AS FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION
ON March 12, 2000
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
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 AS REQUIRED BY LAW SENT 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 Routing Number 021000322,
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. 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 THIS OFFERING. 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.
All of the titles of the paragraphs and subparagraphs of this Agreement 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
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.......................................................
(B) Financial Statement Schedules.......................................
Prospectus Summary......................................................
The Company and Competition.............................................
Plan of Operation.......................................................
The Offering............................................................
Risk Factors............................................................
Use of Proceeds.........................................................
Debt....................................................................
Corporation Bank Account................................................
Assets..................................................................
Capitalization..........................................................
Dividend Policy.........................................................
Description of securities...............................................
Dilution................................................................
Plan of distribution....................................................
Dissolution.............................................................
Unaudited Pro Forma Consolidated Balance Sheet..........................
Management's Discussion
and Analysis of Financial Condition and Plan of Operations...........
License to use patented 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.
(B) FINANCIAL STATEMENT SCHEDULES
No schedules for which provision is made in the applicable accounting regulations
of the Commission are required under the applicable instructions or are
inapplicable and therefore have been omitted.
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.
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.
Lets just say it "may" be worth Trillions of dollars, and 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
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 "
The Future Is FOAM "What makes it so unique and possible to begin with
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 10m 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
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 manifold component
units. Erection begins where an area of ground 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. Ty
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
panel into position and inflate, an instant roof for flat and pitched areas.
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
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 radiation and impact due to
limitations of wall thickness. Soft inflatable 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:
1.) Manufacture a group of standardized rectangular containers capa
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 information; reduce the cost
of disseminating the information; eliminate 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
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..
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.
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..
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
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 declaration and payment of dividends. Prospective investors
are cautioned that such 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 suf
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 technology in the rapidly evolving
Internet stock sales technique industry 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 receives 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
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
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.
Note:All mention of streamlining in order to go through the zoning or testing
will be done with full compliance with state and federal laws.
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 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.
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 any given time, methods
to streamline code compliance may be used. It is 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
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.
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 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,
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 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 .
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.
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200,000 dollars: to the President CEO.
40,000 dollars: Capable Secretary
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
The company has no debt!
The company has no operating history and has "ZERO" debt.
The corporation was formed 20th March 2000.
The company has done no business to date.
- -------------------------------
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 $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 purchase shares of stock
at the individual and wholesale levels. This goal 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,
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
retained earnings an unknown and unquantified quarterly cash dividend 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
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.
PLAN OF DISTRIBUTION
The Company is offering to sell up to 40,000 newly issued shares at a
price predetermined by the executive officer. The plan of distribution of the offered
shares differs somewhat from traditional underwritten public offering of equity
securities.
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 value, although these factors were not
considered in establishing the initial public offering price range.
The shares will be offered and sold directly by the Company from its Internet
web site www.Bighard.com. No broker or dealer has been retained or is under any
obligation to purchase any shares. All funds accompanying lawfully valid offers
to purchase 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
transfer, pursuant to the directions provided in the offer.
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.
To subscribe for shares, each prospective investor must submit an Order
Form through the Bighard.com's web site complete, date, execute and deliver
to the Company a Universal Order Form via, fax, or mail, and have paid the
purchase price of the shares subscribed for by wire transfer or check payable
directly to the company Bighard.com, Inc. "in house transfer agent business
bank account" established in "Fleet Bank", Kings Park, New York,
zip code 11754, Routing Number 021000322.
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."
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 respect to the Company and its
common stock, make reference to the registration 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 liabilit
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 gain
widespread exposure through its contacts within its industry, and the 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
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.
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)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND PLAN OF
OPERATIONS BUSINESS STRATEGY
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.
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
will be dependent to a large degree on its ability to retain the services of 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 wil
( 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 may
vary significantly and will depend on a number of factors, including 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'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND PLAN OF OPERATIONS
GENERAL
Bighard.com, Inc. and the Operating Company were both incorporated in
Sept. 2000 in Wyoming and has no operating history.
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
and bid the job. Upon obtaining such work he then obtained appropriate
subcontractors when necessary. Carrying out to completion all contracted jobs
in the course of some 23 years in the business 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 tot he 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.
Persons 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
SIGNIFICANT DISCLOSURE
THIS STOCK PURCHASE IS MADE PURSUANT TO, AND IS SUBJECT
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 Southern Ventures, 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
date, and hour of meeting, and if for a special meeting, 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 Article
can sign an "Organizational 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.
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 will
automatically be conferred as property of the Licensee named within this 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)
- ------------------------------------------------------
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)
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