Company is relatively newly organized, has no significant revenues yet from
operations, and has no assets. There can be no assurance that Recipes Direct,
Inc. will generate revenues in the future; and there can be no assurance that
the Company will operate at a profitable level. See "Business and Properties."
If Recipes Direct, Inc. is unable to obtain customers and generate sufficient
revenues so that it can profitably operate, the Company's business will not
succeed. In such event, investors in the Shares may lose their entire cash
investment.
Dependence on Internet Industry.
The Company's business is influenced by the rate of use and expansion in the
Internet industry. Declines in the industry may influence the Company's revenues
adversely.
Influence of Other External Factors.
The investment is a speculative venture necessarily involving some substantial
risk. There is no certainty that the expenditures to be made by the Company will
result in commercially profitable business. The marketability of the investment
will be affected by numerous factors beyond the control of the Company. These
factors include market fluctuations, the general state of the economy (including
the rate of inflation, and local economic conditions), and the state of the
industry, all of which can affect peoples' discretionary spending, while can in
turn affect the demand for internet services. Factors which leave less money in
the hands of potential clients of the Company will likely have an adverse effect
on the Company The exact effect of these factors cannot be accurately predicted,
but the combination of these factors may result in the Company not receiving an
adequate return on invested capital.
Regulatory Factors.
Existing and possible future consumer legislation, regulations, and actions
could cause additional expense, capital expenditures, restrictions, and delays
in the activities undertaken in connection with the Internet business, the
extent of which cannot be predicted.
Competition.
The Company may experience substantial competition in its efforts to locate and
attract clients. Many competitors in these areas have greater experience,
resources, and managerial capabilities than the Company and may be in a better
position than the Company to obtain access to attractive clientele. There are a
number of larger companies in which may directly compete with the Company. Such
competition could have a material adverse effect on the Company's profitability.
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Success of Management.
Any potential investor is strongly cautioned that the purchase of these
securities should be evaluated on the basis of: (i) the limited diversification
of the venture capital opportunities afforded to the Company, (ii) the high-risk
nature and limited liquidity of Recipes Direct, Inc., and (iii) the Company's
ability to utilize funds for the successful development and distribution of
revenues as derived by the revenues received by the Company's yet undeveloped
portfolio of clients, and any new potentially profitable ventures, among other
things. The Company can offer no assurance that any particular client and/or
property under its management contract will become successful.
Reliance on Management.
The Company's success is dependent upon the hiring of key administrative
personnel. None of the officers, directors, or any of the other key personnel,
has any employment or non competition agreement with Recipes Direct, Inc.
Therefore, there can be no assurance that these personnel will remain employed
by Recipes Direct, Inc. Should any of these individuals cease to be affiliated
with the Company for any reason before qualified replacements could be found,
there could be material adverse effects on Recipes Direct, Inc.'s business and
prospects.
In addition, management has no experience in managing companies in the same
business as Recipes Direct, Inc. In addition, all decisions with respect to the
management of the Company will be made exclusively by the officers and directors
of the Company. Investors will only have rights associated with minority
ownership interest rights to make decision that effect Recipes Direct, Inc. The
success of the Company, to a large extent, will depend on the quality of the
directors and officers of Recipes Direct, Inc. Accordingly, no person should
invest in the Shares unless he is willing to entrust all aspects of the
management of Recipes Direct, Inc. to the officers and directors.
Lack of Diversification.
The size of Recipes Direct, Inc. makes it unlikely that the Company will be able
to commit its funds to the acquisition of any major accounts until it has a
proven track record, and Recipes Direct, Inc. may not be able to achieve the
same level of diversification as larger entities engaged in this type of
business.
No Cumulative Voting.
Holders of the Common Stock are not entitled to accumulate their votes for the
election of directors or otherwise. Accordingly, the holders of a majority of
the shares present at a meeting of shareholders will be able to elect all of the
directors of Recipes Direct, Inc., and the minority shareholders will not be
able to elect a representative to Recipes Direct, Inc.'s board of directors.
Absence of Cash Dividends.
The Board of Directors does not anticipate paying cash dividends on the Shares
for the foreseeable future and intends to retain any future earnings to finance
the growth of Recipes Direct, Inc.'s business. Payment of dividends, if any,
will depend, among other factors, on earnings, capital requirements, and the
general operating and financial condition of Recipes Direct, Inc., and will be
subject to legal limitations on the payment of dividends out of paid-in capital.
Conflicts of Interest.
The officers and directors have other interests to which they devote substantial
time, either individually or through partnerships and corporations in which they
have an interest, hold an office, or serve on boards of directors, and each will
continue to do so not withstanding the fact that management time may be
necessary to the business of Recipes Direct, Inc. As a result, certain conflicts
of interest may exist between Recipes Direct, Inc. and its officers and/or
directors that may not be susceptible to resolution.
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In addition, conflicts of interest may arise in the area of corporate
opportunities that cannot be resolved through arm's length negotiations. All of
the potential conflicts of interest will be resolved only through exercise by
the directors of such judgment as is consistent with their fiduciary duties to
Recipes Direct, Inc. It is the intention of management, so as to minimize any
potential conflicts of interest, to present first to the Board of Directors to
Recipes Direct, Inc., any proposed investments for its evaluation.
Investment Valuation Determined by the Board of Directors.
The Company's Board of Directors is responsible for valuation of Recipes Direct,
Inc.'s investments. There are wide ranges of values that are reasonable for an
investment for the Company's services. Although the Board of Directors can adopt
several methods for an accurate evaluation, ultimately the determination of fair
value involves subjective judgment not capable of substantiation by auditing
standards. Accordingly, in some instances it may not be possible to
substantiate, by auditing standards, the value of Recipes Direct, Inc.'s
investments. The Company's Board of Directors will serve as the valuation
committee, responsible for valuing each of Recipes Direct, Inc.'s investments.
In connection with any future distributions that the Company may make, the value
of the securities received by investors as determined by the Board may not be
the actual value that the investors would be able to obtain even if they sought
to sell such securities immediately after a distribution. In addition, the value
of the distribution may decrease or increase significantly subsequent to the
distribute shareholders' receipt thereof, notwithstanding the accuracy of the
Board's evaluation.
Additional Financing May Be Required.
Even if all of the 1,200,000 Shares offered hereby are sold, the funds available
to Recipes Direct, Inc. may not be adequate for it to be competitive in the
areas in which it intends to operate. There is no assurance that additional
funds will be available from any source when needed by Recipes Direct, Inc. for
expansion; and, if not available, Recipes Direct, Inc. may not be able to expand
its operation as rapidly as it could if such financing were available. The
proceeds from this Offering are expected to be sufficient for Recipes Direct,
Inc. to become operational, and develop and market its line of services.
Additional financing could possibly come in the form of debt/preferred stock. If
additional shares were issued to obtain financing, investors in this offering
would suffer a dilutionary effect on their percentage of stock ownership in the
Company. However, the book value of their shares would not be diluted, provided
additional shares are sold at a price greater than that paid by investors in
this offering. The Company does not anticipate having within the next 12 months
any cash flow or liquidity problems.
Purchases by Affiliates.
Certain officers, directors, principal shareholders and affiliates may purchase,
for investment purposes, a portion of the Shares offered hereby, which could,
upon conversion, increase the percentage of the Shares owned by such persons.
The purchases by these control persons may make it possible for the Offering to
meet the escrow amount.
No Assurance Shares Will Be Sold.
The 1,200,000 Shares are to be offered directly by Recipes Direct, Inc., and no
individual, firm, or corporation has agreed to purchase or take down any of the
shares. No assurance whatsoever can be given that any or all of the Shares will
be sold.
Arbitrary Offering Price.
The Offering Price of the Shares bears no relation to book value, assets,
earnings, or any other objective criteria of value. They have been arbitrarily
determined by the Company. There can be no assurance that, even if a public
trading market develops for Recipes Direct, Inc.'s securities, the Shares will
attain market values commensurate with the Offering Price.
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"Best Efforts" Offering.
The Shares are offered by Recipes Direct, Inc. on a "best efforts" basis, and no
individual, firm or corporation has agreed to purchase or take down any of the
offered Shares. No assurance can be given that any or all of the Shares will be
sold. Provisions have been made to deposit in escrow the funds received from the
purchase of Shares sold by Recipes Direct, Inc. In the event that $20,000.00 is
not received within one hundred twenty (120) days of the effective date of this
Prospectus, the offer will be extended for another one hundred twenty (120) days
after which the proceeds so collected will be refunded to investors without
deducting sales commissions or expenses. During this escrow period, which may
last up to two hundred forty (240) days, subscribers will not have use of nor
derive benefits from their escrow funds.
Minimal Public Market for Company's Securities.
Prior to the Offering, there has been minimal public market for the Shares being
offered. There can be no assurance that an active trading market will develop or
that purchasers of the Shares will be able to resell their securities at prices
equal to or greater than the respective initial public offering prices. The
market price of the Shares may be affected significantly by factors such as
announcements by Recipes Direct, Inc. or its competitors, variations in Recipes
Direct, Inc.'s results of operations, and market conditions in the retail,
electron commerce, and Internet industries in general. The market price may also
be affected by movements in prices of stock in general. As a result of these
factors, purchasers of the Shares offered hereby may not be able to liquidate an
investment in the Shares readily or at all.
Shares Eligible for Future Sale.
All of the Shares which are held by management have been issued in reliance on
the private placement exemption under the Securities Act of 1933, as amended
("Act"). Such Shares will not be available for sale in the open market without
separate registration except in reliance upon Rule 144 under the Act. In
general, under Rule 144a person (or persons whose shares are aggregated) who has
beneficially owned shares acquired in a nonpublic transaction for at least one
year, including persons who may be deemed Affiliates of Recipes Direct, Inc. (as
that term is defined under the Act) would be entitled to sell within any
three-month period a number of shares that does not exceed the greater of 1% of
the then outstanding shares of common stock, or the average weekly reported
trading volume on all national securities exchanges and through NASDAQ during
the four calendar weeks preceding such sale, provided that certain current
public information is then available. If a substantial number of the Shares
owned by management were sold pursuant to Rule 144 or a registered offering, the
market price of the Common Stock could be adversely affected.
Forward-Looking Statements.
This Prospectus contains "forward looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Act of 1934, as amended, and as contemplated under the Private
Securities Litigation Reform Act of 1995, including statements regarding, among
other items, the Company's business strategies, continued growth in the
Company's markets, projections, and anticipated trends in Recipes Direct, Inc.'s
business and the industry in which it operates. The words "believe," "expect,"
"anticipate," "intends," "forecast," "project," and similar expressions identify
forward-looking statements. These forward-looking statements are based largely
on the Company's expectations and are subject to a number of risks and
uncertainties, certain of which are beyond the Company's control. Recipes
Direct, Inc. cautions that these statements are further qualified by important
factors that could cause actual results to differ materially from those in the
forward looking statements, including those factors described under "Risk
Factors" and elsewhere herein. In light of these risks and uncertainties, there
can be no assurance that the forward-looking information contained in this
Prospectus will in fact transpire or prove to be accurate. All subsequent
written and oral forward-looking statements attributable to the Company or
persons acting on its behalf are expressly qualified in their entirety by this
section.
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USE OF PROCEEDS
Following the sale of the 1,200,000 Shares Offered by Recipes Direct, Inc. there
will be a gross proceeds of $60,000. These proceeds will be used to provide
start-up and working capital for Recipes Direct, Inc.
The following table sets forth the use of proceeds from this offering (based on
the minimum and maximum offering amounts):
Use of Proceeds Minimum Offering Maximum Offering
Amount Percent Amount Percent
Transfer Agent Fee $1,500.00 7.5% $1,500.00 2.5%
Printing Costs $1,500.00 7.5% $1,500.00 2.5%
Legal Fees $10,000.00 50.0% $30,000.00 50.0%
Accounting Fees $1,500.00 7.5% $5,000.00 8.3%
Working Capital $5,500.00 27.5% $22,000.00 36.7%
Total $20,000.00 100.0% $60,000.00 100.0%
Management anticipates expending these funds for the purposes indicated above.
To the extent that expenditures are less than projected, the resulting balances
will be retained and used for general working capital purposes or allocated
according to the discretion of the Board of Directors. Conversely, to the extent
that such expenditures require the utilization of funds in excess of the amounts
anticipated, supplemental amounts may be drawn from other sources, including,
but not limited to, general working capital and/or external financing. The net
proceeds of this offering that are not expended immediately may be deposited in
interest or non-interest bearing accounts, or invested in government
obligations, certificates of deposit, commercial paper, money market mutual
funds, or similar investments.
DETERMINATION OF OFFERING PRICE
The offering price is not based upon the Company's net worth, total asset value,
or any other objective measure of value based upon accounting measurements. The
offering price is determined by the Board of Directors of the Company and was
determined arbitrarily based upon the amount of funds needed by the Company to
start-up the business, and the number of shares that the initial shareholders
were willing to allow to be sold.
DILUTION
"Net tangible book value" is the amount that results from subtracting the total
liabilities and intangible assets of an entity from its total assets. "Dilution"
is the difference between the public offering price of a security and its net
tangible book value per Share immediately after the Offering, giving effect to
the receipt of net proceeds in the Offering. As of November 30, 1999, the net
tangible book value of the Company was $1,500.00 or $0.0003947 per Share. Giving
effect to the sale by the Company of all offered Shares at the public offering
price, the pro forma net tangible book value of the Company would be $61,500.00
or $0.0123 per Share, which would represent an immediate increase of $0.0119053
in net tangible book value per Share and $0.0380947 per Share dilution per share
to new investors. Dilution of the book value of the Shares may result from
future share offerings by Recipes Direct, Inc.
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The following table illustrates the pro forma per Share dilution:
Assuming Maximum
Shares Sold
Offering Price (1) $ 0.05
Net Tangible book Value per share before offering (2) $ 0.0003947
Increase Attributable to purchase of stock by new investors (3) $ 0.0119053
Net Tangible book value per Share after offering (4) $ 0.0123
Dilution to new investors (5) $ 0.0380947
Percent Dilution to new investors (6,7) 76.1894%
(1) Offering price before deduction of offering expenses, calculated on a
"Common Share Equivalent" basis.
(2) The net tangible book value per share before the offering ($0.0003947)
is determined by dividing the number of Shares outstanding prior to
this offering into the net tangible book value of Recipes Direct, Inc.
(3) The net tangible book value after the offering is determined by adding
the net tangible book value before the offering to the estimated
proceeds to the Corporation from the current offering (assuming all
the Shares are subscribed), and dividing by the number of common
shares outstanding.
(4) The net tangible book value per share after the offering ($0.0123) is
determined by dividing the number of Shares that will be outstanding,
assuming sale of all the Shares offered, after the offering into the
net tangible book value after the offering as determined in note 3
above.
(5) The Increase Attributable to purchase of stock by new investors is
derived by taking the net tangible book value per share after the
offering ($0.0123) and subtracting from it the net tangible book value
per share before the offering ($0.0003947) for an increase of
$0.0119053.
(6) The dilution to new investors is determined by subtracting the net
tangible book value per share after the offering ($0.0123) from the
offering price of the Shares in this offering ($0.05), giving a
dilution value of ($0.0380947).
(7) The Percent Dilution to new investors is determined by dividing the
Dilution to new investors ($0.0380947) by the offering price per Share
($0.05) giving a dilution to new investors of 76.1894%.
PLAN OF DISTRIBUTION
The Company will sell a maximum of 1,200,000 Shares of its common stock, par
value $0.001 per Share to the public on a "best efforts" basis. The minimum
purchase required of an investor is $100.00. There can be no assurance that any
of these Shares will be sold. The gross proceeds to Recipes Direct, Inc. will be
$60,000.00 if all the Shares offered are sold. No commissions or other fees will
be paid, directly or indirectly, by the Company, or any of its principals, to
any person or firm in connection with solicitation of sales of the; certain
costs are to be paid in connection with the offering (see "Use of Proceeds").
The public offering price of the Shares will be modified, from time to time, by
amendment to this Prospectus, in accordance with changes in the market price of
the Company's common stock. These securities are offered by Recipes Direct, Inc.
subject to prior sale and to approval of certain legal matters by counsel.
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Opportunity to Make Inquiries.
The Company will make available to each Offeree, prior to any sale of the
Shares, the opportunity to ask questions and receive answers from Recipes
Direct, Inc. concerning any aspect of the investment and to obtain any
additional information contained in this Memorandum, to the extent that Recipes
Direct, Inc. possesses such information or can acquire it without unreasonable
effort or expense.
Execution of Documents.
Each person desiring to subscribe to the Shares must complete, execute,
acknowledge, and delivered to the Company a Subscription Agreement, which will
contain, among other provisions, representations as to the investor's
qualifications to purchase the common stock and his ability to evaluate and bear
the risk of an investment in the Company. By executing the subscription
agreement, the subscriber is agreeing that if the Subscription Agreement it is
accepted by the Company, such a subscriber will be, a shareholder in the Company
and will be otherwise bound by the Articles of Incorporation and the By-Laws of
Recipes Direct, Inc. in the form attached to this Prospectus.
Promptly upon receipt of subscription documents by Recipes Direct, Inc., it will
make a determination as to whether a prospective investor will be accepted as a
shareholder in the Company. Recipes Direct, Inc. may reject a subscriber's
Subscription Agreement for any reason. Subscriptions will be rejected for
failure to conform to the requirements of this Prospectus (such as failure to
follow the proper subscription procedure), insufficient documentation, over
subscription to Recipes Direct, Inc., or such other reasons other as Recipes
Direct, Inc. determines to be in the best interest of Recipes Direct, Inc. If a
subscription is rejected, in whole or in part, the subscription funds, or
portion thereof, will be promptly returned to the prospective investor without
interest by depositing a check (payable to said investor) in the amount of said
funds in the United States mail, certified returned-receipt requested.
Subscriptions may not be revoked, cancelled, or terminated by the subscriber,
except as provided herein.
LEGAL PROCEEDINGS
The Company is not a party to any material pending legal proceedings and, to the
best of its knowledge, no such action by or against Recipes Direct, Inc. has
been threatened.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS
The names, ages, and respective positions of the directors, officers, and
significant employees of Recipes Direct, Inc. are set forth below. All these
persons have held their positions since November 30, 1999. There are no other
persons who can be classified as a promoter or controlling person of Recipes
Direct, Inc.
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Joseph G. Lucidi, President and Director
Joseph G. Lucidi, age 52, is currently the President and a Member of the Board
of Directors. Since 1986, he has been the President of Zips Tummy Buster, Inc.,
a deli and catering business in southern California. He has opened seven of
these locations with great success. In addition to the deli operation he was
also President of the Hamburger Factory Restaurant. The restaurant was owned by
their corporation for a period of ten years. While running the day-to-day
operations at the Hamburger Factory it grossed $167,000.00 the first year in
operation in comparison to the tenth year of $1,250,000.00. He has owned several
other prosperous restaurants in the State of Michigan along with the largest
Milwaukee Electric Tool distributorship in the State of Michigan. His other
businesses owned include a dry wall company, and a restaurant supply business.
He is also the present President and a Director of Recipes Direct, Inc., a
California corporation that specializes in Internet sales of food preparation
recipes. Before going into business for himself he was an Industrial Engineer
for the Chrysler Corporation. Joseph G. Lucidi graduated from Ferris State
College with a B. S. Degree in Banking/Marketing.
Joseph P. Lucidi, Vice-President and Director
Joseph P. Lucidi, age 20, has been actively involved in the daily operations of
the restaurant business. His past duties include, but are not limited to being a
cook, a cashier, a server, and a manager. He has also worked at Rancho Bernardo
Inn Golf Club in the Pro Shop. He has also worked as a clerk at Macys. Joseph P.
Lucidi is presently attending College at California State San Marcos University.
Lisa B. Lucidi, Secretary, Treasurer and Director
Lisa B. Lucidi, age 46, has been involved in the management and development of
Zips Tummy Buster, Inc. operations. She has been responsible for the day-to-day
operations of the restaurants. With her dedicated and hard work came the
successes of the business. She has been involved in ten past restaurants and is
presently building the eleventh restaurant. With her expertise all of the
restaurants have been successful. Before joining her husband in the restaurant
business she worked as a medical secretary. Lisa B. Lucidi went to Michigan
State University.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of the date of this Prospectus, the
outstanding Shares of common stock of Recipes Direct, Inc. owned of record or
beneficially by each person who owned of record, or was known by the Company to
own beneficially, more than 5% of Recipes Direct, Inc.'s Common Stock, and the
name and share holdings of each officer and director and all officers and
directors as a group.
Title of Class Name of Beneficial Owner Amount and Nature Percent of Class
of Beneficial Owner
Common Joseph G. Lucidi 3,800,000 Common 100.0%
Stock President, Director
DESCRIPTION OF SECURITIES
General Description. The securities being offered are shares of common stock.
The Articles of Incorporation authorize the issuance of 100,000,000 shares of
common stock, with a par value of $0.001. The holders of the Shares: (a) have
equal ratable rights to dividends from funds legally available therefore, when,
as, and if declared by the Board of Directors of the Company; (b) are entitled
to share ratably in all of the assets of the Company available for distribution
upon winding up of the affairs of the Company; (c) do not have preemptive
subscription or conversion rights and there are no redemption or sinking fund
applicable thereto; and (d) are entitled to one non-cumulative vote per share on
all matters on which shareholders may vote at all meetings of shareholders.
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These securities do not have any of the following rights: (a) cumulative or
special voting rights; (b) preemptive rights to purchase in new issues of
Shares; (c) preference as to dividends or interest; (d) preference upon
liquidation; or (e) any other special rights or preferences. In addition, the
Shares are not convertible into any other security. There are no restrictions on
dividends under any loan other financing arrangements or otherwise. See a copy
of the Articles of Incorporation, and amendments thereto, and By-Laws of Recipes
Direct, Inc., attached as Exhibit 3.1 and Exhibit 3.2, respectively, to this
Form SB-2. As of the date of this Form SB-2, Recipes Direct, Inc. has 1,200,000
shares of common stock outstanding.
Non-Cumulative Voting.
The holders of Shares of Common Stock of Recipes Direct, Inc. do not have
cumulative voting rights, which means that the holders of more than 50.0% of
such outstanding Shares, voting for the election of directors, can elect all of
the directors to be elected, if they so choose. In such event, the holders of
the remaining Shares will not be able to elect any of the Company's directors.
Dividends.
Recipes Direct, Inc. does not currently intend to pay cash dividends. Recipes
Direct, Inc.'s proposed dividend policy is to make distributions of its revenues
to its stockholders when Recipes Direct, Inc.'s Board of Directors deems such
distributions appropriate. Because Recipes Direct, Inc. does not intend to make
cash distributions, potential shareholders would need to sell their shares to
realize a return on their investment. There can be no assurances of the
projected values of the shares, or can there be any guarantees of the success of
Recipes Direct, Inc.
A distribution of revenues will be made only when, in the judgment of Recipes
Direct, Inc.'s Board of Directors, it is in the best interest of the Company's
stockholders to do so. The Board of Directors will review, among other things,
the investment quality and marketability of the securities considered for
distribution; the impact of a distribution of the investor's securities on its
customers, joint venture associates, management contracts, other investors,
financial institutions, and the company's internal management, plus the tax
consequences and the market effects of an initial or broader distribution of
such securities.
Possible Anti-Takeover Effects of Authorized but Unissued Stock.
Upon the completion of this Offering, the Company's authorized but unissued
capital stock will consist of 95,000,000 shares (assuming the entire offering is
sold) of common stock. One effect of the existence of authorized but unissued
capital stock may be to enable the Board of Directors to render more difficult
or to discourage an attempt to obtain control of Recipes Direct, Inc. by means
of a merger, tender offer, proxy contest, or otherwise, and thereby to protect
the continuity of Recipes Direct, Inc.'s management. If, in the due exercise of
its fiduciary obligations, for example, the Board of Directors were to determine
that a takeover proposal was not in Recipes Direct, Inc.'s best interests, such
shares could be issued by the Board of Directors without stockholder approval in
one or more private placements or other transactions that might prevent, or
render more difficult or costly, completion of the takeover transaction by
diluting the voting or other rights of the proposed acquirer or insurgent
stockholder or stockholder group, by creating a substantial voting block in
institutional or other hands that might undertake to support the position of the
incumbent Board of Directors, by effecting an acquisition that might complicate
or preclude the takeover, or otherwise.
Transfer Agent.
The Company intends to engage the services of Pacific Stock Transfer, LV, Nevada
to act as transfer agent and registrar.
INTEREST OF NAMED EXPERTS AND COUNSEL
No named expert or counsel was hired on a contingent basis, will receive a
direct or indirect interest in the small business issuer, or was a promoter,
underwriter, voting trustee, director, officer, or employee of the small
business issuer.
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DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES
No director of Recipes Direct, Inc. will have personal liability to the Company
or any of its stockholders for monetary damages for breach of fiduciary duty as
a director involving any act or omission of any such director since provisions
have been made in the Articles of Incorporation limiting such liability. The
foregoing provisions shall not eliminate or limit the liability of a director
(i) for any breach of the director's duty of loyalty to Recipes Direct, Inc. or
its stockholders, (ii) for acts or omissions not in good faith or, which involve
intentional misconduct or a knowing violation of law, (iii) under applicable
Sections of the California Corporations Code, or other applicable California
State Laws or, (iv) for any transaction from which the director derived an
improper personal benefit.
The By-Laws provide for indemnification of the directors, officers, and
employees of Recipes Direct, Inc. in most cases for any liability suffered by
them or arising out of their activities as directors, officers, and employees of
Recipes Direct, Inc. if they were not engaged in willful misfeasance or
malfeasance in the performance of his or her duties; provided that in the event
of a settlement the indemnification will apply only when the Board of Directors
approves such settlement and reimbursement as being for the best interests of
the Corporation. The By-laws, therefore, limit the liability of directors to the
maximum extent permitted by California law.
The officers and directors of Recipes Direct, Inc. are accountable to the
Company as fiduciaries, which mean they are required to exercise good faith and
fairness in all dealings affecting Recipes Direct, Inc.
In the event that a shareholder believes the officers and/or directors have
violated their fiduciary duties to Recipes Direct, Inc., the shareholder may,
subject to applicable rules of civil procedure, be able to bring a class action
or derivative suit to enforce the shareholder's rights, including rights under
certain federal and state securities laws and regulations to recover damages
from and require an accounting by management. Shareholders who have suffered
losses in connection with the purchase or sale of their interest in Recipes
Direct, Inc. in connection with such sale or purchase, including the
misapplication by any such officer or director of the proceeds from the sale of
these securities, may be able to recover such losses from Recipes Direct, Inc.
The registrant undertakes the following:
Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to directors, officers and controlling persons
of the small business issuer pursuant to the foregoing provisions, or otherwise,
the small business issuer has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.
ORGANIZATION WITHIN LAST FIVE YEARS
The names of the promoters of the registrant are the officers and directors as
disclosed elsewhere in this Form SB-2. None of the promoters have received
anything of value from the registrant.
DESCRIPTION OF BUSINESS
The Company was formed to offer the everyday housewife the ability to search and
download proven recipes on line. The recipes online will consist of the best
tried at one of the eleven restaurants that the author of this site has owned.
Many recipes have been given to this Company by some of his present and past
customers and have not yet been tried. We will try to put on site only the
recipes we are familiar with and use some of the other recipes that are known by
our chefs. Recipes will also come from the private sector that want to share
their specialties with the general public with credit going to those
individuals. These recipes will be categorized according to main dishes.
Appetizers, side dishes, deserts and a complete breakdown of all mixed drinks
that are used at restaurants or in fraternity houses across the nation.
All of the information on the company's Web site will be accessible in an easy
to read and understandable format, to service the end user in the most
comprehensive way possible. All of the services that the Company plans to offer
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will be granted free of charge to any potential consumers, and can be downloaded
and used for personal needs as often as requested. The Company feels that in an
effort to receive the Web traffic necessary to become successful it will best
fulfill their goal if the service is free of charge.
The Company is largely dependent on new married men and women who are learning
how to cook wholesome meals for their spouses and children, older men and women
who are looking for new ways to cook healthier, people trying to prepare a
catering for their private parties, or single men and women who are on their own
and wish to learn how to cook. In brief we will be on site to help anyone who
needs help in the kitchen.
The Company intends to produce revenues solely through advertising on the
Company's Web site. The Company intends to sell blocks of advertising space on
its Web site, primarily to large food manufacturers whom would like their
recipes on our Web site. The demographics of the average person expected to
visit and utilize the Company's Web site will include men and women from all
ages. This broad age level will depend solely on the quality of recipes we have
on site. Potential advertisers can be targeted to all food manufactures
intending to have their recipes on site. Potential advertisers include food
manufacturers like Kraft, Hunts, Campbell, Seven Crown, Jack Daniels, etc.
The Company's goal is to offer a large selection of recipes and have the most
active site on the Internet. The Company will always keep in mind that the
primary goal will be to help the public in planning a better tasting and
healthier meal.
DESCRIPTION OF OFFERED SERVICES
Recipes Direct, Inc. will provide to the public the following:
It will provide easy and quick access to many of the best menus around the
world.
It will help people cook quality meals at reasonable prices. The end user can
have a recipe for an entire meal, side dish, main dish, dessert, or mixed drink
at their disposal over the Internet. The use of a cookbook will no longer be
needed.
A complete recipe of mixed drinks from across the country will be easily
available.
MARKETING
The market for prospective people to enter our Web site is large. Management has
made their lively hood selling food to the public. Management has over 45 years
of combined experience in this industry. With managements vast experience they
are now increasing their market to the entire world. At one time or another
every person looks into a cookbook and gathers up recipes to try on their family
and guests. By opening up our recipes on this Web site we will be opening up an
opportunity for the entire world to go on site to retrieve these recipes rather
than to go buy a cookbook that seem to always be lost. With these recipes the
consumer will be able in impress his guest with his/her cooking abilities.
The Company has found various sites on the Internet where recipes can be
retrieved. Many of these sites are not complete, some have limited recipes, and
many do not have a professional bar tender guide on how to make the mixed drinks
you might need at one of your dinner parties. The Company has every intention to
make this the best Web site on the net. With food manufactures and distilled
spirits distributors behind us we will eliminate the use of a cookbook and the
public will have at its access any recipes they care to try.
With the growth of the Internet, more people are going on line to gather
information they need. This is just another reason for the public to jump on
line.
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IMPLEMENTATION
Recipes Direct, Inc. will manage all aspects of setting up the Web site, doing
all the required research as to which recipes will go on line, and maintain
every aspect of updating the system on a daily basis. All the E-mails coming
from people across the world will be gathered, sorted, and only the best recipes
will then go on site for our customers to try. Although it will be difficult to
not reproduce a menu, the Company will try to keep this to a minimum.
DESCRIPTION OF PROPERTY
Recipes Direct, Inc. does not currently own any property.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following financial review and analysis is intended to assist prospective
investors in understanding and evaluating the financial condition and results of
operations of Recipes Direct, Inc., for the period ending November 30, 1999.
This information should be read in conjunction with Recipes Direct, Inc.'s
Financial Statements and accompanying notes thereto, "Selected Financial Data"
and other detailed information regarding Recipes Direct, Inc. appearing
elsewhere in this Prospectus.
OVERVIEW
Recipes Direct Inc. is prepared to offer consumers its own exciting range of
food and drink recipes at no cost to the consumer. The new services provided by
Recipes Direct Inc. are accessed via the Internet and will be easy to understand
and use. Recipes Direct, Inc. was incorporated in the state of California on
November 29, 1999.
The key benefit to the Recipes Direct, Inc. system is the creation of many
different types and styles of foods that can be easily made. Offering different
possibilities on how to present the food, which will enhance the presentation
you are looking to achieve.
The success of our Company is backed up by the commitment of our senior
management team in conjunction with a solid return on investment. Our management
goals are to achieve targeted ROI, sell advertising on our Web site, and to
release information on how to prepare and present all kinds of meals for
yourself, family, friends, or parties. Our staff will manage day-to-day
operations, including gathering all new recipes, reviewing them and selecting
the best one to go on line with. Our customer care goal is to ensure that every
contact with our Company results in greater customer interest and satisfaction.
LIQUIDITY AND FUNDING
Liquidity is a measure of a company's ability to meet potential cash
requirements, including ongoing commitments to fund lending activities and for
general purposes. Cash for originating loans and general operating expenses is
primarily obtained through cash flows from operations and private investors.
Recipes Direct, Inc. has significant ongoing liquidity needs to support its
existing business and continued growth. Recipes Direct, Inc.'s liquidity will be
actively managed on a periodic basis and Recipes Direct, Inc.'s financial
status, including its liquidity, will be reviewed periodically by Recipes
Direct, Inc.'s management. This process is intended to ensure the maintenance of
sufficient funds to meet the needs of Recipes Direct, Inc.
Recipes Direct, Inc. will primarily rely upon the cash flow from operations to
provide for its capital requirements. Management believes that cash generated
from operations will be sufficient to provide for its capital requirements for
at least the next 12 months. Recipes Direct, Inc. may seek additional equity
financing in the latter part of 2000 through an offering of its common stock.
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RECENT ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statements of Financial Accounting Standards ("SFAS") No. 133, ACCOUNTING FOR
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES, which establishes accounting and
reporting standards for derivative instruments and hedging activities. SFAS No.
133 requires recognition of all derivative instruments in the statement of
financial position as either assets or liabilities and the measurement of
derivative instruments at fair value. SFAS No. 133 is effective for fiscal years
beginning after June 15,1999. The adoption of SFAS No. 133 is not expected to
affect the consolidated financial statements of Recipes Direct, Inc.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There are no relationships, transactions, or proposed transactions to which the
registrant was or is to be a party, in which any of the named persons set forth
in Item 404 of Regulation SB had or is to have a direct or indirect material
interest.
The President of Recipes Direct, Inc. received 3,800,000 shares as compensation
for services. See recent sales of unregistered securities.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The Shares have not previously been traded on any securities exchange. At the
present time, there are no assets available for the payment of dividends on the
Shares.
EXECUTIVE COMPENSATION
(a) No officer or director of Recipes Direct, Inc. is receiving any
remuneration at this time.
(b) There are no annuity, pension or retirement benefits proposed to be
paid to officers, directors, or employees of the corporation in the
event of retirement at normal retirement date pursuant to any
presently existing plan provided or contributed to by the corporation
or any of its subsidiaries.
(c) No remuneration is proposed to be in the future directly or indirectly
by the corporation to any officer or director under any plan that is
presently existing.
FINANCIAL STATEMENTS
The Financial Statements required by Item 310 of Regulation S-B and are attached
as Exhibit 13.1 to this Form SB-2.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
Since the inception of Recipes Direct, Inc. on November 29, 1999, the principal
independent accountant for the Company has neither resigned (or declined to
stand for reelection) nor been dismissed. The independent accountant for Recipes
Direct, Inc. is Cordovano & Harvey P.C., located in Denver, Colorado.
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PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Information on this item is set forth in Prospectus under the heading
"Disclosure of Commission Position on Indemnification for Securities Act
Liabilities."
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Information on this item is set forth in the Prospectus under the heading "Use
of Proceeds."
RECENT SALES OF UNREGISTERED SECURITIES
On December 2, 1999 the President of the corporation received 3,800,000 shares
of restricted common shares for services rendered under section 4(2) of the
Securities Act of 1933.
EXHIBITS
The Exhibits required by Item 601 of Regulation S-B, and an index thereto, are
attached.
UNDERTAKINGS
The undersigned registrant hereby undertakes to:
(a) 1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
(i) Include any prospectus required by section 10(a)(3) of the Securities
Act;
(ii) Reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in the
registration statement; and Notwithstanding the forgoing, any increase
or decrease in volume of securities offered (if the total dollar value
of securities offered would not exceed that which was registered) and
any deviation From the low or high end of the estimated maximum
offering range may be reflected in the form of prospects filed with
the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in the volume and price represent no more than a 20% change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii) Include any additional or changed material information on the plan of
distribution.
2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the
securities offered, and the offering of the securities at that
time to be the initial bona fide offering.
3) File a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering.
4) Provide to the underwriter at the closing specified in the
underwriting agreement certificates in such denominations and
registered in such names as required by the underwriter to permit
prompt delivery to each purchaser.
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5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors,
officers, and controlling persons of the small business issuer
pursuant to the foregoing provisions, or otherwise, the small
business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the small
business issuer of expenses incurred or paid by a director,
officer, or controlling person of the small business issuer in
the successful defense of any action, suit, or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the small
business issuer will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorize, in the City of San Diego, State of California, on February 9, 2000
RECIPES DIRECT, INC.
/s/ Joseph G. Lucidi
--------------------------
Joseph G. Lucidi, President and Director
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
date indicated:
Signature Title Date
- --------- ----- ----
/s/ Joseph G. Lucidi President and Director February 9, 2000
- ---------------------
Joseph G. Lucidi
/s/ Joseph G. Lucidi Vice-President and February 9, 2000
- --------------------- Director
Joseph P. Lucidi
/s/ Lisa B, Lucidi Secretary, Treasurer, February 9, 2000
- --------------------- and Director
Lisa B, Lucidi
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EXHIBIT INDEX
Exhibit
Number Description Method of Filing
- ------ ----------- ----------------
3.1 Articles of Incorporation filed with the California See Below
Secretary of State on November 29, 1999
3.2 By-Laws of Recipes Direct, Inc. See Below
5.1 Opinion Re: Legality See Below
13.1 Audited Financials Statements prepared by Cordovano See Below
& Harvey P.C. dated January ___, 2000
23.1 Consent of Counsel See Below
23.2 Consent of Accountant See Below
27.1 Financial Data Schedule See Below
21
ARTICLES OF INCORPORATION
OF
RECIPES DIRECT, INC.
FIRST: The name of the corporation is Recipes Direct, Inc.
SECOND: The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General
Corporation Law of California other than the banking business, the
trust company business or the practice of a profession permitted to be
incorporated by the California Corporations Code.
THIRD: The Corporation is authorized to issue two classes of shares of stock
to be designated Common Shares, $.001 par value per share, and
Preferred Shares, $.001 par value per share, respectively. The total
number of Common Shares that the Corporation is authorized to issue is
100,000,000. The total number of Preferred Shares that the Corporation
is authorized to issue is 20,000,000.
The Preferred Shares may be issued from time to time in one or more
series. The Board of Directors is authorized to fix the number of
shares of any series of Preferred Shares and to determine the
designation of any such series. The Board of Directors is also
authorized to determine or alter the rights, preferences, privileges
and restrictions granted or imposed upon any wholly unissued series of
Preferred Shares and, within the limits and restrictions stated in any
resolution or resolutions of the Board of Directors originally fixing
the number of shares constituting any series, to increase or decrease
(but not below the number of shares of such series then outstanding)
the number of shares of any such series subsequent to the issue of
that series. Of the Preferred Shares, 1,000,000 shares shall be
designated as Series A Preferred Stock. Prior to issue of any shares
of Series A Preferred Stock, a certificate of determination shall be
filed with the California Secretary of State setting forth the rights,
preferences, privileges, and restrictions of the Series A Preferred
Stock, pursuant to California Corporations Code 401(a).
FOURTH: The name and address in the State of California of the Corporation's
initial agent for service of process is: Mr. Joseph G. Lucidi, 11974
Avenida Consentido, San Diego, California 92128.
FIFTH: The liability of the directors of the Corporation for monetary damages
shall be eliminated to the fullest extent permissible under California
law.
The Corporation is authorized to provide indemnification of agents (as
defined in Section 317 of the California Corporations Code) through
by-law provisions, agreements with agents, vote of shareholders or
disinterested directors or otherwise, to the fullest extent
permissible under California law. Any amendment, repeal or
modification of any provision of this Article IV shall not adversely
affect any right or protection of an agent of the Corporation existing
at the time of such amendment, repeal or modification.
Dated: November 29, 1999 /s/ Joseph G. Lucidi
------------------------ --------------------
Joseph G. Lucidi, Sole Incorporator
BY-LAWS
OF
RECIPES DIRECT, INC.
ARTICLE I: OFFICES
The principal office of the Corporation in the State of California shall be
located in Poway, County of San Diego, the Corporation may have such other
offices, either within or without the State of California, as the Board of
Directors my designate or as the business of the Corporation may require from
time to time.
ARTICLE II: SHAREHOLDERS
SECTION 1. Annual Meeting. The annual meeting of the shareholders shall be held
on the 1st day in the month of December in each year, beginning with the
transaction of such other business as may come before the meeting. If the day
fixed for the annual meeting shall be a legal holiday in the State of
California, such meeting shall be held on the next business day designated
herein. For any annual meeting of the shareholders or at any adjournment
thereof, the Board of Directors shall cause the election to be held at a special
meeting of the shareholders as soon thereafter as conveniently may be.
SECTION 2. Special Meetings. Special meeting of the shareholders, for any
purpose or purposes, unless otherwise prescribed by statute, may be called by
the President or by the Board of Directors, and shall be called by the President
at the request of the holders of not less than ten percent (10%) of all the
outstanding shares of the Corporation entitled to vote at the meeting.
SECTION 3. Place of Meeting. The Board of Directors may designate any place,
either within our without the State of California, unless otherwise prescribed
by statute, the place of meeting for any annual meeting or for any special
meeting. A waiver of notice signed by all shareholders entitled to vote at a
meeting may designate any place, either within our without the State of
California, unless otherwise prescribed by statute, as the place for the holding
of such meeting. If no designation is made, the place of meeting shall be the
principal office of the Corporation.
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 sixty (60) days before the date
of the meeting, to each shareholder of record entitled to vote at such meeting.
If mailed, such notice shall be deemed to be delivered when deposited in the
United States Mail, addressed to the shareholder at his address as it appears on
the stock transfer books of the Corporation, with postage thereon prepaid.
1
<PAGE>
SECTION 5. Closing of Transfer Books or Fixing of Record. For the purpose of
determining shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or shareholders entitled to receive
payment of any dividend, or in order to make a determination of shareholders for
any other proper purpose, the Board of Directors of the Corporation may provide
that the stock transfer books shall be closed for a stated period, but not to
exceed in any case fifty (50) days. If the stock transfer books shall be closed
for the purpose of determining shareholders entitled to notice of or to vote at
a meeting of shareholders, such books shall be closed for at least fifteen (15)
days immediately preceding such meeting. In lieu of closing the stock transfer
books, the board of Directors may fix in advance a date as the record date for
any such determination of shareholders, such date in any case to be not more
than thirty (30) days and, in case of a meeting of shareholders, not less than
ten (10) days, prior to the date on which the particular action requiring such
determination of shareholders is to be taken. If the stock transfer books are
not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, the date on which notice of the
meeting is mailed or the date on which the resolution of the Board of Directors
declaring such dividend is adopted, as the case may be, shall be the record date
for such determination of shareholders. When a determination of shareholders
entitled to vote at any meeting of shareholders has been made as provided in
this section, such determination shall apply to any adjournment thereof.
SECTION 6. Voting Lists. The officer or agent having charge of the stock
transfer books for shares of the corporation shall make a complete list of
shareholders entitled to vote at each meeting of shareholders or any adjournment
thereof, arranged in alphabetical order, with the address of and the number of
shares held by each. Such lists shall be produced and kept open at the time and
place of the meeting and shall be subject to the inspection of any shareholder
during the whole time of the meeting for the purposes thereof.
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 shareholders. 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 present or represented, any business may be
transacted which might have been transacted at the meeting as originally
noticed. The shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
SECTION 8. Proxies. At all meetings of shareholders, writing by the shareholder
or by his or 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 meeting
of the Board of Directors may be had by means of telephone conference or similar
communications equipment by which all persons participating in the meeting can
hear each other, and participation in a meeting under such circumstances shall
constitute presence at the meeting.
2
<PAGE>
SECTION 10. Voting of Shares by Certain Holders. Shares standing in the name of
another corporation may be voted by such officer, agent or proxy as the By-Laws
of such corporation may prescribe or, in the absence of such provision, as the
Board of Directors of such corporation may determine.
Shares held by an administrator, executor, guardian or conservator may be voted
by him either in person or by proxy, without a transfer of such shares into his
name. Shares standing in the name of a trustee may be voted by the trustee,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by such receiver, and
shares held by or under the control of a receiver may be voted by such receiver
without the transfer thereof into his name, if authority to do so be contained
in an appropriate order of the court by which such receiver was appointed.
A shareholder whose shares are pledged shall be entitled to vote such shares
until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
Shares of its own stock belonging to the Corporation shall not be voted directly
or indirectly, at any meeting, and shall not be counted in determining the total
number of outstanding shares at any given time.
SECTION 11. Informal Action by Shareholders. Unless otherwise provided by law,
any action required to be taken at a meeting of the shareholders, or any other
action which may be taken at a meeting of the shareholders, may be taken without
a meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the shareholders entitled to vote with respect to the subject
matter thereof.
ARTICLE III: BOARD OF DIRECTORS
SECTION 1. General Powers. The business and affairs of the Corporation shall be
managed by its Board of Directors.
SECTION 2. Number, Tenure and Qualifications. The number of directors of the
Corporation shall be fixed by the Board of Directors, but in no event shall be
less than one (1). Each Director shall hold office until the next annual meeting
of shareholder and until his successor shall have been elected and qualified.
SECTION 3. Regular Meetings. A regular meeting of the Board of Directors shall
be held without other notice than this Bylaw immediately after, and at the same
place as, the annual meeting of shareholders. 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.
3
<PAGE>
SECTION 4. Special Meetings. Special meetings of the Board of Directors may be
called by or at the request of the President or any two directors. The person or
persons authorized to call special meetings of the Board of Directors may fix
the place for holding any special meeting of the Board of Directors called by
them.
SECTION 5. Notice. Notice of any special meeting shall be given at least one (1)
day previous thereto by written notice delivered personally or mailed to each
director at his business address, or by telegram. If mailed, such notice shall
be deemed to be delivered when deposited in the United Sates mail so addressed,
with postage thereon prepaid. If notice be given by telegram, such notice shall
be deemed to be delivered when the telegram is delivered to the telegraph
company. Any directors may waive notice of any meeting. The attendance of a
director at a meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not lawfully called or
convened.
SECTION 6. Quorum. A majority of the number of directors fixed by Section 2 of
the Article III shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors, but if less than such majority is present at
a meeting, a majority of the directors present may adjourn the meeting from time
to time without further notice.
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. Action. Action may be taken by the Board of Directors at a meeting
may be taken without a meeting if a consent in writing, setting forth the action
so to be taken, shall be signed before such action by all of the directors.
SECTION 9. Vacancies. Any vacancy occurring in the Board of Directors may be
filled by the affirmative vote of a majority of the remaining directors though
less than a quorum of the Board of Directors, unless otherwise provided by law.
A director elected to fill a vacancy shall be elected for the remaining term of
his predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election by the Board of
Directors for a term of office continuing only until the next election of
directors by the shareholders.
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 a director or a fixed sum for
attendance at each meeting of the Board of Directors or both. No such payment
shall preclude any director from serving the Corporation in any other capacity
and receiving compensation thereof.
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 matter
is taken shall be presumed to have assented to the action taken unless his
dissent shall be entered in the minutes of the meeting or unless he shall file
his written dissent to such action with the person acting as the Secretary of
4
<PAGE>
the meeting before the adjournment thereof, or shall forward such dissent by
registered mail to the Secretary of the Corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a director
who voted in favor of such action.
ARTICLES IV: OFFICERS
SECTION 1. Number. The officers of the corporation shall be a President, one or
more vice Presidents, a Secretary and a Treasurer, 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,
including a Chairman of the Board. In its discretion, the Board of Directors may
leave unfilled for any such period as it may determine any office except those
of President and Secretary. Any two or more offices may be held by the same
person. Officers may be directors or shareholders of the Corporation.
SECTION 2. Election and Term of Office. The officers of the Corporation to be
elected by the board of Directors shall be elected annually by the board of
Directors at the first meeting of the Board of Directors held after each annual
meeting of the shareholders. If the election of officers shall not be held at
such meeting, such election shall be held as soon thereafter as conveniently may
be. Each officer shall hold office until his successor shall have been duly
elected and shall have qualified, or until his death, or until he shall resign
or shall have been removed in the manner hereinafter provided.
SECTION 3. Removal. Any officer or agent may be removed by the Board of
Directors whenever, in its judgement, the best interests of the Corporation will
be served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Election or appointment of an officer
or agent shall not of itself create contract rights, and such appointment shall
be terminable at will.
SECTION 4. Vacancies. A vacancy in any office because of death, resignation,
removal, disqualification or otherwise, may be filled by the Board of Directors
for the remaining portion of the term.
SECTION 5. President. The president 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. He shall, when present, preside at all meetings of the shareholders
and of the Board of Directors, unless there is a Chairman of the Board, in which
case the Chairman shall preside. 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 deed, mortgages,
bonds, contract, 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 there
By-Laws to some other officer or agent of the Corporation, or shall be required
5
<PAGE>
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. Vice President. In the absence of the president or in the event of
his death, inability or refusal to act, the Vice President shall perform the
duties of the President, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the President. The Vice President shall
perform such other duties as from time to time may be assigned to him by the
President or by the Board of Directors, If there is more than one Vice
President, each Vice President shall succeed to the duties of the President in
order of rank as determined by the Board of Directors. If no such rank has been
determined, then each Vice President shall succeed to the duties of the
President in order of date of election, the earliest date having the first rank.
SECTION 7. Secretary. The Secretary shall: (a) keep the minutes of the Board of
Directors in one or more minute books provided for the purpose; (b) see that all
notices are duly given in accordance with the provisions of the By-Laws or as
required by law; (c) be custodian of the corporate records and of the seal of
the Corporation and see that the seal of the Corporation is affixed to all
documents, the execution of which on behalf of the Corporation under its seal is
duly authorized; (d) keep a register of the post office address of each
shareholder which shall be furnished to the Secretary by such shareholder; (e)
sign with the President certificates for share 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 transfer books of the Corporation, and (g) in
general perform all duties incident to the office of the Secretary and such
other duties as from time to time may be assigned to him by the President or by
the Board of Directors.
SECTION 8. Treasurer. The Treasurer shall: (a) have charge and custody of and be
responsible for all funds and securities of the Corporation; (b) receive and
give receipts for moneys due and payable to the Corporation in such banks, trust
companies or other depositories as shall be selected in accordance with the
provisions of Article VI of these Bylaw; and (c) in general perform all of the
duties incident to the office of Treasurer and such other duties as from time to
time may be assigned to him by the President or by the Board of Directors. If
required by the Board of Directors, the Treasurer shall give a bond for the
faithful discharge of his duties in such sum and with such sureties as the Board
of Directors shall determine.
SECTION 9. 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: INDEMNITY
The Corporation shall indemnify its directors, officers and employees as
follows:
1. Every director, officer, or employee of the Corporation shall be
indemnified by the Corporation against all expenses and liabilities,
including counsel fees, reasonable incurred by or imposed upon him in
6
<PAGE>
connection with any proceeding to which he may become involved, by
reason of his being or having been a director, officer, employee or
agent of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of the
corporation, partnership, joint venture, trust or enterprise, or any
settlement thereof, whether or not he is a director, officer, employee
or agent at the time such expenses are incurred, except in such cases
wherein the director, officer, or employee is adjudged guilty of
willful misfeasance or malfeasance in the performance of his duties;
provided that in the event of a settlement the indemnification herein
shall apply only when the Board of Directors approves such settlement
and reimbursement as being for the best interests of the Corporation.
2. The Corporation shall provide to any person who is or was a director,
officer, employee, or agent of the Corporation or is or was serving at
the request of the Corporation as director, officer, employee or agent
of the corporation, partnership, joint venture, trust or enterprise,
the indemnity against expenses of suit, litigation or other
proceedings which is specifically permissible under applicable law.
3. The Board of Directors may, in its discretion, direct the purchase of
liability insurance by way of implementing the provisions of the
Article V.
ARTICLE VI: CONTRACTS, LOANS, CHECKS, AND DEPOSITS
SECTION 1. Contracts. The Board of Directors may authorize any office or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and such authority
may be general or confined to specific instances.
SECTION 2. Loans. No loans shall be contracted on behalf of the Corporation and
no evidences of indebtedness shall be issued in its name unless authorized by a
resolution of the Board of Directors. Such authority may be general or confined
to specific instances.
SECTION 3. Checks, Drafts, etc. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the Corporation, shall be signed by such officer or officers, agent or agents of
the Corporation and in such manner as shall from time to time be determined by
resolution of the Board of Directors.
SECTION 4. Deposits. All funds of the Corporation not otherwise employed shall
be deposited from time to time to the credit of the Corporation in such banks,
trust companies or other depositories as the Board of Directors may select.
ARTICLE VII. CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 1. Certificates for Shares. Certificates representing shares of the
Corporation shall be in such form as shall be determined by the Board of
Directors. Such certificates shall be signed by the President and by the
Secretary or by such other officers authorized by law and by the Board of
7
<PAGE>
Directors so to do, and sealed with the corporate seal. All certificates for
shares 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 the stock transfer
books of the Corporation. All certificates surrendered to the Corporation for
transfer shall be cancelled and no new certificate shall be issued until the
former certificate for a like number of shares shall have been surrendered and
cancelled, expect that in case of a lost, destroyed or mutilated certificate a
new one may be issued therefore upon such terms and 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 transfer books 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, Provided, however, that
upon any action undertaken by the shareholder to elect S Corporation status
pursuant to Section 1362 of the Internal Revenue Code and upon any shareholders
agreement thereto restricting the transfer of said shares so as to disqualify
said S Corporation status, said restriction on transfer shall be made a part of
the By-Laws so long as said agreements is in force and effect.
ARTICLE VIII: FISCAL YEAR
The fiscal year of the Corporation shall begin on the 1st day of January and end
on the 31st day of December of each year.
ARTICLE IX: DIVIDENDS
The Board of Directors may from time to time declare, and the Corporation may
pay, dividends on its outstanding shares in the manner and upon the terms and
condition provided by law and its Articles of Incorporation.
ARTICLE X: CORPORATE SEAL
The Board of Directors shall provide a corporate seal, which shall be circular
in form and shall have inscribed thereon the name of the Corporation and the
state of incorporation and the words, Corporate Seal.
ARTICLE XI: WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be given to
any shareholder or director of the Corporation under the provision of the
Articles of Incorporation or under the provisions of the applicable Business
8
<PAGE>
Corporation Act, 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 XII: AMENDMENTS
These By-Laws may be altered, amended or repealed, and new By-Laws may be
adopted by the Board of Directors at any regular or special meeting of the Board
of Directors.
The above By-Laws are certified to have been adopted by the Board of Directors
of the Corporation on the 30th of November 1999.
/s/ Joseph G. Lucidi
-----------------------------
Joseph G. Lucidi, President
9
Recipes Direct, Inc.
Attn: Joseph G. Lucidi, President
13771 Danielson St., Suite "E"
Poway, CA 92064
Re: Opinion of Legality - Form SB-2 of Recipes Direct, Inc. filed with the
Securities and Exchange Commission on or about January 24, 2000 ("Form SB-2")
Dear Mr. Lucidi:
We render this opinion as special counsel to Recipes Direct, Inc., a California
corporation ("the Company"), in connection with its registration of 1,200,000
shares of its common stock ("the Shares") for sale to the public through the
Company's Prospectus included within its Registration Statement on Form SB-2 as
filed with the Securities and Exchange Commission on or about January 24, 2000.
In connection with this representation, we have examined the originals, or
copies identified to our satisfaction, of such minutes, agreements, corporate
records and filings and other documents necessary to our opinion contained in
this letter. We have also relied as to certain matters of fact upon
representations made to us by officers and agents of the Company. Based upon and
in reliance on the foregoing, it is our opinion that:
1. The Company has been duly incorporated and is validly existing and in good
standing as a corporation under the laws of the State of California, and
has full corporate power and authority to own its properties and conduct
its business as described in the Prospectus referred to above.
2. When issued and distributed to the purchasers thereof, the Shares will be
duly and validly issued and will be fully paid and non-assessable.
3. The shareholders of the Company have no pre-emptive rights to acquire
additional shares of the Company's Common Stock or other securities in
respect of the Shares.
We have assumed, but not independently verified, the genuineness of all the
signatures on all documents, letters, opinions and certificates, the legal
capacity of natural persons, the authenticity of all documents submitted to us
as originals, the conformity of all documents submitted to us as certified or
Photostat copies and the authenticity of the originals of such copies.
Our knowledge of the Company and its legal and other affairs is limited by the
scope of our engagement. We have not acted as legal counsel to the Company in
any previous capacity whatsoever. We offer no opinions whatsoever concerning the
accuracy or completeness of the prospectus.
Very truly yours,
/s/ Jeffrey H. Mackay, Esq.
- ---------------------------
Jeffrey H. Mackay, Esq.
Attorney at Law
RECIPES DIRECT, INC.
(A Development Stage Company)
Index to Financial Statements
Page
Independent auditors' report................................................F-2
Balance sheet, December 7, 1999.............................................F-3
Statement of operations, from November 29, 1999 (inception)
through December 7, 1999...............................................F-4
Statement of shareholder's deficit, from November 29, 1999 (inception)
through December 7, 1999...............................................F-5
Statement of cash flows, from November 29, 1999 (inception)
through December 7, 1999...............................................F-6
Summary of significant accounting policies..................................F-7
Notes to financial statements...............................................F-10
F-1
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders of Recipes Direct, Inc.
We have audited the balance sheet of Recipes Direct, Inc. (a development stage
company) as of December 7, 1999 and the related statements of operations,
shareholder's deficit and cash flows from November 29, 1999 (inception) through
December 7, 1999. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Recipes Direct, Inc. as of
December 7, 1999 and the results of its operations and its cash flows from
November 29, 1999 (inception) through December 7, 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 the Summary of Significant
Accounting Policies, the Company has no revenues, has experienced an operating
loss for the period ended December 7, 1999, which raises a substantial doubt
about its ability to continue as a going concern. Management's plans in regard
to these matters are also described in the Summary of Significant Accounting
Policies. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
/s/ Cordovano and Harvey, P.C.
- ------------------------------
Cordovano and Harvey, P.C.
Denver, Colorado
December 13, 1999
F-2
<PAGE>
<TABLE>
<CAPTION>
RECIPES DIRECT, INC.
(A Development Stage Company)
BALANCE SHEET
December 7, 1999
ASSETS
<S> <C>
DEFERRED OFFERING COSTS ...................................................... $ 1,500
-------
TOTAL ASSETS $ 1,500
=======
LIABILITIES AND SHAREHOLDER'S DEFICIT
LIABILITIES
Accrued liabilities .................................................... $ 2,081
-------
TOTAL LIABILITIES 2,081
-------
SHAREHOLDER'S DEFICIT (Note B)
Preferred stock, $.001 par value; 20,000,000 shares authorized;
-0- shares issued and outstanding .................................... --
Common stock, $.001 par value; 100,000,000 shares authorized;
3,800,000 shares issued and outstanding .............................. 3,800
Deficit accumulated during development stage ........................... (4,381)
-------
TOTAL SHAREHOLDER'S DEFICIT (581)
-------
TOTAL LIABILITIES AND SHAREHOLDER'S DEFICIT $ 1,500
=======
See accompanying summary of significant accounting policies and
notes to the financial statements.
F-3
</TABLE>
<PAGE>
RECIPES DIRECT, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
November 29, 1999 (inception) through December 7, 1999
OPERATING EXPENSES
Stock-based compensation (Note B) .......................... $ 3,800
Payroll taxes .............................................. 581
-----------
NET LOSS BEFORE INCOME TAXES (4,381)
INCOME TAXES (Note C) ........................................... --
-----------
NET LOSS $ (4,381)
===========
Basic loss per common share ..................................... $ *
===========
Basic weighted average common shares outstanding ................ 3,377,778
===========
* Less than $.01 per share
See accompanying summary of significant accounting policies and
notes to the financial statements.
F-4
<PAGE>
<TABLE>
<CAPTION>
RECIPES DIRECT, INC.
(A Development Stage Company)
STATEMENT OF SHAREHOLDER'S DEFICIT
November 29, 1999 (inception) through December 7, 1999
Deficit
Accumulated
During the
Preferred stock Common Stock Development
Shares Par Value Shares Par Value Stage Total
------ --------- ------ --------- ----- -----
<S> <C> <C> <C> <C> <C> <C>
November 30, 1999, shares issued to officer for
services related to organizing the Company,
valued at the fair value of the services
($.001/share) (Note B)................................ -- $ -- 3,800,000 $ 3,800 $ -- $ 3,800
Net loss for the nine days ended
December 7, 1999...................................... -- -- -- -- (4,381) (4,381)
------ ---------- ---------- ---------- ---------- ----------
BALANCE, DECEMBER 7, 1999 -- $ -- 3,800,000 $ 3,800 $ (4,381) $ (581)
====== ========== ========== ========== ========== ==========
See accompanying summary of significant accounting policies and
notes to the financial statements.
F-5
</TABLE>
<PAGE>
RECIPES DIRECT, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
November 29, 1999 (inception) through December 7, 1999
OPERATING ACTIVITIES
Net loss ...................................................... $(4,381)
Transactions not requiring cash:
Common stock issued for services (Note B) .................. 3,800
Changes in operating liabilities:
Deferred offering costs .................................... (1,500)
Accrued liabilities ........................................ 2,081
-------
NET CASH (USED IN)
OPERATING ACTIVITIES --
-------
NET CHANGE IN CASH --
Cash, beginning of period .......................................... --
-------
CASH, END OF PERIOD $ --
=======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest ...................................................... $ --
=======
Income taxes .................................................. $ --
=======
See accompanying summary of significant accounting policies
and notes to the financial statements.
F-6
<PAGE>
RECIPES DIRECT, INC.
(A Development Stage Company)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Development stage company
Recipes Direct, Inc. (the "Company") is in the development stage in accordance
with Financial Accounting Standards Board Statements of Financial Accounting
Standards (SFAS) No. 7, "Accounting and Reporting by Development Stage
Enterprises".
Use of estimates
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, and
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Cash equivalents
For the purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with an original maturity of three
months or less to be cash equivalents.
Income taxes
Income taxes are provided for the tax effects of transactions reported in the
financial statements and consist of taxes currently due plus deferred taxes
related primarily to differences between the recorded book basis and the tax
basis of assets and liabilities for financial and income tax reporting. The
deferred tax assets and liabilities represent the future tax return consequences
of those differences, which will either be taxable or deductible when the assets
and liabilities are recovered or settled. Deferred taxes are also recognized for
operating losses that are available to offset future taxable income and tax
credits that are available to offset future federal income taxes.
Earnings (loss) per share
The Company reports earnings (loss) per share using a dual presentation of basic
and diluted earnings per share. Basic earnings (loss) per share excludes the
impact of common stock equivalents. Diluted earnings (loss) per share utilizes
the average market price per share when applying the treasury stock method in
determining common stock equivalents. However, the Company has a simple capital
structure for the period presented and, therefore, there is no variance between
the basic and diluted earnings (loss) per share.
Year-end
The Company selected December 31 as its accounting and tax year-end.
F-7
<PAGE>
RECIPES DIRECT, INC.
(A Development Stage Company)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Stock-based compensation
SFAS No. 123, "Accounting for Stock-Based Compensation" was issued in October
1995. This accounting standard permits the use of either a "fair value based
method" or the "intrinsic value method" defined in Accounting Principles Board
Opinion 25, "Accounting for Stock Issued to Employees" (APB 25) to account for
stock-based compensation arrangements.
Companies that elect to use the method provided in APB 25 are required to
disclose pro forma net income and pro forma earnings per share information that
would have resulted from the use of the fair value based method. The Company
adopted SFAS No. 123 during the period ended December 7, 1999; however, the
Company has elected to continue to determine the value of stock-based
compensation arrangements under the provisions of APB 25. No pro forma
disclosures have been included with the accompanying financial statements as
there was no pro forma effect to the Company's net loss or loss per share.
New accounting pronouncements
The Company has adopted the following new accounting pronouncements for the
period ended December 7, 1999. There was no effect on the financial statements
presented from the adoption of the new pronouncements. SFAS No. 130, "Reporting
Comprehensive Income," requires the reporting and display of total comprehensive
income and its components in a full set of general-purpose financial statements.
The Company did not have comprehensive income for the periods presented;
therefore, comprehensive income and net income are equal. SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information," is based
on the "management" approach for reporting segments. The management approach
designates the internal organization that is used by management for making
operating decisions and assessing performance as the source of the Company's
reportable segments. SFAS No. 131 also requires disclosure about the Company's
products, the geographic areas in which it earns revenue and holds long-lived
assets, and its major customers. SFAS 131 is not applicable, as the Company had
no revenue-producing operations for the periods presented. SFAS No. 132,
"Employers' Disclosures about Pensions and Other Post-retirement Benefits,"
which requires additional disclosures about pension and other post-retirement
benefit plans, but does not change the measurement or recognition of those
plans. SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities" requires an entity to recognize all derivatives on a balance sheet,
measured at fair value. The Company had no derivatives at October 31, 1999.
Statement of Position ("SOP") 98-1 "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use" requires that entities
capitalize certain internal-use software costs once certain criteria are met.
SOP 98-5, "Reporting on the Costs of Start-Up Activities" provides, among other
things, guidance on the reporting of start-up costs and organization costs. It
requires costs of start-up activities and organization costs to be expensed as
incurred. The Company will continue to review these new accounting
pronouncements over time to determine if any additional disclosures are
necessary based on evolving circumstances.
F-8
<PAGE>
RECIPES DIRECT, INC.
(A Development Stage Company)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. As shown in the accompanying
financial statements, the Company is a development stage company with no revenue
as of December 7, 1999 and has incurred a loss of $4,381 for the period from
November 29, 1999 (inception) through December 7, 1999. This factor, among
others, may indicate that the Company will be unable to continue as a going
concern for reasonable period of time.
The financial statements do not include any adjustments relating to the
recoverability and classification of liabilities that might be necessary should
the Company be unable to continue as a going concern. The Company's continuation
as a going concern is dependent upon its ability to generate sufficient cash
flow to meet its obligations on a timely basis and ultimately to attain
profitability. The Company's management intends to file a Form SB-2 Registration
Statement under the Securities Act of 1933, as amended, during the first quarter
of 2000 to help fund the Company's operations as it expands. The Company plans
to offer a minimum of 400,000 and a maximum of 1,200,000 shares of its $.001 par
value common stock at a price of $.05 per share and raise $20,000 minimum to
$60,000 maximum on a "best efforts" basis. The Company plans to conduct the
offering through its executive officers and directors.
F-9
<PAGE>
RECIPES DIRECT, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE A: BACKGROUND
The Company was incorporated under the laws of California on November 29, 1999.
The principal activities since inception have been organizational matters and
the issuance of shares of its $.001 par value common stock. The Company was
formed to create a complete, fully functional, interactive web site that will be
comprised of various menus dealing with great tasting health foods.
NOTE B: RELATED PARTY TRANSACTIONS
On November 30, 1999, the Board of Directors approved the issuance of 3,800,000
shares of the Company's $.001 par value restricted common stock to an
officer/director of the Company in exchange for incorporation fees and services
related to the organization of the Company. The transaction was recorded at the
fair value of the services rendered, which totaled $3,800. At the transaction
date, there was no market value in the Company's stock. This amount, $3,800, is
included in the accompanying financial statements as stock-based compensation
expense. The Company also recorded $581 in payroll tax expense related to the
stock-based compensation. These shares are "restricted securities" and may be
sold only in compliance with Rule 144 of the Securities Act of 1933, as amended.
An officer provided office space to the Company for the period presented. No
expense was recognized for the nine days ended December 7, 1999.
NOTE C: INCOME TAXES
A reconciliation of the U.S. statutory federal income tax rate to the effective
rate is as follows:
December 7,
1999
----
U. S. Federal statutory graduated rate.. 15.00%
State income tax rate,
net of federal benefit .............. 7.51%
Net operating loss for which no tax
benefit is currently available ...... -22.51%
-------
0.00%
=======
At December 7, 1999, deferred taxes consisted of a net tax asset of $986, due to
operating loss carryforwards of $4,381, which was fully allowed for, in the
valuation allowance of $986. The valuation allowance offsets the net deferred
tax asset for which there is no assurance of recovery. The change in the
valuation allowance from November 29, 1999 (inception) through December 7, 1999
was $986. Net operating loss carryforwards will expire in 2019.
F-10
<PAGE>
RECIPES DIRECT, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE C: INCOME TAXES, CONTINUED
The valuation allowance will be evaluated at the end of each year, considering
positive and negative evidence about whether the asset will be realized. At that
time, the allowance will either be increased or reduced; reduction could result
in the complete elimination of the allowance if positive evidence indicates that
the value of the deferred tax asset is no longer impaired and the allowance is
no longer required.
NOTE D: YEAR 2000 COMPLIANCE
The Year 2000 issue (Y2K) is the result of computer programs written using two
digits rather than four to define the applicable year. Any of the Company's
computer and telecommunications programs that have date sensitive software may
recognize a date using "00" as the year 1900 instead of 2000. This could result
in system failure or miscalculations causing disruptions in operations,
including the ability to process transactions, send invoices, or engage in
similar normal business activities. The Company had no equipment or software at
December 7, 1999.
The Company cannot determine the extent to which it is vulnerable to third
parties' failure to remediate their own Y2K problems. As a result, there can be
no guarantee that the systems of other companies on which the Company's business
relies will be timely converted, or that failure to convert by another company,
or a conversion that is incompatible with the Company's systems, would have a
material adverse affect on the Company. In view of the foregoing, there can be
no assurance that the Y2K issue will not have a material adverse effect on the
Company's business.
F-11
Consent of Attorney
Recipes Direct, Inc.
13771 Danielson Street, Suite #E
Poway, California 92064
RE: Form SB-2 of Recipes Direct, Inc. filed with the Securities and Exchange
Commission on or about January 24, 2000 ("Form SB-2").
Gentlemen,
The undersigned hereby consents to the use of its name in the Form 10-SB
under the Heading "legal matters".
Sincerely,
/s/ Jeffrey Mackay
- ------------------
Jeffrey Mackay
501 West Broadway, Suite #550
San Diego, CA 92101
Consent of Accountant
Recipes Direct, Inc.
13771 Danielson Street, Suite #E
Poway, California 92064
RE: Form SB-2 of Recipes Direct, Inc. filed with the Securities and Exchange
Commission on or about January 24, 2000 ("Form SB-2").
Gentlemen,
The undersigned hereby consents to the use of its name in the Form 10-SB
under the Heading "financial statements".
Sincerely,
/s/ Cole Honeck
- ---------------
Cole Honeck
Cordovano & Harvey, P.C.
201 Steele Street, Suite #300
Denver, CO 80206
Independent Auditors
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> NOV-29-1999
<PERIOD-END> DEC-07-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 00
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,500
<CURRENT-LIABILITIES> 2,081
<BONDS> 0
0
0
<COMMON> 2,800
<OTHER-SE> (4,381)
<TOTAL-LIABILITY-AND-EQUITY> (581)
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4,381
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (4,381)
<INCOME-TAX> 0
<INCOME-CONTINUING> (4,381)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,381)
<EPS-BASIC> 0<F1>
<EPS-DILUTED> 0<F1>
<FN>
<F1> Less than $.01 per share
</FN>
</TABLE>
