SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HITCHIN' POST INCORPORATED
(Name of small business issuer in its charter)
NEVADA 4813 33-0885759
(State of Incorporation) (Primary Standard Industrial (I.R.S. Employer
Classification Code Number) Identification
Number)
44489 TOWN CENTER WAY, SUITE D415
PALM DESERT, CA 92260-2723
(760) 773-9227 (PHONE)
(Address and telephone number of principal executive offices)
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44489 TOWN CENTER WAY, SUITE D415
PALM DESERT, CA 92260-2723
(760) 773-9227 (PHONE)
(760) 340-6629 (TELECOPY)
(Address of principal place of business or intended principal place of business)
--------------------------
CORPORATE SERVICE CENTER, INC.
1475 Terminal Way, Suite E
RENO, NEVADA 89502
(775)329-7721
(Name, address and telephone number of agent for service)
COPIES TO:
KENNETH G. EADE
Attorney at Law
827 State Street, Suite 26
Santa Barbara, CA 93101
(805)560-9828 (PHONE)
(805) 560-3608 (TELECOPY)
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APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after
the effective date of this registration statement.
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 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(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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box:
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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DATED MARCH 2, 2000
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
PROSPECTUS
HITCHIN' POST INCORPORATED
10,000 SHARES OF COMMON STOCK
Up to 10,000 of the shares of Common Stock offered hereby (the "Offering") are
being sold by HITCHIN' POST INCORPORATED ("Hitchin' Post " or the "Company").
There is no minimum contingency and no escrow or impound, and the proceeds may
be utilized by the Company in its discretion. The Company's Common Stock is not
currently listed or quoted on any quotation medium. There can be no assurance
that the Company's common stock will ever be quoted on any quotation medium or
that any market for the Company's stock will ever develop.
------------------------
THE COMMON STOCK OFFERED HEREBY IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF
RISK AND SUBSTANTIAL DILUTION. SEE "RISK FACTORS" AND "DILUTION."
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
PRICE UNDERWRITING PROCEEDS
TO DISCOUNTS AND TO
PUBLIC COMMISSIONS(2)
COMPANY(1)
Per Share................$ 1.00 $0 $ 1.00
Total (Minimum)......... $ 10,000 $0 $10,000
Total (Maximum)......... $ 10,000 $0 $10,000
(1) Before deducting expenses payable by the Company, estimated at approximately
$12,000. This offering is self-underwritten, so the Company is not obligated to
pay commissions or fees on the sales of any of the shares. This offering is for
up to 10,000 common shares. There is no minimum contingency, and the proceeds
may be used in the Company's discretion.
(2)The shares of Common Stock are being offered by the Company through its
officers and directors on a best efforts basis subject to prior sale, when, as,
and if delivered to and accepted by the Company and subject to the approval of
certain legal matters by counsel and certain other conditions. The Company
reserves the right to withdraw, cancel or modify the Offering and to reject any
order in whole or in part.
MARCH 2, 2000
------------------------
AVAILABLE INFORMATION
Upon the effective date of the Company's Form 10SB on file with the Securities
and Exchange Commission, the Company will be subject to the reporting
requirements of the Securities and Exchange Act of 1934, as amended (the
"Exchange Act") under Section 12 of the Act. Upon the effective date of this
Registration Statement the Company will be subject to the informational
requirements of Section 15 of the Exchange Act, and in accordance therewith will
file reports and other information with the Securities and Exchange Commission
(the "Commission"). Reports, proxy statements and other information filed by the
Company can be inspected and copied at the principal office of the Commission,
Public Reference Room, 450 Fifth Street, N.W., Washington, D.C. 20549. Copies
can be obtained from the Commission at prescribed rates by writing to the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. The Commission
maintains a Web site that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission. The address of such Web site is http://www.sec.gov.
The Company has filed with the Commission a registration statement (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to sales of the shares of Common Stock offered
hereby. This Prospectus omits certain information contained in the Registration
Statement. For further information, reference is made to the Registration
Statement, the exhibits and financial statements filed as a part thereof, which
may be examined without charge at the office of the Commission, and photocopies
of which, or any portion thereof, may be obtained upon payment of the prescribed
fee.
Statements contained in this Prospectus as to the contents of any agreement or
other document referred to are not complete, and where such agreement or other
document is an exhibit to the Registration Statement, each statement is deemed
to be qualified and amplified in all respects by the provisions of the exhibit.
PROSPECTUS SUMMARY
THIS SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED INFORMATION AND
CONSOLIDATED FINANCIAL STATEMENTS, INCLUDING THE NOTES THERETO, APPEARING
ELSEWHERE IN THIS PROSPECTUS, INCLUDING THE INFORMATION SET FORTH UNDER "RISK
FACTORS." CERTAIN STATEMENTS CONTAINED IN THE PROSPECTUS SUMMARY AND ELSEWHERE
IN THIS PROSPECTUS REGARDING MATTERS THAT ARE NOT HISTORICAL FACTS, SUCH AS
STATEMENTS REGARDING GROWTH TRENDS IN THE INDUSTRY AND THE COMPANY'S GROWTH
STRATEGY AND PLANS TO INTRODUCE ADDITIONAL PRODUCTS OR SERVICES, ARE FORWARD-
LOOKING STATEMENTS (AS SUCH TERM IS DEFINED IN THE SECURITIES ACT). SINCE SUCH
FORWARD-LOOKING STATEMENTS INCLUDE RISKS AND UNCERTAINTIES, ACTUAL RESULTS MAY
DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED BY SUCH STATEMENTS. FACTORS
THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY INCLUDE, BUT ARE NOT
LIMITED TO, THOSE DISCUSSED HEREIN UNDER "RISK FACTORS," "MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" AND
"BUSINESS," AS WELL AS THOSE DISCUSSED ELSEWHERE IN THIS PROSPECTUS. EXCEPT AS
OTHERWISE SPECIFIED, ALL SHARE, PER SHARE AND FINANCIAL INFORMATION SET FORTH
HEREIN GIVES EFFECT TO A ONE THOUSAND-TO-ONE FORWARD STOCK SPLIT EFFECTED IN
JANUARY, 2000. UNLESS THE CONTEXT OTHERWISE REQUIRES, REFERENCES HEREIN TO THE
"COMPANY" OR "HITCHIN' POST " REFER TO HITCHIN' POST INCORPORATED, AND ITS
SUBSIDIARIES.
THE COMPANY
Hitchin' Post Incorporated is a development stage company, organized under the
laws of the state of Nevada on May 23, 1996. The Company is not engaged in any
operations other than organizational matters. It was formed specifically to be
a blank check or shell corporation, for the purpose of either merging with or
acquiring an operating company with operating history and assets.
The primary activity of the Company will involve seeking merger or acquisition
candidates with whom it can either merge or acquire. The Company has not
selected any company for acquisition or merger and does not intend to limit
potential acquisition candidates to any particular field or industry, but does
retain the right to limit acquisition or merger candidates, if it so chooses, to
a particular field or industry. The Company's plans are in the conceptual stage
only.
CORPORATE BACKGROUND
The Company was organized on May 23, 1996, and has never commenced operations.
The Company is a "blank check" or "shell corporation", in the development stage,
whose plan of operations is limited to locating a merger or acquisition
candidate. The Company's common stock is not listed on any recognized exchange
or quoted on any quotation medium. There can be no assurance that the Company
will ever acquire a suitable merger or acquisition candidate or that its common
stock will ever develop a market.
THE OFFERING
Common Stock Offered......................... Up to 10,000 shares
Common Stock Outstanding after the
Offering................................... 1,010,000 shares(1)
Use of Proceeds.............................. Working capital
Symbol....................................... None
Risk Factors.................................
The shares of Common Stock offered hereby involve a high degree of risk and
immediate substantial dilution. See "Risk Factors" and "Dilution"
(1) Figures are based on the current outstanding shares of 1,000,000.
SUMMARY FINANCIAL DATA
The following summary financial data should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the Consolidated Financial Statements, including the Notes
thereto, included elsewhere in this Prospectus. The statement of operations data
for the years ended 1998 and 1999 and the consolidated balance sheet data at
December 31, 1999 are derived from the Company's audited Consolidated Financial
Statements included elsewhere in this Prospectus. The consolidated statement of
operations data for the years ended 1998 and 1999 are derived from the Company's
audited financial statements for those years, which are included in this
Prospectus. These statements include all adjustments that the Company considers
necessary for a fair presentation of the financial position and results of
operations at that date and for such periods. The operating results for the year
ended 1999 are not necessarily indicative of the results to be expected for the
full year or for any future period.
BALANCE SHEET DATA:
December 31,
-------------------
1999 1998
------- -------
Assets: ............................................ $ -- $ --
======= =======
Liabilities - Accounts Payable ..................... $ -- $ 200
------- -------
Stockholders' Equity:
Common Stock, Par value $.001
Authorized 100,000,000 shares,
Issued 1,000,000 shares at December 31,
1999 and 1998 .................................. 1,000 1,000
Paid-In Capital .................................. 440 --
Retained Deficit ................................. (1,200) (1,200)
Deficit Accumulated During the
Development Stage .............................. (240) --
------- -------
Total Stockholders' Equity .................... -- (200)
------- -------
Total Liabilities and
Stockholders' Equity ........................ $ -- $ --
======= =======
STATEMENT OF OPERATIONS DATA:
Cumulative
For year ended Since Inception
December 31, of Development
-------------- Stage
1999 1998
----- ----- -----
Revenues: $ -- $ -- $ --
Expenses: 240 100 240
----- ----- -----
Net Loss $ (240) $(100) (240)
----- ----- -----
Basic & Diluted loss per share $ -- $ --
===== ===== =====
RISK FACTORS
PROSPECTIVE INVESTORS IN THE SHARES OFFERED HEREBY SHOULD CAREFULLY CONSIDER THE
FOLLOWING RISK FACTORS, IN ADDITION TO THE OTHER INFORMATION APPEARING IN THIS
PROSPECTUS.
LIMITED OPERATING HISTORY; HISTORY OF LOSSES; SIGNIFICANT ACCUMULATED AND
WORKING CAPITAL DEFICITS
The Company is a development stage company which has no operating history upon
which an evaluation of its future performance and prospects can be made. The
Company's prospects must be considered in light of the risks, expenses, delays
and difficulties frequently encountered in establishing a new business in an
emerging and evolving industry characterized by intense competition. Since
inception, the Company has incurred significant losses.
BLANK CHECK COMPANY
The Company is a blank check company whose only plan of operations is to seek to
acquire an operating company with income and/or assets with which to merge or
acquire. There can be no assurance that the Company will be successful in
finding such a merger or acquisition candidate, and the investor should be
prepared to lose his or her entire investment.
INTENSE COMPETITION
It is unknown what industry the Company's potential merger/acquisition candidate
will be from. However, most industries are generally intensely competitive,
rapidly evolving and subject to constant technological change. Competitors with
greater financial resources than the Company are more equipped to compete with
the Company in any industry. There can be no assurance that the Company will be
able to compete successfully in any chosen.
DEVELOPMENT STAGE COMPANY
Hitchin' Post is still in the development stage and has not commenced
operations. Its operations are subject to all of the risks inherent in
establishing a new business enterprise. Hitchin' Post's potential for success
must be considered in light of the problem, expenses, difficulties,
complications and delays frequently encountered in connection with a new
business. No assurance can be given that Hitchin' Post will be successful.
LIMITED CAPITAL AND NEED FOR SIGNIFICANT ADDITIONAL FINANCING
Hitchin' Post anticipates that the net proceeds of this offering will satisfy
its operating cash requirements for at least 12 months after this offering is
consummated. However, no assurance can be given that Hitchin' Post will not
require additional financing sooner than currently anticipated. In order to
continue with its planned operations, the Company is dependent upon additional
equity financing. There can be no assurance that additional equity financing can
be obtained.
NO PUBLIC MARKET AND POSSIBLE VOLATILITY OF COMMON STOCK PRICES
Prior to this offering, Hitchin' Post's common shares have never been freely
traded and there is no public market for its stock. No assurance can be given
that an active public market will develop or be sustained after the offering.
There also can be no assurance that the Company's securities will be quoted on
any recognized quotation medium. The initial public offering price of the shares
has been arbitrarily determined by the Company. The trading price of the
securities could be subject to wide fluctuations in response to
quarter-to-quarter variations in operating results, announcements, and other
events or factors. In addition, the stock market has from time to time
experienced extreme price and volume fluctuations which have particularly
affected the market price for many companies and which often have been unrelated
to the operating performance of these companies. These broad market fluctuations
may adversely affect the market price of the securities.
PENNY STOCK RESTRICTIONS
The Company's securities are not currently quoted on any recognized quotation
medium. While there can be no assurance that any public market will ever develop
for the Company's common stock, if such a market should develop, trading the
Company's Common Stock would be subject to the requirements of certain rules
promulgated under the Securities Exchange Act of 1934, as amended ("Exchange
Act"), which require additional disclosure by broker-dealers in connection with
any trades involving a stock defined as a penny stock (generally, any non-Nasdaq
equity security that has a market price of less than $5.00 per share, subject to
certain exceptions). Such rules require the delivery, prior to any penny stock
transaction, of a disclosure schedule explaining the penny stock market and the
risks associated therewith, and impose various sales practice requirements on
broker-dealers who sell penny stocks to persons other than established customers
and accredited investors (generally institutions). For these types of
transactions, the broker-dealer must make a special suitability determination
for the purchaser and have received the purchaser's written consent to the
transaction prior to sale. The additional burdens imposed upon broker- dealers
by such requirements may discourage them from effecting transactions in the
Company's securities, which could severely limit the liquidity of the Company's
securities and the ability of purchasers in this Offering to sell such
securities in the secondary market.
BROAD DISCRETION IN APPLICATION OF NET PROCEEDS BY MANAGEMENT
The estimated net proceeds of the Offering has been allocated to working capital
and general corporate purposes. Accordingly, the Company's management will have
broad discretion as to the application of these proceeds. A portion of the
proceeds allocated to working capital may be used by the Company to pay
salaries, including salaries of its executive officers, and for acquisitions.
Although the Company currently has no agreement, arrangement or understanding
with respect to any acquisition, should an acquisition opportunity be identified
by the Company, the Board of Directors may have the ability to approve such
acquisition without seeking stockholder approval.
RELATED PARTY TRANSACTIONS; POSSIBLE CONFLICTS OF INTEREST
The Company has engaged in transactions with certain of its officers, directors
and principal stockholders. The terms of such transactions were determined
without arms' length negotiations and could create, or appear to create,
potential conflicts of interest which may not necessarily be resolved in the
Company's favor. See "Certain Transactions."
DILUTION
The public offering price is substantially higher than the net tangible book
value per share of the currently outstanding Common Stock. Investors purchasing
shares of Common Stock in the Offering will therefore experience immediate
dilution in net tangible book value, assuming a $1.00 per share offering price.
See "Dilution."
POTENTIAL ACQUISITION TO BE LIMITED TO ONE BUSINESS VENTURE
Management anticipates that it will only participate in one potential business
venture. This lack of diversification should be considered a substantial risk in
investing in the Company because it will not permit the Company to offset
potential losses from one venture against gains from another.
USE OF PROCEEDS
The net proceeds to the Company from the sale of the shares of Common Stock
offered hereby are estimated to be approximately $10,000. Hitchin' Post intends
to use these proceeds for working capital and general corporate purposes.
The allocation of the net proceeds of the Offering set forth above represents
the Company's best estimates based upon its current plans and certain
assumptions regarding industry and general economic conditions and the Company's
future revenues and expenditures. If any of these factors change, the Company
may find it necessary or advisable to reallocate some of the proceeds within the
above-described categories.
Proceeds not immediately required for the purposes described above will be
invested temporarily, pending their application as described above, in
short-term United States government securities, short-term bank certificates of
deposit, money market funds or other investment grade, short-term, interest-
bearing instruments.
The Company anticipates, based on currently proposed plans and assumptions
relating to its operations (including the costs associated with its growth
strategy), that the proceeds of the Offering, if at least the minimum number of
shares are sold, together with its existing financial resources and cash flow
from operations, should be sufficient to satisfy its anticipated cash
requirements for the next twelve months; however, there can be no assurance that
this will be the case. The Company's actual cash requirements may vary
materially from those now planned and will depend upon numerous factors,
including the general market acceptance of the Company's new and existing
products and services, the growth of the Company's distribution channels, the
technological advances and activities of competitors, and other factors. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."
DIVIDEND POLICY
The Company has never declared or paid cash dividends on its capital stock. The
Company currently intends to retain earnings, if any, to finance the growth and
development of its business and does not anticipate paying any cash dividends in
the foreseeable future.
PRICE RANGE OF SECURITIES
The Company's common stock is not listed or quoted at the present time, and
there is no present public market for the Company's common stock. The Company
has obtained a market maker who has filed an application for the Company's
securities to be quoted on the National Quotation Bureau's "pink sheets,"and who
intends to file a form 211 with the National Association of Securities Dealers
to quote the Company's securities on the NASD OTC Bulletin Board, but there can
be no assurance that the Company's stock will be quoted on the NASD OTC Bulletin
Board. The Company has already filed a Form 10SB with the S.E.C., which has
become effective with no pending comments by the S.E.C. There can be no
assurance that the NASD will accept the Company's market maker's application on
Form 211. Thus, there can be no assurance that a public market for the Company's
common stock will ever develop.
CAPITALIZATION
The following table sets forth the short-term debt and capitalization of the
Company as of December 31, 1999, and the pro forma capitalization of Hitchin'
Post as of May 31, 2000, giving effect to the sale of the of 10,000 shares at
the price of $1.00 share, after deducting estimated offering expenses. The table
should be read in conjunction with the Consolidated Financial Statements,
including the Notes thereto, appearing elsewhere in this Prospectus.
BALANCE SHEET DATA:
12/31/99 5/31/2000
-------- ---------
Assets: ................................ $ -- $10,000
======= ========
Liabilities - Accounts Payable ......... $ -- $ --
------- --------
Stockholders' Equity:
Common Stock, Par value $.001
Authorized 100,000,000 shares,
Issued 1,000,000 shares at December 31,
1999 and 1998 ........................ 1,000 1,050
Paid-In Capital ....................... 440 48,950
Retained Deficit ...................... (1,200) (1,200)
Deficit Accumulated During the
Development Stage .................... (240) (248)
-------- --------
Total Stockholders' Equity .......... -- (200)
------- --------
Total Liabilities and
Stockholders' Equity ............... $ -- $ 8,552
======= ========
DILUTION
As of December 31, 1999, the Company's net tangible book value was $0, or $0 per
share of common stock. Net tangible book value is the aggregate amount of
Hitchin' Post's tangible assets less its total liabilities. Net tangible book
value per share represents Hitchin' Post's total tangible assets less its total
liabilities, divided by the number of shares of common stock outstanding. After
giving effect to the sale of 10,000 shares at an offering price of $1.00 per
share of Common Stock, application of the estimated net sale proceeds (after
deducting offering expenses), Hitchin' Post's net tangible book value as of the
closing of this offering would increase from $0 to $.008. This represents an
immediate increase in the net tangible book value of $.008 per share to current
shareholders, and immediate dilution of $.992 per share to new investors, as
illustrated in the following table:
Public offering price per
share of common stock $1.00
Net tangible book value per share before offering................ $0
Increase per share attributable to new investors................... $.008
Net tangible book value per share after offering................... $.008
Dilution per share to new investors................................ $0.992
Percentage dilution................................................ 99.2%
SELECTED FINANCIAL DATA
The following selected consolidated financial data should be read in conjunction
with "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the Consolidated Financial Statements, including the Notes
thereto, included elsewhere in this Prospectus. The statement of operations data
for the years ended 1998 and 1999 and the balance sheet data at 1998 and 1999
are derived from the Company's Consolidated Financial Statements, which have
been audited by the Company's independent auditors, included elsewhere in this
Prospectus, and include all adjustments that the Company considers necessary for
a fair presentation of the financial position and results of operations at that
date and for such periods.
BALANCE SHEET DATA:
December 31,
---------------------
1999 1998
------- -------
Assets: ............................................ $ -- $ --
======= =======
Liabilities - Accounts Payable ..................... $ -- $ 200
------- -------
Stockholders' Equity:
Common Stock, Par value $.001
Authorized 100,000,000 shares,
Issued 1,000,000 shares at December 31,
1999 and 1998 .................................. 1,000 1,000
Paid-In Capital .................................. 440 --
Retained Deficit ................................. (1,200) (1,200)
Deficit Accumulated During the
Development Stage .............................. (240) --
------- -------
Total Stockholders' Equity .................... -- (200)
------- -------
Total Liabilities and
Stockholders' Equity ........................ $ -- $ --
======= =======
[CAPTION]
STATEMENT OF OPERATIONS DATA:
Cumulative
For year ended Since Inception
December 31, of Development
-------------- Stage
1999 1998
----- ----- -----
Revenues: .................................. $ -- $ -- $ --
Expenses: .................................. 240 100 240
----- ----- -----
Net Loss .............................. $ (240) $(100) $(240)
----- ----- -----
Basic & Diluted loss per share ............. $ -- $ --
===== ===== =====
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the Company's
Consolidated Financial Statements, including the Notes thereto, appearing
elsewhere in this Prospectus.
COMPANY OVERVIEW
The Company was organized on May 23, 1996, and has never commenced operations.
The Company is a "blank check" or "shell corporation", in the development stage,
whose plan of operations is limited to locating a merger or acquisition
candidate. The Company's common stock is not listed on any recognized exchange
or quoted on any quotation medium. There can be no assurance that the Company
will ever acquire a suitable merger or acquisition candidate or that its common
stock will ever develop a market.
PLAN OF OPERATIONS-IN GENERAL
The Company was organized for the purpose of creating a corporate vehicle to
seek, investigate and, if such investigation warrants, acquire an interest in
one or more business opportunities presented to it by persons or firms who or
which desire to seek perceived advantages of a publicly held corporation. At
this time, the Company has no plan, proposal, agreement, understanding or
arrangement to acquire or merge with any specific business or company, and the
Company has not identified any specific business or company for investigation
and evaluation. No member of Management or promoter of the Company has had any
material discussions with any other company with respect to any acquisition of
that company. 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. The discussion of the proposed business
under this caption and throughout 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.
The Company's plan of operations over the next 12 months includes the seeking of
acquisition or merger opportunities. During the next twelve months, the Company
plans to satisfy its cash requirements by additional equity financing. There
can be no assurance that the company will be successful in raising additional
equity financing, and, thus, be able to satisfy its cash requirements, which
primarily consist of legal and accounting fees at the present time. If the
company is not able to raise equity capital, and it presently has no cash with
which to satisfy any future cash requirements. The company will need a minimum
of $10,000 to satisfy its cash requirements for the next 12 months. The company
will not be able to operate if it does not obtain equity financing. The Company
has no current material commitments. The Company depends upon capital to be
derived from future financing activities such as subsequent offerings of its
stock. There can be no assurance that the Company will be successful in raising
the capital it requires. The company does not anticipate any further research
and development of any products, nor does it expect to incur any research and
development costs. The company does not expect the purchase or sale of plant or
any significant equipment, and it does not anticipate any change in the number
of its employees. The Company has no current material commitments. The Company
has generated no revenue since its inception.
The Company is still considered to be a development stage company, with no
significant revenue, and is dependent upon the raising of capital through
placement of its common stock. There can be no assurance that the Company will
be successful in raising the capital it requires through the sale of its common
stock.
The Company intends to utilize the proceeds from this offering or to obtain
funds in one or more private placements to finance the operation of any acquired
business. Persons purchasing securities in these placements and other
shareholders will likely not have the opportunity to participate in the
decision relating to any acquisition. The Company's proposed business is
sometimes referred to as a "blind pool" because any investors will entrust
their investment monies to the Company's management before they have a chance
to analyze any ultimate use to which their money may be put. Consequently, the
Company's potential success is heavily dependent on the
Company's management, which will have virtually unlimited discretion in
searching for and entering into a business opportunity. None of the officers and
directors of the Company has had any experience in the proposed business of the
Company. There can be no assurance that the Company has had any experience in
the proposed business of the Company. There can be no assurance that the Company
will be able to raise any funds in private placement. In any private placement,
management may purchase shares on the same terms as offered in the private
placement.
Management anticipates that it will only participate in one potential business
venture. This lack of diversification should be considered a substantial risk in
investing in 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 a firm that only recently
commenced operations, or a developing company in need of additional funds for
expansion into new products or markets, or an established company seeking a
public vehicle. In some instances, a business opportunity may involve the
acquisition or merger with a corporation which does not need substantial
additional cash but which desires to establish a public trading market for its
common stock. The Company may purchase assets and establish wholly owned
subsidiaries in various business or purchase existing businesses as
subsidiaries. The Company anticipates that the selection of a business
opportunity in which to participate will be complex and extremely risky. Because
of 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 benefits of a publicly traded corporation. Such
perceived benefits of a publicly traded corporation may include facilitating or
improving the terms on which additional equity financing may be sought,
providing liquidity for the principals of a business, creating a means for
providing incentive stock options or similar benefits to key employees,
providing liquidity (subject to restrictions of applicable statues) for all
shareholders, and other factors. Potentially available business opportunities
may occur 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. As is customary in the
industry, the Company may pay a finder's fee for locating an acquisition
prospect. If any such fee is paid, it will be approved by the Company's Board of
Directors and will be in accordance with the industry standards. Such fees are
customarily between 1% and 5% of the size of the transaction, based upon a
sliding scale of the amount involved. Such fees are typically in the range of 5%
on a $1,000,000 transaction ratably down to 1% in a $4,000,000 transaction.
Management had adopted a policy that such a finder's fee or real estate
brokerage fee could, in certain circumstances, be paid to any employee, officer,
director or 5% shareholder of the Company, if such person plays a material role
in bringing a transaction to the Company. As part of any transaction, the
acquired company may require that Management or other stockholders of the
Company sell all or a portion of their shares to the acquired company, or to the
principals of the acquired company. It is anticipated that the sales price of
such shares will be lower than the anticipated market price of the Company's
Common Stock at such a time. The Company's funds are not expected to be used
for purposes of any stock purchase from insiders. The Company shareholders will
not be provided the opportunity to approve or consent to such sale. The
opportunity to sell all or a portion of their shares in connection with an
acquisition may influence management's decision to enter into a specific
transaction. However, management believes that since the anticipated sales price
will potentially be less than market value, that the potential of a stock sale
will be a material factor in their decision to enter a specific transaction.
The above description of potential sales of management stock is not based upon
any corporate bylaw, shareholder or board resolution, or contract or agreement.
No other payments of cash or property are expected to be received by Management
in connection with any acquisition. The Company has not formulated any policy
regarding the use of consultants or outside advisors, but does not anticipate
that it will use the services of such persons.
The Company has, and will continue to have, insufficient capital with which to
provide the owners of business opportunities with any significant cash or other
assets. However, management believes the Company will offer owners of business
opportunities the opportunity to acquire a controlling ownership interest in a
public company at substantially less cost than is required to conduct an initial
public offering. The owners of the business opportunities will, however, incur
significant post-merger or acquisition registration costs in the event they wish
to register a portion of their shares for subsequent sale. The Company will also
incur significant legal and accounting costs in connection with the acquisition
of a business opportunity including the costs of preparing post-effective
amendments, Forms 8-K, agreements and related reports and documents. However,
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 Company does not intend to make any loans to any prospective merger or
acquisition candidates or unaffiliated third parties.
LIQUIDITY AND CAPITAL RESOURCES
The Company has never previously undertaken an offering of its common stock.
Current expenses of the Company have been contributed by its founder. The
Company has no assets and thus no liquidity and no capital resources.
BUSINESS
THE COMPANY
The Company has not engaged in any operations other than organizational matters.
It was formed in May, 1996, specifically to be a "blank check" or "shell"
corporation, for the purpose of either merging with or acquiring an operating
company with operating history and assets.
The primary activity of the Company will involve seeking merger or acquisition
candidates. The Company has not selected any company as an acquisition or
merger candidate and does not intend to limit any potential acquisition
candidate to any particular field or industry, but does, in its sole discretion,
retain the right to limit said candidates to a particular field or industry.
The Company's plan are in the conceptual stage only.
SOURCES OF OPPORTUNITIES
The Company anticipates that business opportunities for possible acquisition
will be referred by various sources, including its officers and directors,
professional advisers, securities broker-dealers, venture capitalists, members
of the financial community, and others who may present unsolicited proposals.
The Company will seek a potential business opportunity from all known sources,
but will rely principally on personal contacts of its officers and directors as
well as indirect associations between them and other business and professional
people. It is not presently anticipated that the Company will engage
professional firms specializing in business acquisitions or reorganizations. The
officers and directors of the Company are currently employed in other positions
and will devote only a portion of their time (not more than a couple hours per
week) to the business affairs of the Company, until such time as an acquisition
has been determined to be highly favorable, at which time they expect to spend
full time in investigating and closing any acquisition. In addition, in the face
of competing demands for their time, the officers and directors may grant
priority to their full-time positions rather than to the Company.
EVALUATION OF OPPORTUNITIES
The analysis of new business opportunities will be undertaken by or under the
supervision of the officers and directors of the Company. Management intends to
concentrate on identifying prospective business opportunities that may be
brought to its attention through present associations with management.
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 operation, if any;
prospects for the future; 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. Officers and directors of each Company will meet personally
with management and key personnel of the firm sponsoring 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 merge with any company for which
audited financial statements cannot be obtained.
It may be anticipated that any opportunity in which the Company participates
will present certain risks. Many of these risks cannot be adequately identified
prior to selection of the specific opportunity, and the Company's shareholders
must, therefore, depend on the ability of management to identify and evaluate
such risk. In the case of some of the opportunities available to the Company, it
may be anticipated that the promoters thereof have been unable to develop a
going concern or that such business is in its development stage in that it has
not generated significant revenues from its principal business activities prior
to the Company's participation. There is a risk, even after the Company's
participation in the activity and the related expenditure of the Company's
funds, that the combined enterprises will still be unable to become a going
concern or advance beyond the development stage. Many of the opportunities may
involve new and untested products, processes, or market strategies that may not
succeed. The Company and, therefore, its shareholders will assume such risks.
The Company will not restrict its search for any specific kind of business, 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
currently impossible to predict the status of any business in which the Company
may become engaged, in that such business may need additional capital, may
merely desire to have its shares publicly traded, or may seek other perceived
advantages which the Company may offer.
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,
franchise or licensing agreement with another corporation or entity. It may also
purchase stock or assets of an existing business. On the consummation of a
transaction, it is possible that the present management and shareholders of the
Company will not be in control of the Company. In addition, a majority or all of
the Company's officers and directors may, as part of the terms of the
acquisition transaction, resign and be replaced by new officers and directors
without a vote of the Company's shareholders.
It is anticipated that any securities issued in any such reorganization would be
issued in reliance on exemptions from registration under applicable Federal and
state securities laws. In some circumstances, however, as a negotiated element
of this transaction, the Company may agree to register such securities either at
the time the transaction is consummated, under certain conditions or at
specified time thereafter. The issuance of substantial additional securities and
their potential sale into any trading market in the Company's Common Stock may
have a depressive effect on such market. 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 368(a)(1) or 351 of the Internal
Revenue Code of 1986, as amended (the "Code"). In order to obtain tax-free
treatment under the Code, it may be necessary for the owners of the acquired
business to own 80% or more of the voting stock of the surviving entity. In such
event, the shareholders of the Company, including past and current investors,
would retain less than 20% of the issued and outstanding shares of the surviving
entity, which could result in significant dilution in the equity of such
shareholders.
As part of the Company's investigation, officers and directors of the Company
will meet personally with management and key personnel, may visit and inspect
material facilities, obtain independent analysis or verification of certain
information provided, check reference of management and key personnel, and take
other reasonable investigative measures, to the extent of the Company's limited
financial resources and management expertise. The manner in which each Company
participates in an opportunity will depend on the nature of the opportunity, the
respective needs and desires of the Company and other parties, the management of
the opportunity, and the relative negotiating strength of the Company and such
other management.
With respect to any mergers or acquisitions, negotiations with target company
management will be expected to focus on the percentage of the Company which
target company shareholders would acquire in exchange for their share holdings
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 lesser percentage ownership interest in the Company
following any merger or acquisition. The percentage ownership may be subject to
significant reduction in the event that the Company acquires a target company
with substantial assets. Any merger or acquisition effected by the Company
can be expected to have a significant dilution effect on the percentage of
shares held by the Company's then shareholders, including past and current
investors.
The Company will not have sufficient funds (unless it is able to raise funds in
a private placement) to undertake any significant development, marketing and
manufacturing of any products which may be acquired. Accordingly, following the
acquisition of any such product, the Company will, in all likelihood, be
required to either seek debt or equity financing or obtain funding from third
parties, in exchange for which the Company would probably be required to give up
a substantial portion of its interest in any acquired product. There is no
assurance that the Company will be able either to obtain additional financing or
interest third parties in providing funding for the further development,
marketing and manufacturing of any products acquired.
It is anticipated that the investigation of specific business opportunities and
the negotiation, drafting and execution of relevant agreements, disclosure
documents and other instruments will require substantial management time and
attention and substantial costs for accountants, attorneys and others. If a
decision were made not to participate in a specific business opportunity the
costs therefore incurred in the related investigation would not be recoverable.
Furthermore, even if an agreement is reached for the participation in a specific
business opportunity, the failure to consummate that transaction may result in
the loss of the Company of the related costs incurred.
Management believes that the Company may be able to benefit from the use of
"leverage" in the acquisition of a business opportunity. Leveraging a
transaction involves the acquisition of a business through incurring significant
indebtedness for a large percentage of the purchase price for that business.
Through a leveraged transaction, the Company would be required to use less of
its available funds for acquiring the business opportunity and, therefore, could
commit those funds to the operations of the business opportunity, to acquisition
of other business opportunities or to other activities. The borrowing involved
in a leveraged transaction will ordinarily be secured by the assets of the
business opportunity to be acquired. If the business opportunity acquired is not
able to generate sufficient revenues to make payments on the debt incurred by
the Company to acquire that business opportunity, the lender would be able to
exercise the remedies provided by law or by contract. These leveraging
techniques, while reducing the amount of funds that the Company must commit to
acquiring a business opportunity, may correspondingly increase the risk of loss
to the Company. No assurance can be given as to the terms or the availability of
financing for any acquisition by the Company. During periods when interest rates
are relatively high, the benefits of leveraging are not as great as during
periods of lower interest rates because the investment in the business
opportunity held on a leveraged basis will only be profitable if it generates
sufficient revenues to cover the related debt and other costs of the financing.
Lenders from which the Company may obtain funds for purposes of a leveraged
buy-out may impose restrictions on the future borrowing, distribution, and
operating policies of the Company. It is not possible at this time to predict
the restrictions, if any, which lenders may impose or the impact thereof on the
Company.
PROPERTIES
The company has an oral agreement with the Company president for use of office
space, telephones and secretarial services supplied free of charge to the
Company. The Company has no other property.
COMPETITION
The Company is an insignificant participant among firms which engage in business
combinations with, or financing of, development stage enterprises. There are
many established management and financial consulting companies and venture
capital firms which have significantly greater financial and personnel
resources, technical expertise and experience than the Company. In view of the
Company's limited financial resources and management availability, the Company
will continue to be at a significant competitors.
REGULATION AND TAXATION
The Investment Company Act of 1940 defines an "investment company" as an issuer
that is or holds itself out as being engaged primarily in the business of
investing, reinvesting or trading of securities. While the Company does not
intend to engage in such activities, the Company could become subject to
regulation under the Investment Company Act of 1940 in the event the Company
obtains or continues to hold a minority interest in a number of development
stage enterprises. The Company could be expected to incur significant
registration and compliance costs if required to register under the Investment
Company Act of 1940. Accordingly, management will continue to review the
Company's activities from time to time with a view toward reducing the
likelihood that the Company could be classified as an "investment company."
The Company intends to structure a merger or acquisition in such a manner as to
minimize Federal and state tax consequences to the Company and to any target
company.
PATENTS
The Company owns no patents and no Internet domain names.
EMPLOYEES
The Company's only employees at the present time is its sole officer and
director, who will devote as much time as the Board of Directors determine is
necessary to carry out the affairs of the Company. (See Directors, Executive
Officers, Promoters and Control Persons").
LEGAL PROCEEDINGS
The Company is not subject to any pending litigation, legal proceedings or
claims.
MANAGEMENT
EXECUTIVE OFFICERS, KEY EMPLOYEES AND DIRECTORS
The members of the Board of Directors of the Company serve until the next annual
meeting of stockholders, or until their successors have been elected. The
officers serve at the pleasure of the Board of Directors.
The current executive officers, key employees and directors of the Company
are as follows:
NAME AGE POSITION
Shirley Bethurum 71 Pres./Sec./Dir.
SHIRLEY BETHURUM. Shirley Bethurum, 71, has been Sole Director, President and
Secretary of the Company since her appointment on May 27, 1996. Ms. Bethurum has
been a principal of several start-up companies. Her experience and skills
include office management, manufacturing design and equipment purchase,
purchase and supply management, direct sales and advertising implementation,
warehouse management and fulfillment, new product introduction and start-up and
financial management. Since 1978, Ms. Bethurum has been the general manager of
Bethurum Research and Development, a pharmaceutical and laboratory company
which develops, manufactures, markets and sells several environmentally-safe
products. including Easy-Ivy (TM), Beach-Aid (TM), Inter-Fear-On-Magic (TM) and
Bushwhacker (TM). Additionally Ms. Bethurum serves as an officer and director
from time to time for other for profit corporations, some of which maintain a
public trading status.
EXECUTIVE COMPENSATION
No compensation is paid or anticipated to be paid by the Company. It is possible
that upon an acquisition some compensation may be paid to management. On
acquisition of a business opportunity, current management may resign and be
replaced by persons associated with the business opportunity acquired,
particularly if the Company participates in a business opportunity by effecting
a reorganization, merger or consolidation. If any member of current management
remains after effecting a business opportunity acquisition, that member's time
commitment will likely be adjusted based on the nature and method of the
acquisition and location of the business which cannot be predicted. Compensation
of management will be determined by the new board of directors, and shareholders
of the Company will not have the opportunity to vote on or approve such
compensation.
Directors currently receive no compensation for their duties as directors.
EMPLOYMENT AGREEMENTS
The Company has not entered into any employment agreements with any of its
employees, and employment arrangements are all subject to the discretion of the
Company's sole director, Shirley Bethurum.
PRINCIPAL STOCKHOLDERS
The following table presents certain information regarding beneficial ownership
of the Company's Common Stock as of December 6, 1999, by (I) each person known
by the Company to be the beneficial owner of more than 5% of the outstanding
shares of Common Stock, (ii) each director of the Company, (iii) each Named
Executive Officer and (iv) all directors and executive officers as a group.
Unless otherwise indicated, each person in the table has sole voting and
investment power as to the shares shown.
Shares Percent Percent
Beneficially Before After
Owned Offering Offering
Name and Address of Beneficial Owner
Offering
- ---------------------------------- -------- -------- --------
Shirley Bethurum 800,000 80% 76.19%
CERTAIN TRANSACTIONS
In connection with organizing the Company, on June 10, 1996, persons consisting
of its officers, directors, and other individuals were issued a total of 1,000
shares of Common Stock without nominal or par value. On November 11, 1999, the
outstanding shares were forward split 100 to 1 and the par value was changed to
$.001, resulting in a total of 1,000,000 shares outstanding. Under Rule 405
promulgated under the Securities Act of 1933, Ms Bethurum may be deemed to be a
promoter of the Company. No other persons are known to Management that would be
deemed to be promoters.
DESCRIPTION OF SECURITIES
The authorized capital stock of the Company consists of 100,000,000 shares of
Common Stock, $.001 par value per share. Upon consummation of this Offering,
there will be outstanding 1,010,000 shares of Common Stock.
COMMON STOCK
Holders of Common Stock are entitled to one vote for each share held on all
matters submitted to a vote of stockholders, including the election of
directors.
Holders of common stock do not have subscription, redemption or conversion
rights, nor do they have any preemptive rights.
Holders of common stock do not have cumulative coting rights, which means that
the holders of more than half of all voting rights with respect to common stock
and Preferred Stock can elect all of the Company's directors. The Board of
Directors is empowered to fill any vacancies on the Board of Directors created
by resignations, subject to quorum requirements.
Holders of Common Stock will be entitled to receive such dividends, if any, as
may be declared from time to time by the Board of Directors out of funds legally
available therefor, and will be entitled to receive, pro rata, all assets of the
Company available for distribution to such holders upon liquidation.
All outstanding shares of Common Stock are, and the Common Stock offered hereby,
upon issuance and sale, will be, fully paid and nonassessable.
TRANSFER AGENT, WARRANT AGENT AND REGISTRAR
The transfer agent, warrant agent and registrar for the Common Stock is Alexis
Stock Transfer, P.O. Box 1405, Rancho Mirage, CA 92270.
SHARES ELIGIBLE FOR FUTURE SALE
Upon completion of this Offering, the Company will have 1,010,000 shares of
Common Stock outstanding. All shares sold in this offering will be freely
transferable without restriction or further registration under the Securities
Act of 1933, as amended. However, any share purchased by an affiliate (in
general, a person who is in a control relationship with the Company), will be
subject to the limitations of Rule 144 promulgated under the Securities Act.
Under Rule 144 as currently in effect, a person (or persons whose shares are
aggregated with those of others) whose restricted shares have been fully paid
for and meet the rule's one year holding provisions, including persons who may
be deemed affiliates of the Company, may sell restricted securities in broker's
transactions or directly to market makers, provided the number of shares sold in
any three month period is not more than the greater of 1% of the total shares of
common stock then outstanding or the average weekly trading volume for the four
calendar week period immediately prior to each such sale. After restricted
securities have been fully paid for and held for two years, restricted
securities may be sold by persons who are not affiliates of the Company without
regard to volume limitations. Restricted securities held by affiliates must
continue, even after the two year holding period, to be sold in brokers'
transactions or directly to market makers subject to the limitations described
above.
Prior to this offering, no public market has existed for the Company's shares of
common stock. However, the Company's market maker, National Capital, has filed
an application for a quotation with the National Quotation Bureau's "pink
sheets," which application is still pending. No predictions can be made as to
the effect, if any, that market shares or the availability of shares for sale
will have on the market price prevailing from time to time. The sale, or
availability for sale, of substantial amounts of common stock in the public
market could adversely affect prevailing market prices.
UNDERWRITING
This offering is self underwritten by the Company through its officers and
directors on a best efforts basis. Therefore, there is no underwriter or broker
compensation involved, and the Company is acting as its own underwriter.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for the
Company by Kenneth G. Eade, Santa Barbara, California.
EXPERTS
The Financial Statements and schedules of the Company as of December 31, 1999
and 1998 included in this Prospectus and elsewhere in the Registration Statement
have been audited by Robinson, Hill & Co., independent public accountants for
the Company, as set forth in its reports thereon appearing elsewhere herein, and
are included in reliance upon such reports, given upon the authority of such
firm as experts in accounting and auditing.
ADDITIONAL INFORMATION
The Company has filed with the Securities and Exchange Commission ("SEC") a
registration statement on Form SB-2 under Securities Act of 1933, as amended,
with respect to the securities. This prospectus, which forms a part of the
registration statements, does not contain all of the information set forth in
the registration statement as permitted by applicable SEC rules and regulations.
Statements in this prospectus about any contract, agreement or other document
are not necessarily complete. With respect to each such contract, agreement, or
document filed as an exhibit to the registration statement, reference is made to
the exhibit for a more complete description of the matter involved, and each
such statement is qualified in its entirety by this reference.
The registration statement may be inspected without charge and copies may be
obtained at prescribed rates at the SEC's public reference facilities at
Judiciary Plaza, 450 Fifth Street NW, Room 1024, Washington, DC 20549, or on the
Internet at http://www.sec.gov.
The Company will furnish to its shareholders annual reports containing audited
financial statements reported on by independent public accountants for each
fiscal year and make available quarterly reports containing unaudited financial
information for the first three quarters of each fiscal year.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
HITCHIN' POST INCORPORATED
Independent Auditor's Report ............................................. F-1
Balance Sheets
December 31, 1999 and 1998 .............................................. F-2
Statements of Operations
For the Years Ended December 31, 1999 and 1998 .......................... F-3
Statements of Changes in Stockholders' Equity
For the Years Ended December 31, 1999 and 1998 .......................... F-4
Statements of Cash Flows
For the Years Ended December 31, 1999 and 1998 .......................... F-5
Notes to Consolidated Financial Statements ............................... F-6
INDEPENDENT AUDITORS' REPORT
Hitchin' Post Incorporated
(A Development Stage Company)
We have audited the accompanying balance sheets of Hitchin' Post Incorporated (a
development stage company) as of December 31, 1999 and 1998, and the related
statements of operations, stockholders' equity, and cash flows for the two years
ended December 31, 1999. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Hitchin' Post Incorporated (a
development stage company) as of December 31, 1999 and 1998, and the results of
its operations and its cash flows for the two years ended December 31, 1999 in
conformity with generally accepted accounting principles.
Respectfully submitted
/S/ ROBISON, HILL & CO.
Certified Public Accountants
Salt Lake City, Utah
January 7, 2000
[CAPTION]
HITCHIN' POST INCORPORATED
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
December 31,
---------------------
1999 1998
------- -------
Assets: ............................................ $ -- $ --
======= =======
Liabilities - Accounts Payable ..................... $ -- $ 200
------- -------
Stockholders' Equity:
Common Stock, Par value $.001
Authorized 100,000,000 shares,
Issued 1,000,000 shares at December 31,
1999 and 1998 .................................. 1,000 1,000
Paid-In Capital .................................. 440 --
Retained Deficit ................................. (1,200) (1,200)
Deficit Accumulated During the
Development Stage .............................. (240) --
------- -------
Total Stockholders' Equity .................... -- (200)
------- -------
Total Liabilities and
Stockholders' Equity ........................ $ -- $ --
======= =======
[CAPTION]
HITCHIN' POST INCORPORATED
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
Cumulative
For year ended Since Inception
December 31, of Development
-------------- Stage
1999 1998
----- ----- -----
Revenues: .................................. $-- $ -- $ --
Expenses: .................................. 240 100 240
----- ----- -----
Net Loss ................................ $(240) $(100) $(240)
----- ----- -----
Basic & Diluted loss per share .............$ -- $ --
===== ===== ======
[CAPTION]
HITCHIN' POST INCORPORATED
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
Common Stock
Add'l Paid-
Accumulated
Shares Amount In Capital
Deficit Total
---- ----- ------ ----- ------
Balance at May 23, 1996 (inception) -- $ -- $ -- $ -- $ --
June 10, 1996 Issuance of Stock for
Services and payment
of Accounts Payable .............. 1,000 1,000 -- -- --
Net Loss .......................... -- -- -- (1,000) --
------ ------ ----- ------ -------
Balance at December 31, 1996 ...... -- -- -- (1,000) --
Net Loss .......................... -- -- -- 100 --
------ ------ ------ ------ ------
Balance at December 31, 1997
As Originally Reported ........... 1,000 1,000 -- (1,100) --
Retroactive adjustment for 1,000
to 1 stock split November 11, 1999 999,000 -- -- --
--------- ------- ------ ------- --------
Restated balance January 1, 1998 .. 1,000,000 1,000 -- (1,100) --
Net Loss .......................... -- -- -- (100) --
------- ------- ------ ------- -------
Balance at December 31, 1998 ...... 1,000,000 1,000 -- (1,200) --
Capital contributed by Shareholder -- -- 440 -- --
Net Loss .......................... -- -- -- -- (240)
------- ------- ------- ------ --------
Balance at December 31, 1999 ...... 1,000,000 $ 1,000 $ 440 (1,200)$(240)
========= ======= === ======== ====
[CAPTION]
HITCHIN' POST INCORPORATED
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
Cumulative
For year ended Since Inception
December 31, of Development
--------------- Stage
1999 1998
------ ------ -----
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Loss .............................. $(240) $(100) $(240)
Increase (Decrease) in Accounts Payable (200) 100 (200)
----- ----- -----
Net Cash Used in operating activities (440) -- (440)
CASH FLOWS FROM INVESTING
ACTIVITIES:
Net cash provided by
investing activities -- -- --
----- ----- -----
CASH FLOWS FROM FINANCING
ACTIVITIES:
Capital contributed by shareholder 440 -- 440
----- ----- -----
Net Cash Provided by
Financing Activities 440 -- 440
----- ----- -----
Net (Decrease) Increase in
Cash and Cash Equivalents -- -- --
Cash and Cash Equivalents
at Beginning of Period -- -- --
----- ----- -----
Cash and Cash Equivalents
at End of Period $ -- $ -- $ --
===== ===== =====
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest $ -- $ -- $ --
Franchise and income taxes $ 300 $ -- $ 300
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND
FINANCING ACTIVITIES: None
[CAPTION]
HITCHIN' POST INCORPORATED
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of accounting policies for Hitchin' Post Incorporated is
presented to assist in understanding the Company's financial statements. The
accounting policies conform to generally accepted accounting principles and have
been consistently applied in the preparation of the financial statements.
ORGANIZATION AND BASIS OF PRESENTATION
The Company was incorporated under the laws of the State of Nevada on May 23,
1996. The Company ceased all operating activities during the period from May 23,
1996 to June 5, 1999 and was considered dormant. Since June 5, 1999, the Company
is in the development stage, and has not commenced planned principal operations.
NATURE OF BUSINESS
The Company has no products or services as of December 31, 1999. The Company
was organized as a vehicle to seek merger or acquisition candidates. The Company
intends to acquire interests in various business opportunities, which in the
opinion of management will provide a profit to the Company.
CASH AND CASH EQUIVALENTS
For purposes of the statement of cash flows, the Company considers all highly
liquid debt instruments purchased with a maturity of three months or less to be
cash equivalents to the extent the funds are not being held for investment
purposes.
PERVASIVENESS OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles required management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
LOSS PER SHARE
The reconciliations of the numerators and denominators of the basic loss per
share computations are as follows:
Per-Share
INCOME SHARES AMOUNT
(Numerator) (Denominator)
FOR THE YEAR ENDED DECEMBER 31, 1999
Basic Loss per Share
Loss to common shareholders ............ $ (240) 1,000,000 $ --
========= ========= =========
FOR THE YEAR ENDED DECEMBER 31, 1998
Basic Loss per Share
Loss to common shareholders ............ $ (100) 1,000,000 $ --
========= ========= =========
The effect of outstanding common stock equivalents would be anti-dilution for
December 31, 1999 and 1998 and are thus not considered.
NOTE 2 - INCOME TAXES
As of December 31, 1999, the Company had a net operating loss carry forward for
income tax reporting purposes of approximately $1,000 that may be offset against
future taxable income through 2011. Current tax laws limit the amount of loss
available to be offset against future taxable income when a substantial change
in ownership occurs. Therefore, the amount available to offset future taxable
income may be limited. No tax benefit has been reported in the financial
statements, because the Company believes there is a 50% or greater chance the
carry forwards will expire unused. Accordingly, the potential tax benefits of
the loss carry forwards are offset by a valuation allowance of the same amount.
NOTE 3 - DEVELOPMENT STAGE COMPANY
The Company has not begun principal operations and as is common with a
development stage company, the Company has had recurring losses during its
development stage.
NOTE 4 - COMMITMENTS
As of December 31, 1999 all activities of the Company have been conducted by
corporate officers from either their homes or business offices. Currently, there
are no outstanding debts owed by the company for the use of these facilities and
there are no commitments for future use of the facilities.
NOTE 5 - STOCK SPLIT
On November 11, 1999 the Board of Directors authorized 1,000 to 1 stock split,
changed the authorized number of shares to 100,000,000 shares and the par value
to $.001 for the Company's common stock. As a result of the split, 999,000
shares were issued. All references in the accompanying financial statements to
the number of common shares and per-share amounts for 1999 and 1998 have been
restated to reflect the stock split.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS OFFERING
OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR BY THE UNDERWRITERS. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY
OTHER THAN THE SECURITIES OFFERED BY THIS PROSPECTUS, OR AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES BY ANY PERSON IN ANY JURISDICTION
IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IS UNLAWFUL. THE
DELIVERY OF THIS PROSPECTUS SHALL NOT, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
THE DATE OF THIS PROSPECTUS.
TABLE OF CONTENTS
PAGE
---------
Available Information...........................
Prospectus Summary..............................
Risk Factors....................................
Use of Proceeds.................................
Dividend Policy.................................
Price Range of Securities.......................
Capitalization..................................
Dilution........................................
Selected Consolidated Financial Data............
Management's Discussion and Analysis of
Financial Condition and Results of
Operations....................................
Business........................................
Management......................................
Certain Transactions............................
Principal Stockholders..........................
Description of Securities.......................
Shares Eligible for Future Sale.................
Underwriting....................................
Legal Matters...................................
Experts.........................................
Index to Financial Statements...................
HITCHIN' POST INCORPORATED
10,000 SHARES OF COMMON STOCK
- -------------
PROSPECTUS
- -------------
MARCH 2, 2000
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
NRS 78.751 provides that the Company may provide in its articles of
incorporation, by laws or by agreement, to indemnify the Company's officers and
directors and affects their liability in that capacity, for any and all costs
incurred in defending a civil or criminal action, suit or proceeding must be
paid by the corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding, upon receipt of an undertaking by
or on behalf of the director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he is not entitled to be
indemnified by the corporation. The provisions of this subsection do not affect
any rights to advancement of expenses to which corporate personnel other than
directors or officers may be entitled under any contract or otherwise by law.
The Company's By-Laws and Articles of Incorporation, as amended, substantively
provide that the Company indemnify its officers, directors, employees and agents
to the fullest extent permitted by NRS 78.751.
ITEM 25. OTHER EXPENSES OF ISSUANCES AND DISTRIBUTION.
The Registrant estimates that expenses payable by it in connection with the
Offering described in this Registration Statement (other than the underwriting
discount and commissions and reasonable expense allowance) will be as follows:
SEC registration fee........................................... $
Printing and engraving expenses................................ $500
Accounting fees and expenses................................... $0
Legal fees and expenses (other than Blue Sky).................. $12,000
Blue sky fees and expenses (including legal and filing fees)... $1,000
Miscellaneous.................................................. $1,000
-------
Total........................................................ $14,500
-------
-------
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES
The following securities were issued by the Company within the past three years
and were not registered under the Securities Act.
In connection with organizing the Company, on June 10, 1996, persons consisting
of its officers, directors, and other individuals were issued a total of 1,000
shares of Common Stock without nominal or par value, pursuant to the exemption
from registration contained within Section 4(2) of the Securities Act of 1933,
to company officers, directors, and individuals with a relationship to Company
officers and directors. On November 11, 1999, the outstanding shares were
forward split 100 to 1 and the par value was changed to $.001, resulting in a
total of 1,000,000 shares outstanding.
ITEM 27. EXHIBITS
(a) The following exhibits are filed as part of this Registration Statement:
EXHIBIT
NUMBER DESCRIPTION
- ----------- -------------------------------------
3.1 Articles of Incorporation
3.2 Amendment to Articles of Incorporation
3.4 By-Laws
4.1 Form of Common Stock Certificate
5.1 Opinion of Kenneth G. Eade, Attorney at Law
(including consent)
23.1 Consent of Robinson, Hill & Co.
23.2 Consent of Kenneth G. Eade(filed as part of Exhibit 5.1)
ITEM 28. UNDERTAKINGS.
The undersigned Company 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. Notwithstanding the foregoing, 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 prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent 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.
(e) 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 Company pursuant to the provisions referred to under Item 24 of
this Registration Statement, or otherwise, the Company has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Company of expenses incurred or paid by a director,
officer or a controlling person of the Company 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 Company will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of competent 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.
(f) (1) For determining any liability under the Securities Act, treat the
information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Company under Rule 424(b)(1), or (4), or 497(h) under
the Securities Act as part of this Registration Statement as of the time the
Commission declared it effective.
(2) For determining any liability under the Securities Act, treat each post
effective amendment that contains a form of prospectus as a new registration
statement for the securities offered in the registration statement, and that
offering of the securities at that time as the initial bona fide offering of
those securities.
II-6
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the city of Palm
Desert, state of California, on MARCH 2, 2000.
HITCHIN' POST INCORPORATED
BY: /s/ SHIRLEY A. BETHURUM
- ------------------------------------
Shirley A. Bethurum, Chief Executive
Officer/President/Secretary/Director
In accordance with the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates stated.
SIGNATURE TITLE DATE
--------- ----- -----
/s/ SHIRLEY A. BETHURUM Chief Executive Officer March 2, 2000
________________________ Secretary/Director
Shirley A. Bethurum
EX-1.1
EXHIBIT 1.1
ARTICLES OF INCORPORATION
OF HITCHIN' POST INCORPORATED
FIRST. The name of the corporation is:
HITCHIN' POST INCORPORATED
SECOND. Its registered office in the State of Nevada is located at 2533 North
Carson Street, Carson City, Nevada 89706 that this Corporation may maintain an
office, or offices, in such other place within or without the State of Nevada as
may be from time to time designated by the Board of Directors, or by the By-Laws
of said Corporation, and that this Corporation may conduct all Corporation
business of every kind and nature, including the holding of all meetings of
Directors and Stockholders, outside the State of Nevada as well as within the
State of Nevada.
THIRD. The objects for which this Corporation is formed are: To engage in any
lawful activity, including, but not limited to the following:
(A) Shall have such rights, privileges and powers as may be conferred upon
corporations by any existing law.
(B) May at any time exercise such rights, privileges and powers, when not
inconsistent with the purposes and objects for which this corporation is
organized.
C) Shall have power to have succession by its corporate name for the period
limited in its certificate or articles of incorporation, and when no period is
limited, perpetually, or until dissolved and its affairs wound up according to
law. Shall have power to sue and be sued in any court of law or equity.
D) Shall have power to make contracts.
E) Shall have power to hold, purchase and convey real and personal estate and to
mortgage or lease any such real and personal estate with its franchise. The
power to hold real and personal estate shall include the power to take the same
by devise or bequest in the State of Nevada, or in any other state, territory or
country.
G) Shall have power to appoint such offices and agents as the affairs of the
corporation shall require, and to allow them suitable compensation.
H) Shall have power to make By-Laws not inconsistent with the constitution or
Laws of the United States, or of the State of Nevada, for the management,
regulation and government of its affairs and property, the transfer of its
stock, the transaction of its business, and the calling and holding of meetings
of its stockholders.
I) Shall have power to wind up and dissolve itself, or be wound up or dissolved.
J) Shall have power to adopt and use a common seal or stamp, and alter the same
at pleasure. The use of a seal or stamp by the corporation on any corporate
documents is not necessary. The corporation may use a seal or stamp, if it
desires, but such use or nonuse shall not in any way affect the legality of the
document.
K) Shall have power to borrow money and contract debts when necessary for the
transaction of its business, or for the exercise of its corporate rights,
privileges or franchises, or for any other lawful purpose of its incorporation;
to issue bonds, promissory notes, bills of exchange, debentures, and other
obligations and evidences of indebtedness, payable at a specified time or times,
or payable upon the happening of a specified event or events, whether secured by
mortgage, pledge or otherwise, or unsecured, for money borrowed, or in payment
for property purchased, or acquired, or for any other lawful object.
L) Shall have power to guarantee, purchase, hold sell, assign, transfer,
mortgage, pledge or otherwise dispose of the shares of the capital stock of, or
any bonds, securities or evidences of the indebtedness created by, any other
corporation or corporations of the State of Nevada, or any other state or
government, and, while owners of such stock, bonds, securities or evidence of
indebtedness, to exercise all the rights, powers and privileges of ownership,
including the right to vote, if any.
M) Shall have power to purchase, hold, sell and transfer shares of its own
capital stock, and use therefore its capital, capital surplus, surplus, or other
property of fund.
N) Shall have power to conduct business, have one or more offices, and hold,
purchase, mortgage and convey real and personal property in the State of Nevada,
and in any one of the several states, territories, possessions and dependencies
of the United States, the District of Columbia, and any foreign countries.
O) Shall have power to do all and everything necessary and proper for the
accomplishment of the objects enumerated in its certificate or articles of
incorporation, or any amendment thereof, or necessary or incidental to the
protection and benefit of the corporation, and, in general, to carry on any
lawful business necessary or incidental to the attainment of the objects of the
corporation, whether or not such business is similar in nature to the objects
set forth in the certificate or articles of the incorporation, or any amendment
thereof.
P) Shall have power to make donations for the public welfare or for charitable,
scientific or educational purposes.
Q) Shall have power to enter into partnerships, general or limited, or joint
ventures, in connection with any lawful activities, as may be allowed by law.
FOURTH. That the total number of common stock authorized that may be issued by
the Corporation is TWENTY-FIVE THOUSAND (25,000) shares of stock without nominal
or par value and no other class of stock shall be authorized. Said shares may be
issued by the corporation from time to time for such considerations as may be
fixed by the Board of Directors.
FIFTH. The governing board of this corporation shall be known as directors, and
the number of directors may from time to time be increased or decreased in such
manner as shall be provided by the By-Laws of this Corporation, providing that
the number of directors shall not be reduced to fewer than one (1).
The name and post office address of the first Board of Directors shall be one
(1) in number and listed as follows:
Robert Seligman
2533 North Carson Street
Carson City, Nevada 89706
SIXTH. The capital stock, after the amount of the subscription price, or par
value, has been paid in, shall not be subject to assessment to pay the debts of
the corporation.
SEVENTH. The name and post office address of the Incorporator signing the
Articles of Incorporation is as follows:
Robert Seligman
2533 North Carson Street
Carson City, Nevada 89706
EIGHTH. The resident agent for this corporation shall be:
LAUGHLIN ASSOCIATES, INC.
The address of said agent, and the registered or statutory address of this
corporation in the State of Nevada, shall be:
2533 North Carson Street
Carson City, Nevada 89706
NINTH. The corporation is to have perpetual existence.
TENTH. In furtherance and not in limitation of the power conferred by statue,
the Board of Directors is expressly authorized, Subject to the By-Laws, if any,
adopted by the Stockholders, to make, alter or amend the By-Laws of the
Corporation. To fix the amount to be reserved as working capital over and above
its capital stock paid in; to authorize and cause to be executed, mortgages and
liens upon the real and personal property of this Corporation. By resolution
passed by a majority of the whole Board, to designate one (1) or more
committees, each committee to consist of one or more or the Directors of the
Corporation, which, to the extent provided in the resolution, or in the By-Laws
of the Corporation, shall have and may exercise the powers of the Board of
Directors in the management of the business and affairs of the Corporation. Such
committee, or committees, shall have such name, or names, as may be stated in
the By-Laws of the Corporation, or as may be determined from time to time by
resolution adopted by the Board of Directors. When and as authorized by the
affirmative vote of the Stockholders holding stock entitling them to exercise at
least a majority of the voting power given at a Stockholders meeting called for
that purpose, or when authorized by the written consent of the holders of at
least a majority of the voting stock issued and outstanding, the Board of
Directors shall have power and authority at any meeting to sell, lease or
exchange all of the property and assets of the Corporation, including its good
will and its corporate franchises, upon such terms and conditions as its board
of Directors deems expedient and for the best interest of the Corporation.
ELEVENTH. No shareholder shall be entitled as a matter of rights to subscribe
for or receive additional shares of any class of stock of the Corporation,
whether now or hereafter authorized, or any bonds, debentures or securities
convertible into stock, but such additional shares of stock or other securities
convertible into stock may be issued or disposed of by the Board of Directors to
such persons and on such terms as in its discretion it shall deem advisable.
TWELFTH. No director or officer of the Corporation shall be personally liable to
the Corporation or any of its stockholders for damages for breach of fiduciary
duty as a director or officer involving any act or omission of any such director
or officer; provided, however, that the foregoing provision shall not eliminate
or limit the liability of a director or officer (i ) for acts or omissions which
involve intentional misconduct, fraud or a knowing violation of law, or (ii) the
payment of dividends in violation of section 78.300 of the Nevada Revised
Statutes. Any repeal or modification of this Article by the stockholders of the
Corporation shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director or officer of the Corporation
for acts or omissions prior to such repeal or modification.
THIRTEENTH. This Corporation reserves the right to amend, alter, change or
repeal any provision contained in the Articles of Incorporation, in the manner
now or hereafter prescribed by statute, or by the Articles of Incorporation, and
all rights conferred upon Stockholders herein are granted subject to this
reservation.
I, THE UNDERSIGNED, being the Incorporator hereinbefore name for the purpose of
forming a Corporation pursuant to the General Corporation Law of the State of
Nevada, do ,make and files these Articles of Incorporation, hereby declaring and
certifying that the facts herein stated are true, and accordingly have hereunto
set my hand this 22nd day of May, 1996.
_______________________
Robert Seligman
STATE OF NEVADA )
) ss.:
CARSON CITY )
On this 22nd day of May 1996, in Carson City, Nevada before me, the undersigned,
a Notary Public in and for Carson City, State of Nevada, personally appeared
Robert Seligman. Known to me to be the person whose name is subscribed to the
foregoing document and acknowledged to me that he executed the same.
___________________________
Notary Public
I, Laughlin Associates, Inc. hereby accept as Resident Agent for the previously
named Corporation.
Date: May 22, 1996
___________________________
Executive Vice President
[CAPTION]
CERTIFICATE OF AMENDMENT OF ARTICLES OF INC.
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
(After Issuance of Stock)
HITCHIN' POST INCORPORATED
I, the undersigned, Shirley Bethurum, President and Secretary of
Hitchin' Post Incorporated, do hereby certify:
That the Board of Directors of said corporation at a meeting duly convened,
held on the 11th day of November 1999, adopted a resolution to amend the
original Articles of Incorporation as follows;
RESOLVED: That the Corporation declare a 1000 to 1 forward stock split;
RESOLVED: That the number of shares of the corporation issued and entitled to
vote on an amendment to the Articles of Incorporation is 1,000,000;
RESOLVED: That the authorized stock of the Company be and is hereby amended
as follows;
100,000,000 shares of Common Stock with a par value of $.001 share.
RESOLVED: That the said change(s) and amendments have been consented to and
approved by a majority vote of the stockholders holding at least a majority of
each class of stock outstanding and entitled to vote thereon.
_____________________
President
[CAPTION]
BYLAWS OF "HITICHIN' POST INCORPORATED "(the "Corporation")
Article I. Office
The Board of Directors shall designate and the Corporation shall maintain a
principal office. The location of the principal office may be changed by the
Board of Directors. The Corporation also may have offices in such other places
as the Board may from time to time designate.
Article II. Shareholders Meetings
1. Annual Meetings
The annual meeting of the shareholders of the Corporation shall be held at such
place within or outside the State of Nevada as shall be set forth in compliance
with these Bylaws. The meeting shall be held during the month of June of each
year. If such day is a legal holiday, the meeting may be on the next business
day. This meeting shall be for the election of Directors and for the transaction
of such other business as may properly come before it.
2. Special Meetings
Special meetings of shareholders, other than those regulated by statute, may be
called by the President upon written request of the holders of fifty percent or
more of the outstanding shares entitled to vote at such special meeting. Written
notice of such meeting stating the place, the date and hour of the meeting, the
purpose or purposes for which it is called, and the name of the person by whom
or at whose direction the meeting is called shall be given.
3. Notice of Shareholders Meetings
The Secretary shall give written notice stating the place, day, and hour of the
meeting, and in the case of a special meeting, the purpose or purposes for which
the meeting is called, which shall be delivered not less than ten or more than
fifty days before the date of the meeting, either personally or by mail 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 books of the
Corporation, with postage thereon prepaid. Attendance at the meeting shall
constitute a waiver of notice thereof.
4. Place of Meeting
The Board of Directors may designate any place, either within or without the
State of Nevada, as the place of meeting for any annual meeting or for any
special meeting called by the Board of Directors. A waiver of notice signed by
all shareholders entitled to vote at a meeting may designate any place, either
within or without the State of Nevada, as the place for the holding of such
meeting. If no designation is made, or if a special meeting is otherwise called,
the place of meeting shall be the principal office of the Corporation.
5. Record Date
The Board of Directors may fix a date not less than ten nor more than sixty days
prior to any meeting as the record date for the purpose of determining
shareholders entitled to notice of and to vote at such meetings of the
shareholders. The transfer books may be closed by the Board of Directors for a
stated period not to exceed fifty days for the purpose of determining
shareholders entitled to receive payment of any dividend, or in order to make a
determination of shareholders for any other purpose.
6. Quorum
A majority of the outstanding shares of the Corporation entitled to vote,
represented in person, telephonically 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 a meeting resumed after
any such adjournment 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.
7. Voting
A holder of an outstanding share, entitled to vote at a meeting, may vote at
such meeting in person or by proxy. Except as may otherwise be provided in the
currently filed Articles of incorporation, every shareholder shall be entitled
to one vote for each share standing in his name on the record of shareholders.
Except as herein or in the currently filed Articles of Incorporation otherwise
provided, all corporate action shall be determined by a majority of the vote's
cast at a meeting of shareholders by the holders of shares entitled to vote
thereon.
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 duly authorized
attorney-in-fact. Such proxy shall be filed with the Secretary of the
Corporation before or at the time of the meeting. No proxy shall be valid after
six months from the date of its execution.
9. Informal Action by Shareholders
Any action required to 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 a majority of the shareholders entitled to vote with respect
to the subject matter thereof.
Article III. Board Of Directors
1. General Powers
The business and affairs of the Corporation shall be managed by its Board of
Directors. The Board of Directors may adopt such rules and regulations for he
conduct of their meetings and the management of the Corporation as they deem
appropriate under the circumstances. The Board shall have authority to authorize
changes in the Corporation's capital structure.
2. Number, Tenure and Qualification
The number of Directors of the Corporation shall be a number between one and
five, as the Directors may by resolution determine from time to time. Each of
the Directors shall hold office until the next annual meeting of shareholders
and until his successor shall have been elected and qualified.
3. Regular Meetings
A regular meeting of the Board of Directors shall be held without other notice
than by 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 other
notice than this resolution.
4. Special Meetings
Special meetings of the Board of Directors may be called by order of the
Chairman of the Board or the President. The Secretary shall give notice of the
time, place and purpose or purposes of each special meeting by mailing the same
at least two days before the meeting or by telephone, telegraphing or
telecopying the same at least one day before the meeting to each Director.
Meeting of the Board of Directors may be held by telephone conference call.
5. Quorum
A majority of the members of the Board of Directors shall constitute a quorum
for the transaction of business, but less than a quorum may adjourn any meeting
from time to time until a quorum shall be present, whereupon the meeting may be
held, as adjourned, without further notice. At any meeting at which every
Director shall be present, even though without any formal notice, any business
may be transacted.
6. Manner of Acting
At all meetings of the Board of Directors, each Director shall have one vote.
The act of a majority of Directors present at a meeting shall be the act of the
full Board of Directors, provided that a quorum is present.
7. Vacancies
A vacancy in the Board of Directors shall be deemed to exist in the case of
death, resignation, or removal of any Director, or if the authorized number of
Directors is increased, or if the shareholders fail, at any meeting of the
shareholders, at which any Director is to be elected, to elect the full
authorized number of Director to be elected at that meeting.
8. Removals
Directors may be removed, at any time, by a vote of the shareholders holding a
majority of the shares outstanding and entitled to vote. Such vacancy shall be
filled by the Directors then in office, though less than a quorum, to hold
office until the next annual meeting or until his successor is duly elected and
qualified, except that any directorship to be filled by election by the
shareholders at the meeting at which the Director is removed. No reduction of
the authorized number of Directors shall have the effect of removing any
Director prior to the expiration of his term of office.
9. Resignation
A Director may resign at any time by delivering written notification thereof to
the President or Secretary of the Corporation. A resignation shall become
effective upon its acceptance by the Board of Directors; provided, however, that
if the Board of Directors has not acted thereon within ten days from the date of
its delivery, the resignation shall be deemed accepted.
10. 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(s) taken unless his dissent shall be placed 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.
11. Compensation
By resolution of the Board of Directors, the Directors may be paid their
expenses, if any, of attendance at each meeting of the Board of Directors or a
stated salary as Director. No such payment shall preclude any Director from
serving the Corporation in any other capacity and receiving compensation
therefor.
12. Emergency Power
When, due to a national disaster or death, a majority of the Directors are
incapacitated or otherwise unable to attend the meetings and function as
Directors, the remaining members of the Board of Directors shall have all the
powers necessary to function as a complete Board, and for the purpose of doing
business and filling vacancies shall constitute a quorum, until such time as all
Directors can attend or vacancies can be filled pursuant to these Bylaws.
13. Chairman
The Board of Directors may elect from its own number a Chairman of the Board,
who shall preside at all meetings of the Board of Directors, and shall perform
such other duties as may be prescribed from time to time by the Board of
Directors. The Chairman may by appointment fill any vacancies on the Board of
Directors.
Article IV. Officers
1. Number
The Officers of the Corporation shall be a President, one or more Vice
Presidents, and a Secretary Treasurer, each of whom shall be elected by a
majority of the Board of Directors. Such other Officers and assistant Officers
as may be deemed necessary may be elected or appointed by Board of Directors. 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 or may not be
Directors or shareholders of the Corporation.
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 convenient. 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.
3. Resignations
Any Officer may resign at any time by delivering a written resignation either to
the President or to the Secretary. Unless otherwise specified therein, such
resignation shall take effect upon delivery.
4. Removal
Any Officer or agent may be removed by the Board of Directors whenever in its
judgment the best interests of the Corporation will be served thereby, 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. Any such removal shall require a majority vote of the
Board of Directors, exclusive of the Officer in question if he is also a
Director.
5. Vacancies
A vacancy in any office because of death, resignation, removal, disqualification
or otherwise, or if a new office shall be created, may be filled by the Board of
Directors for the un-expired portion of the term.
6. President
The President shall be the chief executive and administrative Officer of the
Corporation. He shall preside at all meetings of the stockholders and, in the
absence of the Chairman of the Board, at meetings of the Board of Directors. He
shall exercise such duties as customarily pertain to the office of President and
shall have general and active supervision over the property, business, and
affairs of the Corporation and over its several Officers, agents, or employees
other than those appointed by the Board of Directors. He may sign, execute and
deliver in the name of the Corporation powers of attorney, contracts, bonds and
other obligations, and shall perform such other duties as may be prescribed from
time to time by the Board of Directors or by the Bylaws.
7. Vice President
The Vice President shall have such powers and perform such duties as may be
assigned to him by the Board of Directors or the President. In the absence or
disability of the President, the Vice President designated by the Board or the
President shall perform the duties and exercise the powers of the President. A
Vice President may sign and execute contracts and other obligations pertaining
to the regular course of his duties.
8. Secretary
The Secretary shall keep the minutes of all meetings of the stockholders and of
the Board of Directors and, to the extent ordered by the Board of Directors or
the President, the minutes of meetings of all committees. He shall cause notice
to be given of meetings of stockholders, of the Board of Directors, and of any
committee appointed by the Board. He shall have custody of the corporate seal
and general charge of the records, documents and papers of the Corporation not
pertaining to the performance of the duties vested in other Officers, which
shall at all reasonable times be open to the examination of any Directors. He
may sign or execute contracts with the President or a Vice President thereunto
authorized in the name of the Corporation and affix the seal of the Corporation
thereto. He shall perform such other duties as may be prescribed from time to
time by the Board of Directors or by the Bylaws.
9. Treasurer
The Treasurer shall have general custody of the collection and disbursement of
funds of the Corporation. He shall endorse on behalf of the Corporation for
collection checks, notes and other obligations, and shall deposit the same to
the credit accounts to any Director of the Corporation upon application at the
office of the Corporation during business hours; and, whenever required by the
Board of Directors or the President, shall render a statement of his accounts.
He shall perform such other duties as may be prescribed from time to time by the
Board of Directors or by the Bylaws.
10. Other Officers
Other Officers shall perform such duties and shall have such powers as may be
assigned to them by the Board of Directors.
11. Salaries
The salaries or other compensation of the Officers of the Corporation shall be
fixed from time to time by the Board of Directors, except that the Board of
Directors may delegate to any person or group of persons the power to fix the
salaries or other compensation of any subordinate Officers or agents. No Officer
shall be prevented from receiving any such salary or compensation by reason of
the fact that he is also a Director of the Corporation.
12. Surety Bonds
In case the Board of Directors shall so require, any Officer or agent of the
Corporation shall execute to the Corporation a bond in such sums and with such
surety or sureties as the Board of Directors may direct, conditioned upon the
faithful performance of his duties to the Corporation, including responsibility
for negligence and for the accounting for all property, moneys or securities of
the Corporation, which may come into his hands.
Article V. Contracts, Loans, Checks And Deposits
1. Contracts
The Board of Directors may authorize any Officer 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.
2. Loans
No loan or advance shall be contracted on behalf of the Corporation, no
negotiable paper or other evidence of its obligation under any loan or advance
shall be issued in its name, and no property of the Corporation shall be
mortgaged, pledged, hypothecated or transferred as security for the payment of
any loan, advance, indebtedness or liability of the Corporation unless and
except as authorized by the Board of Directors. Any such authorization may be
general or confined to specific instances.
3. 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, or as may be selected
by an Officer or agent of the Corporation authorized to do so by the Board of
Directors.
4. Checks and Drafts
All notes, drafts, acceptances, checks, endorsements and evidence of
indebtedness of the Corporation shall be signed by such Officer or Officers or
such agent or agents of the Corporation and in such manner as the Board of
Directors from time to time may determine. Endorsements for deposits to the
credit of the Corporation in any of its duly authorized depositories shall be
made in such manner as the Board of Directors may from time to time determine.
5. Bonds and Debentures
Every bond or debenture issued by the Corporation shall be in the form of an
appropriate legal writing, which shall be signed by the President or Vice
President and by the Treasurer or by the Secretary, and sealed with the seal of
the Corporation. The seal may be facsimile, engraved or printed. Where such bond
or debenture is authenticated with the manual signature of an authorized Officer
of the Corporation or other trustee designated by the indenture of trust or
other agreement under which such security is issued, the signature of any of the
Corporation's Officers named thereon may be facsimile. In case any Officer who
signed, or whose facsimile signature has been used on any such bond or
debenture, shall cease to be an Officer of the Corporation for any reason before
the same has been delivered by the Corporation, such bond or debenture may
nevertheless be adopted by the Corporation and issued and delivered as though
the person who signed it or whose facsimile signature has been used thereon had
not ceased to be such Officer.
Article VI Capital Stock
1. Certificate of Share
The shares of the Corporation shall be represented by certificates prepared by
the Board of Directors and signed by the President. The signatures of such
Officers upon a certificate may be facsimiles if the certificate is
countersigned by a transfer agent or registered by a registrar other than the
Corporation itself or one of its employees. 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 canceled except that in case of a lost, destroyed or mutilated certificate, a
new one may be issued therefor upon such terms and indemnity to the Corporation
as the Board of Directors may prescribe.
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 corporation authorizes the transfer of
shares without medallion guarantee, such transfers will be guaranteed by the
Corporation. 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.
3. Transfer Agent and Registrar
The Board of Directors of shall have the power to appoint one or more transfer
agents and registrars for the transfer and registration of certificates of stock
of any class, and may require that stock certificates shall be countersigned and
registered by one or more of such transfer agents and registrars.
4. Lost or Destroyed Certificates
The Corporation may issue a new certificate to replace any certificate
theretofore issued by it alleged to have been lost or destroyed. The Board of
Directors may require the owner of such a certificate or his legal
representative to give the Corporation a bond in such sum and with such sureties
as the Board of Directors may direct to indemnify the Corporation as transfer
agents and registrars, if any, against claims that may be made on account of the
issuance of such new certificates. A new certificate may be issued without
requiring any bond.
5. Consideration for Shares
The capital stock of the Corporation shall be issued for such consideration as
shall be fixed from time to time by the Board of Directors. In the absence of
fraud, the determination of the Board of Directors as to the value of any
property or services received in full or partial payment of shares shall be
conclusive.
6. Registered Shareholders
The Corporation shall be entitled to treat the holder of record of any share
or shares of stock as the holder thereof, in fact, and shall not be bound to
recognize any equitable or other claim to or on behalf of this Corporation to
any and all of the rights and powers incident to the ownership of such stock at
any such meeting, and shall have power and authority to execute and deliver
proxies and consents on behalf of this Corporation in connection with the
exercise by this Corporation of the rights and powers incident to the ownership
of such stock. The Board of Directors, from time to time, may confer like powers
upon any other person or persons.
Article VII. Indemnification
No Officer or Director shall be personally liable for any obligations of the
Corporation or for any duties or obligations arising out of any acts or conduct
of said Officer or Director performed for or on behalf of the Corporation. The
Corporation shall and does hereby indemnify and hold harmless each person and
his heirs and administrators who shall serve at any time hereafter as a Director
or Officer of the Corporation from and against any and all claims, judgments and
liabilities to which such persons shall become subject by reason of his having
heretofore or hereafter been a Director or Officer of the Corporation, or by
reason of any action alleged to have heretofore or hereafter taken or omitted to
have been taken by him as such Director or Officer, and shall reimburse each
such person for all legal and other expenses reasonably incurred by him in
connection with any such claim or liability, including power to defend such
persons from all suits or claims as provided for under the provisions of the
Nevada Revised Statutes; provided, however, that no such persons shall be
indemnified against, or be reimbursed for, any expense incurred in connection
with any claim or liability arising out of his own negligence or willful
misconduct. The rights accruing to any person under the foregoing provisions of
this section shall not exclude any other right to which he may lawfully be
entitled, nor shall anything herein contained restrict the right of the
Corporation to indemnify or reimburse such person in any proper case, even
though not specifically herein provided for. The Corporation, its Directors,
Officers, employees and agents shall be fully protected in taking any action or
making any payment, or in refusing so to do in reliance upon the advice of
counsel.
Article VIII. Notice
Whenever any notice is required to be given to any shareholder or Director of
the Corporation under the provisions of the Articles of Incorporation, or under
the provisions of the Nevada Statutes, 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.
Attendance at any meeting shall constitute a waiver of notice of such meetings,
except where attendance is for the express purpose of objecting to the holding
of that meeting.
Article IX. Amendments
These Bylaws may be altered, amended, repealed, or new Bylaws adopted by a
majority of the entire Board of Directors at any regular or special meeting. Any
Bylaw adopted by the Board may be repealed or changed by the action of the
shareholders.
Article X. Fiscal Year
The fiscal year of the Corporation shall be fixed and may be varied by
resolution of the Board of Directors.
Article XI. Dividends
The Board of Directors may at any regular or special meeting, as they
deem advisable, declare dividends payable out of the surplus of the Corporation.
Article XII. Corporate Seal
The seal of the Corporation shall be in the form of a circle and shall
bear the name of the Corporation and the year of incorporation. Such seal is not
mandatory that it be affixed to the corporate documents.
June 10, 1996
_______________________
Secretary
Exhibit 4.1
[CAPTION] SPECIMEN OF COMMON STOCK CERTIFICATE HITCHIN'POST, INC.
[________]NUMBER SHARES [________] INCORPORATED UNDER THE LAWS OF THE STATE OF
NEVADA 100,000,000 SHARES COMMON STOCK AUTHORIZED, $.001 PAR VALUE COMMON STOCK
CUSIP
SEE REVERSE FOR CERTAIN DEFINITIONS
THIS CERTIFIES THAT
Is the RECORD HOLDER OF SHARES OF FULLY PAID AND NON-ASSESSABLE SHARES OF
COMMON STOCK OF HITCHIN' POST INCORPORATED TRANSFERABLE ON THE BOOKS OF THE
CORPORATION IN PERSON OR BY DULY AUTHORIZED ATTORNEY UPON SURRENDER OF THIS
CERTIFICATE PROPERLY ENDORSED. THIS CERTIFICATE AND THE SHARES REPRESENTED
HEREBY ARE SUBJECT TO THE LAWS OF THE STATE OF NEVADA, AND TO THE CERTIFICATE OF
INCORPORATION AND BYLAWS OF THE CORPORATION, AS NOW OR HEREAFTER AMENDED. THIS
CERTIFICATE IS NOT VALID UNTIL COUNTERSIGNED BY THE TRANSFER AGENT.
WITNESS the facsimile seal of the Corporation and the signature of its duly
authorized officers.
Dated:
[SEAL OF HITCHIN'POST INCORPORATED]
/s / SHIRLEY BETHURUM /s/ SHIRLEY BETHURUM
- - ------------------- ---------------------
President Secretary
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - ____Custodian____
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right under Uniform Gifts to Minors Act
of survivorship and not as tenants in common
________________________
(State)
Additional abbreviation may also be used though not in above list.
FOR VALUE RECEIVED, _________hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- ---------------------------------------
- ---------------------------------------
__________________________________________________________________________
(Please print or typewrite name and address including zip code of assignee)
__________________________________________________________________________
__________________________________________________________________________
__________________________________________________________________________
Shares of the capital stock represented by the within Certificate, and do
hereby irrevocably constitute and appoint
__________________________________________________________________________
Attorney to transfer the said stock on the books of the within-named
Corporation with full power of substitution in the premises.
Dated:
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the Certificate, in every particular, without
alteration or enlargement, or any change whatever.
EXHIBIT 5.1 OPINION OF COUNSEL AND CONSENT
March 1, 2000
Board of Directors
Hitchin' Post Incorporated
44489 Town Center Way
Palm Desert, CA 92260-2723
Re: Hitchin' Post Incorporated
Gentlemen:
The undersigned is counsel for Hitchin' Post Incorporated. I have been requested
to render an opinion on the tradeability of the 10,000 shares of the company
proposed to be sold pursuant the the Company's Registration Statement on Form
SB-2. In rendering this opinion, I have reviewed the Company's Registration on
Form SB-2, the Company's Form 10SB, company articles of incoroporation and by
laws and other corporate documents. All representations made to me in the
company documents and by company officers and directors are demmed to be
accurate. It is my opinion that the shares to be issued will be free trading
shares. It is further my opinion that:
1. The Company is a corporation duly organized, validly existing and in good
standing and is qualified to do business in each jurisdiction in which such
qualification is required.
2. That the shares of common stock to be issued by the Company have been
reserved and, when issued, will be duly and properly approved by the Company's
Board of Directors.
3. That the shares of stock, when and as issued, will be fully paid and
non-assessable, and will be a valid and binding obligation of the corporation.
4. That the shares of common stock have not been but will be registered under
the Securities Act of 1933, as amended (the "Act"), and will be registered by
coordination with or exempt from the securities laws of the state jurisdictions
in which they will be sold.
I hereby consent to the use of this opinion in the Company's Registration
Statement on Form SB-2. Please feel free to contact the undersigned should you
have any further questions regarding this matter.
Very truly yours,
/s/ Kenneth G. Eade
____________________
KENNETH G. EADE
[CAPTION]
CONSENT OF INDEPENDENT ACCOUNTANT We consent to the incorporation by reference
in the Registration Statement on From SB-2 our report dated January 7, 2000 and
the related statements of income, stockholder's equity, and cash flows for the
years then ended.
/s/ROBINSON, HILL & CO.
ROBINSON, HILL & CO.
Certified Public Accountants
Salt Lake City, Utah
March 1, 2000
