UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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.)
800 West Oakland Park Boulevard, Suite 211, Fort Lauderdale, Florida 33311
(954) 973-4319
(Address and telephone number of principal executive offices)
Saundra Sharpe
6901 NW 32nd Avenue, Fort Lauderdale, Florida 33309
(954) 973-4319
(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 (the "Securities Act"), 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, please check the following
box and list the Securities Act registration number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities
Act 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. [ ]
1
<PAGE>
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.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY OUR EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY
DETERMINE. INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE 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 NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
2
<PAGE>
SUBJECT TO COMPLETION, DATED JANUARY 24, 2000
HeavenExpress.com, Inc.
1,035,000 shares of Common Stock
The registration statement of which this Prospectus is a part relates to the
offer and sale by HeavenExpress.com, Inc., a Florida corporation (the "Company,"
"We," or "Our"), of our securities by the holders (the "Selling Security
Holders") consisting of 1,035,000 shares of our common stock, with a par value
of $.001 per share, referred to as the "Securities." See "DESCRIPTION OF
SECURITIES."
Our common stock offered is not listed on any national securities exchange or
the NASDAQ stock market. We may apply for listing on the Over the Counter
Bulletin Board maintained by the National Association of Securities Dealers,
Inc. (the "OTCBB") if this registration statement clears all comments of the
United States Securities and Exchange Commission (the "SEC"). There is no
assurance that we will obtain listing on the OTCBB.
This offering consists of securities offered exclusively by Selling Security
Holders. The Selling Security Holders may offer their shares at any price. By
agreement with the Selling Security Holders, we will pay the entire expenses
incident to the registration of the Securities under the Securities Act.
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 7.
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.
THE DATE OF THIS PRELIMINARY PROSPECTUS IS JANUARY 24, 2000.
3
<PAGE>
TABLE OF CONTENTS
Part I
1. Front Cover Page of Prospectus 1
2. Inside Front and Outside Back Cover Pages of Prospectus 2
3. Summary Information 5
Risk Factors 6
4. Use of Proceeds 10
5. Determination of Offering Price 10
6. Dilution 10
7. Selling Security Holders 11
8. Plan of Distribution 11
9. Legal Proceedings 12
10. Directors, Executive Officers, Promoters and Control Management 12
11. Security Ownership of Certain Beneficial Owners and Management 13
12. Description of Securities 13
13. Interest of Named Experts and Counsel 14
14. Disclosure of Commission Position on Indemnification for Securities
Act Liabilities 14
15. Organization Within Last Five Years N/A
16. Description of Business 14
17. Plan of Operation 17
18. Description of Property 17
19. Certain Relationships and Related Transactions 18
20. Market for Common Equity and Related Stockholder Matters 18
21. Executive Compensation 18
22. Financial Statements 19
23. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure 28
Part II - Information Not Required in Prospectus
24. Indemnification 28
25. Other Expenses of Issuance and Distribution 28
26. Recent Sales of Unregistered Securities 28
27. Exhibits 28
28. Undertakings 29
4
<PAGE>
ITEM 3. SUMMARY INFORMATION AND RISK FACTORS
References in this document to "us," "we," or the "Company" refer to
HeavenExpress.com, Inc.
PROSPECTUS SUMMARY
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. THE
FOLLOWING INFORMATION IS SELECTIVE AND QUALIFIED IN ITS ENTIRETY BY THE DETAILED
INFORMATION (INCLUDING FINANCIAL INFORMATION AND NOTES THERETO) APPEARING
ELSEWHERE IN THIS PROSPECTUS. THIS SUMMARY OF CERTAIN PROVISIONS OF THE
PROSPECTUS IS INTENDED ONLY FOR CONVENIENT REFERENCE AND DOES NOT PURPORT TO BE
COMPLETE. THE ENTIRE PROSPECTUS SHOULD BE READ AND CAREFULLY CONSIDERED BY
PROSPECTIVE INVESTORS BEFORE MAKING A DECISION TO PURCHASE COMMON STOCK.
Our Company.
We were incorporated in the State of Florida on December 8, 1999. Our principal
executive offices are located at 800 West Oakland Park Boulevard, Suite 211,
Fort Lauderdale, Florida 33311, where we share space with an affiliate. Our
telephone number is (954) 973-4319. We are authorized to issue common stock and
preferred stock. Our total authorized common stock is 50,000,000 shares, with a
par value of $.001 per share. Our total authorized preferred stock is 10,000,000
shares, with a par value of $.001 per share. 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.
Our Business.
We currently have no operations. We plan to develop a website marketing
memorial products, information and services. As of the date of this registration
statement, we have no website. In addition, we have not undertaken any website
development.
The Offering.
As of December 31, 1999, we had 1,035,000 shares of our common stock
outstanding. This offering is comprised of securities offered by Selling
Security Holders only. Although we have agreed to pay all offering expenses, we
will not receive any proceeds from the sale of the securities registered
hereunder.
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, included elsewhere in this memorandum.
Period from
Inception (December 8, 1999)
to December 31, 1999
Statement of Operations
Net Sales ................................................. $ 0
Cost of Sales ............................................. $ 0
--------
Gross profit .............................................. $ 0
Operating expenses ........................................ $ 17,600
--------
Loss from operations ...................................... ($17,600)
Other expense, net ........................................ $ 0
--------
Net loss .................................................. ($17,600)
========
Net loss per common share ................................. ($ 0.02)
========
Balance Sheet
Total current assets ........................................ $ 1,350
Property and equipment, net ................................. $ 0
Other assets ................................................ $ 0
--------
Total Assets ................................................ $ 1,350
========
Due to stockholder/officer .................................. $ 12,500
Accrued expenses and other liabilities ...................... $ 1,200
--------
Current liabilities ......................................... $ 13,700
Due to related party ........................................ $ 0
--------
Total liabilities ........................................... $ 13,700
--------
Stockholders' deficiency .................................... ($12,350)
--------
Total liabilities and stockholder's deficiency .............. $ 1,350
========
5
<PAGE>
RISK FACTORS. AN INVESTMENT IN THE SHARES OF COMMON STOCK OFFERED IN THIS
REGISTRATION INVOLVES A HIGH DEGREE OF RISK. THERE CAN BE NO ASSURANCE THAT WE
WILL EVER GENERATE REVENUES, OR THAT WE WILL BE ABLE TO DEVELOP OPERATIONS WHICH
MAY EVER YEILD A PROFIT.
We Have a Poor Financial Condition.
We have no operating history or revenue sources. We have no working capital or
sources of liquidity. We will experience financial difficulties during our
operational development. As such, even if we develop operations and generate
sales there can be no assurance that we will have profitable operations. Our
website will generate revenues from commissions on products sold and advertising
fees earned on our website. There can be no assurance that we will develop a
website or that, if developed, revenues will be generated. Our poor financial
condition could adversely affect our ability to raise working capital, which
would have a materially adverse effect on the development of our operations.
We Are a Development Stage Company with No Operating History.
We plan to develop a website, but have taken no steps toward its development. As
such, we have no operating history upon which investors can determine our
potential profitability or evaluate our business strategy. We have limited
insight into consumer trends that may emerge and affect our business. Investors
must consider the risks and difficulties of our developmental nature.
Furthermore, we face numerous challenges in the new and rapidly-evolving
Internet market, including:
o Need to develop, maintain and increase awareness of our web site;
o Need to attract customers;
o Dependence on web site and transaction processing performance and
reliability;
o Need to compete effectively;
o Need to establish our company as a participant in the traditional and existing
markets for memorial products and services;
o Need to establish and develop relationships with entities related to
and involved in the memorial industry in order to obtain commission and
advertising revenues for our website.
We will be required to make significant up front expenditures to develop our web
site, including advertising, sales and promotional expenses. As such, we
anticipate that we may incur losses until such time as our revenues reach a
sufficiently high level to cover our operating costs. We cannot assure that we
will obtain funds for the initial up-front expenditures necessary to commence
development and establish our website. We cannot assure that we will generate
sufficient revenues to achieve profitable operations. Future losses are likely
before our operations will become profitable.
We Have No Profits From Operations and We Have Losses.
We have no profits or revenues as of the date of this registration statement.
Our website has not been developed. We have not begun selling advertising,
products, or services. We cannot assure that we will obtain the necessary
working capital to develop our website. Further, even if developed, we cannot be
certain that our website will generate sufficient customer traffic or purchases
to produce revenues or achieve profitability. We believe that we will incur net
losses for at least the first two years of operation (and possibly longer). Our
operating expenses will increase substantially as we:
o Develop our website;
o Initiate our advertising and marketing efforts;
o Increase our general and administrative functions to support our developing
operations; and
o Develop enhanced technologies and features to improve our web site, once
developed.
Because we may spend amounts on our development before we receive any
incremental revenues from these efforts, our losses will accumulate more rapidly
than if we were to develop our business more slowly. In addition, we may find
that our development efforts are more expensive than we currently anticipated,
which would further increase our losses.
No Public Market Exists for Our Common Stock.
We intend to apply for listing of the securities on the Over the Counter
Bulletin Board (" OTCBB"); however, we cannot assure that we will be able to
obtain such a listing. The over-the-counter market ("OTC") differs substantially
from national and regional stock exchanges because it (1) operates through
communication of bids, offers and confirmations between broker-dealers, rather
than one centralized market (exchange) and (2) securities admitted to quotation
are offered by one or more broker-dealers rather than "specialists" which
operate in stock exchanges. To qualify for listing on the OTCBB, an equity
security must have at least one registered broker-dealer, which acts as the
market maker listing bids or ask quotations and which sponsors an issuer
listing.
6
<PAGE>
A market maker sponsoring a company's securities is required in order to obtain
listing of securities on any of the public trading markets, including the OTCBB.
We currently do not have a market maker for our securities. If we are able to
obtain a market maker for our securities, we may obtain a listing on the OTCBB
or develop a trading market for our common stock. We may be unable to locate a
market maker that will agree to sponsor our securities. Even if we do locate a
market maker, there is no assurance that our securities will be able to meet the
OTCBB requirements or that the securities will be accepted for a OTCBB listing.
There is currently no established public trading market for our securities.
There can be no assurance that a market for our common stock will be established
or that, if established, such market will be sustained. Therefore, purchasers of
our shares registered hereunder may be unable to sell their securities, because
there may not be a public market for our securities. Any purchaser of our
securities should be in a financial position to bear the risks of losing their
entire investment.
If We Are Unable To Retain And Attract Qualified Personnel, Our Business Could
Suffer.
Our current and future success depends on our ability to identify, attract,
hire, train, retain and motivate highly skilled technical, managerial, sales and
marketing, customer service and professional personnel. The market for such
employees is highly competitive, particularly in the e-commerce sector. We may
not be able to successfully attract, assimilate or retain sufficiently qualified
technical, managerial, sales, marketing, customer service or other experienced
professionals, which could materially adversely affect our business.
If Consumers And Memorial Service Businesses Do Not Embrace On-Line Memorial
Planning And Sales, Our Business Will Be Materially Adversely Affected.
Our success depends upon the acceptance by consumers and other third parties of
purchasing on-line memorial products and services. If these groups do not
embrace on-line memorial arrangements, our business, operations and financial
condition will be materially adversely affected. The market for electronic
memorial products and services is rapidly evolving. We cannot be sure that
Internet usage will continue to grow or that a sufficiently broad base of
consumers and businesses will adopt, and continue to use, the Internet as a
medium by which to communicate and obtain products and services traditionally
provided in person-to-person and paper transactions. Our business prospects must
be considered in light of the risks, expenses and difficulties frequently
encountered by companies in the new and rapidly evolving market for Internet
services and products.
We believe that acceptance of our products and services will depend upon, among
others, the following factors:
o The growth of the Internet as a medium for commerce generally and, more
particularly, as a market for memorial products and services and
services in particular;
o development of the Internet network infrastructure to support new
technologies and handle increasing demands
placed upon the Internet;
o government regulation of the Internet;
o our ability to successfully and efficiently develop an on-line venue
that is attractive to a large consumer base; and
o perceptual change among consumers that obtaining memorial products and
services on-line is less dependable than obtaining similar products and
services through more traditional methods.
On-line memorial arrangements or purchase of memorial products may not gain
market acceptance or experience significant consumer increase. If the on-line
market for memorial arrangements fails to develop, or develops more slowly than
expected, our business, operations and financial condition would be materially
adversely affected. In addition, insufficient communication services could
result in usage slower response times and adversely affect our business. Even if
the Internet gains more widespread acceptance in our anticipated markets, we may
be unable, for technical or other reasons, to develop and introduce new products
and services or enhancements of existing services in a timely manner. Any such
factors could have a material adverse effect on our business, operations and
financial condition.
The volume of visitors that we may attract to our website is difficult to
predict, because on-line memorial markets are in the early stages of
development. If the volume of website visitors falls below our expectations or
forecasts by financial analysts, our business, operations and financial
condition could be materially adversely affected. Our inability to attract
visitors to our website may lead to an inability to obtain advertising
contracts.
7
<PAGE>
The Internet is a Developing Market; Acceptance of the Internet as a Medium For
Commerce is Uncertain.
The market for products and services to be sold on the Internet has been a
recent phenomenon and is rapidly changing. Demand and market acceptance for
recently introduced products and services over the Internet is subject to a high
level of uncertainty, particularly in the memorial products and services area.
The success of our website, if developed, will depend upon the adoption of the
Internet as a commerce medium by a broad base of consumers and retailers. We
cannot assure widespread acceptance of our on-line memorial products and
services. Our products and services have historically relied on consumers and
retailers utilizing traditional means of commerce. These consumers and retailers
must be receptive to novel ways of conducting business and exchanging products
and services.
Moreover, we must develop an Internet website which maximizes ease of access,
security, reliability, cost and quality of service. We cannot assure that there
will be broad acceptance of the Internet as an effective medium for commerce by
consumers and retailers, particularly for our memorial products and services. If
the market for Internet-memorial based products and services fails to develop or
develops slower than expected or is saturated with like competitors our
business, operations and financial condition will be materially adversely
affected.
We Will Be at Risk of System Failure, Single Site Failure, and Failure of
Delivery.
We anticipate that our success will be largely dependent upon our communications
software and hardware. We plan to implement network security measures;
nonetheless, we may be vulnerable to damage from earthquake, fire, floods, power
loss, telecommunication failures, break-ins and similar events. Information
delivery may not occur due to failure of e-mail systems and hosting site and/or
local systems. Any substantial interruption in these systems would have a
material adverse effect on our business, operations and financial condition. We
have no business interruption insurance coverage and we do not intend to obtain
such coverage in the near future. We may still be vulnerable to computer
viruses, physical or electronic break-ins, deliberate attempts by third parties
to exceed the capacity of our systems and similar disruptive problems. Computer
viruses, break-ins, denial of service or other problems caused by third parties
could lead to interruptions, delays, loss of data or cessation in service to
users of our products and services. Any such risks could have a material adverse
effect on our business, operations and financial condition.
We Will Rely on Third Parties for Internet Operations.
We expect that our operations will depend on third parties, over which we will
have limited control. We do not plan to own a gateway onto the Internet, but
will rely on an Internet Service Provider to host our website. We may experience
temporary interruptions in our website connection and our telecommunications
access. Continuous or prolonged interruptions in our website connection or in
our telecommunications access would have a material adverse effect on our
business, operations and financial condition.
We anticipate that we will use software that is dependent on operating system,
database and server software developed and produced by and licensed by third
parties. Accordingly, we may be dependent upon these third party licensees to
discover errors and defects in the software. Any service interruptions
experienced as a result of labor problems or otherwise could have a material
adverse effect on our business, operations and financial condition.
If we are unable to develop and maintain satisfactory relationships with such
third parties on acceptable commercial terms, or the quality of products and
services provided by such third parties falls below a satisfactory standard, our
business, operations and financial condition will be materially adversely
affected. However, there are numerous competitive companies available to meet
our service needs.
We Will Be at Risk for Internet Commerce Security Breaches.
A significant barrier to entering the area of electronic commerce and
communications is whether transmission of confidential information over public
networks will be secure. We anticipate that we will rely on encryption and
authentication technology licensed from third parties to provide the security
and authentication necessary to affect secure transmission of confidential
information. We cannot assure that advances in computer capabilities,
discoveries in the field of cryptography or other events or developments will
not result in a compromise or breach of the algorithms we may use to protect
customer transaction data. If any such compromise of our security occurs, it
could have a material adverse effect on our business, operations and financial
condition.
A party able to circumvent our security measures could misappropriate
proprietary information. We may be required to expend significant capital and
other resources to protect against the threat of any such security breaches.
Increasing concerns over the security and privacy of Internet transactions may
also inhibit the growth of the Internet and the World Wide Web, especially in
commercial transactions. Our storage and transmission of proprietary
information, such as credit card numbers, could lead to security breaches,
thereby exposing us to a risk of loss and/or possible liability. We cannot
assure that our security measures will prevent security breaches.
8
<PAGE>
We Have Substantial Near-Term Capital Needs; We May be Unable to Obtain
Additional Funding.
We will require funding over the next twenty-four (24) months to develop our
business. Our capital requirements will depend on many factors including the
timing in the development of our web site. The percentage ownership of our
current shareholders will be reduced if additional funds are raised through the
issuance of equity securities. Such equity securities may have rights,
preferences, and privileges senior to those of our common stock holders.
Further, there can be no assurance that additional capital will be available on
terms favorable to our company or its shareholders.
Our cash requirements may vary materially depending on our rate of development,
research and development results, competitive and technological advances and
other factors. If adequate funds are not available, we may be required to
significantly curtail operations or obtain funds by entering into collaboration
agreements, which may contain unfavorable terms. Our inability to raise capital
would have a material adverse effect on our business, financial condition, and
operations.
We Have Substantial Long-Term Capital Needs; We May Be Unable to Obtain
Additional Funding.
Substantial expenditures will be required to develop our web site and to market
our products and services. The expenditure level required for these activities
will depend in part on whether we develop and market our products and services
independently or with other companies through collaborative arrangements. Our
capital requirements will also depend on the following factors: market
acceptance of our products and services; the extent and progress of our research
and development programs; competing technological and market developments; and
the costs of commercializing our products and services. There can be no
assurance that funding will be available at all or on favorable terms for these
activities or permit successful commercialization of our website.
In addition, we have no credit facility or other committed sources of capital.
There can be no assurance that we will be able to establish such arrangements on
satisfactory terms. If capital resources are insufficient to meet future capital
requirements, we may raise additional funds to continue development of our
technologies.
To the extent that additional capital is raised through the sale of equity
and/or convertible debt securities, the issuance of such securities could result
in dilution to the shareholder value of our common stock. If are funds are
inadequate, we may be unable to sufficiently develop our operations. Our
inability to raise capital would have a material adverse effect on our business,
financial condition and operations.
If We Issue Future Shares, Present Investors' per Share Value Will be Diluted.
Our Certificate of Incorporation authorizes the issuance of a maximum of fifty
million (50,000,000) shares of common stock with a par value of $.001 per share
and ten million (10,000,000) shares of preferred stock with a par value of $.001
per share. As of December 31, 1999, there were 1,035,000 common shares issued
and outstanding and no shares of preferred stock outstanding. The authority of
our Board of Directors to issue stock without shareholder consent may have a
depressive effect on the market value of our stock even prior to any such
designation or issuance of the preferred stock.
Possibility of Issuance of Preferred Stock Could Depress Market Value.
We are authorized to issue ten million (10,000,000) shares of preferred stock
with a par value of $.001 per share, which may be issued from time to time by
action of our Board of Directors. As of the date hereof, we have not issued any
shares of our preferred stock. Our Board may designate voting and other
preferences, which may give the holders of our preferred stock voting control
and other preferred rights such as to liquidation and dividends. The authority
of our Board to issue such stock without shareholder consent may have a
depressive effect on the market value of our common stock even prior to any such
designation or issuance of the preferred stock.
Potential Anti-takeover Effect of Issuance of Preferred Stock.
Our Board of Directors has the authority, without further approval of our
stockholders, to issue preferred stock, having such rights, preferences and
privileges as our Board of Directors may determine. Any such issuance of shares
of preferred stock, under certain circumstances, could have the effect of
delaying or preventing a change in control of our Company or other take-over
attempt and could adversely materially affect the rights of holders of shares of
our common stock.
Our Principal Stockholder Controls our Company.
Saundra Sharpe has the ability to significantly control our company's affairs
and management. She currently owns approximately 92% of our common stock, giving
her significant influence over all matters requiring approval by our
stockholders, but not requiring approval of minority stockholders. In addition,
Saundra Sharpe has the voting power to elect all members of our Board of
Directors. Such control could adversely affect the market value of our common
stock or delay or prevent a change in control of our company. In addition,
Saundra Sharpe may control most corporate matters requiring stockholder approval
by written consent, without the need for a duly-noticed and duly-held meeting of
stockholders.
9
<PAGE>
We Are Dependent On Key Personnel.
Our success is heavily dependent upon the continued active participation of our
current executive officer, Saundra Sharpe. Loss of her services could have a
material adverse effect upon the development of our business. We do not maintain
"key person" life insurance on the life of Saundra Sharpe or her beneficiaries.
We do not have a written employment agreement with Saundra Sharpe. There can be
no assurance that we will be able to recruit or retain other qualified personnel
should that necessity arise.
We Face Competition.
We will face intense competition from family owned funeral homes, commercial
memorial property dealers and memorial financing companies, in providing
memorial products and services. Competitive factors to be considered are
convenience in obtaining memorial products and services, customer service and
marketing and distribution channels. There can be no assurance that we will be
able to compete effectively in this highly competitive industry.
We Have Never Paid Dividends.
As a newly formed corporation, we have never paid dividends. We do not
anticipate declaring or paying any dividends in the foreseeable future. We
intend to retain earnings, if any, to finance the development and expansion of
our business. Future dividend policy will be subject to the discretion of the
Board of Directors and will be contingent upon future earnings, our financial
condition, capital requirements, general business conditions and other factors.
Future dividends may also be subject to covenants contained in loan or other
financing documents we may execute. Accordingly, there can be no assurance that
cash dividends of any kind will ever be declared or paid.
Business Plan.
The discussion of our anticipated business incorporates management's analysis of
potential markets, risks and opportunities that we may face. There can be no
assurance that the underlying assumptions accurately reflect our opportunities
and potential for success. Competitive and economic forces make forecasting of
revenues and costs extremely difficult and unpredictable.
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.
ITEM 6. DILUTION
Not Applicable. We are not registering any unissued shares in this registration
statement.
10
<PAGE>
ITEM 7. SELLING SECURITY HOLDERS
The Securities are being sold by the Selling Security Holders named below. The
table indicates that all the Securities will be available for resale after the
effective date. However, any or all of the Securities listed below may be
retained by any of the Selling Security Holders; therefore, no accurate forecast
can be made regarding the number of Securities that will be held by the Selling
Security Holders 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.
AMOUNT
RELATIONSHIP BENEFICIALLY PERCENTAGE
NAME WITH ISSUER (1) OWNED OWNED
- --------------------------------------------------------------------------------
Asare, Peter None 1000 0.1%
Baity, Barbara None 1000 0.1%
Baity, Vernon None 1000 0.1%
Bass, Bettie Jean None 1000 0.1%
Blatnick, Frank None 1000 0.1%
Bristol, Tara None 1000 0.1%
Carter, Darlene. None 1000 0.1%
Carter, Ernest None 1000 0.1%
Chavez, Jasmine None 1000 0.1%
Craig, Sandra None 1000 0.1%
Espinoza, Cynthia None 1000 0.1%
Grant, Basmajian None 1000 0.1%
Hamilton, Brenda None 48,000 4.8%
Johnson, Veronica None 1000 0.1%
Litmanowicz, Morris None 1000 0.1%
Majoz, Karen None 1000 0.1%
Miller, Gregory None 1000 0.1%
Miller III, Gregory None 1000 0.1%
Monack, Thomas None 1000 0.1%
Moore, Yolanda None 1000 0.1%
Olah, Roberta None 1000 0.1%
Paradiso, Don None 2000 0.2%
Price, Samuel None 1000 0.1%
Quin, Kevin None 1000 0.1%
Richards, Melissa None 1000 0.1%
Salem, Sam None 1000 0.1%
Sharpe, Derek Related to Affiliate (2) 1000 0.1%
Sharpe, Saundra Affiliate 950,000 92.0%
Shim-Price, Marvia None 1000 0.1%
Stevenson, Arthur None 1000 0.1%
St. Rival, Wilcox None 1000 0.1%
Thomas, Kristen None 5000 0.5%
Varoso, Gregory None 1000 0.1%
Winthrop, Dorian None 1000 0.1%
(1) Any material relationship, which the Selling Security Holderhas had within
the past three years with the Company or any of its predecessors and/or
affiliates.
(2) Derek Sharpe is the son of our sole officer and director, Saundra Sharpe.
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
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. The commissions or discounts and other
compensation paid to such persons may be regarded as underwriters' compensation.
11
<PAGE>
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 (the "Exchange Act"), 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 Exchange Act 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 an understanding we have with the Selling Securities 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
To the best of our knowledge, we are not a party to any pending legal
proceeding. We are not aware of any contemplated legal proceeding by a
governmental authority involving the Company.
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. The directors and executive officers of the Company
are as follows:
NAME AGE POSITIONS HELD
- ----- --- --------------
Saundra Sharpe 52 President and Director
The director named above will serve until the next annual meeting of
our shareholders to be held within six (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.
Since January of 1998, Ms. Sharpe has worked as an Independent Associate for
Prepaid Legal Services. In addition, Ms. Sharpe has simultaneously maintained a
position as President of Sharpe Connection since June of 1997. From January of
1995 to February of 1999, Ms. Sharpe worked as a manager of Santa Fe Motorcars.
Ms. Sharpe attended Jackson Community College in Michigan and Jackson Business
School in Ohio.
Significant Employees.
Other than Ms. Sharpe, there are no employees who are expected to make a
significant contribution to the Company.
Family Relationships.
There are no family relationships among our officers, directors, or persons
nominated for such positions.
Legal Proceedings.
No officer, director, or persons nominated for such positions and no promoter or
significant employee of our Company has been involved in legal proceedings that
would be material to an evaluation of our management.
12
<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of December 31, 1999 there were 1,035,000 shares of our common stock, $0.001
par value outstanding. The following tabulates holdings of our common shares by
each person who, as of December 31, 1999, (a) holds of record or is known by us
to own beneficially more than 5.0% of our common shares and, in addition, (b) by
all of our directors and officers individually and as a group. To the best of
our knowledge, each named beneficial owner has sole voting and investment power
with respect to the shares set forth opposite his name.
Security Ownership of Beneficial Owners(1)(2):
Title of
Class Name & Address Amount Nature Percent
- --------------------------------------------------------------------------------
Common Saundra Sharpe 950,000 Direct 92%
6901 NW 32nd Avenue
Fort Lauderdale, Florida 33309
Security Ownership of Management(2):
Title of Name & Address of
Class Officers & Directors as a Group Amount Nature Percent
- --------------------------------------------------------------------------------
Common Saundra Sharpe 950,000 Direct 92%
President & Director
6901 NW 32nd Avenue
Fort Lauderdale, Florida 33309
TOTAL OFFICERS & DIRECTORS IN A GROUP 950,000 Direct 92%
(1) Pursuant to Rule 13-d-3 under the Securities Exchange Act of 1934,
beneficial ownership of a security consists of sole or shared voting
power (including the power to vote or direct the voting) and/or
sole or shared investment power (including the power to dispose or
direct the disposition) with respect to a security whether through a
contract, arrangement, understanding, relationship or otherwise. Unless
otherwise indicated, each person indicated above has sole power to
vote, or dispose or direct the disposition of all shares beneficially
owned, to the best of our knowledge.
(2) This table is based upon information obtained from our stock records.
Unless otherwise indicated in the footnotes to the above table and
subject to community property laws where applicable, we believe that
each shareholder named in the above table has sole or shared voting and
investment power with respect to the shares indicated as beneficially
owned.
Change of Control.
There are currently no arrangements, which would result in a change of control
of the Company.
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, the full text of the Articles of
Incorporation and Bylaws provided in the exhibits hereto should be referred to.
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 December 31, 1999, we had
1,035,000 shares of common stock outstanding held by thirty-three (33)
shareholders. All outstanding common shares are fully paid and non-assessable.
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 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.
13
<PAGE>
Voting Rights.
Holders of our common shares are entitled to cast one vote for each share held
at all shareholders meetings for all purposes.
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 the Company. We have not issued preferred or
debt securities.
Shares Eligible for Future Rights.
The 1,035,000 shares of common stock sold in this offering will be freely
tradable without restrictions under the Securities Act, except for any shares
held by our "affiliates", which will be subject to the resale limitations of
Rule 144 under the Securities Act.
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 December 8, 1999 (inception) to
December 31, 1999, has been included in this Prospectus in reliance upon the
report appearing in Item 22, of Dohan & Company, CPAs, P.A., 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 may
be permitted to our directors, officers and controlling persons, we have been
advised that in the opinion of the SEC, such indemnification is against public
policy as expressed in the Securities Act 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 and will be
governed by the final adjudication of such issues.
ITEM 16. DESCRIPTION OF BUSINESS
Business Development.
We were incorporated in the State of Florida on December 8, 1999 for the purpose
of providing memorial products and services through the Internet.
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.
Business of Issuer.
Products and Services.
We are a development stage company with no operations to date. We do not have a
website, domain name, Internet Service Provider or a web site developer.
14
<PAGE>
We plan to design a website which features the following: cemetery information,
plot maps, surveys of memorial properties, directory of funeral homes services
and locations of burial plots according to geographic location. We also plan to
sell related memorial products and merchandise including burial vaults,
garments, cemetery interment rights, stone and bronze memorials and other items
on our web site. 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. If we are unable to
develop relationships with suppliers, cemeteries or any third parties, our
business, operations, and financial condition will be materially adversely
affected.
We plan to generate revenues through e-commerce and will earn commissions on
sales originating from our website. We must secure contracts with memorial
product and service providers that are willing to enter into commission-based
alliances with us. If we are unable to obtain these commission-based alliances,
it may have a materially adverse affect on our business, operations, and
financial condition.
We also plan to generate revenues through the sale of advertising space on our
website. We have not determined any criteria for such advertisements, but
anticipate that our advertisers will primarily consist of entities within the
memorial or funeral business. Our pricing will be based on ad placement, size
and content. There can be no assurance that our website will fit the individual
needs of prospective advertisers. If we are unable to locate advertisers, our
business may be adversely affected.
We have made certain assumptions with regard to the available market for our
products and services, including the assumption that consumers are willing to
research and make memorial arrangements online. There can be no assurance that
our assumptions are correct. There can be no assurance that we will be able to
develop a website to effectively sell memorial products or services, that the
Internet will be an acceptable medium for such services or that, even if a
market does exist for such products or services on the Internet, we will be able
to market our products and services effectively.
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 new products or services.
Competition.
Our operations will generally encounter competition in markets in which we plan
to operate. Historically, success in the funeral home business has been a
function of location, reputation and heritage. Competitive pricing, professional
service and attractive, well-maintained and conveniently located facilities are
essential to a successful funeral home business. 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 to be at a competitive disadvantage because we: i) will utilize a
non-traditional venue for our planned services and products; ii) have no
operational history; and iii) lack the personal service that our competitors
have at physical retail locations.
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. 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.
15
<PAGE>
Our success will depend on our ability to form strategic alliances with
retailers and owners of other websites, the level of traffic on our website and
general economic conditions. We cannot predict the public response to the
opportunity to make purchases of funeral and memorial products and services
online. Our challenges include, but are not limited to, our:
* need to increase website awareness if our site is developed;
* need to attract and retain customers at a reasonable cost;
* dependence on website and transaction processing performance and reliability;
* need to compete effectively with well-established competitors in traditional
venues;
* need to establish ourselves as an important participant in the market for
memorial services and products; and
* 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.
16
<PAGE>
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 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, even
though we have not reached any agreements with third parties for products as of
the date of this registration statement.
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 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 various
jurisdictions 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 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 sole
director is our only employee. We have no collective bargaining agreements or
employment agreements in existence. Saundra Sharpe participates in the running
of the Company on a part-time basis as needed without compensation. We plan to
add employees in the areas of sales and administration as we begin to execute
our proposed plan of business.
Reports to Security Holders. After the effective date of this document, we will
be subject to the reporting requirements of the Exchange Act and will file
reports and other information with the Securities and Exchange Commission (the
"Commission") in accordance therewith. Our annual report will contain audited
financial statements. We are not required to deliver an annual report to
security holders and will not voluntarily deliver a copy of the annual report to
the security holders. Such reports and other information filed by us will be
available for inspection and copying at the public reference facilities of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549.
Copies of such material may be obtained by mail from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. Information on the operation of the Public Reference Room may
be obtained by calling the SEC at 1-800-SEC-0330. In addition, the Commission
maintains a World Wide Website on the Internet at http://www.sec.gov that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission.
ITEM 17. PLAN OF OPERATIONS
We currently have no operations, revenues or customers. We will be required to
make significant up front expenditures in connection with developing our web
site, including advertising, sales and promotional expenses. We anticipate that
we may incur losses until such time as revenues are sufficient, if ever, to
cover our operating costs. There can be no assurance that we will generate
significant revenue or ever achieve profitable operations. Future losses are
likely before our operations will become profitable; there is no assurance that
our operations will ever prove profitable.
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. To date, we have undertaken no efforts to develop any such
alliances or relationships. We believe that our plan of operations will be
conducted through the efforts of our current management and will not require any
additional funds or personnel initially. Due to our management's limited
experience in financial and other analysis, they may not discover or adequately
evaluate adverse facts during the execution of our proposed business plan.
We will need to raise capital to satisfy our working capital requirements and
capital expenditure requirements for the next 12 months. We are currently
considering various alternatives for obtaining such funds. Any material
acquisitions of complementary businesses, products or technologies could require
us to obtain additional financing. There can be no assurance that such financing
will be available on acceptable terms, if at all.
ITEM 18. DESCRIPTION OF PROPERTY
We currently operate out of space located at 800 West Oakland Park Boulevard,
Suite 211, Fort Lauderdale, Florida 33311 without charge, which is leased by
First Liberty Group, Inc. The leased space is a total of 560 square feet of
space, only a small portion of which is used by our company. We believe that
this space is sufficient at this time.
We do not intend to have any materially important properties. 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.
17
<PAGE>
ITEM 19. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Other than the issuance of shares to our President and Director, Saundra Sharpe,
we have not entered into any transactions with our officers, directors, persons
nominated for such positions, beneficial owners of 5% or more of our common
stock, or family members of such persons. We are not a subsidiary of any other
company. Since the original issuance of our common shares (as described in Item
26), 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 the Company 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. None of our
common stock is subject to outstanding options or warrants to purchase our
shares.
There are 1,035,000 shares of our common stock outstanding, all of which are
restricted securities. Of these outstanding shares, there are 950,000 shares
held by affiliates. The remaining 82,000 shares of common stock are held by
non-affiliates. The restricted securities as defined under Rule 144 of the
Securities Act 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 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 of
a trading market in any of our securities.
As of the date of this registration, we had thirty-three (33) holders of record
of our common stock. We currently have one class of common stock outstanding and
no preferred shares outstanding.
We have not paid any dividends since our inception. We have no restrictions that
limit our ability to pay dividends, but we do not anticipate paying dividends in
the near future.
ITEM 21. EXECUTIVE COMPENSATION
No executive compensation has been paid since our inception.
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 (the
"1995 Reform Act"). Additional oral or written forward-looking statements may be
made by the Company 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. Forward-looking statements in this report and
elsewhere may include, without limitation, statements relating to our plans,
strategies, objectives, expectations, intentions and adequacy of resources and
are intended to be made pursuant to the Safe Harbor provisions of the 1995
Reform Act Introduction.
18
<PAGE>
HeavenExpress.Com, Inc.
(A Development Stage Company)
FINANCIAL STATEMENTS
December 31, 1999
19
<PAGE>
C O N T E N T S
Page
INDEPENDENT AUDITOR'S REPORT 21
FINANCIAL STATEMENTS
Balance Sheet 22
Statement of Loss and Accumulated Deficit
During the Development Stage 23
Statement of Cash Flows 24
Statement of Deficiency in Assets 25
NOTES TO FINANCIAL STATEMENTS 26 - 27
20
<PAGE>
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.
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
21
<PAGE>
HEAVEN EXPRESS.COM, INC.
(A Development Stage Company)
BALANCE SHEET
December 31, 1999
- --------------------------------------------------------------------------------
ASSETS
Cash ............................................................. $ 1,350
- --------------------------------------------------------------------------------
TOTAL ASSETS ....................................................... $ 1,350
================================================================================
LIABILITIES AND DEFICIENCY IN ASSETS
LIABILITIES
Note payable - officer ........................................... $ 12,500
Accrued expenses and other liabilities 1,200
- --------------------------------------------------------------------------------
TOTAL LIABILITIES 13,700
- --------------------------------------------------------------------------------
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
Additional paid-in capital 4,215
Deficit accumulated during the development stage (17,600)
- --------------------------------------------------------------------------------
TOTAL DEFICIENCY IN ASSETS (12,350)
- --------------------------------------------------------------------------------
TOTAL LIABILITIES AND DEFICIENCY IN ASSETS ......................... $ 1,350
================================================================================
See accompanying notes.
22
<PAGE>
HEAVEN EXPRESS.COM, INC.
(A Development Stage Company)
STATEMENT OF LOSS AND ACCUMULATED DEFICIT DURING THE DEVELOPMENT STAGE
For the period from inception (December 8, 1999) to December 31, 1999
- --------------------------------------------------------------------------------
EXPENSES
Professional fees $ 17,600
- --------------------------------------------------------------------------------
NET LOSS BEFORE INCOME TAXES (17,600)
INCOME TAXES -
- --------------------------------------------------------------------------------
LOSS AND ACCUMULATED DEFICIT DURING THE DEVELOPMENT STAGE $(17,600)
- --------------------------------------------------------------------------------
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 1,020,375
(BASIC AND DILUTED)
- --------------------------------------------------------------------------------
BASIC NET LOSS PER SHARE (BASIC AND DILUTED) $ (0.02)
- --------------------------------------------------------------------------------
See accompanying notes.
23
<PAGE>
HEAVEN EXPRESS.COM, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
- --------------------------------------------------------------------------------
For the period from inception (December 8, 1999) to December 31, 1999
- --------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(17,600)
Adjustments to reconcile net loss to net cash
used by operating activities:
Common stock exchanged for services
Increase in accrued liabilities 1,200
- --------------------------------------------------------------------------------
NET CASH USED BY DEVELOPMENT STAGE OPERATING ACTIVITIES (12,500)
- --------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from note payable to officer 12,500
Sale of common stock 1,350
- --------------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 13,850
- --------------------------------------------------------------------------------
NET INCREASE IN CASH AND EQUIVALENTS FOR THE PERIOD
AND CUMULATIVE DURING THE DEVELOPMENT STAGE 1,350
CASH AND EQUIVALENTS - BEGINNING OF PERIOD -
- --------------------------------------------------------------------------------
CASH AND EQUIVALENTS - END OF PERIOD $ 1,350
- --------------------------------------------------------------------------------
SUPPLEMENTAL DISCLOSURES
Interest paid $ -
Income taxes paid $ -
- --------------------------------------------------------------------------------
See accompanying notes.
24
<PAGE>
HEAVEN EXPRESS.COM, INC.
(A Development Stage Company)
STATEMENT OF DEFICIENCY IN ASSETS
- --------------------------------------------------------------------------------
Accumulated
Deficit
Common Stock Additional During the Total
------------------ Paid-in Development Deficiency
Description Shares Amount Capital Stage Assets in
- --------------------------------------------------------------------------------
Common stock
issued for cash 27,000 $ 27 $ 1,328 $ - $ 1,350
Common stock
exchanged for
services 1,008,000 1,008 2,892 - 3,900
Net loss and cumulative
loss during the development
stage for the period ended
December 31, 1999 - - - (17,600) (17,600)
- --------------------------------------------------------------------------------
Balance,
December 31, 1999 1,035,000 $1,035 $(12,350) $ 4,215 $(17,600)
================================================================================
See accompanying notes.
25
<PAGE>
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.
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 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, 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 was $12,500. This note is
unsecured, due on demand, and provides for annual interest at 12%.
26
<PAGE>
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 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 CONTINGENCIES
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 sold and 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.
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.
27
<PAGE>
ITEM 23. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
The accounting firm of Dohan & Company, CPAs, P.A. audited our financial
statements. Since inception, we have had no changes in or disagreements with our
accountants.
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. The 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
From our inception through December 24, 1999, we issued 1,035,000 shares of our
common stock pursuant to an exemption from registration provided in Rule 506 of
Regulation D of the Securities Act of 1933, as amended. 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 restrictive legend. In addition, we filed a Form D
with the Securities and Exchange Commission. Of these shares, we issued 950,000
shares of our common stock to our founder, Saundra Sharpe for services rendered
to the Company. We issued 58,000 shares of our common stock as compensation for
services rendered to the Company. We issued 27,000 shares of our common stock at
a price of $.05 per share or aggregate cash proceeds of $1,350.
ITEM 27. EXHIBITS
- ------------------------- ------------------------------------------------------
Exhibit Number Exhibit Description
- ------------------------- ------------------------------------------------------
- ------------------------- ------------------------------------------------------
3.1 Articles of Incorporation
- ------------------------- ------------------------------------------------------
- ------------------------- ------------------------------------------------------
3.2 Bylaws
- ------------------------- ------------------------------------------------------
- ------------------------- ------------------------------------------------------
4 Instrument Defining the Right of Holders - Share
Certificate
- ------------------------- ------------------------------------------------------
- ------------------------- ------------------------------------------------------
5 Legal Opinion
- ------------------------- ------------------------------------------------------
- ------------------------- ------------------------------------------------------
23 Consents of Experts
- ------------------------- ------------------------------------------------------
- ------------------------- ------------------------------------------------------
27 Financial Data Schedule
- ------------------------- ------------------------------------------------------
28
<PAGE>
ITEM 28. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
1. To file, during any period in which it offers or sells securities, a
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, 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 (the "Act") may be 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 and will be governed
by the final adjudication of such issue.
29
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
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 January 24, 2000.
HeavenExpress.com, Inc.
/s/Saundra Sharpe
---------------------
By: Saundra Sharpe, President
Date: January 24, 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: January 24, 2000
30
<PAGE>
EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
HEAVENEXPRESS.COM INC.
In compliance with the requirements of F.S. Chapter 607, the undersigned, being
a natural person, does hereby act as an incorporator in adopting and filing the
following articles of incorporation for the purpose of organizing a business
corporation.
ARTICLE I
The name of the corporation ("Corporation") is HeavenExpress.com Inc.
ARTICLE II
The existence of the corporation shall be perpetual starting on the date these
articles of incorporation are filed with the Florida Department of State.
ARTICLE III
The street address of the principal office of the Corporation is 6901 NW 32nd
Avenue, Ft. Lauderdale, Florida 33309.
ARTICLE IV
The maximum number of common shares this Corporation is authorized to issue is
50,000,000, with a par value of $.001 per share. All Common Shares shall be
identical with each other in every respect and the holders of Common Shares
shall be entitled to one vote for each share on all matters on which
shareholders have the right to vote. The maximum number of preferred shares this
Corporation is authorized to issue is 10,000,000, with a par value of $.001 per
share. The Preferred Shares shall have such rights and preferences as determined
by the Board of Directors.
ARTICLE V
The initial street address of the Corporation's registered office is 6901 NW
32nd Avenue, Ft. Lauderdale, Florida 33309. The initial registered agent for the
Corporation at that address is Saundra Sharpe.
ARTICLE VI
The Board of Directors shall consist of a minimum of one (1) director. The names
and addresses of the persons who will serve on the initial board of directors
are:
Name Address
Saundra Sharpe 6901 NW 32nd Avenue
Ft Lauderdale, Florida 33309
ARTICLE VII
The name and street address of the persons signing these articles of
incorporation are:
Name Address
Brenda Lee Hamilton 555 S. Federal Highway, Suite 400
Boca Raton, Florida 33432
31
<PAGE>
ARTICLE VIII
The corporation shall indemnify its directors, officers, employees, and agents
to the fullest extent permitted by law.
IN WITNESS WHEREOF, the undersigned incorporator has executed these articles of
incorporation this 3rd day of December 1999.
/s/ Brenda Lee Hamilton
Name: Brenda Lee Hamilton
ACCEPTANCE OF REGISTERED AGENT
Having been named to accept service of process for HeavenExpress.com Inc. at the
place designated in the articles of incorporation, the undersigned is familiar
with and accepts the obligations of that position pursuant to F.S. 607.0501(3).
/s/ Saundra Sharpe
------------------
Name: Saundra Sharpe
Date: December 3, 1999
32
<PAGE>
EXHIBIT 3.2
BYLAWS
OF
HEAVENEXPRESS.COM INC.,
A Florida Corporation
ARTICLE 1 -- SHAREHOLDERS
1.1 Annual Meeting. A meeting of shareholders shall be held each year for the
election of directors and for the transaction of any other business that may
come before the meeting. The time and place of the meeting shall be designated
by the Board of Directors.
1.2 Special Meeting. Special meetings of the shareholders, for any purpose or
purposes, shall be held when directed by the President, or at the request of the
holders of not less than one tenth of all outstanding shares of the corporation
entitled to vote at the meeting.
1.3 Place of Meeting. The Board of Directors may designate any place, either
within or without the state of Florida, as the place of meeting for any annual
or special meeting of the shareholders. If no designation is made, the place of
meeting shall be the principal office of the corporation in the state of
Florida.
1.4 Action Without a Meeting. Unless otherwise provided in the articles of
incorporation, action required or permitted to be taken at any meeting of the
shareholders may be taken without a meeting, without prior notice, and without a
vote if the action is taken by the holders of outstanding shares of each voting
group entitled to vote on it having not less than the minimum number of votes
with respect to each voting group that would be necessary to authorize or take
such action at a meeting at which all voting groups and shares entitled to vote
were present and voted. In order to be effective, the action must be evidenced
by one or more written consents describing the action taken, dated and signed by
approving shareholders having the requisite number of votes of each voting group
entitled to vote, and delivered to the corporation at its principal office in
Florida or its principal place of business, or to the corporate secretary or
another office or agent of the corporation having custody of the book in which
proceedings of meetings of shareholders are recorded. No written consent shall
be effective to take corporate action unless, within 60 days of the date of the
earliest dated consent delivered in the manner required by this section, written
consents signed by the number of holders required to take action are delivered
to the corporation.
Any written consent may be revoked before the date that the corporation receives
the required number of consents to authorize the proposed action. No revocation
is effective unless in writing and until received by the corporation at its
principal office or its principal place of business, or received by the
corporate secretary or other officer or agent of the corporation having custody
of the book in which proceedings of meetings of shareholders are recorded.
Within 10 days after obtaining authorization by written consent, notice must be
given to those shareholders who have not consented in writing or who are not
entitled to vote on the action. The notice shall fairly summarize the material
features of the authorized action and, if the action is one for which
dissenters' rights are provided under the articles of incorporation or by law,
the notice shall contain a clear statement of the right of dissenting
shareholders to be paid the fair value of their shares on compliance with
applicable law.
A consent signed as required by this section has the effect of a meeting vote
and may be described as such in any document.
Whenever action is taken as provided in this section, the written consent of the
shareholders consenting or the written reports of inspectors appointed to
tabulate such consents shall be filed with the minutes of proceedings of
shareholders.
33
<PAGE>
1.5 Notice of Meeting. Except as provided in F.S. Chapter 607, the Florida
Business Corporation Act, written or printed notice stating the place, day, and
hour of the meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than 10
nor more than 60 days before the date of the meeting, either personally or by
first-class mail, by, or at the direction of, the president or the secretary, or
the officer or other persons calling the meeting, to each shareholder of record
entitled to vote at the meeting. If the notice is mailed at least 30 days before
the date of the meeting, it may be effected by a class of United States mail
other than first-class. If mailed, the notice shall be effective when mailed, if
mailed postage prepaid and correctly addressed to the share holder's address
shown in the current record of shareholders of the corporation.
When a meeting is adjourned to another time or place, it shall not be necessary
to give any notice of the adjourned meeting if the time and place to which the
meeting is adjourned are announced at the meeting at which the adjournment is
taken. At the adjourned meeting any business may be transacted that might have
been transacted on the original date of the meeting. If, however, after the
adjournment the Board of Directors fixes a new record date for the adjourned
meeting, a notice of the adjourned meeting shall be given as provided in this
section to each shareholder of record on the new record date entitled to vote at
such meeting.
1.6 Waiver of Notice of Meeting. Whenever any notice is required to be given to
any shareholder, a waiver in writing signed by the person or persons entitled to
such notice, whether signed before, during, or after the time of the meeting and
delivered to the corporation for inclusion in the minutes or filing with the
corporate records, shall be equivalent to the giving of such notice. Attendance
of a person at a meeting shall constitute a waiver of (a) lack of or defective
notice of the meeting, unless the person objects at the beginning of the meeting
to the holding of the meeting or the transacting of any business at the meeting,
or (b) lack of defective notice of a particular matter at a meeting that is not
within the purpose or purposes described in the meeting notice, unless the
person objects to considering the matter when it is presented.
1.7 Fixing of Record Date. In order that the corporation may determine the
shareholders entitled to notice of, or to vote at, any meeting of shareholders
or any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or to demand a special meeting, the board of directors may
fix, in advance, a record date, not more than 70 days before the date of the
meeting or any other action. A determination of shareholders of record entitled
to notice of, or to vote at, a meeting of shareholders shall apply to any
adjournment of the meeting unless the board fixes a new record date, which it
must do if the meeting is adjourned to a date more than 120 days after the date
fixed for the original meeting.
If no prior action is required by the board, the record date for determining
shareholders entitled to take action without a meeting is the date the first
signed written consent is delivered to the corporation under Section 1.4 of this
Article.
1.8 Voting Record. After fixing a record date for a meeting of shareholders, the
corporation shall prepare an alphabetical list of the names of all its
shareholders entitled to notice of the meeting, arranged by voting group with
the address of, and the number, class, and series, if any, of shares held by,
each shareholder. The shareholders' list must be available for inspection by any
shareholder for a period of 10 days before the meeting or such shorter time as
exists between the record date and the meeting and continuing through the
meeting at the corporation's principal office, at a place identified in the
meeting notice in the city where the meeting will be held, or at the office of
the corporation's transfer agent or registrar. Any shareholder of the
corporation or the shareholder's agent or attorney is entitled on written demand
to inspect the shareholders' list (subject to the requirements of F.S.
607.1602(3)) during regular business hours and at the shareholder's expense,
during the period it is available for inspection.
The corporation shall make the shareholders' list available at the meeting of
shareholders, and any shareholder or the shareholder's agent or attorney is
entitled to inspect the list at any time during the meeting or any adjournment.
1.9 Voting Per Share. Except as otherwise provided in the articles of
incorporation or by F.S. 607.0721, each shareholder is entitled to one vote for
each outstanding share held by him or her on each matter voted at a
shareholders' meeting.
1.10 Voting of Shares. A shareholder may vote at any meeting of shareholders of
the corporation, either in person or by proxy.
34
<PAGE>
Shares standing in the name of another corporation, domestic or foreign, may be
voted by the officer, agent, or proxy designated by the bylaws of the corporate
shareholder or, in the absence of any applicable bylaw, by a person or persons
designated by the board of directors of the corporate shareholder. In the
absence of any such designation or, in case of conflicting designation by the
corporate shareholder, the chairman of the board, the president, any vice
president, the secretary, and the treasurer of the corporate shareholder, in
that order, shall be presumed to be fully authorized to vote the shares.
Shares held by an administrator, executor, guardian, personal representative, or
conservator may be voted by him or her, either in person or by proxy, without a
transfer of such shares into his or her name. Shares standing in the name of a
trustee may be voted by the trustee, either in person or by proxy, but no
trustee shall be entitled to vote shares held by him or her without a transfer
of such shares into his or her name or the name of his or her nominee.
Shares held by, or under the control of, a receiver, a trustee in bankruptcy
proceedings, or an assignee for the benefit of creditors may be voted by such
person without the transfer into his or her name.
If shares stand of record in the names of two or more persons, whether
fiduciaries, members of a partnership, joint tenants, tenants in common, tenants
by the entirety, or otherwise, or if two or more persons have the same fiduciary
relationship respecting the same shares, unless the secretary of the corporation
is given notice to the contrary and is furnished with a copy of the instrument
or order appointing them or creating the relationship wherein it is so provided,
then acts with respect to voting shall have the following effect: (a) if only
one of the persons votes, in person or by proxy, that act binds all; (b) if more
than one votes, in person or by proxy, the act of the majority so voting binds
all; (c) if more than one votes, in person or by proxy, but the vote is evenly
split on any particular matter, each faction is entitled to vote the share or
shares in question proportionally; or (d) if the instrument or order so filed
shows that any such tenancy is held in unequal interest, a majority or a vote
evenly split for purposes hereof shall be a majority or a vote evenly split in
interest. The principles of this paragraph shall apply, as far as possible, to
execution of proxies, waivers, consents, or objections and for the purpose of
ascertaining the presence of a quorum.
1.11 Proxies. Any shareholder of the corporation, other person entitled to vote
on behalf of a shareholder under F.S. 607.0721, or attorney-in-fact for such
persons, may vote the shareholder's shares in person or by proxy. Any
shareholder may appoint a proxy to vote or otherwise act for him or her by
signing an appointment form, either personally or by an attorney-in-fact. An
executed telegram or cablegram appearing to have been transmitted by such
person, or a photographic, photostatic, or equivalent reproduction of an
appointment form, shall be deemed a sufficient appointment form.
An appointment of a proxy is effective when received by the secretary of the
corporation or such other officer or agent authorized to tabulate votes, and
shall be valid for up to 11 months, unless a longer period is expressly provided
in the appointment form.
The death or incapacity of the shareholder appointing a proxy does not affect
the right of the corporation to accept the proxy's authority unless notice of
the death or incapacity is received by the secretary or other officer or agent
authorized to tabulate votes before the proxy exercises authority under the
appointment.
An appointment of a proxy is revocable by the shareholder unless the appointment
form conspicuously states that it is irrevocable and the appointment is coupled
with an interest.
1.12 Quorum. Shares entitled to vote as a separate voting group may take action
on a matter at a meeting only if a quorum of those shares exists with respect to
that matter. Except as otherwise provided in the articles of incorporation or by
law, a majority of the shares entitled to vote on the matter by each voting
group, represented in person or by proxy, shall constitute a quorum at any
meeting of shareholders, but in no event shall a quorum consist of less than one
third of the shares of each voting group entitled to vote. If less than a
majority of outstanding shares entitled to vote is represented at a meeting, a
majority of the shares so represented may adjourn the meeting from time to time
without further notice. After a quorum has been established at any shareholders'
meeting, the subsequent withdrawal of shareholders, so as to reduce the number
of shares entitled to vote at the meeting below the number required for a
quorum, shall not affect the validity of any action taken at the meeting or any
adjournment thereof.
Once a share is represented for any purpose at a meeting, it is deemed present
for quorum purposes for the remainder of the meeting and for any adjournment of
that meeting unless a new record date is or must be set for that adjourned
meeting.
35
<PAGE>
1.13 Manner of Action. If a quorum is present, action on a matter (other than
the election of directors) by a voting group is approved if the votes cast
within the voting group favoring the action exceed the votes cast opposing the
action, unless a greater or lesser number of affirmative votes is required by
the articles of incorporation or by law.
1.14 Voting for Directors. Unless otherwise provided in the articles of
incorporation, directors will be elected by a plurality of the votes cast by the
shares entitled to vote in the election at a meeting at which a quorum is
present.
1.15 Inspectors of Election. Before each shareholders' meeting, the board of
directors or president shall appoint one or more inspectors of election. On
appointment, each inspector shall take and sign an oath to faithfully execute
the duties of inspector at the meeting with strict impartiality and to the best
of his or her ability. Inspectors shall determine the number of shares
outstanding, the number of shares present at the meeting, and whether a quorum
is present. The inspectors shall receive votes and ballots and determine all
challenges and questions as to the right to vote. The inspectors shall count and
tabulate all votes and ballots and determine the result. Inspectors shall
perform other duties as are proper to conduct elections of directors and votes
on other matters with fairness to all shareholders. Inspectors shall make a
certificate of the results of elections of directors and votes on other matters.
No inspector shall be a candidate for election as a director of the corporation.
ARTICLE 2 -- BOARD OF DIRECTORS
2.1 General Powers. Except as provided in the articles of incorporation and by
law, all corporate powers shall be exercised by or under the authority of, and
the business and affairs of the corporation shall be managed under the direction
of, its board of directors.
2.2 Number, Terms, Classification, and Qualification. The board of directors of
the corporation shall consist of a minimum of one (1) person. The number of
directors may at any time and from time to time be increased or decreased by
action of either the shareholders or the board of directors, but no decrease in
the number of directors shall have the effect of shortening the term of any
incumbent director. A director must be a natural person of at least 18 years of
age, but need not be a citizen of the United States of America, a resident of
the state of Florida, or a shareholder of the corporation. Each director shall
hold office until a successor has been elected and qualified or until an earlier
resignation, removal from office, or death.
2.3 Regular Meetings. An annual regular meeting of the board of directors shall
be held without notice immediately after, and at the same place as, the annual
meeting of the shareholders and at such other time and place as may be
determined by the board of directors. The board may, at any time and from time
to time, provide by resolution the time and place, either within or without the
state of Florida, for the holding of the annual regular meeting or additional
regular meeting of the board without other notice than the resolution.
2.4 Special Meetings. Special meetings of the board of directors may be called
by the chairman of the board, the president, or any two directors.
The person or persons authorized to call special meetings of the board may
designate any place, either within or without the state of Florida, as the place
for holding any special meeting of the board called by them. If no designation
is made, the place of the meeting shall be the principal office of the
corporation in Florida.
Notice of any special meeting of the board may be given by any reasonable means,
oral or written, and at any reasonable time before the meeting. The
reasonableness of notice given in connection with any special meeting of the
board shall be determined in light of all pertinent circumstances. It shall be
presumed that notice of any special meeting given at least two days before the
meeting either orally (by telephone or in person), or by written notice
delivered personally or mailed to each director at his or her business or
residence address, is reasonable. If mailed, the notice of any special meeting
shall be deemed to be delivered on the second day after it is deposited in the
United States mail, so addressed, with postage prepaid. If notice is given by
telegram, it shall be deemed to be delivered when the telegram is delivered to
the telegraph company. Neither the business to be transacted at, nor the purpose
or purposes of, any special meeting need be specified in the notice or in any
written waiver of notice of the meeting.
2.5 Waiver of Notice of Meeting. Notice of a meeting of the board of directors
need not be given to any director who signs a written waiver of notice before,
during, or after the meeting. Attendance of a director at a meeting shall
constitute a waiver of notice of the meeting and a waiver of any and all
objections to the place of the meeting, the time of the meeting, and the manner
in which it has been called or convened, except when a director states, at the
beginning of the meeting or promptly on arrival at the meeting, any objection to
the transaction of business because the meeting is not lawfully called or
convened.
2.6 Quorum. A majority of the number of directors fixed by, or in the manner
provided in, these bylaws shall constitute a quorum for the transaction of
business; provided, however, that whenever, for any reason, a vacancy occurs in
the board of directors, a quorum shall consist of a majority of the remaining
directors until the vacancy has been filled.
2.7 Manner of Action. The act of a majority of the directors present at a
meeting at which a quorum is present when the vote is taken shall be the act of
the board of directors.
36
<PAGE>
2.8 Presumption of Assent. A director of the corporation who is present at a
meeting of the board of directors or a committee of the board when corporate
action is taken shall be presumed to have assented to the action taken, unless
he or she objects at the beginning of the meeting, or promptly on arrival, to
holding the meeting or transacting specific business at the meeting, or he or
she votes against or abstains from the action taken.
2.9 Action Without a Meeting. Any action required or permitted to be taken at a
meeting of the board of directors or a committee of it may be taken without a
meeting if a consent in writing, stating the action so taken, is signed by all
the directors. Action taken under this section is effective when the last
director signs the consent, unless the consent specifies a different effective
date. A consent signed under this section shall have the effect of a meeting
vote and may be described as such in any document.
2.10 Meetings by Means of Conference Telephone Call or Similar Electronic
Equipment. Members of the board of directors may participate in a meeting of the
board by means of a conference telephone call or similar communications
equipment if all persons participating in the meeting can hear each other at the
same time. Participation by such means constitutes presence in person at a
meeting.
2.11 Resignation. Any director may resign at any time by giving written notice
to the corporation, the board of directors, or its chairman. The resignation of
any director shall take effect when the notice is delivered unless the notice
specifies a later effective date, in which event the board may fill the pending
vacancy before the effective date if it provides that the successor does not
take office until the effective date.
2.12 Removal. Any director, or the entire board of directors, may be removed at
any time, with or without cause, by action of the shareholders, unless the
articles of incorporation provide that directors may be removed only for cause.
If a director was elected by a voting group of shareholders, only the
shareholders of that voting group may participate in the vote to remove that
director. The notice of the meeting at which a vote is taken to remove a
director must state that the purpose or one of the purposes of the meeting is
the removal of the director or directors.
2.13 Vacancies. Any vacancy in the board of directors, including any vacancy
created by an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors though less than a
quorum of the board of directors, or by the shareholders.
2.14 Compensation. Each director may be paid the expenses, if any, of attendance
at each meeting of the board of directors, and may be paid a stated salary as a
director or a fixed sum for attendance at each meeting of the board of directors
or both, as may from time to time be determined by action of the board of
directors. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation for those services.
ARTICLE 3 -- COMMITTEES OF THE BOARD OF DIRECTORS
The board of directors, by resolution adopted by a majority of the full board,
may designate from among its members an executive committee and one or more
other committees, each of which, to the extent provided in the resolution, shall
have and may exercise all the authority of the board of directors, except as
prohibited by F.S. 607.0825(1).
Each committee must have two or more members who serve at the pleasure of the
board. The board of directors, by resolution adopted in accordance with this
article, may designate one or more directors as alternate members of any
committee, who may act in the place and stead of any absent member or members at
any meeting of the committee.
ARTICLE 4 -- OFFICERS
4.1 Officers. The officers of the corporation shall be a president, a vice
president, a secretary, a treasurer, and any other officers and assistant
officers as may be deemed necessary, and as shall be approved, by the board of
directors. Any two or more offices may be held by the same person.
4.2 Appointment and Term of Office. The officers of the corporation shall be
appointed annually by the board of directors at the first meeting of the board
held after the shareholders' annual meeting. If the appointment of officers does
not occur at this meeting, the appointment shall occur as soon thereafter as
practicable. Each officer shall hold office until a successor has been duly
appointed and qualified, or until an earlier resignation, removal from office,
or death.
4.3 Resignation. Any officer of the corporation may resign from his or her
respective office or position by delivering notice to the corporation. The
resignation is effective when delivered unless the notice specifies a later
effective date. If a resignation is made effective at a later date and the
corporation accepts the future effective date, the board of directors may fill
the pending vacancy before the effective date if the board provides that the
successor does not take office until the effective date.
4.4 Removal. Any officer of the corporation may be removed from his or her
respective office or position at any time, with or without cause, by the board
of directors.
37
<PAGE>
4.5 President. The president shall be the chief executive officer of the
corporation and shall, subject to the control of the board of directors,
generally supervise and control all of the business and affairs of the
corporation, and preside at all meetings of the shareholders, the board of
directors, and all committees of the board of directors on which he or she may
serve. In addition, the president shall possess, and may exercise, such power
and authority, and shall perform such duties, as may from time to time be
assigned to him or her by the board of directors, and as are incident to the
offices of president and chief executive officer.
4.6 Vice Presidents. Each vice president shall possess, and may exercise, such
power and authority, and shall perform such duties, as may from time to time be
assigned to him or her by the board of directors.
4.7 Secretary. The secretary shall keep the minutes of the proceedings of the
shareholders and of the board of directors in one or more books provided for
that purpose; see that all notices are duly given in accordance with the
provisions of these bylaws or as required by law; be custodian of the corporate
records and the seal of the corporation; and keep a register of the post office
address of each shareholder of the corporation. In addition, the secretary shall
possess, and may exercise, such power and authority, and shall perform such
duties, as may from time to time be assigned to him or her by the board of
directors and as are incident to the office of secretary.
4.8 Treasurer. The treasurer shall have charge and custody of, and be
responsible for, all funds and securities of the corporation; receive and give
receipts for money due and payable to the corporation from any source
whatsoever; and deposit all such money in the name of the corporation in such
banks, trust companies, or other depositories as shall be used by the
corporation. In addition, the treasurer shall possess, and may exercise such
power and authority, and shall perform such duties, as may from time to time be
assigned to him or her by the board of directors and as are incident to the
office of treasurer.
4.9 Other Officers, Employees, and Agents. Each and every other officer,
employee, and agent of the corporation shall possess, and may exercise, such
power and authority, and shall perform such duties, as may from time to time be
assigned to him or her by the board of directors, the officer appointing him or
her, and such officer or officers who may from time to time be designated by the
board to exercise supervisory authority.
4.10 Compensation. The compensation of the officers of the corporation shall be
fixed from time to time by the board of directors.
ARTICLE 5 -- CERTIFICATES OF STOCK
5.1 Certificates for Shares. The board of directors shall determine whether
shares of the corporation shall be uncertificated or certificated. If
certificated shares are issued, certificates representing shares in the
corporation shall be signed (either manually or by facsimile) by the president
or vice president and the secretary or an assistant secretary and may be sealed
with the seal of the corporation or a facsimile thereof. A certificate that has
been signed by an officer or officers who later ceases to be such officer shall
be valid.
5.2 Transfer of Shares; Ownership of Shares. Transfers of shares of stock of the
corporation shall be made only on the stock transfer books of the corporation,
and only after the surrender to the corporation of the certificates representing
such shares. Except as provided by F.S. 607.0721, the person in whose name
shares stand on the books of the corporation shall be deemed by the corporation
to be the owner thereof for all purposes, and the corporation shall not be bound
to recognize any equitable or other claim to, or interest in, such shares on the
part of any other person, whether or not it shall have express or other notice
thereof.
5.3 Lost Certificates. The corporation shall issue a new stock certificate in
the place of any certificate previously issued if the holder of record of the
certificate (a) makes proof in affidavit form that the certificate has been
lost, destroyed, or wrongfully taken; (b) requests the issuance of a new
certificate before the corporation has notice that the lost, destroyed, or
wrongfully taken certificate has been acquired by a purchaser for value in good
faith and without notice of any adverse claim; (c) at the discretion of the
board of directors, gives bond in such form and amount as the corporation may
direct, to indemnify the corporation, the transfer agent, and the registrar
against any claim that may be made on account of the alleged loss, destruction,
or theft of a certificate; and (d) satisfies any other reasonable requirements
imposed by the corporation.
38
<PAGE>
ARTICLE 6 -- ACTIONS WITH RESPECT TO SECURITIES
OF OTHER CORPORATIONS
Unless otherwise directed by the board of directors, the president or a designee
of the president shall have power to vote and otherwise act on behalf of the
corporation, in person or by proxy, at any meeting of shareholders of, or with
respect to any action of shareholders of, any other corporation in which this
corporation may hold securities and to otherwise exercise any and all rights and
powers that the corporation may possess by reason of its ownership of securities
in other corporations.
ARTICLE 7 -- AMENDMENTS
These bylaws may be altered, amended, or repealed, and new bylaws may be
adopted, by action of the board of directors, subject to the limitations of F.S.
607.1020(1). The shareholders of the corporation may alter, amend, or repeal
these bylaws or adopt new bylaws even though these bylaws also may be amended or
repealed by the board of directors.
ARTICLE 8 -- CORPORATE SEAL
The board of directors shall provide for a corporate seal which shall be
circular and shall have the name of the corporation, the year of its
incorporation, and the state of incorporation inscribed on it.
39
<PAGE>
EXHIBIT 5
LEGAL OPINION
The Law Offices of
Brenda Lee Hamilton, P.A.
555 South Federal Highway, Suite 400
Boca Raton, Florida 33432
(561)416-8956
------------------------
Facsimile: (561)416-2855 E-mail:[email protected]
January 24, 2000
Board of Directors
c/o Saundra Sharpe
HeavenExpress.com Inc.
6901 NW 32nd Avenue
Fort Lauderdale, Florida 33309
Re: Shares to be Registered on Form SB-2 (the "Shares")
Dear Ms. Sharpe:
We have acted as counsel for HeavenExpress.com Inc., a Florida corporation (the
"Company"), and certain of its shareholders (the "Selling Shareholders") in
connection with the issuance of the Shares described in the prospectus of the
Company dated January 24, 2000 (the "Prospectus"), contained in the Registration
Statement on Form SB-2 of the Company.
In connection with this matter, we have examined the originals or copies
certified or otherwise identified to our satisfaction of the following:
(a) Articles of Incorporation of the Company, as amended to date;
(b) By-laws of the Company, as amended to date;
(c) Certificates from the Secretary of State of the State of Florida, dated
as of a recent date, stating that the Company is duly incorporated and
in good standing in the State of Florida;
(d) Share Certificates of the Company;
(e) The Registration Statement and all exhibits thereto;
(f) Questionnaires completed and signed by all officers and directors of
the Company.
40
<PAGE>
In addition to the foregoing, we have also relied as to matters of fact upon the
representations made by the Company and their representatives and upon
representations made by the Selling Shareholders. In addition, we have assumed
the genuineness of all signatures, the authenticity of all documents submitted
to us as originals, and the conformity to original documents of all documents
submitted to us certified or photostatic copies.
Based upon and in reliance upon the foregoing, and after examination of such
corporate and other records, certificates and other documents and such matters
of law as we have deemed applicable or relevant to this opinion, it is our
opinion that the Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the jurisdiction of its
incorporation and has full corporate power and authority to own its properties
and conduct its business as described in the Registration Statement.
The authorized capital stock of the Company consists of 50,000,000 shares of
Common Stock, with a par value of $.001 per share, of which there are
outstanding 1,035,000 shares (including the Shares), and 10,000,000 shares of
Preferred Stock, with a par value of $.001 per share, of which none are
outstanding. Proper corporate proceedings have been taken validly to authorize
such authorized capital stock and all the outstanding shares of such capital
stock (including the Shares), when delivered in the manner and/or on the terms
described in the Registration Statement (after it is declared effective), will
be duly and validly issued, fully paid and non-assessable. The shareholders of
the Company have no preemptive rights with respect to the Common Stock of the
Company.
In addition, we have participated in conferences with representatives of the
Company and accountants for the Company at which the contents of the
Registration Statement and Prospectus and related matters were discussed.
Although we have not verified the accuracy or completeness of the statements
contained in the Registration Statement or the Prospectus (other than the
caption "Description of Securities"), we advise you that on the basis of
foregoing, we have no reason to believe that either the Registration Statement
or the Prospectus, as of the effective date, contained any untrue statements of
a material fact or omitted to state any material fact required to be stated
therein or necessary to make the statements therein not misleading (except in
each such case for the financial statements or other financial data contained in
the Registration Statement or Prospectus as to which we are not called upon to
and do not express any opinion).
I hereby consent to the use of this opinion as an exhibit to the Registration
Statement. In giving this consent, I do not hereby admit that I come within the
category of a person whose consent is required under Section 7 of the Securities
Act of 1933, or the general rules and regulations thereunder.
Very truly yours,
/s/ Kristen Thomas
-------------------
Kristen Thomas, Esq.
For the Firm
41
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
HeavenExpress.com, Inc.
We hereby consent to the incorporation by reference in this filing of
HeavenExpress.com, Inc. our report appearing in the Company's Registration
Statement of Form SB-2 for the year ended December 31, 1999.
/s/ Steven H. Dohan, CPA_____________________
Dohan and Company, CPA's
Certified Public Accountants
7700 North Kendall Drive, Suite 204
Miami, Florida, 33156-7578
Telephone: (305) 274-1366; Facsimile: (305) 274-1368
January 25, 2000
42
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS FOR THE PERIOD ENDED DECEMBER 31, 1999, AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0001102217
<NAME> HeavenExpress.com, Inc.
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> DEC-8-1999
<PERIOD-END> DEC-31-1999
<CASH> 1,350
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,350
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,350
<CURRENT-LIABILITIES> 13,700
<BONDS> 0
0
0
<COMMON> 1,035
<OTHER-SE> (13,385)
<TOTAL-LIABILITY-AND-EQUITY> (12,350)
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> (17,600)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (17,600)
<INCOME-TAX> 0
<INCOME-CONTINUING> (17,600)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (17,600)
<EPS-BASIC> (.02)
<EPS-DILUTED> (.02)
</TABLE>
