<PAGE>2
As filed with the Securities and Exchange Commission on Mar 18, 2000
Commission File Number
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT
Under The Securities Act of 1933
Village II Acquisition Corporation
Florida 65-0965501
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdictions Classification Code Number) Identification number)
of incorporation
or organization
580 Village Boulevard, Suite 140
West Palm Beach, FL 33409
Telephone: (561) 689-1611
(Address and telephone number of registrant's principal executive
offices and principal place of business.)
Jack Augsback
580 Village Boulevard, Suite 140
West Palm Beach, FL 33409
(561) 689-1611
(Name, address and telephone number of agent for service.)
with copies to:
Jody M. Walker
Attorney At Law
7841 South Garfield Way
Littleton, Colorado 80122
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box: | x |
<TABLE>
CALCULATION OF REGISTRATION FEE
Title of each Proposed Proposed Amount of
class of Amount to be offering aggregate registration
securities registered price offering price fee
<S> <C> <C> <C> <C>
common stock
$.001 par value 5,000,000 $ .20 $1,000,000 $ 278.00
common stock(1) 855,500 $ .20 $171,100 $ 47.57
5,855,000 $1,171,000 $ 325.57
</TABLE>
(1)Represents common stock being registered on behalf of Selling
Security Holders.
The registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states
that this registration statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until the
registration statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
<PAGE>3
Preliminary Prospectus Dated March 18, 2000
SUBJECT TO COMPLETION
5,000,000 common shares
$.20 per common share
855,500 common shares on behalf of selling security holders
VILLAGE II ACQUISITION CORPORATION
The Offering
Per Share Total
Public Price $.20 $1,000,000*
Proceeds to Village $.20 $1,000,000*
*If the Offering is conducted through a National Association of
Securities Dealers, Inc. member firm, standard NASD commissions will be
paid.
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.
Our employees, officers and directors are offering the common shares on
a best efforts basis.
We will not receive any cash or other proceeds in connection with the
subsequent sale by selling security holders.
Each selling security holder may be deemed to be an underwriter under
the Securities Act of 1933.
Consider carefully the risk factors beginning on page 10 in this
prospectus.
Neither the SEC nor any state securities commission has approved these
common shares or determined that this prospectus is accurate or
complete. Any representation to the contrary is a criminal offense.
The information in this prospectus is not complete and may be changed.
We may not sell these securities until the registration statement filed
with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any state where the
offer or sale is not permitted.
The date of the prospectus is March 18, 2000.
<PAGE>4
<TABLE>
TABLE OF CONTENTS
<S> <C>
PROSPECTUS SUMMARY 5
RISK FACTORS 5
SELLING SECURITY HOLDERS 7
TERMS OF THE OFFERING 8
USE OF PROCEEDS 10
DILUTION 10
VILLAGE 10
PLAN OF OPERATION 16
MANAGEMENT 16
PRINCIPAL SHAREHOLDERS 17
CERTAIN TRANSACTIONS 18
SHARES ELIGIBLE FOR FUTURE SALE 18
MARKET FOR REGISTRANT'S COMMON EQUITY 18
DESCRIPTION OF SECURITIES 19
INDEMNIFICATION 19
LEGAL MATTERS 19
LEGAL PROCEEDINGS 19
ADDITIONAL INFORMATION 20
EXPERTS 20
INTERESTS OF NAMED EXPERTS AND COUNSEL 20
FINANCIAL STATEMETNS 20
</TABLE>
<PAGE>5
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more detailed
information, financial statements and notes to the financial statements
including the notes thereto appearing elsewhere in this prospectus.
Village Our executive offices are located at 580 Village
Boulevard, Suite 140, West Palm Beach, Florida
33409. These offices consist of 500
square feet, which are provided by one of our
officers for $100. Our telephone number is 561-
689-1611.
Corporate
Operations. We are a development stage company. Our business
shall be to seek to effect a merger, exchange of
capital stock asset acquisition or other similar
business combination with an operating or
development stage business.
We shall not engage in any substantive commercial
business immediately following this offering and
for an indefinite period of time following this
offering.
Rule 419
Offering We are a blank check issuer (a company that has no
specific business plan or has indicated that their
plan is to engage in a merger or acquisition with an
unidentified company).
SEC rules require that we deposit the net offering
proceeds into an escrow account until
- We execute an agreement for a acquisition.
We successfully get 80% of the investors of this
offering to notify us in writing to reconfirm
your investment, and
- An acquisition is consummated.
Financial
Constraints We current have only no working capital and will
require the successful sale of the shares in this
offering to implement our business plan.
Sales by Selling
Security Holders. We are registering common shares on behalf of
selling security holders in this prospectus. We will
not receive any cash or other proceeds in connection
with the subsequent sale. We are not selling any
common shares on behalf of selling security holders
and have no control or affect on these selling
security holders.
Market for
Common Stock We currently have no active trading market for our
securities. We cannot assure you that an active
trading and/or a liquid market will develop in our
securities.
Transfer Agent We shall act as our own transfer agent until we find
a merger or acquisition candidate.
RISK FACTORS
1. We have no operating history and will not pursue any operations
until we locate a merger or acquisition candidate.
Since our recent incorporation, we have been performing only
administrative operations to pursue this offering. To date, we have an
operating loss of ($550) for the period from inception to December 31,
1999.
<PAGE>6
2. We do not intend to make a market in our securities until we have
consummated a merger or acquisition. If our common stock has no
active trading market, you may not be able to sell your common shares
at all.
We do not have a public market for our common shares. Many states have
enacted statutes, rules and regulations limiting the sale of securities
of blank check companies in their jurisdictions. We do not intend to
undertake any efforts to cause a market to develop in our securities
until we consummate a merger or acquisition. We cannot assure you that
a public market will ever develop even if we successfully locate a
merger or acquisition candidate. Consequently, you may not be able to
liquidate your investment in the event of an emergency or for any other
reason.
3. If we cannot afford the cost of being a public company, we may not
remain current in our filings and you may not be able to trade your
stock.
Given our limited financial abilities, we may not be able to absorb the
costs of preparing and filing the necessary documents with the
Securities and Exchange Commission. If we attempt to remain current
in our filings, we may not be able to commence operations or achieve
profitability. We estimate that it would cost approximately $4,000 to
$5,000 per year in legal and accounting fees to comply under the '34
Act.
4. If we cannot find a suitable merger or acquisition candidate, we
may not be able to commence operations.
We have not entered into any current negotiations regarding an
acquisition or merger. Even if we locate a suitable candidate, we
may not be able to successfully commence operations due to the other
costs involved, such as costs involving filing a post effective
amendment, etc.
5. If a sufficient number of investors do not reconfirm their
investment, we will have to return your investment. You will probably
not receive all of your initial investment.
We cannot consummate a business combination with a target business
unless we can convince 80% of the investors in this offering to
reconfirm their investment. If an insufficient number of investors
reconfirm their investment, we will have to return the funds in escrow
to investors on a pro-rata basis. We will likely spend up to 10% of
the proceeds prior to that time and investors will receive only a
portion of the funds originally invested.
6. We have no funds and do not have full-time management that can
conduct a complete and exclusive investigation and analysis of any
target merger or acquisition candidate. We may not find a suitable
candidate.
It is impracticable to conduct a complete and exclusive investigation
and analysis of any target business with no funds. Our management
decisions will likely make decisions without detailed feasibility
studies, independent analysis or market surveys.
7. We do not meet the requirements for our stock to be quoted on
NASDAQ and the tradability in our stock will be limited under the penny
stock regulation.
If the trading price of our common stock is less than $5.00 per share,
trading in the common stock would also be subject to the requirements
of Rule 15g-9 under the Exchange Act. Under this rule, broker/dealers
who recommend low-priced securities to persons other than established
customers and accredited investors must satisfy special sales practice
requirements. The broker/dealer must make an individualized written
suitability determination for the purchaser and receive the purchaser's
written consent prior to the transaction.
SEC regulations also require additional disclosure in connection with
any trades involving a "penny stock", including the delivery, prior to
any penny stock transaction, of a disclosure schedule explaining the
penny stock market and its associated risks. Such requirements severely
limit the liquidity of the common stock in the secondary market because
few broker or dealers are likely to undertake such compliance
activities. Generally, the term penny stock refers to a stock with a
market price of less than $5.00 per share.
<PAGE>7
8. The selling shareholders may have liability because of their
status as underwriters.
Under the Securities Act of 1933, the selling security holders will be
considered to be underwriters of the offering. The selling security
holders may have civil liability under Section 11 and 12 of the
Securities Act for any omissions or misstatements in the registration
statement because of their status as underwriters.
SELLING SECURITY HOLDERS
Village shall register pursuant to this prospectus 855,500 common
shares currently outstanding for the account of the following
individuals or entities. The percentage owned prior to and after the
offering reflects all of the then outstanding common shares. The
amount and percentage owned after the offering assumes the sale of all
of the common shares being registered on behalf of the selling security
holders.
<TABLE>
<CAPTION>
Name Amount Total Number % Owned Number of % Owned
Being Owned Prior to Shares Owned After
Registered Currently offering After offering offering
<S> <C> <C> <C> <C> <C>
Jack Augsback 147,500 552,500(1) 64.56% 0 0%
Jo Ann Augsback 15,000 15,000 1.53% 0 0%
Tammy L. Augsback 5,000 5,000 .51% 0 0%
Authony Amrhein 5,000 5,000 .51% 0 0%
Timothy Augsback 5,000 5,000 .51% 0 0%
Terry L. Benavente 5,000 5,000 .51% 0 0%
Jack Augsback as custodian
For Javier C. Benavente 2,500 2,500 .26% 0 0%
Jack Augsback as custodian
Alexandria J. Benavente 2,500 2,500 .26% 0 0%
Jack Augsback as custodian
Jeremy J. Benavente 2,500 2,500 .26% 0 0%
Patricia A. Kelly 5,000 5,000 .51% 0 0%
Todd J. Amrhein 5,000 5,000 .51% 0 0%
Patrica A. Kelly as custodian
For Jeffrey Kely 1,000 1,000 .10% 0 0%
Patrica A. Kelly as custodian
For Alicia Kelly 1,000 1,000 .10% 0 0%
Edna Hockney 5,000 5,000 .51% 0 0%
Debra L. Shaw 5,000 5,000 .51% 0 0%
Debra L. Shaw as custodia
For Sara Shaw 1,000 1,000 .10% 0 0%
Charito Augsback 2,500 2,500 .26% 0 0%
Jack Augsback as custodian
For Donald Rodriguez 500 500 .05% 0 0%
Jack Augsback as custodian
Jennifer Ramos 500 500 .05% 0 0%
Jack Augsback as custodian
Theresa Augsback 500 500 .05% 0 0%
Jack Augsback as custodian
For James Augsback 500 500 .05% 0 0%
Janie Koch 2,500 2,500 .26% 0 0%
Jack Augsback & Co. Ltd. 150,000 150,000 15.31% 0 0%
Jack Augsback & Assoc., Inc. 245,000 245,000 25.00% 0 0%
Jody Walker, Esquire 25,000 25,000 2.55% 0 0%
Mark V. Stys 52,500 52,500 5.36% 0 0%
Carolyn Stys 15,000 15,000 1.53% 0 0%
Mark V. Stys as custodian for
J. Robert Stys 5,000 5,000 .51% 0 0%
Mark V. Stys as custodian for
Matthew R. Stys 5,000 5,000 .51% 0 0%
Mark V. Stys as custodian for
Michael V. Stys 5,000 5,000 .51% 0 0%
Cynthia Wilcox 500 500 .05% 0 0%
Michael Wilcox 500 500 .05% 0 0%
Cynthia Wilcox as custodian
For Sara Wilcox 500 500 .05% 0 0%
Cynthia Wilcox as custodian
For Lindsay Wilcox 500 500 .05% 0 0%
Michele O'Neill 500 500 .05% 0 0%
Michele O'Neill as custodian
For Nicholas O'Heill 500 500 .05% 0 0%
Glenn O'Neill 500 500 .05% 0 0%
Anna Stys 500 500 .05% 0 0%
Gerald Stys 500 500 .05% 0 0%
<PAGE>8
Jeff Stys 500 500 .05% 0 0%
Patricia Kachinsky 500 500 .05% 0 0%
Robert Kachinsky 500 500 .05% 0 0%
Amy Alessi 500 500 .05% 0 0%
Nick Alessi 500 500 .05% 0 0%
Beth O'Brien 500 500 .05% 0 0%
Kevin O'Brien 500 500 .05% 0 0%
Lisa Hickey 500 500 .05% 0 0%
Lisa Hichey as custodian
For Jake Hickey 500 500 .05% 0 0%
William Hickey 500 500 .05% 0 0%
Jean De Menton 10,000 10,000 1.02% 0 0%
BMJ Partners 10,000 10,000 1.02% 0 0%
JHS Associates, Inc. 20,000 20,000 2.04% 0 0%
Phillip Lewis 50,000 50,000 5.84% 0 0%
Beverly Lewis 10,000 10,000 1.02% 0 0%
Brandon Lewis 5,000 5,000 .58% 0 0%
Cheryl Lewis 5,000 5,000 .58% 0 0%
Cheryl Lewis as custodian
For Dillon Lewis 2,000 2,000 .23% 0 0%
Nancy Tomasetti 500 500 .05% 0 0%
Sandra Tomasetti 500 500 .05% 0 0%
Sandra Tomasetti as custodian
For Laura Gaston 250 250 .03% 0 0%
Laura Rabin Miller 500 500 .05% 0 0%
Laura Raybin Miller as custodian
For Adam Raybin 250 250 .03% 0 0%
Barbara Levine 250 250 .03% 0 0%
Ellen Mulcahy 500 500 .05% 0 0%
Robert Mulcahy 250 250 .03% 0 0%
Beth Mulcahy 250 250 .03% 0 0%
Laura Raybin Miller as custodian
For Raquel Grando 250 250 .03% 0 0%
Laura Raybin Miller as custodian
For Stacey Grando 250 250 .03% 0 0%
Matthew Pirinea 500 500 .05% 0 0%
John Bergonzi 250 250 .03% 0 0%
Gerald Bergonzi 250 250 .03% 0 0%
Geraldine Bergonzi 250 250 .03% 0 0%
Gerald Bergonzi as custodian
For Giancario Bergonzi 250 250 .03% 0 0%
Cheri C. Simon 5,000 5,000 .58% 0 0%
Terri A. Messner 5,000 5,000 .58% 0 0%
</TABLE>
TERMS OF THE OFFERING
Rights and Protections under Rule 419
Escrow of 90% of the proceeds of this offering
Upon completion of the offering, we shall place 90% of the net proceeds
in an escrow account and all securities to be issued in this offering
with , as escrow agent until the earlier of
- - We execute an agreement for a acquisition.
- - We successfully get 80% of the investors of this offering to
notify us in writing to reconfirm your investment, and
- - An acquisition is consummated.
Escrowed Funds not to be used for salaries or reimbursable expenses
The escrow agent will disburse any funds for the payment of salaries or
reimbursement of expenses incurred on our behalf by our officers and
directors. In no event will we be able to utilize the escrowed
funds other than for the purpose of the implementation of a business
combination.
Updating of this registration statement
Once we reach an agreement for an acquisition or merger, we will update
the registration statement with a post-effective amendment that
contains information about:
- the propose acquisition candidate(s) and its business including
audited financial statements
- results of this offering;
<PAGE>9
- use of proceeds disbursed from the escrow account, and
- terms of the reconfirmation offer
Reconfirmation offering
We must commence the reconfirmation offer 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:
- we will send the prospectus contained in the post-effective
amendment to each investor whose securities are held in the escrow
account.
- we must return the pro rata portion of the escrowed funds,
including any related interest or dividends, to any investor who does
not provide use with written notification of their reconfirmation
within 45 business days following the effective date. We will return
the funds to these investors within five business days by first class
mail or other equally prompt means;
- we can consummate the acquisition only if investors having
contributed 80% of the maximum offering proceeds elect to reconfirm
their investments; and
- we must return the escrowed funds to investors on a pro rata
basis within five business days by first class mail or other equally
prompt means if we do not consummate an acquisition within 18 months
from the date of this prospectus.
Plan of Distribution. Our officers and directors are selling the
common shares. We shall received no commission or other offering
renumeration. All officers and directors will participate in the
selling efforts. Those officers and directors are Mark Stys, Jack
<PAGE>9
Augsback and Carolyn Stys. Selected registered broker-dealers may
sell our stock. We shall pay them a 10% commission.
Pursuant to a written agreement, each of the officers, directors and
10% or more beneficial shareholders have agreed:
- not to actively negotiate for or otherwise consent to the
disposition of any portion of their common stock at a per share
price difference than that offered by us.
- Cause any of our securities to be sold by any officers,
directors, greater than 10% shareholders or persons who may be
deemed promoters, except as may otherwise be made in permitted
market transactions without giving all of our shareholders.
Additionally, we shall not borrow funds to be used directly or
indirectly to
- purchase any of the shares owned by our management, or
- make payments to our promoters, management or their affiliates
or associates.
No member of management, promoter or anyone acting at their direction
is expected to recommend, encourage or advise investors to open
brokerage accounts with any broker-dealer that is obtained to make a
market in our securities.
We will disseminate information regarding any broker-dealers that make
a market in our securities in the future, if any, to our shareholders
as part of ongoing communication.
Arbitrary determination of the offering price. We determined the
offering price of the common shares arbitrarily. The offer price has
no relationship to any traditional or established criteria of value.
Village IIs not selling any common shares on behalf of selling security
holders and has no control or affect on the common shares being
registered on behalf of these selling security holders.
Our common shares are not traded currently on the over-the-counter
market. The selling security holders may sell their common shares in
one or more transactions. These may include "block" transactions in
the over-the-counter market, if one develops, in negotiated
transactions or in a combination of such methods of sales, at fixed
prices which may be changed, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices or at
negotiated prices.
<PAGE>10
The selling security holders may effect such transactions by selling
the common shares directly to purchasers, or may sell to or through
agents, dealers or underwriters designated from time to time, and such
agents, dealers or underwriters may receive compensation in the form of
discounts, concessions or commissions from the selling security holders
and/or the purchaser(s) of the common shares for whom they may act as
agent or to whom they may sell as principals, or both.
The selling security holders and any agents, dealers or underwriters
that act in connection with the sale of the common shares might be
deemed to be underwriters within the meaning of Section 2(11) of the
Securities Act, and any discount or commission received by them and any
profit on the resale of the common shares as principal might be deemed
to be underwriting discounts or commissions under the Securities Act.
Village IIs not aware of any current or future plans, proposals,
arrangements or understandings by any selling security holders to
distribute their registered shares of common stock of Village to their
respective outstanding shareholders or partners.
Village IIs not aware of any plans, arrangements or understandings by
any selling security holders to sell their registered shares of common
stock to any particular individual(s) or to use such registered shares
to satisfy contractual obligations.
Village will receive no portion of the proceeds from the sale of the
common shares by the selling security holders and will bear all of the
costs relating to the registration of this offering (other than any
fees and expenses of counsel for the selling security holders). Any
commissions, discounts or other fees payable to a broker, dealer,
underwriter, agent or market maker in connection with the sale of any
of the common shares will be borne by the selling security holders.
Offering Period. This offering will terminate on or before
December 31, 2000.
USE OF PROCEEDS
We shall receive net proceeds of $900,000, after deducting commissions.
Expenses associated with this offering are expected to be approximately
$32,500.
Ninety percent of the net proceeds ($810,000) will be held in the
escrow account established under Rule 419. The proceeds not held in
the escrow account ($90,000) will be used in the following order of
priority.
- to pay for business, legal and accounting due diligence expenses
incurred in connection with evaluation of prospective business
combinations
- for general and administrative expenses, including legal and
accounting fees and administrative support expenses incurred in
connection with our reporting obligations with the SEC
- for expenses related to this offering estimated to be $32,500.
DILUTION
Persons purchasing common shares in this offering will suffer a
substantial and immediate dilution to the net tangible book value of
their common shares below the public offering price. After the sale
of all offered common shares, we would have a net tangible book value
of approximately $.15 resulting in dilution of 75%.
Further Dilution. We may issue additional restricted common shares
pursuant to private business transactions. Any sales under Rule 144
after the applicable holding period may have a depressive effect upon
the market price of the Company's common shares and investors in this
offering upon conversion.
VILLAGE
Village's executive offices are located at 580 Village Boulevard, Suite
140, West Palm Beach, Florida. Our telephone number is 561-689-1611.
These offices consist of 500 square feet, which are provided by Jack
Augsback, an officer of Village for a fee of $100. Mr. Augsback is
under no obligation to continue providing office space for this minimal
amount.
<PAGE>11
Village IIs in the early developmental and promotional stages. To date
Village's only activities have been organizational ones, directed at
developing its business plan and raising our initial capital.
Village has not commenced any commercial operations. Village has no
employees and owns no real estate. Village can be defined as a blank
check company whose sole purpose at this time is to locate and
consummate a merger or acquisition with a private entity.
As part of our business plan, this Company shall file a form 8-A on a
voluntary basis in order to become subject to the reporting
requirements of the Securities Exchange Act of 1934.
Another aspect of our business plan which we intend to implement
after this registration statement becomes effective, is to seek to
facilitate the eventual creation of a public trading market in its
outstanding securities. Village's business plan is to seek,
investigate, and, if warranted, acquire one or more properties or
businesses, and to pursue other related activities intended to enhance
shareholder value.
The acquisition of a business opportunity may be made by purchase,
merger, exchange of stock, or otherwise, and may encompass assets or a
business entity, such as a corporation, joint venture, or partnership.
Village has very limited capital, and it is unlikely that Village
will be able to take advantage of more than one such business
opportunity.
Village IIntends to seek opportunities demonstrating the potential of
long-term growth as opposed to short-term earnings. At the present
time Village has not identified any business opportunity that it plans
to pursue, nor has Village reached any agreement or definitive
understanding with any person concerning an acquisition.
It is anticipated that Village's officers and directors will
contact broker-dealers and other persons with whom they are acquainted
who are involved in corporate finance matters to advise them of
Village's existence and to determine if any companies or businesses
they represent have an interest in considering a merger or acquisition
with Village. We cannot assure you that Village will be
successful in finding or acquiring a desirable business opportunity,
given the limited funds that are expected to be available for
acquisitions, or that any acquisition that occurs will be on terms
that are favorable to Village or its stockholders.
Village's search will be directed toward small and medium-sized
enterprises which have a desire to become public corporations and
which are able to satisfy, or anticipate in the reasonably near future
being able to satisfy, the minimum asset requirements in order to
qualify shares for trading on NASDAQ or on a stock exchange
Village anticipates that the business opportunities presented to it
will:
- be recently organized with no operating history, or a history
of losses attributable to under-capitalization or other factors;
- be experiencing financial or operating difficulties; (
- be in need of funds to develop a new product or service or to
expand into a new market;
- be relying upon an untested product or marketing concept;
or
- have a combination of the characteristics mentioned above.
Village IIntends to concentrate our acquisition efforts on properties
or businesses that we believe to be undervalued. Given the above
factors, investors should expect that any acquisition candidate may
have a history of losses or low profitability. Village does not
propose to restrict its search for investment opportunities to any
particular geographical area or industry, and may, therefore, engage
in essentially any business, to the extent of its limited resources.
This includes industries such as service, finance, natural resources,
manufacturing, high technology, product development, medical,
communications and others.
Village's discretion in the selection of business opportunities is
unrestricted, subject to the availability of such opportunities,
economic conditions, and other factors. As a consequence of this
registration of its securities, any entity, which has an interest in
being acquired by, or merging into Village, is expected to be an
entity that desires to become a public company and establish a public
<PAGE>12
trading market for its securities. In connection with such a merger or
acquisition, it is highly likely that an amount of stock constituting
control of Village would be issued by Village.
Depending upon the nature of the transaction, the current officers and
directors of Village may resign their management position with Village
in connection with Village's acquisition of a business opportunity.
In the event of such a resignation, Village's current management would
not have any control over the conduct of Village's business following
Village's combination with a business opportunity. We anticipated
that business opportunities will come to Village's attention from
various sources, including its officer and director, its other
stockholders, professional advisors such as attorneys and accountants,
securities broker-dealers, venture capitalists, members of the
financial community, and others who may present unsolicited proposals.
Village has no plans, understandings, agreements, or commitments with
any individual for such person to act as a finder of opportunities for
Village. Village does not foresee that it would enter into a merger
or acquisition transaction with any business with which its officers
or directors are currently affiliated. Should Village determine in
the future, contrary to the foregoing expectations, that a transaction
with an affiliate would be in the best interests of Village and its
stockholders, Village IIs in general permitted by Florida law to enter
into such a transaction if:
- The material facts as to the relationship or interest of
the affiliate and as to the contract or transaction are
disclosed or are known to the Board of Directors, and the Board
in good faith authorizes the contract or transaction by the
affirmative vote of a majority of the disinterested directors,
even though the disinterested directors constitute less than a
quorum; or
- The material facts as to the relationship or interest of the
affiliate and as to the contract or transaction are disclosed
or are known to the stockholders entitled to vote thereon, and
the contract or transaction is specifically approved in good
faith by vote of the stockholders; or
- The contract or transaction is fair as to Village as of the
time it is authorized, approved or ratified, by the Board of
Directors or the stockholders.
Investigation and Selection of Business Opportunities
To a large extent, our management may make a decision to participate
in a specific business opportunity upon management's analysis of the
quality of the other company's management and personnel, the
anticipated acceptability of new products or marketing concepts, the
merit of technological changes, the perceived benefit Village will
derive from becoming a publicly held entity, and numerous other
factors which are difficult, if not impossible, to analyze through the
application of any objective criteria.
In many instances, we anticipate that the historical operations of
a specific business opportunity may not necessarily be indicative of
the potential for the future because of the possible need to shift
marketing approaches substantially, expand significantly, change
product emphasis, change or substantially augment management, or make
other changes. Village will be dependent upon the owners of a business
opportunity to identify any such problems which may exist and to
implement, or be primarily responsible for the implementation of,
required changes.
Because Village may participate in a business opportunity with a newly
organized firm or with a firm which is entering a new phase of growth,
we should emphasized that Village will incur further risks, because
management in many instances will not have proved its abilities or
effectiveness, the eventual market for such company's products or
services will likely not be established, and such company may not be
profitable when acquired.
We anticipate that Village will not be able to diversify, but will
essentially be limited to one such venture because of Village's
limited financing. This lack of diversification will not permit
Village to offset potential losses from one business opportunity
<PAGE>13
against profits from another, and should be considered an adverse
factor affecting any decision to purchase Village's securities. It is
emphasized that management of Village may effect transactions having a
potentially adverse impact upon Village's shareholders pursuant to the
authority and discretion of Village's management to complete
acquisitions without submitting any proposal to the stockholders for
their consideration.
Although there are no current plans to do so, Village's management
might hire an outside consultant to assist in the investigation and
selection of business opportunities, and might pay a finder's fee.
Since Village's management has no current plans to use any outside
consultants or advisors to assist in the investigation and selection
of business opportunities, no policies have been adopted regarding use
of such consultants or advisors, the criteria to be used in selecting
such consultants or advisors, the services to be provided, the term of
service, or regarding the total amount of fees that may be paid.
However, because of the limited resources of Village, it is likely
that any such fee Village agrees to pay would be paid in stock and not
in cash. Otherwise, Village anticipates that it will consider, among
other things, the following factors:
- Potential for growth and profitability, indicated by new
technology, anticipated market expansion, or new products;
- Village's perception of how any particular business
opportunity will be received by the investment community and by
Village's stockholders;
<PAGE>13
- Whether, following the business combination, the financial
condition of the business opportunity would be, or would have a
significant prospect in the foreseeable future of becoming
sufficient to enable the securities of Village to qualify for
listing on an exchange or on a Village automated securities
quotation system, such as NASDAQ, so as to permit the trading
of such securities to be exempt from the requirements of a Rule
15g-9 adopted by the Securities and Exchange Commission.
- Capital requirements and anticipated availability of
required funds, to be provided by Village or from operations,
through the sale of additional securities, through joint
ventures or similar arrangements, or from other sources;
- The extent to which the business opportunity can be
advanced;
- Competitive position as compared to other companies of
similar size and experience within the industry segment as well
as within the industry as a whole;
- Strength and diversity of existing management, or management
prospects that are scheduled for recruitment;
- The cost of participation by Village as compared to the
perceived tangible and intangible values and potential; and
- The accessibility of required management expertise,
personnel, raw materials, services, professional assistance,
and other required items. In regard to the possibility that the
shares of Village would qualify for listing on NASDAQ, the
current standards include the requirements that the issuer of
the securities that are sought to be listed have total assets
of at least $4,000,000 and total capital and surplus of at
least $2,000,000, and proposals have recently been made to
increase these qualifying amounts. Many, and perhaps most, of
the business opportunities that might be potential candidates
for a combination with Village would not satisfy the NASDAQ
listing criteria. No one of the factors described above will be
controlling in the selection of a business opportunity, and
management will attempt to analyze all factors appropriate to
each opportunity and make a determination based upon reasonable
investigative measures and available data.
Potentially available business opportunities may occur in many
different industries and at various stages of development, all of
which will make the task of comparative investigation and analysis of
<PAGE>14
such business opportunities extremely difficult and complex.
Potential investors must recognize that, because of Village's
limited capital available for investigation and management's
limited experience in business analysis, Village may not
discover or adequately evaluate adverse facts about the
opportunity to be acquired. Village IIs unable to predict when
it may participate in a business opportunity. We expect,
however, that the analysis of specific proposals and the
selection of a business opportunity may take several months or
more.
Prior to making a decision to participate in a business opportunity,
Village will generally request that we be provided with written
materials regarding the business opportunity containing such items as
a description of products, services and company history; management
resumes; financial information; available projections, with related
assumptions upon which they are based; an explanation of proprietary
products and services; evidence of existing patents, trademarks, or
services marks, or rights thereto; present and proposed forms of
compensation to management; a description of transactions between such
company and its affiliates during relevant periods; a description of
present and required facilities; an analysis of risks and competitive
conditions; a financial plan of operation and estimated capital
requirements; audited financial statements, or if they are not
available, unaudited financial statements, together with reasonable
assurances that audited financial statements would be able to be
produced within a reasonable period of time not to exceed 60 days
following completion of a merger transaction; and other information
deemed relevant.
As part of Village's investigation, Village's officers and directors
may meet personally with management and key personnel, may
visit and inspect material facilities, obtain independent analysis or
verification of certain information provided, check references of
management and key personnel, and take other reasonable investigative
measures, to the extent of Village's limited financial resources and
management expertise. Our range of business opportunities that might
be available for consideration by Village could be limited by the
impact of Securities and Exchange Commission regulations regarding
purchase and sale of penny stocks. The regulations would affect, and
possibly impair, any market that might develop in Village's securities
until such time as they qualify for listing on NASDAQ or on another
exchange which would make them exempt from applicability of the "penny
stock" regulations.
Form of Acquisition
We cannot predict the manner in which Village may participate in a
business opportunity. Specific business opportunities will be reviewed
as well as the respective needs and desires of Village and the
promoters of the opportunity and, upon the basis of that review and
the relative negotiating strength of Village and such promoters, the
legal structure or method deemed by management to be suitable will be
selected. This structure may include, but is not limited to leases,
purchase and sale agreements, licenses, joint ventures and other
contractual arrangements. Village may act directly or indirectly
through an interest in a partnership, corporation or other form of
organization.
It is anticipated that any new securities issued in any reorganization
would be issued in reliance upon exemptions, if any are available,
from registration under applicable federal and state securities laws.
In some circumstances, however, as a negotiated element of the
transaction, Village may agree to register such securities either at
the time the transaction is consummated, or under certain conditions
or at specified times thereafter. The issuance of substantial
additional securities and their potential sale into any trading market
that might develop in Village's securities may have a depressive
effect upon such market. Village will participate in a business
opportunity only after the negotiation and execution of a written
agreement.
Although the terms of such agreement cannot be predicted, generally
This type of an agreement would require specific representations and
warranties by all of the parties thereto, specify certain events of
default, detail the terms of closing and the conditions which must be
satisfied by each of the parties thereto prior to such closing,
<PAGE>15
outline the manner of bearing costs if the transaction is not closed,
set forth remedies upon default, and include miscellaneous other
terms. As a general matter, Village anticipates that it, and/or its
officers and principal shareholders will enter into a letter of intent
with the management, principals or owners of a prospective business
opportunity prior to signing a binding agreement. This type of letter
of intent will set forth the terms of the proposed acquisition but
will not bind any of the parties to consummate the transaction.
Execution of a letter of intent will by no means indicate that
consummation of an acquisition is probable. Neither Village nor any of
the other parties to the letter of intent will be bound to consummate
the acquisition unless and until a definitive agreement concerning the
acquisition as described in the preceding paragraph is executed. Even
after a definitive agreement is executed, it is possible that the
acquisition would not be consummated should any party elect to
exercise any right provided in the agreement to terminate it on
specified grounds.
We anticipate that the investigation of specific business
opportunities and the negotiation, drafting and execution of relevant
agreements, disclosure documents and other instruments will require
substantial management time and attention and substantial costs for
accountants, attorneys and others.
If we decide not to participate in a specific business
opportunity, the costs theretofore incurred in the related
investigation would not be recoverable. Moreover, because many
providers of goods and services require compensation at the time or
soon after the goods and services are provided, the inability of
Village to pay until an indeterminate future time may make it
impossible to procure goods and services.
Investment Company Act and Other Regulation
Village may participate in a business opportunity by purchasing,
trading or selling the securities of such business. Village does
not, however, intend to engage primarily in such activities.
Specifically, Village IIntends to conduct its activities so as to
avoid
being classified as an investment company under the Investment
Company Act of 1940, and therefore to avoid application of the costly
and restrictive registration and other provisions of the Investment
Act, and the regulations promulgated thereunder.
Section 3(a) of the Investment Act contains the definition of an
investment company and it excludes any entity that does not
engage primarily in the business of investing, reinvesting or trading
in securities, or that does not engage in the business of investing,
owning, holding or trading investment securities. Investment
securities are defined as all securities other than government
securities or securities of majority-owned subsidiaries the value of
which exceeds 40% of the value of its total assets (excluding
government securities, cash or cash items. Village IIntends to
implement our business plan in a manner which will result in the
availability of this exception from the definition of investment
company. Consequently, Village's participation in a
business or opportunity through the purchase and sale of investment
securities will be limited.
Village's plan of business may involve changes in our capital
structure, management, control and business, especially if we
consummate a reorganization as discussed above. Each of these areas is
regulated by the Investment Act, in order to protect purchasers of
investment company securities. Since Village will not register as an
investment company, stockholders will not be afforded these
protections.
Any securities which Village might acquire in exchange for our common
stock may be restricted securities within the meaning of the
Securities Act of 1933. If Village elects to resell these securities,
the sale cannot proceed unless a registration statement has been
declared effective by the Securities and Exchange Commission or an
exemption from registration is available.
Section 4(1) of the Act, which exempts sales of securities not
involving a distribution, would in all likelihood be available to
permit a private sale. Although the plan of operation does not
<PAGE>16
contemplate resale of securities acquired, if a sale were to be
necessary, Village would be required to comply with the provisions of
the Act to effect this resale. An acquisition made by Village may be
in an industry which is regulated or licensed by federal, state or
local authorities. Compliance with such regulations can be expected
to be a time-consuming and expensive process.
Competition. Village expects to encounter substantial competition
in its efforts to locate attractive opportunities, primarily from
business development companies, venture capital partnerships and
corporations, venture capital affiliates of large industrial and
financial companies, small investment companies, and wealthy
individuals. Many of these entities will have significantly greater
experience, resources and managerial capabilities than Village
and will therefore be in a better position than Village to obtain
access to attractive business opportunities. Village also will
experience competition from other public blank check companies, many
of which may have more funds available than does Village.
Employees. Village IIs a development stage company and currently has
no employees. Management of Village expects to use consultants,
attorneys and accountants as necessary, and does not anticipate a need
to engage any full-time employees so long as it is seeking and
evaluating business opportunities. The need for employees and their
availability will be addressed in connection with the decision whether
or not to acquire or participate in specific business opportunities.
Reports to Security Holders. We shall become subject to the
informational requirements of the Securities Exchange Act of 1934, as
amended, and in accordance therewith will file reports and other
information with the Securities and Exchange Commission. We have not
yet filed any reports with the Securities and Exchange Commission.
The reports and other information filed by us can be inspected and
copied at the public reference facilities maintained by the Commission
in Washington, D.C. and at the Chicago Regional Office, Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-
2511 and the New York Regional Office, 7 World Trade Center, New York,
New York 10048. Copies of such material can be obtained from the
Public Reference Section of the Commission, Washington, D.C. 20549 at
prescribed rates.
We will furnish to shareholders:
- - an annual report containing financial information examined and
reported upon by its certified public accountants;
- - unaudited financial statements for each of the first three quarters
of the fiscal year; and
- - additional information concerning the business and operations of
Village deemed appropriate by the Board of Directors.
PLAN OF OPERATION
We have not had any revenues since inception. Our sole objective is to
acquire an interest in an operating business as a blank check company
described in SEC Rule 419. We have funded our organizational costs
through a shareholder loan from our principal shareholder.
Our ability to continue as a going concern is dependent upon the
completion of this offering. We anticipate further improvement of our
financial condition through the successful location of a suitable
target business and consummation of a business combination.
In view of the limited amount of funds available to us until a merger
is consummated, we may exhaust our limited financial resources before
locating a merger or acquisition candidate.
All of our working capital needs subsequent to this offering will be
attributable to the identification, evaluation and selection of a
suitable target business and the structuring, negotiation and
consummation of a merger or acquisition. We expect to satisfy these
working capital needs from the proceeds of this offering, which are not
deposited into the escrow account established pursuant to Rule 419, and
possible additional advances from our existing principal shareholder.
Such funds are expected to satisfy our cash requirements during the
next 18 months.
<PAGE>17
Our business operations related to identification, evaluation and
selection of a suitable target business may be hampered by our limited
resources.
Only $90,000 will be immediately available for our use after
application of the escrow provisions of SEC Rule 419. These amounts
will not be sufficient to address the current deficiency of working
capital that exists and will provide us only limited resources to use
to search for a suitable target business.
We do not expect to purchase or sell any significant equipment, engage
in product research or development and do not expect any significant
changes in the number of employees.
MANAGEMENT
Officers and Directors. Pursuant to the Certificate of Incorporation,
each Director shall serve until the annual meeting of the stockholders,
or until his successor is elected and qualified. Village's basic
philosophy mandates the inclusion of directors who will be
representative of management, employees and the minority shareholders
of Village. Directors may only be removed for "cause". The term of
office of each officer of Village IIs at the pleasure of Village's
Board. The term of office for each director is three years.
The principal executive officers and directors of Village are as
follows:
<TABLE>
<CAPTION>
Name Position Term(s) of
Office
<S> <C> <C>
Mark Stys, age 38 President/Director Inception to
Present
Jack Augsback, age 56 Treasurer/Director Inception to
Present
Carolyn Stys, age 36 Secretary/Director Inception to
Present
Resumes:
Mark Stys. Mr. Sts has been president and a director since
inception. From April 199 to present, Mr. Stys has been a partner
and chief operating officer of Jack Augsback & Associates, an
investment banking firm. From June 1998 to March 1999, Mr. Stys was
vice president and a trade for Coastal Securities, a brokerage firm.
From December 1993 to June 1998, Mr. Stys was vice president and a
trader at Fidelity Capital markets, a brokerage firm. Mr. Stys was a
major in the United States Marine Corps from May 1944 to September
1993. Mr. Stys obtained a Bachelor of Science degree in history
from the United States Naval Academy in 1984. He attended an
aviation safety manager course in 1992 at the Naval Postgraduate
School. In 1993, Mr. Stys obtained a Master's degree in Management
from Webster Unitersity.
Jack Augsback. Mr. Augsback has been treasurer and a director of the
Company since inception. For the last five years, Mr. Augsback has
been President and Chief Executive Officer of Jack Augsback &
Associates, Inc., Jack Augsback & Co., Inc. and Managing Partner of
Jack Augsback & Co. LLC. These companies are all in the financial
consulting and investor relations business. Since November 1999, Mr.
Augback has been an officer and director of Village I Acquisition
Corporation and Village III Acquisition Corporation, other blank check
companies.
Mr. Augsback graduated from Miami University with a Bachelor of
Science degree in Economics. He received a MBA in Quantivie
Economics from the Miami Graduate School of Business and MBAs
in Finance and Economics from the St. Moritz University.
Carolyn Stys. Mrs. Stys has been secretary and a director of Village
since inception. From 1998 to present, Mrs. Stys has been director
of operations at Jack Augsback & Co, an investment banking firm.
From 1995 to 1997, Mrs. Stys worked as a business analyst at Fidelity
Investments, an investment firm. From 1993 to 1995, Mrs. Stys worked
as a client service officer at State Street Bank & Trust. Mrs. Stys
attended from Trinity College from 1982 to 1985 with an economic
concentration. From 1995-1998, Mrs. Stys attended Northeastern
<PAGE>18
University with a marketing/systems concentration. Since 1999, Mrs.
Stys has been attending the New York Institute of Finance in the
Securities Analysis Program.
Remuneration. No remuneration has been paid since inception.
Board of Directors Compensation. Members of the Board of Directors
will receive $250 per meeting if said Directors are not separately
compensated by Village and will be required to attend a minimum of four
meetings per fiscal year. All expenses for meeting attendance or out
of pocket expenses connected directly with their Board representation
will be reimbursed by Village. Director liability insurance may be
provided to all members of the Board of Directors. Village has not yet
obtained such insurance and does not have any specifics for available
cost and coverage. Village does not have a specific time frame to
obtain the insurance. No differentiation is made in the compensation
of "outside directors" and those officers of Village serving in that
capacity.
PRINCIPAL SHAREHOLDERS
There are currently 855,500 common shares outstanding. The following
tabulates holdings of shares of Village by each person who, subject
to the above, at the date of this prospectus, holds of record or is
known by management to own beneficially more than 5.0% of the common
shares and, in addition, by all directors and officers of Village
individually and as a group
</TABLE>
<TABLE>
<CAPTION>
Number of shares Number of shares
Name and Address currently owned(1) Percentage owned after offering Percentage
<S> <C> <C> <C> <C>
Mark Stys(2)(3) 67,500 7.89% 0 0%
Jack Augsback(4)(5) 552,500 64.56% 0 0%
Carolyn Stys 15,000 1.75% 0 0%
</TABLE>
(1)Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934,
as amended, beneficial ownership of a security consists of sole or
shared voting power, including the power to vote or direct the voting,
and/or sole or shared investment power, including the power to dispose
or direct the disposition, with respect to a security whether through a
contract, arrangement, understanding, relationship or otherwise.
Unless otherwise indicated, each person indicated above has sole power
to vote, or dispose or direct the disposition of all shares
beneficially owned, subject to applicable unity property laws.
(2) Mr. Stys is married to Carolyn Stys.
(3) Mr. Stys is custodian of 15,000 common shares held by his minor
children included in amount currently owned by Mr. Stys
(4)Includes 9,500 common shares owned by Jack Augsback as custodian for
his grandchildren.
(5)Includes 150,000 common shares owned by Jack Augsback & Co., Ltd., a
company controlled by Mr. Augsback and 245,000 common shares owned by
Jack Augsback & Associates, Inc., a company controlled by Mr. Augsback.
CERTAIN TRANSACTIONS
Jack Augsback provides office services to us that were valued at $100
for the period ended December 31, 1999. Additionally, Mr. Augsback
paid $450 of organization expenses on our behalf during the period
ended December 31, 1999. Mr. Augsback does not expect us to repay him
and we are not obligated to make this repayment.
SHARES ELIGIBLE FOR FUTURE SALE
Village currently has 855,000 shares of common stock outstanding.
Of these, none of the common shares will be deemed to be restricted
Securities. Other securities may be issued, in the future, in private
transactions pursuant to an exemption from the Securities Act. Rule
144 provides, in essence, that a person who has held restricted
securities for a period of two years may sell every three months in a
brokerage transaction or with a market maker an amount equal to the
greater of 1% of Village's outstanding shares or the average weekly
trading volume, if any, of the shares during the four calendar weeks
preceding the sale.
<PAGE>19
The amount of restricted securities which a person who is not an
affiliate of Village may sell is not so limited. Nonaffiliates may
each sell without limitation shares held for three years. Village will
make application for the listing of its Shares in the over-the-counter
market. Sales under Rule 144 may, in the future, depress the price of
Village's Shares in the over-the-counter market, should a market
develop. Prior to this offering there has been no public market for
the common stock of Village. The effect, if any, of a public trading
market or the availability of shares for sale at prevailing market
prices cannot be predicted. Nevertheless, sales of substantial
amounts of shares in the public market could adversely effect
prevailing market prices.
MARKET FOR REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
Market Information. Village's common stock is not listed in the
pink sheets or in the OTC Bulletin Board maintained by the NASD.
Holders. The approximate number of holders of record of Village's no
par value common stock, as of December 31, 1999 was 67.
Dividends. Holders of Village's common stock are entitled to receive
such dividends as may be declared by its board of directors.
DESCRIPTION OF SECURITIES
Village's articles of incorporation authorize us to issue up to
1000,000,000 common shares, no par value per common share and
50,000,000 preferred shares, no par value per preferred share. There
are currently no preferred shares outstanding. Village IIs in the
process of amending the Articles of Incorporation to allow the board of
directors to determine the rights and preferences of each series of
preferred shares authorized.
Common Stock.
Liquidation Rights. Upon liquidation or dissolution, each outstanding
common share will be entitled to share equally in the assets of Sea
Shell legally available for distribution to shareholders after the
payment of all debts and other liabilities.
Dividend Rights. There are no limitations or restrictions upon the
rights of the Board of Directors to declare dividends out of any funds
legally available therefore. Village has not paid dividends to date
and it is not anticipated that any dividends will be paid in the
foreseeable future. The Board of Directors initially may follow a
policy of retaining earnings, if any, to finance the future growth of
Village. Accordingly, future dividends, if any, will depend upon,
among other considerations, Village's need for working capital and its
financial conditions at the time.
Voting Rights. Holders of common shares of Village are entitled to
cast one vote for each share held at all shareholders meetings for all
purposes.
Other Rights. Common shares are not redeemable, have no conversion
rights and carry no preemptive or other rights to subscribe to or
purchase additional common shares in the event of a subsequent
offering.
Transfer Agent. Village shall act as our own transfer agent until after
a successful merger or acquisition is consummated.
INDEMNIFICATION
Our Bylaws do not contain a provision entitling any director or
executive officer to indemnification against liability under the
Securities Act of 1933. The Nevada Revised Statutes allow a company to
indemnify its officers, directors, employees, and agents from any
threatened, pending, or completed action, suit, or proceeding, whether
civil, criminal, administrative, or investigative, except under certain
circumstances. Indemnification may only occur if a determination has
been made that the officer, director, employee, or agent acted in good
faith and in a manner, which such person believed to be in the best
interests of the company. A determination may be made by the
shareholders; by a majority of the directors who were not parties to
the action, suit, or proceeding confirmed by opinion of independent
<PAGE>20
legal counsel; or by opinion of independent legal counsel in the event
a quorum of directors who were not a party to such action, suit, or
proceeding does not exist. Provided the terms and conditions of these
provisions under Nevada law are met, officers, directors, employees,
and agents of the Company may be indemnified against any cost, loss, or
expense arising out of any liability under the '33 Act. Insofar as
indemnification for liabilities arising under the '33 Act may be
permitted to directors, officers and controlling persons of the
Company. Village has been advised that in the opinion of the
Securities and Exchange Commission, such indemnification is against
public policy and is, therefore, unenforceable.
LEGAL MATTERS
Certain legal matters with respect to the issuance of the securities
offered hereby will be passed upon by J. M. Walker, Attorney-At-Law.
LEGAL PROCEEDINGS
Village IIs not involved in any legal proceedings as of the date of
this prospectus.
ADDITIONAL INFORMATION
We have filed with the Securities and Exchange Commission a
registration statement under the Act with respect to the securities
offered hereby. This prospectus does not contain all of the
information set forth in the Registration Statement, some parts are
omitted in accordance with the Rules and Regulations of the Commission.
For further information with respect to Village and the securities
offered hereby, reference is made to the Registration Statement.
Copies of such materials may be examined without charge at, or obtained
upon payment of prescribed fees from, the Public Reference Section of
the Commission at Room 1024, telephone number 1-800-SEC-0330, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, DC 20549, at the Chicago
Regional Office, Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511 and the New York Regional Office, 7 World
Trade Center, New York, New York 10048.
We will voluntarily file periodic reports in the event its obligation
to file such reports is suspended under Section 15(d) of the Exchange
Act.
We will provide without charge to each person who receives a
prospectus, upon written or oral request of such person, a copy of any
of the information that was incorporated by reference in the prospectus
(not including exhibits to the information that is incorporated by
reference unless the exhibits are themselves specifically incorporated
by reference). Requests for copies of said documents should be
directed to Mark Stys, President.
The Commission maintains a Web site -- //www.sec.gov -- that contains
reports, proxy and information statements and other information
regarding issuers that file electronically with the Commission.
No dealer, salesman, agent or any other person has been authorized to
give any information or to make any representation other than those
contained in this prospectus. If given or made, this information or
representation must not be relied on as having been authorized by
Village or the underwriter, if an underwriter assists in the sale of
the securities. This prospectus does not constitute an offer or a
solicitation by anyone to any person in any state, territory or
possession of the United States in which the offer or solicitation is
not authorized by the laws thereof, or to any person to whom it is
unlawful to make such offer or solicitation.
Neither the delivery of this prospectus or any sale made hereunder
shall, under any circumstances, create an implication that there has
not been any change in the facts set forth in this prospectus or in the
affairs of Village since the date hereof.
EXPERTS
The audited financial statements included in this prospectus have been
so included in reliance on the report of James E. Scheifley &
Associates, P.C., Certified Public Accountants, on the authority of
such firm as experts in auditing and accounting.
<PAGE>21
INTERESTS OF NAMED
EXPERTS AND COUNSEL
Jody M. Walker, securities attorney for Village owns 25,000 common
shares. The common shares are being registered in this offering.
These securities were issued as partial payment for services.
None of the other experts or counsel named in the prospectus are
affiliated with Village.
FINANCIAL STATEMENTS
Index to Financial Statements
Independent Auditor's Report dated February 16, 2000
Balance Sheet dated December 31, 1999
Statement of Operations for the period from inception (November 23,
1999 to December 31, 1999
Statement of Changes in Stockholders' Equity from the period from
inception (November 23, 1999) to December 31, 1999
Statements of Cash Flows For the period from inception (November 23,
1999) to December 31, 1999
Notes to Financial Statements
<PAGE>22
INDEPENDENT AUDITOR'S REPORT
Board of Directors and Shareholders
Village II Acquisition Corporation
We have audited the balance sheet of Village II Acquisition
Corporation (a development stage company) as of December 31, 1999,
and the related statements of operations, changes in stockholders'
equity, and cash flows for the period from inception (November 23,
1999) to December 31, 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our 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. We believe
that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above, present
fairly, in all material respects, the financial position of Village II
Acquisition Corporation as of December 31, 1999, and the results of its
operations and cash flows for the period from inception (November 23,
1999) to December 31, 1999, in conformity with generally accepted
accounting principles.
James E. Scheifley & Associates, P.C.
Certified Public Accountants
Denver, Colorado
February 16, 2000
<PAGE>23
Village II Acquisition Corporation
(A Development Stage Company)
Balance Sheet
December 31, 1999
ASSETS
1999
Current assets:
Total current assets $ -
-------
Total assets $ -
=======
STOCKHOLDERS' EQUITY
Current liabilities:
Total current liabilities $ -
-------
Commitments and contingencies (Note 3 )
Stockholders' equity:
Preferred stock, no par value,
50,000,000 shares authorized, no shares
issued and outstanding -
Common stock, no par value,
100,000,000 shares authorized, 855,000
shares issued and outstanding 8,550
Additional paid in capital 550
Stock subscriptions receivable (8,300)
Unearned services (250)
(Deficit) accumulated during
development stage (550
-------
-
Total Liabilities and Stockholders Equity $ -
-------
See accompanying notes to financial statements.
<PAGE>24
Village II Acquisition Cororation
(A Development Stage Company)
Statement of Operations
For the Period From Inception (November 23, 1999) to December 31, 1999
Period From
Inception To
December 31,
1999
Operating expenses:
Organization costs $ 450
Office expenses 100
Total operating expenses 550
Net loss before income taxes (550)
Provision for income taxes -
-----------
Net (loss) $ (550)
===========
Per share information:
Basic and diluted (loss) per common share $ -
===========
Weighted average shares outstanding 855,000
===========
See accompanying notes to financial statements.
<PAGE>25
Village II Acquisition Corporation
(A Development Stage Company)
Statement of Changes in Stockholders' Equity
For the Period From Inception (November 23, 1999) to December 31, 1999
<TABLE>
<CAPTION>
Deficit
Additional Accumulated Unpaid
Common Stock Paid-in During Develop- Stock Unearned
ACTIVITY Shares Amount Capital ment Stage Subscriptions Services Total
<S> <C> <C> <C> <C> <C> <C> <C>
Shares issued for cash
December 1999 @ $.01 830,000 $ 8,300 $ - $ - $ (8,300) $ - $ -
Shares issued for services
December 1999 @ $.01 25,000 250 - - (250) -
Capital contribution by officer - - 550 - - - 550
Net (loss) for the period
ended December 31, 1999 - - - (550) - - (550)
--------- -------- -------- --------- --------- -------- --------
Balance, December 31, 1999 855,000 $ 8,550 $ 550 $ (550) $ (8,300) $ (250) $ -
</TABLE>
See accompanying notes to financial statements.
<PAGE>26
Village II Acquisition Corporation
(A Development Stage Company)
Statement of Cash Flows
For the Period From Inception (November 23, 1999) to December 31, 1999
Period From
Inception To
December 31,
1999
Net income (loss) $ (550)
Adjustments to reconcile net income to net
cash provided by operating activities:
Expenses paid by officer 550
Total adjustments 550
Net cash provided by (used in)
operating activities -
Increase (decrease) in cash -
Cash and cash equivalents,
beginning of period -
Cash and cash equivalents,
end of period $ -
See accompanying notes to financial statements.
<PAGE>27
Village II Acquisition Corporation
(A Development Stage Company)
Statement of Cash Flow
For the Period From Inception (November 23, 1999) to December 31, 1999
Period From
Inception To
December 31,
1999
Supplemental cash flow information:
Cash paid for interest $ -
Cash paid for income taxes $ -
See accompanying notes to financial statements.
<PAGE>28
Village II Acquisition Corporation
Notes to Financial Statements
December 31, 1999
Note 1. Organization and Summary of Significant Accounting Policies.
The Company was incorporated in Florida on November 23, 1999. The
Company's activities to date have been limited to organization and
capital formation. The Company has not chosen its principal business
activity. The Company has chosen December 31st as the end of its
fiscal year.
Loss per share:
Basic Earnings per Share ("EPS") is computed by dividing net
income available to common stockholders by the weighted average
number of common stock shares outstanding during the year.
Diluted EPS is computed by dividing net income available to
common stockholders by the weighted-average number of common
stock shares outstanding during the year plus potential dilutive
instruments such as stock options and warrants. The effect of
stock options on diluted EPS is determined through the
application of the treasury stock method, whereby proceeds
received by the Company based on assumed exercises are
hypothetically used to repurchase the Company's common stock at
the average market price during the period. Loss per share is
unchanged on a diluted basis since the assumed exercise of common
stock equivalents would have an anti-dilutive effect.
Cash:
For purposes of the statement of cash flows, the Company considers
all highly liquid debt instruments purchased with maturity of three
months or less to be cash equivalents.
Estimates:
The preparation of the Company's financial statements requires
management to make estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes. Actual
results could differ from these estimates
Fair value of financial instruments
The Company's short-term financial instruments consist of cash and
cash equivalents and accounts payable. The carrying amounts of these
financial instruments approximate fair value because of their short-
term maturities. Financial instruments that potentially subject the
Company to a concentration of credit risk consist principally of
cash. During the year the Company did not maintain cash deposits at
financial institutions in excess of the $100,000 limit covered by the
Federal Deposit Insurance Corporation. The Company does not hold or
issue financial instruments for trading purposes nor does it hold or
issue interest rate or leveraged derivative financial instruments
Stock-based Compensation
The Company adopted Statement of Financial Accounting Standard No.
123 (FAS 123), Accounting for Stock-Based Compensation beginning with
the Company's first quarter of 1996. Upon adoption of FAS 123, the
Company continued to measure compensation expense for its stock-based
employee compensation plans using the intrinsic value method
prescribed by APB No. 25, Accounting for Stock Issued to Employees.
Stock based compensation paid by the Company during the period ended
December 31, 1999 is disclosed in Note 2.
New Accounting Pronouncements
SFAS No. 130, "Reporting Comprehensive Income", establishes
guidelines for all items that are to be recognized under
accounting standards as components of comprehensive income to be
reported in the financial statements. The statement is effective
for all periods beginning after December 15, 1997 and
reclassification financial statements for earlier periods will be
required for comparative purposes. To date, the Company has not
engaged in transactions that would result in any significant
difference between its reported net loss and comprehensive net
loss as defined in the statement and therefore the reported net
loss is equivalent to comprehensive net loss.
<PAGE>29
In March 1998, the American Institute of Certified Public
Accountants issued Statement of Position 98-1, Accounting for the
Costs of Computer Software Developed or Obtained for Internal Use
("SOP 98-1"). SOP 98-1 provides authoritative guidance on when
internal-use software costs should be capitalized and when these
costs should be expensed as incurred.
Effective in 1998, the Company adopted SOP 98-1, however the
Company has not incurred costs to date that would require
evaluation in accordance with the SOP.
Effective December 31, 1998, the Company adopted SFAS No. 131,
Disclosures about Segments of an Enterprise and Related
Information ("SFAS 131"). SFAS 131 superseded SFAS No. 14,
Financial Reporting for Segments of a Business Enterprise. SFAS
131 establishes standards for the way that public business
enterprises report information about operating segments in annual
financial statements and requires that those enterprises report
selected information about operating segments in interim
financial reports. SFAS 131 also establishes standards for
related disclosures about products and services, geographic
areas, and major customers. The adoption of SFAS 131 did not
affect results of operations or financial position. To date, the
Company has not operated in any planned business activity.
Effective December 31, 1998, the Company adopted the provisions of SFAS
No. 132, Employers' Disclosures about Pensions and Other Post-
retirement Benefits ("SFAS 132"). SFAS 132 supersedes the disclosure
requirements in SFAS No. 87, Employers' Accounting for Pensions, and
SFAS No. 106, Employers' Accounting for Post-retirement Benefits Other
Than Pensions. The overall objective of SFAS 132 is to improve and
standardize disclosures about pensions and other post-retirement
benefits and to make the required information more understandable. The
adoption of SFAS 132 did not affect results of operations or financial
position.
The Company has not initiated benefit plans to date that would require
disclosure under the statement.
In June 1998, the Financial Accounting Standards Board issued SFAS No.
133, Accounting for Derivative Instruments and Hedging Activities
("SFAS 133"), which is required to be adopted in years beginning after
June 15, 1999. SFAS 133 will require the Company to recognize all
derivatives on the balance sheet at fair value. Derivatives that are
not hedges must be adjusted to fair value through income. If the
derivative is a hedge, depending on the nature of the hedge, changes in
the fair value of derivatives will either be offset against the change
in fair value of hedged assets, liabilities, or firm commitments
through earnings or recognized in other comprehensive income until the
hedged item is recognized in earnings. The ineffective portion of a
derivative's change in fair value will be immediately recognized in
earnings. The Company has not yet determined what the effect of SFAS
133 will be on earnings and the financial position of the Company,
however it believes that it has not to date engaged in significant
transactions encompassed by the statement.
During 1998, the American Institute of Certified Public Accountants
issued Statement of Position 98-5 - Reporting on the Costs of Start-Up
Activities. The statement is effective for fiscal years beginning
after December 15, 1998 and requires that the cost of start-up
activities, including organization costs be expensed as incurred. The
Company adopted the statement upon its inception and has charged $450
of organization costs to expense during the period ended December 31,
1999.
Note 2. Stockholders' Equity.
During December 1999, the Company issued an aggregate of 830,000
shares of its common stock to a limited group of investors for
cash aggregating $8,300 in private sale transactions. The shares
were sold at a price of $.01 per share. The Company had not
received proceeds from the sale of the shares as of the date of
these financial statements and had classified the stock
subscriptions receivable there from as a reduction of
stockholders' equity.
During December 1999 the Company agreed to issue 25,000 shares of
its common stock as partial compensation to be paid to an
attorney for future services. The fair value of the stock issued
<PAGE>30
was based upon the price paid by the initial shareholders ($.01
per share). The Company has classified the prepaid expense as a
reduction of stockholders' equity as the services were unearned as of
December 31, 1999.
Additionally, an officer provides office services to the Company that
were valued at $100 for the period ended December 31, 1999.
Additionally, the officer paid $450 of organization expenses in behalf
of the Company during the period ended December 31, 1999. The officer
does not expect repayment of the expenses paid and the Company is not
obligated to make such repayment, therefore, the Company has recorded
the expenses as a contribution to its capital by the officer.
Note 3. Commitments and contingencies
The Company neither owns nor leases any real or personal property. An
officer of the Company provides office services and the costs thereof
are included in administrative expenses. The fair value of such costs
has been estimated to be approximately $50 per month and have been
reflected in the accompanying financial statements.
The officers and directors of the Company are involved in other
business activities and may become involved in other business
activities in the future. Such business activities may conflict with
the activities of the Company. The Company has not formulated a policy
for the resolution of any such conflicts that may arise.
Note 4. Income Taxes
Deferred income taxes may arise from temporary differences resulting
from income and expense items reported for financial accounting and tax
purposes in different periods. Deferred taxes are classified as current
or non-current, depending on the classifications of the assets and
liabilities to which they relate. Deferred taxes arising from
temporary differences that are not related to an asset or liability are
classified as current or non-current depending on the periods in which
the temporary differences are expected to reverse. The Company had no
significant deferred tax items arise during the period presented.
The Company has not provided for income taxes during the period ended
December 31, 1999 as a result of an operating loss. The Company has a
net operating loss carryforward at December 31, 1999 of approximately
$550. The Company has fully reserved the deferred tax asset
(approximately $85) that would arise from the loss carryforward since
it is more likely than not that the Company will not sustain a level of
operations that will provide sufficient taxable income to utilize the
loss to reduce taxes in future periods.
<PAGE>31
Until , 2000 (90 days after the date of the prospectus), all
persons effecting transactions in the registered securities, whether or
not participating in the offering, may be required to deliver a
prospectus. These persons are still obligated to deliver a prospectus
when they act as underwriters and when they sell their unsold
allotments or subscriptions.
<PAGE>32
PART II
INFORMATION NOT REQUIRED BY PROSPECTUS
Item 24. Indemnification of Officers and Directors.
The By-Laws of Village provides that a director of the registrant shall
have no personal liability to the Registrant or its stockholders for
monetary damages for breach of a fiduciary duty as a director, except
for liability (a) for any breach of the director's duty of loyalty to
the Registrant or its stockholders, (b) for acts and omissions not in
good faith or which involve intentional misconduct or a knowing
violation of law, and (c) pursuant to Nevada law for any transaction
from which the director derived an improper personal benefit.
Registrant's By-Laws exculpates and indemnifies the directors,
officers, employees, and agents of the registrant from and against
liabilities. Further the By-Laws also provides that the Registrant
shall indemnify to the full extent permitted under Nevada law any
director, officer employee or agent of Registrant who has served as a
director, officer, employee or agent or the Registrant or, at the
Registrant's request, has served as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or
other enterprise.
INDEMNIFICATION OF OFFICERS OR PERSONS CONTROLLING THE COMPANY FOR
LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933, IS HELD TO BE
AGAINST PUBLIC POLICY BY THE SECURITIES AND EXCHANGE COMMISSION AND IS
THEREFORE UNENFORCEABLE.
Item 25. Other Expenses of Issuance and Distribution.
Other expenses in connection with this offering which will be paid by
Village are estimated to be substantially as follows:
<TABLE>
Amount
Payable
Item By Company
<S> <C>
S.E.C. Registration Fees $ 323.54
Printing and Engraving Fees 2,500.00
Legal Fees 25,000.00
Accounting Fees and Expenses 2,500.00
Miscellaneous 2,500.00
Total $32,823.54
</TABLE>
The selling security holders will not pay any expenses in connection
with the offering.
Item 26. Recent Sales of Unregistered Securities.
During December 1999 and the first quarter of 2000, we issued an
aggregate of 855,500 common shares at a price of $.01 per share for an
aggregate of $8,555.
Jack Augsback 147,500
Jo Ann Augsback 15,000
Tammy L. Augsback 5,000
Authony Amrhein 5,000
Timothy Augsback 5,000
Terry L. Benavente 5,000
Jack Augsback as custodian
For Javier C. Benavente 2,500
Jack Augsback as custodian
Alexandria J. Benavente 2,500
Jack Augsback as custodian
Jeremy J. Benavente 2,500
Patricia A. Kelly 5,000
Todd J. Amrhein 5,000
Patrica A. Kelly as custodian
For Jeffrey Kely 1,000
Patrica A. Kelly as custodian
For Alicia Kelly 1,000
Edna Hockney 5,000
Debra L. Shaw 5,000
Debra L. Shaw as custodia
For Sara Shaw 1,000
Charito Augsback 2,500
Jack Augsback as custodian
For Donald Rodriguez 500
<PAGE>33
Jack Augsback as custodian
Jennifer Ramos 500
Jack Augsback as custodian
Theresa Augsback 500
Jack Augsback as custodian
For James Augsback 500
Janie Koch 2,500
Jack Augsback & Co. Ltd. 150,000
Jack Augsback & Assoc., Inc. 245,000
Mark V. Stys 52,500
Carolyn Stys 15,000
Mark V. Stys as custodian for
J. Robert Stys 5,000
Mark V. Stys as custodian for
Matthew R. Stys 5,000
Mark V. Stys as custodian for
Michael V. Stys 5,000
Cynthia Wilcox 500
Michael Wilcox 500
Cynthia Wilcox as custodian
For Sara Wilcox 500
Cynthia Wilcox as custodian
For Lindsay Wilcox 500
Michele O'Neill 500
Michele O'Neill as custodian
For Nicholas O'Heill 500
Glenn O'Neill 500
Anna Stys 500
Gerald Stys 500
Jeff Stys 500
Patricia Kachinsky 500
Robert Kachinsky 500
Amy Alessi 500
Nick Alessi 500
Beth O'Brien 500
Kevin O'Brien 500
Lisa Hickey 500
Lisa Hichey as custodian
For Jake Hickey 500
William Hickey 500
Jean De Menton 10,000
BMJ Partners 10,000
JHS Associates, Inc. 20,000
Phillip Lewis 50,000
Beverly Lewis 10,000
Brandon Lewis 5,000
Cheryl Lewis 5,000
Cheryl Lewis as custodian
For Dillon Lewis 2,000
Nancy Tomasetti 500
Sandra Tomasetti 500
Sandra Tomasetti as custodian
For Laura Gaston 250
Laura Rabin Miller 500
Laura Raybin Miller as custodian
For Adam Raybin 250
Barbara Levine 250
Ellen Mulcahy 500
Robert Mulcahy 250
Beth Mulcahy 250
Laura Raybin Miller as custodian
For Raquel Grando 250
Laura Raybin Miller as custodian
For Stacey Grando 250
Matthew Pirinea 500
John Bergonzi 250
Gerald Bergonzi 250
Geraldine Bergonzi 250
Gerald Bergonzi as custodian
For Giancario Bergonzi 250
Cheri C. Simon 5,000
Terri A. Messner 5,000
These sales were made pursuant to an exemption from registration
pursuant to Section 505 of Regulation D. Based on the relationship of
the investors to the officers and directors of Village, management
represents that these sales were made to not more than 35
<PAGE>34
nonsophisticated investors. No general solicitation was utilized.
The offering was approved and/or exempted by the required states and
the appropriate Form D was filed with the Securities and Exchange
Commission.
During December 1999, we agreed to issued 25,000 common shares to Jody
Walker as partial payment of services valued at $.01 per common share
of $2,500. This issuance was made pursuant to an exemption from
registration under Section 4(2) of the Securities Act of 1933. These
issuance was made to a sophisticated investor who had an ongoing
relationship with us.
Item 27. Exhibit Index.
<TABLE>
<S> <C>
(1) Not Applicable
(2) Not Applicable
(3) Articles of Incorporation dated November 23, 1999
(3.1) Bylaws
(4) Specimen certificate for common stock
(5) Consent and Opinion of Jody M. Walker regarding
legality of securities registered under this
Registration Statement and to the
references to such attorney in the prospectus filed
as part of this Registration Statement
(6) Not Applicable
(7) Not Applicable
(8) Not Applicable
(9) Not Applicable
(10) Not Applicable
(11) Not Applicable
(12) Not Applicable
(13) Not Applicable
(14) Not Applicable
(15) Not Applicable
(16) Not Applicable
(17) Not Applicable
(18) Not Applicable
(19) Not Applicable
(20) Not Applicable
(21) Not Applicable
(22) Not Applicable
(23) Not Applicable
(24) Consent of James E. Scheifley & Associates, P.C.
(25) Not Applicable
(26) Not Applicable
(27) Financial Data Schedule
(28) Not Applicable
</TABLE>
Item 28. Undertaking.
The undersigned registrant hereby undertakes:
(a)(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that
which was registered) and any deviation form the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, , the changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and
(iii) To include any additional or changed material information on the
plan of distribution.
(2) That, for the purpose of determining any liability under the
Securities Act, we shall treat each such post-effective amendment as a
new registration statement of the securities offered, and the offering
of the securities at that time shall be deemed to be the initial bona
fide offering.
<PAGE>35
(3) To file a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering.
(b) to supplement the prospectus, after the end of the subscription
period, to include the results of the subscription offer, the
transactions by the underwriters during the subscription period, the
amount of unsubscribed securities that the underwriters will purchase
and the terms of any later reoffering. If the underwriters make any
public offering of the securities on terms different from those on the
cover page of the prospecutus, we shall file a post-effective amendment
to state the terms of such offering.
(c) Not applicable.
(d) to 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.
(e) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the small business issuer pursuant to the
foregoing provisions, or otherwise, the small business issuer has been
advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.
<PAGE>36
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements of filing on Form SB-2 and authorized
this registration statement to be signed on its behalf by the
undersigned, in the City of West Palm Beach, State of Florida on the
18th day of March, 2000.
Village II Acquisition
Corporation
/s/Mark Stys
By: Mark Stys, President
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the
capacities and on the dates stated.
<TABLE>
Signature Capacity Date
<S> <C> <C>
/s/Mark Stys, Principal Executive Officer March 18, 2000
- --------------- Director
Mark Stys
/s/ Jack Augsback Principal Financial Officer March 18, 2000
- ------------------- Controller Director
Jack Augsback
/s/Carolyn Stys Secretary/Director March 18, 2000
- ---------------------
Carolyn Stys
</TABLE>
<PAGE>75
FILED
SECRETARY OF STATE
DIVISION OF CORPORATIONS
99 NOV 23 PM 2: 51
ARTICLES OF INCORPORATION
OF
VILLAGE II ACQUISITION CORPORATION
The undersigned incorporator hereby forms a corporation under Chapter 607
of the laws of the State of Florida.
ARTICLE I. NAME
The name of the corporation shall be:
VILLAGE II ACQUISITION CORPORATION
The address of the principal office of this corporation shall be 580
Village Boulevard, Suite 140, West Palm Beach, Florida 33409, and the
mailing address of the corporation shall be the same.
ARTICLE II. NATURE OF BUSINESS
This corporation may engage or transact in any or all lawful activities or
business permitted under the laws of the United States, the State of
Florida or any other state, country, territory or nation.
ARTICLE III. CAPITAL STOCK
The maximum number of shares of stock that this corporation is authorized
to have outstanding at any one time is 100,000,000 shares of common stock
having no par value per share, and 50,000,000 shares of preferred stock
having no par value per share.
ARTICLE IV. REGISTERED AGENT
The street address of the initial registered office of the corporation
shall be 580 Village Boulevard, Suite 140, West Palm Beach, Florida 33409,
and the initial registered agent of the corporation at that address is
Jack Augsback.
ARTICLE V. TERM OF EXISTENCE
This corporation is to exist perpetually.
ARTICLE VI. DIRECTORS
All corporate powers shall be exercised by or under the authority of, and
the business and affairs of the corporation managed under the direction of
its Board of Directors, subject to any limitation set forth in these
Articles of Incorporation. This corporation shall have three Directors,
initially. The names and addresses of the initial members of the Board of
Directors are:
Jack Augsback 403 0 Street
Dir. Lake Worth, Florida 33460
Mark Stys 18457 S.E. Heritage Oaks Lane
Dir. Jupiter, Florida 33469
Carolyn Stys 18457 S.E. Heritage Oaks Lane
Dir. Jupiter, Florida 33469
ARTICLE VII. INCORPORATOR
The name and street address of the incorporator to these Articles of
Incorporation:
The Company Corporation
1013 Centre Road
Wilmington, Delaware 19805
The undersigned incorporator has executed these
Articles of Incorporation on November 23, 1999.
Its Incorporator, Laura r Dunlap
<PAGE>38
FILED
SECRETARY OF STATE
DIVISION OF CORPORATIONS
99 NOV 23 PM 2: 51
ACCEPTANCE OF REGISTERED AGENT.
DESIGNATED IN THE ARTICLES OF INCORPORATION
Jack Augsback, an individual residing in this
state, having a business office identical with the registered office of
the corporation named below, and having been designated as the Registered
Agent in the above and foregoing Articles of Incorporation of:
VILLAGE II ACQUISITION CORPORATION
Jack Augsback is familiar with and accepts the obligations of the position
of Registered Agent under Section 607.0505, Florida Statutes.
By:
Typed Name: Jack Augsback
<PAGE>39
BYLAWS
OF
Village II Acquisition Corporation
(a Florida corporation)
ARTICLE I
SHAREHOLDERS
1. SHARE CERTIFICATES. Certificates evidencing fully-paid shares of the
corporation shall set forth thereon the statements prescribed by Section
607.0625 of the Florida Business Corporation Act ("Business Corporation
Act") and by any other applicable provision of law, must be signed, either
manually or in facsimile, by any one of the following officers: the
President, a Vice President, the Secretary, an Assistant Secretary, the
Treasurer, an Assistant Treasurer, or by any officer designated by the
Board of Directors, and may bear the corporate seal or its facsimile. If
the person who signed, either manually or in facsimile, a share
certificate no longer holds office when the certificate is issued, the
certificate is nevertheless valid.
2. FRACTIONAL SHARES OR SCRIP. The corporation may: issue fractions of a
share or pay in money the fair value of fractions of a share; make
arrangements, or provide reasonable opportunity, for any person entitled
to or holding a fractional interest in a share to sell such fractional
interest or to purchase such additional fractional interests as may be
necessary to acquire a full share; and issue scrip in registered or bearer
form, over the manual or facsimile signature of an officer of the
corporation or its agent, entitling the holder to receive a full share
upon surrendering enough scrip to equal a full share. Each certificate
representing scrip must be conspicuously labeled "scrip" and must contain
the information required by of Section 607.0625 of the Business
Corporation Act. The holder of a fractional share is entitled to exercise
the rights of a shareholder, including the right to vote, to receive
dividends, and to participate in the assets of the corporation upon
liquidation. The holder of scrip is not entitled to any of these rights
unless the scrip provides for them. The Board of Directors may authorize
the issuance of scrip subject to any condition considered desirable,
including (a) that the scrip will become void if not exchanged for full
shares before a specified date; and (b) that the shares for which the
scrip is exchangeable may be sold and the proceeds paid to the
scripholders.
3. SHARE TRANSFERS. Upon compliance with any provisions restricting the
transferability of shares that may be set forth in the articles of
incorporation, these Bylaws, or any written agreement in respect thereof,
transfers of shares of the corporation shall be made only on the books of
the corporation by the registered holder thereof, or by his attorney
thereunto authorized by power of attorney duly executed and filed with the
Secretary of the corporation, or with a transfer agent or a registrar and
on surrender of the certificate or certificates for such shares properly
endorsed and the payment of all taxes thereon, if any. Except as may be
otherwise provided by law or these Bylaws, the person in whose name shares
stand on the books of the corporation shall be deemed the owner thereof
for all purposes as regards the corporation; provided that whenever any
transfer of shares shall be made for collateral security, and not
absolutely, such fact, if known to the Secretary of the corporation, shall
be so expressed in the entry of transfer.
4. RECORD DATE FOR SHAREHOLDERS. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of
shareholders to demand a special meeting, or to take any other action, the
Board of Directors, of the corporation may fix a date as the record date
for any such determination of shareholders, such date in any case to be
not more than seventy days before the meeting or action requiring such
determination of shareholders. A determination of shareholders entitled
to notice of or to vote at a shareholders' meeting is effective for any
adjournment of the meeting unless the Board of Directors fixes a new
record date, which it must do if the meeting is adjourned to a date more
than one hundred twenty days after the date fixed for the original
meeting.
5. MEANING OF CERTAIN TERMS. As used herein in respect of the right to
notice of a meeting of shareholders or a waiver thereof or to participate
or vote thereat or to consent or dissent in writing in lieu of a meeting,
as the case may be, the term "share" or "shares" or "shareholder" or
"shareholders" refers to an outstanding share or shares and to a holder or
<PAGE>40
holders of record of outstanding shares when the corporation is authorized
to issue only one class of shares, and said reference is also intended to
include any outstanding share or shares and any holder or holders of
record of outstanding shares of any class upon which or upon whom the
articles of incorporation confer such rights where there are two or more
classes or series of shares or upon which or upon whom the Business
Corporation Act confers such rights notwithstanding that the articles of
incorporation may provide for more than one class or series of shares, one
or more of which are limited or denied such rights thereunder.
6. SHAREHOLDER MEETINGS.
- - TIME. The annual meeting shall be held on the date fixed from time to
time by the directors. A special meeting shall be held on the date fixed
from time to time by the directors except when the Business Corporation
Act confers the right to call a special meeting upon the shareholders.
- - PLACE. Annual meetings and special meetings shall be held at such place
'in or out of the State of Florida as the directors shall from time to
time fix.
- - CALL. Annual meetings may be called by the directors or the Chairman of
the Board of Directors, the Vice Chairman of the Board of Directors, the
President, or the Secretary or by any officer instructed by the directors
or the President to call the meeting. Special meetings may be called in
like manner.
- - NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE. The corporation
shall notify shareholders of the date, time, and place of each annual and
special shareholders' meeting. Such notice shall be no fewer than ten nor
more than sixty days before the meeting date. Unless the Business
Corporation Act or the articles of incorporation require otherwise, notice
of an annual meeting need not include a description of the purpose or
purposes for which the meeting is called. Notice shall be given in the
manner provided in Section 607.0141 of the Business Corporation Act, by or
at the direction of the President, the Secretary, or the officer or
persons calling the meeting. Notice of a special meeting must include a
description of the purpose or purposes for which the meeting is called.
Unless the Business Corporation Act or the articles of incorporation
require otherwise, the corporation is required to give notice only to
shareholders entitled to vote at the meeting. A shareholder may waive any
notice required by the Business Corporation Act, the articles of
incorporation, or the Bylaws before or after the date and time stated in
the notice. The waiver must be in , be signed by the shareholder entitled
to the notice, and be delivered to the corporation for inclusion in the
minutes or filing with the corporate records. A shareholder's attendance
at a meeting waives objection to lack of notice or defective notice of the
meeting, unless the shareholder at the beginning of the meeting objects to
holding the meeting or transacting business at the meeting; or waives
objection to consideration of a particular matter at the meeting that is
not within the purpose or purposes described in the meeting notice, unless
the shareholder objects to considering the matter when it is presented.
- - VOTING LIST FOR MEETING. After fixing a record date for a meeting, the
corporation shall prepare an alphabetical list of the names of all its
shareholders who are entitled to notice of a shareholders' meeting,
arranged by voting group, with the address of and number and class and
series, if any of shares held by each shareholder. The shareholders' list
must be available for inspection by any shareholder, for a period of ten
days prior to the meeting or such shorter time as exists between the
record date and the meeting and continuing through the meeting at the
corporation's principal office, or at a place identified in the meeting
notice in the city where the meeting will be held, or at the office of the
corporation's transfer agent or registrar. A shareholder, his agent or
attorney is entitled on written demand to inspect the list subject to the
requirements of Section 607.1602(3) of the Business Corporation Act, to
copy the list, during regular business hours and at his expense, during
the period it is available for inspection. The corporation shall make the
shareholders' list available at the meeting, and any shareholder, or his
agent or attorney is entitled to inspect the list at any time during the
meeting or any adjournment.
- - CONDUCT OF MEETING. Meetings of the shareholders shall be presided over
by one of the following officers in the order of seniority and if present
and acting - the Chairman of the Board, if any, the Vice Chairman of the
Board, if any, the President, a Vice President, if any, or, if none of the
foregoing is in office and present and acting, by a chairman to be chosen
by the shareholders. The Secretary of the corporation, or in his absence,
<PAGE>41
an Assistant Secretary, shall act as secretary of every meeting, but, if
neither the Secretary nor an Assistant Secretary is present, the chairman
of the meeting shall appoint a secretary of the meeting.
- - PROXY REPRESENTATION. A shareholder may appoint a proxy to vote or
otherwise act for him by signing an appointment form, either personally or
by his attorney-in-fact. An appointment of a proxy is effective when
received by the Secretary or other officer or agent authorized to tabulate
votes. An appointment is valid for up to eleven months, unless a longer
period is expressly provided in the appointment form. An appointment of a
proxy is revocable by the shareholder unless the appointment form
conspicuously states that it is irrevocable and the appointment is coupled
with an interest.
- - SHARES HELD BY NOMINEES. The corporation may establish a procedure by
which the beneficial owner of shares that are registered in the name of a
nominee is recognized by the corporation as the shareholder. The extent
of this recognition may be determined in the procedure.
- - QUORUM. Unless the articles of incorporation or the Business
Corporation Act provides otherwise, a majority of the votes entitled to be
cast on a matter by a voting group constitutes a quorum of that voting
group for action on that matter. Shares entitled to vote as a separate
voting group may take action on a matter at a meeting only if a quorum of
those shares exists with respect to that matter. Once a share is
represented for any purpose at a meeting, it is deemed present for quorum
purposes for the remainder of the meeting and for any adjournment of that
meeting unless a new record date is or must be set for that adjourned
meeting.
- - VOTING. Directors are elected by a plurality of the votes cast by the
shares entitled to vote in the election at a meeting at which a quorum is
present. If a quorum exists, action on a matter, other dm the election of
directors, by a voting group is approved if the votes cast within the
voting group favoring the action exceed the votes cast opposing the
action, unless the articles of incorporation or the Business Corporation
Act requires a greater number of affirmative votes.
7. ACTION WITHOUT MEETING. Unless otherwise provided in the articles of
incorporation, action required or permitted by the provisions of the
Business Corporation Act to be taken at an annual or special meeting of
shareholders may be taken without a meeting, without prior notice, and
without a vote if the action is taken by the holders of outstanding stock
of each voting group entitled. to vote thereon having not less than the
minimum number of votes with respect to each voting group that would be
necessary to authorize or take such action at a meeting at which all
voting groups and shares entitled to vote thereon were present and voted.
In order to be effective the action must be evidenced by one or more
written consents describing the action taken, dated and signed by
approving shareholders having the requisite number of each voting group
entitled to vote thereon, and delivered to the corporation by delivery to
its principal office in the State of Florida its principal place of
business, the corporate Secretary, or another officer or agent of the
corporation having custody of the book in which proceedings of meetings of
shareholders are recorded. No written consent shall be effective to take
the corporate action referred to therein, unless within sixty days of the
date of the earliest dated consent delivered 'in the manner required by
Section 607.0704 of the Business Corporation Act, written consents signed
by holders of shares having the number of votes required to take action
are delivered to the corporation by delivery as set forth in Section
607.0704 of the Florida Business Corporation Act. Action under this
paragraph be subject to the requirements of Section 607.0704 of the
Business Corporation Act.
ARTICLE II
BOARD OF DIRECTORS
1. FUNCTIONS GENERALLY - COMPENSATION. All corporate powers shall be
exercised by or under the authority of, and the business and affairs of
the corporation managed under the direction of, a Board of Directors. The
Board may fix the compensation of directors.
2. QUALIFICATIONS AND UMBER. A director need not be a shareholder, a
citizen of the United States, or a resident of the State of Florida. The
initial Board of Directors shall consist of 3 persons, which shall be the
number of directors until changed. Thereafter, the number of directors
shall not be less than 5 nor more than 1 5 . The number of directors may
<PAGE>42
be fixed, or changed from time to time by the shareholders. If not so
fixed, the number shall be 9 . The number of directors shall never be less
than one.
TERMS AND VACANCIES. The terms of the initial directors of the
corporation expire at the first shareholders' meeting at which directors
are elected. The terms of all other directors expire at the next annual
shareholders' meeting following their election. A decrease in the number
of directors does not shorten an incumbent director's term. The term of a
director elected to fill a vacancy expires at the next shareholders'
meeting at which directors are elected. Despite the expiration of a
director's term, the director continues to serve until his successor is
elected and qualifies or until there is a decrease in the number of
directors. Whenever a vacancy occurs on the Board of Directors, including
a vacancy resulting from an increase in the number of directors, it may be
filled by the affirmative vote of a majority of the remaining directors,
though less than a quorum of the Board of Directors, or by the
shareholders, unless the articles of incorporation provide otherwise.
4. MEETINGS.
- - TIME. Meetings shall be held at such time as the Board shall fix,
except that the first meeting of a newly elected Board shall be held as
soon after its election as the directors may conveniently assemble.
- - PLACE. The Board of Directors may hold regular or special meetings in
or out of the State of Florida at such place as shall be fixed by the
Board.
- - CALL. No call shall be required for regular meetings for which the time
and place have been fixed. Special meetings may be called by or at the
direction of the Chairman of the Board, if any, the Vice Chairman of the
Board, if any, of the President or of a majority of the directors in
office.
- - NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. Regular meetings of the Board
of Directors may be held without notice of the date, time, place, or
purpose of the meeting. Written, or oral, notice of the time and place
shall be given for special meetings in sufficient time for the convenient
assembly of the directors thereat. The notice of a special meeting need
not describe the purpose of the meeting. Notice of a meeting of the Board
of Directors need not be given to any director who signs a waiver of
notice either before or after the meeting. Attendance of a director at a
meeting shall constitute a waiver of notice of such meeting and a waiver
of any and all objection to the place of the meeting, the time of the
meeting, or the manner in which it has been called or convened, except
when a director states, at the beginning of the meeting or promptly upon
arrival at the meeting, any objection to the transaction of business
because the meeting is not lawfully called or convened.
- - QUORUM AND ACTION. A quorum of the Board of Directors consists of a
majority of the number of directors prescribed in or fixed in accordance
with these Bylaws. If a quorum is present when a vote is taken, the
affirmative vote of a majority of directors present is the act of the
Board of Directors. The Board of Directors may pen-nit any or all
directors to participate in a regular or special meeting by, or conduct
the meeting through use of, any means of communication by which all
directors participating may simultaneously hear each other during the
meeting. A director participating in a meeting by this means is deemed to
be present in person at the meeting.
- - CHAIRMAN OF THE MEETING. Meetings of the Board of Directors shall be
presided over by the following directors in the order of seniority and if
present and acting - the Chairman of the Board, if any, the Vice Chairman
of the Board, if any, the President, or any other director chosen by the
Board.
5. REMOVAL OF DIRECTORS. The shareholders may remove one or more
directors with or without cause pursuant to the provisions of Section
607.0808 of the Business Corporation Act.
6. COMMITTEES. The Board of Directors by resolution adopted by a majority
of the full Board of Directors, may designate from among its members an
executive committee and one or more other committees each of which, to the
extent provided in such resolution or in the articles of incorporation or
the Bylaws, shall have and may exercise all the authority of the Board of
Directors, except such authority as may not be delegated under the
Business Corporation Act. Each committee may have two or more members,
<PAGE>43
who serve at the of the Board of Directors. The provisions of Sections
607.0822, 607.0823, and 607.0824 of the Business Corporation Act, which
govern meetings, notice and waiver of notice, and quorum and voting
requirements, apply to committees and their members as well.
7. ACTION WITHOUT MEETING. Action required or permitted by the Business
Corporation Act to be taken at a Board of Directors' meeting or committee
meeting may be taken without a meeting if the action is taken by all
members of the Board or of the committee. The action must be evidenced by
one or more written consents describing the action taken, signed by each
director or committee member. Action taken under this paragraph is
effective when the last director signs the consent, unless the consent
specifies a different effective date.
ARTICLE III
OFFICERS
The corporation shall have a President, and a Secretary, and such other
officers as may be deemed necessary, who may be appointed by the
directors. The same individual may simultaneously hold more than one
office in the corporation.
A duly appointed officer may appoint one or more officers or assistant
officers if authorized by the Board of Directors.
Each officer of the corporation has the authority and shall perform the
duties prescribed by the Board of Directors or by direction of an officer
authorized by the Board of Directors to prescribe the duties of other
officers; provided, that the Secretary shall have the responsibility for
preparation and custody of minutes of the directors' and shareholders'
meetings and for authenticating records of the corporation.
The Board of Directors may remove any officer at any time with or without
cause.
ARTICLE IV
REGISTERED OFFICE AND AGENT
The address of the initial registered office of the corporation and the
name of the initial registered agent of the corporation are set forth in
the original articles of incorporation.
ARTICLE V
CORPORATE SEAL
The corporate seal shall have inscribed thereon the name of the
corporation and shall be in such form and contain such other words and/or
figures as the Board of Directors shall determine or the law require.
ARTICLE VI
FISCAL YEAR
The fiscal year of the corporation shall be fixed, and shall be subject to
change, by the Board of Directors.
ARTICLE VII
CONTROL OVER BYLAWS
The Board of Directors may amend or repeal these Bylaws unless the
articles of incorporation or the Business Corporation Act reserves this
power exclusively to the shareholders in whole or in part, or the
shareholders in amending or repealing the Bylaws generally or a particular
Bylaw provision provide expressly that the Board of Directors may not
amend or repeal the Bylaws, generally or that Bylaw provision. The
shareholders may amend or repeal these Bylaws even though the Bylaws may
also be amended or repealed by tile Board of Directors. No pro-vision of
this Article shall be construed as purporting to negate the requirements
of Section 607.1201 of the Business Corporation Act.
I HEREBY CERTIFY that the foregoing is a full, true, and correct copy of
the Bylaws of Village II Acquisition Corp., a corporation of the State of
Florida, as in effect on the date hereof.
WITNESS my hand and the seal of the corporation.
Dated: 12/7/99
Secretary of
Village II Acquisition Corp.
(SEAL)
<PAGE>44
City of West Palm Beach, FL
County of Palm Beach
December 7,1999
WRITTEN CONSENT
OF
INCORPORATOR TO
ORGANIZATIONAL ACTION
OF
Village II Acquisition Corporation
Under Section 607.0205 of the Florida Business Corporation Act
(Incorporated 11/23,1999
The following action is taken this day through this instrument by the
incorporator of the above-named corporation.
1. The adoption of the initial Bylaws for the corporation.
2. The election of the following person[s] to serve as the
directors of the corporation until the first shareholders' meeting at
which directors are elected:
Jack Augsback, Incorporator
<PAGE>45
Jody M. Walker
7841 South Garfield Way
Littleton, Colorado 80122
Telephone (303) 850-7637
Facsimile (303) 220-9902
March 18, 2000
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Dear Sirs:
Re: OPINION RE: LEGALITY AND CONSENT OF COUNSEL TO USE OF NAME IN
THE REGISTRATION STATEMENT ON FORM SB-2 OF VILLAGE II ACQUISITION
CORPORATION
I am securities counsel for the above mentioned Company and I have
prepared the registration statement on Form SB-2 and any amendments. I
hereby consent to the inclusion and reference of my name and to a
discussion of the opinion in the prospectus and the reproduction of the
opinion in an exhibit in the Registration Statement on Form SB-2 and
any amendments for Village II Acquisition Corporation.
It is my opinion that the securities of Village II Acquisition
Corporation and those which are registered with the Securities and
Exchange Commission pursuant to Form SB-2 Registration Statement of
Village II Acquisition Corporation have been legally issued and will
be, when sold, legally issued, fully paid and non-assessable.
Yours very truly,
/s/Jody M. Walker
Jody M. Walker
<PAGE>46
INDEPENDENT AUDITOR'S CONSENT
We do hereby consent to the use of our report dated February 16, 2000
on the financial statements of Village II Acquisition Corporation
included in and made part of the registration statement of Village II
Acquisition Corporation dated March 18, 2000.
March 18, 2000
/s/ James E. Scheifley & Associates, PC
Certified Public Accountant
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<PERIOD-END> DEC-31-1999
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<RECEIVABLES> 0
<ALLOWANCES> 0
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<COMMON> 8,550
0
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<TOTAL-LIABILITY-AND-EQUITY> 0
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<INCOME-PRETAX> (550)
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