UNITED STATESSECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM SB-2/A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
AMENDMENT 2
HeavenExpress.com, Inc.
(Name of small business issuer in our charter)
Florida
(State or other jurisdiction of incorporation or organization)
7299 (Applied For)
(Primary standard industrial (I.R.S. Employer classification code
number) Identification No.)
6901 NW 32nd Avenue, Fort Lauderdale, Florida 33309
(954) 971-0179
(Address and telephone number of principal executive offices)
Saundra Sharpe
6901 NW 32nd Avenue, Fort Lauderdale, Florida 33309
(954) 971-0179
(Name, address and telephone of agent for service)
Approximate date of commencement of proposed
sale to the public: As soon as practicable after the
effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, check the following box: [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act of 1933, please check the following
box and list the Securities Act of 1933 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 of 1933, check the following box and list the Securities
Actof 1933 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 of 1933, check the following box and list the Securities
<PAGE>
Act of 1933 registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE (1)
Title of class of Proposed maximum Amount of
securities to be registered aggregate offering price Registration Fee
Common Stock,
par value of $.001 per share $ 51,750 $ 14.39
Total Registration Fee $ 14.39
(1) Estimated solely for the purpose of calculating the registration fee.
We amend this registration statement as may be necessary to delay our
effective date. We will file no further amendments when we file an amendment
specifically stating that this registration statement shall thereafter become
effective in accordance with Securities Act, Section 8(a) or the Commission
determines, in accordance with the same Securities Act section, that information
contained in this prospectus is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Commission. These 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.
There shall not be any sale of these securities in any state in which such
offer, solicitation or sale would be unlawful prior to registration or
registration or qualification under the securities laws of any such state.
HeavenExpress.com, Inc.
274,000 shares of Common Stock
This prospectus relates to the offer and sale by selling security holders
consisting of 274,000 shares of our common stock.
The securities will be offered for a period of twenty-four months from the
effective date. The offering period will commence upon the effectiveness of the
registration statement of which this prospectus is a part.
The securities offered in this prospectus are not listed on any national
securities exchange or the NASDAQ stock market.
These securities involve a high degree of risk and should be considered only
by persons who can afford the loss of their entire investment. SEE "RISK
FACTORS" BEGINNING ON PAGE .
NEITHER THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
HeavenExpress.com, Inc. will not receive any of the proceeds from the sale of
the securities offered in this prospectus. The selling security holders may
offer their shares at any price.
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
<PAGE> 2
The date of this preliminary prospectus is November 27, 2000.
TABLE OF CONTENTS
Part I - Information Required in the Prospectus
1. Front Cover Page of Prospectus...........................................1
2. Inside Front and Outside Back Cover Pages of Prospectus.................3
3. Summary Information......................................................5
Risk Factors.............................................................7
WE MAY BE UNABLE TO CONTINUE AS A GOING CONCERN THAT SUBJECTS US TO RISK OF
BEING UNABLE TO CONTINUE IN BUSINESS AND LOSS OF YOUR ENTIRE INVESTMENT.
BECAUSE WE ARE A DEVELOPMENT STAGE BUSINESS IN THE BUSINESS OF MARKETING
MEMORIAL PRODUCTS AND SERVICES, OUR BUSINESS IS SUBJECT TO VARIOUS RISKS THAT
MAY LEAD TO INVESTMENT LOSS.
OUR OPERATIONS AND FINANCIAL CONDITION MAY BE NEGATIVELY AFFECTED IF WE
SECURE ADDITIONAL FINANCING.
OUR RELIANCE UPON THIRD PARTY SUPPLIERS OR MANUFACTURERS MAY NEGATIVELY
AFFECT OUR OPERATIONS.
WE HAVE NEVER BEEN PROFITABLE; WE MAY NEVER BECOME PROFITABLE WHICH SUBJECTS
YOU TO THE RISK OF LOSS ON YOUR INVESTMENT.
BECAUSE WE HAVE NOT FORMULATED A MARKETING PLAN FOR THE SALE OF OUR PRODUCTS
AND SERVICES, OUR BUSINESS MAY NEVER BECOME PROFITABLE.
BECAUSE WE HAVE NOT DEVELOPED OUR WEBSITE, WE MAY NEVER DEVELOP OUR
OPERATIONS TO BECOME PROFITABLE.
BECAUSE WE MAY NEVER OVERCOME THE COMPETITIVE ADVANTAGES OF OUR COMPETITORS,
WE MAY NEVER DEVELOP SUCCESSFUL OPERATIONS.
BECAUSE THERE IS NO PUBLIC MARKET FOR OUR COMMON STOCK, YOU MAY BE UNABLE TO
SELL YOU INVESTMENT IN OUR COMMON STOCK.
4. Use of Proceeds........................................................N/A
5. Determination of Offering Price .......................................N/A
6. Dilution ..............................................................N/A
7. Selling Security Holders................................................15
8. Plan of Distribution....................................................16
9. Legal Proceedings.......................................................18
10.Directors, Executive Officers, Promoters and Control Management ........18
11.Security Ownership of Certain Beneficial Owners and Management..........18
12.Description of Securities ..............................................19
13.Interest of Named Experts and Counsel ..................................21
14.Disclosure of Commission Position/Indemnification for Securities Act
Liabilities.............................................................21
15.Organization Within Last Five Years....................................N/A
16.Description of Business.................................................22
17.Plan of Operation.......................................................28
18.Description of Property ................................................29
19.Certain Relationships and Related Transactions..........................29
20.Market for Common Equity and Related Stockholder Matters................29
21.Executive Compensation .................................................31
22.Financial Statements ...................................................31
23.Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure..............................................................31
Part II - Information Not Required in Prospectus
24.Indemnification.........................................................31
25.Other Expenses of Issuance and Distribution.............................32
<PAGE> 3
26.Recent Sales of Unregistered Securities.................................32
27.Exhibits................................................................32
28.Undertakings............................................................33
ITEM 3. SUMMARY INFORMATION AND RISK FACTORS
PROSPECTUS SUMMARY
Our Company.
We were incorporated in the State of Florida on December 8, 1999. Our principal
executive offices are located at 6901 NW 32nd Avenue, Fort Lauderdale, Florida
33309. Our telephone number is (954) 971-0179. We are authorized to issue common
stock and preferred stock.
Our Business.
We now have no operations. We plan to develop a website that markets
products and offers services and information in the memorial/funeral area. The
information that we expect will be available on our website will include
cemetery information and plot maps, memorial property surveys, and funeral home
services directory. We expect that our memorial and funeral products will
include burial vaults, burial garments, cemetery interment rights, and stone and
bronze memorials. We anticipate that our website services will supply
information on selection of memorial service providers, linking Internet
visitors to them, and facilitating memorial arrangements through these service
providers. Currently, we have no website and have not undertaken any website
development. In addition, we have not determined what specific brand products we
will market on our website or what specific information and services we will
offer through our website.
The Offering.
As of November 27, 2000, we had 2,029,000 shares of our common stock
outstanding. We are registering 274,000 shares of our common stock in this
offering, which is comprised entirely of securities offered by selling security
holders. Although we have agreed to pay all offering expenses, we will not
receive any proceeds from the sale of the securities by the Selling Security
Holders.
FINANCIAL SUMMARY INFORMATION
The information set forth below has been selected from our financial
statements. This information should be read in conjunction with, and is
qualified in its entirety by reference to the financial statements, including
the notes thereto, included elsewhere in this memorandum.
------------------------ ---------------------------------------------------
Period from
Statement of Operations Inception (December 8, 1999)
to _________________
Net
Sales $ 0
Cost
of Sales $ 0
Gross
profit $ 0
Operating expenses $ 0
Income (loss) from operations $ 0
Other expense, net $ 0
Net income (loss) $ 0
<PAGE> 4
Net income per common share $ 0
Period from
Balance Sheet Inception (December 8, 1999)
to December 31, 1999
Total current assets $ 0
Other assets $ 0
Total Assets $ 0
Current liabilities $ 0
Due to stockholder/officer $ 0
Due to related party $ 0
Total liabilities $ 0
Stockholders equity (deficiency) ($ 0)
Total liabilities and stockholder equity $ 0
RISK FACTORS
An investment in the shares of common stock offered in this prospectus
involves a high degree of risk. There can be no assurance that we will ever
develop operations, generate revenues or ever make a profit.
WE MAY BE UNABLE TO CONTINUE AS A GOING CONCERN THAT SUBJECTS US TO RISK OF
BEING UNABLE TO CONTINUE IN BUSINESS AND LOSS OF YOUR ENTIRE INVESTMENT.
Because we have losses and a net capital deficiency, there is substantial
doubt regarding our ability to continue as a going concern. During the period
from December 8, 1999 to December 31, 1999 we incurred net losses of $17,600.
Our total liabilities exceeded our assets by $12,350. These factors raise
substantial doubt about our ability to continue as a going concern. Our ability
to continue as a going concern is dependent upon our ability to successfully
implement our business plan and attain profitability. We may be unable to
continue in business and you may lose your entire investment, if we fail to
implement our business plan or successfully overcome the risks we face in our
business.
BECAUSE WE ARE A DEVELOPMENT STAGE BUSINESS IN THE BUSINESS OF MARKETING
MEMORIAL PRODUCTS AND SERVICES, OUR BUSINESS IS SUBJECT TO VARIOUS RISKS THAT
MAY LEAD TO INVESTMENT LOSSES
From our inception in December, 1999 until present, we had no operations,
revenues or profits. Accordingly, we may experience many of the problems
associated with a business in its developmental stages, including operational
delays and inordinate development expenses. Because we are a development stage
business, we may never develop successful operations. You must consider the
risks and difficulties frequently encountered by development stage companies
such as ours, who have limited operating histories, including:
o Whether we will be able to grow our business at all, and if so, whether we
can manage that growth;
o Whether we are able to anticipate and adapt to a developing Internet based
memorial business;
o Whether the public will accept our business model of selling memorial
products or services via the Internet;
o Because prospective customers will be unable to physically examine our
products, whether they will accept our website as an appropriate avenue to
sell our products;
o Whether the public will accept the impersonal nature of our memorial based
business, namely selling memorial products and services via a website; and
<PAGE> 5
o Whether we will be able to secure financing to execute our business plan.
If we fail to overcome these risks and difficulties our financial condition will
be negatively impacted and you may lose some or all of your investment.
OUR OPERATIONS AND FINANCIAL CONDITION MAY BE NEGATIVELY AFFECTED IF WE SECURE
ADDITIONAL FINANCING.
We now have no means of generating revenue and we have little funds by
which to continue our operations, once commenced. As of December 31, 1999, we
had only $1,350 to fund our operations, which is insufficient to complete our
business plan. We plan to fund our activities through interest free loans from
our President. However, there is no assurance that such loans will be made or
whether they will be sufficient to sustain our needs over the next twelve
months. Accordingly, we may need additional financing through traditional bank
financing or a debt or equity offering, which is subject to the following risks:
o There can be no assurance that such financing will be available on
commercially reasonable terms or that a financial institution will extend
financing to us;
o If future financing is not available, when needed, we may be forced to cease
our operations;
o Additional financing may result in dilution to existing and future equity
holders; and
o If we issue debt instruments, we will be subject to increased debt
obligations that will impose a greater financial strain upon our operations.
If we are unable to obtain needed financing, we will have to curtail or cease
our operations.
OUR RELIANCE UPON THIRD PARTY SUPPLIERS OR MANUFACTURERS MAY NEGATIVELY AFFECT
OUR OPERATIONS.
We are subject to various risks due to our heavy reliance upon third party
manufacturers or suppliers. We do not now have any contracts with third party
suppliers or manufacturers that will advertise their products to be developed
via our website. If we fail to adequately establish contracts with third party
suppliers or manufacturers of memorial products, we may be unable to
sufficiently develop a product line that is appealing to consumers. Because we
now are unable to meet the financial performance or guarantees required by
certain parties, we may be unable to obtain products from third party suppliers
or manufacturers. In addition, our personnel may not be equipped or have
sufficient training to secure contracts with third party suppliers or
manufacturers. Moreover, our business is dependent upon commission based
alliances or agreements; however, suppliers or manufacturers of memorial based
products and services may be unwilling to enter into commission based alliances
or agreements that we wish to enter into. Accordingly, if we fail to develop
relationships with third party suppliers or manufacturers, our operations and
financial condition will be negatively impacted.
WE HAVE NEVER BEEN PROFITABLE; WE MAY NEVER BECOME PROFITABLE WHICH SUBJECTS YOU
TO THE RISK OF LOSS ON YOUR INVESTMENT.
We have incurred $17,500 of losses for the year ended December 31, 1999. As
we attempt to establish our website and secure third party suppliers and
manufacturers and advertise for our products and services, we will be subject to
inordinate expenses. These expenses may lead to additional losses. In addition,
after we establish our website, we will be subject to additional expenses as we
expand our marketing efforts pertaining to existing products which may lead to
additional losses. There are no assurances that we will achieve or sustain
profitability in the future.
BECAUSE WE HAVE NOT FORMULATED A MARKETING PLAN FOR THE SALE OF OUR PRODUCTS
AND SERVICES, OUR BUSINESS MAY NEVER BECOME PROFITABLE.
We anticipate that we will seek market penetration through:
o Print and E-mail advertising;
o The convenience our service offers to consumers;
o Offering competitive pricing to our prospective customers; and
o Offering a diversity of product and service to our prospective customers.
<PAGE> 6
Despite these preliminary marketing plans, we have not formulated any
specific plans to implement these broad marketing objectives. If we fail to
develop these specific plans, we will be unsuccessful in generating any revenues
from the prospective sale of our products and services.
BECAUSE WE HAVE NOT DEVELOPED OUR WEBSITE, WE MAY NEVER DEVELOP OUR OPERATIONS
TO BECOME PROFITABLE.
We plan to design a website that features:
o Cemetery information;
o Plot maps;
o Surveys of memorial properties;
o Directory of funeral homes services;
o Locations of burial plots according to geographic location; and
o Sale of related memorial products and merchandise, including:
o Burial vaults;
o Garments;
o Cemetery interment rights; and
o Stone and bronze memorials.
There are no assurances that we will be successful in designing our website or
establishing relationships with third party suppliers to make our website fully
operational.
BECAUSE WE MAY NEVER OVERCOME THE COMPETITIVE ADVANTAGES OF OUR COMPETITORS,
WE MAY NEVER DEVELOP SUCCESSFUL OPERATIONS.
We face intense competition from a number of competitive forces, as follows:
o Sale of pre-need funeral products and services and cemetery property by
established companies;
o Small, family-owned businesses that control one or more funeral homes or
cemeteries in a single community; and
o Established funeral home businesses
These businesses have competitive advantages over our business because they
have:
o Established distribution networks;
o Agreements with third parties;
o Operating histories;
o Broad customer base; and
o Advertising plan and network
In contrast, we have not developed out business regarding any of these
factors. If we fail to develop these business aspects, our operations will be
negatively impacted.
BECAUSE THERE IS NO PUBLIC MARKET FOR OUR COMMON STOCK, YOU MAY BE UNABLE TO
SELL YOU INVESTMENT IN OUR COMMON STOCK.
There is no established public trading market or maker for our securities.
There can be no assurance that a market for our common stock will be established
or, that if established, a market will be sustained. Therefore, if you purchase
or have already purchased our common stock, you may be unable to sell it.
Accordingly, you should be able to bear the financial risk of losing your entire
investment.
This prospectus contains forward-looking statements, which involve risks and
uncertainties. Our actual results could differ materially from those anticipated
in these forward-looking statements as a result of certain factors including
those set forth under "RISK FACTORS" and elsewhere in this prospectus.
ITEM 4. USE OF PROCEEDS
Not Applicable. We will not receive any proceeds from the sale of the securities
by the selling security holders.
ITEM 5. DETERMINATION OF OFFERING PRICE
Not Applicable. The selling security holders will be able to determine the price
at which they sell their securities.
<PAGE> 7
ITEM 6. DILUTION
Not Applicable. We are not registering any unissued shares in this registration
statement.
ITEM 7. SELLING SECURITY HOLDERS
The selling security holders named below are selling the securities. The
table assumes that all of the securities will be sold in this offering. However,
any or all of the securities listed below may be retained by any of the selling
security holders, and therefore, no accurate forecast can be made as to the
number of securities that will be held by the selling security holders upon
termination of this offering. The table indicates that all the securities will
be available for resale after the effective date. We believe that the selling
security holders listed in the table have sole voting and investment powers
regarding the securities indicated. We will not receive any proceeds from the
sale of the securities. The following selling security holders have had a
material relationship with us within the past three years: Brenda Hamilton
received shares as compensation for legal services rendered. Derek Sharpe is the
son of our sole officer and director, Saundra Sharpe, and received his shares as
a gift from Saundra Sharpe. Saundra Sharpe was issued the shares in connection
with her role as our president and founder.
<TABLE>
<CAPTION>
Amount Amount
Beneficially Beneficially Percentage Owned
Name Relationship Owned Prior to Owned Before/After
With Issuer Offering After Offering Offering
<S> <C> <C> <C> <C>
Asare, Peter None 1000 0 <0.1% / 0.0%
Baity, Barbara None 1000 0 <0.1% / 0.0%
Baity, Vernon None 1000 0 <0.1% / 0.0%
Bass, Bettie Jean None 1000 0 <0.1% / 0.0%
Blatnick, Frank None 1000 0 <0.1% / 0.0%
Bristol, Tara None 1000 0 <0.1% / 0.0%
Carter, Darlene None 1000 0 <0.1% / 0.0%
Carter, Ernest None 1000 0 <0.1% / 0.0%
Chavez, Jasmine None 1000 0 <0.1% / 0.0%
Craig, Sandra None 1000 0 <0.1% / 0.0%
Espinoza, Cynthia None 1000 0 <0.1% / 0.0%
Grant, Basmajian None 1000 0 <0.1% / 0.0%
Hamilton, Brenda Counsel to 49,000 0 2.4% / 0.0%
HeavenExpress.com
Johnson, Veronica None 1000 0 <0.1% / 0.0%
Litmanowicz, Morris None 1000 0 <0.1% / 0.0%
Majoz, Karen None 1000 0 <0.1% / 0.0%
Miller, Gregory None 1000 0 <0.1% / 0.0%
Miller III, Gregory None 1000 0 <0.1% / 0.0%
Monack, Thomas None 1000 0 <0.1% / 0.0%
Moore, Yolanda None 1000 0 <0.1% / 0.0%
Olah, Roberta None 1000 0 <0.1% / 0.0%
Paradiso, Don None 2000 0 0.1% / 0.0%
Price, Samuel None 1000 0 <0.1% / 0.0%
Quin, Kevin None 1000 0 <0.1% / 0.0%
Salem, Sam None 1000 0 <0.1% / 0.0%
Sharpe, Derek Son of
Saundra Sharpe 1000 0 <0.1% / 0.0%
Sharpe, Saundra President/
Founder 195,000 0%
Shim-Price, Marvia None 1000 0 <0.1% / 0.0%
Stevenson, Arthur None 1000 0 <0.1% / 0.0%
St. Rival, Wilcox None 1000 0 <0.1% / 0.0%
Varoso, Gregory None 1000 0 <0.1% / 0.0%
</TABLE>
ITEM 8. PLAN OF DISTRIBUTION
The selling security holders or their transferees may sell the securities
offered by this prospectus from time to time. To our best knowledge, no
<PAGE> 8
underwriting arrangements have been entered into by the selling security
holders. The distribution of the securities by the selling security holders may
be effected in one or more transactions that may take place in the
over-the-counter market, including ordinary broker's transactions, privately
negotiated transactions or through sales to one or more dealers for resale of
such securities as principals at prevailing market prices at the time of sale
and prices related to prevailing market prices or negotiated prices.
The selling security holders may pledge all or a portion of the securities
owned as collateral for margin accounts or in loan transactions. Such securities
may be resold pursuant to the terms of such pledges, accounts or loan
transactions.
Upon default by such selling security holders, the pledgee in such
loan transactions would have the same rights of sale as the selling security
holders under this prospectus. The selling security holders also may enter into
exchange traded listed option transactions which require the delivery of the
securities listed hereunder. The selling security holders may also transfer
securities owned in other ways not involving market makers or established
trading markets, including directly by gift, distribution, or other transfer
without payment of consideration. Upon any such transfer the transferee would
have the same rights of sale as such selling security holders under this
prospectus.
Finally, the selling security holders and any brokers and dealers through
whom sales of the securities are made may be deemed to be "underwriters" within
the meaning of the Securities Act of 1933. The commissions or discounts and
other compensation paid to such persons may be regarded as underwriters'
compensation.
There can be no assurances that the selling security holders will sell any
or all of the securities. In order to comply with certain state securities laws
the securities will be sold in such jurisdictions only through registered or
licensed brokers or dealers. In certain states the securities may not be sold
unless such securities have been registered or qualified for sale in such state
or an exemption from registration or qualification is available and is complied
with. Under applicable rules and regulations of the Securities Exchange Act of
1934, as amended, any person engaged in a distribution of the securities may not
simultaneously engage in market-making activities with respect to such
securities for a period of one or five business days prior to the commencement
of such distribution.
In addition to, and without limiting the foregoing, each of the selling
security holders and any other person participating in a distribution will be
subject to the applicable provisions of the Securities Exchange Act of 1934 and
the rules and regulations there under, including, without limitation, Regulation
M, which provisions may limit the timing of purchases and sales of any of the
securities by the selling security holders or any such other person.
All of the foregoing may affect the marketability of the securities.
Pursuant to the various agreements we have with the selling security holders, we
will pay all the fees and expenses incident to the registration of the
securities, other than the selling security holders' pro rata share of
underwriting discounts and commissions, if any, which is to be paid by the
selling security holders.
ITEM 9. LEGAL PROCEEDINGS
We are not a party to any pending legal proceeding. We are not aware of any
contemplated legal proceeding by a governmental authority in which we may be
involved.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS
Directors and Officers.
Our bylaws provide that we shall have a minimum of
one (1) director on the board at any one time. Vacancies are filled by a
majority vote of the remaining directors then in office. Our directors and
executive officers are as follows:
<PAGE> 9
Name Age Position Held
Saundra Sharpe 52 President, Secretary, Treasurer
& Director
Charles Scheuerman 71 Director
The directors named above will serve until the next annual meeting of our
shareholders to be held within 6 months of the close of our fiscal year or until
a successor shall have been elected and accepted the position. Directors are
elected for one-year terms.
Saundra Sharpe.
From January of 1998 to present, Ms. Sharpe has worked as an Independent
Associate for Prepaid Legal Services. From June 1997 to present, Ms. Sharpe has
been President of Sharpe Connection. Sharpe Connection is primarily in the
business of used car sales. From January of 1995 to February of 1999, Ms. Sharpe
worked as a manager of Santa Fe Motorcars, whose principal operations involved
used cars sales. As a manager of Sante Fe Motorcars, Ms. Sharpe ran day-to-day
operations and supervised 7 employees. Ms. Sharpe attended Jackson Community
College in Michigan and Jackson Business School in Ohio.
Charles Scheuerman.
Since the early 1980s, Mr. Scheuerman has served as the Chief Operating
Officer of Network Promotion Seminar, Inc., a television advertising agency.
During 1999, Mr. Scheuerman served as the Chairman of the Board for Heaven's
Door Corporation, until that corporation was acquired. Mr.Scheuerman graduated
from Auburn University in 1952 with a Bachelor of Science Degree. He provides
valuable knowledge and experience to HeavenExpress.com, since he was previously
the owner of seven cemeteries, including one of the largest cemetery facilities
in Central Alabama.
Significant Employees.
Other than the aforementioned, none of our employees are expected to make a
significant contribution.
Family Relationships.
There are no family relationships among our officers, directors, or persons
nominated for such positions.
Legal Proceedings.
None of our officers, directors, or persons nominated for such positions,
promoter or significant employee have been involved in legal proceedings that
would be material to an evaluation of our management.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tabulates holdings of our common
shares by each person who, as of November 27, 2000:.
(a) holds of record or is known by us to own beneficially more than 5.0% of our
common shares, and
(b) by all of our directors and officers individually and as a group.
The following tables set forth the ownership, as of November 27, 2000 of
our common stock: (a) by each person known by us to be the beneficial owner of
more than 5% of our common stock; and (b) by each of our directors, by all
executive officers and our directors as a group. All persons named have sole
voting and investment power with respect to such shares, except as otherwise
noted.
According to our stock records, there were 2,029,000 shares of our common
stock,$0.001 par value outstanding, as of November 27, 2000.
<PAGE> 10
<TABLE>
<CAPTION>
Security Ownership of Beneficial Owners:
Title of Class Name & Address Amount Nature Percent
<S> <C> <C> <C> <C>
Common Saundra Sharpe
6901 NW 32nd Ave
Ft Lauderdale, Fl 33309 950,000 Direct 47%
Common Charles Scheuerman
800 W. Oakland Pk Blvd.
#211
Ft Lauderdale, Fl 33311 1,000,000 Direct 49%
Security Ownership of Management:
Title of Class Name & Address Amount Nature Percent
Common Saundra Sharpe
6901 NW 32nd Avenue
Fort Lauderdale, Florida 33309 950,000 Direct 47%
Common Charles Scheuerman 1,000,000 Direct 49%
Common Officers & Directors
as a Group (2) 1,950,000 Direct 96%
</TABLE>
Change of Control.
We are not aware of any arrangements, which would result in a change of control
of HeavenExpress.com.
ITEM 12. DESCRIPTION OF SECURITIES
The following description is a summary and is qualified in its entirety by
the provisions of our articles of incorporation and bylaws, copies of which have
been filed as exhibits to the registration statement of which this prospectus is
a part.
QUALIFICATION.
The following statements constitute brief summaries of the material
provisions of our articles of incorporation and bylaws, as amended. Such
summaries do not purport to be complete; therefore, you should refer to the full
text of the articles of incorporation and bylaws provided in the exhibits.
COMMON STOCK.
Our articles of incorporation authorize us to issue up to 50,000,000 common
shares, $0.001 par value per common share. As of November 27, 2000, we had
2,029,000 shares of common stock outstanding held by 34 shareholders. All
outstanding common shares are validly issued, fully paid and non-assessable.
PREFERRED STOCK.
We are authorized to issue 10,000,000 shares of preferred stock with a par
value of $.001 per share in series to be determined by the Board of Directors.
As of November 27, 2000, there were no preferred shares issued and outstanding.
The Board of Directors is authorized to establish the series, the number of
shares to be included in each series and the preferences, rights of conversion,
limitations and other relative rights of each series.
LIQUIDATION RIGHTS.
Upon liquidation or dissolution, each outstanding common share will be
entitled to share equally in our assets legally available for distribution to
shareholders after the payment of all debts and other liabilities.
DIVIDEND RIGHTS. There are no limitations or restrictions upon the rights of our
<PAGE> 11
Board of Directors to declare dividends, and we may pay dividends on our shares
in cash, property, or our own shares, except when we are insolvent or when the
payment thereof would render us insolvent subject to the provisions of the
Florida Statutes. We have not paid dividends to date, and it is not anticipated
that any dividends will be paid in the foreseeable future.
VOTING RIGHTS.
Each share of our common stock entitles the holder to one vote, either in
person or by proxy, at meetings of shareholders. The holders are not permitted
to vote their shares cumulatively. Accordingly, the holders of common stock
holding, in the aggregate, more than fifty percent of the total voting rights
can elect all of our directors and, in such event, the holders of the remaining
minority shares will not be able to elect any of such directors. The vote of the
holders of the majority of the issued and outstanding shares of common stock
entitled to vote thereon is sufficient to authorize, affirm, ratify or consent
to such act or action, except as otherwise provided by law.
OTHER RIGHTS.
Our common shares are not redeemable, have no conversion rights and carry
no preemptive or other rights to subscribe to or purchase additional common
shares in the event of a subsequent offering.There are no other material rights
of the common shareholders not included herein. There is no provision in our
charter or by-laws that would delay, defer or prevent a change in control of
HeavenExpress.com. We have not issued preferred or debt securities.
SHARES ELIGIBLE FOR FUTURE SALE.
Of the 2,029,000 shares of our common stock outstanding, 274,000 shares of
common stock registered in this offering will be freely tradable without
restrictions under the Securities Act of 1933, except for any shares held by our
"affiliates", which will be subject to the resale limitations of Rule 144 under
the Securities Act of 1933.
In general, under Rule 144 as currently in effect, any of our affiliates and any
person or persons whose sales are aggregated, who has beneficially owned his or
her restricted shares for at least one year, may be entitled to sell in the open
market within any three-month period a number of shares of common stock that
does not exceed the greater of:
(i) 1% of the then outstanding shares of our common stock, or
(ii) the average weekly trading volume in the common stock during the four
calendar weeks preceding such sale.
Sales under Rule 144 are also subject to certain limitations on manner of sale,
notice requirements, and availability of current public information about us.
Non-affiliates who have held their restricted shares for one year may be
entitled to sell their shares under Rule 144 without regard to any of the above
limitations, provided they have not been affiliates for the three months
preceding such sale.
Further, Rule 144A as currently in effect, in general, permits unlimited resales
of certain restricted securities of any issuer provided that the purchaser is an
institution that owns and invests on a discretionary basis at least $100 million
in securities or is a registered broker-dealer that owns and invests $10 million
in securities. Rule 144A allows our existing stockholders to sell their shares
of common stock to such institutions and registered broker-dealers without
regard to any volume or other restrictions. Unlike under Rule 144, restricted
securities sold under Rule 144A to non affiliates do not lose their status as
restricted securities.
As a result of the provisions of Rule 144, all of the restricted securities
could be available for sale in a public market, if developed, beginning 90 days
after the date of this prospectus. The availability for sale of substantial
amounts of common stock under Rule 144 could adversely affect prevailing market
prices for our securities.
ITEM 13. EXPERTS
Our Financial Statements for the period from our inception of
December 8, 1999 to December 31, 1999, have been included in this prospectus in
<PAGE> 12
reliance upon the report appearing elsewhere in this prospectus, of Dohan and
Company, CPAs, P.A., independent Certified Public Accountants, and upon the
authority of said independent Certified Public Accountants as experts in
accounting and auditing.
ITEM 14. DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES
ACT LIABILITIES
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to our directors, officers and controlling persons, we
have been advised that in the opinion of the SEC, such indemnification isagainst
public policy as expressed in the Securities Act of 1933 and is,therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities, other than the payment by us of expenses incurred or paid by our
directors, officers or controlling persons in the successful defense of any
action, suit or proceedings, is asserted by such director, officer, or
controlling person in connection with any securities being registered, we will,
unless in the opinion of our counsel the matter has been settled by controlling
precedent, submit to court of appropriate jurisdiction the question whether such
indemnification by us is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issues.
ITEM 15. ORGANIZATION WITHIN THE LAST FIVE YEARS
On December 24, 1999, we issued 950,000 shares to Saundra Sharpe, our
president and director for services rendered to us in the formation and
development of our business. On May 17, 2000, we issued 1,000,000 shares of our
common stock to Charles Scheuerman for his services to be rendered to our
Board of Directors. Other than the issuance of shares to our President and
Director, Saundra Sharpe, and our Director, Charles Scheuerman, we have not
entered into any transactions with our officers, directors, persons nominated
for such positions, or beneficial owners of 5% or more of our common stock.
Saundra Sharpe gifted 1000 shares to her son, Derek Sharpe.
We are not a subsidiary of any other company. Since the original issuance
of our common shares, we have not and do not intend to enter into any
transactions with our promoter.Our management is involved in other business
activities and may, in the future, become involved in other business
opportunities. If a specific business opportunity becomes available, our
management may face a conflict in selecting between us and their other business
interests. We have not formulated a policy for the resolution of such conflicts.
ITEM 16. DESCRIPTION OF BUSINESS
Business Development.
We were incorporated in the State of Florida on December 8, 1999. We have
not been involved in any bankruptcy, receivership or similar proceeding. We have
not been involved in any material reclassification, merger, consolidation, or
purchase or sale of a significant amount of assets not in the ordinary course of
business.
We have conducted no market studies to determine our marketing strategies.
We have not developed a marketing plan, but anticipate that we will seek market
penetration through competitive pricing, product/service diversity and
convenience. Our marketing plans also include both e-mail and print advertising
in newspapers.
BUSINESS OF ISSUER.
Products and Services.
We are a development stage company with no operations to date. Our website
will be located at www.heaven-express.com. We do not have an Internet Service
Provider, or a web site developer.
Our activities to date have been to compile the potential content
of our website. We plan to design a website that features:
o Cemetery information;
o Plot maps;
o Surveys of memorial properties;
o Directory of funeral home services;
o Locations of burial plots according to geographic location; and
<PAGE> 13
o Sale of related memorial products and merchandise, including:
o Burial vaults;
o Garments;
o Cemetery interment rights;
o Caskets;
o Monuments;
o Urns;
o Flowers;
o Sympathy gifts;
o Cards; and
o Stone and bronze memorials.
We plan initially to feature our products and services in the State of Florida.
We also plan to feature on-line memorials, obituaries, holiday memorials,
military memorials and public feature memorials.
We plan to generate revenues by advertisement fees for the companies whose
products or services are featured on our site, subscription fees for funeral
homes, online obituaries and memorials.
Our business sales will be conducted on a non-denominational basis. We
currently have no agreements with suppliers, cemeteries or other third parties
to provide these services. There can be no assurance that we will be able to
obtain any such agreements on favorable terms.
DISTRIBUTION.
We plan to distribute products and services solely through our website, if
developed. Product delivery and final service arrangements will be handled
through third party retailers.
STATUS OF ANY NEW PUBLICLY ANNOUNCED PRODUCT OR SERVICE.
We currently have no publicly announced products or services.
COMPETITION.
Our operations will generally encounter competition in markets in which we plan
to operate. Some of the factors affecting competitiveness in this industry are:
o Location;
o Reputation;
o Heritage;
o Competitive pricing;
o Professional service; and
o Attractiveness of facilities.
Many companies have increasingly used the sale of pre-need funeral products and
services and cemetery property as a marketing tool. Additionally, a significant
majority of death care operators consists of small, family-owned businesses that
control one or more funeral homes or cemeteries in a single community. Heritage
and tradition afford an established funeral home or cemetery or a local
franchise the opportunity for repeat business. In addition, an established
firm's backlog of pre-need, pre-funded funerals or pre-sold cemetery and
mausoleum spaces also makes it difficult for new entrants to gain entry into the
marketplace. As such, we will be at a competitive disadvantage.
We expect that we will be at a competitive disadvantage in the sale of our
products and services because:
o The sale of our products and services will be made through our website
- a business model that may not be accepted by the public;
o The public may not accept the impersonal nature of the business and the
inability of the public to examine our products in comparison to the
personal service offered by our competitors at physical retail
locations; and
o We have no operational history and lack brand name recognition.
The electronic commerce market is relatively new, rapidly evolving and intensely
competitive. We will compete with a variety of other companies. These
competitors include a number of companies that offer memorial products and
services on the Internet and also through physical retail locations. For
example, the following websites have already established customer relationships,
which will pose difficulties in our becoming competitive:
o www.preneeds.com - Provides a listing service to funeral homes for a
<PAGE> 14
flat yearly rate under $100 and includes a description of the funeral
homes, phone numbers and links to the funeral home websites;
o www.funeraltribute.com - Offers, an online obituary and links to other
websites to set up funeral flower arrangements, and funeral airline
arrangements and other arrangements pertaining to funeral matters.
o www.casketplus.com - Website that sells caskets online; and
o www.vintagecoffins.com - Website that sells custom-made caskets.
We will compete with such retail locations for sources of supply and customer
bases. We must compete with other companies that have substantially more
resources and revenues. In addition, large chain funeral homes are an increasing
industry force and often have financing abilities. We do not plan to provide
financing to the public. There can be no assurance that we will be able to
effectively compete with companies that offer such additional services. Our
inability to compete effectively will have a materially adverse effect on our
business operations and financial condition.
Competitors have established or may establish cooperative relationships
among themselves or directly with retailers to obtain exclusive or
semi-exclusive sources of products. Accordingly, it is possible that new
competitors or alliances among competitors and retailers may emerge and rapidly
acquire market share. In addition, manufacturers might elect to liquidate their
products directly.
Our ability to face intense competition in the area of memorial products and
services will depend upon the following factors:
o Our ability to form strategic alliances with retailers and owners
of other websites;
o Our ability to generate traffic on our website by increasing awareness
of our site;
o Our need to attract and retain customers at a reasonable cost;
o Whether we are able to institute a reliable and efficient system that
processes customer transactions in which we may have to rely upon
third parties; and
o Our ability to compete against traditionally used physical retail
locations that sell memorial products and services.
Our challenges include, but are not limited to, our:
o Need to increase website awareness if our site is developed;
o Need to attract and retain customers at a reasonable cost;
o Dependence on website and transaction processing performance and
reliability;
o Need to compete effectively with well-established competitors in
traditional venues;
o Need to establish us as an important participant in the market for
memorial services and products; and
o Need to establish and develop relationships in the memorial industry,
particularly in the areas of memorial financial services and memorial
products and services.
There is no assurance that the Internet will be an accepted medium for our
business. Demand and market acceptance for services and products over the
Internet are subject to a high level of uncertainty. Moreover, since the market
for our products and services over the Internet is new and evolving, it is
difficult to predict the size of this market or its future growth rate. Our
success will depend upon the adoption of the Internet as a medium for commerce
by a broad base of consumers and retailers. There can be no assurance of
widespread acceptance of Internet commerce in general, or more specifically, of
our products and services described herein. We must rely on consumers and
retailers who have historically used traditional means of commerce to purchase
and sell products. For us to be successful, these consumers and retailers must
accept and utilize novel ways of conducting business and exchanging
information.
Moreover, critical issues concerning the commercial use of the Internet,
such as ease of access, security, reliability, cost and quality of service,
remain unresolved and may affect the growth of Internet use or the
attractiveness of conducting commerce online. There can be no assurance that
there will be broad acceptance of the Internet as an effective medium for
<PAGE> 15
commerce by consumers and retailers or that the market for our products and
services will develop successfully or achieve widespread acceptance. If the
market for Internet-based memorial arrangements and products fails to develop,
develops more slowly than expected or becomes saturated with competitors, or if
our products and services do not achieve market acceptance, our business,
results of operations and financial condition will be materially adversely
affected.
SOURCES AND AVAILABILITY OF RAW MATERIALS.
We plan to contract with a variety of third parties for their products.
We have not reached any agreements with third parties for products as of the
date of this registration statement. We do not anticipate a shortage or lack
of availability of raw materials.
We have no contracts or arrangements with product retailers that guarantee
the availability of products. There can be no assurance that we will be able to
establish relationships with retailers that ensure product availability for sale
on our to be developed web site. We will also rely on retailer's shipping
procedures, which may be subject to delays. Should the delivery service utilized
by a retailer be unable to deliver their products for a sustained time period as
a result of a strike, weather or other reasons, and the retailer was unable to
arrange for alternative delivery, our business, operations and financial
condition would be adversely affected.If we are unable to develop and maintain
satisfactory relationships with retailers on acceptable commercial terms and/or
if we are unable to obtain sufficient quantities of products and/or if the
quality of products and services provided by such retailers falls below a
satisfactory standard and a substitute retailer of equal or better value at
competitive pricing cannot be found, or if the level of returns exceeds
expectations, our business, operations and financial condition will be
materially adversely affected.
DEPENDENCE ON CUSTOMERS.
Since we do not have operations, we are not dependent on a single or small
number of customers. We do not anticipate in the future being dependent on a
single or small number of customers, given the target market for our products.
INTELLECTUAL PROPERTY.
We have no patents, trademarks, licenses, franchises, concessions, royalty
agreements or labor contracts.
GOVERNMENT REGULATION AND APPROVALS.
We currently are unaware of any required government approvals of our
principal products or services. However, due to the increasing popularity and
use of the Internet, a number of laws and regulations may be adopted regarding
the Internet, covering issues such as user privacy, pricing, and characteristics
and quality of products and services. Furthermore, the growth and development of
the market for Internet commerce may prompt calls for more stringent consumer
protection laws that may impose additional burdens on those companies conducting
business over the Internet. The adoption of any additional laws or regulations
may decrease the growth of the Internet, which, in turn, could decrease the
demand for our Internet products and services and increase our cost of doing
business or otherwise have an adverse effect on our business, operations and
financial condition.Moreover, the applicability to the Internet of existing laws
in variousjurisdictions governing issues, such as sales tax, libel and personal
privacy is uncertain and may take years to resolve. In addition, as our products
and services are available over the Internet in multiple states, and as we plan
to sell to numerous consumers residing in such states, such jurisdictions may
claim that we are required to qualify to do business as a foreign corporation in
each such state and foreign country. We are qualified to do business only in
Florida, and our failure to qualify as a foreign corporation in a jurisdiction
where we are required to do so could subject us to taxes and penalties for the
failure to qualify. Any such existing or new legislation or regulation,
including state sales tax, or the application of laws or regulations from
jurisdictions whose laws do not currently apply to our business, could have a
materially adverse effect on our business, results of operations and financial
condition.
RESEARCH AND DEVELOPMENT.
We have not spent any funds on research and development of our website. We
have not purchased a domain name, located a website developer or found an
<PAGE> 16
Internet Service Provider to host our site once developed, if at all.
COST OF COMPLIANCE WITH ENVIRONMENTAL LAWS.
We do not estimate incurring any costs for compliance with Environmental laws.
EMPLOYEES.
We currently have no full-time employees. Saundra Sharpe, our president,
and Charles Scheuerman, a director, are our only employees. From our inception
to the end of October, 2000, Ms. Sharpe and Mr. Scheuerman spent approximately
between 5 and 10 hours per week on their duties as executive officers. Ms.
Sharpe plans to now spend approximately 15 to 20 hours per week to implement our
plan of operation. Mr. Scheuerman will continue to spend approximately between 5
and 10 hours per week. We have no collective bargaining agreements or employment
agreements in existence. Saundra Sharpe and Charles Scheuerman participate in
the running of HeavenExpress.com on a part-time basis, as needed, without cash
compensation. Over the next twelve months, we do not plan to add any additional
employees.
ITEM 17. PLAN OF OPERATIONS
We currently have no operations, revenues or customers. In the next twelve
months, we plan to develop our website and form strategic alliances and
relationships with key retailers and suppliers for our products and services. We
will need approximately $12,500 to accomplish these goals. We plan on funding
these expenses through non-interest bearing loans from our president.
OUR PLAN OF OPERATIONS TO DATE HAS CONSISTED OF:
DETERMINING THAT THE CONTENT OF OUR WEBSITE WILL CONSIST OF:
o Cemetery information;
o Plot maps;
o Surveys of memorial properties;
o Directory of funeral home services;
o Locations of burial plots according to geographic location; and
o Sale of related memorial products and merchandise, including:
o Burial vaults;
o Garments;
o Cemetery interment rights;
o Caskets;
o Monuments;
o Urns;
o Flowers;
o Sympathy gifts;
o Cards;
o Stone and bronze memorials; and
o Sale of books pertaining to memorial subjects.
OUR PLAN OF OPERATION OVER THE NEXT TWELVE MONTHS WILL CONSIST OF:
ESTABLISH OUR WEBSITE:
Design and provide the content of our website.
Establish agreement with a server.
ESTABLISH RELATIONSHIPS WITH VENDORS OF OUR PRODUCTS:
Contact memorial based businesses to establish agreements for the sale of
products over our website.
ESTABLISH POTENTIAL REVENUE SOURCES:
Our president plans to actively seek the following potential sources of
revenues from various establishments. She plans to contact funeral homes and
online obituaries to establish relationships that will generate potential
sources of revenue, as follows:
o Referral fees by referring business to these entities from business leads
obtained from contact with our website;
o Advertising fees from advertising these establishments on their website;
o Establishing relationships with vendors of memorial products that will sell
their products through our website;
o Developing an apparatus by which we will receive subscription fees from
funeral homes and online obituaries for our referral of business to these
<PAGE> 17
business entities;
o Developing an apparatus by which we will receive transaction fees from
e-commerce applications;
o Developing a plan to obtain advertising of other memorial based businesses
on our website that will generate advertising fees;
o Establishing links with other third party vendors of memorial based
products, wherein the third party vendors will provide us with a commission
from third party e-commerce transactions; and
o Include testimonials from our customers on our website to demonstrate the
quality of our service.
In addition, we plan to design a package of services to prospective customers
that will offer the following services at a discounted rate comparable to other
on-line services:
o Links to the customer's website via our website;
o Advertising pages on our website to sell products via our website; and
o E-mail accounts or e-mail forwarding accounts.
We plan to provide content on our website that will attempt to demonstrate the
price advantage of ordering online memorial products via our website compared to
prices offered at retail establishments such as physically situated funeral
homes.
In order to provide additional substance to our website and attract
additional visitors to our website, we plan to provide other content that will
be of an educational and informative nature regarding, as follows:
o Generally, the quality of various memorial and funeral products and
services such as the different types of caskets, including wood, metal,
bronze and copper;
o Relevant laws and consumer rights that relate to the funeral and memorial
industry;
o Funeral etiquette regarding attendance at funerals, appropriate charitable
contributions in memory of the deceased, content of sympathy cards
expressing personal thoughts, customs specific to the death of an
individual of a specific religious persuasion; and
o The legal ramifications, advantages and disadvantages of pre-paid funeral
arrangements.
Although we are now a non-denominational website, we may explore opportunities
of establishing other websites that are denominational in nature an which cater
to specific religiously based memorial needs. For example, a Jewish-based
memorial website would include the sale of the following
products:
ITEM 18. DESCRIPTION OF PROPERTY
We currently operate out of 200 square feet of space located at 6901 NW
32nd Avenue, Fort Lauderdale, Florida 33309, which is the personal residence of
Ms. Saundra Sharpe, our president. Our telephone number is (954) 971-0179. Our
president also conducts another business, Pre-paid Legal Services, from the same
office.
We do not own any property or intend to have any property in the future. We
do not intend to renovate, improve or develop properties. We are not subject to
any competitive conditions for property and currently have no property to
insure. We have no policy with respect to investments in real estate or
interests in real estate and no policy with respect to investments in real
estate mortgages. Further, we have no policy with respect to investments in
securities of or interests in persons primarily engaged in real estate
activities.
ITEM 19. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On December 24, 1999, we issued 950,000 shares to Saundra Sharpe, our
president and director for services rendered to us in the formation and
development of our business. On May 17, 2000, we issued 1,000,000 shares of our
common stock to Charles Scheuerman for his services to be rendered to our
Board of Directors. Other than the issuance of shares to our President and
Director, Saundra Sharpe, and our Director, Charles Scheuerman, we have not
entered into any transactions with our officers, directors, persons nominated
<PAGE> 18
for such positions, or beneficial owners of 5% or more of our common stock.
Saundra Sharpe gifted 1000 shares to her son, Derek Sharpe. We are not a
subsidiary of any other company. Since the original issuance of our common
shares, we have not and do not intend to enter into any transactions with our
promoter.
Our management is involved in other business activities and may, in the
future, become involved in other business opportunities. If a specific business
opportunity becomes available, our management may face a conflict in selecting
between us and their other business interests. We have not formulated a policy
for the resolution of such conflicts.
ITEM 20. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
There is no established public trading market for our securities.
Management has not discussed market making with any market maker or broker
dealer. No market exists for our securities and there is no assurance that a
regular trading market will develop, or if developed will be sustained. A
shareholder in all likelihood, therefore, will not be able to resell their
securities should he or she desire to do so when eligible for public resales.
Furthermore, it is unlikely that a lending institution will accept our
securities as pledged collateral for loans unless a regular trading market
develops. We have no plans, proposals, arrangements or understandings with any
person with regard to the development of a trading market in any of our
securities. None of our common stock is subject to outstanding options or
warrants to purchase our shares. We have no preferred stock outstanding. There
is no common equity of our Company being offered pursuant to an employee benefit
plan.
There are 2,029,000 shares of our common stock outstanding, all of which
are restricted securities. Of these outstanding shares, there are 1,950,000
shares held by affiliates. The remaining 79,000 shares of common stock are held
by non-affiliates. The restricted securities as defined under Rule 144 of the
Securities Act of 1933 may only be sold under Rule 144 or otherwise under an
effective registration statement or an exemption from registration, if
available. Rule 144 generally provides that an affiliate, including directors,
officers and control shareholders, who has satisfied a one year holding period
for the restricted securities may sell, within any three month period subject to
certain manner of resale provisions, an amount of restricted securities which
does not exceed the greater of 1% of a company's outstanding common stock or the
average weekly trading volume in such securities during the four calendar weeks
prior to such sale. Sales under Rule 144 must also be made without violating the
manner-of-sale provisions, notice requirements, and the availability of public
information about us. A sale of shares by such security holders, whether under
Rule 144 or otherwise, may have a depressing effect upon the price of our common
stock in any market that might develop.
Penny Stock Considerations.
Broker-dealer practices in connection with transactions in penny stocks are
regulated by certain penny stock rules adopted by the Securities and Exchange
Commission. Penny stocks generally are equity securities with a price of less
than $5.00. Penny stock rules require a broker-dealer, prior to a transaction in
a penny stock not otherwise exempt from the rules, to deliver a standardized
risk disclosure document that provides information about penny stocks and the
risks in the penny stock market. The broker-dealer also must provide the
customer with current bid and offer quotations for the penny stock, the
compensation of the broker-dealer and its salesperson in the transaction, and
monthly account statements showing the market value of each penny stock held in
the customer's account. In addition, the penny stock rules generally require
that prior to a transaction in a penny stock, the broker-dealer make a special
written determination that the penny stock is a suitable investment for the
purchaser and receive the purchaser's written agreement to the transaction.These
disclosure requirements may have the effect of reducing the level of trading
activity in the secondary market for a stock that becomes subject to the penny
stock rules. Our shares may someday be subject to such penny stock rules and our
shareholders will, in all likelihood, find it difficult to sell their
securities.
No market exists for our securities and there is no assurance that a
regular trading market will develop, or if developed will be sustained. A
<PAGE> 19
shareholder in all likelihood, therefore, will not be able to resell the
securities referred to herein should he or she desire to do so. Furthermore, it
is unlikely that a lending institution will accept our securities as pledged
collateral for loans unless a regular trading market develops. There are no
plans, proposals, arrangements or understandings with any person with regard to
the development ofa trading market in any of our securities.
As of the date of this registration, we had 34 holders of record of our
common stock. We currently have one class of common stock outstanding and no
preferred shares outstanding.
Dividends.
We have not declared any cash dividends on our common stock since our
inception and do not anticipate paying such dividends in the foreseeable future.
We plan to retain any future earnings for use in our business. Any decisions as
to future payment of dividends will depend on our earnings and financial
position and such other factors, as the Board of Directors deems relevant.
ITEM 21. EXECUTIVE COMPENSATION
The following summary compensation table reflects all compensation awarded to,
earned by or paid to our officers by any person for all services rendered to
us:
<TABLE>
<CAPTION>
Summary Compensation Table
Annual Compensation Long Term Compensation
Other Annual Securities LTIP
Name and Salary Bonus Comp Restricted ($) Underlying Payouts Other
Position Year($) ($) ($) Stock Award(s) Options (#) ($) ($)
<S> <C> <C> <C> <C> <C> <C> <C>
Saundra Sharpe,
President 1999 $0 $0 $0 $9,000.00 $0 $0 $0
</TABLE>
We have not entered into any employment agreements with our employees. We
have no arrangements under which we are obligated to compensate our officers,
directors or employees in the future. We have no standard arrangements under
which we will compensate our directors for their services provided to us. We
issued 1,000,000 restricted shares of our common stock to Charles Scheuerman in
exchange for his commitment to serve on our Board of Directors for the current
term. We have no other arrangements with respect to compensation of our
directors or officers.
ITEM 22. FINANCIAL STATEMENTS
Statements included in this report that do not relate to present or
historical conditions are "forward-looking statements" within the meaning of the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Although the safe harbor provisions of this Act do not apply to this offering,
it is important that investors note that some statements contained herein
involve risks associated with forward-looking statements.
Additional oral or written forward-looking statements may be made
byHeavenExpress.com or their agents or representatives from time to time and
such statements may be included in documents other than this report that are
filed with the Commission. Such forward-looking statements involve risks and
uncertainties that could cause results or outcomes to differ materially from
those expressed in such forward-looking statements.
<PAGE> 20
HeavenExpress.Com, Inc.
(A Development Stage Company)
FINANCIAL STATEMENTS
December 31, 1999 and September 30, 2000
<TABLE>
<CAPTION>
C O N T E N T S
Page
<S> <C>
INDEPENDENT AUDITOR'S REPORT F-2
FINANCIAL STATEMENTS
Balance Sheets F-3
Statements of Loss and Accumulated Deficit During the Development Stage F-4
Statements of Cash Flows F-5
Statements of Deficiency in Assets F-6
NOTES TO FINANCIAL STATEMENTS F-7 - F-9
</TABLE>
Independent Auditor's Report
Stockholders and Board of Directors
HeavenExpress.Com, Inc. (A Development Stage Company)
Fort Lauderdale, Florida
We have audited the accompanying balance sheet of HeavenExpress.Com, Inc. (A
Development Stage Company), as of December 31, 1999, and the related statement
of loss and accumulated deficit during the development stage, cash flows, and
deficiency in assets for the period from inception (December 8, 1999) to
December 31, 1999. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
<PAGE> 21
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 HeavenExpress.Com, Inc. (A
Development Stage Company) at December 31, 1999, and the results of its
operations and its cash flows for the period from inception (December 8, 1999)
to December 31, 1999, in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 4 to the
financial statements, the Company has suffered losses, has a working capital
deficiency and has a deficiency in assets that raise substantial doubt about its
ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note 4. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
/s/ Dohan and Company, CPA's
January 18, 2000
Miami, Florida
F-2
<PAGE> 22
<TABLE>
<CAPTION>
HEAVEN EXPRESS.COM, INC.
(A Development Stage Company)
BALANCE SHEETS
December 31, 1999 September 30, 2000
(Audited) (Unaudited)
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Cash $ 1,350 $ 40
----------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS $ 1,350 $ 40
----------------------------------------------------------------------------------------------------------------------
LIABILITIES AND DEFICIENCY IN ASSETS
LIABILITIES
Note payable - officer $ 12,500 $ 14,582
Accrued expenses and other liabilities 1,200 -
<PAGE> 23
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES 13,700 14,582
----------------------------------------------------------------------------------------------------------------------
COMMITMENTS AND CONTINGENCIES (NOTES 4 and 5)
DEFICIENCY IN ASSETS
Preferred stock, $.001 par value, 10,000,000 shares authorized;
none outstanding - -
Common stock, $.001 par value, 50,000,000 shares authorized,
1,035,000 shares issued and outstanding 1,035 1,035
Additional paid in capital 4,215 4,215
Deficit accumulated during the development stage (17,600) (19,792)
----------------------------------------------------------------------------------------------------------------------
TOTAL DEFICIENCY IN ASSETS (12,350) (14,542)
----------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND DEFICIENCY IN ASSETS $ 1,350 $ 40
----------------------------------------------------------------------------------------------------------------------
See accompanying notes.
</TABLE> F-3
<TABLE>
<CAPTION>
HEAVEN EXPRESS.COM, INC.
(A Development Stage Company)
STATEMENTS OF LOSS AND ACCUMULATED DEFICIT DURING THE DEVELOPMENT STAGE
For the period For the For the
from inception three months nine months
(December 8, 1999 ended ended Cumulative
to December 31 September 30, September 30, since inception
(Audited) (Unaudited) (Unaudited) (Unaudited)
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
EXPENSES
Professional fees $ 17,600 $ 1,089 $ 1,868 $ 19,468
General and administrative expenses - - 324 324
----------------------------------------------------------------------------------------------------------------------------
NET LOSS BEFORE INCOME TAXES (17,600) (1,089) (2,192) (19,792)
<PAGE> 24
INCOME TAXES - - - -
----------------------------------------------------------------------------------------------------------------------------
NET LOSS AND ACCUMULATED DEFICIT DURING THE DEVELOPMENT STAGE $ (17,600) $ (1,089) $ (2,192) $ (19,792)
----------------------------------------------------------------------------------------------------------------------------
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 1,020,375 1,035,000 1,035,000 1,033,044
(BASIC AND DILUTED)
----------------------------------------------------------------------------------------------------------------------------
BASIC NET LOSS PER SHARE (PRIMARY AND FULLY DILUTED) $ (0.017) $ (0.001) $ (0.002) $ (0.019)
----------------------------------------------------------------------------------------------------------------------------
See accompanying notes.
</TABLE> F-4
<TABLE>
<CAPTION>
HEAVEN EXPRESS.COM, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
For the period For the
from inception nine months
(December 8, 1999) ended Cumulative
to December 31, 1999 September 30, 2000 since inception
(Audited) (Unaudited) (Unaudited)
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (17,600) $ (2,192) $ (19,792)
Adjustments to reconcile net loss to net
cash used by operating activities:
Common stock exchanged for services 3,900 - 3,900
Increase (decrease) in accrued liabilities 1,200 (1,200) -
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
NET CASH USED BY DEVELOPMENT STAGE OPERATING ACTIVITIES (12,500) (3,392) (15,892)
----------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Sale of common stock 1,350 - 1,350
Proceeds from note payable to officer 12,500 2,082 14,582
<PAGE> 25
----------------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 13,850 2,082 15,932
----------------------------------------------------------------------------------------------------------------------------
NET INCREASE IN CASH AND EQUIVALENTS FOR THE PERIOD
AND CUMULATIVE DURING THE DEVELOPMENT STAGE 1,350 (1,310) 40
CASH AND EQUIVALENTS - BEGINNING OF PERIOD - 1,350 -
----------------------------------------------------------------------------------------------------------------------------
CASH AND EQUIVALENTS - END OF PERIOD $ 1,350 $ 40 $ 40
----------------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL DISCLOSURES
Interest paid $ - $ - $ -
Income taxes paid $ - $ - $ -
----------------------------------------------------------------------------------------------------------------------------
See accompanying notes.
</TABLE> F-5
<TABLE>
<CAPTION>
HEAVEN EXPRESS.COM, INC.
(A Development Stage Company)
STATEMENTS OF DEFICIENCY IN ASSETS
-----------------------------------------------------------------------------------------------------------------------------
Accumulated
Deficit
Additional During the Total
Common Stock Paid-in Development Deficiency in
----------------------------
Description Shares Amount Capital Stage Assets
-----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Common stock issued for cash 27,000 $ 27 $ 1,323 $ - 1,350
Common stock exchanged for services 1,008,000 1,008 2,892 - 3,900
Net loss for the period ended December 31, 1999 - - - (17,600) (17,600)
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1999 (audited) 1,035,000 1,035 4,215 (17,600) (12,350)
<PAGE> 26
-----------------------------------------------------------------------------------------------------------------------------
Net loss for the period ended September 30, 2000 - - - (2,192) (2,192)
-----------------------------------------------------------------------------------------------------------------------------
Balance, September 30, 2000 (unaudited) 1,035,000 $ 1,035 $ 4,215 $ (19,792) $ (14,542)
-----------------------------------------------------------------------------------------------------------------------------
See accompanying notes.
</TABLE> F-6
NOTE 1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business Activity
HeavenExpress.Com, Inc. (A Development Stage Company) (the Company)
is a Florida corporation formed in December 1999, primarily to
provide memorial products and services through the Internet.
Unaudited Financial Statements
The unaudited financial statements as of and for the nine months
ended September 30, 2000, have been prepared in accordance with
generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB and Article 10
of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of
Management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been
included. Operating results for the three and nine months ended
September 30, 2000 are not necessarily indicative of the results
that may be expected for the year ending December 31, 2000.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at
the date of the dated financial statements and the reported amounts
of revenues and expenses during the reporting periods. Actual
results could differ from those estimates.
Income Taxes
The Company follows Statement of Financial Accounting Standards No.
109 (FAS 109), "Accounting for Income Taxes". FAS 109 is an asset
and liability approach that requires the recognition of deferred tax
assets and liabilities for the expected future tax consequences of
the difference in events that have been recognized in the Company's
financial statements compared to the tax returns.
Advertising
Advertising costs will be expensed as incurred.
Basic Net Loss Per Common Share
The Company follows the provisions of FASB Statement No. 128 (SFAS
No. 128), "Earnings Per Share". SFAS No. 128 requires companies to
<PAGE> 27
present basic earnings per share (EPS) and diluted EPS, instead of
primary and fully diluted EPS presentations that were formerly
required by Accounting Principles Board Opinion No. 15, "Earnings
Per Share". Basic EPS is computed by dividing net income or loss
by the weighted average number of common shares outstanding during
each year.
Cash and Cash Equivalents
The Company considers all highly liquid investments with original
maturities of three months or less to be cash equivalents.
Fair Value of Financial Instruments
The carrying amount of the Company's financial assets and
liabilities at December 31, 1999, and September 30, 2000,
approximate fair value due to the short maturity of the
instruments.
Development Stage Company
The Company has been devoting its efforts to activities such as
raising capital, establishing sources of information, and
developing markets for its planned operations. The Company has
not yet generated any revenues and, as such, it is considered a
development stage company.
NOTE 2. RELATED PARTY TRANSACTIONS
The Company issued 950,000 shares of common stock to the President
of the Company in December 1999, for services rendered. These
shares were issued at a total value of $1,000. These shares are
intended to be registered with the Securities and Exchange
Commission.
The Company issued one thousand shares to a related party, through
family relationship, in December 1999. These shares were issued at
a value of $.05 per share.
The note payable to officer at December 31, 1999 and September 30,
2000 was $12,500 and $14,582, respectively. This note is unsecured,
due on demand, and provides for annual interest at 12%.
NOTE 3. INCOME TAXES
At December 31, 1999, the Company had a net operating loss
carryforward of approximately $17,600. This loss may be carried
forward to offset federal income taxes in future years through the
year 2019. However, if subsequently there are ownership changes in
the Company, as defined in Section 382 of the Internal Revenue
Code, the Company's ability to utilize net operating losses
available before the ownership change may be restricted to a
percentage of the market value of the Company at the time of the
ownership change. Therefore, substantial net operating loss
carryforwards could, in all likelihood, be limited or eliminated in
future years due to a change in ownership as defined in the Code.
The utilization of the remaining carryforwards is dependent on the
Company's ability to generate sufficient taxable income during the
carryforward periods and no further significant changes in
ownership.
The Company computes deferred income taxes under the provisions of
FASB Statement No. 109 (SFAS 109), which requires the use of an
asset and liability method of accounting for income taxes. SFAS No.
109 provides for the recognition and measurement of deferred
income tax benefits based on the likelihood of their realization in
<PAGE> 28
future years. A valuation allowance must be established to reduce
deferred income tax benefits if it is more likely than not that, a
portion of the deferred income tax benefits will not be realized.
It is Management's opinion that the entire deferred tax benefit of
$2,640 resulting from the net operating loss carryforward may
not be recognized in future years. Therefore, a valuation allowance
equal to the deferred tax benefit of $2,640 has been established,
resulting in no deferred tax benefits as of the balance sheet date.
NOTE 4. GOING CONCERN AND MANAGEMENT'S PLANS
As shown in the accompanying financial statements, the Company
incurred net losses of $17,600 for the period from inception
(December 8, 1999) to December 31, 1999. As a result, the Company
has a negative working capital and a deficiency in assets. The
ability of the Company to continue as a going concern is dependent
upon its ability to obtain financing and achieve profitable
operations. The Company anticipates meeting its cash requirements
through the financial support of its management until such time as
it begins operations. The financial statements do not include any
adjustments that might be necessary should the Company be unable to
continue as a going concern.
NOTE 5. COMMITMENTS AND CONTIGENCIES
Year 2000
The year 2000 issue results from certain computer systems and software
applications that use only two digits (rather than four) to define
the applicable year. As a result, such systems and applications may
recognize a date of "00" as 1900 instead of the intended year 2000,
which could result in data miscalculations and software failures.
The Company does not own any computer systems as of year-end and
does not have any key suppliers. The Company anticipates purchasing
Y2K compliant hardware and software for its business. The Company
has been advised by its financial institution that they are
addressing all of the year 2000 issue and that they expect timely
achievement of year 2000 readiness. Thus, the Year 2000 issue is
not expected to have a material impact on the Company's financial
position or results of operations.
Office Space
The Company shares its executive offices with another company. The
Company occupies a small portion of the total space of 560 square
feet, free of charge.
NOTE 6. DEFICIENCY IN ASSETS
Sale of Shares
In December 1999, the Company issued 27,000 shares of common stock
at a value of $.05 per share, for total proceeds of $1,350.
Common Stock Issued for Services
In December 1999, the Company issued 58,000 shares of common stock
to the Company's legal counsel for services rendered. These shares
were valued at .05 per share for a total value of $2,900.
Preferred Stock
The Board of Directors is authorized to establish the rights and
preferences of preferred stock. To date, the Board of Directors has
not established those rights and preferences.
<PAGE> 29
NOTE 7. SUBSEQUENT EVENT
The Company is in the process of registering the 1,035,000 shares
of its outstanding common stock with the Securities and Exchange
Commission, under Form SB-2. This offering is comprised of
securities offered by selling security holders only. Although the
Company has agreed to pay all offering expenses, it will not
receive any additional proceeds from the sale of the securities
offered.
ITEM 23. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
The accounting firm of Dohan & Company, Inc., Certified Public Accountants
and Consultants audited our financial statements. Since inception, we have had
no changes in or disagreements with our accountants.
DEALER PROSPECTUS DELIVERY OBLIGATION
Until ninety days after the effectiveness of the registration
statement of which this prospectus is a part, all dealers that effect
transactions in these securities, whether or not participating in this offering,
may be required to deliver a prospectus. This is in addition to the dealers'
obligation to deliver a prospectus when acting as underwriters and with respect
to their unsold allotments or subscriptions.
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our articles of incorporation provide that, to the fullest extent permitted
by law, none of our directors or officers shall be personally liable to us or
our shareholders for damages for breach of any duty owed to our shareholders or
us. Florida law provides that a director shall have no personal liability for
any statement, vote, decision or failure to act, regarding corporate management
or policy by a director, unless the director breached or failed to perform the
duties of a director. A company may also protect its officers and directors from
expenses associated with litigation arising from or related to their duties,
except for violations of criminal law, transactions involving improper benefit
or willful misconduct. In addition, we shall have the power, by our by-laws or
in any resolution of our stockholders or directors, to undertake to indemnify
the officers and directors of ours against any contingency or peril as may be
determined to be in our best interest and in conjunction therewith, to procure,
at our expense, policies of insurance. At this time, no statute or provision of
the by-laws, any contract or other arrangement provides for insurance or
indemnification of any of our controlling persons, directors or officers that
would affect his or her liability in that capacity.
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table is an itemization of all expenses, subject to future
contingencies, which we have incurred or we expect to incur in connection with
the issuance and distribution of the securities being offered hereby. Items
marked with an asterisk (*) represent estimated expenses. We have agreed to pay
all the costs and expenses of this offering. selling security holders will pay
no offering expenses.
ITEM EXPENSE
SEC Registration Fee $ 14.39
Legal Fees and Expenses $ 12,500.00
Accounting Fees and Expenses $ 1,700.00
Miscellaneous* $ 2,500.00
=============================================
Total* $ 16,714.39
* Estimated Figure
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES
<PAGE> 30
On December 24, 1999, we issued 27,000 shares of our common stock to 27
persons in the State of Florida for $0.05 per share or an aggregate of
$1,350.00, and we issued 49,000 shares of our common stock to the Law Offices of
Brenda Lee Hamilton, P.A. for legal services. We relied upon the exemption from
registration provided in Rule 506 of Regulation D of the Securities Act of 1933,
as amended. On December 24, 1999, we issued 950,000 shares of our common stock
to our founder, Saundra Sharpe for services rendered to us in connection with
the formation and development of our business. We believed that Rule 506 of
Regulation D was available because we only sold to accredited investors, no
general solicitation or advertising was used to offer our securities, and all
securities were issued with a restrictive legend. In addition, we filed a Form D
with the Securities and Exchange Commission.
On May 17, 2000, we issued 1,000,000 shares of our common stock to Charles
Scheuerman for his services to be rendered to our Board of Directors. These
shares have an estimated value of $10,000. We issued our common stock to Mr.
Scheuerman as a bonus for his advise to our Board of Directors and as a
bonus to promote his loyalty to our Board of Directors. We believed that the
intrastate exemption regarding the stock issuance to Mr. Scheuerman was
available because:
o We are now and at the time of the stock issuance incorporated in the State
of Florida;
o We conduct our business in the State of Florida;
o The sole offeree, Mr. Scheuerman, is a Florida resident;
o Mr. Scheuerman is performing his duties as a member of our board of
directors in the state of Florida; and
o The common stock received by Mr. Scheuerman "comes to rest" in the State
of Florida as a restricted security issued with a restrictive legend. As
such, there are no short-term resales to Florida non-residents and the
issuance is distinguishable from the shares registered in this
registration statement that will become tradable if this registration
statement is approved.
We believed that the issuance to Mr. Scheuerman was otherwise exempt under
Sections 4(2) and Section 4(6)of the Securities Act of 1933 because:
o Mr. Scheuerman's position as a director of our board of directors provides
him with a clear opportunity for access and right to all relevant
information regarding our business;
o Mr. Scheuerman's background in the cemetery business provides him with a
high level of sophistication to judge the merits of our business upon
examination of our corporate records; and
o No advertising of solicitation was used in connection with the stock
issuance to Mr. Scheuerman.
o The stock issued to Mr. Scheuerman was made with a restrictive legend,
prohibiting resale during the restricted period.
ITEM 27. EXHIBITS
Exhibit Number Exhibit Description
3.1 Articles of Incorporation **
3.2 Bylaws**
4 Share Certificate**
5 Legal Opinion
24 Consents of Experts
27 Financial Data Schedule
** Previously filed
ITEM 28. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
1. To file, during any period in which it offers or sells securities, a
<PAGE> 31
post-effective amendment to this registration statement to: a. Include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933; b.
Reflect in the prospectus any facts or events which, individually or together,
represent a fundamental change in the information in the registration statement;
c. Include any additional or changed material information on the plan of
distribution.
2. That, for determining liability under the Securities Act of 1933,
to 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. To file a post-effective amendment to remove from registration any of the
securities that Remain unsold at the end of the offering.
4. Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.
5. In the event that a claim for indemnification against such liabilities,
other than the payment by the Registrant of expenses incurred and paid by a
director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding, is asserted by such director,
officer or controlling person in connection with the securities being registered
hereby, the Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will be governed
by the final adjudication of such issue.
SIGNATURES
In accordance with the requirements of the Securities Act of 1933,
theregistrant certifies that it has reasonable grounds to believe that it meets
all the requirements of filing of Form SB-2 and authorized this registration
statement to be singed on its behalf by the undersigned, in the City of Fort
Lauderdale, State of Florida on November 27, 2000.
HeavenExpress.com, Inc.
/s/Saundra Sharpe
By: Saundra Sharpe, President
Date: November 27, 2000
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the
capacities and on the date stated.
/s/Saundra Sharpe
Saundra Sharpe
Title:President & Director
Date: November 27, 2000
Title: Principal Financial Officer
Title: Principal Accounting Officer
/s/Charles Scheuerman
Charles Scheuerman
Title: Director
Date: November 27, 2000
