U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2/A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BLIMAH COM, INC.
(Name of Small Business Issuer in its charter)
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Nevada 6700 88-0450465
(State or Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or Classification Code Number) Identification No.)
Organization)
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3360 West Sahara Avenue, Suite 200, Las Vegas, Nevada 89102; (702) 732-2253.
(Address and telephone number of Registrant's principal executive offices and
principal place of business)
Shawn F. Hackman, A PC., 3360 West Sahara Avenue, Suite 200, Las Vegas, Nevada
89102; (702) 732-2253, fax: (702) 732-2253
(Name, address, and telephone number of agent for service)
Approximate date of proposed sale to the public: As soon as practicable after
this Registration Statement becomes effective.
If this Form is filed to
register additional
securities for an offering
pursuant to Rule 462(b)
under the Securities Act,
please check the following
box and list the
Securities Act
registration number of the
earlier effective
registration statement for
the same offering.
?
If this Form is a post-
effective amendment filed
pursuant to Rule 462(c)
under the Securities Act,
check the following box
and list the Securities
Act registration statement
number of the earlier
effective registration
statement for the same
offering.
?
If this Form is a post-
effective amendment filed
pursuant to Rule 462(d)
under the Securities Act,
check the following box
and list the Securities
Act registration statement
number of the earlier
effective registration
statement for the same
offering.
?
If the delivery of the
prospectus is expected to
be made pursuant to Rule
434, check the following
box.
?
CALCULATION OF REGISTRATION FEE
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Title of each Amount to be Proposed Proposed Amount of
class of registered maximum maximum registration
securities to offering aggregate fee
be registered price per offering
unit price
Common shares 2,000,000 $0.05 $100,000.00 $26.40
</TABLE>
Blimah hereby amends this registration statement on such date or dates as may
be necessary to delay its effective date until Blimah shall file a further
amendment which specifically states that this registration statement shall
thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933 or until the registration statement shall become effective on such
date as the Commission, acting pursuant to said Section 8(a), may determine.
[1]
Initial Public Offering
Prospectus
BLIMAH COM, INC.
2,000,000 shares of Common Stock
$0.05 per share
Registrant
Blimah Com, Inc.
3305 Grey Dolphin Dr.
Las Vegas, NV 89117
Registrant's Attorney
Shawn F. Hackman a P.C.
3360 W. Sahara, Suite 200
Las Vegas, NV 89102
Tele: (702) 732-2253 Fax: (702) 940-4006
_________________________
The Offering
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Per Share Total
Public Price $0.05 $100,000
Proceeds to
Blimah $0.05 $100,000
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This is our initial public offering, and no public market currently exists for
our shares. The offering price may not reflect the market price of our shares
after the offering.
________________________
The title of each class of securities to be registered is Common Shares.
The amount to be registered is 2,000,000 shares.
This investment involves a high degree of Risk. You should purchase shares
only if you can afford a complete loss. Please consider carefully the risk
factors contained in this prospectus.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary
is a criminal offense.
Blimah is conducting a "Blank Check" offering subject to Rule 419 of
Regulation C as promulgated by the U.S. Securities and Exchange Commission
under the securities act of 1933, as amended. The net offering proceeds, after
deduction for offering expenses (estimated at $20,000) and sales commissions,
and the securities to be issued to investors must be deposited in an escrow
account. While held in the escrow account, the deposited securities may not
be traded or transferred. Except for an amount up to 10% of the deposited funds
otherwise releasable under rule 419, the deposited funds and the deposited
securities may not be released until an acquisition meeting certain specified
criteria has been consummated and a sufficient number of investors reconfirm
their investment in accordance with the procedures set forth in rule 419.
[2]
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TABLE OF CONTENTS PAGE
PROSPECTUS SUMMARY. . . . . . . . . . . . . . . . . . . . . . .4
RISK FACTORS. . . . . . . . . . . . . . . . . . .. . . . . . . 5
INVESTORS RIGHTS AND SUBSTANTIVE
PROTECTION UNDER RULE 419. . . . . . . . . . . . . . . . . . . 8
USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . 10
DETERMINATION OF OFFERING PRICE. . . . . . . . . . . . . . . . 12
DILUTION. . . . . . . . . . . . . . . . . . . . . . . . . . . .12
PLAN OF DISTRIBUTION. . . . . . . . . . . . . . . . . . . . . .14
LEGAL PROCEEDINGS. . . . . . . . . . . . . . . . . . . . . . . 16
DIRECTOR, EXECUTIVE OFFICER, PROMOTERS
AND CONTROL PERSONS. . . . . . . . . . . . . . . . . . . . . . 16
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT. . . . . . . . . . . . . . . . . . . . . . . . .17
DESCRIPTION OF SECURITIES. . . . . . . . . . . . . . . . . . . 18
INTEREST OF NAMED EXPERTS AND COUNSEL. . . . . . . . . . . . . 19
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES. . . . . . . . . . . . . . . . .20
ORGANIZATION WITHIN LAST FIVE YEARS. . . . . . . . . . . . . . 21
DESCRIPTION OF BUSINESS. . . . . . . . . . . . . . . . . . . . 21
PLAN OF OPERATION. . . . . . . . . . . . . . . . . . . . . . . 21
DESCRIPTION OF PROPERTY. . . . . . . . . . . . . . . . . . . . 28
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. . . . . . . . .28
MARKET FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS. . . . . . . . . . . . . . . . . . . . . . 28
EXECUTIVE COMPENSATION. . . . . . . . . . . . . . . . . . . . .28
FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . . . . .29-39
Dealer Prospectus Delivery Obligation
Until __________, all dealers that effect transactions in these securities,
whether or not participating in this offering, may be required to deliver a
prospectus. This is in addition to the dealers obligation to deliver a
prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.
[3]
Prospectus Summary
Corporate Information
Blimah.com, Inc. was incorporated under the laws of the state of Nevada on
February 7th, 2000. Blimah's current address is 3305 Grey Dolphin Dr.,
Las Vegas, NV 89117. Blimah's sole officer and director is Mr. Issac Akiva.
Business.
Blimah is a blank check company subject to Rule 419. Blimah was organized as
a vehicle to acquire or merge with another business or company. Blimah has no
present plans, proposals, agreements, arrangements or understandings to
acquire or merge with any specific business or company. Mr. Akiva, however, is
always looking for potential merger candidates.
Blimah has been in the developmental stage since inception and has no
operations to date. Other than issuing shares to its original shareholders,
Blimah never commenced any operational activities. Blimah would be defined as
a blank check "shell" company.
The Offering.
Blimah is conducting a blank check offering pursuant to Rule 419. A maximum of
2,000,000 shares may be sold on a direct participation offering basis. All of
the proceeds from the sale of shares will be placed in an interest-bearing
escrow account by 12 o'clock noon of the fifth business day after receipt
thereof, until the sum of the minimum offering is received. If less than
$20,000, is received from the sale of the shares within 240 days of the date
of this prospectus, all proceeds will be refunded promptly to purchasers with
interest and without deduction for commission or other expenses. Subscribers
will not be able to obtain return of their funds while in escrow. There will
be a minimum purchase of 5000 shares at $250.00.
[4]
RISK FACTORS
The securities offered are highly speculative in nature and involve a high
degree of risk. They should be purchased only by persons who can afford to
lose their entire investment. Therefore, each prospective investor should,
prior to purchase, consider very carefully the following risk factors among
other things, as well as all other information set forth in this prospectus.
Due to a lack of financing and a lack of experience in the management positions,
Blimah will be at a competitive disadvantage.
Blimah is and will continue to be an insignificant participant in the business
of seeking mergers with, joint ventures with and acquisitions of small private
entities. A large number of established and well-financed entities, including
venture capital firms, are active in mergers and acquisitions of companies
that may be desirable target candidates for Blimah. Nearly all such entities
have significantly greater financial resources, technical expertise and
managerial capabilities than Blimah. Consequently, Blimah will be at a
competitive disadvantage in identifying possible business opportunities and
successfully completing a business combination. Moreover, Blimah will compete
in seeking merger or acquisition candidates with numerous other small public
companies.
While seeking a business combination, Mr. Akiva anticipates devoting up to
twenty hours per month to the business of Blimah. Notwithstanding the limited
experience and time commitment of Mr. Akiva, loss of Mr. Akiva' services would
adversely affect development of Blimah' business and its likelihood of
continuing operations. Furthermore, Mr. Akiva is not a professional business
analyst. Lack of experience will be a detriment to Blimah' efforts.
Blimah has not identified a potential merger candidate as of yet. Investors in
Blimah's securities will not be able to evaluate the merits or risks of a
potential merger candidate before they invest, nor can they be certain that a
merger candidate will be found.
Blimah has no arrangement, agreement or understanding with respect to engaging
in a merger with, joint venture with or acquisition of, a private entity.
Blimah may not be successful in identifying and evaluating suitable business
opportunities or in concluding a business combination. Mr. Akiva has not
identified any particular industry or specific business within an industry for
evaluations. Ultimately, Mr. Akiva will have broad discretion in determining
the specific business combination that will take place. Blimah has been in
the developmental stage since inception and has no operations to date. Other
than issuing shares to its original shareholders, Blimah never commenced any
operational activities. Blimah may not be able to negotiate a business
combination on terms favorable to Blimah.
[5]
Investors will, however, have a chance to evaluate a merger candidate before
a proposed merger occurs pursuant to Rule 419. At this time, investors will
determine whether they wish to leave their investment or receive their
investment back. If they choose not to invest, they may still loose ten
percent of their initial investment.
Blimah lacks any market research or marketing organization. Blimah may find it
difficult to complete its business plan of acquiring or merging with a target
company.
Blimah has neither conducted, nor have others made available to it, results of
market research indicating that market demand exists for the transactions
contemplated by Blimah. Moreover, Blimah does not have, and does not plan to
establish, a marketing organization. Even in the event demand is identified
for a merger or acquisition contemplated by Blimah, there is no assurance
Blimah will be successful in completing any such business combination.
Potential determination by the SEC that Blimah is an investment company could
cause significant registration and compliance costs under the Securities
Exchange Act of 1933.
In the event Blimah engages in business combinations which result in Blimah
holding passive investment interests in a number of entities, the Blimah could
be under regulation of the Investment Company Act of 1940. In such event,
Blimah would be required to register as an investment company and could be
expected to incur significant registration and compliance costs Blimah has
obtained no formal determination from the Securities and Exchange Commission
as to the status of Blimah under the Investment Company Act of 1940 and,
consequently, any violation of such Act would subject Blimah to material
adverse consequences.
A successful merger or acquisition of Blimah with another business entity will,
in all likelihood, result in a significant shift in control from Blimah's
management to the merging company's management.
A business combination involving the issuance of Blimah' common stock will, in
all likelihood, result in shareholders of a private company obtaining a
controlling interest in Blimah. Any such business combination may require Mr.
Akiva of Blimah to sell or transfer all or a portion of Blimah' common stock
held by him, or resign as a member of the board of director of Blimah. The
resulting change in control Blimah could result in removal of Mr. Akiva and a
corresponding reduction in or elimination of their participation in the future
affairs of Blimah.
[6]
A successful merger or acquisition of Blimah with another business entity will,
in all likelihood, result in a significant shift in control from Blimah's
shareholders to the merging company's shareholders.
A business combination involving Blimah and another business entity will, in
all likelihood, result in Blimah issuing securities to shareholders of the
merging entity. The issuance of previously authorized and unissued common
stock of Blimah would result in a reduction in percentage of shares owned by
the present and prospective shareholders of Blimah. This would result in a
shift in control from Blimah's shareholders to the merging company's
shareholders.
Many business decisions made by Blimah can have major tax consequences and
associated risks that could hurt the value of an investment in Blimah.
Federal and state tax consequences will, in all likelihood, be major
considerations in any business combination Blimah may undertake. Currently,
such transactions may be structured so as to result in tax-free treatment to
both companies, pursuant to various federal and state tax provisions. Blimah
intends to structure any business combination so as to minimize the federal
and state tax consequences to both Blimah and the target entity. However,
there can be no assurance that such business combination will meet the
statutory requirements of a tax-free reorganization or that the parties will
obtain the intended tax-free treatment upon a transfer of stock or assets. A
non-qualifying reorganization could result in the imposition of both federal
and state taxes which may have an adverse effect on both parties to the
transaction.
Blimah's securities may be limited to only a few markets because of blue sky
laws.
Because the securities registered hereunder have not been registered for
resale under the blue sky laws of any state, and Blimah has no current plans
to register or qualify its shares in any state, the holders of such shares and
persons who desire to purchase them in any trading market that might develop
in the future, should be aware that there may be significant state blue sky
restrictions upon the ability of new investors to purchase the securities
which could reduce the size of the potential market. As a result of recent
changes in federal law, non-issuer trading or resale of Blimah' securities is
exempt from state registration or qualification requirements in most states.
However, some states may continue to attempt to restrict the trading or resale
of blind-pool or blank-check securities. Accordingly, investors should
consider any potential secondary market for Blimah' securities to be a limited
one.
[7]
Blimah offering price is arbitrary and the value of Blimah securities may
never actually reach the offering price.
The offering price of the shares bears no relation to book value, assets,
earnings, or any other objective criteria of value. They have been arbitrarily
determined by Blimah. There can be no assurance that, even if a public trading
market develops for Blimah' securities, the shares will attain market values
commensurate with the offering price.
Blimah may not be able to raise the minimum $20,000 dollars in this offering,
resulting in the nullification of this offering.
The shares are offered by Blimah on a direct participation offering basis. No
individual, firm or corporation has agreed to purchase or take down any of the
offered shares. Blimah cannot and does not make any statement guaranteeing
that shares will be sold. If the minimum number of shares are not sold,
Blimah's offering will be nullified resulting in the return of the investors
money.
Investors' rights and substantive protection under rule 419.
Deposit of offering proceeds and securities.
Rule 419 requires that the net offering proceeds, after deduction for
underwriting compensation and offering costs, and all securities to be issued
be deposited into an escrow or trust account (the "Deposited Funds" and
"Deposited Securities," respectively) governed by an agreement which contains
certain terms and provisions specified by the rule. Under Rule 419, the
Deposited Funds and Deposited Securities will be released to Blimah and to
investors, respectively, only after Mr. Akiva has met the following three
conditions:
First, Blimah must execute an agreement for an acquisition(s) meeting certain
prescribed criteria; second, Blimah must successfully complete a reconfirmation
offering which includes certain prescribed terms and conditions; and third,
the acquisition(s) meeting the prescribed criteria must be consummated.
[8]
Prescribed acquisition criteria.
Rule 419 requires that before the Deposited Funds and the Deposited Securities
can be released, Blimah must first execute an agreement(s) to acquire an
acquisition candidate(s) meeting certain specified criteria. The agreement
must provide for the acquisition of a business(es) or assets valued at not
less than 80% of the maximum offering proceeds , but excluding underwriting
commissions, underwriting expenses and dealer allowances payable to non-
affiliates. Once the acquisition agreements meeting the above criteria have
been executed, Blimah must successfully complete the mandated reconfirmation
offering and consummate the acquisitions(s).
Post-effective amendment.
Once the agreement(s) governing the acquisition(s) of a business(es) meeting
the above criteria has (have) been executed, Rule 419 requires Blimah to
update the registration statement of which this prospectus is a part with a
post-effective amendment. The post-effective amendment must contain information
about: the proposed acquisition candidate(s) and its business(es), including
audited financial statements; the results of this offering; and the use of
the funds disbursed from the escrow account.
The post-effective amendment must also include the terms of the reconfirmation
offer mandated by Rule 419. The offer must include certain prescribed
conditions which must be satisfied before the Deposited Funds and Deposited
Securities can be released from escrow.
Reconfirmation offering.
The reconfirmation offer must commence within five business days after the
effective date of the post-effective amendment. Pursuant to Rule 419, the terms
of the reconfirmation offer must include the following conditions:
(1) The prospectus contained in the post-effective amendment will be sent to
each investor whose securities are held in the escrow account within five
business days after the effective date of the post-effective amendment;
(2) Each investor will have no fewer than 20, and no more than 45, business
days from the effective date of the post-effective amendment to notify Blimah
in writing that the investor elects to remain an investor;
(3) If Blimah does not receive written notification from any investor within
45 business days following the effective date, the pro rata portion of the
Deposited Funds (and any related interest or dividends) held in the escrow
account on such investor's behalf will be returned to the investor within five
business days by first class mail or other equally prompt means;
(4) The acquisition(s) will be consummated only if investors having contributed
80% of the maximum offering proceeds elect to reconfirm their investments; and
(5) If a consummated acquisition(s) has not occurred within 18 months from the
date of this prospectus, the Deposited Funds held in the escrow account shall
be returned to all investors on a pro rata basis within five business days by
first class mail or other equally prompt means.
[9]
Release of deposited securities and deposited funds.
The Deposited Funds and Deposited Securities may be released to Blimah
and the investors, respectively, after:
(1) The Escrow Agent has received written certification from Blimah and any
other evidence acceptable by the Escrow Agent that Blimah has executed an
agreement for the acquisition (s) of a business(es) the value of which
represents at least 80% of the maximum offering proceeds and has filed the
required post-effective amendment, the post-effective amendment has been
declared effective, the mandated reconfirmation offer having the conditions
prescribed by Rule 419 has been completed, and Blimah has satisfied all of the
prescribed conditions of the reconfirmation offer; and
(2) The acquisition(s) of the business(es) the value of which represents at
least 80% of the maximum offering proceeds is (are) consummated.
Escrowed funds not to be used for salaries or reimbursable expenses.
No funds (including any interest earned thereon) will be disbursed from the
escrow account for the payment of salaries or reimbursement of expenses
incurred on Blimah's behalf by Mr. Akiva. Other than the foregoing, there is
no limit on the amount of such reimbursable expenses, and there will be no
review of the reasonableness of such expenses by anyone other than Mr. Akiva.
In no event will the escrowed funds (including any interest earned thereon)
be used for any purpose other than implementation of a business combination.
Use of Proceeds.
Following the maximum sale of the 2,000,000 Shares offered by Blimah, there
will be gross proceeds of $100,000. If the minimum number of shares are sold
(400,000), the gross proceed will equal $20,000. The net proceeds are
calculated as the gross proceeds raised minus sales commission costs, which
are zero, and other costs related to the offering. These proceeds will be used
to provide start-up and working capital for Blimah . Blimah plans to release
10% of the monies raised in the offering and use this for expenses related to
the offering and reconfirmation process. Expenses related to the offering
include printing costs, legal costs, and accounting costs necessary to maintain
Blimah while a merger candidate is sought. Certain fees will also be required
to be paid to the escrow agent. Mr. Akiva will have full discretion as to how
these proceeds will be applied.
[10]
Offering Costs
The total estimated costs to conduct the offering is as follows:
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Legal $10,000
Printing $500
Accounting $2,000
Escrow Agent $750
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Offering costs will be paid from proceeds raised from stock offerings. If the
minimum or median amount of the offering is retained, the offering costs will
exceed the 10% of proceeds allowed to cover offering costs. In this event the
offering costs will be covered by Mr. Akiva.
Use of Proceeds Table
The following table sets forth the expected use of proceeds from this offering
(based on the minimum, median, and maximum net offering amounts after the
release of monies raised to help cover offering costs.). The amounts listed
are for net proceeds. Net proceeds are gross proceeds minus offering costs
(net proceeds = gross proceeds - offering costs). Pursuant to rule 419, a
maximum of 10% may be used for offering costs. The maximum of 10% will not
cover all of the offering costs under the minimum or median amounts raised.
In these instances any remaining offering costs will be covered by Mr. Akiva.
All the net proceeds will be used as working capital.
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Use of Proceeds If Minimum Offering If Median Offering If Maximum Offering
Raised ($18,000) Raised ($54,000) Raised ($ 90,000)
Amount Percent Amount Percent Amount Percent
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Working Capital $18,000 90 % $54,000 90% $90,000 90 %
Total $18,000 90% $54,000 90% $90,000 90 %
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[11]
Please note that if the minimum or median amount of the offering is retained,
the related offering expenses exceed 10%. In such a case, the additional costs
shall be paid out of Mr. Akiva's pocket.
Mr. Akiva anticipates expending these funds for the purposes indicated above.
To the extent that expenditures are less than projected, the resulting balances
will be retained and used for general working capital purposes or allocated
according to the discretion of Mr. Akiva. Conversely, to the extent that such
expenditures require the utilization of funds in excess of the amounts
anticipated, supplemental amounts may be drawn from other sources, including,
but not limited to, general working capital and/or external financing. The net
proceeds of this offering that are not expended immediately may be deposited in
interest or non - interest bearing accounts, or invested in government
obligations, certificates of deposit, commercial paper, money market mutual
funds, or similar investments.
Mr. Akiva may advance money to Blimah or on behalf of Blimah when the need
arises. There are no set limits to the maximum amount that management will
advance or loan to Blimah. However, the amount is obviously limited by the
resources of Mr. Akiva. Mr. Akiva anticipates that repayment would come from
the acquisition of a target company. The advances would be expected to be in
an amount well below the minimum expected from any viable operating business
target.
Determination of offering price.
The offering price is not based upon Blimah's net worth, total asset value, or
any other objective measure of value based upon accounting measurements. The
offering price was determined by Mr. Akiva and was determined arbitrarily based
upon the amount of funds needed by Blimah to start-up the business, and the
number of shares that the initial shareholders were willing to allow to be sold.
Dilution.
"Net tangible book value" is the amount that results from subtracting the
total liabilities and intangible assets of an entity from its total assets.
"Dilution" is the difference between the public offering price of a security
and its net tangible book value per share immediately after the offering,
giving effect to the receipt of net proceeds in the Offering. As of February
7, 2000, the net tangible book value of Blimah was $-11,230 or $-0.0037 per
share. Giving effect to the sale by Blimah of all offered shares at the public
offering price, the pro forma net tangible book value of Blimah would be
$88,770 or $.0178 per share, which would represent an immediate increase of
$0.014 in net tangible book value per share and $0.0322 per share dilution per
share to new investors. Dilution of the book value of the shares may result
from future share offerings by Blimah.
[12]
The following table illustrates the pro forma per share dilution:
<TABLE>
Assuming Maximum Minimum
Shares Sold Shares Sold
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Offering Price (1) $0.05 $0.05
Net tangible book value per
share before Offering (2) $(0.0037) $(0.0033)
Increase Attributable to purchase
of stock by new investors (3) $0.014 $0.0059
Net tangible book value per
Share after offering (4) $0.0178 $0.0026
Dilution to new investors (5) $0.0322 $0.0474
Percent Dilution to new
investors (6) 64% 95%
</TABLE>
(1) Offering price before deduction of offering expenses, calculated on a
"Common Share Equivalent" basis.
(2) The net tangible book value per share before the offering is determined
by dividing the number of Shares outstanding prior to this offering into the
net tangible book value of Blimah.
(3) The Increase Attributable to purchase of stock by new investors is
derived by taking the net tangible book value per share after the offering and
subtracting from it the net tangible book value per share before the offering.
(4) The net tangible book value after the offering is determined by adding
the net tangible book value before the offering to the estimated proceeds to
the Corporation from the current offering (assuming all the Shares are
subscribed), and dividing by the number of common shares outstanding.
(5) The dilution to new investors is determined by subtracting the net
tangible book value per share after the offering ($0.0178) from the offering
price of the Shares in this offering ($.05), giving a dilution value of
($.0322).
(6) The Percent Dilution to new investors is determined by dividing the
Dilution to new investors ($0.0322) by the offering price per Share ($0.05)
giving a dilution to new investors of 64%.
[13]
Plan of distribution.
Blimah will sell a minimum of 400,000 , a maximum of 2,000,000, of its common
stock with a par value $.001 per share to the public on a "best efforts" basis.
The minimum purchase required of an investor is $250.00. There can be no
assurance that any of these shares will be sold. If the minimum amount of
shares are not sold, all proceeds received in the offering will be refunded
promptly.
The net proceeds to Blimah will be $100,000 minus associated costs, if all the
shares offered are sold. No commissions or other fees will be paid, directly
or indirectly, by Blimah, or any of its principals, to any person or firm in
connection with solicitation of sales of the shares, certain costs are to be
paid in connection with the offering.
The public offering price of the shares will be modified, from time to time,
by amendment to this prospectus, in accordance with changes in the market
price of Blimah's common stock. These securities are offered by Blimah subject
to prior sale and to approval of certain legal matters by counsel.
Mr. Akiva will be offering and selling shares on behalf of Blimah.
Mr. Akiva will be relying on the safe harbor from broker-dealer registration
rule set out in Rule 3a4-1.
We have been informed by Mr. Akiva that:
* he is not subject to statutory disqualification as defined in Section 3(a)
(39) of the Securities Exchange Act of 1934,
* he is not compensated in connection with his participation by the payment
of commissions or other remuneration based either directly or indirectly on
transactions in securities, and,
* he is not an associated person of a broker or dealer.
Additionally , Mr. Akiva meets the conditions of part (a)(4)(iii) where
participation will be restricted to:
(A) Preparing any written communication or delivering such communication
through the mails or other means that does not involve oral solicitation by
the associated person of a potential purchaser; provided, however, that the
content of such communication is approved by a partner, officer or director
of the issuer;
[14]
(B) Responding to inquiries of a potential purchaser in a communication
initiated by the potential purchaser; provided, however, that the content of
such responses are limited to information contained in a registration
statement filed under the Securities Act of 1933 or other offering document;
or
(C) Performing ministerial and clerical work involved in effecting any
transaction.
Limited State Registration.
Blimah anticipates that there will be no State registration of its securities.
Any sale of its securities will depend on exemptions under the Blue Sky laws
of states in which the securities are sold. Securities are planed to be sold in
Nevada.
Securities will be sold in Nevada under Rule NRS 90.530 (11). This allows
exempted transactions pursuant to an offer to sell securities of an issuer if:
"(a) The transaction is part of of an issue in which there are no more than
25 purchasers in this state, other than those designated in subsection 10,
during any 12 consecutive months;
(b) No geneal soliciation or general advertising is used in connection with
the offer to sell or sale of securities;
(c) No commission or other similar compensation is paid or given, directly or
indirectly, toa person, other than a broker-dealer licensed or not required
to be licensed under this chapter, for soliciting a prospective purchaser in
this state; and licensed under this chapter, for soliciting a prospective
purchaser in this state; and
(d) One of the following conditions is satisfied:
(1) The seller reasonably believes that all purchasers in this state, other
than those designated in subsection 10, are purchasing for investment; or
(2) Immediately before and immediately after the transaction, the issuer
reasonably believes that the securities of the issuer are held by 50 or fewer
beneficial owners, other than those designated in subsection 10, and the
transaction is part of an aggregate offering that does not exceed $500,000
during any 12 consecutive months.
The administrator by rule or order as to a security or transaction or a type
of security or transaction, may withdraw or further condition the exemption
set forth in this subsection or waive one or more of the conditions of the
exemption.
[15]
Opportunity To Make Inquires.
Blimah will make available to each Offeree, prior to any sale of the Shares,
the opportunity to ask questions and receive answers from Blimah concerning
any aspect of the investment and to obtain any additional information contained
in this Memorandum, to the extent that Blimah possesses such information or
can acquire it without unreasonable effort or expense.
Execution of Documents.
Each person desiring to subscribe to the Shares must complete, execute,
acknowledge, and delivered to Blimah a Subscription Agreement, which will
contain, among other provisions, representations as to the investor's
qualifications to purchase the common stock and his ability to evaluate and
bear the risk of an investment in Blimah.
By executing the subscription agreement, the subscriber is agreeing that if
the Subscription Agreement it is excepted by Blimah, such a subscriber will
be, a shareholder in Blimah and will be otherwise bound by the articles of
incorporation and the bylaws of Blimah in the form attached to this Prospectus.
Promptly, upon receipt of subscription documents by Blimah, it will make a
determination as to whether a prospective investor will be accepted as a
shareholder in Blimah. Blimah may reject a subscriber's Subscription Agreement
for any reason. Subscriptions will be rejected for failure to conform to the
requirements of this Prospectus (such as failure to follow the proper
subscription procedure), insufficient documentation, over subscription to
Blimah, or such other reasons other as Blimah determines to be in the best
interest of Blimah.
If a subscription is rejected, in whole or in part, the subscription funds, or
portion thereof, will be promptly returned to the prospective investor without
interest by depositing a check (payable to said investor) in the amount of
said funds in the United States mail, certified returned - receipt requested.
Subscriptions may not be revoked, cancelled, or terminated by the subscriber,
except as provided herein.
Legal Proceedings
Blimah is not a party to any material pending legal proceedings and, to the
best of its knowledge, no such action by or against Blimah has been threatened.
Director, Executive Officer, Promoters,and Control Persons
Mr. Akiva is currently the sole officer, director, and shareholder of Blimah.
He has held his position since February 2000. Mr. Akiva shall serve for a term
ending on the date of the third Annual Meeting. There are no other persons
which can be classified as a promoter or controlling person of Blimah.
[16]
Isaac S. Akiva: Dr. Isaac S. Akiva formerly founded IMI Scientific, Inc.
which he successfully sold in 1989. From 1976 to 1984, Dr. Akiva was Executive
Vice President of Biomerica, Inc., a public concern, in which he developed and
sold novel Immunodiagnostic kits that enabled laboratories and research
centers to test for dreadful diseases on human blood and urine samples.
During his tenure, Dr. Akiva has developed independent companies from
concept to successful entities.
Mr. Akiva has not been involved in legal proceedings that would impair his
ability to perform his duties as Officer and Director.
Mr. Akiva has never been involved in other blank check offerings or public
shell activities.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of the date of this Prospectus, the
outstanding Shares of common stock of Blimah owned of record or beneficially
by each person who owned of record, or was known by Blimah to own beneficially,
more than 5% of Blimah's Common Stock, and the name and share holdings of Mr.
Akiva.
<TABLE>
<S> <C> <C> <C>
Title of Class Name of Beneficial Amount and Nature Percent
Owner (1) of Beneficial Of Class
Owner(2)
Common Stock Isaac Akiva 3,000,000 100%
</TABLE>
Mr. Akiva does not have the right to acquire shares within sixty days from
options, warrants, rights, conversion privilege, or similar obligations.
Principal Shareholder(s).
The addresses for the principal shareholder are as follows:
3305 Grey Dolphin Dr. Las Vegas, NV 89117
President, secretary, treasurer, and director Isaac Akiva
Mr. Akiva has sole voting and investment power.
[17]
Description of securities.
General description.
The securities being offered are shares of common stock. The Articles of
Incorporation authorize the issuance of 25,000,000 shares of common stock,
with a par value of $.001. The holders of the Shares: (a) have equal ratable
rights to dividends from funds legally available therefore, when, as, and if
declared by Mr. Akiva; (b) are entitled to share ratably in all of the assets
of Blimah available for distribution upon winding up of the affairs of Blimah;
(c) do not have preemptive subscription or conversion rights and there are no
redemption or sinking fund applicable thereto; and (d) are entitled to one non-
cumulative vote per share on all matters on which Mr. Akiva may vote at all
meetings of shareholders. These securities do not have any of the following
rights: (a) cumulative or special voting rights; (b) preemptive rights to
purchase in new issues of Shares; (c) preference as to dividends or interest;
(d) preference upon liquidation; or (e) any other special rights or preferences.
In addition, the Shares are not convertible into any other security. There are
no restrictions on dividends under any loan other financing arrangements or
otherwise. See a copy of the Articles of Incorporation, and amendments thereto,
and Bylaws of Blimah , attached as Exhibit 3.1 and Exhibit 3.2, respectively,
to this Form SB- 2. As of the date of this Form SB-2, Blimah has 3,000,000
Shares of common stock outstanding.
Non-cumulative voting.
The holders of Shares of Common Stock of Blimah do not have cumulative voting
rights, which means that the holders of more than 50% of such outstanding
Shares, voting for the election of director, can elect all of the directors to
be elected, if they so choose. In such event, the holders of the remaining
Shares will not be able to elect any of Blimah's directors.
Dividends.
Blimah does not currently intend to pay cash dividends. Blimah's proposed
dividend policy is to make distributions of its revenues to its stockholders
when Mr. Akiva deems such distributions appropriate. Because Blimah does not
intend to make cash distributions, potential shareholders would need to sell
their shares to realize a return on their investment.There can be no assurances
of the projected values of the shares, nor can there be any guarantees of the
success of Blimah.
A distribution of revenues will be made only when, in the judgment of Mr. Akiva
it is in the best interest of Blimah's stockholders to do so. Mr. Akiva will
review, among other things, the investment quality and marketability of the
securities considered for distribution; the impact of a distribution of the
investee's securities on its customers, joint venture associates, management
contracts, other investors, financial institutions, and Blimah's internal
management, plus the tax consequences and the market effects of an initial or
broader distribution of such securities.
[18]
Possible anti-takeover effects of authorized but unissued stock.
Upon the completion of this Offering, Blimah's authorized but unissued capital
stock will consist of 20,000,000 shares (assuming the entire offering is sold)
of common stock. One effect of the existence of authorized but unissued
capital stock may be to enable Mr. Akiva to render more difficult or to
discourage an attempt to obtain control of Blimah by means of a merger, tender
offer, proxy contest, or otherwise, and thereby to protect the continuity of
Mr. Akiva.
If, in the due exercise of its fiduciary obligations, for example, Mr. Akiva
were to determine that a takeover proposal was not in Blimah's best interests,
such shares could be issued by Mr. Akiva without stockholder approval in one
or more private placements or other transactions that might prevent, or render
more difficult or costly, completion of the takeover transaction by diluting
the voting or other rights of the proposed acquirer or insurgent stockholder
or stockholder group, by creating a substantial voting block in institutional
or other hands that might undertake to support the position of the incumbent
Mr. Akiva, by effecting an acquisition that might complicate or preclude the
takeover, or otherwise.
Shares Eligible For Future Sale
On January 21, 2000, Mr. Richard K. Wulff, Chief of Office of Small Business
for the SEC, issued an interpretative letter to Mr. Ken Worm, Assistant
Director of the OTC Compliance Unit of the NASD Regulation, concerning the
tradability of stock issued in limited operation companies. Mr. Wulff's
interpretation was that stock issued or gifted under an exemption under the
1933 Act would not be considered free trading. Therefore, the 3,000,000 shares
of stock issued Mr. Akiva , and any further issuances of stock that is not
registered with the SEC, shall not be deemed free trading.
Transfer Agent
Blimah intends to engage the services of Pacific Stock Transfer Company,
P.O. Box 93385 Las Vegas, Nevada 89193
(702) 361-3033 Fax (702) 732-7890.
Interest of named experts and counsel.
No named expert or counsel was hired on a contingent basis. No named expert
or counsel will receive a direct or indirect interest in the small business
issuer. No named expert or counsel was a promoter, underwriter, voting
trustee, director, officer, or employee of the small business issuer.
[19]
Disclosure of commission position on indemnification for securities act
liabilities.Mr. Akiva will not have personal liability to Blimah or any of its
stockholders for monetary damages for breach of fiduciary duty as Mr. Akiva
involving any act or omission of any such director since provisions have been
made in the Articles of Incorporation limiting such liability.
The foregoing provisions shall not eliminate or limit the liability of Mr.
Akiva (i) for any breach of Mr. Akiva's duty of loyalty to Blimah or its
stockholders, (ii) for acts or omissions not in good faith or, which involve
intentional misconduct or a knowing violation of law, (iii) under applicable
Sections of the Nevada Revised Statutes, (iv) the payment of dividends in
violation of Section 78.300 of the Nevada Revised Statutes or, (v) for any
transaction from which Mr. Akiva derived an improper personal benefit.
The By-laws provide for indemnification of Mr. Akiva and employees of Blimah
in most cases for any liability suffered by them or arising out of his
activities as director, officer, and employees of Blimah if they were not
engaged in willful misfeasance or malfeasance in the performance of his or
her duties; provided that in the event of a settlement the indemnification will
apply only when Mr. Akiva approves such settlement and reimbursement as being
for the best interests of the Corporation. The Bylaws, therefore, limit the
liability of directors to the maximum extent permitted by Nevada law (Section
78.751).
Mr. Akiva is accountable to Blimah as fiduciaries, which means they are
required to exercise good faith and fairness in all dealings affecting Blimah.
In the event that a shareholder believes the officers and/or directors have
violated their fiduciary duties to Blimah, the shareholder may, subject to
applicable rules of civil procedure, be able to bring a class action or
derivative suit to enforce the shareholder's rights, including rights under
certain federal and state securities laws and regulations to recover damages
from and require an accounting by management.
Shareholders who have suffered losses in connection with the purchase or sale
of their interest in Blimah in connection with such sale or purchase,
including the misapplication by any such officer or director of the proceeds
from the sale of these securities, may be able to recover such losses from
Blimah.
Blimah undertakes the following:
Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the Act") may be permitted to Mr. Akiva of the small business issuer
pursuant to the foregoing provisions, or otherwise, the small business issuer
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.
[20]
Organization within last five years.
The names of the promoters of Blimah is Mr. Akiva as disclosed elsewhere in
this Form SB-2. None of the promoters have received anything of value from
Blimah.
Description of Business.
1. Company/Business Summary.
Blimah.com, Inc.. was incorporated on February 7, 2000, under the laws of the
State of Nevada, to engage in any lawful corporate undertaking, including, but
not limited to, selected mergers and acquisitions. Blimah has been in the
developmental stage since inception and has no operations date. Other than
issuing shares to its original shareholders, Blimah never commenced any
operational activities.
Blimah was formed by Shawn Hackman, the initial Director for the purpose of
creating a corporation which could be used to consummate a merger or
acquisition. Immediately upon incorporation Isaac Akiva replaced Mr. Hackman
as President, secretary, treasurer, and director Mr. Akiva determined next
to proceed with filing a Form SB-2.
Mr. Akiva, the President and Sole Director, elected to commence implementation
of Blimah's principal business purpose, described below under "Item 2, Plan of
Operation". As such, Blimah can be defined as a "shell" company, whose sole
purpose at this time is to locate and consummate a merger or acquisition with
a private entity.
The proposed business activities described herein classify Blimah as a "blank
check" company. Many states have enacted statutes, rules and regulations
limiting the sale of securities of "blank check" companies in their respective
jurisdictions. Mr. Akiva does not intend to undertake any efforts to cause a
market to develop in Blimah's securities until such time as Blimah has
successfully implemented its business plan described herein. Accordingly, each
shareholder of Blimah has executed and delivered a "lock-up" letter agreement,
affirming that he/she will not sell his/ her respective shares of Blimah's
common stock until such time as Blimah has successfully consummated a merger or
acquisition and Blimah is no longer classified as a "blank check" company.
In order to provide further assurances that no trading will occur in Blimah's
securities until a merger or acquisition has been consummated, each shareholder
has agreed to place his/her respective stock certificate with Blimah's legal
counsel, who will not release these respective certificates until such time as
legal counsel has confirmed that a merger or acquisition has been successfully
consummated.
[22]
However, while Mr. Akiva believes that the procedures established to preclude
any sale of Blimah's securities prior to closing of a merger or acquisition
will be sufficient, there can be no assurances that the procedures established
herein will unequivocally limit any shareholder's ability to sell their
respective securities before such closing.
Item 2. Plan of Operation.
Blimah intends to seek to acquire assets or shares of an entity actively
engaged in business which generates revenues, in exchange for its securities.
Blimah has no particular acquisitions in mind and has not entered into any
negotiations regarding such an acquisition. Neither Mr. Akiva nor any
promoters or affiliates have engaged in any preliminary contact or discussions
with any representative of any other company regarding the possibility of an
acquisition or merger between Blimah and such other company as of the date of
this registration statement.
While Blimah will attempt to obtain audited financial statements of a target
entity, there is no assurance that such audited financial statements will be
available. Mr. Akiva does intend to obtain certain assurances of value of the
target entity's assets prior to consummating such a transaction, with further
assurances that an audited statement would be provided within seventy-five days
after closing of such a transaction. Closing documents relative thereto will
include representations that the value of the assets conveyed to or otherwise
so transferred will not materially differ from the representations included in
such closing documents.
Blimah has no full time employees. Mr. Akiva has agreed to allocate a portion
of his time to the activities of Blimah, without compensation. Mr. Akiva
anticipates that the business plan of Blimah can be implemented by each officer
devoting approximately 10 hours per month to the business affairs of Blimah
and, consequently, conflicts of interest may arise with respect to the limited
time commitment by such officers.
Blimah is filing this registration statement on a voluntary basis because the
primary attraction of Blimah as a merger partner or acquisition vehicle will
be its status as an SEC reporting company. Any business combination or
transaction will likely result in a significant issuance of shares and
substantial dilution to present stockholders of Blimah.
The Articles of Incorporation of Blimah provides that Blimah may indemnify Mr.
Akiva for liabilities, which can include liabilities arising under the
securities laws. Therefore, assets of Blimah could be used or attached to
satisfy any liabilities subject to such indemnification.
General Business Plan.
Blimah's purpose is to seek, investigate and, if such investigation warrants,
acquire an interest in business opportunities presented to it by persons or
firms who or which desire to seek the perceived advantages of an Exchange Act
registered corporation. Blimah will not restrict its search to any specific
business, industry, or geographical location and Blimah may participate in a
business venture of virtually any kind or nature.
[22]
This discussion of the proposed business is purposefully general and is not
meant to be restrictive of Blimah's virtually unlimited discretion to search
for and enter into potential business opportunities. Management anticipates
that it will be able to participate in only one potential business venture
because Blimah has nominal assets and limited financial resources. See Item
F/S, "Financial Statements." This lack of diversification should be considered
a substantial risk to shareholders of Blimah because it will not permit Blimah
to offset potential losses from one venture against gains from another.
Blimah may seek a business opportunity with entities which have recently
commenced operations, or which wish to utilize the public marketplace in order
to raise additional capital in order to expand into new products or markets,
to develop a new product or service, or for other corporate purposes. Blimah
may acquire assets and establish wholly - owned subsidiaries in various
businesses or acquire existing businesses as subsidiaries.
The primary method Blimah will use to find potential merger or acquisition
candidates will be to run classified ads in the Wall Street Journal periodically
seeking companies which are looking to merge with a public shell.
Blimah anticipates that the selection of a business opportunity in which to
participate will be complex and extremely risky. Due to general economic
conditions, rapid technological advances being made in some industries and
shortages of available capital, Mr. Akiva believes that there are numerous
firms seeking the perceived benefits of a publicly registered corporation.
Such perceived benefits may include facilitating or improving the terms on
which additional equity financing may be sought, providing liquidity for
incentive stock options or similar benefits to key employees, providing
liquidity (subject to restrictions of applicable statutes) for all shareholders
and other factors. Business opportunities may be available in many different
industries and at various stages of development, all of which will make the
task of comparative investigation and analysis of such business opportunities
extremely difficult and complex.
Blimah has, and will continue to have, no capital with which to provide the
owners of business opportunities with any significant cash or other assets.
However, Mr. Akiva believes Blimah will be able to offer owners of acquisition
candidates the opportunity to acquire a controlling ownership interest in a
publicly registered company without incurring the cost and time required to
conduct an initial public offering.
The owners of the business opportunities will, however, incur significant
legal and accounting costs in connection with the acquisition of a business
opportunity, including the costs of preparing Form 8-K's, 10-K's or 10-KSB's,
agreements and related reports and documents. The Securities Exchange Act of
1934 (the "34 Act"), specifically requires that any merger or acquisition
candidate comply with all applicable reporting requirements, which include
providing audited financial statements to be included within the numerous
filings relevant to complying with the 34 Act.
[23]
Nevertheless, Mr. Akiva has not conducted market research and are not aware of
statistical data which would support the perceived benefits of a merger or
acquisition transaction for the owners of a business opportunity.
The analysis of new business opportunities will be undertaken by, or
under the supervision of, the Mr. Akiva, who is not a professional
business analyst. Mr. Akiva intends to concentrate on identifying
preliminary prospective business opportunities which may be brought to
its attention through present associations of Blimah's two officers, or
by Blimah's shareholders.
In analyzing prospective business opportunities, Mr. Akiva will consider such
matters as:
* the available technical, financial and managerial resources,
* working capital and other financial requirements,
* history of operations, if any,
* prospects for the future,
* nature of present and expected competition;,
* the quality and experience of management services which may be available and
the depth of that management,
* the potential for further research, development, or exploration,
* specific risk factors not now foreseeable but which may be anticipated to
impact the proposed activities of Blimah;
* 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.
Mr. Akiva will meet personally with management and key personnel of the business
opportunity as part of their investigation. To the extent possible, Blimah
intends to utilize written reports and personal investigation to evaluate the
above factors. Blimah will not acquire or merger with any company for which
audited financial statements cannot be obtained within a reasonable period of
time after closing of the proposed transaction.
Mr. Akiva, while not especially experienced in matters relating to the new
business of Blimah, will rely upon their own efforts and, to a much lesser
extent, the efforts of Blimah's shareholders, in accomplishing the business
purposes of Blimah. It is not anticipated that any outside consultants or
advisors will be utilized by Blimah to effectuate its business purposes
described herein.
However, if Blimah does retain such an outside consultant or advisor, any cash
fee earned by such party will need to be paid by the prospective merger/
acquisition candidate, as Blimah has no cash assets with which to pay such
obligation. There have been no discussions, understandings, contracts or
agreements with any outside consultants and none are anticipated in the future.
In the past , Mr. Akiva has never used outside consultants or advisors in
connection with a merger or acquisition.
[24]
Blimah will not restrict its search for any specific kind of firms, but may
acquire a venture which is in its preliminary or development stage, which is
already in operation, or in essentially any stage of its corporate life. It
is impossible to predict at this time the status of any business in which
Blimah may become engaged, in that such business may need to seek additional
capital, may desire to have its shares publicly traded, or may seek other
perceived advantages which Blimah may offer.
However, Blimah does not intend to obtain funds in one or more private
placements to finance the operation of any acquired business opportunity until
such time as Blimah has successfully consummated such a merger or acquisition.
Blimah also has no plans to conduct any offerings under Regulation S.
Acquisition of opportunities.
In implementing a structure for a particular business acquisition, Blimah may
become a party to a merger, consolidation, reorganization, joint venture, or
licensing agreement with another corporation or entity. It may also acquire
stock or assets of an existing business. On the consummation of a transaction,
it is probable that the present management and shareholders of Blimah will no
longer be in control of Blimah. In addition, Mr. Akiva may, as part of the
terms of the acquisition transaction, resign and be replaced by new directors
without a vote of Blimah's shareholders.
It is anticipated that Blimah's principal shareholders may actively
negotiate or otherwise consent to the purchase of a portion of their common
stock as a condition to, or in connection with, a proposed merger or acquisition
transaction. Any terms of sale of the shares presently held by officers and/or
directors of Blimah will be also afforded to all other shareholders of Blimah
on similar terms and conditions.
The policy set forth in the preceding sentence is based on an Understanding
between Mr. Akiva, and he is not aware of any circumstances under which this
policy would change while he is still officer and director of Blimah. Any and
all such sales will only be made in compliance with the securities laws of the
United States and any applicable state.
It is anticipated that any securities issued in any such reorganization would
be issued in reliance upon exemption from registration under applicable federal
and state securities laws. In some circumstances, however, as a negotiated
element of its transaction, Blimah may agree to register all or a part of such
securities immediately after the transaction is consummated or at specified
times thereafter.
If such registration occurs, of which there can be no assurance, it will be
undertaken by the surviving entity after Blimah has successfully consummated
a merger or acquisition and Blimah is no longer considered a "shell" company.
Until such time as this occurs, Blimah will not attempt to register any
additional securities. The issuance of substantial additional securities and
their potential sale into any trading market which may develop in Blimah's
securities may have a depressive effect on the value of Blimah's securities
in the future, if such a market develops, of which there is no assurance.
[25]
While the actual terms of a transaction to which Blimah may be a party cannot
be predicted, it may be expected that the parties to the business transaction
will find it desirable to avoid the creation of a taxable event and thereby
structure the acquisition in a so-called "tax- free" reorganization under
Sections 368a or 351 of the Internal Revenue Code (the "Code").
With respect to any merger or acquisition, negotiations with target company
management is expected to focus on the percentage of Blimah which target
company shareholders would acquire in exchange for all of their shareholdings
in the target company. Depending upon, among other things, the target company's
assets and liabilities, Blimah's shareholders will in all likelihood hold a
substantially lesser percentage ownership interest in Blimah following any
merger or acquisition.
The percentage ownership may be subject to significant reduction in the event
Blimah acquires a target company with substantial assets. Any merger or
acquisition effected by Blimah can be expected to have a significant dilutive
effect on the percentage of shares held by Blimah's then shareholders.
Blimah will participate in a business opportunity only after the negotiation
and execution of appropriate written agreements.
Although the terms of such agreements cannot be predicted, generally such
agreements will require some specific representations and warranties by all
of the parties thereto.
Also, they will specify certain events of default, will detail the terms of
closing and the conditions which must be satisfied by each of the parties
prior to and after such closing, will outline the manner of bearing costs,
including costs associated with Blimah's attorneys and accountants, will set
forth remedies on default and will include miscellaneous other terms.
As stated here-in-above, Blimah will not acquire or merge with any entity which
cannot provide independent audited financial statements within a reasonable
period of time after closing of the proposed transaction. Blimah is subject to
all of the reporting requirements included in the 34 Act. Included in these
requirements is the affirmative duty of Blimah to file independent audited
financial statements as part of its Form 8-K to be filed with the Securities
and Exchange Commission upon consummation of a merger or acquisition, as well
as Blimah's audited financial statements included in its annual report on Form
10-K (or 10-KSB, as applicable).
If such audited financial statements are not available at closing, or within
time parameters necessary to insure Blimah's compliance with the requirements
of the 34 Act, or if the audited financial statements provided do not conform
to the representations made by the candidate to be acquired in the closing
documents, the closing documents may provide that the proposed transaction
will be voidable, at the discretion of the present management of Blimah.
[26]
Mr. Akiva has verbally agreed that he will advance to Blimah any additional
funds which Blimah needs for operating capital and for costs in connection
with searching for or completing an acquisition or merger. Mr. Akiva has
further agreed that such advances will be made in proportion his percentage
ownership of Blimah. Mr. Akiva has also agreed that such advances will be
made interest free without expectation of repayment unless the owners of the
business which Blimah acquires or merges with agree to repay all or a portion
of such advances.
There is no dollar cap on the amount of money which such persons will advance
to Blimah. Blimah will not borrow any funds from anyone other than its
current shareholders for the purpose of repaying advances made by the
shareholders, and Blimah will not borrow any funds to make any payments to Mr.
Akiva.
Mr. Akiva has passed a resolution which prohibits Blimah from completing an
acquisition or merger with any entity in which any of Mr. Akiva or his
affiliates o r associates serve as officer or director or hold any ownership
interest. Mr. Akiva is not aware of any circumstances under which this policy,
through their own initiative may be changed.
There are no arrangements, agreements or understandings between non-management
shareholders and Mr. Akiva under which non-management Mr. Akiva of Blimah's
affairs. There is no agreement that non- management shareholders will exercise
their voting rights to continue to re-elect the current directors, however, it
is expected that they will do so based on the existing friendship among such
persons.
Competition.
Blimah will remain an insignificant participant among the firms which engage
in the acquisition of business opportunities. There are many established
venture capital and financial concerns which have significantly greater
financial and personnel resources andtechnical expertise than Blimah. In view
of Blimah's combined extremely limited financial resources and limited
management availability, Blimah will continue to be at a significant
competitive disadvantage compared to Blimah's competitors.
Year 2000 compliance.
Blimah is aware of the issues associated with the programming code in existing
computer systems through the year 2000. Blimah has assessed these issues as
they relate to Blimah, and since Blimah currently has no operating business
and does not use any computers, and since it has no customers, suppliers or
other constituents, it does not believe that there are any material year 2000
issues to disclose in this Form SB-2.
[27]
Description of property.
Blimah has retained Shawn F. Hackman, a P.C., as general counsel and resident
agent for Blimah. The address is 3360 W. Sahara, Suite 200 Las Vegas, NV 89102.
Mr. Hackman has no involvement with the day to day activities of Blimah. A
copy of the resident agent agreement is attached.
Blimah currently owns no property. President Isaac Akiva's residence serves as
the office for Blimah. This address is 3305 Grey Dolphin Dr. Las Vegas, NV,
89117. Mr. Akiva's residence is considered appropriate due to the limited
operations of Blimah.
Certain relationships and related transactions.
There are no relationships, transactions, or proposed transactions to which
Blimah was or is to be a party, in which any of the named persons set forth in
Item 404 of Regulation SB had or is to have a direct or indirect material
interest.
Shawn F. Hackman, Esq., Blimah's resident agent, incorporated Blimah in an
administrative capacity. Mr. Hackman currently hold no position in Blimah.
Market for common equity and related stockholder matters.
The Shares have not previously been traded on any securities exchange. At the
present time, there are no assets available for the payment of dividends on
the Shares.
Executive compensation.
(a) Mr. Akiva is not receiving any remuneration at this time.
(b) There are no annuity, pension or retirement benefits proposed to be paid
to Mr. Akiva, or employees of the corporation in the event of retirement at
normal retirement date pursuant to any presently existing plan provided or
contributed to by the corporation or any of its subsidiaries.
(c) No remuneration is proposed to be in the future directly or indirectly by
the corporation to Mr. Akiva under any plan which is presently existing.
Financial statements.
BLIMAH.COM
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
JUNE 30, 2000
[34]
<TABLE>
<S> <C>
TABLE OF CONTENTS
INDEPENDENT AUDITORS REPORT. . . . . . . . . . . . . . . . . . . . .36
ASSETS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .37
LIABILITIES AND STOCKHOLDERS' EQUITY. . . . . . . . . . . . . . . . 38
STATEMENT OF OPERATIONS. . . . . . . . . . . . . .. . . . . . . . . 39
STATEMENT OF STOCKHOLDERS' EQUITY. . . . . . . . . . . . . . . . . .40
STATEMENT OF CASH FLOWS. . . . . . . . . . . . . . . . . . . . . . .40
NOTES TO FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . . .41-44
</TABLE>
[35]
BARRY L. FRIEDMAN, P.C.
Certified Public Accountant
1582 TULITA DRIVE
OFFICE (702) 361 -8414
LAS VEGAS, NEVADA 89123
FAX NO. (702) 896-0278
INDEPENDENT AUDITORS' REPORT
Board of Directors
August 15, 2000
BLIMAH.COM
Las Vegas, Nevada
I have audited the accompanying Balance Sheets of BLIMAH.COM (A Development
Stage Company), as of June 30, 2000 and the related statements of operations,
stockholders' equity and cash flows for the period February 7, 2000 (inception)
to June 30, 2000. These financial statements are the responsibility of the
Company's management. My responsibility is to express an opinion on these
financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. I believe that my audit provides a reasonable basis for
my opinion.
In my opinion, the financial statements referred to above present fairly, in
all material respects , the financial position of BLIMAH.COM (A Development
Stage Company), as of June 30, 2000, and the results of its operations and
cash flows for the period February 7, 2000 (inception) to June 30, 2000, in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note #5 to the financial
statements, the Company has suffered recurring losses from operations and has
no established source of revenue. This raises substantial doubt about its
ability to continue as a going concern. Management's plan in regard to these
matters is described in Note #5. These financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Barry L. Friedman
Certified Public Accountant
[36]
<TABLE>
BLIMAH.COM
(A Development Stage Company)
June 30, 2000
<CAPTION>
BALANCE SHEETS
ASSETS
<S> <C>
CURRENT ASSETS $0
Cash $0
TOTAL CURRENT ASSETS $0
OTHER ASSETS $0
TOTAL OTHER ASSETS $0
TOTAL ASSETS $0
LIABILITIES AND
STOCKHOLDERS' EQUITY
CURRENT LIABILITIES $11,230
Accounts Payable $11,230
STOCKHOLDERS' EQUITY
(NOTE #4)
Common stock
par value $0.001
authorized 25,000,000 shares
issued and outstanding at
June 30, 2000-
3,000,000 shares $3,000
Additional Paid-In Capital 0
Deficit accumulated during
the development stage $-14,230
--------
TOTAL STOCKHOLDERS' EQUITY $-11,230
--------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $0
---------
</TABLE>
The accompanying notes are an integral part of these financial
statements.
[37]
<TABLE>
BLIMAH.COM
(A Development Stage Company)
February 7, 2000 (inception) to June 30, 2000
STATEMENT OF OPERATIONS
<CAPTION>
<S> <C>
INCOME $0
Revenue
EXPENSES
General and
administrative $3,000
------
TOTAL EXPENSES $3,000
------
NET PROFIT/LOSS (-) $-3,000
-------
Net profit per share
Basic and diluted
(Note #2) $-.001
------
Weighted average
Number of common
shares outstanding 3,000,000
---------
</TABLE>
The accompanying notes are an integral part of these financial
statements.
[38]
<TABLE>
BLIMAH.COM
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
<CAPTION>
Additional Accumulated
Common Stock Paid - in deficit
Shares Amount Capital
<S> <C> <C> <C> <C>
February 7, 2000
Issued for services 3,000,000 $3,000 $0
Offering Costs -11,230
Net loss February
7, 2000 (inception)
to June 30, 2000 -3,000
---------- ------- ----- -----------
Balance
June 30, 2000 3,000,000 $3,000 $0 $-14,230
--------- ------- --- ---------
</TABLE>
The accompanying notes are an integral part of these financial
statements.
[39]
<TABLE>
BLIMAH.COM
(A Development Stage Company)
February 7, 2000 (inception) to June 30, 2000
STATEMENT OF CASH FLOWS
<CAPTION>
<S> <C>
Cash Flows from
Operating Activities $-3,000
Net Loss
Adjustment to reconcile
net loss to net cash
provided by operating
activities issue
common stock for
services +3,000
Changes in assets and
liabilities 0
--------
Net cash used in
operating activities $0
Cash flows from
investing activities 0
Cash flows from
Financing Activities 0
--------
Net increase
(decrease) $0
Cash
Beginning of period 0
---------
Cash
end of period $0
---------
</TABLE>
The accompanying notes are an integral part of these financial
statements.
[40]
BLIMAH.COM
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2000
NOTE #l - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized February 7, 2000, under the laws of the State of
Nevada as BLIMAH.COM The Company currently has no operations and in accordance
with SFAS #7, is considered a development company.
NOTE #2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Method
The Company records income and expenses on the accrual method.
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 disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenue and expenses during the reporting period.
Actual results could differ from those estimates.
Cash and Equivalents
When the Company has cash, it will maintain a cash balance in a non-interest-
bearing bank that currently does not exceed federally insured limits. For the
purpose of the statements of cash flows, all highly liquid investments with
the maturity of three months or less are considered to be cash equivalents.
There are no cash equivalents as of June 30, 2000.
[41]
BLIMAH.COM
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
June 30, 2000
NOTE #2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Loss Per Share
Net loss per share is provided in accordance with Statement of Financial
Accounting Standards No. 128 (SFAS #128) "Earnings Per Share". Basic loss per
share is computed by dividing losses available to common stockholders by the
weighted average number of common shares outstanding during the period. Diluted
loss per share reflects per share amounts that would have resulted if dilative
common stock equivalents had been converted to common stock. As of June 30,
2000, the Company had no dilative common stock equivalents such as stock
options.
Year End
The Company has selected December 31st as its fiscal yearend.
Policy in Regards to Issuance of Common Stock in a Non-Cash Transaction
The Company's accounting policy for issuing shares in a non-cash transaction
is to issue the equivalent amount of stock equal to the fair market value of
the assets or services received.
NOTE #3 - INCOME TAXES
There is no provision for income taxes for the period ended June 30, 2000, due
to the net loss and no state income tax in Nevada, the state of the Company's
domicile and operations. The Company's total deferred tax asset as of June 30,
2000 is as follows:
<TABLE>
<S> <C>
Net operation loss carry forward $0
Valuation allowance $0
Net deferred tax asset $0
</TABLE>
[42]
BLIMAH.COM
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
June 30, 2000
NOTE #4 - STOCKHOLDERS' EQUITY
Common Stock
The authorized common stock of the corporation consists of 25,000,000 shares
with a par value $.001 per share.
Preferred Stock
The corporation has no preferred stock.
On February 7, 2000, the Company issued 3,000,000 shares of its $0.001 par
value common stock to its directors for services of $3,000.00.
NOTE #5 - GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. However, the Company does not have significant cash or other
material assets, nor does it have an established source of revenues sufficient
to cover its operating costs and to allow it to continue as a going concern.
The stockholders/officers and or directors have committed to advancing the
operating costs of the Company interest free.
NOTE #6 - RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal property. An officer
of the corporation provides office services without charge. Such costs are
immaterial to the financial statements and accordingly, have not been reflected
therein. The officers and directors of the Company are involved in other
business activities and may in the future, become involved in other business
opportunities. If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company and their other
business interests. The Company has not formulated a policy for the resolution
of such conflicts.
[43]
BLIMAH.COM
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
June 30, 2000
NOTE #7 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional shares
of common stock.
[44]
Part II. Information not required in prospectus.
Indemnification of officers and directors.
Information on this item is set forth in Prospectus under the heading
"Disclosure of Commission Position on Indemnification for Securities Act
Liabilities."
Other expenses of issuance and distribution.
Information on this item is set forth in the Prospectus under the heading "Use
of Proceeds."
Recent sales of unregistered securities.
On February 7, 2000, 3,000,000 shares were issued to Isaac Akiva under Rule 4
(2) . These shares were issued as founders shares stock for services as officer
and director. Therefore, He would be considered an accredited investor under
Rule 501 of Regulation D.
Exhibits.
The Exhibits required by Item 601 of Regulation S-B, and an index thereto, are
attached.
Undertakings.
The undersigned registrant hereby undertakes to:
(a) (1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
(i) Include any prospectus required by section 10(a)(3) of the Securities Act;
(ii) Reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in the registration
statement; and Notwithstanding the forgoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation From the low or
high end of the estimated maximum offering range may be reflected in the form
of prospects filed with the Commission pursuant to Rule 424.
(b) if, in the aggregate, the changes in the volume and price represent no
more than a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective registration
statement.
(iii) Include any additional or changed material information on the plan of
distribution.
[45]
(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.
Provide to the underwriter at the closing specified in the underwriting
agreement certificates in such denominations and registered in such names as
required by the underwriter to permit prompt delivery to each purchaser.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the pursuant to the foregoing provisions, or otherwise, the small
business issuer has been advised "Act") may be permitted to directors, officers
and controlling persons of the small business issuer that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the small business issuer of expenses incurred or paid by a
director, officer or controlling person of the small business issuer in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the small business issuer will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
[46]
EXHIBIT LIST
<TABLE>
<S> <C> <C>
3.1 Articles of Incorporation Incorporated by reference in Blimah's
Form SB-2A filed on April, 20, 2000.
3.2 By-Laws Incorporated by reference in Blimah's
Form SB-2A filed on April, 20, 2000.
5.1 Opinion on Legality
24.1 Consent of Accountant
24.2 Consent of Attorney (Included in Opinion)
27.2 Lock-up agreement
</TABLE>
[47]
