AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION
ON March 12, 2000
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1/A
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Bighard.com, Inc.
(Exact name of Registrant as Specified in its Charter)
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Wyoming 1541 11-3501391
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
P.O. Box 364,
Kings Park,
New York,
zip code 11754-0364
Tele # (631) 360-1557
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
Registered Agency Services, Inc.
19912 Capitol Avenue,
Cheyenne,
WY, zip code 82001
Tele # (307)-632-1103
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPIES OF ALL COMMUNICATIONS TO:
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Registered Agency Services, Inc. John Mecca
19912 Capitol Avenue, P.O. Box 364,
Cheyenne, Kings Park,
WY, zip code 82001 New York, zip 11754-0364
Tele # (307)-632-1103 Tele # (631) 360-1557
"Secretary of State of Wyoming", "Fleet Bank",
Cheyenne, 1209 St. Johnland Road,
200 West 24th Street, Kings Park,
State Capitol Room 109, N.Y., zip code 11754,
zip code 82002
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED
SALE TO THE PUBLIC: As soon as practicable after the effective date of
this Registration Statement. 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. { }
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. { } ____________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. { } ____________
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. { } ____________
If delivery of the prospectus is expected to be made pursuant to Rule
434, check the following box. { } ____________
Information herein is subject to completion or amendment. A registration
statement relating to these securities has been filed with the Securities and
Exchange Commission. These securities may not be sold nor may an offer
to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy or shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any
such state.
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 THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE
COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY
DETERMINE.
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS March 20, 2000.
You should rely only on the information contained in this prospectus
wholly represented in its entirety by the following body of information,
furthermore this document will be available in full for review by all persons,
and or entities being solicited to purchase shares of stock of any type
during the duration of this offering; furthermore there shall be a complete
disclosure of this document to any and all persons and entities being
solicited without using seperate prospectus of selective information for
presentation . The Company has not authorized anyone to provide you
with the information different from that contained in this prospectus.
The Company is offering to sell, and seeking offers to purchase, shares
of the Company's common stock only in jurisdictions where offers and
sales are permitted. The information contained in this prospectus is
accurate only as of the date of this prospectus, regardless
of the time of delivery of this prospectus or any
sale of the.......................................Company's common stock.
ONLY RESIDENTS OF THOSE STATES IN WHICH THE SHARES
HAVE BEEN QUALIFIED FOR SALE UNDER APPLICABLE
SECURITIES OR BLUE SKY LAWS MAY PURCHASE SHARES IN
THISOFFERING. EACH POTENTIAL INVESTOR WILL BE
REQUIRED TO EXECUTE A UNIVERSAL ORDER FORM WHICH,
AMONG OTHER THINGS, REQUIRES THE POTENTIAL INVESTOR
TO CERTIFY HIS OR HER STATE OF RESIDENCE. A POTENTIAL
INVESTOR WHO IS A RESIDENT OF A STATE OTHER THAN A
STATE IN WHICH THE SHARES HAVE BEEN QUALIFIED FOR
SALE MAY REQUEST THAT THE COMPANY REGISTER THE
SHARES IN THE STATE IN WHICH SUCH INVESTOR RESIDES.
HOWEVER, THE COMPANY IS UNDER NO OBLIGATION TO
DO SO, AND MAY REFUSE ANY SUCH REQUEST.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION
OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO
THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD
NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME
THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS
PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE
BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH
SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL
PRIOR TO
REGISTRATION OR QUALIFICATION UNDER THE SECURITIES
LAWS OF ANY SUCH STATE. SUBJECT TO COMPLETION -- DATED
MARCH 20, 2000
ENFORCEABILITY OF CIVIL LIABILITIES
UNDER UNITED STATES FEDERAL SECURITIES LAWS
Bighard.com, Inc. Bighard.com, Inc. may be served with process in the
United States with respect to actions against it arising out of or in
connection with violations of United States federal securities laws relating
to offers and sales of Common Shares made hereby by serving:
(Registered Agency Services, Inc.
19912 Capitol Avenue,
Cheyenne,
WY, zip code 82001
Tele # (307)-632-1103), its United States agent irrevocably appointed
for that purpose.
Inspection of Corporate Records. Members of the general public have
the right to inspect the public documents of the Company available at the
office of:
"Secretary of State of Wyoming",
Cheyenne,
200 West 24th Street,
State Capitol Room 109,
zip code 82002
The information contained in this S-1 filing constitutes the actual content
of the prospectus for investors to review; there will be no commissions of
any kind. Hence the document S-1 as filed with the SEC is the prospectus.
Titles and Subtitles.
are for convenience of reference only and are not to be considered in
construing this Agreement.
Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one instrument.
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following is a list of the estimated expenses to be incurred by the
Registrant (the "Company") in connection with the offering of the Common
Stock having an discretionary and unspecified dividend per share. All
amounts shown are estimates (except the Securities and Exchange
Commission registration fee).
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EXPENSE AMOUNT
Securities and Exchange Commission registration fee.....$____528______
Printing and engraving expenses..........................______0______
Legal fees (not including expenses)......................______0______
Accounting fees and expenses.............................______0______
Exchange agent fees......................................______0______
Miscellaneous expenses...................................______0______
Total..................................................$ ____528_______
____________________________
TABLE OF CONTENTS INDEX
____________________________
Enforceability of Civil Liabilities under.................................
United States Federal Securities Laws.....................................
Expenses..................................................................
Table of Contents.........................................................
Independent Auditors Consent..............................................
(B) Financial Statement Schedules and Analysis
as related to Regulations S-K and S-X.....................................
Prospectus Summary........................................................
The Company and Competition...............................................
Plan of Operation.........................................................
Offering Duration.........................................................
Failure of the Offering...................................................
The Offering..............................................................
Risk Factors..............................................................
Use of Proceeds...........................................................
Debt......................................................................
Corporation Bank Account..................................................
Assets....................................................................
Capitalization............................................................
Dividend Policy...........................................................
Description of securities.................................................
Dilution..................................................................
Plan of distribution......................................................
Subscription Qualifying of Investors......................................
Dissolution...............................................................
Unaudited Pro Forma Consolidated Balance Sheet............................
Tranfer Agent.............................................................
Indemnification of Officers and Directors.................................
Management's Discussion and Analysis of
Financial Condition and Plan of Operations
as related to Regulations S-K.............................................
Current Business of the Company...........................................
Part II of Form S-1 Information and Exhibits..............................
Property..................................................................
Business..................................................................
Management................................................................
Principal Stockholders....................................................
Certain Relationships and Related Party Transactions.....................
Book value formula.
Direct Sales .............................................................
Underwriting..............................................................
Certain Tax Considerations................................................
Legal Matters.............................................................
Experts...................................................................
Limitations on Transfer of Shares.........................................
Stock Purchase Agreement and Signature Page...............................
Additional Information....................................................
Articles of Correction to Articles of Incorporation.......................
License to use patented property..........................................
For further information with respect to the Company, make reference to
the registration statement and schedules filed therewith as mentioned below.
-------------------------
* Filed herewith.
INDEPENDENT AUDITORS' CONSENT
To the Board of Directors
and Stockholders
Bighard.com Incorporated
We consent to the reference to our firm under the caption "Experts" and
to the use of our report dated July 14, 2000 with respect to the financial
statements of Bighard.com Incorporated included in the Prospectus of
Bighard.com Incorporated that is made a part of the Registration Statement.
Linder & Linder
Certified Public Accountants
Dix Hills, New York
July 16 , 2000
By: /s/ Linder & Linder
-------------------------------
(B) FINANCIAL STATEMENT SCHEDULES
BIGHARD.COM INCORPORATED
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
JUNE 30, 2000
BIGHARD.COM INCORPORATED
(A Development Stage Company)
FINANCIAL STATEMENTS
JUNE 30, 2000
TABLE OF CONTENTS
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Independent Auditors' Report (i)
Financial Statements
Balance Sheet (ii)
Statement of Operations (iii)
Changes in Stockholders' Equity (iv)
Statement of Cash Flows (v)
Notes to Financial Statements (vi)-(vii)
To the Board of Directors and Shareholders
Bighard.com Incorporated
(a Development Stage Company)
We have audited the accompanying balance sheet of Bighard.com Incorporated
(a Development Stage Company) as of June 30, 2000, and the related
statements of operations, changes in stockholders' equity and cash flows
for the period March 20, 2000 (inception) to June 30, 2000. These f
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 Bighard .com Incorporated
(a Development Stage Company) at June 30, 2000 and the results of its
operations, changes in stockholders' equity and its cash flows for the period
March 20, 2000 (inception) to June 30, 2000 in conformity with generally
accepted accounting principles.
As discussed in Note 1, the Company has been in the development stage
since its inception on March 20, 2000. Realization of a major portion
of the assets is dependent upon the Company's ability to meet its future
financing requirements, and the success of future operations. These
factors raise substantial doubt about the Company's ability to continue
as a going concern.
Linder & Linder
Certified Public Accountants
Dix Hills, NY
July 14, 2000
BIGHARD.COM INCORPORATED
(A Development Stage Company)
BALANCE SHEET
JUNE 30, 2000
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ASSETS
Current Assets
Cash $ 50
Total Current Assets 50
Other Assets
Deferred registration costs 1,500
Patent cost - net of accumulated
amortization of $167 1,833
Total Other Assets 3,333
Total Assets $ 3,383
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accrued expenses $ 900
Due to officer 812
Total Current Liabilities 1,712
Stockholders' Equity
Common stock, no par value; authorized
unlimited shares, issued and outstanding
60,000 shares 2,050
Deficit accumulated during
the development stage (379)
Total Stockholders' Equity 1,671
Total Liabilities and
Stockholders' Equity $ 3,383
See accompanying auditors' report and notes
to financial statements.
BIGHARD.COM INCORPORATED
(A Development Stage Company)
STATEMENT OF OPERATIONS FOR THE PERIOD
MARCH 20, 2000 (INCEPTION) TO JUNE 30, 2000
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Revenues $ -
Operating expenses
Start up expenses 212
Amortization 167
Total Expenses 379
Net Loss $ (379)
Earnings per common share
Basic and fully dilutive $ (.01)
Weighted average number of
common shares outstanding 60,000
See accompanying auditors' report and
notes to financial statements.
BIGHARD.COM INCORPORATED
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD MARCH 20, 2000 (INCEPTION) TO JUNE 30, 2000
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Common Deficit
Stock Accumulated
Shares Amount
Issuance of common stock
for cash and patent 60,000 $ 2,050 $ -
Net loss - 1999 - (379)
Balance - April 30, 2000 60,000 $ 2,050 $ (379)
See accompanying auditors' report and notes
to financial statements.
BIGHARD.COM INCORPORATED
(A Development Stage Company)
STATEMENT OF CASH FLOWS
FOR THE PERIOD MARCH 20, 2000
(INCEPTION) TO JUNE 30, 2000
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Cash Flows From Operating Activities
Net loss $ (379)
Adjustment to reconcile net income to net
cash flows from operating activities
Amortization 167
Changes in operating assets and
liabilities Increase (decrease) in
liabilities
Accrued expenses 900
Cash Flows Provided By Operating
Activities 688
Cash Flows From Investing Activities
Acquisition of deferred
registration costs (1,500)
Cash Flows Used By Investing
Activities (1,500)
Cash Flows From Financing Activities
Sale of common stock 50
Due to officer 812
Cash Flows Provided By Financing
Activities 862
Net Increase In Cash 50
Cash, Beginning 0
Cash, End $ 50
Non Cash investing and Financing
Transactions:
Patent contributed with the issuance
of common stock $ 2,000
See accompanying auditors' report and notes
to financial statements.
BIGHARD.COM INCORPORATED
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000
Note 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies
of Bighard. com Incorporated, (the "Company")
(a development stage company), is presented to
assist in understanding the Company's financial
statements. The financial statements and notes
are representations of the Company's management
who is responsible for their integrity and
objectivity. These accounting policies conform
to generally accepted accounting principles and
have been consistently applied in the preparation
of the financial statements.
Nature of Operations
The Company was incorporated under the laws of
the State of Wyoming in March 2000 and has been
in the development stage since formation on
March 20, 2000. Operations are primarily devoted
to raising capital, obtaining financing,
advertising and administrative functions.
The Company intends to establish itself as a
manufacture of goods that fabricate various
building and industrial products through the
use of patented foam wall technology.
Cash and Cash Equivalents
For the purposes of the statement of cash flows,
the Company considers all short-term debt
securities purchased with a maturity of three
months or less to be cash equivalents.
Intangibles
Costs associated with the raising of capital
are deferred and offset against the proceeds
received from successful private placements
or public offerings. The cost of patent,
which was contributed to capital by the
Company's shareholder/officer, is being
amortized on the straight-line method over
a five year period.
BIGHARD.COM INCORPORATED
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000
Note 1 - SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (Continued)
Concentration of Credit Risk
The Company places its cash with a financial institution which management
considers to be of high quality; however, at times such deposits may be in
excess of the Federal Deposit Insurance Corporation insurance limit.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.
Earnings Per Share
Earnings per amounts are based on the weighted average number of shares
outstanding. Potential common stock equivalents have not been included in
the earnings per share computation because of their anti-dilutive effect.
Linder & Linder
Certified Public Accountants
Dix Hills, New York
July 14 , 2000
By: /s/ Linder & Linder
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PROSPECTUS SUMMARY
The following summary information is qualified in its entirety by the
detailed information and financial statements appearing elsewhere in this
prospectus. See "Risk Factors" for a discussion of certain factors that should
be considered in connection with an investment in the common stock
offered hereby. In consideration of "RISK" to the investor of losing their
entire investment Bighard.com, Inc hereby known as the company candidly
admits that there may be substantial difficulty in overcomming the may
difficulties a new company faces to become profitable, indeed there will be
serious difficulties with its survival in a fiercely competitive marketplace
where large ccompanies may act in unison to secure virtual monopolies. All
that is promised is to give it the best effort possible with the resources
aquired as a result of this offering!
The following summary is qualified in its entirety by, and should be
read in conjunction with all the information included elsewhere in this
Prospectus. Unless the context otherwise requires, references herein to the
"Company" means Bighard.com, Inc. ("Bighard.com, Inc."). Bighard.com, Inc.
expects to conduct substantially all of its operations. Bighard.com, Inc. in
New York until financial conditions allow establishment in Wyoming; the
company was incorporated in March 2000. In this Prospectus, amounts are
expressed in United States dollars unless expressly indicated otherwise.
The financial statements contained herein have been prepared in accordance
with United States generally accepted accounting principles ("GAAP").
THE COMPANY
Bighard.com, Inc. (the "Company") was formed to provide specialized
manufactured goods to governments, large, medium and small businesses,
retail, and wholesale establishments. The primary business of the Company
will be to provide a cost effective, expedient, and efficient means of
fabricating various building and industrial products through the use of
patented foam wall technology. This foam wall technology has the unique
ability to lend itself to a myriad number of uses in many industries.
Below is a list of 30+ industries this technology may compete directly with.
It may revolutionize Building "New Cities on Earth and Rebuilding Old Ones
" Colonize Space, the moon, mars and beyond.
FORWARD LOOKING STATEMENTS DESCRIPTION
This prospectus contains "forward looking statements." These statements
may include statements regarding: the Company's business plan; plans for
hiring additional personnel; acquiring a broker/dealer; adequacy of anticipated
sources of funds, including the proceeds from this offering; and other
statements regarding the plans of the Company, and its objectives,
expectations, and intentions contained in this prospectus that are not
historical facts. When used in this prospectus, the word "expects," "may,
" "anticipates," "intends," "plans," "believes," "seeks," "estimates," and
similar expressions are generally intended to identify forward looking
statements. Because these forward looking statements involve risks and
uncertainties, actual results could differ materially from those expressed
or implied by these forward looking statements for a number of reasons,
including those discussed under "Risk Factors" and elsewhere in this prospectus.
Following the offering, the Company assumes no obligation to update any
forward looking statements contained in this prospectus.
COMPETITION AND TECHNICAL ASPECTS AS REPRESENTED BY
THE FOLLOWING (SUMMARY OF USES).
The following relates to the theoretical potential of the company with its
patented property to compete in areas of business which the company asserts
that there is likely potential to succeed in as a competitor against other
companies producing similar products. The assertions are based on logical
assumptions dependent on obvious technical attributes the invention appears
to have. With the wide variety of products which may potentially be made
using this technology, a strong base for profit exists beyond most if not all
other new products. Investors therefor can look forward to an advantage with
such a circumstance; of it having multiple industry categories that supersede
existent technologies potential as this companies marketplace.
Space is the Final Economic Frontier Like no other invention its so versatile you
will be astounded. Read on, and remember!
YOU MAY NOT UNDERSTAND HOW IMPORTANT THE FOLLOWING
PATENTED INVENTION IS YET BUT YOU WILL SO READ ON. ITS AN
INDUSTRY & TECHNOLOGY NOT JUST AN INVENTION!
Like reinventing the wheel, or discovering concrete or steel for the first time.
Properly exploited, the problems this invention solves are so varied it may
go down in history as the beginning of the " FOAM AGE "
is a " PATENTED " process of an adhesive holding the inner walls of an
inflatable form of any shape together until foam forces them apart, thereby
preventing the foam from developing irregular bubble formation and surge
cavities; allowing a structurally sound wall or manifold." its Amazing! Foams
using silica and new polymers of incredible strength, weight saving and
impervious to the elements are available and others are being developed today
allowing such a diverse usage. Thickness of walls is variable from 1/2 " inch
to over 10' feet thick. The finished cured product can be machined for any purpose.
What makes it so unique and possible to begin with is the process of an
adhesive holding the inner walls together until foam forces them apart,
thereby preventing the foam from developing irregular bubble formation
and surge cavities; allowing a structurally sound wall or manifold. Its now
possible with this "patented" technology!
"Laymen Description"
Containers formed from flexible envelopes having a double wall space where
foam is injected can be fabricated economically using the same technology as
air bed mattress and inflatable pool toy construction methods in its simplest
form, which means its economical. For space platforms the mechanism is more
complex due to the environment of space and detailed drawings are included
below. Foam of varying composition and strength is injected into product
forms as described in the list below and then harden into structurally sound
forms. What makes it so unique and possible to begin with is the process of
an adhesive holding the inner walls together until foam forces them apart,
thereby preventing the foam from developing irregular bubble formation and
surge cavities; allowing a structurally sound wall or manifold. Its now possible
with this "patented" technology!
"General Technical Description"
The improvements of the organization and operation has to do with an adhesive
that temporarily bonds the internal surfaces of two flexible envelopes
equidistantly spaced from each other over the entire surfaces facing each other,
the space between the walls bonded together separates upon pressurization of
a foam between the walls dispersed by a hollow perforated hoop tube to disperse
the foam under pressure evenly, while acting as an anchor of the flexible double
wall to the deployment cylinder interior and gas and plastic catalysts reservoir
within the container, on the end of the container are flanges as standards for
interconnecting modules, hatches, and space craft; multiple function of
deployment container offering perimeter as protective shield.
In short beyond the following obvious advantages of reduced man hours to
manufacture and unique wide ranging product line together with variety of
material purpose, it has the superior ability of product to be transported in
compacted form allowing it advantages reduced shipping costs! Small
prototypes have been constructed.
IN SPACE AND OTHER WORLDS
Besides all the other products Bighard.com, Inc. may manufacture one in
particular stands alone in its ambition.
As a space station, moon or mars colony habitat virtually any size and
shape can be created. The walls of which can be of almost any thickness
deploy automatically. The foam constituents can have additives to resist
radiation and impact from space debris. Upon deployment the internal
structure is clean room ready and free of fumes and carcinogenic material
due to the inner liner keeping personnel and hardened cured foam wall
constituents separate from each other. Partitions can easily be automatically
erected or be incorporated in the primary deployment body. Manifolds
for routing liquids or conduits for wires can likewise be incorporated in
the primary outer shell or secondary interior compartments.
1. Space Stations of diameters limited only by payload, estimates using the
largest booster rocket of a single module of 100 ft to 1,000 ft. diameter.
The lack of gravity making it possible to expect diameters in the future of
5,000 ft. diameter with a technique being investigated by this company.
This size will be viable for a biosphere self contained self refreshing
ecological habitat for long periods of time without restocking vital necessities.
Also possible are large orbital antenna shapes such as parabolic dishes, tubes,
and booms for communications satellites and actual photon reflectors.
Colonies of the moon and mars are suddenly doable.
2. with some 12 companies developing small payload capability to send
cargo into orbit the ratio of stored to expanded unit will be invaluable for
such efforts. In addition a large hotel chain has earmarked $500 million
towards the goal of an inflatable space station hotel in the month of
Oct. 1999.
3. using suitable hard foam auto and aircraft main shell and frame components.
4. after market jacket to place the new space station freedom into for repairs
and also a secondary jacket applied with minimal human work hours of
installation protecting it from debris impacts. current plans require standoff
metal studs be applied to the surface of the space station and a layer of
ballistic retarding material be bolted to the ends of the standoffs some
10 inches off the space station shell surface hoping to cause the potential
space debris to breakup somewhat upon striking the new first layer
reducing the size of the debris as it hits the space station main body as
a secondary impact.
5. robotics boom arms for space exploration that deploy from small
compartments and expand to form rigid non- flexible manipulators; these
would take up less room on launch in their stored state and when deployed
not be subject to deflating as other proposed strictly inflated bag types.
6. orbital debris flypaper is desperately needed to catch all the small
items the military and NASA track with radar. As a remedy a large pancake
shape of a foam inflatable could fill that need, where one of these units will
be guided into place along the trajectories of orbital flotsam and jetsam so as
to have these items impact into such a module consisting of a proper density
foam and therefor stick into it. Each of the pancake foam walls will have
three reversible thrusters at the perimeter to guide it into approaching debris
paths. After the collection of a few thousand of these hazardous items the
foam wall impregnated by space junk to capacity will be parked in a
geo-stationary orbit along with its collection of previously lethal bits of
debris left from previous missions. Some of these foam pancakes will be
designed for specific sized items, this specialization will allow effective
removal of space junk from destroying satellites and potential harm to
astronauts and their space stations which currently have a serious level
of impact exposure. The support for lasers to vaporize space debris
will in many cases cause explosive reactions of the pieces of metal and
other substances to be targeted subsequently and potentially creating
multiple fragments and increasing the risk from the greater number of
pieces created. The foam pancake project is important to all communication
businesses and all counties of the world for many reasons including nuclear
security in monitoring neighbors activities and treaty adherence where
intelligence gathering satellites are at risk of being put out of commission
by space debris impact.
ON LAND
RESIDENTIAL HOUSES / GENERAL ECOLOGICAL STATEMENT
7. RESIDENTIAL HOUSES can be made from rectangular, cubic, or
circular shapes alone or in conjunction with several flat panel or
is cleared and leveled, the inflatable structure is then unpacked and
unrolled on that leveled surface, then inflated with foam that hardens;
the result will be a complete house shell ready to fit with doors and
windows. All this can be done in a day for a house of anywhere from
1000 square feet to 4000 square feet. This method can be carried over
into commercial buildings!
FIRE RETARDING STRATEGIES
Fire retarding strategies are to aerate the foam with either carbon dioxide
gas, halon gas together or alone, and or with other proprietary mixtures.
It is anticipated that using the gases or similar fire suppressing gasses will
deter the evolution of toxic fumes from fire as the heating of the foam
will release fire suppressing gas, potentially extinguishing the fire before
affecting the structural integrity of the foam structure. In addition
proprietary nonflammable compositions are being investigated.
ZONING
State federal and local zoning and safety compliance with fire and ASTM
codes for strength are to be addressed during development as the need
arises where its use involves residential or commercial terrestrial structures.
ECOLOGY STATEMENT
The ecological advantages of using a foam construction over other building
in technologies are multiple. Despite the fact that trees are a renewable
resource, the burgeoning population and the need to continually build new
homes and renovate old homes is a terrific burden on the eco-system. Other
building technologies including concrete, brick, and steel use materials which
have their limitations as well relative to the ecology. Foams can be made
from non carcinogenic materials such as the chemical polymers present in
plants which grow in abundance.
HEALTH
The potential for there to be any harmful health problems as a result of using
this construction is extremely low, as their are many available foam materials
that have a hazard rating equal to currently used materials in the building
trades; insuring that there is even a lower hazard level is the flexible envelope
itself which can be made out of polyethylene, vinyl, Mylar and a myriad of
other materials. These several flexible envelope materials have properties
allowing them to be used in the food industries, in addition where flexible
envelope's require that they be made out of where considered unsafe materials
for humans to be exposed to they will be a spray coated with an appropriate
material for safety standards to be met.
CONTRIBUTION TO THE ECO SYSTEM
A projected source of plant matter which grows faster than trees is seaweed
and algae. This material is abundant in excess of any future need to which has
rapid growth over a period of just months instead of years for trees. Indeed
seaweed is a nemesis of the waterways of the world, this nuisance plant in
most cases is considered worthless and can be obtained inexpensively for
processing. In addition the farming of seaweed in a controlled way will in fact
contribute to the health of the ecosystem. This is a statement for the purpose
of identifying an inexpensive and plentiful material which can be used in
making the foam for the containers far into the future.
TECHNICAL
Current foams used in the construction trades will be used in the interim
prior to the implementation of alternative materials based on seaweed and
algae. Both materials such as seaweed and algae to be used in the future
together with currently used tested and approved foams employed in
construction will have enhanced structural strength; through the addition
of fine silica treated with a process to add an electron to its molecules thereby
increasing its intimate bonding potential to adjacent molecules is
fundamentally an inert material, silica is basically common sand and is
widely abundant around the world. It should be noted that the volume of
silica used per square foot in this new foam technology will vary from just
4% to 25% of what is needed in say the common brick or cinder block. The
foam bubble geometry will make this possible through displacement using
various safe gases such as carbon dioxide. Entrained gas bubbles will not
deflate or out-gas due to the cured rigid hardened bubble cells of the polymer
silica combination. Silica and plant or chemical polymer will be combined
with a material allowing bubble surface tension not unlike soap bubbles
called a surficant; these materials will then be aerated with a suitable gas
such as carbon dioxide to create a foam with qualities of strength, heat and
cold insulation value, light weight to cubic foot ratio as compared to other
building material, and coupled to ease of shipping the inflatable prefab
home or container due to its small collapsed state size allows great savings
in shipping.
FUTURE IS NOW
The future of both flexible envelope and foam constituents is bright as new
polymer materials are being worked on not to discover them but to develop
mass production. These new polymer materials are stronger than kevlar
used in bullet proof vests, they have an intrinsic strength in three planes
instead of two as with previous materials. Space stations will use some of
the above residential materials in modified form together with other and
more exotic materials due to the environmental extremes of space.
Foams using silica and new polymers of incredible strength, weight saving
and impervious to the elements are available and others are being developed
today allowing such a diverse usage. Existing materials can accomplish
5000 psi while new technologies using ceramics where an extra electron
is added to the ceramic molecule are expected to surpass 80,000 psi.
Thickness of walls is variable from 1/2 " inch to over 10' feet thick. The
finished cured product can be machined for any purpose using machine
tools. Typical space station wall thickness will be approximately 6" to
10" inches thick.
Silica being a very high temperature material used in cement and common
tile grout is nonflammable; methods to increase silica's ability to have
more of the qualities of a surficant, meaning to become elastic and capable
of maintaining created bubbles during aeration while aggregate particulate
of silica shift within the bubble matrix are being explored.
8. A single building panel taking the place of 2 X 4's, sheathing, insulation
and sheet rock ;this construction panel would be a standard size of
8 ft. wide X 8 ft. high X 8 inches thick , in exchange of wood frame, or
other types of construction such as concrete and steel construction. The
labor time to fabricate the foam wall replacement panel greatly reduces
costs for building and can eliminate the need for wood. Shipping size
1/10th of competition.
9. residential backyard storage sheds. Quickly erected as opposed to the
traditional 1- 5 day weekend warriors effort. Just place the inflatable on
the ground and press the foam injector button and in a few minutes the
shed is installed. Wait the prescribed time period and its finished.
Shipping size 1/10th of competition.
10. insulation panels for flat areas or irregular shape areas of nearly any R
value required. Roll out the panels in their collapsed state in the attic and
inject foam; dust less unlike fiberglass. With appropriate density walk able
too. Shipping size 1/10th of competition.
11. cubes of the correct density can be used for large building construction.
Stone and cement replacement; steel may well be a thing of the past.
Shipping size 1/10th of competition.
12. new and re-roof for residential and commercial. Roll the deflated state
13. walkways instead of pouring concrete.
14. roadway dividers and even roadway.
15. spans or beams.
16. emergency structures for shelter and miscellaneous uses quickly deployed.
17. backyard pools where a pit is lined with a cup shaped inflatable; or for
that matter an above ground shape.
18. playground toy houses, shapes et.
19. decorative structures and or free form containers for advertising product
logos et..
ABOVE AND UNDER THE SEA
21. submersible structures of very very large size when deployed underwater.
Due to the buoyancy of water a large single form can be created where the
interior of such a form such as a dome sphere, or tube can be filled with
water prior to foam injection thereby allowing the shape to be fully expanded.
The walls would then be injected with foam. Simplified manufacture
eliminating complex forms for concrete or steel welded construction.
22. boat hull and superstructure components.
23. boat docks, rigid flotation segments.
24. bridge's or elements.
INDUSTRIAL USES
25. compact 50 gal drums brought to construction site at 1/100 the expanded
size allows 1000% extra number of containers per traditional delivery rate.
The material used as the foam wall can be composed of elastic material which
can withstand impact and being dropped. The EPA super fund an ongoing
effort for cleanups across the nation requires millions of tons of earth
combined with hazardous material to be moved to safe sites for reburial.
This type of drum is cost effective to manufacture and combined with the
reduced shipping cost of over 100% poses a rational choice for container
in such projects.
26. large valve bodies.
27. oil and other liquid or gas storage containers like home heating oil
tanks, water storage, chemical et. Shipping size 1/10th of competition.
28. mining, transportation or existing sewer tunnel walls can be relined.
The Paris sewers were estimated to cost 10 billion dollars to repair, such
a design can be used where the entryways to cavernous pipe systems
prevents large replacement pieces to be installed; the small size prior to
deployment of such structure permits a unit to be placed in the existing
pipe and inflated up against the existing pipe walls. In effect relining the
passageway with a new lining. Shipping size 1/10th of competition.
29. pipe of all types and sizes, manifolds. Shipping size 1/10th of competition.
30. auto and truck chassis and other components.
AS AN INFLATABLE SPACE STATION MODULE
The speed at which the module can be fabricated will speed up space
module deployment by a factor of 10.Any launch vehicle can carry these
compact modules into orbit and beyond.
As a space station virtually any size and shape can be created. The walls
of which can be of almost any thickness deploy automatically. The foam
constituents can be made to resist radiation and impact from space debris.
Upon deployment the internal structure is clean room ready and free of
fumes. Partitions can easily be automatically erected or be incorporated in the
primary deployment. Manifolds for routing liquids or conduits for wires
can likewise be incorporated in the primary outer shell or secondary
interior compartments.
With over 12 companies developing small payload capability to send cargo
into orbit the need to have a module launched using only a small amount
of payload space is of great importance, where upon reaching orbit then
expand to a size thousands of times the size of the deployment container.
With the needs of the international community coming to the fore in this
next century all considerations will be for safety and longevity of the
module performance. These priorities are addressed and presented as the
" Foam Wall " space station.
The ratio of stored to expanded 1 -1000 unit will be invaluable for such
efforts. In addition to such companies vying to launch payloads many
large corporations are considering supporting such activities where they
perceive a need to have laboratories to develop new drugs in a weightless
environment. The amounts of money planned to be spent on orbital
laboratories will exponentially increase in the next 5 years because of
these facts.
Expectations due to the economical fabrication and other advantages of
this technology are that it will play a substantial role in space research,
laboratories, human habitats, internal docking of spacecraft for repairs,
and colonization already planned of the moon and mars.
Inflatable/foam wall construction allows for large structures to be
compacted during launch. The advantages are that a structure of virtually
unlimited size can be placed in orbit. Any shape is possible, in fact
parabolic antenna shapes and robotics arm segments can be sent in the
small collapsed state for deployment in orbit. The hollow space between
the inner and outer walls can be injected with a foam of any composition,
thereby giving rise to using compositions which inhibit the passage of
heat/ cold and various other radiation's. Cost can be much less than
current types planned for due to the reduced expense of fabrication and
smaller space required on the launch vehicle.
The entire module in its stored form can be as little as 2% or less of the
total fully deployed structure; this translates into the capability of placing
a space station into orbit using only one shuttle that is larger than the
planned U.S. space station freedom which will require up to 12 shuttle
flights. The versatile methodology of a foam allows safety and structural
stability are the hallmarks of any hotel accommodations. Foam wall
construction offers radiation and impact resistance due to the technology
here for your review! Size and shape are an option. Indeed letters can be
created for the shape of the modules in order to spell out the name of the
business owning one. No other technology bar none has the advantages
which this technology offers, not metal shell , soft wall fabric inflatable
or spent fuel tanks!
A complete system to store and deploy an inflatable module.
1. The rapid deployment of the module in any shape such a parabolic
reflector shapes which can be coated on the parabola surface with an
antenna conductive surface while it can be made hollow to double as a
storage container of gas or liquid.
2. The foam injected can have additives to prevent the penetration of
radiation such as lead particles and or have the foam molecule have
water molecules attached to them in an intimate form. Water is an excellent
shield from radiation.
3. The foam used can have special additives mixed into the foam composition
to increase strength and prevent penetration impact of space debris. Studies
have been carried out where extra electrons are added to various materials at
the molecular level dramatically increasing the strength of the material. In
short it has the most survivable potential of any other realistic design.
4. It can be compacted into a small container taking up a small space during
liftoff thereby being suitable even for small payload capable launch vehicles.
5. It has advantages over modules made of layered fabrics which are bulky
and limited as to the size possible to deploy due to the sheer bulk of the
layered wall; with the foam technique a much larger module can be deployed
using the same storage space Hard metal container modules are limited to
the size of the cargo bay of the ship it is deployed from; along with the
limitations of the ability to shield the occupants or equipment from
types are typically multiple layer flexible material lacking in all the categories
of protection. Planned utilization of the expendable fuel tanks of the
current space shuttle are of limited size, have limited radiation and impact
resistance; and require cleaning of toxic fuel from the interior prior to
inhabitation. The fully deployed foam wall module shown on this page
becomes a hard shell of virtually any size, shape, thickness, and strength
when fully cured and cannot deflate as a fabric container.
6. The foam wall can be made many feet thick as is needed to accommodate
design parameters.
7. The structural wall does not have to be fabricated as fabric laminates
which can be very bulky per square foot of habitable area, as this design
self fabricates by virtue of the injected foam. The cured foam itself is the
structural wall.
8. The foam method insures a barrier to the conditions of space automatically
by virtue of the nature of the technique where the foam composition
automatically creates on its own an impermeable barrier to the conditions
of space, as opposed to human constructed barriers requiring fabrication.
9. There is no need to erect or assemble, it automatically self deploys.
Self deploying reduces the astronauts liability of injury from unnecessary
assembly of the structural components.
10. It is labor economical, as there is only a need to fabricate the
envelope and the injected foam creates the structural aspects.
11. Finished interior work or storage spaces are free of fumes; as the foam
stays only in the hollow wall area, and can be used from the very beginning
of being deployed as clean room areas if desired, due to the fact that no
construction of the interior wall is necessary.
12. Large doors with vacuum seals can be made allowing launch vehicles
to enter into a module. Such doors are an essential element in the progress
of space industry and colonization. They will be the premier necessary
component to allow the docking of spacecraft and satellites in the enclosed
space of a module for repairs and service where a breathable atmosphere
would surround the satellite or spacecraft to be worked by personnel
without space suits. These large doors will be possible structurally for
several reasons relevant to the foam wall structure being able to be
thickened for strength around the perimeter of the through hole representing
the entry way for spacecraft by virtue of tailoring that area to be thicker. In
addition the door operate by decompressing the interior area to equalize to
the vacuum of space and the door located inside the module would be pulled
away from the outer wall shell and slide parallel to the inner wall sideways
out of the way. The vacuum seals will be comprised of temperature
controlled O-Rings impacting upon a specially designed surface of an alloy
suitable for such purpose. The size of the metal portion which will hold the
vacuum would ordinarily be impossible to place into orbit as prohibitive,
however a design has been devised to overcome this problem; a portion
of the money obtained from a public offering will make this product
available to vendors.
13. The weightlessness of space will allow such structures to have the foam
cure without stress developing in the foam structure. In addition the use of
spinning while being cured can induce density changes in the foam at the
equatorial zone for purposes of creating added strength on modules which
will carry a load at the equatorial zone and spin to create artificial gravity
during the time it is occupied by humans or experiments.
14. Insulation from heat and cold, foam is a natural due to entrained bubbles
of various combinations of inert gases or other gases; and the foam injected
into the wall creating the structural shell is comprised of foam.
15. Diameters large enough to spin, thereby creating artificial gravity are
doable. Indeed it is essential for human health over prolonged periods in
the weightless environment of space.
16. The injected inflatable container is not the load carrying structural
member, the cured foam is; this fact is an advantage as the inflatable
container can be made of thinner material allowing a smaller storage
deployment volume; therefor it has the potential to deploy a larger
inflatable structure per volume than for example fabric laminate module types.
17. Biosphere's can be more easily constructed using this method.
Large diameter ellipse shapes can be deployed and rotated axially
to creating gravity and prevent bone loss and maintain musculature of
inhabitants indefinitely. In addition around the axial equator a trough
of water can be maintained much like an active moving body of water
to provide for natural oxygen production from edible plankton.
18. Long distance space ship hulls can be fabricated from modules in
orbit so as to reduce the number of launches from earth.
19. Projecting from the date of funding it will take 6 months to complete
9 modules each having dimensions of 80' x 100' with one module specially
made to have a wider 100' diameter and a large hatch of 80' diameter. Two
shuttle storage bay sized deliveries would be necessary.
20. All components for module fabrication have been researched, source
subcontractors have been located.
21. The practical merits of choosing to make modules over delivery
vehicles is that there will be better and better designs of delivery
vehicle; but there can be a superior module to all other designs, of
which this is!
The space station above was conceptually designed in three sections.
The overall size is 540 feet long and 155 feet wide; Large enough for a
space vehicle to fit inside one of the deployed modules for docking and
repairs, this fully deployed size originally came from a compacted
cylindrical shipping container 30 feet wide and 30 feet long.
FIRST PRODUCTS
The first products produced for sale from the above list of uses will be:
</TABLE>
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1.) Manufacture a group of standardized rectangular containers capable
of
being used for the manufacture of prefabricated residential housing
ranging in square footage from 1400 square feet to are feet 5,000 square
feet and up.
2.) A standard 8 ft X 8 ft X 7 inch building panel taking the place of
2 X 4's sheet rock sheathing and sheet rock.
3.) A backyard storage shed kit with which will take only minutes to
erect.
4.) License and or fabricate modules to private companies in the united
states interested in obtaining research and
manufacturing facilities in space.
5.) Sales persons will market various uses to end users requiring bulk
in all categories from the
uses list
CONTENTS COPYRIGHT C 1999
by Bighard.com, Inc.
ALL RIGHTS RESERVED.
No part of this site may be reproduced, stored in a retrieval system or
transmitted in any form by any electronic, mechanical, photocopying or
recording means or otherwise with our prior written permission of the
publisher, any similarity between non-fiction, fiction and semi fiction is
purely coincidental. Bighard.com, Inc. assumes no responsibility for
unsolicited material. Securities and Exchange Commission together with
Regulatory and other Federal and State authorities are exempt from copyright
restriction as the need arises to provide for records keeping and other uses
as they collectively see fit.
THE COMPANY
Through the Company's web site, the investing public and customers
for its products will have access to conduct sale of stock and will provide
all investors access to shares in the company; speed the delivery of
the advantage institutional investors have had in receiving shares in an
IPO. The primary marketing of an offering through Bighard.com's web site
will significantly reduce the marketing costs of the IPO, and since the
securities may be sold directly to investors, the commissions and
underwriting fees associated with an IPO will be reduced.
The Company has recently commenced operations, including the creation
of Its web site, www.Bighard.com . The Company's web site will provide
information to investors about products offered by the Company.
The traditional process by which businesses raise capital in the public
markets is inefficient and manipulated. Shares in IPO's are given to favored
clients, usually large institutions, at prices substantially below the price the
investing favored clients, is unfair to the investing public, and diverts from
the IPO company to the favored clients the substantial difference between
the price the investing public is willing to pay and the discounted price the
favored clients purchase the shares for. The true cost of the underwriting
is the profit received by the favored clients, plus the marketing, legal
expenses, and underwriters' fees. In many recent instances, this cost is more
than the amount of money raised by the IPO company in the public offering.
Bighard.com intends to eliminate the financial intermediaries, and take the
IPO opportunity directly to the investing public. The market of investors
will be able to evaluate the merits of the company, and consider whether
the attached value to the companies shares merits their consideration for
investing. This is the same analysis that every investor performs when
purchasing shares of a company in the open market via the prospectus.
The success of this offering will be partially dependent upon the companies
ability to gain widespread exposure through its contacts wheresoever and
howsoever they are developed, and the resources it elects to devote to the
companies publicity campaign.
PLAN OF OPERATION
The Company's plan of operation for the remainder of fiscal 2000 is to begin
full-scale implementation of its business plan. The Company has many
material commitments for capital expenditures over the next twelve months.
Its principal expenditures are expected to consist of operating expenses
(including personnel expenses); to make dividends to Bighard.com, Inc. if
prudent. Over the next six to nine months, the Company anticipates that it
will hire additional commission sales staff.
The Company expects that the net proceeds of the Offering and Direct Sales
(after deducting underwriting discounts and commissions where applicable,
certain advisory fees and other expenses), should be sufficient to satisfy its
cash requirements for the next several years and that, at a minimum, it will
not be necessary during the six months immediately following the Offering
and the Direct Sales to raise additional funds to meet the expenditures required
to operate the Company's business. Over time, internally generated funds plus
a working capital line of credit and the capital base established by the Offering
and Direct Sales are expected to be sufficient to operate the Company's
business, although no such working capital line has yet been established and
no assurance can be given that such a facility will be obtained on terms
acceptable to the Company. Consequently, the Company does not presently
anticipate that it will incur any material indebtedness in the ordinary course
of its business other than obtaining a working capital line of credit and engage
in a publicity campaign for the company. However, there can be no assurance
that the Company will not be required to incur other indebtedness in order to
implement its business strategy.
Although equal time and effort is planned to be spent on residential and
commercial building projects' a full 20% of the time and activity of the
company will focus on orbital containers and their wide variety of usage;
this is due to the fact of the capability to obtain a high rate of financial
return in relation to actual material, man hours and research necessary to
manufacture these orbital devices. But more importantly the ability to obtain
great prestige from fabricating such space station oriented devices will enable
the company to develop international and household recognition. This area of
commercialization will simultaneously be developed technically and
capitalized upon financially due to the more or less similar materials needed
in its construction as compared to companies efforts in residential and
commercial container materials used in the products manufacture.
The business is noteworthy in the that's it has "Many" practical applications.
Below is a partial list of some of those applications which indicate the most
expedient growth potential:
These following products would be the first products produced for sale
from the above list of uses will be
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<C> <S>
1.)Manufacture a group of standardized rectangular containers capable of
being used for the manufacture of prefabricated residential housing ranging
in square footage from 1400 sq. to 5,000 square feet and up.
2.) A standard 8 ft X 8 ft X 7 inch building panel taking the place of
2 X 4's sheet rock sheathing and sheet rock.
3.) A backyard storage shed kit with which will take only minutes to erect.
4.) License and or fabricate modules to private companies in the united
states interested in obtaining research and
manufacturing facilities in space.
5.)automotive bench seating, automotive bumpers, automotive chassis,
automotive body.
6.)A pancake type device to trap debris in orbit, roofing panels.
7.)Single 8 ft. X 8 ft. residential wall panels to take the place of
(sheathing - wood 2 X 4's - insulation - sheet rock), a residential
Backyard storage shed 10 ft. X 10 ft..
8.)A universal liquid container that can be used for home heating oil
and any other liquid material.
9.)A universal pipe for sewage and or water use underground along roadways.
10.)A universal 50 gallon drum to handle or types of materials.
11.)A cigarette boat shell 70 feet long.
12.)A standard space station module.
OFFERINGS DURATION
The duration of this offering will be for a period of two years from the date
the Registration Statement becomes effective.
THE OFFERING
100,000 common nonvoting shares par value $20 each.
All stock in this offering are nonvoting common stock par value $20.
The total number of shares is 100,000. total shares. The executive officer
John Mecca will own 60% equaling 60,000 shares. The company is offering
for sale 40% equaling 40,000 shares. The gross profits from the sale of the
40,000 publicly offered shares would be $800,000..
FAILURE OF THE OFFERING
Should the total number of shares of stock offered in this offering not be sold
at the end of the two year period each share of stock shall be given dividends
solely at the discretion of the executive officer. The corporation will not be
dissolved; but will continue to seek contracts to manufacture its products
for profit. Each share of stock outstanding at the end of an unsucessful
offering where all stock had not been sold will be entitled to a dividend of
undetermined percentage and wholly discretionary as to its value total by
the executive officer and or officers. In addition should the company apply
under State and Federal Regulations to apply for a new filing after the failure
of the first filing a wholly discretionary value would be attached to the
and such shareholders would be issued stock and or other instruments of
investment equivalent to a discretionary value.
RISK FACTORS
RISK FACTORS
WARNING , POTENTIAL LOSS OF YOUR INVESTMENT IS POSSIBLE.
THIS OFFERING INVOLVES A HIGH DEGREE OF RISK. YOU
SHOULD PURCHASE SHARES ONLY IF YOU CAN AFFORD A
COMPLETE LOSS OF YOUR INVESTMENT
An investment in the Company is highly speculative and should be
considered only by persons able to bear the economic risk of the
investment for an indefinite period. Prospective investors should carefully
consider the following risk factors relating to the Company and its
operations. You should carefully consider the following risks and all
other information contained in this prospectus before deciding to
purchase common stock of the Company. Included is a discussion
of each material risk that the Company has identified as of the date of
this prospectus. However, additional risks and uncertainties not presently
known to the Company, or that is deemed immaterial at this time, may also
impair the Company's business operations. If any of the following risks
actually occur, the Company's business, financial condition or operating
results could suffer. If this occurs, the trading price of the Company's
common stock could decline when and if it becomes traded in a public
market exchange, and you could lose all or part of your investment in the
Company's common stock; however even under advers conditions as
described the company may be able to create profitability regardless
of the success of its sale of stock through this and other offerings as
projected if contracts to fabricate product are secured which may result
in sufficient revenue to continue operations.
Businesses such as that of the Company which are in their initial stages of
development present substantial business and financial risks and may suffer
significant losses for reasons not anticipated by management. In addition,
the Company's business strategy has not been tested and may not succeed.
Investors should consider the material risk factors involved in connection
with an investment in the Common Shares and the impact to investors
from various circumstances which could adversely affect the Company's
business, results of operations or financial condition. See "Risk Factors."
Furthermore it should be expressly understood that the operations of the
corporation may be wholly dependent upon the influx of investor
participation to fund its efforts, and that subsequent low numbers of sales
of stock will hinder the progress of the efforts relating to the companies
planned operations as outlined in this offering may eliminate any attached
value of its stock making it virtually worthless .In fact let it be further
understood that unless capital is obtained from the sale of stock the
company will not be able to begin operations as outlined in this offering;
this might result in the loss or stagnation of value of the stock purchased;
however the company may be able to create profitability regardless of
the success of its sale of stock through this and other offerings as projected
if contracts to fabricate product are secured which may result in sufficient
revenue to continue operations. However the company assumes that
investor participation will allow normal operations to begin; however until
such time as investor participation reaches levels in dollar amounts
necessary to mount an advertising campaign to further the efforts to sell
stock to the public via this offering. The total amount considered reasonable
to begin such a campaign is aproximately $100,000; upon investor
participation to this level it is reasonable to assume though not guaranteed
that additional sales from such an advertising campaign will bring on board
more investors in order to then proceed with additional activities and
operations of the corporation. In essence this disclaimer is a "warning" to
all investors to apprise them of the danger of losing of investment so that
any potential civil suit against the company may be prevented on the basis
that all investors were forewarned as to the risks associated with this offering;
and furthermore exonerating the company and its officers as assigns of
misrepresentation and fraud together with any assertion of wrongdoing
having to do with the actual handling of the affairs of the company. It can
therefore be considered a literal gamble to invest with the company; although
this is a strong assertion, it is important to understand the companies
stating it here exonerates it from risk of any suit brought against the
company due to nonperformance as outlined in this offering.
The corporation Bighard.com, Inc. is starting operations with substantial
risk; as it is beginning operations with one person overseeing everything.
This person one John Mecca has absolute discretion as to the activities
and operations of the corporation. There are no guarantees as to the success
of this company save the best efforts that he here promises to make on
behalf of all those who see fit to invest in this great endeavor. He has
shown himself to be an expert in research borne out by the subsequent
conception of the patent here licensed to the company, the ability to
personally consummate this S-1 filing and the attendant research which
is self evident as this document in its entirety demonstrates.
There are such statements related to the best outcome of the success
of this effort which are "forward looking statements" and are presumed
to be here
defined as the "best hope"; where as we enter into a virtual partnership
between this company and you as the investor; consider that the level
of investor loss liability assumed in good faith on the part of the corporation
to succeed is "not" zero, even if the corporation is able to obtain contracts
to manufacture its products. You the investor being responsible to your own
economic well-being are by accepting this statement admit that you have
read and understand the risks of such an undertaking the company plans
to embark upon, and understand all that is written within this entire S-1
statement before you prior to investing; and paid particular attention to
the section titled ( " RISK FACTORS " ). Your mindful deduction of
reasonable confidence of success of the company, and the companies
assertion of confidence in itself based on other companies success in
similar fields of endeavor are the prerequisites for investing in this company.
Furthermore until such time as there needs to be more detailed bylaws and
or methods of operation of the business in any and all its facets let it
be known that the acting head of the corporation one John Mecca will have
absolute discretionary control over all its aspects, operations and activities.
This discretionary control extends to all written material related to the
formation and activities of the organization Bighard.com, Inc. and to
include bylaws.
When used in this Prospectus, the words "may," "will," "expect,"
"anticipate," "continue," "estimate," "project," "plan," "intend" and
similar expressions are intended to identify forward-looking statements
regarding, among other things, (i) the Company's business and growth
strategies; (ii) trends in the financial guaranty reinsurance and insurance
industries; (iii) the Company's relationship with clients and third-party
service providers; (iv) the use of the net proceeds of the Offering and the
Direct Sales; (v) government regulations;(vi) trends affecting the Company's
financial condition or results of operations; and (vii) the declarat
forward-looking statements are not guarantees of future performance and
are subject to risks and uncertainties and that actual results may differ
materially from those included within the forward-looking statements as
a result of various factors. Factors that could cause or contribute to such
differences include all Discussions and Analysis of Financial Condition
and Plan of Operations by "Management's throughout this S-1 filing".
LIMITED OPERATING HISTORY
The Company was incorporated on March 20, 2000 and thus has no
operating history. See "Selected Financial Data" and "Management's
Discussion and Analysis of Results of Operations and Financial Condition."
No assurance can be given that future revenues and profits will meet the
Company's expectations, or that the Company will ever be able to
operate profitably. The Company has a limited operating history and
information, which will make it difficult for you to predict whether the
Company will be successful. The Company is subject to the risks, expenses
and uncertainties frequently encountered by companies in the new and
rapidly evolving markets for Internet products and services. The
Company may not be successful in addressing these risks or other risks
it may face. If unable to address these risks adequately, the Company's
business, results of operations, and operations and financial
condition may suffer.
OPERATING LOSSES
As the Company increases its sales and marketing, significant general,
administrative, and development expenses near term losses may arise.
The Company does not currently generate any revenues, and no assurances
can be made as to when, or if, sustained profitability will be achieved.
Failure to become and remain profitable may materially and adversely
affect the market price of the Company's common stock and its ability
to raise capital and continue operations.
DEPENDENCE UPON OFFERING FOR EXPANSION
The Company has embarked on an ambitious growth plan that requires
the net proceeds from this offering. See "Use of Proceeds." If less than
all of the shares offered are sold, the Company may have to delay or
modify its plan. There can be no assurance that any delay or modification
of the Company's plan would not adversely affect the Company's
development. If the Company believes that insufficient funds have been
received to implement its business plan, the Company reserves the right
to cancel the offering, and return all funds submitted.
DEPENDENCE ON STOCK MARKET
The success of the Company is dependent upon continued need to
build homes, space modules, and the myriad of other products the
company anticipates engaging in producing.
COMPETITION
The manufacturing business is very competitive. Many current and
potential competitors have longer operating histories, larger customer bases,
greater brand recognition and significantly greater financial, marketing and
other resources than the Company possesses. These competitors may be
able to respond more quickly to new opportunities in the industry, and to
devote greater resources to the development, promotion, and sale of their
products and services than the Company can. The Company might not
be able to compete successfully against its current or future competitors.
UNDERWRITING LIABILITY
Although the Company intends to be thorough and accurate in its review,
it is possible that materially inaccurate statements could appear in the
offering documentation , or that material information is omitted from such
documentation. As a result of such events, it is possible that the Company
could be held liable, or at least be the subject of claims of liability. The
Company intends to utilize the services of independent auditors and lawyers
to perform the research and verification process as it is financially able to.
If the Company were to be the subject of claims of liability, or in fact found
liable, such fact could adversely impact the financial conditions and results of
operations of the Company. However under the circumstances of providing
an extensive "RISK" factor statement in this filing it is likely any lawsuit
brought would be dismissed based on complete disclosure of risks and
burdens throughout the filing which will be mandatory for an investor to
acknowledge by their signature that they have read the offering and
understand the negative consequential risks involved with an investment
in the company.
GOVERNMENT REGULATION
The sale of securities is regulated by both federal and state authorities.
The Company will obtain all permits, and licenses required to operate
its business, although there can be no assurance that the Company will
not become subject to more restrictive regulations in the future.
MANAGEMENT OF GROWTH
To implement the Company's business plan, the Company must
expand its operations, financial systems, and personnel. The Company
may be unable to hire and train sufficient personnel to manage the growth
that may result from a successful offering, which would result in the
Company being unable to capitalize the opportunity in the market,
and might cause the Company's financial condition and results from
operations to suffer.
DEPENDENCE ON KEY EMPLOYEES.
The Company will be substantially dependent in the implementation of
its business strategy on its executive officers and key employees. If the
Company experiences the unexpected loss of the services of one of those
individuals, particularly John Mecca, the Chairman of the Board and Chief
Executive Officer of the Company, a Senior Vice President of the Company,
or the Chief Financial Officer and Treasurer of the Company, the Company
would be adversely affected. Although the Company has employment
agreements with each of such individuals, no assurance can be given that the
Company will be able to retain their services. The Company currently has
only one employees, including its Chief Executive Officer, and Chief
Financial Officer. The loss of the services of the individuals identified above,
or the inability of the Company to hire and retain other talented personnel,
could delay or prevent the Company from fully implementing its business
strategy and could otherwise adversely affect the Company. The Company
does not carry key person life insurance policies for any of its executive
officers or key employees
NETWORK INTERRUPTIONS AND SYSTEM FAILURES
The Company's business is dependent on the operation of the Internet,
and the hardware and software of the Company's Internet service
provider. Interruptions in the operation of the Internet or the Company's
Internet service provider, may interfere with the Company's ability to
sell securities over the Internet, and the financial condition and results
of operations could suffer.The Company's business could also be
adversely impacted by security problems, viruses, other forms of
technological terrorism, and new government regulation of the Internet.
FAILURE TO MODERNIZE SYSTEMS
Failure of the Company to modernize its systems as technological
innovations appear may result in the Company not being able to compete
with competitors offering similar services, and the financial conditions
and results of operations could suffer. The cost of acquiring the latest
could be costly, and could cause the Company's financial conditions and
results from operations to suffer.
RECOGNITION
The Company owns the Internet domain name "Bighard.com",. The
domain name is important because it allows visitors to locate our web site,
and build brand recognition. Internet regulatory bodies regulate domain
names. The regulation of domain names in the United State and in foreign
countries is subject to change. Regulatory bodies could establish additional
top-level domains, appoint additional domain name registrars or modify
the requirements for holding domain names. As a result, the Company
might not be able to acquire or maintain the "Bighard.com " name in
all countries in which the Company desires to do business. Therefore,
the Company might be unable to prevent third parties from acquiring
domain names that infringe or otherwise decrease the value of our trade
name, and other proprietary rights. If this occurs, the Company's
financial condition and results of operations could suffer. However,
Bighard.com will take every reasonable measure including the filing
of federal or state court litigation to prevent misuse or misappropriation
of the Company's name. The company may opt to change names for
reasons outline above.
LACK OF PUBLIC MARKET
The shares offered hereby will be registered with the Securities Exchange
Commission pursuant to the Securities Act and Regulation S-1
promulgated thereunder and, as such, the shares purchased in the offering
will be freely tradable under the Federal securities laws. However, the
shares will be registered in only a limited number of states, and may not be
sold or otherwise transferred to persons who are residents of any state in
which the shares have not been registered, unless they are subsequently
registered, or there exists an exemption from the applicable state's registration
requirements with respect to such sale or transfer.
Prior to the offering, there was no public trading market for the Company's
common stock. Following the offering, the Company plans to facilitate
trading of its common stock by listing the shares on the NASDAQ Small
Cap Market with the proposed listing designated at such time as NASDAQ
eceives the registration information to qualify for such addition to that stock
exchange. There is no guaranty that the shares will qualify for listing
on NASDAQ or any of the exchanges, which would severely limit the sale
of the shares.
Following the offering, the price at which the shares will trade may be
extremely volatile; when and if the stock is accepted by the pubic exchanges,
to date it has not and the process to get the company listed on any exchange
has not even yet begun. In any event the public market may not agree
with or accept the valuation determined in connection with the offering.
In addition, the stock market has from time to time experienced
significant price and volume fluctuations that have affected the market
prices for the securities of companies, particularly Internet companies.
After the offering, the price of the shares may not be at or above the
initial public offering price.
SHARES ELIGIBLE FOR FUTURE SALE
Once a trading market develops for the common stock of the Company,
the stockholders will have an opportunity to sell their stock for the first
time. Approximately 100,000 shares will become eligible for sale in the
public market within six months from the date of this prospectus. No
prediction can be made as to the effect, if any, that future sales of the above
described outstanding common stock, or the availability of such common
stock for sale, will have on the market price prevailing from time to time
when and if the stock becomes listed in a public market exchange. Sales of
substantial amounts of such common stock in the public market, or the
perception that such sales may occur, could adversely affect the then
prevailing market price.
A significant economic event could trigger widespread stock market losses,
particularly if the entire market were adversely affected. Over time, such
losses could impair the Operating Company's ability to maintain its financial
strength or to pay dividends to Bighard.com, Inc's. stockholders and
Bighard.com, Inc..
Prior to this offering, there has not been any public market for the
Company's common stock. Future sales of substantial amounts of common
stock in the public market could adversely affect the prevailing market prices
and impair the Company's ability to raise capital through the sale of equity
securities.
Additional points of interest related to the risk this offering presents to
prospective investors must additionally be qualified by an overal review
of this entire S-1 registration.
---------------------------
USE OF PROCEEDS
The gross proceeds from the sale of the 40,000 Common Shares in the
Offering are estimated to be approximately $800,000. dollars (after deducting
commissions, certain advisory fees and other estimated expenses, and
reimbursement for certain expenses related to the Offering. See "Certain
Relationships and Related Party Transactions." The net proceeds from the
Direct Sales are estimated to be approximately $800,000. dollars. The purpose
of the Offering and the Commission Sales is to enable the Company to
implement its business plan of manufacturing products derived from the
patent which the company has license to use. Substantially all of the net
proceeds of the Offering from the Direct Sales will be contributed to
purposes outlined in the executive business plan summary.
During the interim between the time when the SEC authorizes this offering
for the sale of company stock, all sales from this offering will be done without
an in house sales force; and until such time as all regulations pertaining to
using such commission sales force is allowed under both federal and state
regulations such sales shall not commence.
The Company's objective is to capitalize on what it believes to be an
opportunity to provide innovative and cost-effective products. The
Company will seek to achieve this objective through the implementation
of its business strategy, the principal components of which are:
Develop the products outlined in the following executive summary:
(Beginning of Example of Disbursement Executive Summary)
EXAMPLE OF EXPENDITURE DISBURSEMENT
Important Note: All activities illustrated below are to be done within the
letter of the law in all jurisdictions as they individually require!
Important Note:The following is an example which may NOT be possible due
to lack of investor support. Read ("RISK FACTORS")
The following dollar amount of 20 million dollars as stated below is to be
used Only as an "Example" on of how the total to be obtained by future
offerings or profits from sale of product will be spent; the net total dollar
amount to be obtained from this offering has as its purpose certain of the
written specification outlined below. Bighard.com, Inc. is seeking an
unspecified amount of money through additional filings beyond the filing
presented here for additional investment capital, and the decision to present
new stock offerings will in part be made based on the efficient and timely
sale of the securities offered in this filing. Where the following 20 million
dollar amount is to be used expressly as an example of disbursement; it
should be used as a potential preview of future disbursement; disbursement
discretion is to be exercised by management in the future funding from this
offering and future offerings. The following is not an expectation
operations; but is in fact a detailed description of the activities of the
companies potentially planned future, and theoretical disbursement of
monies by percentage should the company obtain the necessary funding
needed as detailed to carry out company objectives.
The following overview of disbursement is for a three year period.
First year breakdown of approximately 1/3 of disbursed funds:
The state with the largest investment promise will be chosen as the site
for the companies Headquarters. The state in which the Headquarters will
be located are to be determined by investigative inquiry of all the states
Governors Offices. The inquiry will outline the advantages that the company
has to offer. Upon determining the state that can offer the most advantageous
environment a further investigation will gather the contacts of the wealthiest
residents; correspondence to those people will request financial investment
participation. It is anticipated that a large dollar investment can be guaranteed
using this method to choose the home base. In exchange for locating the
headquarters in their state. The state chosen will be guaranteed .5% of "net"
profits received from sales exclusive to all industrial and aerospace products
sold anywhere, and including all other residential and commercial structure
fabrication products from the corporation inside their state will be dedicated
to social projects of which they together with the original investors obtained
from leads from the Governors Office; this select group will have a vote in
determining which projects proposed receive funding from this .5% profit
pool. In exchange for advantageous tax relief, building code direction and
tacit understanding to receive reciprocal invitations to political functions
where appropriate investors will be introduced to Bighard.com, Inc.
representatives.
In addition all residential and commercial structure fabrication excluding
industrial and aerospace products from the corporation will be fabricated
within the state where delivery of such products are to be sold or installed
unless such state has unfavorable consideration to such an effort to originate
within their jurisdiction; subsequently In exchange for locating such facilities
in their state. The state chosen will be guaranteed .5% of "net" profits received
from sales inside their state will be dedicated to social projects of which they
together with the original investors obtained from leads from the Governors
Office if permissable under the various individual states laws; this select group
will have a vote in determining which projects proposed receive funding from this .5% profit pool. In exchange for
advantageous tax relief, building code direction and tacit understanding to
receive reciprocal invitations to political functions where appropriate
investors will be introduced to Bighard.com, Inc. representatives.
320,000 dollars: Is earmarked to rent a facility of 50,000 square feet
including renovations in which to carry out manufacturing and administrative
functions.
400,000 dollars: For manufacturing equipment to create molds and forms,
foam injection machinery, and other equipment.
200,000 dollars: For research into materials, where materials are
procured and tested as necessary to fulfill a parameter of prototypes
and finished products.
600,000 dollars: For material to fabricate demonstration units of a 6000
square foot 2 floor model home, a three story commercial
60 ft. X 60 ft. X 35 ft. tall structure, automotive bench seating, automotive
bumpers, automotive chassis, automotive body, a pancake type device to
trap debris in orbit, roofing panels, single 8 ft. X 8 ft. residential wall panels
to take the place of (sheathing - wood 2 X 4's - insulation - sheet rock), a
residential backyard storage shed 10 ft. X 10 ft., a universal liquid container
that can be used for home heating oil and any other liquid material, a universal
pipe for sewage and or water use underground along roadways, a
universal 50 gallon drum to handle or types of materials, a cigarette boat
shell 70 feet long.
200,000 dollars: For bid submissions in the Commerce Business Daily
( the Commerce Business Daily is a publication outlining "ALL" U.S.
government contract bid offerings) and also in key State government bid
offerings . The submissions will be geared to parallel the needs that suit
the project. Bighard.com, Inc. will act as a General Contracting organization
and obtain Subcontractors to do much if not all of the work requested in a
bid and supply the subcontractor with product. Example: Government
requests bid for sewer or water pipe to be installed, Bighard.com hires a
bonded subcontractor to perform the work with Bighard product should
the bid be accepted.
1.5 million dollars: To produce two space modules 50 ft. X the 60 ft..
The first module for demonstration, the second will be offered for sale
(off the shelf) for 40 million dollars.
50,000 dollars: For advertising via focused mailing lists to home building
contracting companies with a brochure outlining the company product of
inflatable homes.
660,000 dollars: Will be used to cultivate key persons in governments,
organizations and corporations to advance the companies agenda for
marketing and joint ventures.
158,000 dollars: For focused telephone and written correspondence to
specific target businesses which would be interested in these products.
The list of the specific target businesses is long and the unnecessary
to reproduce here. Additionally for organizing and hosting meetings with
state representatives and pre qualified investors together with "invited"
guests for the purpose of introducing them to the potential of the technology.
As a result of these meetings support from state authorities will be
sought in streamlining state building code tests allowing use of the product
in commercial and residential structures.
60,000 dollars: (One time fee) Upon the determination of what level of
authority appears critical for streamlining state building code allowances
a donation of 30,000 dollars: will be made to both the Democratic and
Republican parties as the law permits.
60,000 dollars: For target teleconference calls and written correspondence
to military project purchasing personnel to investigate their interest in
specific methodology used to their projects missions, to result in a focused
supply to their project bid offerings of manufactured elements tailored to
the desire of those in charge of purchasing.
250,000 (one time fee): Being that there will be 49 other states to deal
with in relation to streamlining the building codes to accept the use of
this technology for commercial and residential fabrication a study identifying
those states with the toughest building codes will be done. Upon completion
of the study which should not cost more than one thousand dollars; the
top 5 states in residential home building will be chosen for targets to promote
streamlining of the building codes. Each of the five states political parties
both Democratic and Republican given donations of 25,000 dollars: totaling
250,000 dollars. This incidental expenditure will insure a quick allowance
by those six states to sell residential and commercial structures.
132,000 dollars: (one time fee): The remaining 44 states which were not
cultivated in such a way, which have substantially lower standards for
building, may qualify under many circumstances; where they do not qualify
of course normal testing proofs will be provided to go through normal code
adherence procedures. Depending upon the financial circumstances at an
anticipated to cost 3000 dollars: per state based on prior testing in other
states, multiplied by the 44 states equals 132,000 dollars:.
130,000 dollars: (One time fee) For securities and exchange commission
filing of an S-1 ( IPO ) Initial Public Offering allowing the company to
sell stock to the public and subsequent necessary filings in each state to
sell stock within their jurisdiction.
428,000 dollars: Will be used to advertise the company and its activities
to the public. Publications such as Popular Science, Wall Street Journal,
New York Times, Investors Business Daily, and monetary incentives for
"story coverage" to Popular Science, Time magazine, U.S. News, and
other miscellaneous relevant publications.
600,000 dollars: will be used for attorneys and other experts in the progress
of the companies activities. Consisting of Securities and Exchange,
Manufacturing contract management, U.S. Patent Filing of spin off products,
Bookkeeping.
All contracts to manufacture products will be based on contracts with
default clauses and the purchaser will be required to be bonded. Upon these
criteria being fulfilled the contract will be presented to a banking institution
for a factored advance loan based on profit to build credit, bolster earnings
figures, and for stockholder information to build confidence in the profitability.
Upon sufficient sales of stock and product additional personnel will be
hired according to the budget and need.
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200,000 dollars: to the President CEO .
40,000 dollars: Capable Secretary .
40,000 dollars: General research engineer.
60,000 dollars total: ($30,000) each for 2 Machinists.
35,000 dollars: Foreman.
90,000 dollars total: Three technician's receiving 30,000 dollars each.
40,000 Outside Technical Consultants.
+_____________________________
505,000 dollars total will be used for salaries.
One Sales Vice President to be paid by commission in charge of selling stock
to the public in house; which will have a commission only sales force of 30
people as may be permitted by state law. All persons acting as sales persons
will be required to take a content and understanding "test" about most
company activities as well as a technical information "test" about the products
thereby allowing them to be given titles of " Assistant Vice Presidents in charge
of corporate stock sales. This will allow them to undertake such roles as is
stipulated under SEC regulation without receiving SEC accredited licenses.
100,000 dollars: To subsidize self insured health insurance of employees.
Where a lower rate will be offered to the employees through an arrangement
with the insurance company.
150,000 dollars: For telephone usage and equipment, printing and equipment,
office and equipment, and travel expenses.
Zero dollars: An independent Brokerage firm has been selling stock
to the public.
Zero dollars: The companies ( in house ) sales force has been selling
stock to the public.
220,000 dollars: will be utilized to submit the ( second ) Securities and
Exchange Commission stock offering to the public to raise $500 million
towards working capital and other corporate needs and activities. The
total expenditure of the 220,000 dollars: will go towards legal fees, securities
and exchange fees, miscellaneous fees. Stock issued will be common
non-voting stock.
---------------------------
*Total First Year Budget Expenditures
6,723,000. dollars:
---------------------------
Note: Budget of 20,000,000. million dollars minus being "Total First
Year Budget Expenditures" of $6,723,000 dollars, equals a balance of
$13,277,000. dollars which is to be placed in a suitable business bank
account readily accessible and or ultra conservative short term U.S.
securities for use in contractually obligatory contracts to manufacture,
joint ventures, and as provable liquidity to support in obtaining contracts
when such liquidity is a contractual criteria.
It should be understood this balance amount does not reflect the moneys
which will be added to its total from the sale of stock (in house), and by
brokerage firms selling the companies stock.
---------------------------
Second year breakdown of approximately 1/5 of disbursed funds:
The company expects that before the end of the first year the company
will have made significant money from the sale of stock due to the
popularity of the technology due in large part to the advertising of the
company in magazines newspapers and the like.
Invitations to joint venture will be proposed to domestic and foreign
overseas car manufacturing concerns to manufacture one piece body
automobiles where the entire car is one piece; such an effort will be carried
out in the pleasure boat category a well.
A separate entity will be established to carry out development of a uni-body
aircraft for business which will have overlapping use in military
aircraft.
A separate entity will be formed for the purpose of manufacturing small
homes for the market in china. The vast market that exists in china will
allow a steady sale of such a product.
320,000 dollars: Is earmarked to rent a facility of 50,000 square feet.
400,000 dollars: For new needed manufacturing equipment to create molds,
foam injection machinery, and other equipment.
200,000 dollars: For research into materials, where materials are procured
and tested as necessary to fulfill a parameter of prototypes and finished
products.
200,000 dollars: For bid submissions in the Commerce Business Daily
( the Commerce Business Daily is a publication outlining "ALL" U.S.
government contract bid offerings) and also in key State government bid
offerings . The submissions will be geared to parallel the needs that suit
the project. Bighard.com, Inc. will act as a General Contracting organization
and obtain Subcontractors to do much if not all of the work requested in a
bid and supply the subcontractor with product. Example: Government
requests bid for sewer or water pipe to be installed, Bighard.com hires a
bonded subcontractor to perform the work with Bighard product should
the bid be accepted.
158,000 dollars: For focused telephone and written correspondence to
specific target businesses which would be interested in these products.
The list of the specific target businesses is long and unnecessary to reproduce
here. additionally on organizing and hosting meetings with state representatives
and polled investors together with invited guests for the purpose of
introducing them to the potential of the technology. As a result of these
meetings support from state authorities will be sought in streamlining state
building code tests allowing use of the product in commercial and residential
structures.
ZERO dollars: previous advertising via focused mailing lists to home building
contracting companies with a brochure outlining the company product of
inflatable homes; will have resulted in active business for the company.
60,000 dollars: For target teleconference calls and written correspondence to
military project purchasing personnel to investigate their interest in specific
methodology used to their projects missions, to result in a focused supply
to their project bid offerings of manufactured elements tailored to the desire
of those in charge of purchasing.
donations of 30,000 dollars that would be made to both the Democratic and
Republican parties as the law permits, for support of those who have
understood the importance of the technology to the economy and the ecology.
To be disbursed upon the basis of the previous years experience with
reciprocal support to the company.
428,000 dollars: will be used to advertise the company and its activities to
the public. Publications such as Popular Science, Wall Street Journal, New
York Times, Investors Business Daily, and monetary incentives for " story
" coverage to Popular Science, Time magazine, U.S. News, and other
miscellaneous relevant publications. In addition a small budgeted percent
of the total will be used to advertise on radio and television.
600,000 dollars: will be used for attorneys and other experts in the progress
of the companies activities. Consisting of Securities and Exchange,
Manufacturing contract management, U.S. Patent Filing of spin off products,
Bookkeeping.
Upon sufficient sales of stock and product additional personnel will
be hired according to the budget and need.
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200,000 dollars: to the President CEO.
40,000 dollars: Capable Secretary
90,000 dollars: Two research engineers receiving 45,000 dollars each.
90,000 dollars: Three Machinists totaling $30,000 each.
40,000 dollars: Foreman.
240,000 dollars total. Eight technician's receiving 30,000 dollars each.
80,000 Outside Technical Consultants.
+_____________________________
715,000 dollars total will be used for salaries.
One Sales Vice President to be paid by commission in charge of selling
stock to the public (in house); which will have a commission only sales
force of 30 people as may be permitted by state law.
150,000 dollars: to subsidize self insured health insurance of employees.
Where a lower rate will be offered to the employees through an arrangement
with the insurance company.
200,000 dollars: For telephone usage and equipment, printing and equipment,
office and equipment, and travel expenses.
Zero dollars: An independent Brokerage firm has been selling stock to
the public.
Zero dollars: The companies ( in house ) sales force has been selling
stock to the public.
220,000 dollars: will be utilized to submit the ( second ) Securities and
Exchange Commission stock offering to the public, where 5% of all
outstanding stock owned by the company will be offered for a total dollar
amount to raise $3 billion dollars towards working capital and other
corporate needs and activities. The total expenditure of the 220,000 dollars:
will go towards legal fees, securities and exchange fees, miscellaneous fees.
Stock issued will be common non-voting stock.
---------------------------
*Total Second Year Budget Expenditures
3,716,000. dollars:
---------------------------
Note: Budget of $13,277,000. million dollars minus being "Total Second
Year Budget Expenditures" of $3,716,000. dollars, equals a balance of
$9,561,000. dollars which is to be placed in a suitable business bank
account readily accessible and or ultra conservative short term U.S.
securities for use in contractually obligatory contracts to manufacture,
joint ventures, and as provable liquidity to support in obtaining contracts
when such liquidity is a contractual criteria. It should be understood this
balance amount does not reflect the moneys which will be added to its
total from the sale of stock in house and by brokerage firms selling the
companies stock.
It should be understood this balance amount does not reflect the moneys
which will be added to its total from the sale of stock in-house and by
brokerage firms selling the companies stock, or from sale of the companies
products.
---------------------------
Third year breakdown of 1/5 of disbursed funds:
Conditionally 3,000,000 dollars (not added to total): Will be spent. Under
the assumption that the company has been successful in its enterprises,
and the 3 million dollars can come from profits above needed liquidity
levels a public relations campaign will be launched stating that a moon
colony is to be fabricated called New New York. Such an undertaking
may seem above the private sectors capability, however the ease of
deployment of such modules using this technology makes it unecesssary
for astronauts to assemble and therefore doable. Companies having specific
manufacturing necessary for such a technical effort are numerous. The
size and scope of the actual city will be dependent upon the level of money
from investor stock purchase. Such a public effort will draw national
attention and substantial publicity for the company. An effort to develop
substantial knowledge and contacts so as to benefit the company will be
made to secure the participation of retired upper echelon persons whom
have worked in the private or civil sector that have fit the planning of the
corporation. The law at present requires civil servants not to participate
in businesses that overlap into areas of activity pertinent to their prior
careers for aproximately 2 years; after which they may engage in such
activity.
320,000 dollars: Is earmarked to rent a facility of 50,000 square feet,
400,000 dollars: For new needed manufacturing equipment to create molds,
foam injection machinery, and other equipment.
200,000 dollars: For research into materials, where materials are procured
and tested as necessary to fulfill a parameter of prototypes and finished
products.
200,000 dollars: For bid submissions in the Commerce Business Daily
( the Commerce Business Daily is a publication outlining "ALL" U.S.
government contract bid offerings) and also in key State government bid
offerings . The submissions will be geared to parallel the needs that suit
the project. Bighard.com, Inc. will act as a General Contracting organization
and obtain Subcontractors to do much if not all of the work requested in a
bid and supply the subcontractor with product. Example: Government
requests bid for sewer or water pipe to be installed, Bighard.com hires a
bonded subcontractor to perform the work with Bighard product should
the bid be accepted.
158,000 dollars: For focused telephone and written correspondence to
specific target businesses which would be interested in these products.
The list of the specific target businesses is long and unnecessary to
reproduce here. additionally on organizing and hosting meetings with
state representatives and polled investors together with invited guests
for the purpose of introducing them to the potential of the technology.
As a result of these meetings support from state authorities will be
sought in streamlining state building code tests allowing use of the
product in commercial and residential structures.
160,000 dollars: For target teleconference calls and written correspondence
to military project purchasing personnel to investigate their interest in
specific methodology used to their projects missions, to result in a
focused supply to their project bid offerings of manufactured elements
tailored to the desire of those in charge of purchasing.
Conditional 60,000 dollars total not included in the running total: For
donations of 30,000 dollars that would be made to both the Democratic
and Republican parties as the law permits, for support of those who
have understood the importance of the technology to the economy and
with reciprocal support to the company.
428,000 dollars: Will be used to advertise the company and its activities to
the public. Publications such as Popular Science, Wall Street Journal, New
York Times, Investors Business Daily, and monetary incentives for " story "
coverage to Popular Science, Time magazine, U.S. News, and other
miscellaneous relevant publications .
600,000 dollars: Will be used for attorneys and other experts in the progress
of the companies activities. Consisting of Securities and Exchange,
manufacturing contract management, U.S. Patent Filing of product
spin-off's, Bookkeeping.
Upon sufficient sales of stock and product additional personnel will
be hired according to the budget and need.
715,000 dollars: Will be used for salaries.
</TABLE>
<TABLE>
<C> <S>
200,000 dollars: to the President CEO.
40,000 dollars: Capable Secretary
90,000 dollars: Two research engineers receiving 45,000 dollars each.
90,000 dollars: Three Machinists totaling $30,000 each.
45,000 dollars: Foreman.
240,000 dollars total. Eight technician's receiving 30,000 dollars each.
80,000 Outside Technical Consultants.
+_____________________________
715,000 dollars total will be used for salaries.
One Sales Vice President to be paid by commission in charge of selling
stock to the public in-house; which will have a commission only sales
force of 60 people as may be permitted by state law.
100,000 dollars: To subsidize self insured health insurance of employees.
Where a lower rate will be offered to the employees through an arrangement
with the insurance company.
150,000 dollars: For telephone usage and equipment, printing and
equipment, office and equipment, and travel expenses.
Zero dollars: An independent Brokerage firm has been selling stock to
the public.
Zero dollars: The companies ( in house ) sales force has been selling
stock to the public.
220,000 dollars: Will be utilized to submit the ( second ) Securities and
Exchange Commission stock offering to the public, where 5% of all
outstanding stock owned by the company will be offered for a total dollar
amount to raise $60 billion dollars: towards working capital and other
corporate needs and activities. The total expenditure of the 220,000
dollars: will go towards legal fees, securities and exchange fees,
miscellaneous fees. Stock issued will be
common non-voting stock.
---------------------------
Total Third Year Budget Expenditures
3,521,000. dollars:
---------------------------
Note: Budget of $9,561,000. million dollars minus being "Total Third Year
Budget Expenditures" of 3,521,000. dollars, equals a balance of $6,040,000.
dollars which is to be placed in a suitable business bank account readily
accessible and or ultra conservative short term U.S. securities for use in
contractually obligatory contracts to manufacture, joint ventures, and as
provable liquidity to support in obtaining contracts when such liquidity
is a contractual criteria. It should be understood this balance amount does
not reflect the moneys which will be added to its total from the sale of
stock in house and by brokerage firms selling the companies stock.
It should be understood this balance amount does not reflect the moneys
which will be added to its total from the sale of stock in-house and by
brokerage firms selling the companies stock, or from sale of the companies
products.
(End of Example of Disbursement Executive Summary)
---------------------------
DEBT
See "(B) FINANCIAL STATEMENT SCHEDULES".
-------------------------------
CORPORATION BANK ACCOUNT
Corporate Bank account opened immediately after the CPA
certification letter obtained on new corporation in
Fleet Bank",
1209 St. Johnland Road,
Kings Park,
N.Y., zip code 11754,
Routing Number 021000322,
Bank account opened on 29th March 2000; bank statement as of the day
of filing this day 30th March with $50.
ASSETS
The Corporation has as its asset a license agreement for the patent titled
"Prefabricated Space Station". The patent is strongly supported in its
claims, and no valid circumvention or infringement is anticipated. Vigorous
prosecution of infringement will be waged upon any encroachment.
CAPITALIZATION
DETERMINATION OF PURCHASE PRICE
The purchase price of the shares will at first be arbitrarily set by
the executive officer and not determined by the market of investors
submitting offers for the shares in the offering. The arbitrary par
value of $20. does not necessarily bear any relationship to the
Company's asset value, net worth or other established criteria of value.
Each prospective investor should make an independent evaluation of
the fairness of such price. See "Capitalization," and "Dilution".
THE COMPANY
The Company expects to have an equity capitalization of approximately
$800,000 dollars upon consummation of the Offering and the Direct Sales
Management believes that this level of capitalization will demonstrate a
strong financial position and a high level of commitment to future
potential clients. As a newly formed entity, the Company's capital is
presently unencumbered by such issues as insured portfolio leverage,
loss reserve adequacy, unrealized losses in its future investment portfolio.
In addition, although the Company does expect that it may seek a working
capital line of credit to finance its operations, the Company does not
presently have or plan to have any indebtedness other than obtaining
letters of credit in connection with its manufacturing agreements.
BUSINESS STRATEGY
The Company's objective is to capitalize on what it believes to be an
opportunity to provide innovative and cost-effective forms of products.
The Company will seek to achieve this objective through the implementation
of its business strategy, the principal components of which are:
- Participate in the Development of a manufacturing Market in
the United States and around the world. As described in detail in the
executive summary and prospectus.
EQUITY
Capitalization will also be done by manufacturing several space station
modules which will be put on the for sale, is to be accomplished
immediately upon funding or as soon as is practicable; further
defining this activity is that the company will maintain a number of
these devices on the shelf for sale, in order that they can be used as
collateral in obtaining loans from institutions thereby reducing the
need to sell stock to raise capital. This activity would of course only
be done if at the time the lending rates are relatively competitive and
useful and shown to be advantageous after study.
DIVIDEND POLICY
Due to the fact this is a new company, dividends are to be paid on a
discretionary basis. Where the company has substantial costs for its
startup and excess funds are nonexistent or scarce dividends are
"unlikely" to be paid in the immediate future estimated to be two
years. When the company has excess funds one of the goals it has for
itself are to give dividends of unspecified percentage or dollar amount.
These dividends would be discretionary unknown percentage or dollar
amounts given to investors for each share of their stock. It is one of the
companies goals to give dividends to investors as an inducement to
to reward investors with a dividend is motivated by the companies interest
in attracting investors to purchase in bulk at the wholesale and individual levels.
What is a dividend?
Dividends are sometimes associated with stocks. In addition to the
ownership value of a stock, dividends can be paid in the form of cash,
as additional stock, or both. Cash dividends and stock dividends are
designated pro rata, by the board of directors of a company, among
the shares outstanding. Cash dividends are usually paid quarterly if
you own 100 shares of a stock that pays $1 per share you would
receive $25 per quarter. If the board of directors declared a 10% stock
dividend, you would receive 10 more shares of stock if you owned
100 shares. Sometimes stock dividends can be paid in shares of another
company, which is usually a subsidiary of the company issuing the
dividend. On common stocks, the dividends of the company vary with
the profits of the company and the cash on hand. If the company is
not making money, the dividend can be omitted completely. Dividends
are basically rewards to the shareholders.
LIMITATIONS ON OWNERSHIP,
TRANSFERS AND VOTING RIGHTS.
Furthermore until such time as there needs to be more detailed definitions
of restrictions Bighard.com, Inc. will act in accordance with SEC rules
regulations, and limitations imposed upon entities where transfer of stock
ownership pertains, or under any blue sky or other United States
securities laws or under the laws of any other jurisdiction is required and
such registration.
In addition, the Bye-Laws generally provide that any person (or any
group of which such person is a member) holding directly, or by attribution,
or otherwise beneficially owning voting shares of Bighard.com, Inc. should
such voting shares be issued in the future, carrying 10% (or collective
ownership of 17%) or more of the total voting rights attached to all of
Bighard.com, Inc.'s outstanding capital shares, will have the voting rights
attached to its voting shares reduced so that it may not exercise more than
approximately 9.9% of such total voting rights. Because of the attribution
provisions of the Code and the rules of the Securities and Exchange
Commission (the "Commission") regarding determination of beneficial
ownership, this requirement may have the effect of reducing the voting
rights of a shareholder whether or not such shareholder directly holds of
record 10% (or collective ownership of 17%) or more of the voting shares
of Bighard.com, Inc.. Further, the directors (or their designee) have the
authority to request from any shareholder certain information for the
purpose of determining whether such shareholder's voting rights are to
be reduced. Failure to respond to such a notice, or submitting incomplete
or inaccurate information, gives the directors (or their designee)
discretion to disregard all votes attached to such shareholder's Common
Shares. See "Description of Capital Stock -- Common Shares."
NO PRIOR PUBLIC MARKET
Before the Offering there has been no public market for the Common
Shares. There can be no assurance that an active trading market for the
Common Shares will develop or be sustained following the completion
of the Offering or that the market price of the Common Shares will not
decline from the initial public offering price. The initial public offering
price for the Common Shares offered hereby was established by the
Company and the representatives of the Underwriters and may not be
indicative of the market price of the Common Shares after the Offering.
DILUTION.
Purchasers of Common Shares in the Offering may experience
immediate and substantial dilution of an currently unknown dollar
amount per share in the net tangible book value of their Common
Shares from the initial public offering price when and if the company
retains the services of a brokerage firm to sell the companies securities
in the markets or market and the shares subsequently become open
to the public markets valuations. "See "Dilution."
UNDERTAKINGS
The undersigned registrants hereby undertake:
(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.
(ii) To reflect in the prospectus any facts or events arising after the effective
date of the Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and 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.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
Insofar as indemnification for liabilities arising out of the Securities Act
may be permitted to directors, officers or controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrants
have been advised that in the opinion of the Commission such indemnification
is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by a registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense in any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
DIVIDEND POLICY
Bighard.com, Inc. is a newly formed corporation and has not declared or
paid any cash dividends on its Common Shares. The Board of Directors of
Bighard.com, Inc. intends "NOT" to declare and pay out of current and
dollar amount per Common Share following the first full fiscal quarter
following the consummation of the Offering as the company is capable
of paying; as it will depend upon operating costs and overhead balance
sheet information not yet known. It will be Bighard.com, Inc.'s policy
to retain all earnings in excess of such quarterly dividends to support the
growth of its business. If Bighard.com, Inc.'s current and retained
earnings do not support the payment of such quarterly dividends, future
dividends may be reduced or eliminated. If Bighard.com, Inc. makes a
payment to shareholders in excess of its current and retained earnings,
such payment would be treated as a return of capital to holders of the
Common Shares. The declaration and payment of dividends by
Bighard.com, Inc. will be at the discretion of its Board of Directors
and will depend upon Bighard.com, Inc.'s results of operations and
cash flows, the financial position and capital requirements of the
Operating Company, general business conditions, legal, tax, regulatory
and any contractual restrictions on the payment of dividends and other
factors the Board of Directors of Bighard.com, Inc. deems relevant.
Bighard.com, Inc.'s ability to pay dividends depends on the ability of
the Operating Company to pay dividends to Bighard.com, Inc.. While
Bighard.com, Inc. is not itself subject to any significant legal prohibitions
on the payment of dividends on its Common Shares, the Operating
Company is subject to Wyoming regulatory constraints which affect
its ability to pay dividends to Bighard.com, Inc.. Accordingly, there is
no assurance that dividends on the Common Shares will be declared or
paid in the future. See "Management's Discussion and Analysis of
Financial Condition and Plan of Operations -- Liquidity and Capital
Resources" and "Business -- Regulation."
DILUTION
Purchasers of the Common Shares offered in the Offering may experience
an immediate and substantial dilution in net tangible book value of their
Common Shares from the initial public offering price when and if such
public trading begins on an exchange. After giving effect to the Offering
and the Direct Sales, the pro forma net tangible book value of the Common
Shares (after deducting underwriting discounts and commissions, certain
advisory fees and other estimated expenses, including reimbursement of
certain expenses related to the Offering) will be based on and approximate
to dilution related to a currently unknown dollar amount per share in the
net tangible book value of their Common Shares from the initial public
offering price. Without taking into account any Common Shares issuable
upon the exercise of Class A Warrants, Class B Warrants and options not
as yet being offered . Pro forma "net tangible book value" per outstanding
share represents shareholders' equity divided by the number of outstanding
Common Shares, including the Common Shares issued in the Offering and
the Direct Sales.
DESCRIPTION OF SECURITIES
AUTHORIZED STOCK
Bighard.com, Inc.
COMMON SHARES
100,000 SHARES NON VOTING COMMON STOCK.
This offering places 100,000 common shares at $20. par value per share
(the "Common Shares"), offered hereby (the "Offering") for sale by
Bighard.com, Inc. ("Bighard.com, Inc."). Prior to the Offering, Bighard.com,
Inc. has not conducted any business and there has been no public market
for the Common Shares. The initial public offering price will be $20.00
per Common Share. There are no shares of preferred stock.
DETERMINATION OF PURCHASE PRICE
The purchase price of the shares does not necessarily bear any
relationship to the Company's asset value, net worth or other established
criteria of value. Each prospective investor should make an independent
evaluation of the fairness of such price. See "Capitalization,", "Dilution",
" Risk Factors. Stock valuation will be based on the per share value after
deducting the estimated costs of the offering. These estimated costs are
those expenditures which are necessary are legal expenses, filing expenses,
daily operating costs, advertising campaign expenses, and other necessary
unspecified costs essential to the operation of the company.
The executive officer Mr. John Mecca will retain some 60% of all stock
issued in order to maintain speedy growth without opposition. It is prudent
to be aware of the fact that Mr. Mecca is open to statistically sound input
contrary to his personal choices for operations decisions, the revaluation of
decisions to be based on then opposing renewed study. See "LIMITATIONS
ON OWNERSHIP, TRANSFERS AND VOTING RIGHTS."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE. (See Risk Factors)
DILUTION
Dilution of stock valuation will be based on the per share value after
deducting the estimated costs of the offering. These estimated costs are
those expenditures which are necessary are legal expenses, filing expenses,
daily operating costs, advertising campaign expenses, and other necessary
unspecified costs essential to the operation of the company.
Additional and subsequent new stock offerings increasing the total number
of shares of stock available in the public domain may decrease the perceived
value of each share.
No increase in shares is to be granted or given to holders of shares of stock
from this or subsequent future offerings as a means to prevent dilution of
the shares percentage in relation to the total number of shares offered in
present or subsequent future offerings.
NOTICE OF DILUTION
Upon new or subsequent filings all shareholders will be notified by first
class mail 30 days prior to such a filing of any new filing so as to allow
them to purchase new shares in order to maintain their original percentage
of the publicly held shares.
RESERVED RIGHT TO REDUCE PURCHASE PRICE
The Company reserves the right to reject offers that it deems manipulative,
disruptive or necessary or beneficial to facilitate the orderly completion of the
offering, and reserves the right, in exceptional circumstances, to alter all
aspects of price as it deems necessary, to effect a fair and orderly distribution
of shares form offers of large block purchases. For example, large orders may
have their price to recipient reduced to insure a public distribution and the
ability of the Company to satisfy stock exchange listing requirements.
VALIDITY OF COMMON STOCK
The validity of the Common Stock offered hereby will be passed upon for
the Company by Mr. John Mecca acting in his capacity as general counsel
of the Company. Mr. John Mecca is also the Company's president and
chief executive officer as well as a director and significant shareholder.
See "Principal Stockholders"
MORE INFORMATION
The Company has filed a registration statement on Form S-1 with
the Securities and Exchange Commission, or SEC, for the common stock
offered in this prospectus. This prospectus contains all of the information
set forth in the registration statement. For all information with r
statement and to the exhibits and schedules filed therewith. A copy of
the registration statement may be inspected by anyone without charge
at the SEC's principal office in Washington, D.C., and copies of all or
any part of the registration statement may be obtained from the Public
Reference Section of the SEC, 450 Fifth Street, N.W., Washington,
D.C. 20549, upon payment of certain fees prescribed by the SEC.
Please call the SEC at 800-SEC-0330 for further information on the
operation of the public reference rooms. The SEC maintains a web site
that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the SEC.
The address of the web site is http://www.sec.gov. Upon completion
of the offering, the Company will be --------- subject to the information
reporting requirements of the Securities Exchange Act of 1934, as
amended and, in accordance therewith, will file reports, proxy statements
and other information with the SEC.
The Company intends to furnish its stockholders with annual
reports containing financial statements audited by our independent
public accountants and quarterly reports for the first three fiscal quarters
of each fiscal year containing unaudited interim financial information.
EXECUTED under penalty of perjury this 23rd day of March 2000
COOPERATION WITH RETAIL BROKERAGE FIRMS
Bighard.com intends to establish agreements with any retail brokerage
firms interested in selling Bighard.com offering to its clients. This could
provide Bighard.com with a retail sales force numbering in the thousands,
without any fixed costs or overhead. A traditional initial public offering
is only available to the clients of the underwriter, and co-underwriters.
Since Bighard.com maintains a perfectly democratic philosophy,
whereby its stock is available to all investors through its website and soon
to be initiated in house sales force, Bighard.com will not limit the
number of brokerage firms that can sell Bighard.com offerings.
INVESTOR AWARENESS
The primary means of contact with the investing public is intended
to be Bighard.com's web site, www.BIGHARD.com.
Initially, --------------------- Bighard.com intends to utilize conventional
public relations and advertising mediums to educate investors about the
products and services that Bighard.com offers. Once Bighard.com begins
offering sale of stock, the primary means of publicizing and educating
will be its web site, http://www.Bighard.com being the location and direction
to the company; in addition each of the companies SEC filed offerings are by
virtue of its name being an Internet address advertising in and of itself to
those who digest new stock offerings from the SEC. These are the first
aspects of the company's promotion and --------------- public relations
efforts. Bighard.com will benefit from the publicity generated by these
offerings at no cost to Bighard.com . Bighard.com intends to assemble
and maintain an extensive database of investors that have visited
Bighard.com's web site, and registered to receive information regarding
Bighard.com offerings. Investors will be contacted by e-mail of an
Bighard.com offering. This is a very cost efficient means of reaching a
targeted and pre-qualified market of investors.
The Company's Board of Directors consists of one individual with
extensive research experience into the industries proposed that the
company will compete in. Management believes that the reputation and
expertise possessed by the Company's understanding of what consultants
to use when the need arises through research should assist the Company
with its analysis's and marketing efforts.
LEGAL PROCEEDINGS
The Company is not currently involved in any litigation or arbitration.
The Company anticipates that it will be subject to litigation and arbitration
in the ordinary course of business. However the company has endeavored
to reduce its liabilities through diligent study of the process's of preemptive
disclaimers to deflect misrepresentation, and general study of product
liability, long term performance of materials, and anticipation of other
matters of day to day corporate activities.
Through a Disciplined Underwriting Approach Bighard.com, Inc. will
rely primarily on sale of stock directly over the internet using a secure
transaction service in addition to postal mailing of forms and monies on
its Internet web pages of which it has as its name address
http://www.bighard.com . This web site will act as the foundation
location where prior to the formation of a commission sales force in
order to facilitate immediate access to purchase stock; the use of the
Internet to sell stock directly is a method which does "not" allow the
company stock the advantages of a market, such as the various stock
exchanges give to stock sales. However with the changing climate in the
trading of stock over the Internet being an up and coming method it is
anticipated that the companies direct method of sale of stock to investors
directly will become acceptable to many investors; it is further anticipated
that as the company shares become popular with investors brokerage
firms may seek out the company to purchase stock directly as well. One
Sales Vice President to be paid by commission in charge of selling stock
to the public in house also known as "institutional sales"; which will
have a commission only sales force of 30 people as may be permitted
by state and federal law. All persons acting as sales persons will be
required to take a content and understanding "test" about most company
activities as well as a technical information "test" about the products
thereby allowing them to be given titles of " Assistant Vice Presidents
in charge of corporate stock sales. This will allow them to undertake
such roles as is stipulated under SEC regulation not requiring SEC
accredited licenses to sell stock to the public. In addition the company
will make a constant effort to secure the services of a brokerage firm to
augment the sale of stock to the public.
The traditional process by which businesses raise capital in the
public markets is inefficient and manipulated. Shares in companies
at their inception and even before are given to favored clients, usually
large institutions, at prices substantially below the price the investing
public is willing to pay. This closed system repeatedly rewards the
favored clients, is unfair to the investing public, and diverts from the
companies stock to the favored clients the substantial difference between
the price the investing public is willing to pay and the discounted price
the favored clients purchase the shares for.
The true cost of the underwriting is the profit received by the favored
clients, plus the marketing, legal expenses, and underwriters' fees. In
many recent instances, this cost is more than the amount of money raised
by the IPO company in the public offering. Bighard.com intends to eliminate
the financial intermediaries, and take this IPO opportunity directly to the
investing public. The market of investors will be able to evaluate the
merits of this IPO candidate, and understand the reasoning behind the
value of its shares. This is the same analysis that every investor performs
when purchasing shares of a company in the open market. The success
of an offering will be partially dependent upon the IPO's ability to ga
resources it elects to devote to an IPO publicity campaign.
Bighard.com has provided this filing as a complete analysis of its
business for the investor determine its suitability as an offering
suitable for their investment.
HIDDEN COST OF A TRADITIONAL IPO
The traditional process by which businesses raise capital in the public
markets is inefficient and manipulated. Shares in IPO's are given to favored
clients, usually large institutions, at prices substantially below the price
the investing public is willing to pay. This is not only unfair to the
investing public, but the substantial difference between the price that shares
are sold to the favored clients for and the price that the investing public
pays once the shares start trading goes into the pockets of the favored
clients, rather than to the IPO company. The true cost of the underwriting
is the profit received by the favored clients, plus the marketing, legal
expenses, and underwriters' fees. A recent "Wall Street Journal" article
regarding the IPO of VA Linux stated, "While the IPO netted a mere
$132 million for the company, $1.2 billion fell into the pockets of
somebody somehow selected by the underwriters. Bighard.com intends
to eliminate the financial intermediaries, and take this IPO opportunity
directly to the investing public. The market of investors will evaluate
the merits of this IPO candidate, and understand the value attached to
the IPO candidate's shares, the same way every investor does when
purchasing shares of a company in the open market. The success of
an offering will be partially dependent upon the IPO candidate's ability
to gain widespread exposure through its contacts in its industry and
the resources it elects to devote to a publicity campaign.
OBSTACLES TO GOING PUBLIC
A major determinant in which companies go public, and how successful
their offerings are, is the investment bank. The investment bank's
perception of a company's business, and the ability of the investment
bank to sell the shares to institutional investors at prices that will allow
them to "flip" their shares immediately in the aftermarket determines
the level of the investment bank's interest. Their decision to take a company
public is not necessarily dependent upon the merit of a company's
business, or the level of retail investor interest. Bighard.com provides
a democratic and merit-based method allowing its company to raise
capital through this IPO. The demand for shares in the public market
of investors will ultimately determine the price that a company is able
to sell shares as an exchange market develops.
THE BIGHARD.COM SOLUTION
Bighard.com will remove almost all barriers for a company going
public through this IPO. The Internet and the age of information facilitate
the dissemination of information on a broad, open, and democratic basis,
at a low cost. The public makes investment decisions based on information.
In the past investment banks, large financial institutions, and analysts have
attempted to keep information tightly controlled. These entities insist that
companies have private investment conferences, conveying information to
them before the general public has access. Now, this information is
readily, and inexpensively, available to everyone with access to the Internet.
Traditional investment banks will be slow to seize the opportunity presented
by the Internet because they are run by high-priced investment bankers,
who are no longer necessary, and they will be unable to continue offering
information to large institutional clients on a selective basis.
Bighard.com's web site www.BIGHARD.com, will provide the
investing public the forum to purchase shares in an exciting company
creating a rare public investment opportunity. All investors will have
equal access to the offerings as the company complies with blue sky
regulations, in virtually unlimited quantities. In most traditional IPO's,
those investors fortunate enough to receive shares, will only be allocated
50 or 100 shares in an IPO. In the Bighard.com offering, an investor is
able to purchase almost any quantity of shares desired. The largest
financial institutions will need to submit offers to purchase shares
in exactly the same manner as the smallest investor.
Most important, the large discount to the price that the public market
is willing to pay will no longer go into the pockets of the favored clients
of the investment bankers. Bighard.com's web page will create a marketplace
to raise capital through the sale of registered securities to accredited investors.
The services offered by the Company are more specifically described
within other areas of this prospectus: (See Risk Factors)
DISSOLUTION
The company will "not" be dissolved should it fail to sell all of the stock
offered in this filing. Sould the comapny fail to sell all the stock offered in
this filing it will continue to operate as best it can, and try to secure whatever
contracts to fabricate product for profit, and to do also any activity of
commerce allowed to it under its corporate entity status.
PLAN OF DISTRIBUTION
All sales of stock will be done directly and only by Officers and Directors
of the company having full knowledge of all of the companies operations
and organization.
The shares of stock the company is offering will be sold directly by the
Company from its Internet web site www.Bighard.com in what is called a
DPO ( Direct Public Offering ). For the forseeable future the sale of the
company stock will take place on the company website. Potential
purchasers of stock will find the website as a result of the company
website being visable within the various internet search engines directories
and index's relating to sale of stock to the public and or about the companies
products.
Upon the review of the prospectus to be shown in full on the Bighard.com
website an investor who wishes to buy its shares of stock would then be
required to check a "check box" to certify that they had fully read and fully
understood the entire filing and information about the company that will be
there for them to read. Upon certifying such an agreement a responce from
the website will occur allowing the potential purchaser to contact the
company through its website and or telephone to receive a sale agreement to
make the purchase. Sale to prospective purchasers will be qualified as to
their residence and applicability under the Blue Sky Regulations of the
individual states which may apply. No sale of stock to states, countries, or
other jurisdictions other than those which have granted permission officially
to do so will be made according to Blue Sky Registration requirements. A
clear statement will be prominently displayed stating that the sale of stock
can only be made to specific states, and then name those states, countries,
jurisdictions. At the time of this filing no shares have been given, sold or
otherwise transferred execept for those shares which the executive officer
owns. All sale of stock will be qualified for sale to prospective investors
based in whole or part of the specification of this prospectus and its
particulars. No finders will be involved with the offering.
Officers and Directors of the company
SUBSCRIPTION QUALIFYING OF INVESTORS
The company Bighard.com, Inc. will act as its own "in house transfer agent"
No broker or dealer has been retained or is under any obligation to pur
Shares will be held by the company Bighard.com, Inc. in its corporate
account "Fleet Bank", 1209 St. Johnland Road, Kings Park, N.Y., zip- 11754,
until the mutual acceptance of offers is confirmed. Funds accompanying
offers not lawfully valid and or accepted by the Company will be refunded
by check or wire transfer, pursuant to the directions provided in the offer.
The Company reserves the right to reject offers that it deems manipulative,
disruptive or necessary or beneficial to facilitate the orderly completion of the
offering, and reserves the right, in exceptional circumstances, to alter all
aspects of price as it deems necessary, to effect a fair and orderly distribution
of shares form offers of large block purchases. For example, large orders
may have their price to recipient reduced to insure a public distribution and
the ability of the Company to satisfy stock exchange listing requirements.
Prior to the offering, there has been no public market for the Company's
common stock. The initial offering price for the common stock will
be determined by established criteria of the value of the companies assets,
although these factors were not considered in establishing the initial public
offering price range due to the fact that the company has no assets other
than its U.S. Patent.
The expenses of the Offering include the Securities Exchange
Commission registration fee, Internet listing fee, printing expenses, legal
fees and expenses, accounting fees and expenses, travel expenses, Blue
Sky fees and expenses, transfer agent and registrar fees, and other
miscellaneous fees. The Company estimates these fees and expenses
will be an aggregate of approximately $50,000, which will be paid
entirely by the Company.
The Company intends to contact prospective investors by publicizing
the offering through its web site at www.BIGHARD.com, newspapers,
magazines, and media coverage as it is financially able. All such
advertisements in publications will invite persons interested in the offering
to obtain a copy of the prospectus by contacting the Company. In addition,
the Company may contact additional potential investors by direct mail
solicitation in states it is authorized to do so according to Blue Sky Registration
Regulations.
The Company reserves the right to reject any subscription in its entirety
or to allocate shares among prospective investors. If any subscription is
rejected, funds received by the Company for such subscription will be
returned to the subscriber without interest or deduction.
Within five days of its receipt of a subscription agreement accompanied
by a check for the purchase price, the Company will send by first class
mail a written confirmation to notify the subscriber of the extent, if any,
to which such subscription has been accepted by the Company. Not
more than thirty days
following the mailing of its written confirmation, a subscriber's Common
Stock certificate will be mailed by first class mail. The company shall not
use the proceeds paid by any investor until the common stock certificate
evidencing such investment has been mailed.
Although the Company's long-term plan for providing liquidity to its
shareholders is to develop a public market for its common stock by
soliciting securities brokers to become market-makers of the shares, to
date the Company has not solicited any such securities brokers. See
"Limitations on Transfer of Shares."
UNAUDITED PRO FORMA
CONSOLIDATED BALANCE SHEET
(2) Before deducting certain advisory fees and other Offering expenses
payable by Bighard.com, Inc. estimated to be $800,000. . See "Use of Proceeds."
(4) Assuming completion of all the Direct Sales, the total Proceeds to
Bighard.com, Inc. will be $800,000. minus the in house web site sales
commission which will equal a total influx of capital to the company is
$800,000. .(See Risk Factors)
MARKETING STRATEGY
Once registration or qualification of an offering is obtained, a business
may sell shares of its securities, provided that a prospectus offering circular
in a form approved by the Commission is provided prior to or at the
time of sale. In October 1995, the Commission issued guidelines permitting
electronic distribution of prospectuses and sales material through the
Internet. The trading of securities is also subject to substantial regulation
by the Commission. The Commission has issued a no-action letter
concerning Internet securities trading through electronic bulletin boards
in June of 1996, and another allowing certain private placements via
the Internet. The first Internet public offering appeared in 1996.
Subsequently, a no-action letterexpanded the scope of Internet
offerings and after-market trading.
The sale of securities is also subject to extensive regulation by the
states. These laws, commonly referred to as "Blue Sky" laws, generally
require that offers or sales conducted in those states must be first
registered or qualified with the state securities regulatory agency. As
is the case with the Securities Exchange Commission, many state
regulatory agencies have implemented new rules designed to facilitate
equity offerings. Compliance with the various Blue Sky laws can be time
consuming, however. The company has already done a partial
investigation of Blue Sky registration in 46 of the 50 states, and has
obtained the feedback from some 18 of the 50 states; it is forseen that
the company will have no difficulty complying with those states in
which it opts to register its securities.
Bighard.com's ability to comply with all applicable laws and rules is
dependent in large part upon the establishment and maintenance of a
compliance system reasonably designed to ensure such compliance,
and Bighard.com's ability to attract and retain qualified compliance
personnel. The principal purpose of regulation and discipline of
broker/dealers is the protection of customers and securities markets,
rather than protection of creditors and stockholders of broker/dealers.
Bighard.com could, in the future, be subjected to disciplinary or other
actions due to a claimed noncompliance, which could have a material
adverse effect on the Company's business, financial condition, and
operating results.
The Company may be required to comply with record keeping, data
processing, and other regulatory requirements as a result of proposed
federal legislation or otherwise, and the Company may be subject to
additional regulation as the market for online commerce evolves.
Because of the growth in electronic commerce, and federal or state
authorities could enact laws, rules, or regulations affecting the Company's
business or operations. The Company also may be subject to federal,
state, and foreign transmitter laws and state and foreign sales and use tax
laws. If enacted or deemed applicable to the Company, such laws, rules
or regulations could be imposed on the Company's activities or its
business, thereby rendering the Company's business or operation more
costly or burdensome, less efficient or even impossible, any of which
could have a material adverse effect on the Company's business,
financial condition, and operating results
EMPLOYEES
The Company employs one person full time. The Company is currently
seeking, and intends to hire, additional employees. The Company's success
its existing executive officers and to attract, train, and retain qualified
additional personnel. None of the Company's employees are subject to
collective bargaining agreements or are represented by a union. The
Company intends to have signed employment and nondisclosure
agreement with each employee.
FACILITIES
The Company has as its office the website www.bighard.com. The current
annual rental expense is $0 per month being paid for personally by direct
donation by the executive officer. Additional space will as illustrated by
("USE OF PROCEEDS ") will be required as our business expands and
will be available on acceptable terms.
LEGAL PROCEEDINGS
The Company is not currently a party to any legal proceedings.
To date, the Company's operations have been concentrating on developing
its web site, www.BIGHARD.com.
The Company may enter into strategic business alliances and gain access to
specialized services by issuing stock rather than expending operating capital,
though no such actions are currently planned. Mergers and acquisitions such
as these could internalize certain external costs associated with the
Company's services, though there is no guarantee that such savings
would occur.
The Company believes that the cash proceeds from this offering will be
sufficient to meet its initial operational cash requirement for the next six
( 6 ) months, it will be necessary to raise additional funds within the next six
( 6 ) months, if the amount actually received by the Company from this
offering is significantly less than the estimated proceeds from the Offering ,
management believes that it can continue operations for the foreseeable
future, in addition it may be able to expand its business as projected if
contracts to fabricate product are secured. If this Offering does not become
completed in relation to selling all shares offered, the Company will seek
other means of raising capital to continue operations of the Company.
The Company does not expect to seek loan financing of any kind for
the foreseeable future.
COMPENSATION OF DIRECTORS AND OFFICERS
The Company paid no salaries to its officers or directors during 2000.
The Company here establishes the salaries of its employees and officers and
executive officers will parallel those estimates within the
("USE OF PROCEEDS ") . The executive officer will review and evaluate
the compensation and benefits of all of the Company's officers and
employees, review general policy matters relating to compensation
and employee benefits and make recommendations concerning these
matters to the board of directors when formed.
LIMITATION OF DIRECTORS' LIABILITY
The By-laws of the Company provide that a director of the Company
will not be personally liable for monetary damages to the Company or its
stockholders for breaches of its fiduciary duty as a director, unless the
director acted in bad faith, knowingly or intentionally violated the law,
personally gained a financial profit or other advantage to which the
director was not entitled, or violated federal securities law.
TRANSFER AGENT
Subsequent to the offering the Company intends to complete transfers
of stock from and to the company in house using accepted accounting
methods, until such time should it arise that it becomes cost effective to
hire an outside transfer agent company.
INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Under Wyoming Business Corporation Law ("WYBCL"), any laws that
apply to a corporation that may indemnify any person made, or threatened
to be made, a party to any action or proceeding, except for shareholder
derivative suits, by reason of the fact that he or she was a director or officer
of the corporation, provided such director or officer acted in good faith for a
purpose which he or she reasonably believed to be in the best interests of
the corporation and, in criminal proceedings, in addition, had no reasonable
cause to believe his or her conduct was unlawful will be adopted as necessary.
In the case of shareholder derivative suits, the corporation may indemnify any
person by reason of the fact that he or she was a director or officer of the
corporation if he or she acted in good faith for a purpose which he or she
reasonably believed to be in the best interests of the corporation, except that
no indemnification may be made in respect of (i) a threatened action, or a
pending action which is settled or otherwise disposed of; or (ii) any claim,
issue or matter as to which such person has been adjudged to be liable to
the corporation, unless and only to the extent that the court on which the
action was brought, or, if no action was brought, any court of competent
jurisdiction, determines upon application that, in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for that portion of the settlement amount and expenses as the
court deems proper.
The indemnification described above potentially under the WYBCL is not
exclusive of other indemnification rights to which a director or officer may
be entitled, whether contained in the certificate of incorporation of by-laws,
or when authorized by (i) such certificate of incorporation or by-laws; (ii) a
resolution of shareholders; (iii) a resolution of directors; or (iv) an agreement
providing for such indemnification, provided that no indemnification may be
made to or on behalf of any director or officer if a judgment or other final
adjudication adverse to the director or officer establishes that his or her acts
were committed in bad faith or were the result of active and deliberate
dishonesty and were material to the cause of action so adjudicated, or that
he or she personally gained in fact a financial profit or other advantage to
which he or she was not legally entitled.
The corporate Certificate of incorporation the Company possesses may
eliminate the personal liability of all of the Company's directors to the
fullest extend allowed as provided by the WYBCL. The corporate
Certificate of Incorporation of the Company provides that the Company
shall indemnify any director or officer of the Company made, or
threatened to be made, a party to an action or proceeding if such director
or officer acted, in good faith, for a purpose which he reasonably believed
to be in, or, in the case of service for any other enterprise, not opposed
to, the best interests of the Company and, in criminal actions or
proceedings, in addition, had no reasonable cause to believe that his
conduct was unlawful as is made possible under the law. No indemnification
shall be made for an action or proceeding by or in the right of the Company
to procure a judgment in its favor in respect of (1) a threatened action,
or a pending action which is settled or otherwise disposed of, or (2) any
claim issue or matter as to which such director or officer shall have been
adjudged to be liable to the Company, unless and only to the extent a
court determines the person is fairly and reasonably entitled to indemnity
for such portion of the settlement amount and expenses as the court
deems proper. In addition, the Certificate of Incorporation of the
Company provides that a director's liability to the Company for breach
of duty to the Company or its stockholders shall be limited to the fullest
extent permitted by Wyoming law.
BUSINESS
The amounts actually expended for such working capital purposes
the amount of future revenues and the other factors described under
"Risk Factors." Accordingly, the timing and exact amounts of operating
expenditures have not been determined at this time. Pending use of these
funds, the Company intends to invest any excess proceeds in short term,
investment grade, interest-bearing investments. The Company anticipates
that proceeds from the offering should be sufficient to allow the
Company to continue operating for the foreseeable future. The anticipated
offering expenses will consist of legal and accounting expenses, registration
and "Blue Sky" fees, printing costs, document delivery costs, order
fulfillment, transfer agent fees, and similar costs. The Company also plans
to use offering expenses to purchase a directors' and officers liability
policy for the Company's officers and directors providing coverage in an
amount not less than $10 million. The availability and cost of such
coverage is unknown.
Maintain Low Cost Structure.
Management believes that through controls on overhead expenses and
the current lack of corporate and state level tax in the state chosen where
it incorporated the Company will have a low cost structure. The Company
expects that its cost structure will help enable it to offer its products at
attractive prices and to compete effectively in the manufacturing and
construction industries. (See Risk Factors)
MANAGEMENT
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND PLAN OF OPERATIONS
DISCUSSION RELATED TO REGULATIONS S-K
SUBPART 229.303
1.) The company having incorporated on March 20, 2000 has not been in
existence for a full fiscal year and subsequent details as to its operations and
other information requested under Regulations S-K subpart 229.303 are as a
result unavailable or minimal. The specifics as relate to this regulations
request of address of certain conditions are answered below.
( i ) Liquidity: The current conditions believed to affect the liquidity of the
registrant are that there first and foremost is a great need to reduce shipping
costs and strain on renewable building material resources, and wherein this
inventions spinoff products do much to address a way to materially reduce
the size of the product during shipping. The stress on the environment in
providing renewable resources such as tree timber, silica cement, and steel
girder framework is great, and the proposed advantage of a foam wall
invention being able to stretch the usage of cement, replace steel and wood
will reduce the need for these materials thereby and subsequently reducing
the stress on the ecosystem when utilizing algae and seaweed based foaming
material. Because of the great concern by national leaders as to the damage to
the ecology and the percieved reduction of stress on the ecology by using
this product it can be extrapolated that it will be found to be advantageous
by the public and industry. The fact of its potentially being found to be
advantageous by the public and industry should under the current trend of
the gradual scarcity of renewable and non-renewable building resources sale
of this product by this company is expected to be possible. Therefore the
liquidity of the company is likely to increase based on current trends related
to concerns about thye ecology.
2.) Capital Resources
( i ) Capital Resources: The capital expenditures needed by the company are
for funding to begin operations. There has been no business activity due to it
being a new company without operating history. The current commitment is
to raise capital through this public offering; the proceeds raised from this
offering will be used to carry out the activities as outlined within this prospectus.
( ii ) The trend most likely to affect the companies business is the cost of plant
matter originating from the seas and oceans. The current trend is that there
are substantial amounts of this plant matter being disposed of as a waste
product. Where a considerable amount of money is being spent to rid
harbours and waterways of various algae and seaweed as a nusiance to ship
traffic, such conditions are advantageous to the company where the cost of
this raw material is low due to there being a lack of use of it in a product
such as a building material. Currently such raw material finds its way into
agriculture as feed for livestock at a few dollars per ton. As a building material
its value within the finished product its value increases substantially.
There is therefore an expectation that the supply will not decrease but
rather increase and contribute to the liquidity of the company directly as a
result of its low cost longterm.
3.) Results of Operations:
( i ) The company is new and without operating history and therefore cannot
illustrate any events, transactions, economic changes, or circumstances
which have affected its operations, income, revenues, or expenses to date.
( ii ) Should there be a dramatic increase in the cost of seaweed and or algae
it would influence the bottom line profit margin of the company from the
sale of its products. This situation is from all indications not likely to
occur and there is no criteria to extrapolate conditions under which such
a condition might occur; for example great changes would have to occur
in the earths climate to affect the growth of sea plant life and is not
likely to occur. In any event artificial farms to grow seaweed and algae are
inexpensive to fabricate, operate, and maintain.
( iii ) The short time which the corporation has been in existence precludes
discussion as to net sales or revenues being affected by price increases of
product, amount of goods or services being sold, or introduction of new
products or services.
( iv ) The corporations has not seen a full year of existence which
precludes discussion as to the effect of inflation, changing prices of the
registrants net sales and revenues, or on income from continuing operations.
No business resulting in the sale and profit of any product or service has
as yet taken place to date.
The Company has since the commencement of its operations in March
2000 been developing the market. The Company's objective is to capitalize
on what it believes to be an opportunity to provide innovative and
cost-effective forms of products. The Company will seek to achieve
this objective through the implementation of its business strategy, the
principal components of which are:
- Participate in the Development of a manufacturing Market in
the United States
- Penetrate the International manufacturing and building Market
Traditionally, manufactured goods have been made of concrete, steel, glass
and wood. The Company will initially focus its efforts on developing
opportunities in the United States. The Company is not currently licensed
to manufacture, distribute or sell its proposed product line; management will
monitor the need to obtain licenses in such markets in order to comply
with applicable law or to be able to engage in manufacturing and contracting
related activities.
CURRENT BUSINESS OF THE COMPANY
The current and only activity of the business at the time of this filing is
simply to prepare this filing for the purpose of raising capital through a
public offering. The initial activity of obtaining a patent for the company
and providing a public presence by having a company website have been
accomplished; therefore there is no further action possible except to wait
until the registration here has been filed and deemed effective by the SEC
that the website has drawn inquiry from potential customers as to the
potential to use foam wall technology in their projects.
LIQUIDITY AND CAPITAL RESOURCES
Bighard.com, Inc. will rely primarily on sale of stock by the company itself
on its Internet web pages prior to the formation of commission sales force as
mentioned in more detail within this offering. The Board of directors of
Bighard.com, Inc. intends to weigh the financial condition of the company
and decide if it may pay out of current and retained earnings a quarterly cash
dividend of an unspecified and discretionary dollar amount $. per Common
Share following the end of the first full fiscal quarter following the
consummation of the Offering. It will be Bighard.com, Inc.'s policy to retain
all earnings in excess of such quarterly dividends to support the growth of
its business. If Bighard.com, Inc.'s current and retained earnings do not
support the payment of such quarterly dividends, future dividends may
be reduced or eliminated. If Bighard.com, Inc. makes a payment to
shareholders in excess of its current and retained earnings, such payment
would be treated as a return of capital to holders of the Common Shares.
The declaration and payment of dividends by Bighard.com, Inc. will be
at the discretion of its Board of Directors and will depend upon
Bighard.com, Inc.'s results of operations and cash flows, the financial
position and capital requirements of the Operating Company, general
business conditions, legal, tax, regulatory and any contractual
restrictions on the payment of dividends and other factors the Board of
Directors of Bighard.com, Inc. deems relevant. Bighard.com, Inc.'s
ability to pay dividends depends on the ability of the Operating
Company to pay dividends to Bighard.com, Inc.. While Bighard.com, Inc.
is not itself subject to any significant legal prohibitions on the payment
of dividends on its Common Shares, the Operating Company is subject
to Wyoming regulatory constraints which affect its ability to pay
dividends to Bighard.com, Inc.. Accordingly, there is no assurance that
dividends on the Common Shares will be declared or paid in the future.
See "Dividend Policy" and "Business -- Regulation -- Wyoming."
The principal sources of funds for the Operating Company's operations
are initially expected to be substantially all of the net proceeds of the Offering
and the Direct Sales (after deducting underwriting discounts and commissions,
certain advisory fees and other expenses where they apply. The balance of the
net proceeds will be invested in accordance with the Investment Guidelines.
The Company believes that the net proceeds of the Offering and the Direct
Sales will be sufficient to fund its planned growth and operating activities for
the next several years. (See Risk Factors)
PRINCIPAL STOCKHOLDERS
Presently all stock in the company is held by the executive oficer
Mr. John Mecca. His anticipation is to retain some 60% of all stock issued
in order to maintain speedy growth without opposition. It is prudent to be
aware of the fact that Mr. Mecca is open to statistically sound input contrary
to his personal choices for operations decisions, the revaluation of decisions
to be based on then opposing renewed study.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
CERTAIN PERSONS PARTICIPATING IN THE OFFERING MAY
ENGAGE IN TRANSACTIONS THAT STABILIZE, MAINTAIN OR
OTHERWISE AFFECT THE PRICE OF THE COMMON SHARES,
INCLUDING PURCHASES OF THE COMMON SHARES TO STABILIZE
THEIR MARKET PRICE, PURCHASES OF THE COMMON SHARES
TO COVER SOME OR ALL OF A SHORT POSITION IN THE COMMON
SHARES MAINTAINED BY THE UNDERWRITERS AND THE
IMPOSITION OF PENALTY BIDS. FOR A DESCRIPTION OF THESE
ACTIVITIES, (See Risk Factors)
BOOK VALUE FORMULA
The Corporation's "book value" shall mean the difference between the
Corporation's total assets and total liabilities, as determined from the books
of account at the close of business on the last day of the calendar month
preceding the date of the event causing purchase and sale under this Agreement.
The audited financial statements of the corporation will be used as the basis
for the purchase price after a period of three years from the date of
incorporation being March 20, 2003, at that time there will be adjustments
for the appraised value of tangible assets, discounts of inventory or
receivable, and or a predetermined value for "goodwill. This " Earnings formula"
for those year's earnings , or an average of the next three recent years, will be
multiplied by a predetermined "capitalization factor " (or price/earnings ratio)
to determine a value for the corporation, or at any such time as financial, legal
or other issues require, demand or are advantageous for such evaluation and action.
DIRECT SALES
For the immediate future prior to securing the services of a brokerage
firm to sell the company stock in a public market the company will sell
its own stock on the Internet in conjunction with the utilization of
an in house commission sales force.
The commission to be offered to such in house company executive sales
persons will be (3% of the total) to the executive sales vice president and to
his subordinate assistant sales vice presidents. (See Risk Factors)
UNDERWRITING DISCOUNTS
PRICE TO PUBLIC
The company will begin operations by selling stock through the company
itself. In addition the company will create a commission sales force within the
company to sell stock. Bighard.com will apprise brokerage firms as to the
availability of Bighard.com's interest in selling them blocks of stock at
traditional prices which these brokerage firms pay to make their own profit
margin in those sales. Furthermore the company will inquire of other companies
licensed to sell stock to undertake the sale of Bighard.com stock. (See Risk Factors)
CERTAIN TAX CONSIDERATIONS
Management believes that through controls on overhead expenses and the
current lack of corporate and state level tax in the state where it incorporated
the Company will have a low cost structure. The Company expects that its
cost structure will help enable it to offer its products at attractive prices and
to compete effectively in the manufacturing and construction industries.
Other circumstances of obligatory payment in relation to product sales,
construction, contracts in other countries and with governments, and in
addition the company also may be subject to federal, state, and foreign
transmitter laws and state and foreign sales and use tax laws. of tax can
be seen under (See Risk Factors)
LEGAL MATTERS
LIMITATION OF DIRECTORS' LIABILITY
The By-laws of the Company provide that a director of the Company
will not be personally liable for monetary damages to the Company or its
stockholders for breaches of its fiduciary duty as a director, unless the
director acted in bad faith, knowingly or intentionally violated the law,
personally gained a financial profit or other advantage to which the director
was not entitled, or violated federal securities law. (See Risk Factors)
EXPERTS
The only expert herein specified as qualified for such consideration is the
executive officer; who has conceived of and otherwise solely executed all
information contained. Mr. John Mecca has been actively engaged in a sole
proprietorship, his business as a contractor spans some 23 years. His duties
were to obtain work through advertising and or reference, upon obtaining
leads he would then research and bid the job. Upon obtaining such work he
then obtained appropriate subcontractors when necessary. Carrying out to
and having a spotless record with the county of which is the principal
location of his activities; no lawsuits have ever been filed against his company
called Castle remodeling. The bulk of the companies activities are in
residential renovation. Mr. Mecca has three years experience in ultra-high
vacuum and materials applications; his duties included fabrication of valves,
Hi-Vac work chambers, mechanical and electron ultra-high vacuum pumping
mechanisms, and extensive machinist experience with all types of lathes,
grinders, milling machines. Materials research and comparison studies.
His general experiences of having a sole proprietorship have groomed him
to have overall skills in management of all phases of a project from inception,
collaboration, fabrication, testing, marketing, and soliciting. These broad
skills will enable the corporation to speedily take substantial market share
where applicable. In addition Mr. Mecca is eager to groom several able
employees in take charge oversight positions to reduce his being invaluable to
the operations of the company in the event of necessity. Planning ahead and
networking with industry, and where necessary government leaders will be
top priority in promotion of the company. In addition to the above skills
outlined Mr. Mecca has a through understanding of the value of maintaining a
balance between the creation of a tangible product line public promotion,
against the sale of stock not necessarily linked to actual sales. Mr. Mecca
has no pending lawsuits against him or against any person or entity. Mr.
Mecca has never filed for business bankruptcy. (See Risk Factors)
------------------------------------------------------
LIMITATIONS ON TRANSFER OF SHARES
(BEGINNING OF THE BELOW STOCK PURCHASE AGREEMENT
AND SIGNATURE PAGE)
STOCK PURCHASE AGREEMENT AND SIGNATURE PAGE
(All investors must sign this Stock Purchase Agreement)
Print this document or click here to download a copy
Stock Restriction Agreement
THIS STOCK RESTRICTION AGREEMENT is made by and among
_______________________________________________, a Wyoming
corporation (hereinafter referred to as the "Bighard.com, Inc. Corporation")
and
_______________________________________ (hereinafter collectively
referred to as the "Shareholders"), with respect to all of the issued and
outstanding shares of stock of the Corporation presently or hereafter owned
by each of the Shareholders (hereinafter referred to as "Shares"). The
Corporation and the Shareholders are sometimes hereinafter collectively
referred to as the "Parties."
EVENTS REQUIRING SALES OR OFFERS. This agreement provides for
sales or redemption's of stock in any or all of the following cases:
Voluntary offers to sell to a third party. (The rights of the corporation or
shareholders are to purchase stock before it can be sold to another person is
sometimes called a "right of first refusal.")
Bankruptcy, insolvency, or involuntary attachments. (The rights of the
corporation or shareholders are to purchase stock before it can be sold to
another person is sometimes called a "right of first refusal.") So that stock
does not wind up in the hands of creditors or trustees for creditors.
Death of the shareholder. (The rights of the corporation or shareholders
are to purchase stock before it can be sold to another person is sometimes
called a "right of first refusal.")
Disability of the shareholder, making him or her unable to work for the
corporation. (The rights of the corporation or shareholders are to purchase
stock before it can be sold to another person is sometimes called a "right of
first refusal.")
Termination of employment with the corporation (other than by death or
disability). (The rights of the corporation or shareholders are to purchase
stock before it can be sold to another person is sometimes called a "right of
first refusal.")
The corporation has the first option to purchase in whole or part stock in
the event of an insolvency or third party offer, but does not give a shareholder
the right to require the redemption of stock in the event of death or disability.
(The rights of the corporation or shareholders are to purchase stock before it
can be sold to another person is sometimes called a "right of first refusal.")
The corporation or other shareholders have a right of first refusal, the option
price is usually the price offered by the third party.
Permissible Transfer. Anything to the contrary in this Agreement
notwithstanding, a Shareholder may freely transfer without the receipt of
monetary consideration all or any portion of his Shares to his spouse, children,
grandchildren, or parents, or custodians or trustees for the benefit of such
relatives, without such transfer being subject to the restrictions against
transfer contained herein; provided that such transferee executes this
Agreement and holds such Shares subject to all of the terms and conditions
contained herein, and no further transfer of such Shares can be made unless
such transfer complies with all of the terms and conditions of this
Agreement. All Shares transferred pursuant to this paragraphs shall be
treated thereafter as the Shares of the transferring Shareholder for purposes
of this Agreement in the event of such Shareholder's death, permanent
disability or voluntary withdrawal.
Purchasers of stock who qualify under State and Federal regulations as to
their residence who elect to purchase shares of the Company's common
stock must complete, sign and mail this Subscription Agreement, along
with a check or money order for the full purchase price, to: Bighard.com, Inc.,
Attention: Stock Purchase, P.O. Box 364, Kings Park, NY 11754;
Phone: 1-631-360-1557. Alternatively, investors may wire their subscription
payment as follows: (1) Fax the completed, executed subscription agreement
to fax #: 1-631-360-1557 enter mail box # 2 at the tone press send, and (2)
In your cover note, request wiring instructions and include your phone
number and/or email address so that we can contact you with wiring instructions.
Enclosed is payment for ______________________shares, at $20.00 per share,
totaling $______________________
PURCHASER DATA: (Must be completed in full)
Full Name(s) of Subscriber:_________________________________________
Number of shares ________________________________________________
________________________________________________
First Middle Initial Last
For the person(s) who will be registered shareowner(s):
Residence Address: ___________________________________________
________________________________________
Telephone Number: Business: (______)______________________
Home: (______)____________________
Social Security or Taxpayer ID Number:__________________________
__________________________________________________________
(Please attach any special mailing instructions other than shown above)
SIGNATURE MUST BE IDENTICAL TO
THE NAME OF REGISTERED OWNER
_________________________________________
Print Name of Purchaser
_________________________________________ Signature Date
___________________________________________
Print Name of Purchaser (if more than one)
_________________________________________ Signature Date
The Name you wish to appear
on the Stock Certificate:______________________________________
SIGNIFICANT DISCLOSURE
TO, THE TERMS AND CONDITIONS OF THE QUALIFICATION
APPROVED BY THE SECURITIES COMMISSIONS OF THE STATES IN
WHICH THE SHARES ARE BEING OFFERED.
Subscription accepted by Bighard.com, Inc.:
Corporate Officer ____________________________________________________
Date____________________
NO SHARE PURCHASE AGREEMENT IS EFFECTIVE UNTIL
ACCEPTANCE
(You will be mailed a signed copy of this agreement to retain for your records.)
WITNESS my hand and official seal:
_______________________________
Notary Public
{END OF THE ABOVE STOCK PURCHASE
AGREEMENT AND SIGNATURE PAGE}
------------------------------------------------------
ADDITIONAL INFORMATION
ARTICLES OF CORRECTION TO ARTICLES OF INCORPORATION
FOR
BIGHARD.COM INCORPORATED
The undersigned, as incorporator of Bighard.com Incorporated, a Wyoming
corporation, does hereby request that the Articles of Incorporation be
corrected and restated as follows:
ARTICLES OF INCORPORATION
OF
BIGHARD.COM INCORPORATED
The undersigned, acting as incorporator of a corporation under the Wyoming
Business Corporation Act, W.S. 17-16-101 et seq., adopts the following
Articles of Incorporation for such corporation:
FIRST: The name of the corporation is BIGHARD.COM
INCORPORATED
SECOND: The aggregate number of shares which the corporation now
shall have the authority to issue is an unlimited number of shares with no
par value.
(1) Dividends. The holders of Common Shares shall be entitled to
receive dividends out of funds legally available therefor at such times and
in such amounts as the Board of Directors may determine in its sole discretion.
(2) Voting Rights. Each Common Share shall entitle the holder thereof
to vote on each matter submitted to a vote of shareholders of the Corporation
as the Board of Directors may determine to allow in its sole discretion.
THIRD: The address of the initial registered office of the corporation is
1912 Capitol Ave., Cheyenne, WY 82001, and the name of its initial
registered agent at such address is Registered Agency Services, Inc. The
written consent to appointment, manually signed by the registered agent,
accompanies these Articles of Incorporation.
FOURTH: Registered Agency Services, Inc., whose address is American
National Bank Building, 1912 Capitol Ave., Cheyenne, WY 82001, is the
incorporator.
FIFTH: Limitation of Directors' and Officers' Liability. Subject to Wyoming
law, the directors and officers of the company will not be personally liable for
monetary damages to the Company or its stockholders for breaches of its
fiduciary duty as a director or officer, unless the director or officer acted in
bad faith, knowingly or intentionally
violated the law, personally gained a financial profit or other advantage to
which the director or officer was not entitled, or violated federal securities law.
FURTHERMORE AND SUPERCEDED BY THE ABOVE:
No director of BIGHARD.COM INCORPORATED shall be personally
liable to the corporation or its shareholders for monetary damages for breach
of fiduciary duty as a director; provided, however, that this
provision shall not eliminate or limit the liability of a director for (1) any
breach of the director's duty of loyalty, as defined by the Wyoming Business
Corporation Act, to the corporation or its shareholders; (2) for acts or
omissions not in good faith or which involved intentional misconduct or
a knowing violation of law; (3) for unlawful distributions made in violation
of Wyo. Stat. 17-16-640 and liability incurred therefor as set forth in
Wyo. Stat. 17-16-833; or (4) for any transaction from which the director
derived an improper personal benefit.
SIXTH: Indemnification. Subject to Wyoming law, and subject to the
provisions of the foregoing Article, the Corporation agrees to indemnify
and hold harmless its officers and directors from any and all manner, nature
and extent of loss, damage or harm.
FURTHERMORE AND SUPERCEDED BY THE ABOVE:
(1) The corporation shall indemnify any individual made a party to a
proceeding because he is or was a director, officer, incorporator, employee
or agent of the corporation against liability incurred in the proceeding if:
(a) He conducted himself in good faith; and
(b) He reasonably believed that his conduct was in or at least
not opposed to the corporation's best interest; and
(c) In the case of any criminal proceeding, he had no reasonable
cause to believe his conduct was unlawful.
(2) Indemnification shall also be provided for an individual's conduct with
respect to an employee benefit plan if the individual reasonably believed
his conduct to be in the interests of the participants in and beneficiaries of
the plan.
(3) The corporation shall pay for or reimburse the reasonable expenses
incurred by a director, officer, incorporator, employee or agent of the
corporation who is a party to the proceeding in advance of final disposition
of the proceeding if:
(a) The individual furnishes the corporation a written affirmation
of his good faith belief that he has met the standard of conduct described herein;
(b) The individual furnishes the corporation a written
undertaking executed personally or on his behalf to repay the advance if it
is ultimately determined that he did not meet the standard of conduct; and
(c) A determination is made that the facts then known to those
making the determination would not preclude indemnification under the law.
The undertaking required by this paragraph shall be an unlimited general
obligation but need not be secured and may be accepted without reference
to financial ability to make repayment.
(4) The indemnification and advancement of expenses authorized herein
shall not be exclusive of any other rights to which any director, officer,
incorporator, employee or agent may be entitled under any by-law,
agreement, or resolution of shareholders or disinterested directors or
otherwise. The articles of incorporation shall not be interpreted to limit in
any manner the indemnification or right to advancement for expenses of
an individual who would otherwise be entitled thereto. These articles of
incorporation shall be construed to provide indemnification and
advancement of expenses to the extent permitted by law.
REGISTERED AGENCY SERVICES, INC.
BY:
Jo Lyn Jordan, Vice-President
BYLAWS
OF
BIGHARD.COM INCORPORATED
ARTICLE I
SHAREHOLDERS
SECTION 1. ANNUAL MEETING. An annual meeting shall be held once
each calendar year for the purpose of electing directors and for the
transaction of such other business as may properly come before the meeting
as the Board of Directors may determine to allow in its sole discretion.
The annual meeting shall be held at the time and place designated by the
Board of Directors from time to time.
SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders
may be requested by the President, the Board of Directors, or the holders
of a majority of the outstanding voting shares as the Board of Directors
may determine to allow in its sole discretion.
SECTION 3. NOTICE. Written notice of all shareholder meetings shall be
provided under this section or as otherwise required by law. The Notice
the purpose of the meeting. Such notice shall be mailed to all shareholders
of record at the address shown on the corporate books, at least 10 days
prior to the meeting. Such notice shall be deemed effective when
deposited in ordinary U.S. mail, properly addressed, with postage prepaid.
SECTION 4. PLACE OF MEETING. Shareholders meetings shall be
held at the corporation's principal place of business unless otherwise
stated in the notice.
SECTION 5. QUORUM. A majority of the outstanding voting shares,
whether represented in person or by proxy, shall constitute a quorum at a
shareholders meeting. In the absence of a quorum, a majority of the
represented shares may adjourn the meeting to another time without further
notice. If a quorum is represented at an adjourned meeting, any business
may be transacted that might have been transacted at the meeting as originally
scheduled. The shareholders present at a meeting represented by a quorum
may continue to transact business until adjournment, even if the withdrawal
of some shareholders
results in representation of less than a quorum.
SECTION 6. INFORMAL ACTION. Any action required to be taken, or
which may be taken, at a shareholders meeting, may be taken without a
meeting and without prior notice if a consent in writing, setting forth the
action so taken, is signed by the shareholders who own all of the shares
entitled to vote with respect to the subject matter of the vote.
ARTICLE II
DIRECTORS
SECTION 1. NUMBER OF DIRECTORS. The corporation shall be managed
by a Board of Directors consisting of 3 director(s) as the Board of Directors
may determine to allow in its sole discretion.
SECTION 2. ELECTION AND TERM OF OFFICE. The directors shall be
elected at the annual shareholders meeting. Each director shall serve a term
of 1 year(s), or until a successor has been elected and qualified as the Board
of Directors may determine to allow in its sole discretion.
SECTION 3. QUORUM. A majority of directors shall constitute a quorum.
SECTION 4. ADVERSE INTEREST. In the determination of a quorum
of the directors, or in voting, the adverse interest of a director shall not
disqualify the director or invalidate his or her vote.
SECTION 5. REGULAR MEETING. An annual meeting shall be held,
without notice, immediately following and at the same place as the annual
meeting of the shareholders. The Board of Directors may provide, by
resolution, for additional regular meetings without notice other than the
notice provided by the resolution.
SECTION 6. SPECIAL MEETING. Special meetings may be requested
by the president, Vice-president, Secretary, or any two directors by
providing five days' written notice by ordinary United States mail, effective
when mailed.
SECTION 7. INFORMAL ACTION. Any action required to be taken at
a meeting of directors, or any action which may be taken at a meeting of
directors or of a committee of directors, may be taken without a meeting
if a consent in writing setting forth the action so taken, is signed by all of
the directors or all of the members of the committee of directors, as the
case may be.
SECTION 8. REMOVAL/VACANCIES. A director shall be subject to
removal, with or without cause, at a meeting of the shareholders called for
that purpose. Any vacancy that occurs on the Board of Directors, whether
by death, resignation, removal or any other cause, may be filled by the
remaining directors. A director elected to fill a vacancy shall serve the
remaining term of his or her predecessor, or until a successor has been
elected and qualified.
SECTION 9. COMMITTEES. To the extent permitted by law, the
Board of Directors may appoint from its members a committee or
committees, temporary or permanent, and designate the duties, powers
and authorities of such committees.
ARTICLE III
OFFICERS
SECTION 1. NUMBER OF OFFICERS. The officers of the corporation
shall be a President, one or more Vice-presidents (as determined by the
Board of Directors), a Secretary, and a Treasurer. Two or more offices
may be held by one person.
SECTION 2. ELECTION AND TERM OF OFFICE. The officers shall
be elected annually by the Board of Directors at the first meeting of the
Board of Directors following the annual meeting of the shareholders. Each
officer shall serve a one year term or until a successor has been elected and
qualified.
SECTION 3. REMOVAL OR VACANCY. The Board of Directors shall
have the power to remove an officer or agent of the corporation. Any
vacancy that occurs for any reason may be filled by the Board of Directors.
ARTICLE IV
CORPORATE SEAL, EXECUTION OF INSTRUMENTS
The corporation shall not have a corporate seal. All instruments that are
executed on behalf of the corporation which are acknowledged and which
affect an interest in real estate shall be executed by the President or any
Vice-president and the Secretary or Treasurer. All other instruments
executed by the corporation, including a release of mortgage or lien, may be
executed by the President or any Vice-president. Notwithstanding the
preceding provisions of this section, any written instrument may be
executed by any officer(s) or agent(s) that are specifically designated
by resolution of the Board of Directors.
ARTICLE V
AMENDMENT TO BYLAWS
The bylaws may be amended, altered, or repealed by the Board of
Directors or the shareholders by a majority of a quorum vote at any
regular or special meeting; provided however, that the shareholders
may from time to time specify particular provisions of the bylaws
which shall not be amended or repealed by the Board of Directors.
ARTICLE VI
INDEMNIFICATION
Any director or officer who is involved in litigation by reason of his or
her position as a director or officer of this corporation shall be indemnified
and held harmless by the corporation to the fullest extent authorized by
law as it now exists or may subsequently be amended (but, in the case of
any such amendment, only to the extent that such amendment permits
the corporation to provide broader indemnification rights).
CERTIFICATION
I certify that the foregoing is a true and correct copy of the bylaws of
the above-named corporation, duly adopted by the Director(s) on
March 20, 2000.
FINAL CHECKLIST FOR CORPORATE BYLAWS
FOR: BIGHARD.COM, INC.
MARCH 20, 2000
MAKE IT LEGAL
When the Bylaws have been completed the bylaws should be signed by the
corporate secretary who is elected by the initial directors
(or the Incorporator(s)). The bylaws should be dated and signed after
the initial directors (or Incorporator(s)) have considered and approved
the content of the bylaws.
COPIES
The original signed bylaws should be placed into the corporate records
book, which can be simply a 3-ring notebook designated for that purpose.
A copy of this document should be kept off-sight in a safe location.
OTHER INFORMATION
* The corporation begins its existence when the Secretary of State files
the Articles. Adopting bylaws is also necessary. However, there is an
additional step which must be taken to complete the organization: An
"organizational meeting" of the incorporators (or the initial directors, if
they were named in the Articles) must be held. Alternatively, such
Consent" without a meeting.
REASONS TO UPDATE
* Change or correct a provision in the bylaws before they are adopted.
* Update or correct the location analysis.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the State
of Wyoming on
Dated: March 20, 2000.
REGISTERED AGENCY SERVICES, INC.
BY:
JO LYN JORDAN, Vice-President
STATE OF WYOMING )
) ss
COUNTY OF LARAMIE )
On March 20, 2000, before me, a Notary Public in and for Laramie County,
State of Wyoming, personally appeared Jo Lyn Jordan, Vice-President of
Registered Agency Services, Inc., and being first duly sworn by me upon
oath, says that the facts alleged in the foregoing instrument are true.
Witness my hand and official seal. My
commission expires: .
S E A L Notary Public
Bighard.com, Inc. together with its executive officiers authorize these
Articles of Incorporation:
By: /s/ John Mecca
John Mecca
CHAIRMAN OF THE BOARD,
PRESIDENT AND CHIEF EXECUTIVE OFFICER
--------------------------------
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
John Mecca, and each of the, as his true and lawful attorney-in-fact and
agent,with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with exhibits and schedules thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto each said attorney-in-fact, full power and
authority to do and perform each and every act and thing necessary or
desirable to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, thereby ratifying and confirming
all that each said attorney-in-fact, or his substitute, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities on the dates indicated.
</TABLE>
<TABLE>
<S> <C>
NAME TITLE DATE
Chairman of the Board,
/s/ John Mecca President and
Chief Executive Officer March 12, 2000
John Mecca (PRINCIPAL EXECUTIVE
OFFICER)
Chief Financial Officer
* (PRINCIPAL FINANCIAL
OFFICER March 12, 2000
John Mecca AND PRINCIPAL ACCOUNTING
OFFICER)
* Executive Vice President,
Secretary, March 12, 2000
John Mecca Treasurer and Director
* Executive Vice President
and March 12, 2000
John Mecca Director
II-7
NAME TITLE DATE
*
Director March 12, 2000
John Mecca
*
Director March 12, 2000
John Mecca
*By: /s/ John Mecca
John Mecca
Attorney-in-fact
II-8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Bighard.com, Inc.. have each duly caused this Amendment No. 1 to the
Registration Statement of Form S-1 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cheyanne, State of
Wyoming on March 12, 2000
Bighard.com, Inc.
John Mecca
P.O. Box 364,
Kings Park,
New York,
zip code 11754-0364
tele# (631) 360-1557
By: /s/ John Mecca
John Mecca
Chairman of the Board,
President and Chief Executive Officer
------------------------------------------------------
(beginning of license agreement)
LICENSE TO USE PATENTED PROPERTY
License to use United States Patent # 4,880,186 Date of Patent Issuance date
Nov.14,1986 having approximately six years left until it expires. License of U.S.
Patented intellectual property consumated MARCH 30, 2000. As
consumated, has the following authorized definition:
"The improvements of the organization and operation has to do with an
adhesive that temporarily bonds the internal surfaces of two flexible
envelopes equidistantly spaced from each other over the entire surfaces
facing each other, the space between the walls bonded together separates
upon pressurization of a foam between the walls dispersed by a hollow
perforated hoop tube to disperse the foam under pressure evenly, while
acting as an anchor of the flexible double wall to the deployment cylinder
interior and gas and plastic catalysts reservoir within the container, on the
end of the container are flanges as standards for interconnecting modules,
hatches, and space craft; multiple function of deployment container
offering perimeter as protective
shield."
The Patent License Agreement
Patent license agreements are based on two bodies of law -- the law of
contracts, which enforces the promises of people, and the law of torts, which
enforces the reasonable conduct of people.
Such an agreement appears below between the licensee heretofore known as
Bighard.com its assigns and successors and
the licensessor known as one John Mecca.
Heading-Parties-Date.
This agreement is effective as of the 30th day of March 2000, by and between
John Mecca, 119 Whittier Drive, Kings Park, New York (hereinafter referred
to as Licensor), and Bighard.com, Inc. Company, a corporation of Wyoming,
P.O. Box 364 Kings Park, New York (hereinafter referred to as Licensee).
License to use United States Patent # 4,880,186 Date of Patent Issuance date
Nov.14,1986 having approximately six years left until it expires.
Witnesseth,
Whereas John Mecca is the inventor of United States Patent # 4,880,186 titled
"Prefabricated Space Station", a patent related to inflatable foam wall
technology, and
Whereas, Bighard.com, Inc. is in the business of manufacturing inflatable
foam wall technology, and is interested in obtaining a license, etc.
Now therefore, in consideration of the mutual covenants and promises
hereinafter set forth, it is mutually agreed by and between the parties hereto
as follows:
Grant of License.
License to use United States Patent # 4,880,186 is to be exclusively the
right of Bighard.com, Inc. in all implications and rights to use.
Bighard.com, Inc. the Licensee may grant sublicenses.
Payments.
Licensor accepts a one time sum of $0. (zero dollars) in total from the
licensee as compensation for this unlimited license perpetually.
Improvements.
Any improvement in the art considered in this contract by the Licensor wi
agreement.
Any improvement in the art considered in this contract by the Licensee will
automatically be conferred as property of the Licensee named within this
agreement.
Infringement.
Bighard.com, Inc. is obligated to pay for the enforcement and prosecution of
any infringes of the patent. Licensor confer's all responsibility of legal,
financial obligation together with all other responsibilities to enforce the
rights granted here to Bighard.com, Inc..
Patent Markings.
Licensor grants Licensee Bighard.com, Inc. the right to place the patent
numbers of existent patented technology; and subsequent patent numbers
can be put on a product by Bighard.com, Inc..
Other Obligations of Licensee.
The Licensor assumes no responsibility for any and all liability arising from
the use or misuse of the license including but not limited to product liability
where the Licensee Bighard.com, Inc. has engaged in manufacture and
distribution of the product in perpetuity. Should the company named
Licensee Bighard.com, Inc. be dissolved and any liability arise after such
dissolution no responsibility of any liability can or will be transferred to
the Licensor perpetually. No liability assumed by Bighard.com, Inc. either
legal, financial, or any other liability will be transferred to the Licensor
should Bighard.com, Inc. and or its assigns go out of business, becomes
insolvent, or file for bankruptcy
Disclaimer of Agency.
The parties Licensee Bighard.com, Inc. and Licensor John Mecca are
independent contractors in relation to this agreement and the actions of
one are not binding on the other.
Insolvency of Licensee.
Should the Licensee Bighard.com, Inc. go out of business, becomes
insolvent, or file for bankruptcy all rights conferred automatically return
to the Licensor. No liability assumed by Bighard.com, Inc. either legal,
financial, or any other liability will be transferred to the Licensor should
Bighard.com, Inc. and or its assigns go out of business, becomes insolvent,
or file for bankruptcy.
Waivers and Modifications.
This contract can be modified only in writing.
No Warranties.
Licensor provides no other warranties. No warranty is provided by Licensor
to Licensee's freedom from infringement of patents of third parties. The
Licensor has in good faith offered the use by unrestricted license under
assumption of providing a valid unencumbered patented property and
accepts no liabilities for consequential damages arising from its use by
Bighard.com, Inc. and or its assigns.
Notices.
These notices here on the 20th day of March 2000 have as a matter of
public record within this S-1 as filed will take effect the day the filing
is qualified as complete and accepted by the Securities and Exchange
Commission as authorized by prospectus and filing to sell stock to the
public within the Federal Regulations of the Securities and Exchange
Commission .
Transfer of Interest.
Licensee cannot transfer its rights to any entity.
Term.
This agreement of license will end as it applies to the original patent
upon the patents expiration. In cases where additional art is patented
under the authorized permissions as mentioned in this license contract
the expiration date of those subsequent patents will serve as the limits
of term applicable; in addition all terms of this license contract apply to
all patents subsequently infringing upon the original and or related to the
art in nature.
Termination.
Termination of this license will occur should the Licensee Bighard.com, Inc.
or its assigns fail to abide by the terms of this agreement.
Compliance with Law.
Licensee agrees to obey and conform to such laws and regulations as pertain
to its organization and operations including all that legally apply.
Entire Agreement.
This is the entire agreement, and makes no other representations. No
responsibility is accepted for misrepresentation of the facts as understood
at the time of signing.
Final Provisions.
Under United States Law and International Law this agreement is binding
on heirs, successors, of the parties herein contracted. All headings are for
convenience and not to be considered as binding by virtue of their
order of mention.
Execution of Agreement.
In witness whereof, the parties have caused this agreement to be executed
by the duly authorized officers at the places and on the dates indicated
below.
I John Mecca the Licensor do bestow upon the company heretofore as
Bighard.com, Inc. the Licensee its assigns and heirs unrestricted use in all
ways the use of property known as U.S. Patent # 4,880,186 titled
" Prefabricated Space Station" in perpetuity.
Licensor Signature: By: /s/ John Mecca
Licensee Bighard.com, Inc. Duly appointed representative
Signature: By: /s/ John Mecca
(end of license agreement)
------------------------------------------------------
Pursuant to the requirements of the Securities Act of 1933, this registrant
has been signed by the following persons in the capacities and on the
dates indicated.
The undersigned hereby consents to being named in the Registration
Statement on Form S-1 of Bighard.com, Inc., a Wyoming corporation
(the "Company"), filed with the Securities and Exchange Commission on
MARCH 30, 2000 (the "Registration Statement"), and any amendments or
supplements thereto (including post-effective amendments), as the
executive officer and director of the Company, as set forth in the
Registration Statement under the caption "Management -- Executive
Officers and Directors."
Signed /s/ John Mecca
</TABLE>
