As filed with the Securities and Exchange Commission on October , 2000.
REGISTRATION NO. 333-33618
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
Amendment No. 1
to
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
THE FINANCE TEAM, INC.
(Name of Small Business Issuer in its Charter)
FLORIDA 6770 65-0959395
(STATE OR JURISDICTION (PRIMARY STANDARD (IRS EMPLOYER
OF INCORPORATION OR INDUSTRIAL CLASSIFICATION IDENTIFICATION NUMBER)
ORGANIZATION) CODE NUMBER)
______________________
10888 Avenida Santa Ana
Boca Raton, Florida 33498
(954) 698-9377
(Address And Telephone Number Of Principal Executive Offices)
10888 Avenida Santa Ana, Boca Raton, Florida 33498
(Address Of Principal Place Of Business Or Intended Principal Place Of Business)
______________________
DOUGLAS E. GREER
CHIEF EXECUTIVE OFFICER
THE FINANCE TEAM, INC.
10888 Avenida Santa Ana, Boca Raton, Florida 33498
(954) 698-9377
(Name, Address And Telephone Number Of Agent For Service)
______________________
COPIES OF COMMUNICATIONS TO:
SHUSTAK JALIL AND HELLER
545 MADISON AVENUE
NEW YORK, NY 10022
TELEPHONE NO.: (212) 688-5900
FACSIMILE NO.: (212) 688-6151
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
CALCULATION OF REGISTRATION FEE
TITLE OF EACH CLASS AMOUNT TO PROPOSED PROPOSED AMOUNT OF
OF SECURITIES TO BE BE MAXIMUM MAXIMUM REGISTRATION
REGISTERED REGISTERED OFFERING AGGREGATE FEE
PRICE OFFERING
PER SHARE PRICE
Common Stock,
$0.001 par value 1,000,000 $2.00 $2,000,000 $528.00
Total 1,000,000 $2.00 $2,000,000 $528.00
Estimated solely for the purpose of calculating the registration fee and
pursuant to Rule 457.
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.
PART I - INFORMATION REQUIRED IN PROSPECTUS
Cross Reference Sheet Showing the Location in Prospectus of Information
Required by Items of Form SB-2
Item
No. Required Item Location of Caption in Prospectus
1. Forepart of the Registration Cover Page; Outside
Statement and Outside Front Front Page of
Cover of Prospectus Prospectus
2. Inside Front and Outside Back Inside Front and
Cover Pages of Prospectus Outside Back Cover
Pages of Prospectus
3. Summary Information and Risk Prospectus Summary;
Factors Risk Factors
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Price Prospectus Summary -
Determination of Offering Price;
Risk Factors
6. Dilution Dilution
7. Selling Security Holders Not Applicable
8. Plan of Distribution Plan of Distribution
9. Legal Proceedings Legal Proceedings
10. Director, Executive Officer,
Management and Promotors Management
and Control Persons
11. Security Ownership of Certain Principal Shareholders
Beneficial Owners and Management
12. Description of Securities Description of
Securities
13. Interest of Named Experts and Legal Matters; Experts
Counsel
14. Disclosure of Commission
Position on Indemnification
for Securities Act Liabilities Statement as to Indemnification
15. Organization within Last Five Management; Certain Transactions
Years
16. Description of Business Proposed Business
17. Management's Discussion and
Analysis or Plan of Operation Plan of Operation
18. Description of Property Proposed Business
19. Certain Relationships and Certain Transactions
Related Transactions
20. Market for Common Equity and Prospectus Summary, Market for
Related Stockholder Matters Registrant's Common Stock and Related
Stockholder Matter; Shares Eligible for
Future Sale
21. Executive Compensation Management
22. Financial Statements Financial Statements
23. Changes in and Disagreements Not Applicable
with Accountants on Accounting
and Financial Disclosure
PART II
24. Indemnification of Director Indemnification of
and Officer Director and Officer
25. Other Expenses of Issuance and Other Expenses of
Distribution Issuance and Distribution
26. Recent Sales of Unregistered Recent Sales of Unregistered
Securities Securities
27. Exhibits Exhibits
28. Undertakings Undertakings
Subject To Completion, Dated October , 2000
INITIAL PUBLIC OFFERING
PROSPECTUS
THE FINANCE TEAM, INC.
1,000,000 SHARES OF COMMON STOCK
$2.00 PER SHARE
The Finance Team, Inc. is a startup company organized in the State of
Florida to pursue a business combination in the consumer finance industry.
We are offering these shares through Galleon Merchant Banking on a "best
efforts" basis. Galleon Merchant Banking will receive 10% commissions on all
stock sales.
This offering will expire 90 days from the date of this prospectus. The
offering may be extended for an additional 90 days at our sole election.
This is our initial public offering, and no public market currently exists
for our shares. The offering price may not reflect the market price of our
shares after the offering.
___________________
This investment involves a high degree of risk. You should purchase shares
only if you can afford a complete loss. See "Risk Factors" beginning on page 8.
____________________
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.
_____________________
Offering Information
Per share Total
Initial public offering price $ 2.00 $2,000,000.00
Underwriting discounts/commissions (1) $ .20 $ 200,000.00
Estimated offering expenses (1) $ .00 $ .00
Net offering proceeds to The Finance Team, Inc. $ 2.00 $1,800,000.00(1)
(1) Does not include offering costs, including filing, printing, legal,
accounting, transfer agent and escrow agent fees estimated at $18,028.
The date of this prospectus is October __, 2000
TABLE OF CONTENTS
PROSPECTUS SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
LIMITED STATE REGISTRATION . . . . . . . . . . . . . . . . . . . . . . . . . . 4
SUMMARY FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . 4
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
You may not have access to your funds for up to 18 months from the date
the this prospectus; if returned you will not get interest on your funds. 5
If a sufficient number of investors do not reconfirm their investment,
the business combination will not be closed and you will not be issued
your securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
Management does not devote their full time to the company and we may end
up missing a target opportunity. . . . . . . . . . . . . . . . . . . . . .5
YOUR RIGHTS AND SUBSTANTIVE PROTECTION UNDER RULE 419 . . . . . . . . . . . . .6
DILUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
PROPOSED BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
PLAN OF OPERATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
RELATED PARTY TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . 17
DESCRIPTION OF CAPITAL STOCK . . . . . . . . . . . . . . . . . . . . . . . . 17
SHARES ELIGIBLE FOR FUTURE SALE . . . . . . . . . . . . . . . . . . . . . . . 19
MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19
PRINCIPAL SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . .22
CERTAIN TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .23
WHERE CAN YOU FIND MORE INFORMATION? . . . . . . . . . . . . . . . . . . . . .24
MARKET FOR OUR COMMON STOCK . . . . . . . . . . . . . . . . . . . . . . . . . 24
REPORTS TO STOCKHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . .25
LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1
No dealer, salesman or any other person has been authorized to give any
information or to make any representations other than those contained in this
prospectus, and if given or made, such information or representations must not
be relied upon as having been authorized by us. This prospectus does not
constitute an offer to sell or a solicitation of any offer to buy any securities
in any jurisdiction in which such offer or solicitation would be unlawful. The
delivery of this prospectus shall not under any circumstances create any
implication that there has not been any change in our affairs since the date
hereof; however, any changes that may have occurred are not material to an
investment decision. In the event there have been any material changes in our
affairs, a post-effective amendment will be filed. We reserve the right to
reject any order, in whole or in part, for the purchase of any of the shares
offered.
Until 90 days after the date when the funds and securities are released
from the escrow account, all dealers effecting transactions in the shares,
whether or not participating in this distribution, may be required to deliver
a prospectus. This is in addition to the obligation of dealers to deliver a
prospectus when acting as underwriters to their unsold allotments or
subscriptions.
PROSPECTUS SUMMARY
The Finance Team, Inc.
We are a blank check company subject to Rule 419. We were organized as a
vehicle to acquire or merge with a business or company operating in the
consumer finance industry. We have no present plans, proposals, agreements,
arrangements or understandings to acquire or merge with any specific business
or company no have we identified any specific business or company for
investigation and evaluation for a merger with us.
Since our organization, our activities have been limited to the sale of
initial shares for our organization and our preparation in producing a
egistration statement and prospectus for our initial public offering. We will
not engage in any substantive commercial business following the offering.
We maintain our office at 10888 Avenida Santa Ana, Boca Raton, Florida 33498.
Our phone number is (954) 698-9377.
The Offering
Securities offered 1,000,000 shares of common stock,
$0.001 par value, being offered at
$2.00 per share.
Common stock outstanding
prior to the offering 500,000 shares
Common stock to be
outstanding after the offering 1,500,000 shares
LIMITED STATE REGISTRATION
Initially, our securities may be sold in New York State only pursuant to
filings in the State of New York. Therefore, you may only resell your shares
in New York State.
SUMMARY FINANCIAL INFORMATION
The table below contains certain summary historical financial data for
the Company. The historical financial data for the period ended December 31,
1999 has been derived from our audited financial statements appearing elsewhere
in this prospectus and should be read in conjunction with those financial
statements and notes thereto.
December 31, 1999
INCOME STATEMENT:
Net Income ($5,077)
BALANCE SHEET (at end of period):
Working Capital $ 4,623
Total Assets $ 7,123
Total Shareholders Equity
(Net Assets) $ 7,123
PER SHARE(1):
Net Income per common share (at end of period) $(0.010)
(1) Number of shares of common stock outstanding during period was 500,000.
Expiration Date
This offering will expire 90 days from the date of this prospectus. The
offering may be extended for an additional 90 days at our sole election.
RISK FACTORS
You may not have access to your funds for up to 18 months from the date of
this prospectus; if returned you will not get interest on your funds.
If we are unable to locate an acquisition candidate meeting these
acquisition criteria, you will have to wait 18 months from the date of this
prospectus before a proportionate portion of your funds are returned, without
interest. You will be offered return of your proportionate portion of the funds
held in escrow only upon the reconfirmation offering required to be conducted
upon execution of an agreement to acquire an acquisition candidate which
represents 80% of the maximum offering proceeds.
If a sufficient number of investors do not reconfirm their investment, the
business combination will not be closed and you will not be issued your
securities.
A business combination with an acquisition candidate cannot be closed
unless, for the reconfirmation offering required by Rule 419, we can
successfully convince you and a sufficient number of investors representing 80%
of the maximum offering proceeds to elect to reconfirm your investments. If,
after completion of the reconfirmation offering, a sufficient number of
investors do not reconfirm their investment, the business combination will not
be closed. In such event, none of the securities held in escrow will be issued
and the funds will be returned promptly to you on a proportionate basis.
Management does not devote their full time to the company and we may end up
missing a target opportunity.
Our director and officers are or may become, in their individual
capacities, an officer, director, controlling shareholder and/or partner of
other entities engaged in a variety of businesses. Douglas E. Greer, President,
and Lee A. Haskin, Vice President, are engaged in business activities outside
of us, and the amount of time they will devote to our business will only be
about five (5) to twenty (20) hours each per month. There exist potential
conflicts of interest including allocation of time between us and such other
business entities.
We will not purchase the assets of any company which is beneficially
owned by any of our officers, director, promoters, affiliates or associates.
YOUR RIGHTS AND SUBSTANTIVE PROTECTION UNDER RULE 419
DEPOSIT OF OFFERING PROCEEDS AND SECURITIES
Rule 419 requires that offering proceeds, after deduction for underwriting
commissions, underwriting expenses and dealer allowances, if any, and the
securities purchased by you and other investors in this offering, be deposited
into an escrow or trust account governed by an agreement which contains certain
terms and provisions specified by Rule 419. Under Rule 419, the funds will
be released to us and the securities will be released to you only after we have
met the following three basic conditions:
== First, we must execute an agreement for an acquisition of a business
or asset that will constitute our business and for which the fair value
of the business or net assets to be acquired represents at least 80%
of the maximum offering proceeds, but excluding underwriting
commissions, underwriting expenses and dealer allowances, if any.
== Second, we must file a post-effective amendment to the registration
statement which includes the results of this offering including, but
not limited to, the gross offering proceeds raised to date, the amounts
paid for underwriting commissions, underwriting expenses and dealer
allowances, if any, amounts disbursed to us and amounts remaining in
the escrow account. In addition, we must disclose the specific amount,
use and appropriation of funds dispersed to us to date, including,
payments to officers, directors, controlling shareholders or affiliates,
specifying the amounts and purposes of these payments, and the terms
of a reconfirmation offer that must contain conditions prescribed by
the rules. The post-effective amendment must also contain information
regarding the acquisition candidate and business, including audited
financial statements.
== Third, we will mail to each investor within five business days of a
post-effective amendment, a copy of the prospectus contained therein.
After we submit a signed representation to the escrow agent that the
requirements of Rule 419 have been met and after the acquisition is closed,
the escrow agent can release the funds and securities.
Accordingly, we have entered into an escrow agreement with Galleon
Merchant Banking which provides that:
== The proceeds are to be deposited into the escrow account maintained by
the escrow agent promptly upon receipt. While Rule 419 permits 10% of
the funds to be released to us prior to the reconfirmation offering,
we do not intend to release these funds. The funds and any dividends
or interest thereon, if any, are to be held for the sole benefit of the
investor and can only be invested in bank deposit, money market
mutual funds or federal government securities or securities for which
the principal or interest is guaranteed by the federal government.
== All securities issued for the offering and any other securities issued
to such securities, including securities issued to stock split, stock
dividends or similar rights are to be deposited directly into the
escrow account promptly upon issuance. Your name must be included on
the stock certificates or other documents evidencing the securities.
The securities held in the escrow account are to remain as issued, and
are to be held for your sole benefit. You retain the voting rights,
if any, to the securities held in your name. The securities held in
the escrow account may neither be transferred or disposed of nor any
interest created in them other than by will or the laws of descent and
distribution, or under a qualified domestic relations order as defined
by the Internal Revenue Code of 1986 or Table 1 of the Employee
Retirement Income Security Act.
== Warrants, convertible securities or other derivative securities
relating to securities held in the escrow account may be exercised or
converted in accordance with their terms, provided that, however, the
securities received upon exercise or conversion, together with any
cash or other consideration paid for the exercise or conversion, are
to be promptly deposited into the escrow account.
Prescribed Acquisition Criteria
Rule 419 requires that, before the funds and the securities can be
released, we must first execute an agreement to acquire a candidate meeting
certain specified criteria. The agreement must provide for the acquisition of
a business or assets for which the fair value of the business represents at
least 80% of the maximum offering proceeds. The agreement must include, as a
precondition to its closing, a requirement that the number of investors
representing 80% of the maximum offering proceeds must elect to reconfirm
their investment. For purposes of the offering, the fair value of the business
or assets to be acquired must be at least $1,600,000 (80% of $2,000,000).
Post-Effective Amendment
Once the agreement governing the acquisition of a business meeting the
required criteria has been executed, Rule 419 requires us to update the
registration statement with a post-effective amendment. The post-effective
amendment must contain information about the proposed acquisition candidate
and their business, including audited financial statements, the results of
this offering and the use of the funds disbursed from the escrow account.
The post-effective amendment must also include the terms of the reconfirmation
offer mandated by Rule 419. The reconfirmation offer must include certain
prescribed conditions which must be satisfied before the funds and securities
can be released from escrow.
Reconfirmation Offering
The reconfirmation offer must commence after the effective date of the
post-effective amendment. Under Rule 419, the terms of the reconfirmation
offer must include the following conditions:
== The prospectus contained in the post-effective amendment will be sent
to each investor whose securities are held in the escrow account within
5 business days after the effective date of the post-effective
amendment.
== Each investor will have no fewer than 20 and no more than 45 business
days from the effective date of the post-effective amendment to notify
us in writing that the investor elects to remain an investor.
== If we do not receive written notification from any investor within 45
business days following the effective date, the proportionate portion
of the funds and any related interest or dividends held in the escrow
account on such investor's behalf will be returned to the investor
within 5 business days by first class mail or other equally prompt
means.
== The acquisition will be closed only if a minimum number of investors
representing 80% of the maximum offering proceeds equaling $1,600,000
elect to reconfirm their investment.
== If a closed acquisition has not occurred by April 15, 2002 (18 months
from the date of this prospectus), the funds held in the escrow
account shall be returned to all investors on a proportionate basis
within 5 business days by first class mail or other equally prompt
means.
Release of Securities and Funds
The funds will be released to us, and the securities will be released to
you, only after:
== The escrow agent has received a signed representation from us and any
other evidence acceptable by the escrow agent that:
== We have executed an agreement for the acquisition of an acquisition
candidate for which the fair market value of the business
represents at least 80% of the maximum offering proceeds and has
filed the required post-effective amendment.
== The post-effective amendment has been declared effective.
== We have satisfied all of the prescribed conditions of the
reconfirmation offer.
== The closing of the acquisition of the business with a fair value
of at least 80% of the maximum proceeds.
DILUTION
The difference between the initial public offering price per share of
common stock and the net tangible book value per share after this offering
constitutes the dilution to investors in this offering. Net tangible book value
per share of common stock is determined by dividing our net tangible book value
(total tangible assets less total liabilities) by the number of shares of common
stock outstanding.
As of December 31, 1999our net tangible book value was $4,623 or $0.01
per share of common stock. Net tangible book value represents the amount of
our total assets, less any intangible assets and total liabilities. After
giving effect to the sale of the 1,000,000 shares of common stock offered
through this prospectus (at an initial public offering price of $2.00 per
share), and after deducting estimated expenses of the offering), our adjusted
pro forma net tangible book value as of December 31, 1999, would have been
$1,781,972 or $1.19 per share. This represents an immediate increase in net
tangible book value of $1.18 per share to existing shareholders and an
immediate dilution of $0.81 per share to investors in this offering. The
following table illustrates this per share dilution:
Public offering price per share $ 2.00
Net tangible book value per share before offering $ .01
Pro-forma net tangible book value per share after offering $ 1.19
Increase per share attributable to new investors $ 1.18
Pro-forma dilution per share to new investors $ 0.81
Number of Shares Before Money Received For Shares Net Tangible Book Value
Offering Before Offering Per Share Before Offering
500,000 $12,200 $0.01
Total Number of Shares Total Amount Of Money Pro-forma Net Tangible Book
After Offering Received For Shares Value Per Share After
Offering
1,500,000 $2,012,200 $1.19
Pro-Forma Net Tangible Net Tangible Book Value Per Pro-Forma Increase
Book Value Per Share After Share Before Offering Per Share Attributed
Offering Shares Offered Hereby
$1.19 $0.01 $1.18
Public Offering Price Per Pro-Forma Net Tangible Book Pro-Forma Dilution to
Share Value Per Share After Public
Offering (Your Dilution)
$2.00 $1.19 $0.81
As of the date of this prospectus, the following table setsforth the
percentage of equity to be purchased by investors in this offering compared to
the percentage of equity to be owned by the present stockholders, and the
comparative amounts paid for the shares by the investors in this offering as
compared to the total consideration paid by our present stockholders.
Shares Purchased Percentage of Total
Equity Consideration
New Investors 1,000,000 66.67% $2,000,000
Existing shareholders 500,000 33.33% $12,200
USE OF PROCEEDS
The gross proceeds of this offering will be $2,000,000. While Rule 419,
prior to the reconfirmation of the offering permits, 10% of the funds ($200,000)
to be released from escrow to us. We do not intend to request release of these
funds. This offering is contingent on the entire offering being sold and will
be sold on a first come, first served basis. If subscriptions exceed the amount
being offered, these excess subscriptions will be promptly refunded without
deductions for commissions or expenses. Accordingly, we will receive these
funds in the event a business combination is closed in accordance with Rule 419.
Under Rule 419, after the reconfirmation offering and the closing of the
business combination, and assuming the successful completion of this offering,
$2,000,000, plus any dividends received, but less any amount returned to
investors who did not reconfirm their investment under Rule 419, will be
released to us.
Amount Percent
Selling Commissions $ 200,000 10.00%
Offering Expenses(1) $ 18,028 0.90%
Accrued Salaries(2) $ 10,000 0.50%
Working Capital(3) $1,771,972 88.60%
Total (4) $2,000,000 100.00%
(1) Offering costs include filing, printing, legal, accounting, transfer agent
and escrow agent fees.
(2) It is anticipated that a portion of the funds will be used to pay the
$10,000 accrued salary to our president. Management believes that this is in
our best interest as a company because it reduces the amount of liabilities
an acquisition candidate must assume in the merger, and thus, may facilitate
an acquisition transaction.
(3) The entire amount of proceeds for working capital will be given to the
acquisition candidate.
(4) All offering proceeds will be held in escrow pending a business
combination. We will not request a release of 10% of these funds under Rule 419.
Other than the $10,000 in accrued salary to our president, no compensation
will be paid or due or owing to any officer or director until after a business
combination is closed.
The proceeds received in this offering will be put into the escrow account
pending closing of a business combination and reconfirmation. Such funds will
be in an insured depository institution account in either a certificate of
deposit, interest bearing savings account or in short term government securities
as placed by Galleon Merchant Bank.
CAPITALIZATION
The following table sets forth our capitalization as of December 31, 1999,
and pro-forma as adjusted to give close to the sale of 1,000,000 shares offered
by us.
Actual As Adjusted
Long-term debt -- --
Stockholders' equity:
Common stock, $.001 par value;
authorized 50,000,000 shares,
issued and outstanding
500,000 shares and 1,500,000
shares, pro-forma as adjusted $500 $1,500
Additional paid-in capital $11,700 $2,010,700
Deficit accumulated during the
development period (5,077) (5,077)
Total stockholders equity $7,123 $2,007,123
Total Capitalization $7,123 $2,007,123
PROPOSED BUSINESS
History and Organization
We were organized under the laws of the State of Florida on November 3,
1999. Since inception, our primary activity has been directed to organizational
efforts and obtaining initial financing. We were formed as a vehicle to pursue
a business combination in the consumer finance industry. We have not engaged
in any preliminary efforts intended to identify possible business combination
and have neither conducted negotiations concerning nor entered into a letter
of intent concerning any such acquisition candidate.
Our initial public offering will comprise 1,000,000 shares of common
stock at a purchase price of $2.00 per share.
We are filing this registration statement in order to initiate a public
offering for our securities.
Operations
We were organized for the purposes of creating a corporate vehicle to seek,
investigate and, if such investigation warrants, engage in business combinations
presented to us by persons or firms who or which desire to employ our funds
in their business or who seek the perceived advantages of a publicly-held
corporation. Our principal business objective will be to seek long-term growth
potential in a business combination in the consumer finance industry rather than
to pursue immediate, short-term earnings.
We do not currently engage in any business activities that provide any
cash flow. The costs of identifying, investigating, and analyzing business
combinations will be paid with money loaned by management. Persons purchasing
shares in this offering and other shareholders will most likely not have the
opportunity to participate in any of these decisions. Our proposed business is
sometimes referred to as a "blank check" company because you will entrust your
investment monies to our management before they have a chance to analyze any
ultimate use to which this money may be put. Although substantially all of the
funds of this offering are intended to be utilized generally to close a
business combination, such proceeds are not otherwise being designated for any
specific purposes. Under Rule 419, as a prospective investor you will have
an opportunity to evaluate the specific merits or risks of only the business
combination that management decides to enter into. Cost overruns may be borne
by management.
We may seek a business combination in the consumer finance industry in
the form of firms which:
== Have recently commenced operations
== Are developing companies in need of additional funds for expansion
into new products or markets
== Are seeking to develop a new product or service
== Are established businesses which may be experiencing financial or
operating difficulties and are in need of additional capital
A business combination may involve the acquisition of, or merger with, a
company which does not need substantial additional capital but which desires
to establish a public trading market for our shares, while avoiding what they
may deem to be adverse consequences of undertaking a public offering itself,
such as:
== Time delays
== Significant expense
== Loss of voting control
== Compliance with various federal and state securities laws
We will not acquire a candidate unless the fair value of the acquisition
candidate represents 80% of the maximum offering proceeds. To determine the
fair market value of an acquisition candidate, our management will examine
the audited financial statements, including balance sheets and statements of
cash flow and stockholders' equity, focusing attention on assets, liabilities,
sales and net worth. If we determine that the financial statements of a
proposed acquisition candidate do not clearly indicate that the fair market
value test has been satisfied, we will obtain an opinion from an investment
banking firm which is a member of National Association of Securities Dealers,
Inc. to the satisfaction of such criteria.
Based upon the probable desire on the part of the owners of acquisition
candidates to assume voting control over us in order to avoid tax consequences
or to have complete authority to manage the business, we will combine with
just one acquisition candidate. This lack of diversification should be
considered a substantial risk in investing in us because we will not permit
us to offset potential losses from one venture against gains from another.
Upon closing of a business combination, there will be a change in control
which will result in the resignation of our present officer and director.
Our officers or director have had no preliminary contact or discussions
with any representative of any other entity regarding a business combination.
Accordingly, any acquisition candidate that is selected may be a financially
unstable company or an entity in an early stage of development or growth,
including entities without established records of sales or earnings.
Accordingly, we may become subjected to numerous risks inherent in the business
and operations of financially unstable and early stage or potential emerging
growth companies. In addition, we may effect a business combination with an
entity in the consumer finance industry which is an industry characterized by
a high level of risk. Although management will endeavor to evaluate the risks
inherent in an acquisition candidate, there can be no assurance that we will
properly ascertain or assess all significant risks.
We anticipate that the selection of a business combination will be
complex and extremely risky. Management believes that there are numerous firms
seeking even the limited additional capital which we will have and/or the
benefit of a publicly traded corporation because of:
== General economic conditions.
== Rapid technological advances being made in the Internet industry.
== Shortages of available capital.
Such perceived benefit of a publicly traded corporation may include:
== Facilitating or improving the terms on which additional equity
financing may be sought.
== Providing liquidity for the principals of a business.
== Creating a means for providing incentive stock options or similar
benefit to key employees.
== Providing liquidity, subject to restrictions of applicable statutes,
for all shareholders.
Evaluation of Business Combinations
The analysis of business combinations will be undertaken by us under the
supervision of our officers and director, who are not professional business
analysts.
Because we will be subject to Section 13 or 15(d) of the Exchange Act, we
will be required to furnish certain information about significant acquisitions,
including audited financial statements for the business acquired, covering one,
two or three years depending upon the relative size of the acquisition.
Consequently, acquisition prospects that do not have or are unable to obtain
the required audited statements may not be appropriate for acquisition so long
as the reporting requirements of the Exchange Act are applicable. In the event
our obligation to file periodic reports is suspended under Section 15(d), we
intend on voluntarily filing such reports.
Any business combination will present certain risks. Many of these risks
cannot be adequately identified prior to selection, and your must, therefore,
depend on the ability of management to identify and evaluate such risks. In
the case of some of the potential combinations available to us, it is possible
that the promoters of an acquisition candidate have been unable to develop a
going concern or that such business is in our development stage in that it has
not generated significant revenues from its principal business activity prior
to our merger or acquisition. There is a risk, even after the closing of a
business combination and the related expenditure of our funds, that the
combined enterprises will still be unable to become a going concern or advance
beyond the development stage. The combination may involve new and untested
products, processes, or market strategies which may not succeed. Such risks
will be assumed by us and, therefore, our shareholders.
Business Combinations
In implementing a structure for a particular business acquisition, we may
become a party to a merger, consolidation, reorganization, joint venture, or
licensing agreement with another corporation or entity. We may also purchase
stock or assets of an existing business. The manner of the business combination
will depend on:
== The nature of the acquisition candidate
== The respective needs and desires of us and other parties
== The management of the acquisition candidate opportunity
== The relative negotiating strength of us and such other management
You should note that any merger or acquisition closed by us can be
expected to have a significant dilutive effect on our current shareholders
and purchasers in this offering. On the closing of a business combination, the
acquisition candidate will have significantly more assets than us; therefore,
management plans to offer a controlling interest in us to the acquisition
candidate. While the actual terms of a transaction to which we may be a party
cannot be predicted, we may expect that the parties to the business transaction
will find it desirable to avoid the creation of a taxable event and thereby
structure the acquisition in a so-called tax-free reorganization under Sections
368(a)(1) or 351 of the Internal Revenue Code of 1954. In order to obtain
tax-free treatment under the code, it may be necessary for the owners of the
acquired business to own 80% or more of the voting stock of the surviving
entity. In such event, our shareholders, including investors in this offering,
would retain less than 20% of the issued and outstanding shares of the
surviving entity, which would be likely to result in significant dilution in
the equity of such shareholders. Management may choose to comply with these
provisions. In addition, our director and officer may, as part of the terms
of the acquisition transaction, resign as director and officer. Management
may retain shares of the common stock (unless those shares, as part of the
terms of the acquisition transaction, are sought by an acquisition candidate).
Management will not actively negotiate or otherwise consent to the
purchase of any portion of their common stock as a condition to or for a
proposed business combination unless such a purchase is requested by an
acquisition candidate as a condition to a merger or acquisition. Our officer
and director have agreed to comply with this provision. Management is unaware
of any circumstances under which such policy through their own initiative may
be changed.
We anticipate that any securities issued in a reorganization would be
issued in reliance on exemptions from registration under applicable federal
and state securities laws. In some circumstances, however, as a negotiated
element of this transaction, we may agree to register such securities either
at the time the transaction is closed, under certain conditions, or at
specified times thereafter. The issuance of substantial additional securities
and their potential sale into any trading market which may develop in our
common stock may have a depressive effect on such market.
If at any time prior to the completion of this offering we enter
negotiations with a possible merger candidate and such a transaction becomes
probable, then this offering will be suspended so that an amendment can be
filed which will include financial statements (including balance sheets and
statements of cash flow and stockholders' equity) of the proposed target.
We will not enter into a business combination with any company, which is
in any way wholly or partially beneficially owned by any officer, director,
promoter or affiliate or associate of us. Our officer and director have not
approached and have not been approached by any person or entity with regard to
any proposed business ventures to us. We will evaluate all possible business
combinations brought to us. If at any time a business combination is brought
to us by any of our promoters, management, or their affiliates or associates,
disclosure as to this fact will be included in the post-effective amendment,
thereby allowing the investors the opportunity to fully evaluate the business
combination.
We have adopted a policy that we will not pay a finder's fee to any
member of management for locating a merger or acquisition candidate. No member
of management intends to or may seek and negotiate for the payment of finder's
fees. In the event there is a finder's fee, it will be paid at the direction
of the successor management after a change in management control resulting
from a business combination.
We will remain an insignificant player among the firms that engage in
business combinations. There are many established venture capital and
financial concerns which have significantly greater financial and personnel
resources and technical expertise than us. In view of our combined limited
financial resources and limited management availability, we will continue to
be at a significant competitive disadvantage compared to our competitors.
Also, we will be competing with a large number of other small public, blank
check companies located throughout the United States.
Finding a Business Combination
Our management will actively search for potential acquisition candidates
through internet web-sites where companies post their intentions to be
acquired. In addition, we are going to have our own web-site under the URL
address of financeteam.com so that companies seeking to be acquired can find
us directly. Our web-site will allow those companies to answer a due diligence
questionnaire, which would provide us with the information necessary to review
and analyze potential candidates. We may also decide to advertise our intention
to acquire a company in the consumer finance industry in the form of ads in
legal or other publications. The cost of such advertising will be paid by
management.
Employees
We presently have no employees. Our officers and director are engaged
in business activities outside of us, and the amount of time they will devote
to our business will only be between five (5) and twenty (20) hours per month.
Upon completion of the public offering, it is anticipated that management will
devote the time necessary each month to our affairs or until a successful
acquisition of a business has been completed.
Facilities
We temporarily leased office space on a month to month basis. The rental
expense for the period ended December 31, 1999 was $1,300. We are presently
using the office of Douglas E. Greer, 10888 Avenida Santa Ana, Boca Raton,
Florida 33498, (561) 272-7772, at no cost to the Company. Such arrangement is
expected to continue after completion of this offering only until a business
combination is closed, although there is currently no written agreement between
us and Mr. Greer. We presently own no equipment, and do not intend to own any
upon completion of this offering.
Year 2000 Issues
Because we currently have no operations, we have not incurred any expense
with regard to Year 2000 issues and do not anticipate any significant expenses
in the future.
PLAN OF OPERATION
We are a development stage entity, and have neither engaged in any
operations nor generated any revenues to date. Our expenses to date which have
been funded by our current shareholders and management, are $17,500 plus the
$528.00 SEC filing fee paid in March 2000. We also owe $10,000 in salary to
our management. We expect all or part of these obligations to be paid from a
portion of the offering proceeds, which will be released from escrow.
Substantially all of our expenses that will be funded from the money in
our treasury or if additional funds are required that may be funded by
management will be from our efforts to identify a suitable acquisition
candidate and close the acquisition. Management has agreed to fund our cash
requirements until an acquisition is closed. No repayment is expected or
required by us. We will have sufficient funds to satisfy our cash requirements
and do not expect to have to raise additional funds during the entire Rule 419
escrow period of up to 18 months from the date of this prospectus. This is
primarily because we anticipate incurring no significant expenditures. Before
the conclusion of this offering, we anticipate our expenses to be limited to
accounting fees, legal fees, telephone, mailing, filing fees, occupational
license fees, and transfer agent fees.
We may seek additional financing. At this time we believe that the funds
to be provided by management will be sufficient for funding our operations
until we find an acquisition and therefore do not expect to issue any additional
securities before the closing of a business combination. However, we may
issue additional securities, incur debt or procure other types of financing if
needed. We have not entered into any agreements, plans or proposals for such
financing and as of present have no plans to do so. We will not use the
offering funds as collateral or security for any loan or debt incurred.
Further, the offering funds will not be used to pay back any loan or debts
incurred by us. If we do require additional financing, this financing may not
be available to us, or if available, it may be on terms unacceptable to us.
We had no Year 2000 problems, as our business is not dependent upon any
computer. However, the business we acquire could experience interruptions
in its business and significant losses if it or its customers or vendors rely
on computer information systems that were unable to accurately process dates
beginning on January 1, 2000.
RELATED PARTY TRANSACTIONS
A conflict of interest may arise between management's personal financial
benefit and management's fiduciary duty to you. Any remedy available under the
laws of Florida, if management's fiduciary duties are compromised, will most
likely be prohibitively expensive and time consuming.
Neither our officers, director, promoters and or other affiliates of us,
have had any preliminary contact or discussions with any representative of any
other company or business regarding the possibility of an acquisition or merger
with us.
We have established a policy that prohibits transactions with or payment
of anything of value to any present officer, director, promoter or affiliate
or associate or any company that is in any way or in any amount beneficially
owned by any of our officer, director, promoter or affiliate or associate,
except as follows:
== We have a written employment agreement with our president, Douglas E.
Greer, to pay a salary of $15,000 for all services rendered and to be
rendered from November 3, 1999 until the acquisition closes. As of
December 31, 1999, we paid Mr. Greer $5,000 and will owe a balance of
$10,000. It is anticipated that a portion of the funds released from
escrow will be used to pay this obligation.
Our director and officers are or may become, in their individual capacity,
an officer, director, controlling shareholder and/or partner of other entities
engaged in a variety of businesses. Douglas E. Greer and Lee A. Haskin are
engaged in business activities outside of us, and the amount of time they will
devote to our business will only be about five (5) to twenty (20) hours each
per month. There exists potential conflicts of interest including allocation
of time between us and such other business entities.
Management is not aware of any circumstances under which the policies
described in this section, or any other section, of this prospectus, through
their own initiative, may be changed.
DESCRIPTION OF CAPITAL STOCK
Authorized Capital Stock Under Our Shares of Capital Stock Outstanding
Articles of Incorporation After Offering
50,000,000 shares of common stock 1,500,000 shares of common stock -
assuming successful completion of
this offering
All significant provisions of our capital stock are summarized in this
prospectus. However, the following description is not complete and is governed
by applicable Florida law and our articles of incorporation and bylaws. We
have filed copies of these documents as exhibits to the registration statement
related to this prospectus.
Common Stock
You have voting rights for your shares.
You and all other common stockholders may cast one vote for each share
held of record on all matters submitted to a vote. You have no cumulative
voting rights in the election of director This means, for example, that if
there are three directors up for election, you cannot cast 3 votes for one
director and none for the other two directors.
You have dividend rights for your shares.
You and all other common stockholders are entitled to receive dividends
and other distributions when declared by our board of director out of the
assets and funds available, based upon your percentage ownership of us. Florida
law prohibits the payment of any dividends where, after payment of the
dividend, we would be unable to pay our debts as they come due in the usual
course of business or our total assets would be less than the sum of our total
liabilities plus any amounts the law requires to be set aside. We will not
pay dividends. You should not expect to receive any dividends on shares in the
near future, even after a merger. This investment is inappropriate for you if
you need dividend income from an investment in shares.
You have rights if we go out of business.
If we go out of business, you and all other common stockholders will be
entitled to share in the distribution of assets remaining after payment of all
money we owe to others and any priority payment required to be made to our
preferred stockholders. Our director, at his discretion, may borrow funds
without your prior approval, which potentially further reduces the amount you
would receive if we go out of business.
You have no right to acquire shares of stock based upon your percentage
ownership of our shares when we sell more shares of our stock to other people.
We do not provide our stockholders with preemptive rights to subscribe
for or to purchase any additional shares offered by us in the future. The
absence of these rights could, upon our sale of additional shares of common
or preferred stock, result in a decrease in the percentage ownership that you
hold or percentage of total votes you may cast.
Preferred Stock
Our board of director can issue preferred stock at any time with any legally
permitted rights and preferences without your approval.
Our board of director, without your approval, is authorized to issue
preferred stock. They can issue different classes of preferred stock, with
some or all of the following rights or any other legal rights they think are
appropriate, such as:
== Voting
== Dividend
== Required or optional repurchase by us
== Conversion into common stock, with or without additional payment
== Payments preferred stockholders will receive before common stockholders
if we go out of business
The issuance of preferred stock could provide us with flexibility for
possible acquisitions and other corporate purposes, but it also could render
your vote meaningless because preferred stockholders could own shares with a
majority of the votes required on any issue. Someone interested in buying our
company may not follow through with their plans because they could find it more
difficult to acquire, or be discouraged from acquiring, a majority of our
outstanding stock because we issue preferred stock.
Transfer Agent and Registrar
We are the transfer agent and registrar for our stock.
SHARES ELIGIBLE FOR FUTURE SALE
Of the shares outstanding after the offering, the 1,000,000 shares sold
in this offering will have been registered with the SEC and can be freely
resold, except if they are acquired by our director, executive officers or
other persons or entities that they control or who control them. Our director,
executive officers, and persons or entities that they control or who control
them will not be able to sell shares of stock unless they are registered.
The remaining 500,000 outstanding shares have certain piggy back registration
rights at our sole option and may be sold under the rule 144 until such time
as they are registered.
Generally, Rule 144 provides that directors, executive officers, and
persons or entities that they control or who control them may sell shares of
common stock in any three-month period in a limited amount. However, the SEC
has taken the position that resales cannot be made pursuant to Rule 144 for
blank check companies. Therefore, the 500,000 outstanding shares held by
directors, executive officers, shareholders and their affiliates cannot be
sold pursuant to Rule 144, but must be registered.
MANAGEMENT
The following table and subsequent discussion sets forth information
about our director and executive officer, who will serve in the same capacity
with us upon completion of the offering, but will resign upon the closing of
the merger. Mr. Greer was elected to serve as a director and President on
November 3, 1999.
Name Age Title
Douglas E. Greer 39 President, Treasurer, Chief Financial
and Accounting Officer and Director
Lee A. Haskin 43 Executive Vice President
Douglas E. Greer serves as our president, treasurer, chief financial and
accounting officer and sole member of the board of directors. Mr. Greer's
responsibilities will include management of our operations as well as our
administrative and financial activities. Since January 1996, Mr. Greer is a
licensed mortgage broker and has served as President of Merlin Ventures, Inc.,
d.b.a. Mortgage 2000, a licensed mortgage lending organization providing
"one-stop" shopping and "point-of-sale" financing for home buyers of
residential real estate. His responsibilities include formulation and
development of operations and acquisitions management, marketing of loan
products, management of loan origination function, network implementation and
administration, and strategic planning and operations. From January 1994 to
November 1995, Mr. Greer served as Senior Vice President of SC Funding
Corporation in Costa Mesa, Calfornia where his responsibilities included
management of secondary marketing department pipeline & risk management,
product development, investor relations (including FNMA, FHLMC, GE Capital
and warehouse lenders), MBS trading and corporate strategic planning (loan
pipeline $200,000,000 with annual loan production of $1,200,000,000). From
July 1992 to January 1994, Mr. Greer served as Executive Vice President of
Affordable Mortgagee Corp. in Wappingers Falls, New York. His responsibilities
included managing the secondary marketing and closing & shipping departments,
supervising the post closing & document control department as well as the
computer processing/closing and pipeline control system, "Supervisor Novell
Network" (company annual loan production $175,000,000).
Mr. Greer attended the University of Miami in Coral Gables, Florida where
he majored in Business Administration and Finance. From 1983-1986,
Mr. Greer was a registered representative N.A.S.D. with Advest Inc. in
Hallandale, Florida and from 1980-1982, he was a loan officer with Bank of
Boston Mortgage Corp.(S.W.D.) in Miami, Florida.
Mr. Greer has working knowledge of computer networks and advanced
communication systems, software and software development experience, extensive
experience in corporate asset acquisition transactions, financing strategies,
contracts and corporate strategic management and planning. His information
systems experience includes: Software: Windows NT 4.0, Novell Netware 3.1 1,
Lotus, Microsoft Excel, Windows 95/98, Word, Access, Publisher, DOS,
PC Anywhere, facsys, Fox Pro, 4.0 Desk Top Publishing Mortgage, Software:
Contour, T.I.M.E., Mortgage Flex., FICS, Genesis 2000, Act 4.0; Hardware:
working knowledge of computer network design, wiring, installation PC
construction, enhancement and repair remote printing, T- I and ISDN digital
data transfer and communication systems and hardware.
Lee A. Haskin serves as our Executive Vice President. He will participate
in identifying an acquisition candidate and manage the acquisition transaction.
Mr. Haskin is the Chairman and Chief Executive Officer of Haskin & Associates,
Inc. which placed $200,000,000 in financings in 1999. From 1992 to 1996, Mr.
Haskin was Executive Vice President and co-founder of Great Western Financial
Services where he increased regional sales from $15 to $20 million. He
co-founded Pinnacle Financial Services, Inc., a financial factoring service
business, and served as its President from 1987 until 1992 when it was sold to
a larger financial concern. From 1984- 1986, Mr. Haskin was the head of
national sales and marketing for Allstate Financial Corporation where he
expanded territorial sales by 400% and doubled sales each year with the company.
Mr. Haskin developed and built 24 single family residences in Florida for
Hasco Homes, Inc. during 1978-1984.
Mr. Haskin attended the University of Miami in Coral Gables, Florida
where he attended the Business school and studied accounting.
Our director will hold office until the next annual meeting of shareholders
and the election of his successor. Our director receives no compensation for
serving on the board other than reimbursement of reasonable expenses incurred
in attending meetings. Officers are appointed by the board and serve at their
discretion.
Executive Compensation
The following table sets forth all compensation awarded to, earned by,
or paid for services rendered to us in all capacities during the fiscal year
ended December 31, 1999, by our executive officer or others whose salary and
bonus for fiscal year 1998 exceeded $100,000.
Summary Compensation Table
Long-Term Compensation Awards
Name and Principal Position Annual Compensation - Number of Shares
1999
Salary ($) Bonus ($) Underlying Options (#)
Douglas E. Greer, President $5,000 None None
Lee A. Haskin, Executive
Vice President None None None
We have a written employment agreement with Douglas E. Greer to pay an
annual salary of $15,000 for all services rendered and to be rendered from
November 3, 1999 until the acquisition closes. As of December 31, 1999, we
paid Mr. Greer $5,000 and owe a balance of $10,000. This debt will be paid from
a portion of the funds raised in this offering, which will be released from
escrow.
Except as described above, we will not pay any of the following types of
compensation or other financial benefit to our management or current
stockholders:
== Consulting Fees
== Finders' Fees
== Sales of insiders' stock positions in whole or in part to the private
company, the blank check company and/or principals thereof
== Any other methods of payments by which management or current
shareholders receive funds, stock, other assets or anything of value
whether tangible or intangible
These provisions are the subject of an employment agreement between Mr.
Greer and the board of directors. Management is not aware of any circumstances
under which this policy, through their own initiative, may be changed.
Blank Check Companies
Our president, treasurer, chief financial and accounting officer and
director, Douglas Greer, serves in those capacities for the following blank
check offerings:
Registration Cleared By
Corporation Name Form File Date File Number SEC Status
Acquireu.com Form SB-2 333-80041 9/27/00 Company
still
seeking
target
The Finance Team, Form SB-2 3/20/00 333-33613 pending Company
Inc. still
seeking
target
Techrollup.com, Form SB-2 4/18/00 333-35013 pending Company
Inc. still
seeking
target
Axxbiz.com, Inc. Form SB-2 5/12/00 333-36833 pending Company
still
seeking
target
Management Involvement
We have conducted no business as of yet. Mr. Greer will be the primary
person involved in locating an acquisition candidate by speaking to business
associates and acquaintances and searching the New York Times, the Wall Street
Journal, other business publications and the Internet for acquisition
candidates.
Management Control
Management may not divest themselves of ownership and control of us prior
to the closing of an acquisition or merger transaction. This policy is based
on an unwritten agreement among management. Management is not aware of any
circumstances under which such policy through their own initiative may be
changed.
Statement Concerning Indemnification
Our director is bound by the general standards for director provisions
in Florida law. These provisions allow our director in making decisions to
consider any factors as they deems relevant, including our long-term prospects
and interests and the social, economic, legal or other effects of any proposed
action on the employees, suppliers or our customers, the community in which
the we operate and the economy. Florida law limits our director=s liability.
We have agreed to indemnify our director, meaning that we will pay for
damages he incurs for properly acting as director. The SEC believes that this
indemnification may not be given for violations of the Securities Act that
governs the distribution of our securities.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the
registrant under the foregoing provisions, the registrant has been informed
that in the opinion of the Securities and Exchange Commission such
indemnification is against the public policy as expressed in the Securities
Act and is therefore, unenforceable.
PRINCIPAL SHAREHOLDERS
The following table sets forth information about our current shareholders.
The person named below has sole voting and investment power with respect to
the shares. The numbers in the table reflect shares of common stock held as of
the date of this prospectus. The numbers in this table assume 1,500,000 shares
of common stock outstanding following the offering:
Before After Before After
Offering Offering Offering Offering
Douglas E. Greer 500,000 500,000 100% 33.33%
10888 Avenida Santa Ana
Boca Raton, Florida 33498
Lee A. Haskin 0 0 0% 0%
10888 Avenida Santa Ana
Boca Raton, Florida 33498
All directors and 500,000 500,000 100% 33.33%
officers as a group
(2) persons
Mr. Greer and Mr. Haskin may be deemed our promoters, as that term is
defined under the Securities Act.
CERTAIN TRANSACTIONS
The following table sets forth information regarding all securities sold
by us since our inception on November 3, 1999.
Class Of Date of Title Of Number Of Aggregate
Purchasers Sale Securities Securities Purchase
Price And
Form Of
Consideration
Douglas E. Greer 11/ 3/99 Common Stock 500,000 $12,200.00
Robert Greer 3/ 2/00 Common Stock 7,500 $ 150.00
Hilda Greenberg 3/ 2/00 Common Stock 5,000 $ 100.00
Alison Hagen 3/ 2/00 Common Stock 7,500 $ 150.00
Lee A. Haskin 3/ 2/00 Common Stock 7,500 $ 150.00
Sherman Salles
Trustee 3/ 2/00 Common Stock 15,000 $ 300.00
Alice J. Cox 3/15/00 Common Stock 7,500 $ 150.00
Carolyn J. Cox 3/15/00 Common Stock 7,500 $ 150.00
Robert I. Cox 3/15/00 Common Stock 7,500 $ 150.00
Robert I. Cox, Jr. 3/15/00 Common Stock 7,500 $ 150.00
Carol Ann Crowsley 3/15/00 Common Stock 7,500 $ 150.00
All sales were made in reliance on Section 4(2) of the Securities Act.
These sales were made without general solicitation or advertising. Each
purchaser was an accredited investor with access to all relevant information
necessary to evaluate the investment and represented to the Registrant that
the shares were being acquired for investment.
WHERE CAN YOU FIND MORE INFORMATION?
We have not previously been required to comply with the reporting
requirements of the Exchange Act. We have filed a registration statement with
the SEC on Form SB-2 to register the offer and sale of the shares. This
prospectus is part of that registration statement, and, as permitted by the
SEC's rules, does not contain all of the information in the registration
statement. For further information about us and the shares offered under this
prospectus, you may refer to the registration statement and to the exhibits and
schedules filed as a part of the registration statement. You can review the
registration statement and its exhibits and schedules at the public reference
facility maintained by the SEC at Judiciary Plaza, Room 1024, 450 Fifth Street,
N.W., Washington, D.C. 20549 and at the regional offices of the SEC at 7 World
Trade Center, Suite 1300, New York, New York 10048 and Citicorp Center, Suite
1400, 500 West Madison Street, Chicago, Illinois 60661. Please call the SEC at
1-800-SEC-0330 for further information on the public reference room. The
registration statement is also available electronically on the World Wide Web
at http://www.sec.gov. You can also call or write us at any time with any
questions you may have. We=d be pleased to speak with you about any aspect of
our business and this offering.
MARKET FOR OUR COMMON STOCK
Prior to the date hereof, there has been no trading market for our common
stock. Under the requirements of Rule 15g-8 of the Exchange Act, a trading
market will not develop prior to or after the effectiveness of this prospectus
or while the common stock under this offering is maintained in escrow. The
common stock under this offering will remain in escrow until our closing of a
business combination under the requirements of Rule 419. There are currently
19 holders of our outstanding common stock. The outstanding common stock was
sold in reliance upon an exemption from registration contained in Section 4(2)
of the Securities Act. There can be no assurance that a trading market will
develop upon the closing of a business combination and the subsequent release
of the common stock and other escrowed shares from escrow. To date, neither
we nor anyone acting on our behalf has taken any affirmative steps to retain
or encourage any broker dealer to act as a market maker for our common stock.
Further, there have been no discussions or understandings, preliminary or
otherwise, between us or anyone acting on our behalf and any market maker
regarding the participation of any such market maker in the future trading
market, if any, for our common stock.
Present management does not anticipate that any such negotiations,
discussions or understandings shall take place prior to the execution of an
acquisition agreement. Management expects that discussions in this area will
ultimately be initiated by the party or parties controlling the entity or assets
which we may acquire. Such party or parties may employ consultants or advisors
to obtain such market maker, but our management has no intention of doing so
at the present time.
There are no outstanding options or warrants to purchase, or securities
convertible into, our common equity. The 500,000 shares of our common stock
currently outstanding are restricted securities as that term is defined in the
Securities Act. Generally, Rule 144 provides that director, executive officer,
and persons or entities that they control or who control them may sell shares
of common stock in any three-month period in a limited amount. However, the
SEC has taken the position that resales cannot be made pursuant to Rule 144
for blank check companies. Therefore, the 500,000 outstanding shares held by
directors, executive officers, shareholders and their affiliates cannot be
sold pursuant to Rule 144, but must be registered. The holders of the
restricted securities are entitled to certain piggyback registration rights
which may only be exercised at our election. The exercise of such rights will
enable the holders of the restricted securities to sell their shares prior to
such date. We are offering 1,000,000 shares of our common stock at $2.00 per
share. Dilution to the investors in this offering shall be approximately
$.81 per share.
REPORTS TO STOCKHOLDERS
We intend to furnish our stockholders with annual reports containing
audited financial statements as soon as practicable at the end of each fiscal
year. Our fiscal year ends on December 31.
PLAN OF DISTRIBUTION
We offer the right to subscribe for 1,000,000 shares at $2.00 per share.
This offering is contingent on the entire offering being sold and will be sold
on a first come, first served basis by Galleon Merchant Bank. They will
receive commissions of 10% of shares sold for a total of $200,000 for the
full offering.
Arbitrary Determination of Offering Price
The initial offering price of $2.00 per share has been arbitrarily
determined by us, and bears no relationship whatsoever to our assets, earnings,
book value or any other objective standard of value. Among the factors
considered by us were:
== The lack of operating history
== The proceeds to be raised by the offering
== The amount of capital to be contributed by the public in proportion
to the amount of stock to be retained by present stockholders
== The current market conditions in the over-the-counter market
Possible Lack of Market for Your Shares
Under Rule 419, all securities purchased in an offering by a blank check
company, as well as securities issued for an offering to underwriters, promoters
or others as compensation or otherwise, must be placed in the Rule 419 escrow
account. These securities will not be released from escrow until the closing
of a merger or acquisition as provided for in Rule 419. There is no present
market for our common stock of us and there may not be any active and liquid
public trading market developing following the release of securities from the
Rule 419 account. Thus, shareholders may find it difficult to sell their shares.
To date, neither we nor anyone acting on our behalf has taken any affirmative
steps to request or encourage any broker dealer to act as a market maker for
our common stock. Further, there have been no discussions or understandings,
preliminary or otherwise, between us or anyone acting on our behalf and any
market maker regarding the participation of any such market maker in the
future trading market, if any, for our common stock. Our present management
has no intention of seeking a market maker for our common stock at any time
prior to the reconfirmation offer to be conducted prior to the closing of a
business combination. Our officer after the closing of a business combination
may employ consultants or advisors to obtain such market makers. Management
expects that discussions in this area will ultimately be initiated by the
management in control of the entity after a business combination is
reconfirmed by the stockholders.
Method of Subscribing
Persons may subscribe by filling in and signing the subscription agreement and
delivering it, prior to the expiration date, to us. The subscription price of
$2.00 per share must be paid by check, bank draft or postal express money order
payable in United States dollars to our order. You may not pay in cash.
LEGAL PROCEEDINGS
We not a party to or aware of any pending or threatened lawsuits or other
legal actions.
LEGAL MATTERS
The validity of the shares offered under this prospectus is being passed
upon for us by Shustak Jalil and Heller, New York, New York.
EXPERTS
Our financial statements as of the period ended December 31, 1999,
ncluded in this prospectus and in the registration statement, have been so
included in reliance upon the reports of Harvey Judkowitz, independent
certified public accountant, included in this prospectus, and upon the
authority of said firm as experts in accounting and auditing.
INDEX TO FINANCIAL STATEMENTS
THE FINANCE TEAM, INC.
Audited Financial Statements
At December 31, 1999
Page
Report of Independent Auditors F-3
Balance Sheet at December 31, 1999 F-4
Statement of Operations for the Period
November 3, 1999 to December 31, 1999 F-5
Statement of Stockholders= Equity for the Period
November 3, 1999 to December 31, 1999 F-5
Statement of Cash Flows for the Period
November 3, 1999 to December 31, 1999 F-6
Notes to Financial Statements F-7
THE FINANCE TEAM, INC.
FINANCIAL STATEMENTS
DECEMBER 31, 1999
Harvey Judkowitz
CERTIFIED PUBLIC ACCOUNTANT
10220 S.W. 124 Street (305) 378-1948
Miami, Florida 33176 Fax: (305) 253-6266
The Board of Directors
THE FINANCE TEAM, INC.
I have audited the accompanying balance sheet of The Finance Team, Inc. as
of December 31, 1999 and the related statements of operations, changes in
stockholder's equity, and cash flows for the period ended December 31, 1999
and the statements of operations and cash flows for the period November 3, 1999
(date of inception) to December 31, 1999. These financial statements are the
responsibility of the Company's management. My responsibility is to express
an opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of The Finance Team, Inc. as of
December 31, 1999, and the results of its operations, changes in stockholder's
equity and its cash flows for the period November 3, 1999 (date of inception)
to December 31, 1999, in conformity with generally accepted accounting
principles.
/s/Harvey Judkowitz
Harvey Judkowitz
Certified Public Accountant
Miami, Florida
March 9, 2000
THE FINANCE TEAM, INC.
BALANCE SHEET
DECEMBER 31, 1999
ASSETS
Current assets
Cash $ 4,623
Total current assets 4,623
Deferred offering costs 2,500
$ 7,123
LIABILITIES AND STOCKHOLDERS' EQUITY
Stockholders' equity
Common stock, 50,000,000 shares par value $.001
authorized, 500,000 issued
and outstanding $ 500
Additional paid-in capital 11,700
Deficit ( 5,077)
7,123
$ 7,123
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
FINANCIAL STATEMENTS
THE FINANCE TEAM, INC.
STATEMENT OF OPERATIONS
FOR THE PERIOD NOVEMBER 3, 1999 (DATE OF INCEPTION)
TO DECEMBER 31, 1999
Officer's payroll $ 5,000
Other general and administrative expense 77
Net loss ($ 5,077)
Net loss per share ($ .010)
THE FINANCE TEAM, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
FOR THE PERIOD NOVEMBER 3, 1999 (DATE OF INCEPTION)
TO DECEMBER 31, 1999
Additional
Common stock Paid-in
Shares $ Capital Deficit
Issuance of common
stock (Note 2) 500,000 $ 500 $ 11,700
LOSS FOR PERIOD ENDED
December 31, 1999 ($ 5,077)
Balance, December 31,
1999 500,000 $ 500 $ 11,700 ($ 5,077)
THE ACCOMPANYING NOTES ARE AN INTEGRAL
OF THESE FINANCIAL STATEMENTS
THE FINANCE TEAM, INC.
STATEMENT OF CASH FLOWS
FOR THE PERIOD NOVEMBER 3, 1999 (DATE OF INCEPTION)
TO DECEMBER 31, 1999
Cash used for operations
Net loss ($ 5,077)
Cash used for operations ( 5,077)
Cash provided by financing activities
Sale of common stock 12,200
Finds used for registration costs ( 2,500)
Cash provided by financing activities 9,700
Increase in cash and cash on hand on December 31, 1999 $ 4,623
THE ACCOMPANYING NOTES ARE AN INTEGRAL
OF THESE FINANCIAL STATEMENTS
THE FINANCE TEAM, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
Business - The Company was incorporated in the state of Florida on November 3,
1999 and is in the business of conducting internet related activities. Since
inception the Company has been in the development stage and has not earned any
revenues.
Use of estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and use assumptions that affect certain reported amounts. Actual amounts could
differ from those estimates.
Cash equivalents - Cash equivalents include nonequity short-term investments
with original maturity dates of 90 days or less.
Loss per share - Loss per share is determined by dividing the net loss by the
number of shares outstanding throughout the period. (500,000 shares)
NOTE 2: CAPITAL TRANSACTIONS
The Company received payment for and issued 500,000 shares of its common stock
for a total of $12,200.
NOTE 3: DEFERRED REGISTRATION COSTS
The Company has deferred offering costs in the amount of $ 2,500 in connection
with the offering of 100,000 shares of its common stock for $100,000. If the
offering is successful, the $2,500 will be offset against additional paid in
capital. If the offering is not successful, this amount will be charged to
operations.
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
Item 24. Indemnification of Directors and Officers.
The information required by this Item is incorporated by reference to
"Management - Statement Concerning Indemnification" in the Prospectus
herein.
Item 25. Other Expenses of Issuance and Distribution.
Amount to be Paid
SEC Registration Fee $ 528.00
Blue Sky Fees and Expenses $ 1,000.00
Legal Fees and Expenses $ 10,000.00
Printing and Engraving Expenses $ 2,000.00
Accountants' Fees and Expenses $ 3,000.00
Miscellaneous $ 1,500.00
Total $ 18,028.00
The foregoing expenses, except for the SEC fees, are estimated.
Item 26. Recent Sales of Unregistered Securities.
The following sets forth information relating to all previous sales
of Common Stock by the Registrant which sales were not registered under the
Securities Act:
The following table sets forth information regarding all securities
sold by us since our inception on November 3, 1999.
Class Of Date Of Title Of Number Of Aggregate
Purchasers Sale Securities Securities Purchase Price
And Form Of
Consideration
Douglas E. Greer 11/ 3/99 Common Stock 500,000 $12,200.00
Robert Greer 3/ 2/00 Common Stock 7,500 $ 150.00
Hilda Greenberg 3/ 2/00 Common Stock 5,000 $ 100.00
Alison Hagen 3/ 2/00 Common Stock 7,500 $ 150.00
Lee A. Haskin 3/ 2/00 Common Stock 7,500 $ 150.00
Sherman Salles
Trustee 3/15/00 Common Stock 15,000 $ 300.00
Alice J. Cox 3/15/00 Common Stock 7,500 $ 150.00
Carolyn J. Cox 3/15/00 Common Stock 7,500 $ 150.00
Robert I. Cox 3/15/00 Common Stock 7,500 $ 150.00
Robert I. Cox, Jr. 3/15/00 Common Stock 7,500 $ 150.00
Carol Ann Crowsley 3/15/00 Common Stock 7,500 $ 150.00
All sales were made in reliance on Section 4(2) of the Securities Act.
These sales were made without general solicitation or advertising. Each
purchaser was a sophisticated investor with access to all relevant information
necessary to evaluate the investment and represented to the Registrant that
the shares were being acquired for investment.
Item 27. Exhibits.
The following exhibits are filed with this Registration Statement:
Number Exhibit Name
1 Escrow Agreement in Accordance with Rule 419 under the Securities
Act of 1933*
3.1 Articles of Incorporation
3.2 By-Laws
4.1 Specimen Common Stock Certificate
5 Opinion Regarding Legality*
10 Employment Agreement
10.1 Agreement with Galleon Merchant Banking
23.1 Consent of Counsel*
23.2 Consent of Expert
27 Financial Data Schedule
99.1 Subscription Agreement
*To Be Filed by Amendment
All other Exhibits called for by Rule 601 of Regulation S-B are not
applicable to this filing. Information pertaining to our Common Stock
is contained in our Articles of Incorporation and By-Laws.
Item 28. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offer or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section I 0(a)(3) of the
Securities Act of 1933, as amended; (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; (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 of 1933, as amended, each such post-effective amendment that
contains a form of prospectus 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.
Subject to the terms and conditions of Section 15(d) of the Exchange Act,
the undersigned Registrant hereby undertakes to file with the Securities and
Exchange Commission such supplementary and periodic information, documents,
and reports as may be prescribed by any rule or regulation of the Commission
heretofore or hereafter duly adopted under authority conferred to that section.
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended, may be permitted to directors, officers, and controlling
persons of the Registrant under its Certificate of Incorporation or provisions
of Florida law, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
If a claim for indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit, or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form SB-2 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized by power of attorney, in the City of
Fort Lauderdale, State of Florida, October 6, 2000.
THE FINANCE TEAM, INC.
(Registrant)
/s/ Douglas E. Greer
Douglas E. Greer, President,
Treasurer and Director
23
F-10
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