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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
GENERAL FORM FOR REGISTRATION OF SEURITIES OF
SMALL BUSINESS ISSUERS Under Section 12(b) or
(g) of the Securities Exchange Act of 1934
Business Translation Services, Inc.
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(Name of Small Business Issuer in its charter)
Nevada 88-0430189
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(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
500 N. Rainbow, Suite 300, Las Vegas, Nevada 89107
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(Address of principal executive offices) (zip code)
(702) 221-1952 (PHONE) (702) 221-1963(FAX)
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Issuer's Telephone and Fax Number
Securities to be registered under section 12(b) of the Act:
Title of Each Class Name on each exchange on which
to be registered each class is to be registered
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Securities to be registered under section 12(g)of the Act:
Common Stock, $.001 par value per share, 20,000,000 shares authorized,
2,200,750 issued and outstanding as of May 31, 2000.
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FORWARD LOOKING STATEMENTS
Business Translation Services, Inc., a developmental stage company
("Business Translation Services, Inc," or the "Company") cautions readers
that certain important factors may affect the Company's actual results and
could cause such results to differ materially from any forward-looking
statements that may be deemed to have been made in this Form 10-SB or that
are otherwise made by or on behalf of the Company. For this purpose, any
statements contained in the Form 10-SB that are not statements of historical
fact may be deemed to be forward-looking statements. Without limiting the
generality of the foregoing, words such as "may," "expect," "believe,"
"anticipate," "intend," "could," "estimate," "plans," or "continue" or the
negative or other variations thereof or comparable terminology are intended
to identify forward-looking statements. Factors that may affect the Company's
results include, but are not limited to, the Company's limited operating
history, its ability to produce additional products and services, its
dependence on a limited number of customers and key personnel, its possible
need for additional financing, its dependence on certain industries, and
competition from its competitors. With respect to any forward-looking
statements contained herein, the Company believes that it is subject to a
number of risk factors, including: the competition in the translation
industry, the difficulty in providing clients with accurate translated
materials, more established and better funded busniness in the translation
industrying information, lack of marketing and lack of a customer base,
and the Company's ability to implement its product strategies to
develop its business in the translation markets. Any forward-looking
statements in this report should be evaluated in light of these important
risk factors. The Company is also subject to other risks detailed herein or
set forth from time to time in the Company's filings with the Securities and
Exchange Commission.
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Part I ......................................................... 4
Item 1. Description of Business.................................. 4
Item 2. Management's Discussion and Analysis or Plan of
Operation................................................ 15
Item 3. Description of Property.................................. 15
Item 4. Security Ownership of Management and Others and Certain
Security Holders......................................... 16
Item 5. Directors, Executives, Officers and Significant
Employees................................................ 16
Item 6. Remuneration of Directors and Executive
Officers................................................. 18
Item 7. Interest of Management and Others in Certain
Transactions............................................. 18
Part II ......................................................... 19
Item 1. Market Price of and Dividends of the Registrant's
Common Equity and Other Stockholder Matters.............. 19
Item 2. Legal Proceedings........................................ 20
Item 3. Recent Sales of Unregistered Securities.................. 20
Item 4. Description of Securities................................ 20
Item 5. Indemnification of Directors and Officers................ 21
Part F/S ......................................................... 23
Item 1. Financial Statements..................................... 23
Item 2. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure..................... 23
Part III ........................................................ 26
Item 1. Index to Exhibits....................................... 26
Item 2. Description of Exhibits................................ 26
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Part I
Item 1. Description of Business
A. Business Development, Organization and Acquisition Activities
The Company was organized July 1, 1999, under the name, Pupettown.com, Inc.,
the name of the Company was subsequently changed to Business Translation
Services, Inc. Amended Articles of Incorporation were filed with the
Secretary of State of Nevada to change of the name of the Company. The
original articles of the Company authorized the issuance of twenty
million (20,000,000) shares of Common Stock at par value of $0.001 per
share and five million (5,000,000) shares of Preferred Stock at par value
of $0.001. Activities to date have been limited primarily to organization,
initial capitalization, finding an appropriate operating facility in Las Vegas,
NV, and commencing with initial operational plans.
On July 27, 1999, the Company issued 750,000 shares of its $.001 par
value common stock for cash of $1,500. Of the total amount, $750 is
considered common stock, and $750 is considered additional paid-in
capital.
In January, 2000, the Company sold four hundred fifty thousand seven hundred
fifty (450,750) shares of its common stock in connection with a public
offering at a price of $0.10 per share for $45,075 in cash to approximately
52 shareholders. The public offering was registered with the Nevada
Securities Division. The Company was issued a permit to sell securities to the
public in the State of Nevada (R97-667) from the Nevada Securities Division on
October 13, 1999, pursuant to Nevada Revised Statutes Chapter 90.490. This
offering was made in reliance upon an exemption from the registration
provisions of Section 5 of the Securities Act of 1993, as amended, pursuant
to regulation D, Rule 504, of the Act. The offering was closed January 31,
2000. A Form D, was filed with the Securities and Exchange Commission on or
about February 9, 2000.
On March 28, 2000, the Company issued 1,000,000 shares of its $.001 par
value common stock at $0.10 per share to a Company director for cash
of $10,000. Of the total amount, $1,000 is considered common stock,
and $9,000 is considered additional paid-in capital.
There have been no other issuances of common or preferred stock.
Corporate and administration office of the Company is located at 500 N.
Rainbow, Suite 300, Las Vegas, Nevada 89107, and its telephone number is
(702) 221-1952.
The auditors of the Company have issued a going concern opinion in Note 5 of
the Notes to Financial Statements, (May 31, 2000) which states in pertinent
part the following, "Without realization of additional capital, it would be
unlikely for the Company to continue as a going concern." It is, however, the
intent of the Company to seek to raise additional capital via a private
placement offering pursuant to Regulation "D" Rule 505 or 506.
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B. Business of Issuer
The Company plans to offer translation services of conventional documents and
software written in one language and translated into other language, and to
specialize in providing translators for face-to-face meetings. The Company also
plans to convert text from one language to another giving careful consideration
to the nuisances of translating the meaning of words and ideas from one language
to another.
The Company plans to investigate computer software programs directed toward the
development of computer-based machine translation systems. These new powerful
information tools will provide the basis for the development of new products.
The basic business model is to accelerate technical developments, together with
product marketing and sales, to create unique translation products for special
niche markets. The Company believes that this strategy will result in positive
business results for the Company, although there are no assurances that this
strategy will be successful.
The Company plans to distinguish itself as a translation and localization
service provider, generally using contracted human resources and industry-
available technology and software tools. The Company intends to pursue a
strategy which will enable it to expand its business through identifying
companies that fit the Company's consolidation guidelines, and contracting with
these companies to provide translating services. The Company has identified
individuals who are fluent in the languages of Spanish, Russian and Ukraine
These people will be hired as independent contractors, on a per assignment
basis to translate for the Company.
Additionally, if the Company can become successful it intends to expand its
existing translation services and to continue to research and develop advanced
translating technologies. There can be no assurances that this will take
place.
The Company recognizes that a that the translating industry is a labor intensive
process. Management of the Company believes this is necessary in order to
translate words which express ideas and concepts from one language to another
(1) THE TRANSLATION MARKET
The translation market breaks down into two broad categories, they are:
"retail" and "professional/technical." The retail translation segment includes
a variety of applications such as general business correspondence, consumer
product marketing, newspapers, magazines, literary works, chat room
conversations, TV shows, news programs, personal letters and similar forms of
commercial and interpersonal communications.
The professional/technical translation market includes all types of business
products and services as well as government publications requiring
translation. Virtually all businesses which export products or services require
that their products be tailored to the local target market or country.
The Company plans to devote most of its resources to competing in the
professional/technical market.
The demands of the professional/technical market on translators are
substantially greater than those in the retail translation market. Not only is
native fluency in the target language required, but knowledge of the terms and
vocabulary of the particular business is also required. Translators must also
be language competent in the source language to understand the sophisticated
concepts of the products. Businesses often hire bilingual or multilingual
persons as translators and teach these translators the details of their
products or services, rather than depend upon an outside translation company
with language skills but no product knowledge.
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As the world becomes more assessable through air travel and the internet, the
demand for language translation is growing at 25 - 30% per year, according
to one industry report. Among the fastest growing translation markets are (i)
Eastern Europe, including the countries comprising the former USSR, due to the
multiple language needs in those countries and (ii) the Asia/Pacific region due
to their emerging markets which appeal to global businesses. (iii) the
Latin America market, as it continues to grow in population and economic
Development. Computer-aided language translation is an emerging trend.
Management estimates that machine translation systems currently represent sales
of approximately one percent of the total market potential exceeding $10
billion annually.
(2) CURRENT SERVICES AND PRODUCTS
The Company plans to specialize in managing and producing high volume,
technical translations for face-to-face business meetings, and translating
business materials. The Company plans to provide a full range of translation
and localization services to international customers as well as customers
preparing to engage in international commerce. The Company plans to translate
product materials and help customers localize products and services for the
global marketplace. The Company plans to provide services that are customized
to the customer's requirements.
The primary products and services the Company currently provides are as follows:
1. Multilingual Localization and Translation, including
o Face-to-Face Translating Service for Business Meetings.
o Product management to translate business materials.
o Coordination of in-country review of translated materials.
o Production of translated materials.
o Multimedia localization and production
2. Internationalization and Development Consulting
3. Facilities Management and Resource On-Site Placement
Services of native translators.
Historically, the process of multilingual localization has been highly
labor intensive. Much of the hands-on work has been done principally by
independent translators and editors retained by the Company, as well as Company
employees. Various computer-assisted translation tools have been employed to
reduce costs and to enhance consistency. The Company plans to utilize these
software applications for extracting and storing data, to preserve formatting
during the translation process, for dictionaries, for presentation of text and
use of previous translation. The Company recognizes, that once these materials
have been translated by a software program, they need to be individually
reviewed and edited by native speakers of the language to ensure the proper
translations of concepts and ideas, and not just literal translations of the
words themselves. In this regard, the Company's translation memory
capabilities have depended upon the storage of and access to previously
translated material in computer usable form.
The Company's ability to take advantage of translation software memory depends
on the stability of customers, types of products, material to be translated and
customer requirements. If variables negatively affect any of the foregoing
factors, such as occurs with first-time customers or when translating materials
in new topics, the translating task becomes very costly and labor intensive.
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Management believes that tracking and costing procedures will be an integral
part of producing its specialized services. The Company plans to place a strong
emphasis on what it believes to be efficient processes, and management believes
that centralized project management is necessary to efficiency of each job.
Certain core functions such as editing, proofreading, desktop publishing and
client coordination are part of central project management. In preparing work
for translation from one language to another a project editor may identify
problems or issues which are relevant across the entire project. The Company
believes that central control of the process is the best way to handle certain
situations, such as the identification of software bugs.
The Company plans to provide a range of communications facilities by utilizing
its own internal systems. Files are prepared for translation by the Company's
contract technical staff and are distributed electronically to translators
either locally or in the applicable country. The Company plans to hire
independent contract translators who are native speaking professionals in the
target language, and are required to know the subject matter of the area in
which they translate. In addition, a project must have technically
knowledgeable staff in the source language, preferably a specialist in that
area. Translated versions are returned to the Company for technical review,
proofing and compilation if software is involved. The target language versions
are then distributed to appropriate client locations, which may be multiple
locations or a central site. It is the Company's goal to considers itself an
extension of the client's documentation and software development departments
The Company realizes that many of its customers do not possess all the expertise
needed to manage the localization process. The Company, therefore, has created
expanded services including management consulting and on-site management.
Systems development and consulting services also include product planning and
redesign for local markets. The Company understands the changes in technology,
that taking a product to a global market can be a difficult proposition. In
order to offset the technical difficulties for its customers, the Company plans
to take an active role in the development and modifications of its
customers' products to support local specifications and character encoding for
different regions of the world. These services allow the Company to manage the
localization while simultaneously allowing the customer to manage their product.
Therefore, costs are reduced while quality is maintained.
(3) CUSTOMERS
The Company plans to provides translation and localization services to a
targeted audience and industry sectors, with an emphasis on face-to-face
translating services for the Spanish and Ukraine markets. The Company's target
markets include nearly all professional technical and industrial applications
such as financial, medical, legal, trade publications, automotive, software,
technical abstracts, equipment and instrumental manuals.
Management plans to target its services towards the Spanish and Ukraine markets.
The Company believes that Chinese will also become more significant in the
future; however, it has no near terms plans to target its efforts at the
Chinese market.
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(4) TECHNOLOGY APPLICATIONS
Management of the Company has followed the progress of machine translation
over the years. After review and consideration, the Company concluded that
to the best of its knowledge no one system exists that meets its standards of
accuracy, efficiency and effectiveness. It is for this reason, management
believes a software program can only translate words literally, and in most
cases the meaning and context of the translation is lost. For example, a
literal translation of a person who is "high spirited" into the Russian language
would literally translate as "tall Vodka." In the Spanish language the literal
translation of a person who has "no pelos en la lengua," would literally
translate to a person who has "no hairs on his tongue." This does not mean
anything until it is translated to the meaning that the person, "talks so much
that his tongue never rests."
Therefore, the Company needs to develop its responses to common problems in the
localization process. The goal for the design of computer systems and machine
tools is to enhance and expedite the manual translation process. In general,
it becomes more efficient to edit translated materials into the proper context,
than to translate the materials from word one. The currently available
translating software tools and systems do not address some of the problems
involved in the translation/localization of a text from a source language to a
target language by dealing with the following ambiguities:
o Lexical ambiguity--multiple meanings (polysemy) of the same words.
o Structural ambiguity--language that is vague, unclear and or uncertain in
meaning.
o Contextual ambiguity--words can acquire idiosyncratic meaning within
specific context; these meanings do not relate to the normal senses of the
words as normally used.
The Company remains committed find the best available translating software to
minimize the necessary editing. This is critical to the Company when it is
hired to translate target applications for information technology and
telecommunications which include products such as software with
technical/operating manuals, software help, and software documentation.
(5) COMPETITION
The worldwide translation market is estimated by OVUM, a market research
company specializing in this area and by LISA (Localization Industrial Standards
Association) to be approximately $20 billion annually. Both firms estimate
annual growth rates at 25%-30%, due to the globalization of commerce which
requires the localizing of a product or service to a particular country. An
unknown percentage of language translation is performed "in house", that is,
by medium and large sized multinationals with product offerings in 10-20
languages. Companies as diverse as Caterpillar, Boeing, Oracle, IBM, Bloomberg,
and XEROX have in-house translation staffs for certain languages. Companies
that perform translation as a business tend to be small firms with revenues of
$300,000 to $700,000. The Company estimates that 95% of the 3000+ U.S.-based
translation agencies have revenues of less than $1.5 million.
As translation/localization contracts become larger, Company management believes
that large corporate customers will continue to migrate to the solution-based
models offered by large capacity service providers. While the Company's
competitors can currently be divided into two main subcategories,
traditional translation companies and machine translation and/or solution-based
companies offering large capacity machine translation products and/or
solution-based models, Company management believes that within a relatively
short period of time the Company will be competing primarily with companies in
the second subcategory.
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Management believes that the common structural flaw of competitors' machine
translation systems is their reliance upon software driven by linguistic
rules, which are rules developed by academic linguists to address grammar,
syntax, lexical usage, context, sentence structure and the like. The Company's
solution to the problem is fundamentally different and simpler than the rule
based systems. The Company's approach relies upon mathematical and statistical
evaluations of dual language texts in particular topics. By statistically
analyzing substantial amounts of legacy text in two languages, patterns of word
matches, as well as phrase and sentence matches become apparent and remembered
in such a way to allow the translation of newly inputted text with a target
accuracy of 90% + correct.
Competition in the translating industry is dominated by approximately 3,000
small to mid size companies. These companies charge on average 12 cents to 15
cents per word for the translation of written documents. The Company will be
competing with these competitive companies for the same customer base.
Therefore, the Company plan to focus on providing translating services to
business who need face-to-face "live" translators at there business meetings
The Company plans to differentiate itself from its competitors not only in its
face-to-face approach but also in its marketing strategy . The Company's
strategy is to develop specific niche translation products for Spanish and
Ukraine markets, and target, financial, pharmaceutical and environmental in
which the customer pays a flat fee-for-service, competitive bid model, so that
they can manage their translating budgets accordingly. The Company is setting
product priorities based upon the best combination of development time and
profitability.
It is management's point of view that many more companies outside the U.S.
perform translation since the non-US market is substantially larger than the
U.S. market. The same fragmented market structure of thousands of small firms
prevails overseas. Worldwide, fewer than 10 companies have annual translation
revenues of over $50 million.
The Company's principal competitors in traditional language translation
include Berlitz, Lernout & Hauspie, N.V., Bowne Translation Division, Alpnet,
Lionbridge and XEROX Lingua. In machine translation, the Company's principal
competitors include Logos, Systran, Transparent Language Inc., and the Language
Technologies division of Lernout & Hauspie. All of these competitors have
substantially greater financial resources, more extensive experience, and better
established research and development, marketing and servicing capabilities than
the Company.
Company management believes that competition in the machine translation
market is based primarily upon accuracy, functionality, ease-of-use, versatility
and price. The Company's performance will depend on its ability to innovate, as
well as maintain and solicit quality people in technical, sales and management
positions.
(6) EMPLOYEES
The Company currently has two (2) employees, they are: One (1) President and
Chief Executive Officer (Dave Benedetti); and one (1) Secretary (Ed DeStefano).
In order to implement the aggressive business plan of the Company, management
recognizes that some additional staff may be required in the future, once the
company becomes profitable.
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The Company's plans to hire independent contractors' as translators. This
would include native-speaking professionals in the target language, who are
required to know the subject matter of the area in which they translate. In
addition, a project must have technically knowledgeable person in the source
language, preferably a specialist in that area.
Management does not believe that machine translation software can adequately
translate written materials; therefore, the Company will need qualified
individuals as quality-control personnel and as translators of subject
areas that have not been mechanized. The Company expects that the available
pool of qualified translators will not grow as rapidly as the growth in the
translation and localization market as a whole. The Company does not have
a plan to address the issue of the shortage of personnel to translate
materials.
It is also important to note that the Company anticipates that it will not
generate any income unless it can identify business and individuals in need of
its translating services. This in itself will not guarantee any income.
Therefore, the Company can incur losses and negative cash flow over the next
twelve (12) to eighteen (18) months. There is no guarantee that the Company
will ever operate profitably or even receive positive cash flows from full
operations. This is especially the case if the Company cannot attract new
customers for its services.
(7) RISK FACTORS
(a) THE SUCCESSFUL IMPLEMENTATION OF THE BUSINESS STRATEGY IS DEPENDENT UPON
MANAGEMENT PERSONNEL AND EXECUTIVE OFFICERS.
The Company's operations are dependent upon the continued services of Officer's
of the Company, and the Company's ability to hire and retain qualified
translators and technical personnel. The loss of services of any of the those
executive officers or other management or personnel, whether as a result of
death, disability or otherwise, would have a material adverse effect upon the
Company's business.
(b) POSSIBLE INABILITY TO FIND SUITABLE EMPLOYEES.
The Company currently has two (2) employees. One (1) President and Chief
Executive Officer (Dave Benedetti); and one (1) Secretary (Ed DeStefano).
In order to implement the aggressive business plan of the Company, management
recognizes that some additional staff may be required in the future, once the
Company becomes profitable.
The Company also plans to hire independent contractors as translators.
This would include native-speaking professionals in the target language, who
would be required to know the subject matter of the area in which they
are providing translation services. In addition, a project must have a
technically knowledgeable person in the source language, preferably a
specialist in that area.
It is entirely possible that neither will the Company be able to find
The optimum staff to run its operations from a central office in America,
Nor be able to staff its operations adequately abroad, where crack
Translators are necessary, as well as bi-lingual personnel who know the local
Market and can function as corporate executives with full fluency in English
And a working knowledge of the global marketplace.
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Additionally, in order to take advantage of the technological
opportunities presented by this historical moment, the Company must find
software developers who are both technically-skilled and sophisticated in
their understanding of linguistics. The Company cannot ensure that its
intention to discover and hire such qualified people will be successful.
Moreover, as Management does not believe that machine translation
Software can adequately translate written materials by itself, the Company will
need qualified individuals as quality-control personnel and as
translators in subject areas that have not been mechanized. The Company
expects that the available pool of qualified translators will not grow as
rapidly as the growth in the translation and localization market as a whole.
The Company does not have a plan to address the issue of the shortage of
personnel to translate materials.
(c) GOVERNMENT AND GLOBAL REGULATION.
New regulating bodies like the WTO are emerging that give structure to the
global economy. hese bodies may impose restrictions or require commitments
with which the company will not be able to comply or which may adversely effect
its prospects.
There may also be unforeseeable events related to the ways that
International commerce and business are regulated. Volatile political events
could give rise to as yet unformed or undeveloped political movements like
those that disrupted the WTO meetings in Seattle and Washington,D.C. within the
Past few months. And though, because translation services are always needed,
even, perhaps especially in times of conflict, the company feels its primary
business to be one for which the demand is constant, there is no
guarantee that this is so and indeed may prove irrelevant based on political
turmoil.
(d) POSSIBLE LIABILITY FOR SERVICE PROVIDED.
There is no guarantee that the level of coverage secured by the Company will be
adequate to protect it from risks associated with claims that exceed the level
of coverage maintained. As a result of the Company's limited operations to
date, no threatened or actual claims have been made upon the Company for
service liability.
(e) THE COMPANY MAY BE RELYING ON A FAULTY MODEL OR MODELS
As stated above, the company's plan to compete with larger and better-
financed competitors who have established reputations in the areas of
language teaching for business, and translation, is dependent in part
on two innovations. 1) is a way of creating translation software that is
based on more efficient and business-appropriate mathematical and statistical
models rather than academic and linguistic ones; the other, 2), is
based on a plan to contract services for a flat fee that will help the
client company to plan and focus its translation budget, thus making the
Company a preferable option over competitors who charge using the standard
measure, which is to bill clients by the word. (See "COMPETITION").
These are based on managements belief not on any provable or demonstrable
track record. One or both may prove to be deeply flawed or simply an idea
that fails to materialize.
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As to the Company's statistical model, even if it works well, it may not
sufficiently minimize the time it takes to do basic and usable machine-based
translations of complex and unique documents in a variety of languages over a
wide range of fields. What works well for a document concerning Spanish
pharmaceutical products may prove inadequate to translate one concerning
steel production in Ukraine. In other words, there is no guarantee that the
Company can with one super software program save sufficient time in replicable
ways all over the world to generate translations that won't require their human
editors as much time to rework as would have been required to translate
them from scratch.
(f) RISKS IN PRICING STRATEGIES
The flat-fee plan may result in serious losses if, in the bidding phase, it
is not cost-estimated with real clarity about how long and how much will be
required to do the job at hand. Low bids could prove costly or even disastrous
if sufficient care and business sense are not used when the original fee is
contracted. And there is of course no guarantee that a flat fee alone will draw
clients away from larger and more established and well-known firms.
(g) POSSIBLE FAILURE TO DEVELOP PRODUCT INNOVATIONS QUICKLY ENOUGH
The Company plans to investigate computer software programs directed toward
the development of computer-based machine translation systems. These powerful
new information tools will provide the basis for the development of new
products. The basic business model is to accelerate technical developments,
together with product marketing and sales, to create unique translation
products for special niche markets.
This plan is based on the Company's ability to develop the new translation
software products referred to in a way timely enough to take solid competitive
advantage of the current state of the industry. The Company, may nor may
Not be successful, and its business, or some of the other competitors who are
attempting to do the same thing may do so before the Company can capture the
market.
(h) THE COMPANY OPERATES IN HIGHLY COMPETITIVE MARKETS LOCATED IN HIGHLY
VOLATILE PARTS OF THE WORLD.
The competition currently striving to outdo each other for translation
contracts in the former Soviet Union and Latin America is fierce, and
as previously acknowledged are better-funded, already established, and
known to the client base in these countries. The Company is not recognized in
the translating community as compared to the larger competitors.
Moreover the regions in which where the Company plans to focus its initial
operations are in highly volatile areas geo-politically. The Company's
lack of expertise in the Ukrainian language and in the language groups of the
former Soviet Union is a case in point as that area of the world is one filled
with uncertainty, recent terrorist activities, the war in Chechnya, and strong
nationalist elements of both right and left who consider both Americans and
capitalism to be alien forces could all result in making it impossible to carry
out a normal and successful business.
Similarly, with Spanish language translation, the Company must take into
account the volatility and instability of Mexico and of Latin and
South America. The crisis of confidence in the Mexican government and
the difficult situation in Chiapas, the problem throughout the region of
unpaid loans to the IMF and World Bank that affect the amount of tax monies
available to feed its people, and the situations in Columbia and Peru are
destabilizing factors that could jeopardize the creation of a climate in
which normal and profitable business activities can thrive.
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(i) REVENUES DERIVED FROM INTERNATIONAL OPERATIONS, AND A DOWNTURN IN
INTERNATIONAL COMMERCE, COULD SEVERELY IMPACT RESULTS OF OPERATIONS.
A portion of the Company's business could be conducted outside the
United States. International trade is influenced by many factors, including
economic and political conditions, employment issues, currency fluctuations
and laws relating to tariffs, trade restrictions, foreign investments
and taxation. As a result, the Company's operations are subject to various
risks such as loss of revenue due to the instability of foreign
economies, currency fluctuations and devaluations, adverse tax policies and
governmental activities that may limit or disrupt markets, restrict payments
or the movement of funds or result in the deprivation of contract rights.
Moreover, many of the countries where the Company plans to operate have
legal systems that differ from that of the United States and may
provide substantially less protection for foreign investors. A reduction in
the level of international trade, material restrictions on trade or a
downturn in the economies of countries in which the Company plan to operate
could have an adverse effect on the results of the Company's operations.
(j) FAILURE TO CONVINCE POTENTIAL CLIENTS OF THE VALUE OF OUTSOURCING
AN INDEPENDENT TRANSLATION SERVICE
As stated above (See "Business"), many companies operating in the
Global marketplace currently employ in-house translators who are trained not
only in languages but also in the specialized vocabularies and modes of
discourse of the industry in which the company does business. These companies
tend to believe that it is more cost-effective for them in the long run to hire
and train in-house translators in order to take into account these factors.
The company's success will depend on being able to overcome this set of
objections to our becoming the translation arm of such companies.
Despite the Company's belief that they will be able to provide such services
effectively and profitably to companies who require translation services, it is
possible that the Company will not be able to overcome this strongly-held
belief. It is possible that they may overcome the objection in some companies,
but not in enough to make their global business work. It is possible that even
some companies who would consider their services will be hesitant to part with
translator already familiar with their businesses and ways of operating.
(k) POTENTIAL UNWORKABILITY OF REVIEWING COMPUTER-TRANSLATED TEXTS BY
NATIVE SPEAKERS
Native-speaking people will be required to go over Manuscripts translated by
the software programs in order to make sure that literal translations and
mechanical misunderstandings have not marred the finished product. Despite the
Company's belief that this process will be shorter and more cost-effective than
creating translations from scratch, it may be that this belief will prove to be
erroneous. It may be that the process of correcting such a document or
manuscript will be laborious and time-consuming and will require too many man-
hours to do well, which would undercut the Company's ability to make a profit
and to bid competitively.
(l) OTHER RISKS
In addition to the above risks, businesses are often subject to risks not
foreseen or fully appreciated by management. In reviewing this Offering
Circular, potential investors should keep in mind other possible risks that
could be important.
13
<PAGE>
(8) Raw Materials and Suppliers
The Company does not plan to utilize any raw materials.
(9) Patents, Trademarks, Licenses, Franchises, Concessions, Royalty
Agreements, and Labor Contracts
The Company regards substantial elements of its future Web site and
underlying infrastructure and technology as proprietary and attempts to
protect them by relying on trademark, service mark, copyright and trade
secret laws and restrictions on disclosure and transferring title and other
methods. The Company plans to enter into confidentiality agreements with its
future employees, future suppliers and future consultants and in connection
with its license agreements with third parties and generally seeks to control
access to and distribution of its technology, documentation and other
proprietary information. Despite these precautions, it may be possible for a
third party to copy or otherwise obtain and use the Company's proprietary
information without authorization or to develop similar technology
independently.
(10) Regulation -- Government Regulation.
The Company plans on obtaining all required federal and state permits,
licenses. Therefore, the company will adhere to all government regulations and
ensure that its in compliance with government regulations.
It is the Company's responsibility to ensure all regulations are followed for
the various federal, state and locals laws that would affect the Company's
business. The Company is also subject to laws and regulation with respect to
minimum wage, overtime and other working conditions, discriminatory practices
and accommodations of persons with disabilities. There can be no assurance
that the Company's operations and profitability will not be subject to more
restrictive regulation or increased taxation by federal, state, or local
agencies.
(11) Impact of Environmental Laws
The Company is not aware of any federal, state or local environmental laws
which would effect is operations.
(12) Present Licensing Status
None -- Not Applicable.
14
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation
A. Management's Plan of Operation
1) In its initial operating period July 1, 1999 (date of inception) through
May 31, 2000, the Company incurred a net loss of $1,595 from operations. On
July 27, 1999, the Company issued 750,000 shares of its $.001 par value common
stock for cash of $1,500. It has yet to receive any revenues from operations.
An original stock offering was made pursuant to Nevada Revised Statues Chapter
90.490. This offering was made in reliance upon an exemption from the
registration provisions of Section 5 of the Securities Act of 1993, as amended,
pursuant to Regulation D, Rule 504, of the Act. Additionally, the Company sold
four hundred fifty thousand seven hundred fifty (450,750) shares of its common
stock in connection with a public offering at a price of $0.10 per share for
$45,075 in cash to approximately 52 shareholders. The offering was closed
January 31, 2000. A Form D, was filed with the Securities and Exchange
Commission on or about February 9, 2000. On March 28, 2000, the Company
issued 1,000,000 shares of its $.001 par value common stock at $0.10 per
share to a Company director for cash of $10,000. As of May 31, 2000, the
Company has two million two hundred thousand seven hundred fifty (2,200,750)
shares of its $0.001 par value common voting stock issued and outstanding
which are held by approximately fifty-four (54) shareholders of record,
including the company's founder. 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. It is, however, the intent of the Company to seek to raise additional
capital via a private placement offering pursuant to Regulation "D" Rule 505
or 506 or a private placement.
Business Translation Services, Inc. is a developmental stage company. The
Company plans to offer translation services of conventional documents and
software written in one language and translated into other language, and to
specialize in providing translators for face-to-face meetings.
(2) No engineering, management or similar report has been prepared or
provided for external use by the Company in connection with the offer of its
securities to the public.
(3) Management believes that the Company's future revenues and success
will be entirely dependent of its ability to develop a customer based, and
build awareness for its services in the translation industry.
(4) Management does not anticipate any significant changes in the number of
its employees over the next approximately twelve (12) months.
B. Segment Data
As of May 31, 2000, no sales revenue has been generated by the Company.
Accordingly, no table showing percentage breakdown of revenue by business
segment or product line is included.
Item 3. Description of Property
A. Description of Property
The Company's corporate headquarters are located at 500 N. Rainbow, Suite 300,
as Vegas, NV 89107. The Company is renting these offices on a month-to-
month basis.
Management believes that this is currently suitable as the main
administrative office and research facilities for the next twenty-four
(24) months. The Company does not have any additional facilities, and there
are currently no proposed programs for the renovation, improvement or
development of the properties currently being leased by the Company.
15
<PAGE>
B. Investment Policies
Management of the Company does not currently have policies regarding the
acquisition or sale of assets primarily for possible gain or primarily for
income. The Company does not presently hold any investments or interests in
real estate, investments in real estate mortgages or securities of or
interests in persons primarily engaged in real estate activities.
Item 4. Security Ownership of Management and Others and Certain Security
Holders
A. Security Ownership of Management and Certain Beneficial Owners
The following table sets forth information concerning stock ownership of
(i) each director, (ii) each executive officer, (iii) the directors and
officers of the Company as a group, (iv) and each person known by the
Company to own beneficially more than five percent (5%) of the Common Stock.
<TABLE>
<CAPTION>
Amount
Title Name and Address of shares Percent
of of Beneficial Date held by of
Class Owner of Shares Position Purchased Owner Class
------ ---------------- --------- --------- ------- -------
<S> <C> <C> <C> <C> <C>
Common David Benedetti(1) Chairman/CEO 01/31/00 7,500 0.003%
Common Ed DeStefano(2) Secretary 07/27/99 650,000 29.53%
Common Angela Arnone(3) None 03/28/00 1,000,000 45.43%
------------------------------------------------------------------------
Directors & Officers 1,657,500 74.96%
and Directors as a Group (2 Persons)
</TABLE>
(1) c/o Business Translation Services, Inc., 7149 E. Navarro Avenue,
Mesa, AZ 85208.
(2) 195 W. Central Avenue, #236, Brea, California 92621.
(3) 9604 Royal Lamb Drive, Las Vegas, Nevada 89145.
B. Persons Sharing Ownership of Control of Shares
No person other than Ed DeStefano and Angela Arnone own or shares the
power to vote ten percent (10%) or more of the Company's securities.
C. Non-voting Securities and Principal Holders Thereof
The Company has not issued any non-voting securities.
D. Options, Warrants and Rights
There are no options, warrants or rights to purchase securities of the
Company.
E. Parents of the Issuer
Under the definition of parent, as including any person or business entity
who controls substantially all (more than 80%) of the issuers of common
stock, the Company has no parents.
16
<PAGE>
Item 5. Directors, Executive Officers and Significant Employees
A. Directors, Executive Officers and Significant Employees
The names, ages and positions of the Company's directors and executive
officers are as follows:
<TABLE>
<CAPTION>
Name Age Position
---------- ---- -----------------------------------------------------------
<S> <C> <C>
David Benedetti 45 President, Chief Executive Officer, Chief Financial
Officer and Director
Ed DeStefano 65 Secretary and Director
</TABLE>
The Company maintains employment agreements with Mr. Benedetti, the
material provisions of these agreements includes:
a) Term. May 1, 2000 to April 30, 2000, and shall continue on a
Year-to-year basis unless terminated by the Company.
b) Compensation. $6,000 per year.
c) Duties. Employee shall perform all necessary duties associated with
their jobs.
d) Best Efforts. Employee shall devote best efforts to the business to
the reasonable satisfaction of the Company.
e) Expenses. Employee is authorized to incur reasonable expenses for
furthering the Company's business.
f) Termination. 1) Agreement can be terminated for cause; 2) Company
may terminate without cause by giving 90 days written notice;
3) Employee may terminate without cause by giving 90 days written notice.
g) Confidentiality. The Employee shall not divulge to others any
information they may obtain during the course of their employment
related to the business of the Company without first obtaining written
permission of the Company.
h) Assignment of Agreement. No party may assign or otherwise transfer this
Agreement or any of its rights or obligation hereunder without the prior
written consent to such assignment or transfer by the other party hereto;
and, all the provisions of this Agreement shall be binding upon the
respective employees, delegates, successors, heirs and assigns of the
parties.
For further information concerning Employment Contracts, see Exhibit 10 I ,
in this filing entitled Material Contract--Employment Contract.
The Employees plan to spend the necessary time to further the business of
Business Translation Services, Inc. (Mr. Benedetti, plans to devote
approximately five hours per week or as required and Mr. DeStefano plans to
devote approximately eight hours weekly or as required). Neither of these
Officers have any experience in managing a company which specializes
in translation services, such as Business Translation Services, Inc.
16
<PAGE>
B. Family Relationships
None - Not Applicable
C. Work Experience
The company is managed and led by David Benedetti, who has been an educator
for a number of years. His work history is as follows:
2000-Present, President, Business Translation Services, Inc.
1996-Present, Educator, Gilbert School District, Gilbert, Arizona
1995-1996, Educator, Apache Junction School District, Apache Junction, AZ.
1994-1995, Educator, Jordon School District, Sandy, Utah
1990-1994, Manager, Ocean Pool Service, Scottsdale, AZ
1984-1990, Consulting Executive placement, McCormick Group, Scottsdale, AZ.
1976-1984, Assembly Line, General Motors Corporation, Lockport, NY.
Education: Lockport Senior High, Lockport, NY (1974)
Arizona State University, BAE Degree (1992)
Ed DeStefano, Corporate Secretary for Business Translation Services, Inc.
1952-1953, Intern, Gibbs & Cox, Manhattan, NY (Ship Builders)
1954-1955, U.S. Army, United States of America.
1956-1957, Sales of Bread and Cake, Dugan Brothers, Flushing, NY.
1958-1965, Supervisor, Julian Freich, Wholesaler Meat, Long Island City, NY.
1965-1978, Owner, Town and County Provisions, Wholesale Meat Distributor,
Mineola, Long Island, NY
1979-1983, General Sales Manager, AL Piano Datson, Westlake, California.
1984-1988, General Manager, Taft Electric, Telephone Communications, Ventura,
California
1989-1994, Owner, Wholesale Cellular Distributorship, Gardinia, California.
1995-1998, General Manager, All State Cellular, San Diego, California
1999-Present, President, Wireless Wizard, Las Vegas, Nevada
1999-Present, Loan Representative, First Mortgage Corporation, Diamond Bar,
California
D. Involvement on Certain Material Legal Proceedings During the Last Five
Years.
(1) No director, officer, significant employee or consultant has been
convicted in a criminal proceeding, exclusive of traffic violations.
(2) No bankruptcy petitions have been filed by or against any business or
property of the Company.
(3) No director, officer, significant employee or consultant has been
permanently or temporarily enjoined, barred, suspended or otherwise limited
from involvement in any type of business, securities or banking activities.
17
<PAGE>
(4) No director, officer or significant employee has been convicted of
violating a federal or state securities or commodities law.
(5) The directors serve for a term of one year, as stated in the Company's
By-laws, the directors are elected at the annual meeting of the stockholders
which shall be held on the first Monday in August.
Item 6. Remuneration of Directors and Executive Officers
A. Remuneration of Directors and Executive Officers
(1) Compensation of Executive Officers
<TABLE>
<CAPTION>
Compensation of Executive Officer
Name Title Salary Bonus Common Stock
--------------------------------------------------------------------------
<S> <C> <C> <C> <C>
David Benedetti President/CEO $6,000(1)(2) None None
Ed DeStefano Sec/Director None(1)(2) None None
All Executive Officers as a Group (2 persons)
(1) Due to the development stage nature of the Company, the Company's lack of
revenues, and the Company's limited financial resources, the Company is paying
its President a minimal salary. The Corporate Secretary has agreed not to
take any salary until the Company becomes profitable. Additionally, there are
no preliminary agreements or understandings with respect to payments to
officers and directors in the future.
(2) Compensation of Directors
There were no arrangements pursuant to which any director of the Company was
compensated for the period from July 1, 1999 to May 31, 2000 for
any service provided as a director. In addition, no such arrangement is
contemplated for the foreseeable future as the Company's only directors are
its current executive officers.
Item 7. Interest of Management and Others in Certain Transactions
By Corporate Resolution, the Company hired the professional services of G. Brad
Beckstead, Certified Public Accountant, to perform audited financials for the
Company. Mr. Beckstead owns no stock in the Company. The company has no
formal contracts with its accountant, he is paid on a fee for service basis.
The officers and directors of the Company and may in the future become
shareholders, officers or directors of other companies which may be engaged
in business activities similar to those conducted by the Company.
Accordingly, additional direct conflicts of interest may arise in the future
with respect to such individuals acting on behalf of the Company or other
entities. Moreover, additional conflicts of interest may arise with respect to
opportunities which come to the attention of such individuals in the
performance of their duties or otherwise. The Company does not currently have
a right of first refusal pertaining to opportunities that come to management's
attention insofar as such opportunities may relate to the Company's proposed
business operations.
The officers and directors are, so long as they are officers or directors of
the Company, subject to the restriction that all opportunities contemplated
by the Company's plan of operation which come to their attention, either
in the performance of their duties or in any other manner, will be
considered opportunities of, and be made available to the Company and the
companies that they are affiliated with on an equal basis. A breach of this
requirement will be a breach of the fiduciary duties of the officer or
director. If the Company or the companies in which the officers and directors
are affiliated with both desire to take advantage of an opportunity, then said
officers and directors would abstain from negotiating and voting upon the
opportunity. However, all directors may still individually take advantage of
opportunities if the Company should decline to do so. Except as set forth
above, the Company has not adopted any other conflict of interest policy with
respect to such transactions.
Because of the development stage nature of the Company and its relatively
recent inception, July 1, 1999, the Company has no other relationships
or transactions.
18
<PAGE>
Part II
Item 1. Market Price of and Dividends on the Registrant's Common Equity and
Other Stockholder Matters
A. Market Information
The Common Stock of the Company is currently not traded on the OTC Bulletin
Board or any other formal or national securities exchange. There is no
trading market for the Company's Common Stock at present and there has been
no trading market to date. At this time, management has not undertaken any
discussions, preliminary or otherwise, with any prospective market maker
concerning the participation of such market maker in the after market for
the Company's securities, but the Company may initiate such discussions in
the future following receipt of an effective date for this Registration
Statement. Being a start-up company, there is no fiscal history to disclose.
There is currently no Common stock which is subject to outstanding options
or warrants to purchase, or securities convertible into, the Company's common
stock. Additionally, there is currently no common stock of the Company which
could be sold under Rule 144 under the Securities Act of 1933, as amended, or
that the registrant has agreed to register for sale by security holders.
Also, there is currently no common equity that is being or is proposed to be
publicly offered by the registrant, the offering of which could have a
material effect on the market price of the issuer's common equity.
B. Dividends
The Company has never paid or declared any dividend on its Common Stock and
does not anticipate paying cash dividends in the foreseeable future.
C. Holders
As of May 31, 2000, the Company has approximately 54 stockholders of
record. Broker-dealer practices in connection with transactions in "Penny
Stocks" are regulated by certain penny stock rules adopted by the Securities
and Exchange Commission. Penny stocks generally are equity securities with
a price of less than $5.00 (other than securities registered on certain
national securities exchanges or quoted on the NASDAQ system). The penny
stock rules require a broker-dealer, prior to a transaction in a penny stock
not otherwise exempt from the rules, to deliver a standardized risk
disclosure document that provides information about penny stocks and the
risk associated with the penny stock market. The broker-dealer must also
provide the customer with current bid and offer quotations for the penny
stock, the compensation of the broker-dealer and its salesperson in the
transaction, and monthly account statements showing the market value of each
penny stock held in the customer's account. In addition, the penny stock
rules generally require that prior to a transaction in a penny stock, the
broker-dealer must make a written determination that the penny stock is a
suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction. These disclosure requirements may have the
effect of reducing the level of trading activity in the secondary market for
a stock that becomes subject to the penny stock rules. When the Registration
Statement becomes effective and the Company's securities become registered,
the stock will likely have a trading price of less than $5.00 per share and
will not be traded on any exchanges. Therefore, the Company's stock will
become subject to the penny stock rules and investors may find it more
difficult to sell their securities, should they desire to do so.
19
<PAGE>
D. Reports to Shareholders
The Company intends to furnish its shareholders with annual reports
containing audited financial statements and such other periodic reports as
the Company may determine to be appropriate or as may be required by law.
Upon the effectiveness of this Registration Statement, the Company will be
required to comply with periodic reporting, proxy solicitation and certain
other requirements by the Securities Exchange Act of 1934.
E. Transfer Agent and Registrar
The Transfer Agent for the shares of common voting stock of the Company
is: Shelley Godfrey, Pacific Stock Transfer Company, 5844 S. Pecos, Suite D,
Las Vegas, Nevada 89120, (702)-361-3033.
Item 2. Legal Proceedings
The Company is not currently involved in any legal proceedings nor does it
have knowledge of any threatened litigation.
Item 3. Recent Sale of Unregistered Securities
On July 27, 1999, the Company issued 750,000 shares of its $.001 par value
common stock for cash of $1,500. An original stock offering was made pursuant
to Nevada Revised Statues Chapter 90.490. This offering was made in reliance
upon an exemption from the registration provisions of Section 5 of the
Securities Act of 1993, as amended, pursuant to Regulation D, Rule 504, of the
Act. Additionally, the Company sold four hundred fifty thousand seven hundred
fifty (450,750) shares of its common stock in connection with a public
offering at a price of $0.10 per share for $45,075 in cash to approximately 52
shareholders. The offering was closed January 31, 2000. A Form D, was filed
with the Securities and Exchange Commission on or about February 9, 2000.
On March 28, 2000, the Company issued 1,000,000 shares of its $.001 par value
common stock at $0.10 per share for cash of $10,000. As of May 31, 2000, the
Company has two million two hundred thousand seven hundred fifty (2,200,750)
shares of its $0.001 par value common voting stock issued and outstanding which
are held by approximately fifty-four (54) shareholders of record, including the
company's founder.
Item 4. Description of Securities
A. Common Stock
(1) Description of Rights and Liabilities of Common Stockholders
i. Dividend Rights - The holders of outstanding shares of common stock are
entitled to receive dividends out of assets legally available therefore at
such times and in such amounts as the Board of Directors of the Company may
from time to time determine.
ii. Voting Rights - Each holder of the Company's common stock are entitled
to one vote for each share held of record on all matters submitted to the
vote of stockholders, including the election of directors. All voting is
noncumulative, which means that the holder of fifty percent (50%) of the
shares voting for the election of the directors can elect all the directors.
The board of directors may issue shares for consideration of previously
authorized but unissued common stock without future stockholder action.
iii. Liquidation Rights - Upon liquidation, the holders of the common stock
are entitled to receive pro-rata all of the assets of the Company available
for distribution to such holders.
20
<PAGE>
iv. Preemptive Rights - Holders of common stock are not entitled to
preemptive rights.
v. Conversion Rights - No shares of common stock are currently subject to
outstanding options, warrants, or other convertible securities.
vi. Redemption rights - no redemption rights exist for shares of common
stock.
vii. Sinking Fund Provisions - No sinking fund provisions exist.
viii. Further Liability For Calls - No shares of common stock are subject to
further call or assessment by the issuer. The Company has not issued stock
options as of the date of this registration statement.
(2) Potential Liabilities of Common Stockholders to State and Local Authorities
No material potential liabilities are anticipated to be imposed on
stockholders under state statues. Certain Nevada regulations, however,
require regulation of beneficial owners of more than 5% of the voting
securities. Stockholders that fall into this category, therefore, may be
subject to fines in circumstances where non-compliance with these
regulations are established.
(b) Debt Securities
The Company is not registering any debt securities, nor are any outstanding.
(c) Other Securities To Be Registered
The Company is not registering any security other than its common stock.
Item 5. Indemnification of Directors and Officers
THE ARTICLES OF INCORPORATION OF THE COMPANY PROVIDE FOR INDEMNIFICATION OF
EMPLOYEES AND OFFICERS IN CERTAIN CASES. INSOFAR AS INDEMNIFICATION FOR
LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933 MAY BE PERMITTED TO
DIRECTORS, OFFICERS OR PERSONS CONTROLLING THE COMPANY PURSUANT TO THE
FOREGOING PROVISIONS, THE COMPANY HAS BEEN INFORMED THAT IN THE OPINION OF
THE SECURTIES AND EXCHANGE COMMISSION SUCH NDEMNIFICATION IS AGAINST PUBLIC
POLICY AS EXPRESSED IN THE ACT AND IS THEREFORE UNENFORCEABLE.
The Bylaws of the Company provide for indemnification of its directors,
officers and employees as follows:
Every director, officer, or employee of the Corporation shall be
indemnified by the Corporation against all expenses and liabilities, including
counsel fees, reasonably incurred by or imposed upon him/her in connection with
any proceeding to which he/she may be made a party, or in which he/she may
become involved, by reason of being or having been a director, officer,
employee or agent of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of the Corporation,
partnership, joint venture, trust or enterprise, or any settlement thereof,
whether or not he/she is a director, officer, employee or agent at the time
such expenses are incurred, except in such cases wherein the director, officer,
employee or agent is adjudged guilty of willful misfeasance or malfeasance in
the performance of his/her duties; provided that in the event of a settlement
the indemnification herein shall apply only when the Board of Directors
approves such settlement and reimbursement as being for the best interests of
the Corporation.
21
<PAGE>
The Bylaws of the Company further states that the Company shall provide to
any person who is or was a director, officer, employee or agent of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of the corporation, partnership, joint
venture, trust or enterprise, the indemnity against expenses of a suit,
litigation or other proceedings which is specifically permissible under
applicable Nevada law. The Board of Directors may, in its discretion, direct
the purchase of liability insurance by way of implementing the provisions of
this Article. However, the Company has yet to purchase any such insurance and
has no plans to do so.
Article 7 of the Articles of Incorporation states: "Every person who was or is
a party to, or is threatened to be made a party to, or is involved in any such
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by the reason of the fact that he or she or a person with whom he
or she is a legal representative, is or was a director of the Corporation, or
who is serving at the request of the Corporation as a director or officer of
another corporation, or is a representative in a partnership, joint venture,
trust or other enterprise, shall be indemnified and held harmless to the fullest
extent legally permissible under the laws of the State of Nevada from time to
time against all expenses, liability and loss (including attorneys' fees,
judgments, fines, and amounts paid or to be paid in a settlement) reasonably
incurred or suffered by him or her in connection therewith. Such right of
indemnification shall be contract right which may be enforced in any manner
desired by such person. The expenses of officers and directors incurred in
defending a civil suit or proceeding must be paid by the Corporation as
incurred and in advance of the final disposition of the action, suit, or
proceeding, under receipt of an undertaking by or on behalf of the director
or officer to repay the amount if it is ultimately determined by a court of
competent jurisdiction that he or she is not entitled to be indemnified by
the Corporation. Such right of indemnification shall not be exclusive of any
other right of such directors, officers or representatives may have or
hereafter acquire, and without limiting the generality of such statement,
they shall be entitled to their respective rights of indemnification under
any bylaw, agreement, vote of stockholders, provision of law, or otherwise,
as well as their rights under this article. Without limiting the application
of the foregoing, the Board of Directors may adopt By-Laws from time to time
without respect to indemnification, to provide at all times the fullest
indemnification permitted by the laws of the State of Nevada, and may cause the
Corporation to purchased or maintain insurance on behalf of any person who is
or was a director or officer."
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
22
<PAGE>
Part F/S
Item 1. Financial Statements
The following documents are filed as part of this report:
a) Business Translation Services, Inc.
Page
</TABLE>
<TABLE>
<S> <C>
Financial Statements
Report of G. Brad Beckstead, CPA F-1
Balance Sheet as of May 31, 2000 F-2
Statement of Operations for the period from
July 1, 1999 through May 31, 2000 F-3
Statement of Stockholder's Equity for the period from
July 1, 1999 through May 31, 2000 F-4
Statement of Cash Flows for the period from
July 1, 1999 through May 31, 2000 F-5
Notes to Financial Statements F-6
</TABLE>
b) Interim Financial Statements are not provided at this time as they are
not applicable at this time
c) Financial Statements of Businesses Acquired or to be acquired are not
provided at this time as they are not applicable at this time.
d) Proforma Financial Information is not provided at this time as it is not
applicable at this time.
Item 2. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure
None--Not Applicable
23
<PAGE>
Business Translation Services, Inc.
(A Development Stage Company)
FINANCIAL STATEMENTS
May 31, 2000
Business Translation Services, Inc.
(A Development Stage Company)
Balance Sheet
as of
May 31, 2000
and
Statements of Income,
Stockholders' Equity, and
Cash Flows
for the period
July 1, 1999 (Inception)
To May 31, 2000
<PAGE>
24
<PAGE>
BUSINESS TRANSLATION SERVICES, INC.
TABLE OF CONTENTS
<TABLE>
PAGE #
<S> <C>
FINANCIAL STATEMENTSS
INDEPENDENT AUDITORS REPORT F-1
BALANCE SHEET F-2
STATEMENT OF OPERATIONS F-3
STATEMENT OF STOCKHOLDERS' EQUITY F-4
STATEMENT OF CASH FLOWS F-5
NOTES TO FINANCIAL STATEMENTS F-6-7
</TABLE>
25
<PAGE>
G. BRAD BECKSTEAD
Certified Public Accountant
330 E. Warm Springs
Las Vegas, NV 89119
702.528.1984
425.928.2877 (efax)
INDEPENDENT AUDITOR'S REPORT
June 6, 2000
Board of Directors
Business Translation Services, Inc.
Las Vegas, NV
I have audited the Balance Sheet of Business Translation Services,
Inc.(the "Company") (A Development Stage Company), as of May 31,
2000, and the related Statements of Operations, Stockholders' Equity,
and Cash Flows for the period July 1, 1999 (Date of Inception) to
May 31, 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 I plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statement presentation. 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 Business
Translation Services, Inc., (A Development Stage Company), as of May 31,
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 had limited operations and
have not commenced planned principal operations. This raises
substantial doubt about its ability to continue as a going concern.
Management's plan in regard to these matters are also described in
Note 5. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
/s/ G. Brad Beckstead
G. Brad Beckstead, CPA
F-1
<PAGE>
Business Translation Services, Inc.
(A Development Stage Company)
Balance Sheet
May 31
<TABLE>
<CAPTION>
BALANCE SHEET
<S> <C>
ASSETS 2000
---------
Cash and equivalents $ 54,980
---------
Total Assets $ 54,980
========
Liabilities and Stockholders' Equity
Common stock, $0.001 par value,
25,000,000 shares authorized;
2,200,750 shares issued and
outstanding at 3/31/00 2,201
Additional paid-in capital 54,374
Deficit accumulated during development stage (1,595)
--------
Total Stockholders' Equity 54,980
--------
Total Liabilities and Stockholders' Equity $ 54,980
========
</TABLE>
See accompanying "Independent Auditor's Report"
F-2
<PAGE>
Business Translation Services, Inc.
(A Development Stage Company)
Income Statement
For the period
July 1, 1999 (Date of Inception) to
May 31, 2000
July 1, 1999
(Inception) to
May 31, 2000
<TABLE>
<CAPTION>
INCOME STATEMENT
<S> <C>
Revenue $ -0-
General and administrative expenses (1,595)
__________
Net loss $ (1,595)
==========
Weighted average number of
common shares outstanding 2,200,750
Net loss per share $ -0-
==========
</TABLE>
See accompanying "Independent Auditor's Report"
F-3
<PAGE>
Business Translation Services, Inc.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity
For the period
July 1, 1999 (Date of Inception)
to May 31, 2000
<TABLE>
<CAPTION>
CHANGES IN STOCKHOLDERS' EQUITY
Deficit
Accumulated
Common Stock Additional During Total
Paid-in Development Stockholders'
Shares Amount Capital Stage Equity
----------------------------------------------------------
<S> <C> <C> <C> <C> <C>
July 27, 1999
Issued for cash 750,000 750 750 1,500
January 31, 2000
Issued for cash
pursuant to Reg. D,
Rule 504 offering 450,750 451 44,624 45,075
March 28, 2000
Issued to
director
for cash 1,000,000 1,000 9,000 10,000
Net Loss,
July 1, 1999
(inception) to
May 31, 2000 (1,595) (1,595)
_______________________________________________________
Balance as of
May 31, 2000 2,200,750 $2,201 $54,374 $(1,595) $54,980
========= ====== ======= ======== =======
</TABLE>
See accompanying "Independent Auditor's Report"
F-4
<PAGE>
Business Translation Services, Inc.
(A Development Stage Company)
Statement of Cash Flows
For the period
July 1, 1999 (Date of Inception)
to May 31, 2000
<TABLE>
<CAPTION>
STATEMENT OF CASH FLOWS
CASH FLOWS USED BY OPERATING ACTIVITIES
<S> <C>
Net loss (1,595)
_______
Net cash used by operating activities (1,595)
_______
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash used by investing activities -0-
_______
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of capital stock 2,201
Additional paid-in capital 54,374
______
Net cash provided by financing activities 56,375
______
Beginning cash and equivalents -0-
______
Ending cash and equivalents 54,980
======
NON-CASH TRANSACTIONS
Interest expense -0-
Income taxes -0-
</TABLE>
See accompanying "Independent Auditor's Report"
F-5
<PAGE>
Business Translation Services, Inc.
(A Development Stage Company)
Footnotes
Note 1 - History and organization of the company
The Company was organized July 1, 1999 (Date of Inception) under the
laws of the State of Nevada. The Company has no operations and in
accordance with SFAS #7, the Company is considered a development stage
company. The Company is authorized to issue 25,000,000 shares of
$0.001 par value common stock.
Note 2 - Summary of significant accounting policies
Accounting policies and procedures have not been determined except as
follows:
1. The Company uses the accrual method of accounting.
2. 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
significantly from those estimates.
3. The Company maintains 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. $30,000 has been deposited to a Money Market Account,
and is considered a cash equivalent as of May 31, 2000.
4. Earnings per share (EPS) is computed using the weighted average
number of shares of common stock outstanding during the period.
Diluted EPS is computed by dividing net income by the weighted average
shares outstanding, assuming all dilutive potential common shares were
issued. Since the Company has no common shares that are potentially
issuable, such as stock options, convertible preferred stock and
warrants, basic and diluted EPS are the same. The Company had no
dilutive common stock equivalents such as stock options as of March
31, 2000.
5. The Company has not yet adopted any policy regarding payment of
dividends. No dividends have been paid since inception.
6. The Company will review its need for a provision for federal income
tax after each operating quarter and each period for which a statement
of operations is issued.
7. The Company has adopted December 31 as its fiscal year end.
Note 3 - Income taxes
Income taxes are provided for using the liability method of accounting
in accordance with Statement of Financial Accounting Standards No. 109
(SFAS #109) "Accounting for Income Taxes". A deferred tax asset or
liability is recorded for all temporary differences between financial
and tax reporting. Deferred tax expenses (benefit) results from the
net change during the year of deferred tax assets and liabilities.
There is no provision for income taxes for the year ended March 31,
2000, due to the net loss and no state income tax in Nevada.
F-6
<PAGE>
Business Translation Services, Inc.
(A Development Stage Company)
Footnotes
Note 4 - Stockholders' Equity
The Company is authorized to issue 25,000,000 shares of its $0.001 par
value common stock.
On July 27, 1999, the Company issued 750,000 shares of its $.001 par
value common stock for cash of $1,500. Of the total amount, $750 is
considered common stock, and $750 is considered additional paid-in
capital.
On January 31, 2000, the Company issued 450,750 shares of its $.001 par
value common stock at $0.10 per share, pursuant to a SEC Regulation D,
Rule 504 offering, for cash of $45,075. Of the total amount, $451 is
considered common stock, and $44,624 is considered additional paid-in
capital.
On March 28, 2000, the Company issued 1,000,000 shares of its $.001 par
value common stock at $0.10 per share to a Company director for cash
of $10,000. Of the total amount, $1,000 is considered common stock,
and $9,000 is considered additional paid-in capital.
There have been no other issuances of common or preferred stock.
Note 5 - Going concern
The Company's financial statements are prepared using the generally
accepted accounting principles applicable to a going concern, which
contemplates the realization of assets and liquidation of liabilities
in the normal course of business. However, the Company has not
commenced its planned principal operations. Without realization of
additional capital, it would be unlikely for the Company to continue
as a going concern.
Note 6 - Related party transactions
The Company does not lease or rent any property. Office services are
provided without charge by a director. 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.
Note 7 - Warrants and options
There are no warrants or options outstanding to acquire any additional
shares of common stock.
Note 7 - Year 2000 issue
The Year 2000 issue arises because many computerized systems use two
digits rather than four to identify a year. Date-sensitive systems
may recognize the year 2000 as 1900 or some other date, resulting in
errors when information using year 2000 dates is processed. In
addition, similar problems may arise in systems which use certain
dates in 1999 to represent something other than a date. The effects of
the Year 2000 issue may be experienced before, on, or after January 1,
2000, and if not addressed, the impact on operations and financial
reporting may range from minor errors to significant system failure
which could affect an entity's ability to conduct normal business
operations. It is not possible to be certain that all aspects of the
Year 2000 issue affecting the entity, including those related to the
efforts of customers, suppliers, or other third parties will be fully
resolved.
F-7
<PAGE>
Part III
Item 1. Index to Exhibits (Pursuant to Item 601 of Regulation SB)
Exhibit Number Name and/or Identification of Exhibit
1. Underwritten agreement
None. Not Applicable
2. Plan of Acquisition, Reorganization, Arrangement, Liquidation, or
Succession.
None. Not Applicable
b) Asset Purchase and Liability Assumption Agreement
None. Not Applicable
c) Interest Purchase Agreement
None. Not Applicable
d) Agreement for Bill of Sale and Assignment of Assets
None. Not Applicable
e) Exchange Stock Agreement
None. Not Applicable
3. Articles of Incorporation & By-Laws
3.1 Articles of Incorporation of the Company filed July 1, 1999
3.2 Certificate of Amendment to Articles of Incorporation filed July 26,
1999
3.3 By-Laws of the Company adopted July 28, 1999
4. Instruments Defining the Rights of Security Holders
4.1 Sample of Stock Certificate
5. Opinion on Legality
None. Not Applicable
6. No Exhibit Required
Not Applicable
7. Opinion on Liquidation Preference
None. Not Applicable
8. Opinion on Tax Matters
None. Not Applicable
9. Voting Trust Agreement and Amendments
None. Not Applicable
10. Material Contracts
10.1 Employment Agreement with: David Benedetti
26
<PAGE>
11. Statement Re Computation of Per Share Earnings
None. Not Applicable. Computation of per share earnings can be
clearly determined from the Statement of Operation from the Company's
financial statements.
12. No Exhibit Required
13. Annual or Quarterly Reports - Form 10-Q
None. Not Applicable
14. Material Foreign Patents
None. Not Applicable
15. Letters on Unaudited Interim Financial Information
None. Not Applicable
16. Letter on Change in Certifying Accountant
None. Not Applicable
17. Letter of Director Resignation
None. Not Applicable
18. Letter on Change in Accounting Principles
None. Not Applicable
19. Reports Furnished to Security Holders
None. Not Applicable
20. Other Documents or Statements to Security Holders
None. Not Applicable
21. Subsidiaries of Small Business Issuers
None. Not Applicable
27
<PAGE>
22. Published Report Regarding Matters Submitted to Vote of
None. Not Applicable
23. Consent of Experts and Counsel
Exhibit 23.1, G. Brad Beckstead, CPA
24. Power of Attorney
None. Not Applicable
25. Statement of Eligibility of Trustee
None. Not Applicable
26. Invitations for Competitive Bids
None. Not Applicable
27. Financial Data Schedule
Exhibit 27.1
28. Information from Reports Furnished to State Insurance Regulatory
Authorities
None. Not Applicable
99. Additional Exhibits
a) State of Nevada Public Offering Registration Documentation
(i) Notice of Effectiveness, dated October 13, 1999.
28
<PAGE>
SIGNATURES
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.
Business Translation Services, Inc.
------------------------------------
(Registrant)
Date: June 15, 2000
By: /s/ David Benedetti
-----------------------
David Benedetti
Chairman of the Board, President, Chief Executive Officer, and CFO
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.
Business Translation Services, Inc.
------------------------------------
(Registrant)
Date: June 15, 2000
By: /s/ Ed DeStefano
-----------------------
Ed DeStefano
Corporate Secretary
29
<PAGE>
