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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-SBA
GENERAL FORM FOR REGISTRATION OF
SECURITIES OF SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
Ballistic Ventures Inc. (formerly whOOdoo.com Inc.)
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(Name of Small Business Issuer in its Charter)
DELAWARE 51-0392750
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1283 Crossfield Bend
Mississauga, Ontario
Canada, L5G 3P5
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(Address of principal executive offices)
Issuer's telephone number: (905) 891-0207
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Securities to be registered under Section 12(b) of the Act:
Name of Each Exchange on Which
Title of Each Class to be so Registered Each Class is to be Registered
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None None
Securities to be registered under Section 12(g) of the Act:
COMMON STOCK
(Title of Class)
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Introduction
This 10-SBA is being filed as an amendment in response to comments from the
Securities and Exchange Commission and due to the fact that significant changes
have occurred since the original filing of the 10SB on February 11,2000. Since
the original filing under the name of Whoodoo.com Inc., a Delaware Company, we
(1) became unable to meet our daily operating expenses and have been voluntarily
shut down, and (2) changed our name to Ballistic Ventures Inc. We anticipate in
the near future filing with the Securities and Exchange Commission and
distributing to the shareholders a Form 14C relating to the disposition of our
assets and the ratification of the name change to Ballistic Ventures Inc.
We may be the subject of a "Reverse Acquisition". A reverse acquisition is the
acquisition of a private ("Target") company by a public ("Registrant") company,
by which a private company's shareholders acquire control of the public company.
While no negotiations are in progress, and no potential targets have been
identified, the business plan of this registrant will become a plan to find such
a target or targets, and attempt to acquire them for stock.
ITEM 1. DESCRIPTION OF BUSINESS
BRIEF OVERVIEW
We were a development stage internet company which had developed and was in the
process of refining a network of regional search engine Internet portals to
provide the users access to more localized, relevant, and interest-specific
information than they presently could obtain from the more established, large
Internet search engine portals and to provide local businesses an opportunity to
target these local users.
As of May 2000 it became apparent to the current management that the economic
conditions were such that we would be unable to continue down the original
business plan path which we had intended to pursue, and we would have to change
our focus in order that we could maximize the value of the common stock and
ultimately maximize shareholder value. We were unable to generate enough revenue
to meet our day-to-day operating expenses and could not foresee to do so in the
long run so we could in fact become a viable operation. Our working capital was
limited and we could not raise any further financing under the market
conditions, which prevailed at the time.
Because of these circumstances, our business has been discontinued and we are in
the process of disposing our assets. Our plan is to acquire a new profitable
business.
OUR HISTORY
On July 17, 2000, whOOdoo.com Inc., changed its name to Ballistic Ventures, Inc.
We were incorporated in Florida on June 17, 1997, as Permastoprust
(International), Inc., and changed our name to Greystone Credit Inc.
("Greystone") in June of 1999. On August 4, 1999 Greystone acquired whOOdoo.com,
Inc.("whOOdoo Florida"), a Florida corporation, incorporated on April 9, 1999,
in a share exchange. The exchange ratio in the Whoodoo (FL)-Whoodoo exchange was
a one for one ratio, and the percentage of ownership that was acquired in the
share exchange, by the whOOdoo Florida shareholders, was 59.4%. At the same
time, Greystone changed its state of incorporation to Delaware and its name to
whOOdoo.com, Inc. At the time of the
<PAGE>
acquisition of whOOdoo Florida, Greystone had no operations or liabilities. The
merger and recapitalization was accounted for as a reverse merger. As a result,
our financial statements of the Company are those of whOOdoo Florida.
Collectively Ballistic Ventures, Inc., Greystone Credit, Inc. and whOOdoo.com,
Inc., are known as "We", "Us", "Our".
On August 4, 1999, immediately prior to the share exchange described in the
preceding paragraph, whOOdoo Florida purchased all of the operating assets,
prepaid expenses and intangibles, of BGS Southwest, Inc. for $100,000, plus the
assumption of liabilities of $29,382. These assets included software licensing
keys, software, office equipment, computer equipment, operating assets, prepaid
expenses and intangibles.
BGS, a Florida corporation organized on February 1, 1997, conducted business as
WhOOdoo Studios and was controlled by our former president and chief executive
officer, Mr. Paulo Mylla, and his wife. Based in Naples, Florida, BGS provided
Internet solutions including website design and programming, website hosting and
Internet consulting. BGS, through Whoodoo Studios, developed our initial search
engine and the regional website concept. As part of the transaction on August 4,
1999, BGS sold substantially all of its assets to us, including all intellectual
property regarding the search engines and regional websites.
Due to the change in business focus described above, Mr. Mylla resigned his
position as President, Chief Executive Officer and Director and Mr. Eric Pinkney
assumed the executive position of President and Secretary from Mr. Mylla in May
of 2000.
Effective May 31, 2000, we ceased all activities and operations and are an
inactive company. On that date, Ballistic Ventures , K2 Ventures, Inc. (the
"Purchaser"), the former president, and former vice president and certain other
stockholders (the "Other Stockholders") entered into an Escrow Agreement (the
"Escrow Agreement"). The Escrow Agreement provides that the former president
will purchase some of our assets from us for $1.00, the former vice president
will release the parties to the Escrow Agreement from any liability or claim he
may have against such parties for past or future actions in exchange for our
rights known as "Post Offer", and the purchaser will purchase 11,235,700 shares
of common stock from the former president, the former vice president and the
other shareholders, and assume liabilities totaling approximately $77,000.
It is anticipated that the transaction contemplated by the Escrow Agreement will
be completely consummated following the filing with the Securities and Exchange
Commission, and distribution to our shareholders, of an Information Statement on
Form 14C regarding the disposition.
BUSINESS DEVELOPMENT
Dependence on Management. Ballistic Ventures is required to rely on Management's
skill, experience and judgment, both in regard to extreme selectivity, and in
any final decision to pursue any particular business venture, as well as the
form of business combination, should an agreement be reached at some point to
acquire or combine.
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OUR OPERATIONS
We currently operate out of Mr. Pinkney's office located at 1283 Crossfield
Bend, Mississauga, Ontario, Canada. The leased premises, which were located at
1660 Trade Center Way, Naples, Florida, were vacated and an agreement was
reached with the landlord to terminate the lease contract. There are currently
no full-time employees, nor are there any plans to hire any.
FORWARD-LOOKING STATEMENTS
This registration statement contains forward-looking statements that relate to
future events or our future financial performance. In some cases, you can
identify forward-looking statements by terminology such as "may," "will,"
"should,""expect," "plan," "anticipate," "believe," "estimate," "predict,"
"intend,""potential" or "continue" or the negative of these terms or other
comparable terminology. These statements are only predictions. We cannot
guarantee future results, levels of activity, performance or achievements. We
undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
Our actual results could differ materially from those anticipated in these
forward-looking statements as a result of various factors, including the risks
outlined under this item 1, Description of Business and elsewhere in this
registration statement.
RISKS RELATING TO OPERATIONS
We do not have any business operations or assets and have no written or oral
agreement for the acquisition of a business or asset at this time. We have
neither a history of earnings nor have we paid dividends. We are unlikely to
realize earnings or pay dividends in the immediate or foreseeable future.
There is no assurance that we will be able to identify acquisitions, which will
be profitable. As at the date of this filing, we have not identified any
potential business or assets for acquisition. Moreover, should we identify any
assets or businesses and determine that an acquisition is warranted, we may not
be able to finance the acquisition and additional funds may be required to meet
such obligations.
CONTROL BY MANAGEMENT
Events since the initial filing of the 10SB have led to changes with respect to
the controlling shareholders of Ballistic Ventures. These changes are due to the
sale of the shares by Paulo Mylla and certain other shareholders contemplated in
the Escrow Agreement dated May 31, 2000 described above.
As of the May 31, 2000, as contemplated by the Escrow Agreement, K2 Ventures
acquired, subject to the terms of the Escrow Agreement, 11,235,700 common
shares, which is 55.3% of the outstanding common shares of Ballistic Ventures
Inc. The completion of the transactions contemplated by the Escrow Agreement,
following the Form 14C filing and distribution to shareholders described above,
will therefore result in a change in control of Ballistic Ventures.
Eric Pinkney, President and Secretary, and a director of Ballistic Ventures,
currently does not own any common shares, while William Dickie, the other
director of Ballistic Ventures, owns 100,000 common shares as at June 30, 2000.
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FUTURE SALES OF OUR COMMON STOCK MAY DEPRESS OUR STOCK PRICE
As of June 30, 2000, there were 20,305,398 shares of common stock outstanding of
which 15,315,803 shares are restricted. If our stockholders sell substantial
amounts of this restricted stock, including shares issued upon the exercise of
outstanding options and warrants, the market price of our common stock could
fall. The 15,315,803 shares of restricted common stock outstanding are available
for sale in the public market under Rule 144 of the Securities Act of 1933.
OUR STOCK IS SUBJECT TO SPECIAL REGULATION AS A PENNY STOCK BECAUSE OF ITS
TRADING PRICE
Our common stock is a "penny stock" under the Securities and Exchange Commission
rules that imposes special sales practice requirements upon broker-dealers.
These rules generally restrict the liquidity of a penny stock and prevent
brokers-dealers from soliciting purchases except to accredited investors and
existing customers who agree in writing to purchase penny stocks. For purposes
of the rule, the phrase "accredited investors" means, in general terms,
institutions with assets in excess of $5,000,000, or individuals having a net
worth in excess of $1,000,000 or having an annual income that exceeds $200,000
(or that, when combined with a spouse's income, exceeds $300,000). For
transactions covered by the rule, the broker-dealer must make a special
suitability determination for the purchaser and receive the purchaser's written
agreement to the transaction prior to the sale.
In addition, the Securities and Exchange Commission has adopted a number of
rules to regulate "penny stocks." The rules may further affect the ability of
owners of shares to sell the securities of the Company in any market that might
develop for them. Under the Securities Enforcement Remedies and Penny Stock
Reform Act of 1990, broker-dealers which engage in transactions in penny stocks
have additional disclosure requirements, including the requirement to deliver a
standardized risk disclosure document that provides information about penny
stocks and the risks in the penny stock market. Broker-dealers must also provide
customers with current bid and offer quotations for the penny stock, the
compensation of the broker-dealer and its salesperson in the transaction, and
monthly statements showing the market value of each penny stock held in the
customer's account.
Shareholders should be aware that, according to Securities and Exchange
Commission Release No. 34-29093, the market for penny stocks has suffered in
recent years from patterns of fraud and abuse. Such patterns include (i) control
of the market for the security by one or a few broker-dealers that are often
related to the promoter or issuer; (ii) manipulation of prices through
prearranged matching of purchases and sales and false and misleading press
releases; (iii) "boiler room" practices involving high-pressure sales tactic and
unrealistic price projections by inexperienced sales persons; (iv) excessive and
undisclosed bid-ask differentials and markups by selling broker-dealers; and (v)
the wholesale dumping of the same securities by promoters and broker-dealers
after prices have been manipulated to a desired level, along with the resulting
inevitable collapse of those prices and with consequent investor losses. Our
management is aware of the abuses that have occurred historically in the penny
stock market. Although we do not expect to be in a position to dictate the
behavior of the market or of broker-dealers who participate in the market, we
will strive within the confines of practical limitations to prevent the
described patterns from being established with respect to our securities.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF
OPERATION.
For the fiscal year ended June 30, 2000, our auditors in note 3, of the
Financial Statements, have noted that there is substantial doubt about our
ability to continue as a going concern. Our existence is dependent upon
management funding operations, locating and merging us into a profitable
operating company and raising sufficient capital. At this point in time it is
impossible to state an amount of additional funding which we believe would
remove the going concern opinion, as the company is inactive at this time.
The prospects for the future of Ballistic Ventures, Inc., rests with the current
management team, and their ability to find a profitable business venture which
can utilize the "shell" company. Part of this process is to successfully
complete the necessary filings with the Securities and Exchange Commission.
Once the necessary filings have been completed, the current management team will
be proactive in reviewing potential projects that could potentially be a good
fit for Ballistic Ventures. This process does not have a defined time period,
other than the process will begin once all of the filings have been completed.
The results of operation are not discussed for the years ended December 31, 1997
and 1998, because our predecessor was not incorporated until April 1999. We did
continue to do some hosting and web site design but the amount of revenue, which
was included in the company's operation, was immaterial.
PLAN OF OPERATION
The Plan of Operations for Ballistic Ventures, Inc., is to ensure that we do not
have outstanding liabilities, which have been incurred under the previous
management team and under the original business operations. The current
management team has undertaken to pay off all outstanding liabilities, and as of
September 30, 2000, approximately $13,000 remained unpaid from the May 31, 2000
balance of $77,000. At the same time, the current management of Ballistic
Ventures has undertaken to make certain filings with the Securities and Exchange
Commission. Once we have completed the required filings with the Securities and
Exchange Commission, the current management team will seek to find a profitable
project for the "shell".
LIQUIDITY AND CAPITAL RESOURCES
Since our inception, we have relied almost exclusively upon the sale of
securities to finance our operations. The only exception is a small loan, which
we have since paid. We have not received any financing commitments, and
therefore we are dependent upon the skill and ability of the current management
team to raise additional financing and/or to find a suitable project to "vend"
into the shell company.
YEAR 2000 COMPLIANCE
None. We have not encountered and do not expect to encounter difficulties
resulting from year 2000 compliance issues.
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ITEM 3. PROPERTY
The registrant has no property and enjoys the non-exclusive use of office and
telephone services of its President and Secretary. The registrant neither owns
nor leases any real or personal property. Office services are currently provided
without charge. Such costs are immaterial. The registrant may be billed for
services such as copying and printing and major mailings.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table provides certain information as of September 30, 2000
concerning the beneficial ownership of our common stock held by each director;
each person known by us to be the beneficial owner of at least 5% of the
Company's voting stock; and all executive officers and directors as a group.
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PERCENT OF
NAME AND ADDRESS AMOUNT AND NATURE OF SHARES
TITLE OF CLASS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1) OUTSTANDING
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Common Stock K2 Ventures (2) 11,235,700 55.3%
27 Reid Street,
Hamilton, HM 11,
Bermuda
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Common Stock Eric Pinkney
1283 Crossfield Bend Nil
Mississauga, Ontario
L5G 3P5
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Common Stock William P. Dickie
21 Hilltop Road 100,000 *
Toronto, Ontario
M5H 2GP
All directors and executive officers of the
Company as a group (2 persons) 100,000 *
* represent less than 1% of voting power
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(1) Beneficial ownership exists when a person has either the power to vote or
sell our Common Stock. Unless otherwise indicated, we believe that all persons
named in the table have sole voting and investment power with respect to all
securities beneficially owned by them. A person is deemed to be the beneficial
owner of securities that can be acquired by such person within 60 days from the
date whether upon the exercise of options or otherwise.
(2) K2 Ventures Inc., 27 Reid Street, Hamilton, HM 11, Bermuda. The sole
director of this company is Brian Lines of Bermuda. Forstreet Nominees is 100%
shareholder of K2 Ventures Inc. K2 Ventures was established in May 2000, in
order to help facilitate the Escrow Agreement, which has been discussed
previously in Item 1 above. K2 Ventures has purchased 11,235,700 shares from
Paulo Mylla and certain other shareholders, and controls 55.3% of the
outstanding common shares subject to terms of the Escrow Agreement.
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Reverse Acquisition: A reverse acquisition of a target business or company would
be expected to involve a change of control of the Registrant, and the
designation of new management. The financial statements of this Registrant would
become largely unreflective of the true condition of the Registrant after such
an acquisition. If required, Shareholder approval would be solicited, pursuant
to the laws of the State of Delaware, to approve the acquisition, change of
control, and any material corporate changes incidental to the reorganization of
this Registrant. In connection with any required solicitation of shareholder
approval, whether or not proxies are solicited, the Registrant would provide
shareholders with the fullest possible disclosure of all information material to
shareholder consideration, and such disclosures would include audited financial
statements of the target entity, if available. If shareholder approval is sought
in advance of audited financial statements of an acquisition target, the
authority of management to consummate any transaction would be contingent on a
proper audit of the target meeting the criteria of any un-audited information
relied upon by shareholders.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Directors and Executive Officers
The following table provides important information concerning our directors,
executive officers, and key employees as of October 1, 2000.
NAME AGE POSITION
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Eric Pinkney 38 President, chief executive Officer and Director
William P. Dickie 57 Director
Eric Pinkney joined our board of director's in May 2000. From 1994 to July 2000,
Mr. Pinkney had been the Chief Financial Officer of FMC Software Inc. (formerly
SRG Software Inc.), of Toronto, Canada, a Software Engineering Company, which
provided quality systems analysis, design and programming to primarily fortune
500 and fortune 1000 companies. Mr. Pinkney and his partners sold FMC Software
to Financial Models Corporation, of Mississauga, Ontario, a publicly traded
company listed on the Toronto Stock Exchange in March 1999. Mr. Pinkney holds a
B.A. degree from the University of Guelph, majoring in Marketing, and as well
has substantially completed his courses towards The Certified General
Accountants program in Ontario. Mr. Pinkney has also served on the board of
directors of Thornecliffe Ventures since 1997, a publicly listed company trading
on the Vancouver Stock Exchange.
William P. Dickey joined our board of directors in August 1999. Since 1983, Mr.
Dickey has been vice president of Mid-North Engineering Services, Ltd., a
company that provides administrative and consulting services to public and
private companies ranging from accounting, corporate secretarial and office
accommodations to financing, proposals and restructuring.
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ITEM 6. EXECUTIVE COMPENSATION
Provided is information with respect to compensation paid by us in the fiscal
year ended June 30, 2000, to our chief executive officer and other officers
whose compensation exceeded $100,000.
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ANNUAL COMPENSATION
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(a) (b) (c) (d)
other annual
NAME AND PRINCIPAL POSITION Year Salary compensation
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Mr. Paulo Mylla For Fiscal Year $ 0(1) $5,379 (2)
Former President and Ended June 30, 2000
chief executive officer
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(1) Mr. Mylla did not receive a salary from us but received compensation from
BGS Southwest Florida, Inc. as described below in Item 7. Mr. Mylla resigned, as
an officer and director of Ballistic Ventures, on May 31, 2000.
(2) Represents lease payments on a Jeep Cherokee of $489.00 for the months of
July 1999 through May 2000.
There is no present program of executive, or director compensation, and no plan
or compensation is expected to be adopted or authorized until a suitable project
is located and operations are launched, and revenues are achieved. Mr. Pinkney
is not compensated directly for his time but is reimbursed for any direct
expenses incurred on behalf of Ballistic Ventures. As of September 30, 2000, Mr.
Pinkney has not been reimbursed for any direct expenses. Mr. Dickey devotes only
insubstantial time to the affairs of Ballistic Ventures.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Unless otherwise clear from the context, all references to the number of shares
of our subsidiary, whoodoo.com (FL), Inc., a Florida corporation, give effect to
a 44,500-for-one stock split on July 16, 1999.
Prior to the share exchange by and between Greystone Credit, Inc. and
whOOdoo.com, Inc. (whOOdoo Florida), Paulo Mylla and Brian Leith, President and
Vice President, respectively of whOOdoo Florida, owned a combined total of
11,125,000 common shares or 84.6% of the total 13,153,500 shares outstanding.
Paulo Mylla owned 8,595,000 common shares and Brian Leith owned 2,530,000 common
shares. After the share exchange with Greystone Credit, Inc., Mr. Mylla and Mr.
Leith continued to own 11,125,000 of the new total of 18,715,998 outstanding
shares, or 59.4%.
On April 9, 1999, as its initial capitalization, whoodoo.com (FL), Inc. sold a
total of 11,125,000 shares of common stock to its founders, and promoters, Mr.
Paulo Mylla and Mr. Brian Leith, at par value of $.001 per share or for a total
of $500. On July 21, 1999, whoodoo.com (FL), Inc. sold 1,590,000 shares of its
common stock for par value of $.001 per share. These shares include 100,000
shares issued to Mr. William P. Dickie, a director, as a finder's fee relating
to the May 5, 1999 sale of 428,500 shares of whoodoo.com (FL) Inc.'s common
stock for $.35 per share.
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On August 4, 1999, we purchased all of the operating assets, prepaid expenses
and intangibles from BGS, a company owned by Mr. Paulo Mylla, for $100,000, plus
the assumption of liabilities of $29,382. At the time of the reorganization, on
August 4, 1999, we assumed BGS's line of credit with a bank, which was
personally guaranteed by Mr. Mylla and his wife. The balance on the line of
credit as of June 30, 1999 was $9,805, and was subsequently paid in full. We
also assumed a note payable to Mr. Mylla in the amount of $8,000, which was
subsequently paid. In August 1999, we entered into an agreement wherein BGS
provided management services to us. These services were for a term of 36 months
for a monthly cost of $49,200, for up to 1,000,000 Internet impressions per
month. For the year ended June 30, 2000, BGS was paid approximately $393,600 by
us. As of May 31, 2000, the agreement was terminated. It was through this
agreement, Mr. Mylla received his compensation for services to Ballistic
Ventures.
The share exchange contemplated in the Escrow Agreement, as described in Item
1,Description of Business, allowed K2 Ventures to acquire 11,235,700 common
shares from Mr. Mylla and certain other shareholders. Mr. Mylla and certain
other shareholders retained 229,300 common shares, while K2 Ventures acquired
11,235,700 common shares. The Escrow Agreement also allowed Mr. Mylla to
purchase some of the assets from us for $1.00. The assets are comprised of the
following:
1) Ballistic Ventures clients.
2) Software license keys.
3) Software.
4) Intellectual properties such as code, domain names and trademarks.
5) Computer equipment.
The table shown below, details the number of shares of Ballistic Ventures, which
each related party to the Escrow Agreement had prior to entering into the escrow
agreement, the number of shares which they have after entering into the escrow
agreement, and the number of shares which were sold to K2 Ventures.
<TABLE>
<CAPTION>
Common shares held by Common shares held
related parties before Number of shares by related parties
Escrow Agreement sold to K2 Ventures after Escrow Agreement
---------------- ------------------- ----------------------
<S> <C> <C> <C>
Paulo Mylla 8,595,000 8,423,100 171,900
Ernest Sittenfield 200,000 196,000 4,000
Kevin Casey 100,000 98,000 2,000
Sharon Snew 30,000 29,400 600
Stephanie Pera 10,000 9,800 200
Brian Leith 2,530,000 2,479,400 50,600
---------- ---------- -------
11,465,000 11,235,700 229,300
</TABLE>
Mr. Pinkney has entered into a verbal agreement with K2 Ventures, that in return
for no direct executive compensation, he is allowed to purchase from K2 Ventures
200,000 common shares of the company at a future point in time at $0.15 per
share.
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ITEM 8. DESCRIPTION OF SECURITIES
Our authorized capital stock is 50,000,000 shares of Common Stock, par value
$.001 per share, of which 20,305,398 shares are outstanding, as of June 30,
2000.
Holders of our common stock have one vote per share on each matter submitted to
a vote of the shareholders, no cumulative voting rights, and a ratable right to
our net assets upon liquidation. Holders of our common stock do not have
preemptive rights to purchase additional shares of common stock or other
subscription rights. The common stock carries no conversion rights and is not
subject to redemption or to any sinking fund provisions. All shares of common
stock are entitled to share equally in the dividends from legally available
sources as determined by the board of directors. Upon our dissolution or
liquidation, whether voluntary or involuntary, holders of our common stock are
entitled to receive our assets available for distribution to the shareholders.
All outstanding shares of common stock are fully paid and non-assessable.
PART II
ITEM 1. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
MARKET PRICES OF SECURITIES
Our common stock was approved for trading on the "pink sheets" on December 3,
1999 under the symbol WHOO. The symbol was changed to BLLV, after we changed our
name to Ballistic Ventures, Inc., on July 14, 2000. The following table sets
forth the prices as reported to us by the "pink sheets" trading information. The
prices reflected are the High and Low closing bids, for each period as shown
below.
HIGH LOW
---- ---
Year 1999 December 3 - December 31 $1.00 $.01
Year 2000 January 3 - March 31 $2.125 $.75
Year 2000 April 3 - June 30 $.875 $.125
Year 2000 July 3 - September 29 $.015 $.08
As of June 30, 2000 there were approximately 529 beneficial holders of our
common stock.
We did not pay dividends on our common stock in 1998 or 1999 and we do not
anticipate paying any dividends thereon in the foreseeable future.
ITEM 2. LEGAL PROCEEDINGS
At the time the Escrow Agreement, described above in Item 1. Description of
Business, was entered into between K2, Paulo Mylla and the other shareholders,
Brian Leith, a former director, had a claim against Whoodoo.com(FL), Inc.,
Whoodoo.com, Inc.(DE), and BGS (SOUTHWEST FLORIDA) INC. for wrongful dismissal.
The proceedings were instituted in April 2000, and took place in the Circuit
Court, 20th Jud. Circuit, Collier County, FL. Mr. Leith sought damages equal to
$165,000 (three times his base salary) and other unquantified damages. In
accordance with the terms of the Escrow Agreement, Leith has agreed to release
Ballistic Ventures, Mylla, and certain other parties to the Escrow
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Agreement from any liability or claim that Leith may have against such parties
for past or future actions and to seek dismissal of any actions currently
pending and involving any parties to this Escrow Agreement in exchange for all
rights to our property known as "Post Offer", as is, without supporting
hardware. There was delivered and filed, in June 2000, with the court a notice
of voluntary dismissal without prejudice against all defendants.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not Applicable
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
In August of 1999, we issued an aggregate of 13,153,500 shares of our common
stock to the 16 former shareholders of whoodoo.com, Inc., a Florida corporation,
in exchange for all of the outstanding shares of that corporation. This
transaction, involving a limited number of sophisticated investors, was
accomplished under the exemption provided under Section 4(2) of the 33 Act. The
certificates representing these shares bear a restrictive legend.
In August of 1999, we sold an aggregate of 1,062,500 shares of our common stock
to five sophisticated institutional type investors in a private placement at a
cash purchase price $.80 per share for aggregate proceeds of $850,000. This
placement was accomplished under the exemption from registration provided under
section 4(2) of the 33 Act. The certificates representing these shares bear a
restrictive legend.
In August and September of 1999, we also sold an aggregate of 20,500 shares of
our common stock to three sophisticated individuals in a private placement at a
cash purchase price of $1.00 per share for aggregated proceeds of $20,500. This
placement was accomplished under the exemption from registration provided under
section 4(2) of the 33 Act. The certificates representing these shares bear a
restrictive legend.
In February of 2000, we sold an aggregate of 531,250 shares of our common stock
to five sophisticated institutional type investors pursuant to the exercise of
outstanding warrants at a cash purchase price of $.80 per share for aggregate
proceeds of $425,000. This sale was accomplished under the exemption from
registration provided under section 4(2) of the 33 Act. The certificates
representing these shares bear a restrictive legend.
In the first quarter of 2000, 6,400 shares of our common stock were sold to
employees for $252 and the difference between the market price and the sales
price, $6,148, was expensed as compensation. This placement was accomplished
under the exemption from registration provided under section 4(2) of the 33 Act.
The certificates representing these shares bear a restrictive legend.
In June of 2000, we sold an aggregate of 531,250 shares of our common stock to
five sophisticated institutional type investors pursuant to the exercise of
outstanding warrants at a cash purchase price of $.10 per share, which
approximated market value, for aggregate proceeds of $53,125. This sale was
accomplished under the exemption from registration provided under Section 4(2)
of the 33 Act. The certificates representing these shares bear a restrictive
legend.
11
<PAGE>
PART III
ITEM 1. INDEX OF EXHIBITS
2.1 Form of Certificate Incorporation of Ballistic Ventures, Inc.*
2.2 Form of Reorganization Agreement*
2.3 Form of Asset Purchase Agreement the Company and BGS*
4.1 Form of Warrants issued to investors*
4.2 Form of Warrants issued to equipment leasing company*
4.3 Form of Common Stock certificate*
10.1 Form of BGS Management Agreement with addendum*
10.2 Form of Equipment Management and Co-hosting Agreement*
10.3 Escrow agreement (filed with form 10sba)**
11. Statement of computation of per share earnings*
21 Subsidiaries*
27 Financial Data Schedule*
* filed with original 10SB on February 11, 2000, under the name of whOOdoo.com,
Inc.
** filed with 10SBA on November 9, 2000, under the name of Ballistic Ventures,
Inc.
12
<PAGE>
SIGNATURE
In accordance with Section 12 of the Securities Exchange Act of 1934,
the registrant caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized.
June 30, 2000 Ballistic Ventures, Inc.
By: /s/ Eric Pinkney
----------------------------------
Eric Pinkney, President
13
<PAGE>
Ballistic Ventures, Inc.
FORMERLY WHOODOO.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
FOR THE PERIOD ENDED JUNE 30, 2000
TABLE OF CONTENTS
PAGE
----
Report of Independent Certified Public Accountants F-1
Balance Sheets F-2
Statements of Operations F-3
Statement of Changes to Stockholders' equity F-4
Statements of Cash Flows F-5
Notes to Financial Statements F-6
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors and
Stockholders
Ballistic Ventures, Inc.,
Formerly whOOdoo.com, Inc.
We have audited the accompanying balance sheet of Ballistic Ventures, Inc.,
formerly whOOdoo.com, Inc., (a development stage company) as of June 30, 2000,
and the related statements of operations, stockholders' deficit and cash flows
for the year ended June 30, 2000 and for the period April 9, 1999(inception) to
June 30, 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 audits 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 opinions.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Ballistic Ventures, Inc.,
formerly whOOdoo.com, Inc., (a development stage company) as of June 30, 2000,
and the results of its operations and cash flows for the year ended June 30,
2000 and the period ended April 9, 1999 (inception) to June 30, 1999, in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company has suffered significant losses during the
development stage that raise substantial doubt about its ability to continue as
a going concern. Management's plans in regard to these matters are also
described in Note 3. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
Sweeney, Gates & Co.
Fort Lauderdale, Florida
October 12, 2000
F-1
<PAGE>
BALLISTIC VENTURES, INC.,
FORMERLY WHOODOO.COM, INC.,
(a development stage company)
BALANCE SHEETS
ASSETS
Current assets:
Cash, held by related party $ 44,988
Accounts receivable 1,271
-----
Total current assets $ 46,259
------
$ 46,259
=========
LIABILITIES AND SHAREHOLDERS EQUITY
Current liabilities:
Accounts payable $ 66,518
Loans payable-short term 10,000
-------
Total current liabilities 76,518
------
Stockholders deficit:
Common stock: $0.01 par value 50,000,000 shares
authorized;20,305,398 shares issued and outstanding 20,305
Additional paid-in capital 2,979,591
Deficit accumulated during the development stage (3,030,155)
-----------
Total stockholders' deficit (30,259)
--------
$ 46,259
=========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
F-2
<PAGE>
BALLISTIC VENTURES, INC.,
FORMERLY WHOODOO.COM, INC.,
(a development stage company)
STATEMENTS OF OPERATIONS
For the year April 9,1999 April 9, 1999
ended (inception) to (inception) to
June 30,2000 June 30, 1999 June 30, 2000
------------ ------------- -------------
Revenue:
Sales $ 39,975 $ - $ 39,975
Miscellaneous income 1,234 - 1,234
-----------------------------------------------
Total revenue 41,209 - 41,209
-----------------------------------------------
Expenses:
Selling, general and admin. 2,841,684 74,455 2,916,139
Research and development 111,695 43,530 155,225
-----------------------------------------------
Total expenses 2,953,379 117,985 3,071,364
-----------------------------------------------
Net loss $ (2,912,170) $ (117,985) $ (3,030,155)
------------------------------------------------
Weighted average shares
outstanding basic and
diluted 18,492,036 11,125,000
-----------------------------
Net loss per share $ (0.16) $ (0.01)
-----------------------------
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
F-3
<PAGE>
BALLISTIC VENTURES, INC.
FORMERLY WHOODOO.COM, INC.
(a development stage company)
STATEMENT OF CHANGES TO STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Deficit
accumulated
Common stock Additional during the
------------ paid-in development Subscription
Shares Amount capital stage receivable Total
------ ------ ---------- ------------- ------------ -----
<S> <C> <C> <C> <C> <C> <C>
Issuance of stock, April 9, 1999 $11,125,000 $ 11,125 $ (10,625) $ - $ - $ 500
Sale of stock 428,500 429 136,271 - - 136,700
Net loss - - - (117,985) - (117,985)
-----------------------------------------------------------------------
Balance, June 30, 1999 11,553,500 11,554 125,656 (117,985) - 19,215
Issuance of common stock for
services and cash 1,590,000 1,590 1,588,410 - - 1,590,000
Sale of stock 10,000 36 36,864 - - 36,900
Recapitalization 6,062,498 6,062 751,609 - - 757,671
Exercise of warrants 1,062,500 1,063 477,062 - - 478,125
Net loss - - - (2,912,170) (2,906,022)
-----------------------------------------------------------------------
Balance, June 30, 2000 $20,278,498 $ 20,305 $2,979,591 $(3,030,155) $ - $ (30,259)
=======================================================================
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
F-4
<PAGE>
BALLISTIC VENTURES, INC.
FORMERLY WHOODOO.COM, INC.
(a development stage company)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
For the year April 9,1999 April 9, 1999
ended (inception) to (inception) to
June 30,2000 June 30, 1999 June 30, 2000
------------ ------------- -------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss $(2,912,170) $ (117,985) $(3,030,155)
-----------------------------------------------
Adjustments to reconcile net income
(loss) to net cash provided (used) by
operating activities:
Depreciation 5,616 1,907 7,523
Issuance of stock for services 1,594,628 -- 1,594,628
Impairment loss on equipment 137,099 -- 137,099
Write-off of intellectual properties 59,838 -- 59,838
Changes in operating assets and liabilities:
Increase in accounts receivable (1,271) -- (1,271)
Increase in accounts payable 66,518 -- 66,518
-----------------------------------------------
Total adjustments 1,862,428 1,907 1,864,335
-----------------------------------------------
Net cash used by operating activities (1,049,752) (116,078) (1,165,880)
-----------------------------------------------
Cash flows from investing activities:
Purchase of property and equipment (24,778) (18,914) (43,692)
Purchase of a business (129,832) -- (129,382)
-----------------------------------------------
Net cash provided by investing activities (154,160) (18,914) (173,074)
-----------------------------------------------
Cash flows from financing activities:
Issuance of common stock 1,257,218 137,200 1,394,418
Proceeds from short-term debt 10,000 -- 10,000
Payment of short-term debt (20,536) -- (20,536)
-----------------------------------------------
Net cash provided by financing activities 1,246,682 137,200 1,383,882
-----------------------------------------------
Net increase in cash 42,780 2,208 44,988
Cash at the beginning of year 2,208 -- --
-----------------------------------------------
Cash at the end of year $ 44,988 $ 2,208 $ 44,988
===============================================
Supplemental disclosures:
Cash paid during the year for:
Interest $ -- $ -- $ --
===============================================
Income taxes $ -- $ -- $ --
===============================================
Supplemental disclosure of investing
and financing activities:
Short term debt paid through the
issuance of stock $ 136,700
===========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
F-5
<PAGE>
BALLISTIC VENTURES, Inc.
FORMERLY WHOODOO.COM, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
1. BUSINESS AND BASIS OF PRESENTATION
On July 17, 2000, whOOdoo.com Inc., changed its name to Ballistic Ventures, Inc.
The Company was incorporated in Florida on June 17, 1997, as Greystone Credit,
Inc. ("Greystone"). On August 4, 1999 Greystone acquired whOOdoo.com,
Inc.("whOOdoo Florida"), a Florida corporation, incorporated on April 9, 1999.
At the same time,Greystone changed its state of incorporation to Delaware and
its name to whOOdoo.com, Inc. At the time of the acquisition of whOOdoo Florida,
Greystone had no operations or liabilities. The merger and recapitalization was
accounted for as a reverse merger. As a result, the financial statements of the
Company are those of whOOdoo Florida. Collectively Ballistic Ventures, Inc.,
Greystone Credit, Inc. and whOOdoo.com, Inc. are known as the "Company".
On August 4, 1999, the Company purchased all of the operating assets and assumed
certain liabilities of BGS Southwest, Inc. ("BGS"). The purchase of BGS' assets
has been treated as if a business was acquired, and accounted for as a purchase
(see note 4). Its operations are included in the Company's Statement of
Operations commencing August 4, 1999. BGS continued in operation by
restructuring itself as a management services company and operated separately
from the Company, although it did have a management services agreement with the
Company, which was terminated in May 2000 (see note 4).
While the Company recorded limited revenue through web design and hosting, the
Company has been in the development stage and its efforts through May 2000, were
principally devoted to organizational activities, raising capital and the
development of its research engine.
Effective May 31, 2000, the Company ceased all activities and operations and is
an inactive company. On that date, the Company, K2 Ventures, Inc.(the
"Purchaser"), the former president, and former vice president and certain other
stockholders (the "Other Stockholders") entered into an Escrow Agreement(the
"Agreement"). The Agreement provides that the former president will purchase
some of the assets of the Company for $1.00, the former vice president will
release the parties to the Agreement from any liability or claim he may have
against such parties for past or future actions in exchange for the Company's
rights known as "Post Offer", and the Purchaser will purchase 11,235,700 shares
of the Company's outstanding common stock and assume the Company's liabilities
totaling approximately $77,000.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
CASH AND CASH EQUIVALENTS - The Company considers those investments, which are
highly liquid in nature and have an original maturity of three months or less at
the date of purchase to be cash equivalents.
IMPAIRMENT OF LONG-LIVED ASSETS - The Company evaluates the recoverability of
its property and equipment, and other assets in accordance with Statement of
Financial Accounting Standards Board ("SFAS") No.121, "Accounting for the
Impairment of Long-Lived Assets to be Disposed of ("SFAS 121"). SFAS 121
requires recognition of the
F-6
<PAGE>
impairment of long-lived assets in the event the net book value of such assets
exceeds the estimated future undiscounted cash flows attributable to such assets
or the business to which intangible assets relate. Because of a pending sale for
total consideration of $1.00, an impairment expense was recognized during the
year ended June 30, 2000 (see note 5).
ADVERTISING COSTS - Advertising costs were $40,248 and $0 for the year ended
June 30, 2000 and the period April 9, 1999 (inception) to June 30, 1999,
respectively. The costs were charged to operations as incurred.
DEVELOPMENT COSTS - All costs relating to start up and development of its
Internet search engine and related web sites were expensed as they occurred
during the preliminary project stage.
INCOME TAX - Income tax assets and liabilities are computed annually for
temporary differences between the financial statement and tax bases of assets
and liabilities that will result in taxable or deductible amounts in the future,
based upon enacted tax laws and rates applicable to the periods in which the
differences are expected to affect taxable income. A valuation allowance is
recognized if, based on the weight of available evidence, it is more likely than
not that some portion or all of the deferred tax asset will not be realized.
Income tax expense is the tax payable or refundable for the period, plus or
minus the change during the period in deferred tax assets and liabilities.
USE OF ESTIMATES - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
INCOME (LOSS) PER SHARE - The Company accounts for earnings per share according
to SFAS No. 128, "Earnings per Share" ("SFAS 128"). SFAS 128 requires
presentation of basic and diluted earnings or loss per share. Earnings or loss
per share is computed by dividing net income or loss by the weighted average
number of shares outstanding during the period. For all periods presented,
warrants were excluded from the computation of net loss per share because
inclusion would be anti-dilutive due to the Company's net operating losses.
3. GOING CONCERN
The Company was a development stage entity through June 30, 2000. The
accompanying financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and the satisfaction of all
liabilities in the normal course of business.
On May 31, 2000, the Company discontinued all operations and is presently an
inactive company. As of June 30, 2000, the Company had a stockholders' deficit
of $30,259 and a deficit accumulated during the development stage of $3,030,155.
During the year ended June 30, 2000, and the period ended April 9, 1999
(inception) to June 30, 1999, the Company suffered operating losses of
$2,912,170 and $117,985, respectively. These factors raise substantial doubt
about the Company's ability to continue as a going concern.
F-7
<PAGE>
Management's plan to alleviate this going concern issue is to raise capital and
merge with a profitable operating company. The Company's continued existence is
dependent upon management funding operations, locating and merging the Company
into a profitable operating company and raising sufficient capital. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
4. ACQUISITION OF BGS AND RELATED PARTY TRANSACTIONS
On August 4, 1999, the Company purchased all of the operating assets, prepaid
expenses and intangibles from BGS for $100,000, plus the assumption of
liabilities of $29,382. The acquisition was treated as a purchase combination,
since the Company was not controlled by the former President after its merger on
August 4, 1999. Effective May 31, 2000, the former President of the Company
entered into an agreement to repurchase these assets, plus other assets acquired
after August 4, 2000, for $1.00. The Company believes the purchase should be
finalized, after completion of certain filings with the Securities and Exchange
Commission.
From whOOdoo Florida's inception on April 4, 1999 to June 30, 1999, BGS paid
expenses and bought capital equipment for whOOdoo Florida totaling $122,819. BGS
was reimbursed in full. whOOdoo Florida recorded expenses of $117,985 as
selling, general and administrative and research and development. Equipment of
$4,834 was capitalized as computer equipment.
In August 1999, the Company entered into an agreement wherein BGS provided
management services to the Company. These services were for a term of 36 months
for a monthly cost of $49,200, for up to 1,000,000 Internet impressions per
month. For the year ended June 30, 2000, BGS was paid approximately $393,600 by
the Company. As of May 31, 2000, the agreement with BGS was terminated.
The following provides pro forma detail had the Company owned BGS from its
inception on April 9, 1999 to June 30, 1999:
Revenue $ 78,000
--------
Net loss (72,168)
---------
Net loss per share $ (0.01)
---------
5. PROPERTY AND EQUIPMENT
As part of a May 31, 2000 Agreement, the Company is selling certain of its
property and equipment to its former President, for $1.00. The net book value of
the equipment was $136,377. As of June 30, 2000, the Company recorded an
impairment loss on the equipment of $136,376. Additionally, the Company recorded
a further impairment loss of $723 for property and equipment abandoned as of
June 30, 2000 for a total impairment loss of $137,099 (see note 4).
Depreciation expense was $5,616 and $1,907 for the years ended June 30, 2000 and
the period April 9, 1999, to June 30, 1999, respectively.
F-8
<PAGE>
6. DEBT
On August 4, 1999, the Company assumed a line of credit liability of $9,942 in
connection with the acquisition of BGS' assets. All funds borrowed under the
line-of-credit were repaid as of June 30, 2000, and the line of credit was
terminated.
During April 2000, the Company borrowed $10,000 from a business. The loan was
assumed by the Purchaser through the Agreement and was subsequently paid on July
31, 2000.
7. EQUITY
On April 9, 1999, whOOdoo Florida sold 11,125,000 (post-recapitalization) shares
of common stock to its founders for $500. On May 5, 1999, whOOdoo Florida sold
428,500 (post-recapitalization) shares of common stock at $.35 per share for a
total of $136,700, net of offering costs of $13,275.
On August 24, 1999 as part of the recapitalization, Greystone sold, pursuant to
a private placement offering, 1,062,500 shares of common stock at $.80 per share
and issued 1,062,500 warrants at an exercise price of $.80 per share. The
Company received $757,671, net of offering costs of $92,329. The original
stockholders of Greystone retained 4,999,998 shares of common stock of the
Company. Therefore, in the recapitalization, the stockholders of Greystone
retained a total of 6,062,498 shares.
In September 1999, 20,500 common shares were sold by the Company for $1.00 per
share. During the first quarter of 2000, 6,400 shares of common stock were sold
to employees for $252 and the difference between the market price and the sales
price, $6,148, was expensed as compensation.
On August 4, 1999, the Company granted 1,062,500 warrants at $.80 a share to
stockholders purchasing common stock in a private placement with an expiration
date on November 22, 1999. The warrants were subsequently extended until July
21, 2000. 531,250 of the warrants were exercised during February 2000, and the
Company received proceeds of $425,000. On May 25, 2000, the Company reduced the
exercise price on the remaining 531,250 warrants to $.10 per share and the
warrants were exercised on June 2, 2000 for total consideration of $53,125 for a
total of $478,125.
8. LEASE COMMITMENTS
As part of the BGS transaction, the Company assumed leases for an office
facility and a vehicle under terms ranging from 14 months to three years. The
Company also signed an additional office lease on September 1, 1999 for
additional space for a term of 14 months. On May 15, 2000, the Company was
released from any further obligations under the office lease for a payment of
$1,962 and the forfeiture of its security deposit of $1,962. The Company's
former President assumed the vehicle lease.
Rental expense was $51,568 and $0 for the year ended June 30, 2000 and for the
period April 9, 1999 (inception) to June 30, 1999, respectively.
F-9
<PAGE>
9. INCOME TAXES
The Company had available at June 30, 2000, a net operating loss carry-forward
for federal and state tax purposes of approximately $3,030,155 which could be
applied against taxable income in subsequent years through 2020. The tax effect
of the net operating loss is approximately $1,140,000, and a full valuation
allowance was recorded, since realization is uncertain due to going concern
issues, limitations of carryforwards imposed by a change in control, and change
of control business rules promulgated by the Internal Revenue Service.
Reconciliation of the differences between income taxes computed at the federal
and state statutory tax rates and the provision for income taxes for the year
ended June 30, 2000 is as follows:
Income taxes computed at federal statutory tax rate (34%) $ 973,000
State tax provision, net of federal benefits (3.63%) 167,000
Increase in valuation allowance (1,140,000)
-----------
Provision for income taxes $ --
-----------
A reconciliation of the Company's deferred tax asset at June 30, 2000 is as
follows:
Net operating loss carryforward $ 3,030,155
-----------
Total deferred tax assets $ 1,140,000
Valuation allowance (1,140,000)
-----------
Net deferred tax asset $ --
-----------
F-10
