U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BROOKSIDE COM, INC.
(Name of Small Business Issuer in its charter)
Nevada 7375 88-0430407
(State or Jurisdiction of (Primary Standard Industrial (I.R.S.Employer
Incorporation or Classification Code Number) Identification No.)
640 Perkins Drive. Overton, Nevada 89040; (702) 256-2094
(Address and telephone number of Registrant's principal executive offices and
principal place of business)
Shawn F. Hackman, Esq., 3360 West Sahara Avenue, Suite 200, Las Vegas, Nevada
89102; (702) 732-2253
(Name, address, and telephone number of agent for service)
Approximate date of proposed sale to the public: As soon as practicable after
this Registration
Statement becomes effective.
If this Form is filed to
register additional
securities for an offering
pursuant to Rule 462(b)
under the Securities Act,
please check the following
box and list the
Securities Act
registration number of the
earlier effective
registration statement for
the same offering.
If this Form is a post-
effective amendment filed
pursuant to Rule 462(c)
under the Securities Act,
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 the delivery of the
prospectus is expected to
be made pursuant to Rule
434, check the following
box.
CALCULATION OF REGISTRATION FEE
Title of each Amount to be Proposed maximum Proposed Maximum Amount of
class of registered offering price per aggregate offering registra-
registered unit price
Common shares 2,000,000 $0.05 $100,000.00 264.00
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
PART I. INFORMATION REQUIRED IN PROSPECTUS
PROSPECTUS
BROOKSIDE.COM,INC.
__2,000,000 Shares
Common Stock
Offering Price $0.05 per Share
BROOKSIDE.COM,INC., a Nevada corporation ("Company"), is hereby offering
up to 2,000,000 shares of its $.001 par value common stock ("Shares") at an
offering price of $0.05 per share on a "best efforts" basis pursuant to the
terms of this Prospectus for the purpose of providing start-up and working
capital for the Company.
The Shares offered hereby are highly speculative and involve a high degree
of risk to public investors and should be purchased only by persons who can
afford to lose their entire investment (See "Risk Factors" on page 8).
The Securities and Exchange Commission, or any State Securities
Commission, has not approved or disapproved these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary
is a criminal offense.
Underwriting Discounts
Price to Public and Commissions (2) Proceeds to Issuer(3)
Per Share $_.005 0 $_0.05
Total Minimum (1) $__25,000.00 0 $_25,000.00
Total Maximum $100,000.00 0 $100,000.00
Information contained herein is subject to completion or amendment. The
registration statement relating to the securities has been filed with the
Securities and Exchange Commission. The securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
Subject to Completion, Dated _______________, 2000.
The shares being offered by BROOKSIDE.COM, INC. are subject to prior sale,
acceptance of the subscriptions by BROOKSIDE. COM, INC. and approval of
certain legal matters by counsel to
BROOKSIDE. COM, INC.
This is our initial public offering of common stock. The initial
offering price per share is $10.00. we will apply to list our common stock on
the OTC:BB. No public market currently exists for the shares of common stock.
BROOKSIDE.COM, INC. has the right to accept or reject any subscriptions,
in whole or in part, for any reason. Until ______ 2000, all dealers effecting
transactions in registered securities may be required to deliver a prospectus.
This is true whether or not the dealer is participating in this distribution.
Dealers also have an obligation to deliver a prospectus when acting as
underwriters and with respect to their unsold allotments or subscriptions.
This prospectus is not an offer to sell or a solicitation to buy the
securities offered. It is unlawful to make such an offer or solicitation.
The delivery of this prospectus, nor a sale of the mentioned securities
shall create an implication that there has been no change in the information
in this prospectus. If a material
change does occur, however, this prospectus will be amended or supplemented
accordingly for all existing shareholders and prospective investors.
This prospectus does not intentionally contain a false statement or
material fact, nor does it intentionally omit a material fact. No person or
entity has been authorized by BROOKSIDE.COM, INC. to give any information or
make a representation, warranty, covenant, or agreement which is not expressly
provided for or continued in this prospectus. Any such information that is
given should not be relied upon as having been authorized.
This company is not a reporting company. Upon written or oral request,
any person who receives a prospectus will have an opportunity to meet with
representatives of BROOKSIDE.COM, INC. to verify any of the information
included in the prospectus and to obtain additional information. Such a
person shall also, upon written or oral request, receive a copy of any
information that is incorporated by reference in the prospectus and the
address (including title or department) and telephone number. Such
information shall be provided without charge.
All offerees and subscribers will be asked to acknowledge in the
subscription agreement that they have read this prospectus carefully and
thoroughly, they were given the opportunity to
obtain additional information; and they did so to their satisfaction.
(1) A maximum of 2,000,000 shares may be sold on a "best-efforts" basis. All
of the proceeds from the sale of Shares will be placed in an interest-bearing
escrow account by 12 o'clock noon of the fifth business day after receipt
thereof, until the sum of $25,000.00 the minimum offering, is received. If
less than $25,000,000 is received from the sale of the Shares within 120 days
of the date of this Prospectus, the offer will remain open for another 120
days after which all proceeds will be refunded promptly to purchasers with
interest and without deduction for commission or other expenses. Subscribers
will not be able to obtain return of their funds while in escrow. No
commissions are anticipated.
(2) No sales commission will be paid in connection with the sales of these
shares.
(3) The Net Proceeds to the Company is before the payment of certain expenses
in connection with this offering. See "Use of Proceeds."
TABLE OF CONTENTS
PAGE
PROSPECTUS SUMMARY 1
RISK FACTORS 2
USE OF PROCEEDS 3
DETERMINATION OF OFFERING PRICE 4
DILUTION 5
PLAN OF DISTRIBUTION 6
LEGAL PROCEEDINGS 7
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
AND CONTROL PERSONS 8
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT 9
DESCRIPTION OF SECURITIES 10
INTEREST OF NAMED EXPERTS AND COUNSEL 11
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES 12
ORGANIZATION WITHIN LAST FIVE YEARS 13
DESCRIPTION OF BUSINESS 14
PLAN OF OPERATION 15
DESCRIPTION OF PROPERTY 16
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 17
MARKET FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS 18
EXECUTIVE COMPENSATION 19
FINANCIAL STATEMENTS 20
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE 21
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by detailed information
appearing elsewhere in this prospectus ("Prospectus"). Each prospective investor
is urged to read this Prospectus, and the attached Exhibits, in their entirety.
The Company
BROOKSIDE.COM,INC., (the "Company"), was incorporated on June 30,1999,
under the laws of the State of Nevada, to engage in any lawful corporate
undertaking, including, but not limited to, selected mergers and acquisitions.
The Company has been in the developmental stage since inception and has no
operations to date. Other than issuing shares to its original shareholders, the
Company never commenced any operational activities.
The Company was formed for the purpose of creating a corporation which
could be used to consummate a merger or acquisition. Dorothy Ann Shellabarger
serves as President and Director; Lisa A. Schiano serves as a Secretary and
Director; Lisa R. Kerr serves as secretary and Director; and Laurie C. Gillespie
serves as Director (collectively referred to as "Directors"). The Directors
determined next to proceed with filing a Form SB-2.
The Directors, elected to commence implementation of the Company's
principal business purpose, described below under "Item 2, Plan of Operation".
As such, the Company can be defined as a "shell" company, whose sole purpose
at this time is to locate and consummate a merger or acquisition with a private
entity.
The proposed business activities described herein classify the Company as
a "blank check" company. Many states have enacted statutes, rules and
regulations limiting the sale securities of "blank check" companies in their
prospective jurisdictions. Management does not intend to undertake any efforts
to cause a market to develop in the Company's securities until such time as the
Company has successfully implemented its business plan described herein.
Accordingly, each shareholder of the Company has executed and delivered a "lock-
up" letter agreement, affirming that his/her respective shares of the Company's
common stock until such time as the Company has successfully consummated a
merger or acquisition and the Company is no longer classified as a "blank check"
company. In order to provide further assurances that no trading will occur in
the Company's securities until a merger or acquisition has been consummated,
eachshareholder has agreed to place his/her respective certificates until such
time as legal counsel has confirmed that a merger or acquisition has been
successfully consummated. However, while management believes that the
procedures established to preclude any sale of the Company's securities prior to
closing of a merger or acquisition will be sufficient, there can be no
assurances that the procedures established herein will unequivocally limit any
shareholder's ability to sell their respective securities before such closing.
The Offering
Shares of the Company will be offered at $0.05 per Share. See "Plan of
Distribution, page. The minimum purchase required of an investor is $300 .00.
If all the Shares offered are sold the net proceeds to the Company will be
$100,000,000 less certain costs associated with this offering. See "Use of
Proceeds." This balance will be used as working capital for the Company.
Liquidity of Investment
Although the Shares will be "free trading," there is no established market
for the Shares and there may not be in the future. Therefore, an investor
should consider his investment to be long-term. See "Risk Factors, page 8."
Risk Factors
An investment in the company involved risks due in part to no previous
operating history of Company, as well as competition in this field of business.
Also, certain potential conflicts of interest arise due to the relationship of
the Company to management and others. See "Risk Factors, page 8."
RISK FACTORS
The securities offered hereby are highly speculative in nature and involve
a high degree of risk. They should be purchased only by persons who can afford
to lose their entire investment. Therefore, each prospective investor should,
prior to purchase, consider very carefully the following risk factors among
other things, as well as all other information set forth in this prospectus.
NO OPERATING HISTORY OR REVENUE AND MINIMAL ASSETS. The Company has had no
operating history nor any revenues or earnings from operations. The Company
has no significant assets or financial resources. The Company will, in all
likelihood, sustain operating expenses without corresponding revenues, at
least until the consummation of a business combination. This may result in
the Company incurring a net operating loss which will increase continuously
until the Company can consummate a business combination with a profitable
business opportunity. purchase the securities which could reduce the size of
the potential market. As a result of recent changes in federal law, non-
issuer trading or resale of the Company's securities is exempt from state
registration or qualification requirements in most states. However, some
states may continue to attempt to restrict the trading or resale of blind-pool
or "blank-check" securities. Accordingly, investors should consider any
potential secondary market for the Company's securities to be a limited one.
Purchases by Affiliates
Certain officers, directors, principal shareholders and affiliates may
purchase, for investment purposes, a portion of the Shares offered hereby,
which could, upon conversion, increase the percentage of the Shares owned by
such persons. The purchases by these control persons may make it possible for
the Offering to meet the escrow amount.
No Assurance Shares Will Be Sold
The 2,000,000 Common Shares are to be offered directly by the Company, and
no individual, firm, or corporation has agreed to purchase or take down any of
the shares. No assurance can be given that any or all of the Shares will be
sold.
Arbitrary Offering Price.
The Offering Price of the Shares bears no relation to book value, assets,
earnings, or any other objective criteria of value. They have been arbitrarily
determined by the Company. There can be no assurance that, even if a public
trading market develops for the Company's securities, the Shares will attain
market values commensurate with the Offering Price.
"Best Efforts" Offering
The Shares are offered by the Company on a "best efforts" basis, and no
individual, firm or corporation has agreed to purchase or take down any of the
offered Shares. No assurance can be given that any or all of the Shares will
be sold. Provisions have been made to deposit in escrow the funds received
from the purchase of Shares sold by the Company. In the event that
$20,000,000 is not received within one hundred twenty (120) days of the
effective date of this Prospectus, the offer will be extended for another 120
days after which the proceeds so collected will be refunded to investors
without deducting sales commissions or expenses. During this escrow period,
which may last up to two hundred forty (240) days, subscribers will not have
use of nor derive benefits from their escrow funds.
No Public Market for Company's Securities.
Prior to the Offering, there has been no public market for the Shares
being offered. There can be no assurance that an active trading market will
develop or that purchasers of the Shares will be able to resell their
securities at prices equal to or greater than the respective initial public
offering prices.
The market price of the Shares may be affected significantly by factors
such as announcements by the Company or its competitors, variations in the
Company's results of operations, and market conditions in the retail, electron
commerce, and internet industries in general. Movements in prices of stock
may also affect the market price in general. As a result of these factors,
purchasers of the Shares offered hereby may not be able to liquidate an
investment in the Shares readily or at all.
Shares Eligible For Future Sale
All of the 2,000,000 Shares, which are held by management, have been
issued in reliance on the private placement exemption under the Securities Act
of 1933, as amended ("Act"). Such Shares will not be available for sale in the
open market without separate registration except in reliance upon Rule 144
under the Act. In general, under Rule 144 a person (or persons whose shares
are aggregated) who has beneficially owned shares acquired in a non-public
transaction for at least on year, including persons who may be deemed
Affiliates of the Company (as that term is defined under the Act) would be
entitled to sell within any three-month period a number of shares that does not
exceed the greater of 1% of the then outstanding shares of common stock, or the
average weekly reported trading volume on all national securities exchanges and
through NASDAQ during the four calendar weeks preceding such sale, provided
that certain current public information is then available. If a substantial
number of the Shares owned by management were sold pursuant to Rule 144 or a
registered offering, the market price of the Common Stock could be adversely
affected.
Forward-Looking Statements.
This Prospectus contains "forward looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Act of 1934, as amended, and as contemplated under the Private
Securities Litigation Reform Act of 1995, including statements regarding, among
other items, the Company's business strategies, continued growth in the
Company's markets, projections, and anticipated trends in the Company's
business and the industry in which it operates. The words "believe," "expect,"
"anticipate," "intends," "forecast," "project," and similar expressions
identify forward- looking statements. These forward-looking statements are
based largely on the Company's expectations and are subject to a number of
risks and uncertainties,certain of which are beyond the Company's control.
The Company cautions that these statements are further qualified by important
factors that could cause actual results to differ materially from those in the
forward looking statements, including those factors described under "Risk
Factors" and elsewhere herein In light of these risks and uncertainties, there
can be no assurance that the forward-looking information contained in this
Prospectus will in fact transpire or prove to be accurate. All subsequent
written and oral forward-looking statements attributable to the Company or
persons acting on its behalf are expressly qualified in their entirety by
this section.
Uncertainty Due to Year 2000 Problem.
The Year 2000 issue arises because many computerized systems use two digits
rather than four to identify a year. Date sensitive systems may recognize the
year 2000 as 1900 or some other date, resulting in errors when information
using the year 2000 date is processed. In addition, similar problems may
arise in some systems which use certain dates in 1999 to represent something
other than a date.
The effects of the Year 2000 issue may be experienced before, on, or after
January 1, 2000, and if not addressed, the impact on operations and financial
reporting may range from minor errors to significant system failure which could
affect the Company's ability to conduct normal business operations. This
creates potential risk for all companies, even if their own computer systems
are Year 2000 compliant. It is not possible to be certain that all aspects of
the Year 2000 issue affecting the Company, including those related to the
efforts of customers, suppliers, or other third parties, will be fully resolved.
The Company's Year 2000 plans are based on management's best estimates.
Based on currently available information, management does not believe that the
Year 2000 issues will have a material adverse impact on the Company's financial
condition or results of operations; however, because of the uncertainties in
this area, no assurances can be given in this regard.
RECENT ACCOUNTING PRONOUNCEMENTS
In March, 1998, the Accounting Standards Executive Committee issued
AICPA Statement of Position 98-1, "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use." Statement 98-1 provides
guidance on accounting for the costs of computer software developed or obtained
for internal the and assists in determination when computer software is for
internal use. Statement 98-1 is effective for fiscal years beginning after
December 15,1998, with earlier application permitted. We have not determined
the impact of the adoption of Statement 98-1 as this is highly dependent upon
the nature, timing and extent of future internal use software development.
In March, 1998, the Accounting Standards Executive Committee issued
AICPA Statement of Position 98-5, "Reporting on the Costs of Start-up
Activities." Statement 98-5 provides guidance on the financial reporting of
start up costs and organizations costs and organization costs. It requires
start up and organization costs to be expensed as incurred. Statement 98-5 is
effective for financial statements for fiscal years beginning after December
15, 1998. We have implemented Statement 98-5 during 1998 and do not expect it
to have a material impact on our financial position or result of operations.
In June, 1997, the Financial Accounting Board issued Statement of
Financial Accounting Standards No. 131 supersedes Statement 14, "Financial
Reporting for Segments of a Business Enterprise", and is effective for years
beginning after December 31, 1997. Statement 131 establishes standards for the
way that public business enterprises report selected information about
operating segments in financial reports. Statement 131 also establishes
standards for selated disclosures about products and services, geographic areas
and major customers. We have not yet determined the impact of the adoption of
Statements 131.
In June, 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 133," Accounting for Derivative
Instruments and Hedging Activities." Statement 133 changes the previous
accounting definition of "derivative" which focused on freestanding contracts
like options and forwards, including futures and swaps, expanding it to include
embedded derivatives and many commodity contracts. Under Statement 133, every
derivative recorded in the balance sheet as either an asset or liability
measured as its fair value. Statement 133 requires that changes in the
derivative fair value be recognized currently in earnings unless specified
hedge accounting criteria are met. Statement 133 is effective for fiscal years
beginning after June 15, 1999.
Earlier application is allowed as of the beginning of any quarter beginning
after issuance. We do not anticipate that Statement 133 will have a material
impact on our financial position or results of operations.
USE OF PROCEEDS
Following the sale of the 2,000,000 Shares Offered by the Company there
will be a gross proceeds of $100,000,000 (less certain expenses of this
offering). These proceeds will be used to provide start-up and working capital
for the Company.
The following table sets forth the use of proceeds from this offering
(based on the minimum and maximum offering amounts):
Use of Proceeds Minimum Offering
Amount Percent Maximum Offering
Amount Percent
Transfer Agent Fee $ 250.00 1.0% $1,000.00 1.0%
Legal Fees $ 10,0000.00 40.0% $25,000.00 25.0%
Printing Costs $ 100.00 0.4% $500.00 0.5%
Accounting Fees $ 1,000.00 4.0% $2,500.00 2.5%
Working Capital $ 21,150.00 54.6% $71,000.00 71.0%
Total $25,000.00 00.0% $100,000.00 100.0%
Management anticipates expending these funds for the purposes indicated
above. To the extent that expenditures are less than projected, the resulting
balances will be retained and used for general working capital purposes or
allocated according to the discretion of the Board of Directors. Conversely, to
the extent that such expenditures require the utilization of funds in excess of
the amounts anticipated, supplemental amounts may be drawn from other sources,
including, but not limited to, general working capital and/or external
financing. The net proceeds of this offering that are not expended immediately
may be deposited in interest or non-interest bearing accounts, or invested in
government obligations, certificates of deposit, commercial paper, money market
mutual funds, or similar investments.
DETERMINATION OF OFFERING PRICE
The offering price is not based upon the Company's net worth, total asset
value,or any other objective measure of value based upon accounting
measurements. The offering price is determined by the Board of Directors of
the Company and was determined arbitrarily based upon the amount of funds
needed by the Company to start-up the business, and the number of shares that
the initial shareholders were willing to allow to be sold.
DILUTION
"Net tangible book value" is the amount that results from subtracting the
total liabilities and intangible assets of an entity from its total assets.
"Dilution" is the difference between the public offering price of a security
and its net tangible book value per Share immediately after the Offering,
giving effect to the receipt of net proceeds in the Offering. As of _______,
1999, the net tangible book value of the Company was $________ or $._______
per Share.
Giving effect to the sale by the Company of all offered Shares at the public
offering price, the pro forma net tangible book value of the Company would be
$_________ or $_______ per Share, which would represent an immediate increase
of $_______ in net tangible book value per Share and $________ per Share
dilution per share to new investors. Dilution of the book value of the
Shares may result from future share offerings by the Company.
The following table illustrates the pro forma per Share dilution:
Assuming Maximum
Shares Sold
Offering Price (1) $0.05
Net tangible book value per share $0.00
before Offering (2)
Increase Attributable to purchase $0.02
of stock by new investors (3)
Net tangible book value per Share
after offering (4) $0.02
Dilution to new investors (5) $0.03
Percent Dilution to new investors
(6,7) 60%
(1) Offering price before deduction of offering expenses, calculated on a
"Common Share Equivalent" basis.
(2) The net tangible book value per share before the offering ($0.00) is
determined by dividing the number of Shares outstanding prior to this offering
into the net tangible book value of the Company.
(3) The net tangible book value after the offering is determined by adding the
net tangible book value before the offering to the estimated proceeds to the
Corporation from the current offering (assuming all the Shares are subscribed),
and dividing by the number of common shares outstanding.
(4) The net tangible book value per share after the offering ($0.02) is
determined by dividing the number of Shares that will be outstanding, assuming
sale of all the Shares offered, after the offering into the net tangible book
value after the offering as determined in note 3 above.
(5) The Increase Attributable to purchase of stock by new investors is derived
by taking the net tangible book value per share after the offering ($0.02) and
subtracting from it the net tangible book value per share before the offering
($0.00) for an increase of $0.03.
(6) The dilution to new investors is determined by subtracting the net tangible
book value per share after the offering ($0.02) from the offering price of the
Shares in this offering ($0.05), giving a dilution value of ($0.03).
(7) The Percent Dilution to new investors is determined by dividing the
Dilution to new investors ($0.03) by the offering price per Share ($0.05)
giving a dilution to new investors of 60%.
PLAN OF DISTRIBUTION
The Company will sell a maximum of 2,000,000 Shares of its common stock,
par value $.001 per Share to the public on a "best efforts" basis. The minimum
purchase required of an investor is $300.00. There can be no assurance that
any of these Shares will be sold. The gross proceeds to the Company will be
$100,000,00 if all the Shares offered are sold. No commissions or other fees
will be paid, directly or indirectly, by the Company, or any of its principals,
to any person or firm in connection with solicitation of sales of the shares,
certain costs are to be paid in connection with the offering (see "Use of
Proceeds"). The public offering price of the Shares will be modified, from time
to time, by amendment to this Prospectus, in accordance with changes in the
market price of the Company's common stock. These securities are offered by
the Company subject to prior sale and to approval of certain legal matters by
counsel.
Opportunity to Make Inquiries.
The Company will make available to each Offeree, prior to any sale of the
Shares, the opportunity to ask questions and receive answers from the Company
concerning any aspect of the investment and to obtain any additional
information contained in this Memorandum, to the extent that the Company
possesses such information or can acquire it without unreasonable effort or
expense.
Execution of Documents.
Each person desiring to subscribe to the Shares must complete, execute,
acknowledge, and delivered to the Company a Subscription Agreement, which will
contain, among other provisions, representations as to the investor's
qualifications to purchase the common stock and his ability to evaluate and
bear the risk of an investment in the Company. By executing the subscription
agreement, the subscriber is agreeing that if the Subscription Agreement it is
excepted by the Company, such a subscriber will be, a shareholder in the
Company and will be otherwise bound by the articles of incorporation and the
bylaws of the Company in the form attached to this Prospectus.
Promptly upon receipt of subscription documents by the Company, it will make
a determination as to whether a prospective investor will be accepted as a
shareholder in the Company. The Company may reject a subscriber's Subscription
Agreement for any reason. Subscriptions will be rejected for failure to conform
to the requirements of this Prospectus (such as failure to follow the proper
subscription procedure), insufficient documentation, over subscription to the
Company, or such other reasons other as the Company determines to be in the
best interest of the Company. If a subscription is rejected, in whole or in
part, the subscription funds, or portion thereof, will be promptly returned to
the prospective investor without interest by depositing a check (payable to
said investor) in the amount of said funds in the United States mail, certified
returned-receipt requested. Subscriptions may not be revoked, cancelled, or
terminated by the subscriber, except as provided herein.
LEGAL PROCEEDINGS
The Company is not a party to any material pending legal proceedings and,
to the best of its knowledge, no such action by or against the Company has been
threatened.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS,
AND CONTROL PERSONS
The names, ages, and respective positions of the directors, officers, and
significant employees of the Company are set forth below. All these persons
have held their positions since June 30, 1999. There are no other persons which
can be classified as a promoter or controlling person of the Company.
Dorothy Ann Shellabarger, Age 60. Dorothy Ann Shellabarger, President and
Director, has over 27 years marketing experience in various capacities relating
to the advertising field. From media director and strategist, encompassing
media buying and client budget developing and administration. Dottie has
originated and developed a national public relations campaign centered on the
"Commonwealth Critter". Dorothy has a Bachelor of Science Degree in Business
Administration with an emphasis in marketing.
Lisa A. Schiano, Age 40, Secretary and Director with over 15 years training,
coordination and managerial experience. Lisa is an educator in the Clark
County School District implementing Columbia University, NYC, reading, writing
and research programs, as well as writing and receiving Wells Fargo Literacy
Grants for Education for the Clark County School District. Previously a
coordinator for Estee Lauder, Inc., Manhattan, NYC for 10 years and prior to
an Administrative Assistant to the President of McCann-Erickson Advertising,
NYC. Lisa is a Summa Cum Laude graduate with a Master of Science degree in
Education from Dowling College, Long Island, New York. In addition, Lisa has
written and published articles for the Make -A-Wish Foundation based in Arizona
and is adept at American Sign Language and Spanish.
Lisa R. Kerr, Age 38. Lisa R. Kerr is a Conservation Educator with 6 years
experience in the State of Recreation. Lisa has conducted out reach programs
for elementary age children and has acquired a broad array of knowledge in
Environmental Education and Native American cultures. Lisa has participated in
and conducted a variety of extended programs. She is a devoted conservationist
and researcher relating to the field of environmental conservation. Lisa is
well educated in the field of conversation.
Laurie C. Gillespie, Age 40. Laurie C. Gillespie is a Human Resource
Specialist and Product Development Director with over 10 years experience.
Previously assisted in daily operations of benefit programs, provider
relations, client/vendormeetings, as well as performing experience analysis,
preparing periodic reports and proposals requests in accordance with
Standards of Practice. Prior to, Laurie worked in the Marketing Department
of Kaiser Permanente Health Plan as a Sales and Marketing Technician.
Acquired her BA degree from San Diego State University and is currently
working towards completion of her Health Insurance Associate coursework with
designation expected within the upcoming year.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of the date of this Prospectus, the
outstanding Shares of common stock of the Company owned of record or
beneficially by each person who owned of record, or was known by the Company to
own beneficially, more than 5% of the Company's Common Stock, and the name and
share holdings of each officer and director and all officers and directors as a
group.
Title of Class Name of Beneficial Owner (1) Amount and Nature of
Beneficial Owner (2) Percent of
Class
Common Stock Dorothy A. Shellabarger,
President and Director 1,000,000 25.0%
Common Stock
Lisa A. Schiano
Treasurer and Secretary 1,000,000 25.0
Common Stock
Lisa R. Kerr,
Secretary and
Director 1,000,000 25.0%
Common Stock
Laurie C. Gillespie,
Director
1,000,000 25.0%
(1) None of the Officers, Directors or existing shareholders do not have the
right to acquire any amount of the Shares within sixty days from options,
warrants, rights, conversion privilege, or similar obligations.
DESCRIPTION OF SECURITIES
General Description
The securities being offered are shares of common stock. The Articles of
Incorporation authorize the issuance of 25,000,000 shares of common stock, with
a par value of $0.0001. The holders of the Shares: (a) have equal ratable
rights to dividends from funds legally available therefore, when, as, and if
declared by the Board of Directors of the Company; (b) are entitled to share
ratably in all of the assets of the Company available for distribution upon
winding up of the affairs of the Company; (c) do not have preemptive
subscription or conversion rights and there are no redemption or sinking fund
applicable thereto; and (d) are entitled to one non-cumulative vote per share
on all matters on which shareholders may vote at all meetings of shareholders.
These securities do not have any of the following rights: (a) cumulative or
special voting rights; (b) preemptive rights to purchase in new issues of
Shares; (c) preference as to dividends or interest; (d) preference upon
liquidation; or (e) any other special rights or preferences. In addition,
the Shares are not convertible into any other security. There are no
restrictions on dividends under any loan other financing arrangements or
otherwise. See a copy of the Articles of Incorporation, and amendments
thereto, and Bylaws of the Company, attached as Exhibit 3.1 and Exhibit 3.2,
respectively, to this Form SB-2. As of the date of this Form SB-2,
the Company has ________ Shares of common stock outstanding.
Non-Cumulative Voting
The holders of Shares of Common Stock of the Company do not have
cumulative voting rights, which means that the holders of more than 50% of such
outstanding Shares, voting for the election of directors, can elect all of the
directors to be elected, if they so choose. In such event, the holders of the
remaining Shares will not be able to elect any of the Company's directors.
Dividends
The Company does not currently intend to pay cash dividends. The Company's
proposed dividend policy is to make distributions of its revenues to its
stockholders when the Company's Board of Directors deems such distributions
appropriate. Because the Company does not intend to make cash distributions,
potential shareholders would need to sell their shares to realize a return on
their investment. There can be no assurances of the projected values of the
shares, nor can there be any guarantees of the success of the Company.
A distribution of revenues will be made only when, in the judgment of the
Company's Board of Directors, it is in the best interest of the Company's
stockholders to do so. The Board of Directors will review, among other things,
the investment quality and marketability of the securities considered for
distribution; the impact of a distribution of the investee's securities on its
customers, joint venture associates, management contracts, other investors,
financial institutions, and the company's internal management, plus the tax
consequences and the market effects of an initial or broader distribution of
such securities.
Possible Anti-Takeover Effects of Authorized but Unissued Stock
Upon the completion of this Offering, the Company's authorized but unissued
capital stock will consist of 19,000,000 Shares (assuming the entire
offering is sold) of common stock. One effect of the existence of authorized
but unissued capital stock may be to enable the Board of Directors to render
more difficult or to discourage an attempt to obtain control of the Company by
means of a merger, tender offer, proxy contest, or otherwise, and thereby to
protect the continuity of the Company's management. If, in the due exercise
of its fiduciary obligations, for example, the Board of Directors were to
determine that a takeover proposal was not in the Company's best interests,
such shares could be issued by the Board of Directors without stockholder
approval in one or more private placements or other transactions that might
prevent, or render more difficult or costly, completion of the takeover
transaction by diluting the voting or other rights of the proposed acquiror or
insurgent stockholder or stockholder group, by creating a substantial voting
block in institutional or other hands that might undertake to support the
position of the incumbent Board of Directors, by effecting an acquisition
that might complicate or preclude the
takeover, or otherwise.
Transfer Agent
The Company intends to engage the services of Pacific Stock Transfer
Company, P.O. Box 93385 Las Vegas, Nevada 89193 (702) 361-3033 Fax (702) 732-
7890.
INTEREST OF NAMED EXPERTS AND COUNSEL
No named expert or counsel was hired on a contingent basis, will receive
a direct or indirect interest in the small business issuer, or was a promoter,
underwriter, voting trustee, director, officer, or employee of the small
business issuer.
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
No director of the Company will have personal liability to the Company or
any of its stockholders for monetary damages for breach of fiduciary duty as a
director involving any act or omission of any such director since provisions
have been made in the Articles of Incorporation limiting such liability. The
foregoing provisions shall not eliminate or limit the liability of a director
(i) for any breach of the director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or, which involve
intentional misconduct or a knowing violation of law, (iii) under applicable
Sections of the Nevada Revised Statutes, (iv) the payment of dividends in
violation of Section 78.300 of the Nevada Revised Statutes or, (v) for any
transaction from which the director derived an improper personal benefit.
The By-laws provide for indemnification of the directors, officers, and
employees of the Company in most cases for any liability suffered by them or
arising out of their activities as directors, officers, and employees of the
Company if they were not engaged in willful misfeasance or malfeasance in the
performance of his or her duties; provided that in the event of a settlement
the indemnification will apply only when the Board of Directors approves such
settlement and reimbursement as being for the best interests of the
Corporation. The Bylaws, therefore, limit the liability of directors to the
maximum extent permitted by Nevada law (Section 78.751).
The officers and directors of the Company are accountable to the Company
as fiduciaries, which means they are required to exercise good faith and
fairness in all dealings affecting the Company. In the event that a shareholder
believes the officers and/or directors have violated their fiduciary duties to
the Company, the shareholder may, subject to applicable rules of civil
procedure, be able to bring a class action or derivative suit to enforce the
shareholder's
rights, including rights under certain federal and state securities laws and
regulations to recover damages from and require an accounting by management..
Shareholders who have suffered losses in connection with the purchase or sale
of their interest in the Company in connection with such sale or purchase,
including the misapplication by any such officer or director of the proceeds
from the sale of these securities, may be able to recover such losses from the
Company.
The registrant undertakes the following:
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors,
officers and controlling persons of the small business issuer
pursuant to the foregoing provisions, or otherwise, the small
business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore,
unenforceable.
ORGANIZATION WITHIN LAST FIVE YEARS
The names of the promoters of the registrant are the officers and directors
as disclosed elsewhere in this Form SB-2. None of the promoters have received
anything of value from the registrant.
DESCRIPTION OF BUSINESS
1. Company /Business Summary
BROOKSIDE.COM. INC., (the "Company"), was incorporated on JUNE 30, 1999,
under the laws of the State of Nevada, to engage in any lawful corporate
undertaking, including, but not limited to, selected mergers and acquisitions.
The Company has been in the developmental stage since inception and has no
operations date. Other than issuing shares to its original shareholders, the
Company never commenced any operational activities.
The Company was formed for the purpose of creating a corporation which
could be used to consummate a merger or acquisition. Dorothy Ann Shellabarger
serves as President and Director. Lisa R. Kerr serves as Secretary and
Director; and Laurie C. Gillespie serves as a Director (collectively referred
to as "Directors". The Directors determined next to proceed with filing a
Form SB-2.
The Directors, elected to commence implementation of the Company's
principal business purpose, described below under "Item 2, Plan of Operation".
As such, the Company can be defined as a "shell" company, whose sole purpose
at this time is to locate and consummate a merger or acquisition with a
private entity.
The proposed business activities described herein classify the Company
as a "blank check" company. Many states have enacted statutes, rules and
regulations limiting the sale of securities of "blank check" companies in
their respective jurisdictions. Management does not intend to undertake any
efforts to cause a market to develop in the Company's securities until such
time as the Company has successfully implemented its business plan described
herein. Accordingly, each shareholder of the Company has executed and
delivered a "lock-up" letter agreement, affirming that he/she will not sell
his/her respective shares of the Company's common stock until such time as the
Company has successfully consummated a merger or acquisition and the Company
is no longer classified as a "blank check" company. In order to provide
further assurances that no trading will occur in the Company's securities
until a merger or acquisition has been consummated, each shareholder has
agreed to place his/her respective stock certificate with the Company's legal
counsel, who will not release these respective certificates until such time as
legal counsel has confirmed that a merger or acquisition has been successfully
consummated. However, while management believes that the procedures
established to preclude any sale of the Company's securities prior to closing
of a merger or acquisition will be sufficient, there can be no assurances that
the procedures established herein will unequivocally limit any shareholder's
ability to sell their respective securities before such closing. The Company's
business is subject to numerous risk factors, including the following:
ITEM 2. PLAN OF OPERATION
The Registrant intends to seek to acquire assets or shares of an entity
actively engaged in business which generates revenues, in exchange for its
securities. The Registrant has no particular acquisitions in mind and has not
entered into any negotiations regarding such an acquisition. None of the
Company's officers, directors, promoters or affiliates have engaged in any
preliminary contact or discussions with any representative of any other
company regarding the possibility of an acquisition or merger between the
Company and such other company as of the date of this registration statement.
While the Company will attempt to obtain audited financial statements of
a target entity, there is no assurance that such audited financial statements
will be available. The Board of Directors does intend to obtain certain
assurances of value of the target entity's assets prior to consummating such a
transaction, with further assurances that an audited statement would be
provided within seventy-five days after closing of such a transaction.
Closing documents relative thereto will include representations that the value
of the assets conveyed to or otherwise so transferred will not materially
differ from the representations included in such closing ocuments.
The Registrant has no full time employees. The Registrant's two
officers have agreed to allocate a portion of their time to the activities of
the Registrant, without compensation. Management anticipates that the
business plan of the Company can be implemented by each officer devoting
approximately 10 hours per month to the business affairs of the Company and,
consequently, conflicts of interest may arise with respect to the limited time
commitment by
such officers. See "ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL PERSONS."
The Company's officers and directors may, in the future, become involved
with other companies which have a business purpose similar to that of the
Company. As a result, additional conflicts of interest may arise in the
future. If such a conflict does arise and an officer or director of the
Company is presented with a business opportunity under circumstances where
there may be a doubt as to whether the opportunity should belong to the
Company or another "blank check" company they are affiliated with, they will
disclose the opportunity to all such companies. If a
situation arises in which more than one company desires to merge with or
acquire that target company and the principals of the proposed target company
have no preference as to which company will merge or acquire such target
company, the company of which Mr. Dhonau first became an officer and director
will be entitled to proceed with the transaction. As between the Company and
the three other companies formed on December 9, 1996, the company which first
filed a registration statement with the Securities and Exchange Commission
will be entitled to proceed with the proposed transaction. See "ITEM 5,
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS - PREVIOUS BLIND
POOL ACTIVITIES."
The Company is filing this registration statement on a voluntary basis
because the primary attraction of the Registrant as a merger partner or
acquisition vehicle will be its status as an SEC reporting company. Any
business combination or transaction will likely result in a significant
issuance of shares and substantial dilution to present stockholders of the
Registrant.
The Articles of Incorporation of the Company provides that the Company
may indemnify officers and/or directors of the Company for liabilities, which
can include liabilities arising under the securities laws. Therefore, assets
of the Company could be used or attached to satisfy any liabilities subject to
such indemnification. See "ITEM 12, INDEMNIFICATION OF IRECTORS AND
OFFICERS."
GENERAL BUSINESS PLAN
The Company's purpose is to seek, investigate and, if such investigation
warrants, acquire an interest in business opportunities presented to it by
persons or firms who or which desire to seek the perceived advantages of an
Exchange Act registered corporation. The Company will not restrict its search
to any specific business, industry, or geographical location and the Company
may participate in a business venture of virtually any kind or nature. This
discussion of the proposed business is purposefully general and is not meant
to be restrictive of the Company's virtually unlimited discretion to search
for and enter into potential business opportunities. Management anticipates
that it will be able to participate in only one potential business venture
because the Company has nominal assets and limited financial resources. See
Item F/S, "Financial Statements." This lack of diversification should be
considered a substantial risk to shareholders of the Company because it will
not permit the Company to offset potential losses from one venture against
gains from another.
The Company may seek a business opportunity with entities which have
recently commenced operations, or which wish to utilize the public marketplace
in order to raise additional capital in order to expand into new products or
markets, to develop a new product or service, or for other corporate purposes.
The Company may acquire assets and establish wholly-owned subsidiaries in
various businesses or acquire existing businesses as subsidiaries.
The primary method the Company will use to find potential merger or
acquisition candidates will be to run classified ads in the Wall Street
Journal periodically seeking companies which are looking to merge with a
public shell.
The Company anticipates that the selection of a business opportunity in
which to participate will be complex and extremely risky. Due to general
economic conditions, rapid technological advances being made in some
industries and shortages of available capital, management believes that there
are numerous firms seeking the perceived benefits of a publicly registered
corporation. Such perceived benefits may include facilitating or improving the
terms on which additional equity financing may be sought, providing liquidity
for incentive stock options or similar benefits to key employees, providing
liquidity (subject to restrictions of applicable statutes) for all
shareholders and other factors. Business opportunities may be available in
many different industries and at various stages of development, all of which
will make the task of comparative investigation and analysis of such business
opportunities extremely difficult and complex.
The Company has, and will continue to have, no capital with which to
provide the owners of business opportunities with any significant cash or
other assets. However, management believes the Company will be able to offer
owners of acquisition candidates the opportunity to acquire a controlling
ownership interest in a publicly registered company without incurring the cost
and time required to conduct an initial public offering. The owners of the
business opportunities will, however, incur significant legal and accounting
costs in connection with the acquisition of a business opportunity, including
the costs of preparing Form 8-K's, 10-K's or 10-KSB's, agreements and related
reports and documents. The Securities Exchange Act of 1934 (the "34 Act"),
specifically requires that any merger or acquisition candidate comply with all
applicable reporting requirements, which include providing audited financial
statements to be included within the numerous filings relevant to complying
with the 34 Act. Nevertheless, the officers and directors of the Company have
not conducted market research and are not aware of statistical data which
would support the perceived benefits of a merger or acquisition transaction
for the owners of a business opportunity.
The analysis of new business opportunities will be undertaken by, or
under the supervision of, the officers and directors of the Company, none of
whom is a professional business analyst. Management intends to concentrate on
identifying preliminary prospective business opportunities which may be
brought to its attention through present associations of the Company's two
officers, or by the Company's shareholders. In analyzing prospective business
opportunities, management will consider such matters as the available
technical, financial and managerial resources; working capital and other
financial requirements; history of operations, if any; prospects for the
future; nature of present and expected competition; the quality and experience
of management services which may be available and the depth of that
management; the potential for further research, development, or exploration;
specific risk factors not now foreseeable but which then may be anticipated to
impact the proposed activities of the Company; the potential for growth or
expansion; the potential for profit; the perceived public recognition or
acceptance of products, services, or trades; name identification; and other
relevant factors. Management will meet personally with management and key
personnel of the business opportunity as part of their investigation. To the
extent possible, the Company intends to utilize written reports and personal
investigation to evaluate the above factors. The Company will not acquire or
merger with any company for which audited financial statements cannot be
obtained within a reasonable period of time after closing of the proposed
transaction.
Management of the Company, while not especially experienced in matters
relating to the new business of the Company, will rely upon their own efforts
and, to a much lesser extent, the efforts of the Company's shareholders, in
accomplishing the business purposes of the Company. It is not anticipated
that any outside consultants or advisors, other than the Company's legal
counsel and accountants, will be utilized by the Company to effectuate its
business purposes described herein. However, if the Company does retain such
an outside consultant or advisor, any cash fee earned by such party will need
to be paid by the prospective merger/acquisition candidate, as the Company has
no cash assets with which to pay such obligation. There have been no
discussions, understandings, contracts or agreements with any outside
consultants and none are anticipated in the future. In the past, the
Company's management has never used outside consultants or advisors in
connection with a merger or acquisition.
The Company will not restrict its search for any specific kind of firms,
but may acquire a venture which is in its preliminary or development stage,
which is already in operation, or in essentially any stage of its corporate
life. It is impossible to predict at this time the status of any business in
which the Company may become engaged, in that such business may need to seek
additional capital, may desire to have its shares publicly traded, or may seek
other perceived advantages which the Company may offer. However, the Company
does not intend to obtain funds in one or more private placements to finance
the operation of any acquired business opportunity until such time as the
Company has successfully consummated such a merger or acquisition. The
Company also has no plans to conduct any offerings under Regulation S.
ACQUISITION OF OPPORTUNITIES
In implementing a structure for a particular business acquisition, the
Company may become a party to a merger, consolidation, reorganization, joint
venture, or licensing agreement with another corporation or entity. It may
also acquire stock or assets of an existing business. On the consummation of
a transaction, it is probable that the present management and shareholders of
the Company will no longer be in control of the Company. In addition, the
Company's directors may, as part of the terms of the acquisition transaction,
resign and be replaced by new directors without a vote of the Company's
shareholders.
It is anticipated that the Company's principal shareholders may actively
negotiate or otherwise consent to the purchase of a portion of their common
stock as a condition to, or in connection with, a proposed merger or
acquisition transaction. Any terms of sale of the shares presently held by
officers and/or directors of the Company will be also afforded to all other
shareholders of the Company on similar terms and conditions. The policy set
forth in the preceding sentence is based on an understanding between the two
members of management, and these two persons are not aware of any
circumstances under which this policy would change while they are still
officers and directors of the Company. Any and all such sales will only be
made in compliance with the securities laws of the United States and any
applicable state.
It is anticipated that any securities issued in any such reorganization
would be issued in reliance upon exemption from registration under applicable
federal and state securities laws. In some circumstances, however, as a
negotiated element of its transaction, the Company may agree to register all
or a part of such securities immediately after the transaction is consummated
or at specified times thereafter. If such registration occurs, of which there
can be no assurance, it will be undertaken by the surviving entity after the
Company has successfully consummated a merger or acquisition and the Company
is no longer considered a "shell" company. Until such time as this occurs,
the Company will not attempt to register any additional securities. The
issuance of substantial additional securities and their potential sale into
any trading market which may develop in the Company's securities may have a
depressive effect on the value of the Company's securities in the future, if
such a market develops, of which there is no assurance.
While the actual terms of a transaction to which the Company may be a
party cannot be predicted, it may be expected that the parties to the business
transaction will find it desirable to avoid the creation of a taxable event
and thereby structure the acquisition in a so-called "tax-free" reorganization
under Sections 368a or 351 of the Internal Revenue Code (the "Code").
With respect to any merger or acquisition, negotiations with target
company management is expected to focus on the percentage of the Company which
target company shareholders would acquire in exchange for all of their
shareholdings in the target company. Depending upon, among other things, the
target company's assets and liabilities, the Company's shareholders will in
all likelihood hold a substantially lesser percentage ownership interest in
the Company following any merger or acquisition. The percentage ownership may
be subject to significant reduction in the event the Company acquires a target
company with substantial assets. Any merger or acquisition effected by the
Company can be expected to have a significant dilutive effect on the
percentage of shares held by the Company's then-shareholders.
The Company will participate in a business opportunity only after the
negotiation and execution of appropriate written agreements. Although the
terms of such agreements cannot be predicted, generally such agreements will
require some specific representations and warranties by all of the parties
thereto, will specify certain events of default, will detail the terms of
closing and the conditions which must be satisfied by each of the parties
prior to and after such closing, will outline the manner of bearing costs,
including costs associated with the Company's attorneys and accountants, will
set forth remedies on default and will include miscellaneous other terms.
As stated hereinabove, the Company will not acquire or merge with any
entity which cannot provide independent audited financial statements within a
reasonable period of time after closing of the proposed transaction. The
Company is subject to all of the reporting requirements included in the 34
Act. Included in these requirements is the affirmative duty of the Company to
file independent audited financial statements as part of its Form 8-K to be
filed with the ecurities and Exchange Commission upon consummation of a merger
or acquisition, as well as the Company's audited financial statements included
in its annual report on Form 10-K (or 10-KSB, as applicable). If such audited
financial statements are not available at closing, or within time
parameters necessary to insure the Company's compliance with the requirements
of the 34 Act, or if the audited financial statements provided do not conform
to the representations made by the candidate to be acquired in the closing
documents, the closing documents may provide that the proposed transaction
will be voidable, at the discretion of the present management of the Company.
The Company's officers and shareholders have verbally agreed that they
will advance to the Company any additional funds which the Company needs for
operating capital and for costs in connection with searching for or completing
an acquisition or merger. These persons have further agreed that such
advances will be made in proportion to each person's percentage ownership of
the Company. These persons have also agreed that such advances will be made
interest free without expectation of repayment unless the owners of the
business which the Company acquires or merges with agree to repay all or a
portion of such advances. There is no dollar cap on the amount of money which
such persons will advance to the Company. The Company will not borrow any
funds from anyone other than its current shareholders for the purpose of
repaying advances made by the shareholders, and the Company will not borrow
any funds to make any payments to the Company's promoters, management or their
affiliates or associates.
The Board of Directors has passed a resolution which prohibits the
Company from completing an acquisition or merger with any entity in which any
of the Company's Officers, Directors, principal shareholders or their
affiliates or associates serve as officer or director or hold any ownership
interest. Management is not aware of any circumstances under which this
policy, through their own initiative may be changed.
There are no arrangements, agreements or understandings between non-
management shareholders and management under which non-management management
of the Company's affairs. There is no agreement that non-management
shareholders will exercise their voting rights to continue to re-elect the
current directors, however, it is expected that they will do so
based on the existing friendship among such persons.
COMPETITION
The Company will remain an insignificant participant among the firms
which engage in the acquisition of business opportunities. There are many
established venture capital and financial concerns which have significantly
greater financial and personnel resources and technical expertise than the
Company. In view of the Company's combined extremely limited financial
resources and limited management availability, the Company will continue to be
at a significant competitive disadvantage compared to the Company's
competitors.
YEAR 2000 COMPLIANCE
The Company is aware of the issues associated with the programming code
in existing computer systems as the year 2000 approaches. The Company has
assessed these issues as they relate to the Company, and since the Company
currently has no operating business and does not use any computers, and since
it has no customers, suppliers or other constituents, it does not believe that
there are any material year 2000 issues to disclose in this Form 10-SB.
DESCRIPTION OF PROPERTY
The Company does not currently own any property.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There are no relationships, transactions, or proposed transactions to which
the registrant was or is to be a party, in which any of the named persons set
forth in Item 404 of Regulation SB had or is to have a direct or indirect
material interest.
MARKET FOR COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS.
The Shares have not previously been traded on any securities exchange. At
the present time, there are no assets available for the payment of dividends on
the Shares.
EXECUTIVE COMPENSATION
(a) There are no annuity, pension or retirement benefits proposed to
be paid to officers, directors, or employees of the corporation in the event
of retirement at normal retirement date pursuant to any presently existing
plan provided or contributed to by the corporation or any of its subsidiaries.
(b) No remuneration is proposed to be in the future directly or
indirectly by the corporation to any officer or director under any plan
which is presently existing.
FINANCIAL STATEMENTS
The Financial Statements required by Item 310 of Regulation S-B are
attached as Exhibit 99.1 to this Form SB-2.
CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
Since the inception of the Company in June 30, 1999, the principal
independent accountant for the Company has neither resigned (or declined to
stand for reelection) nor been dismissed. The independent accountant for the
Company is Kurt Saliger. Mr. Saliger was engaged by the Company on or about
July 31, 1999.
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Information on this item is set forth in Propsectus under the heading
"Disclosure of Commission Position on Indemnification for Securities Act
Liabilities."
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Information on this item is set forth in the Prospectus under the heading
"Use of Proceeds."
RECENT SALES OF UNREGISTERED SECURITIES
None.
EXHIBITS
The Exhibits required by Item 601 of Regulation S-B, and an index
thereto, are attached.
UNDERTAKINGS
The undersigned registrant hereby undertakes to:
(a) (1) File, during any period in which it offers or sells securities,
a post-effective amendment to this registration statement to:
(i) Include any prospectus required by section 10(a)(3) of
the Securities Act;
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information in the registration statement; and Notwithstanding the
forgoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed
that which was registered) and any deviation From the low or high
end of the estimated maximum offering range may be reflected in the
form of prospects filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in the volume and price represent
no more than a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the
effective registration statement.
(iii) Include any additional or changed material information
on the plan of distribution.
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial
bona fide offering.
(3) File a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering.
(b) Provide to the underwriter at the closing specified in the underwriting
agreement certificates in such denominations and registered in such
names as required by the underwriter to permit prompt delivery to each
purchaser.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the pursuant to the foregoing provisions, or
otherwise, the small business issuer has been advised "Act") may be
permitted to directors, officers and controlling persons of the small
business issuer that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by
the small business issuer of expenses incurred or paid by a director,
officer or controlling person of the small business issuer in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the small business issuer will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed
in the Securities Act and will be governed by the final adjudication of
such issue.
TABLE OF CONTENTS
PAGE #
INDEPENDENT AUDITORS REPORT 1
ASSETS 2
LIABILITIES AND STOCKHOLDERS' EQUITY 3
STATEMENT OF OPERATIONS 4
STATEMENT OF STOCKHOLDERS' EQUITY 5
STATEMENT OF CASH FLOWS 6
NOTES TO FINANCIAL STATEMENTS 7-11
BROOKSIDE.COM, INC.
FINANCIAL STATEMENTS
OCTOBER 31, 1999
BROOKSIDE.COM, INC.
FINANCIAL STATEMENTS
TABLE OF CONTENTS
PAGE
INDEPENDENT AUDITOR=S REPORT 1
FINANCIAL STATEMENTS
BALANCE SHEET 2
STATEMENT OF OPERATIONS 3
STATEMENT OFCHANGES IN STOCKHOLDERS' EQUITY 4
STATEMENT OF CASH FLOWS 5
NOTES TO FINANCIAL STATEMENTS 6-7
INDEPENDENT AUDITOR'S REPORT
Board of Directors
BROOKSIDE.COM, INC.
Las Vegas, Nevada
I have audited the accompanying balance sheets of Brookside.com, Inc. (a
development stage company), as of October 31, 1999, and the related statements
of operations, stockholders' equity and cash flows from June 30, 1999 (
inception) to October 31, 1999. These financial statements are the
responsibility of the Company's management. My responsibility is to express
an opinion on these financial statements based on my audits.
I conducted our audit in accordance with generally accepted auditing
standards. Those standards require that I 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. I believe that my audit provides a reasonable basis
for my opinion.
In my opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Brookside.com, Inc. (a development stage company)
at October 31, 1999 and the results of its operations and its
cash flows from June 30, 1999 ( inception) to October 31,
1999 in conformity with generally accepted accounting
principles.
The accompany financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 4 to the financial
statements, the Company has had no operations and has no established source of
revenue. This raises substantial doubt about its ability to continue as a
going concern. Management's plan 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.
KURT D. SALIGER, C.P.A.
November 20,1999
BROOKSIDE.COM, INC.
A DEVELOPMENT STAGE COMPANY
BALANCE SHEET
October 31, 1999
ASSETS
CURRENT ASSETS
Cash $ 0
TOTAL CURRENT ASSETS $ 0
OTHER ASSETS $...0_
Investments $...0
TOTAL OTHER ASSETS $...0
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES $...0
Accounts Payable $...0
TOTAL CURRENT LIABILITIES $...0
LONG-TERM DEBT $...0
STOCKHOLDERS' EQUITY
Common Stock, $.001 par value
authorized 25,000,000 shares; no shares
issued and outstanding at October 31, 1999
4,000,000 shares $4.000
Stock Subscription Receivable ($4.000
Additional Paid In Capital $0
Deficit Accumulated During Development Stage ...$0
TOTAL STOCKHOLDERS' EQUITY $0
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 0
See accompanying notes to financial statements.
2
BROOKSIDE.COM, INC.
A DEVELOPMENT STAGE COMPANY
STATEMENT OF OPERATIONS
June 30, 1999 (Inception) to October 31, 1999
INCOME
Revenue $ 0
TOTAL INCOME 0
EXPENSES
General and Administrative 0
TOTAL EXPENSES 0
NET PROFIT (LOSS) 0
NET PROFIT (LOSS) $ 0
PER SHARE-BASIC & DILUTED $0.0000
AVERAGE NUMBER OF SHARES OF
COMMON STOCK OUTSTANDING $4,000,000
See accompanying notes to financial statements.
3
BROOKSIDE.COM, INC.
A DEVELOPMENT STAGE COMPANY
STATEMENT OF STOCKHOLDERS' EQUITY
October 31, 1999
Common Stock
Number Retained Earnings
of during Development
Shares Amount Stage
Balance January 1,1999 0 $0
June 30, 1999 (inception)
issued to officers and
directors 4,000,000 $4,000
Net Income June 30, 1999
(Inception)
to October 31, 1999 $0
Balance
October 31, 1999 4,000,000 $4,000 $0 $0
See accompanying notes to financial statements.
4
BROOKSIDE.COM, INC.
A DEVELOPMENT STAGE COMPANY
STATEMENT OF CASH FLOWS
June 30, 1999 (Inception) to October 31, 1999
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 0
Net (Loss)
Amortization and depreciation $ 0
Accounts Payable
CASH FLOWS FROM OPERATING ACTIVITIES
Issue common stock
Treasury stock
Net Increase in Cash 0
Decrease in Cash
Cash, Beginning ,June 30, 1999 $ 0
Cash, Ending October 31, 1999 $ 0
See accompanying notes to financial statements.
5
BROOKSIDE.COM, INC.
A DEVELOPMENT STAGE COMPANY
NOTES TO FINANCIAL STATEMENTS
June 30, 1999 (Inception) to October 31, 1999
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized June 30, 1999 under the laws of the State of
Nevada, under the name Brookside.Com, Inc. The Company currently has no
operations and, in accordance with SFAS #7, is considered a development stage
company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Method
The Company records income and expenses on the accrual method of accounting
Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities, and the reported amounts of
revenue and expenses during the reporting period. Actual results could differ
from those estimates.
For the statements of cash flows, all highly liquid investments with a
maturity of three months or less are .considered to be cash equivalents.
There were no cash equivalents as of October 31, 1999.
Fixed assets
The Company does not maintain or control any fixed assets.
Income taxes
Income taxes are provided for using the liability method of accounting in
accordance with Statement of Financial Accounting Standards No. 109 (SFAS
#109) "Accounting for Income Taxes." A deferred tax asset or liability is
recorded for all temporary differences between financial and tax reporting.
Deferred tax expense (benefit) results from the net change during the year of
deferred tax assets and liabilities
.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Loss Per Share
Net loss per share is provided in accordance with Statement of Financial
Accounting Standards No. 128 (SFAS #128) "Earnings Per Share." Basic loss
per share is computed by dividing losses available to common stockholders by
the weighted average number of common shares outstanding during the period.
Diluted loss per share reflects per share amounts that would resulted if
dilutive common stock equivalents had been converted to common stock. As of
December 31, 1997 and 1998 and July 31, 1999, the Company had no dilutive
common stock equivalents such as stock options.
NOTE 3 - STOCKHOLDERS' EQUITY
The authorized common stock of Brookside.Com, Inc. consists of 25,000,000
shares of its $0.001 par value per share.
The Company has issued 4,000,000 shares of its common stock.
The Company has no preferred stock.
NOTE 4 - GOING CONCERN
The Company's financial statements are prepared using the generally
accepted accounting principles applicable to a going concern, which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business. However, the Company has no current source of
revenue. Without realization of additional capital, it would be unlikely for
the Company to continue as a going concern.
BYLAWS
OF
THEINTERNETCORP.NET, INC.
ARTICLE I: OFFICES
The principal office of the Corporation in the Sate of Nevada shall be
located in Las Vegas, County of Clark, the Corporation may have such other
offices, either within or without the State of Nevada, as the Board of
Directors my designate or as the business of the Corporation may require from
time to time.
ARTICLE II: SHAREHOLDERS
SECTION 1. Annual Meeting. The annual meeting of the shareholders shall
be held on the 15th day in the month of December in each year, beginning with
the transaction of such other business as my come before the meeting. If the
day fixed for the annual meeting shall be a legal holiday in the Sate of
Nevada, such meeting shall be held on the next succeeding business day. If the
election of Directors shall be held on the day designated herein for any annual
meeting of the shareholders or at any adjournment thereof, the Board of
Directors shall cause the election to be held at a special meeting of the
shareholders as soon thereafter as conveniently may be.
SECTION 2. Special Meetings. Special meeting of the shareholders, for any
purpose or purposes, unless otherwise prescribed by statute, may be called by
the President or by the Board of Directors, and shall be called by the President
at the request of the holders of not less than ten percent (10%) of all the
outstanding shares of the Corporation entitled to vote at the meeting.
SECTION 3. Place of Meeting. The Board of Directors my designate any
place, either within our without the State of Nevada, unless otherwise
prescribed by statute, as the place of meeting for any annual meeting or for any
special meeting. A waiver of notice signed by all shareholders entitled to
vote at a meeting may designate any place, either within our without the State
of Nevada, unless otherwise prescribed by statute, as the place for the holding
of such meeting. If no designation is made, the place of meeting shall be the
principal office of the Corporation.
SECTION 4. Notice of Meeting. Written notice stating the place, day and
hour of the meeting and, in case of a special meeting, the purpose or purposes
for which the meeting is called, shall unless otherwise prescribed by statute,
be delivered not less than ten (10) nor more than sixty (60) days before the
date of the meeting, to each shareholder of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered when deposited
in the United States Mail, addressed to the shareholder at his address as it
appears on the stock transfer books of the Corporation, with postage thereon
prepaid.
SECTION 5. Closing of Transfer Books or Fixing of Record. For the purpose
of determining shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or shareholders entitled to receive
payment of any dividend, or in order to make a determination of shareholders
for any other proper purpose, the Board of Directors of the Corporation may
provide that the stock transfer books shall be closed for a stated period, but
not to exceed in any case fifty (50) days. If the stock transfer books shall be
closed for the purpose of determining shareholders entitled to notice of or to
vote at a meeting of shareholders, such books shall be closed for at least
fifteen (15) days immediately preceding such meeting. In lieu of closing the
stock transfer books, the board of Directors may fix in advance a date as the
record date for any such determination of shareholders, such date in any case to
be not more than thirty (30) days and, in case of a meeting of shareholders,
not less than ten (10) days, prior to the date on which the particular action
requiring such determination of shareholders is to be taken. If the stock
transfer books are not closed and no record date is fixed for the determination
of shareholders entitled to notice of or to vote at a meeting of shareholders,
or shareholders entitled to receive payment of a dividend, the date on which
notice of the meeting is mailed or the date on which the resolution of the Board
of Directors declaring such dividend is adopted, as the case may be, shall be
the record date for such determination of shareholders. When a determination
of shareholders entitled to vote at any meeting of shareholders has been made as
provided in this section, such determination shall apply to any adjournment
thereof.
SECTION 6. Voting Lists. The officer or agent having charge of the stock
transfer books for shares of the corporation shall make a complete list of
shareholders entitled to vote at each meeting of shareholders or any adjournment
thereof, arranged in alphabetical order, with the address of and the number of
shares held by each. Such lists shall be produced and kept open at the time
and place of the meeting and shall be subject to the inspection of any
shareholder during the whole time of the meeting for the purposes thereof.
SECTION 7. Quorum. A majority of the outstanding shares of the
Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. If less than a majority of
the outstanding shares are represented at a meeting, a majority of the shares
so represented may adjourn the meeting from time to time without further
notice. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally noticed. The shareholders present at a duly organized
meeting may continue to transact business until adjournment, notwithstanding
the withdrawal of enough shareholders to leave less than a quorum.
SECTION 8. Proxies. At all meetings of shareholders, a shareholder may
vote in person or by proxy executed in writing by the shareholder or by his or
duly authorized attorney-in-fact. Such proxy shall be filed with the secretary
of the Corporation before or at the time of the meeting. A meeting of the
Board of Directors my be had by means of telephone conference or similar
communications equipment by which all persons participating in the meeting can
hear each other, and participation in a meeting under such circumstances shall
constitute presence at the meeting.
SECTION 10. Voting of Shares by Certain Holders. Shares standing in the
name of another corporation may be voted by such officer, agent or proxy as the
Bylaws of such corporation may prescribe or, in the absence of such provision,
as the Board of Directors of such corporation may determine.
Shares held by an administrator, executor, guardian or conservator my be
voted by him either in person or by proxy, without a transfer of such shares
into his name. Shares standing in the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name, if authority to do so be
contained in an appropriate order of the court by which such receiver was
appointed.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
Shares of its own stock belonging to the Corporation shall not be voted
directly or indirectly, at any meeting, and shall not be counted in
determining the total number of outstanding shares at any given time.
SECTION 11. Informal Action by Shareholders. Unless otherwise provided
by law, any action required to be taken at a meeting of the shareholders, or
any other action which may be taken at a meeting of the shareholders, may be
taken without a meeting if a consent in writing, setting forth the action so
taken, shall be signed by all of the shareholders entitled to vote with respect
to the subject matter thereof.
ARTICLE III: BOARD OF DIRECTORS
SECTION 1. General Powers. The business and affairs of the Corporation
shall be managed by its Board of Directors.
SECTION 2. Number, Tenure and Qualifications. The number of directors of
the Corporation shall be fixed by the Board of Directors, but in no event shall
be less than one ( 1 ). Each Director shall hold office until the next annual
meeting of shareholder and until his successor shall have been elected and
qualified.
SECTION 3. Regular Meetings. A regular meeting of the Board of Directors
shall be held without other notice than this Bylaw immediately after, and at
the same place as, the annual meeting of shareholders. The Board of Directors
may provide, by resolution, the time and place for the holding of additional
regular meetings without notice other than such resolution.
SECTION 4. Special Meetings. Special meetings of the Board of Directors
may be called by or at the request of the President or any two directors. The
person or persons authorized to call special meetings of the Board of Directors
may fix the place for holding any special meeting of the Board of Directors
called by them.
SECTION 5. Notice. Notice of any special meeting shall be given at least
one (1) day previous thereto by written notice delivered personally or mailed
to each director at his business address, or by telegram. If mailed, such
notice shall be deemed to be delivered when deposited in the United Sates mail
so addressed, with postage thereon prepaid. If notice be given by telegram,
such notice shall be deemed to be delivered when the telegram is delivered to
the telegraph company. Any directors may waive notice of any meeting. The
attendance of a director at a meeting shall constitute a waiver of notice of
such meeting, except where a director attends a meeting for the express purpose
of objecting to the transaction of any business because the meeting is not
lawfully called or convened.
SECTION 6. Quorum. A majority of the number of directors fixed by Section
2 of the Article III shall constitute a quorum for the transaction of business
at any meeting of the Board of Directors, but if less than such majority is
present at a meeting, a majority of the directors present may adjourn the
meeting from time to time without further notice.
SECTION 7. Manner of Acting. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors.
SECTION 8. Action Without a Meeting. Any action that may be taken by the
Board of Directors at a meeting may be taken without a meeting if a consent in
writing, setting forth the action so to be taken, shall be signed before such
action by all of the directors.
SECTION 9. Vacancies. Any vacancy occurring in the Board of Directors may
be filled by the affirmative vote of a majority of the remaining directors
though less than a quorum of the Board of Directors, unless otherwise provided
by law. A director elected to fill a vacancy shall be elected for the unexpired
term of his predecessor in office. Any directorship to be filled by reason of
an increase in the number of directors may be filled by election by the Board of
Directors for a term of office continuing only until the next election of
directors by the shareholders.
SECTION 10. Compensation. By resolution of the Board of Directors, each
director may be paid his expenses, if any, of attendance at each meeting of the
Board of Directors, and may be paid a stated salary as a director or a fixed
sum for attendance at each meeting of the Board of Directors or both. No such
payment shall preclude any director from serving the Corporation in any other
capacity and receiving compensation thereof.
SECTION 11. Presumption of Assent. A director of the Corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
his dissent shall be entered in the minutes of the meeting or unless he shall
file his written dissent to such action with the person acting as the Secretary
of the meeting before the adjournment thereof, or shall forward such dissent by
registered mail to the Secretary of the Corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a
director who voted in favor of such action.
ARTICLES IV: OFFICERS
SECTION 1. Number. The officers of the corporation shall be a President,
one or more vice Presidents, a Secretary and a Treasurer, each of whom shall be
elected by the Board of Directors. Such other officers and assistant officers
as may be deemed necessary may be elected or appointed by the Board of
Directors, including a Chairman of the Board. In its discretion, the Board of
Directors may leave unfilled for any such period as it may determine any office
except those of President and Secretary. Any two or more offices may be held by
the same person. Officers may be directors or shareholders of the Corporation.
SECTION 2. Election and Term of Office. The officers of the Corporation
to be elected by the board of Directors shall be elected annually by the board
of Directors at the first meeting of the Board of Directors held after each
annual meeting of the shareholders. If the election of officers shall not be
held at such meeting, such election shall be held as soon thereafter as
conveniently may be. Each officer shall hold office until his successor shall
have been duly elected and shall have qualified, or until his death, or until
he shall resign or shall have been removed in the manner hereinafter provided.
SECTION 3. Removal. Any officer or agent may be removed by the Board of
Directors whenever, in its judgement, the best interests of the Corporation will
be served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Election or appointment of an officer
or agent shall not of itself create contract rights, and such appointment shall
be terminable at will.
SECTION 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.
SECTION 5. President. The president shall be the principal
executive officer of the Corporation and, subject to the control of the Board of
Directors, shall in general supervise and control all of the business and
affairs of the Corporation. He shall, when present, preside at all meetings of
the shareholders and of the Board of Directors, unless there is a Chairman of
the Board, in which case the Chairman shall preside. He may sign, with the
Secretary or any other proper officer of the Corporation thereunto authorized by
the Board of Directors, certificates for shares of the Corporation, any deed,
mortgages, bonds, contract, or other instruments which the Board of Directors
has authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by there
Bylaws to some other officer or agent of the Corporation, or shall be required
by law to be otherwise signed or executed; and in general shall perform all
duties incident to the office of President and such other duties as may be
prescribed by the Board of Directors from time to time.
SECTION 6. Vice President. In the absence of the president or in the
event of his death, inability or refusal to act, the Vice President shall
perform the duties of the President, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the President. The Vice
President shall perform such other duties as from time to time may be assigned
to him by the President or by the Board of Directors, If there is more than one
Vice President, each Vice President shall succeed to the duties of the
President in order of rank as determined by the Board of Directors. If no such
rank has been determined, then each Vice President shall succeed to the duties
of the President
in order of date of election, the earliest date having the first rank.
SECTION 7. Secretary. The Secretary shall: (a) keep the minutes of the
Board of Directors in one or more minute books provided for the purpose; (b)
see that all notices are duly given in accordance with the provisions of the
Bylaws or as required by law; (c) be custodian of the corporate records and of
the seal of the Corporation and see that the seal of the Corporation is affixed
to all documents, the execution of which on behalf of the Corporation under its
seal is duly authorized; (d) keep a register of the post office address of
each shareholder which shall be furnished to the Secretary by such shareholder;
(e) sign with the President certificates for share of the Corporation, the
issuance of which shall have been authorized by resolution of the Board of
Directors; (f) have general charge of the stock transfer books of the
Corporation, and (g) in general perform all duties incident to the office of the
Secretary and such other duties as from time to time may be assigned to him by
the President or by the
Board of Directors.
SECTION 8. Treasurer. The Treasurer shall: (a) have charge and custody
of and be responsible for all funds and securities of the Corporation; (b)
receive and give receipts for moneys due and payable to the Corporation in such
banks, trust companies or other depositories as shall be selected in accordance
with the provisions of Article VI of these Bylaw; and (c) in general perform
all of the duties incident to the office of Treasurer and such other duties as
from time to time may be assigned to him by the President or by the Board of
Directors. If required by the Board of Directors, the Treasurer shall give a
bond for the faithful discharge of his duties in such sum and with such
sureties as the Board of Directors shall determine.
SECTION 9. Salaries. The salaries of the officers shall be fixed from
time to time by the Board of Directors, and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a director of the
Corporation.
ARTICLE V: INDEMNITY
The Corporation shall indemnify its directors, officers and employees as
follows:
(a) Every director, officer, or employee of the Corporation shall be
indemnified by the Corporation against all expenses and liabilities, including
counsel fees, reasonable incurred by or imposed upon him in connection with any
proceeding to which he may become involved, by reason of his being or having
been a director, officer, employee or agent of the Corporation or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of the corporation, partnership, joint venture, trust or enterprise, or
any settlement thereof, whether or not he is a director, officer, employee or
agent at the time such expenses are incurred, except in such cases wherein the
director, officer, or employee is adjudged guilty of willful misfeasance or
malfeasance in the performance of his duties; provided that in the event of a
settlement the indemnification herein shall apply only when the Board of
Directors approves such settlement and reimbursement as being for the best
interests of the Corporation.
(b) The Corporation shall provide to any person who is or was a director,
officer, employee, or agent of the Corporation or is or was serving at the
request of the Corporation as director, officer, employee or agent of the
corporation, partnership, joint venture, trust or enterprise, the indemnity
against expenses of suit, litigation or other proceedings which is specifically
permissible under applicable law.
(c) The Board of Directors may, in its discretion, direct the purchase of
liability insurance by way of implementing the provisions of the
Article V.
ARTICLE VI: CONTRACTS, LOANS, CHECKS, AND DEPOSITS
SECTION 1. Contracts. The Board of Directors may authorize any office or
officers, agent or agents, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances.
SECTION 2. Loans. No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. Such authority may be
general or confined to specific instances.
SECTION 3. Checks, Drafts, etc. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation, shall be signed by such officer or officers, agent or
agents of the Corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors.
SECTION 4. Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositories as the Board of Directors may
select.
ARTICLE VII. CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 1. Certificates for Shares. Certificates representing shares of
the Corporation shall be in such form as shall be determined by the Board of
Directors. Such certificates shall be signed by the President and by the
Secretary or by such other officers authorized by law and by the Board of
Directors so to do, and sealed with the corporate seal. All certificates for
shares shall be consecutively numbered or otherwise identified. The name and
address of the person to whom the shares represented thereby are issued, with
the number of shares and date of issue, shall be entered on the stock transfer
books of the Corporation. All certificates surrendered to the Corporation for
transfer shall be cancelled and no new certificate shall be issued until the
former certificate for a like number of shares shall have been surrendered and
cancelled, expect that in case of a lost, destroyed or mutilated certificate a
new one may be issued therefore upon such terms and indemnity to the
Corporation as the Board of Directors may prescribe.
SECTION 2. Transfer of Shares. Transfer of shares of the Corporation
shall be made only on the stock transfer books of the Corporation by the holder
of record thereof or by his legal representative, who shall furnish proper
evidence of authority to transfer, or by his attorney thereunto authorized by
power of attorney duly executed and filed with the Secretary of the
Corporation, and on surrender for cancellation of the certificate for such
shares. The person in whose name shares stand on the books of the Corporation
shall be deemed by the Corporation to be the owner thereof for all purposes,
Provided, however, that upon any action undertaken by the shareholder to elect
S Corporation status pursuant to Section 1362 of the Internal Revenue Code and
upon any shareholders agreement thereto restricting the transfer of said shares
so as to disqualify said S Corporation status, said restriction on transfer
shall be made a part of the Bylaws so long as said agreements is in force and
effect.
ARTICLE VIII: FISCAL YEAR
The fiscal year of the Corporation shall begin on the 1st day of January
and end on the 31st day of December of each year.
ARTICLE IX: DIVIDENDS
The Board of Directors may from time to time declare, and the Corporation
may pay, dividends on its outstanding shares in the manner and upon the terms
and condition provided by law and its Articles of Incorporation.
ARTICLE X: CORPORATE SEAL
The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the Corporation
and the state of incorporation and the words, Corporate Seal.
ARTICLE XI: WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be
given to any shareholder or director of the Corporation under the provision of
the Articles of Incorporation or under the provisions of the applicable
Business Corporation Act, a waiver thereof in writing, signed by the person or
persons entitled to such notice, whether before or after the time stated therein
, shall be deemed equivalent to the giving of such notice.
ARTICLE XII: AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted by the Board of Directors at any regular or special meeting of the Board
of Directors.
The above Bylaws are certified to have been adopted by the Board of
Directors of the Corporation on the 28th day of April, 1999.
Catherine S. Ratelle, Secretary
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form SB-2 and authorized this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorize, in the City of Las Vegas, State of Nevada, on August 4, 1999.
BROOKSIDE.COM,INC.
By: /s/ __________
Dorothy Ann Shellabarger, President
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