<PAGE>
As filed with the Securities and Exchange Commission on April 18, 2000
REGISTRATION NO.
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
TECHROLLUP.COM, INC.
(Name of Small Business Issuer in its Charter)
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<S> <C> <C>
FLORIDA 6770 65-0959403
(STATE OR JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (IRS EMPLOYER IDENTIFICATION
INCORPORATION OR CLASSIFICATION CODE NUMBER) NUMBER)
ORGANIZATION)
</TABLE>
----------------------
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
TECHROLLUP.COM, 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.
<PAGE>
CALCULATION OF REGISTRATION FEE
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<CAPTION>
TITLE OF EACH CLASS OF AMOUNT TO PROPOSED PROPOSED AMOUNT OF
SECURITIES TO BE REGISTERED BE MAXIMUM MAXIMUM REGISTRATION
REGISTERED OFFERING AGGREGATE FEE
PRICE OFFERING
PER SHARE PRICE
- ---------------------------------------------- --------------------- -------------------- -------------------- -------------------
<S> <C> <C> <C> <C>
Common Stock, $0.001 par value 500,000 $1.00 $500,000 $132.00
Total 500,000 $1.00 $500,000 $132.00
</TABLE>
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
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<CAPTION>
Item No. Required Item Location of Caption in Prospectus
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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
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10. Directors, Executive Officers, Management and Management
Promoters 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 Stockholders' Matters; 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 Directors Indemnification of
and Officers Directors and Officers
25. Other Expenses of Issuance and Other Expenses of
Distribution Issuance and Distribution
</TABLE>
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26. Recent Sales of Unregistered Recent Sales of Unregistered
Securities Securities
27. Exhibits Exhibits
28. Undertakings Undertakings
</TABLE>
<PAGE>
Subject To Completion, Dated ____________, 2000
INITIAL PUBLIC OFFERING
PROSPECTUS
TECHROLLUP.COM, INC.
500,000 SHARES OF COMMON STOCK
$1.00 PER SHARE
Techrollup.com, Inc. is a startup company organized in the State of
Florida to pursue a business combination in the Internet industry.
We are offering these shares through our President, Mr. Douglas E.
Greer without the use of a professional underwriter. We will not pay commissions
on 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 7.
---------------------
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 $1.00 $500,000.00
Underwriting discounts/commissions (1) $.00 .00
Estimated offering expenses (1) $ .00 $ .00
Net offering proceeds to TECHROLLUP.COM, INC. $1.00 $500,000.00(1)
(1) Does not include offering costs, including filing, printing, legal,
accounting, transfer agent and escrow agent fees estimated at $17,632.
The date of this Prospectus is ______________, 2000
1
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TABLE OF CONTENTS
PROSPECTUS SUMMARY.............................................................3
LIMITED STATE REGISTRATION.....................................................4
SUMMARY FINANCIAL INFORMATION..................................................4
RISK FACTORS...................................................................7
Anticipated Change in Control and Management..............................7
No Acquisition Candidate Identified.......................................7
No Use of Consultants.....................................................7
No Access to Your Funds while Held In Escrow..............................7
Failure of Sufficient Number of Investors to Reconfirm Investment.........7
Extremely Limited Capitalization..........................................8
No Transfer of Escrowed Securities........................................8
Competition...............................................................8
Conflict of Interest - Management's Fiduciary Duties......................8
Possible Disadvantages of Blank Check Offering............................9
Lack of Diversification...................................................9
Regulation................................................................9
Taxation.................................................................10
Limitations on Share Resale..............................................10
No Underwriter...........................................................10
Opting Out of Some Provisions of Florida Law.............................10
YOUR RIGHTS AND SUBSTANTIVE PROTECTION UNDER RULE 419. .......................10
DILUTION .....................................................................12
USE OF PROCEEDS ..............................................................13
CAPITALIZATION................................................................14
PROPOSED BUSINESS.............................................................14
PLAN OF OPERATION.............................................................19
RELATED PARTY TRANSACTIONS....................................................19
DESCRIPTION OF CAPITAL STOCK..................................................20
SHARES ELIGIBLE FOR FUTURE SALE...............................................22
MANAGEMENT....................................................................22
PRINCIPAL SHAREHOLDERS........................................................25
CERTAIN TRANSACTIONS..........................................................26
WHERE CAN YOU FIND MORE INFORMATION?..........................................26
MARKET FOR OUR COMMON STOCK...................................................27
REPORTS TO STOCKHOLDERS.......................................................27
PLAN OF DISTRIBUTION..........................................................27
LEGAL PROCEEDINGS.............................................................29
LEGAL MATTERS.................................................................30
EXPERTS.......................................................................30
FINANCIAL STATEMENTS.........................................................F-1
2
<PAGE>
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
This summary highlights information contained elsewhere in this
prospectus. Because this is a summary, it may not contain all of the information
that you should consider before receiving a distribution of our common stock.
You should read this entire prospectus carefully.
Techrollup.com, 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 nor 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
registration statement and prospectus for our initial public offering. We will
not engage in any substantive commercial business following the offering. We
maintain our office 10888 Avenida Santa Ana, Boca Raton, Florida 33498. Our
phone number is (954) 698-9377.
The Offering
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Securities offered 500,000 shares of common stock, $0.001 par value,
being offered at $1.00 per share. (See "Description
of Capital Stock".)
Common stock outstanding 500,000 shares
prior to the offering
Common stock to be 1,000,000 shares
outstanding after the offering
</TABLE>
3
<PAGE>
LIMITED STATE REGISTRATION
Initially, our securities may be sold in New York State and Florida
only (although we are considering registering the shares in other states)
pursuant to Section 359-e, New York Consolidated Laws, as amended, and Section
517.081, Florida Statutes. See "RISK FACTORS" for a discussion of the resale
limitations that result from this limited state registration.
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 the audited financial statements of the Company
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 ($6,002)
BALANCE SHEET (at end of period):
Working Capital $6,198
Total Assets $6,198
Total Shareholders Equity
(Net Assets) $6,198
PER SHARE(1):
Net Income per common share (at end of period) ($.012)
(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.
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 $400,000 (80% of $500,000).
4
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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:
o 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.
o 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.
o The acquisition will be closed only if a minimum number of investors
representing 80% of the maximum offering proceeds equaling $400,000
elect to reconfirm their investment.
o If a closed acquisition has not occurred by ______________ (18
months from the date of this prospectus), the funds held in the
escrow accounts 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:
o The escrow agent has received a signed representation from us and
any other evidence acceptable by the escrow agent that:
o 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.
5
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o The post-effective amendment has been declared effective.
o We have satisfied all of the prescribed conditions of the
reconfirmation offer.
o The closing of the acquisition of the business with a fair value of
at least 80% of the maximum proceeds.
Risk Factors
Investments in our securities are highly speculative, involve a high
degree of risk, and should be purchased only by you if you can afford to lose
your entire investment. See "Risk Factors" for special risks concerning us and
"Dilution" for information concerning dilution of the book value of your shares
from the public offering.
Determination of Offering Price
The offering price of $1.00 per share for the shares has been
arbitrarily determined by us. This price bears no relation to our assets, book
value, or any other customary investment criteria, including our prior operating
history. Among factors considered by us in determining the offering price were:
o Estimates of our business potential
o Our limited financial resources
o The amount of equity desired to be retained by present
shareholders
o The amount of dilution to the public
o The general condition of the securities markets
Use of Proceeds
Of the $500,000 offering proceeds deposited into the escrow account,
10% or $50,000 may be released to us prior to a confirmation offering in which
you reconfirm your investment in accordance with procedures required by Rule
419. However, we do no intend to request release of these funds from the escrow
account. Accordingly, we will receive all of the escrowed funds in the event a
business combination is closed under the provisions of Rule 419.
We have not incurred and do not intend to incur in the future any debt
from anyone other than management for our organizational activities. Debt to
management will not be repaid. Management is not aware of any circumstances
under which this policy, through its own initiative, may be changed.
Accordingly, no portion of the proceeds are being used to repay debt. It is
anticipated that a portion of the funds released from escrow will be used to pay
$10,000 that will accrue as salary to our president, and the expenses of this
offering totaling approximately $17,632.
6
<PAGE>
RISK FACTORS
There is a high degree of risk associated with an investment in our
company. You should know that our business, financial condition or results of
operations, and, more importantly, that of any business we acquire, could be
materially and adversely affected by any of the following risks. You should
carefully consider the following factors in addition to the other information in
this prospectus before acquiring the shares.
Anticipated change in control and management.
We anticipate we will experience a change of control upon the closing
of a business combination. In addition, our current manager and directors will
resign. We cannot assure you of the experience or qualification of new
management either in the operation of our activities or in the operation of the
business, assets or property being acquired.
No acquisition candidate identified.
As of the date of this prospectus, we have not entered into or
negotiated any arrangements for a business combination with an acquisition
candidate. Since we have not yet attempted to seek a business combination, and
due to our lack of experience, there is only a limited basis upon which to
evaluate our prospectus for achieving our intended business objectives.
No use of consultants.
Because management has little experience in managing companies similar
to us, the non-use of outside consultants may increase our difficulties in
finding an acquisition candidate.
No access to your funds while held in escrow.
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.
Failure of sufficient number of investors to reconfirm investment.
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 to you on a proportionate basis.
7
<PAGE>
Extremely limited capitalization.
As of December 31, 1999, there were $6,198 of assets and ($6,002) of
liabilities. There was $6,198 available in our treasury as of December 31, 1999.
Assuming the successful completion of this offering, we will receive net
proceeds of approximately $500,000, all of which must be deposited in the escrow
account. It is unlikely that we will need additional funds, but we may if an
acquisition candidate insists we obtain additional capital. We may require
additional financing in the future in order to close a business combination.
This financing may consist of the issuance of debt or equity securities. These
funds might not be available, if needed, or might not be available on terms
acceptable to us. Such financing will not occur without shareholder approval.
No transfer of escrowed securities.
No transfer or other disposition of the escrowed securities is
permitted 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 as amended, or Title 7 of the Employee Retirement Income Security Act, or
the related rules. Under Rule 15g-8, it is unlawful for any person to sell or
offer to sell the securities or any interest in or related to the securities
held in the Rule 419 escrow account other than under a qualified domestic
relations order in divorce proceedings. Therefore, any and all contracts for
sale to be satisfied by delivery of the securities and sales of derivative
securities to be settled by delivery of the securities are prohibited. You are
further prohibited from selling any interest in the securities or any derivative
securities whether or not physical delivery is required.
Competition.
In relation to our competitors, we are and will continue to be an
insignificant participant in the business of seeking business combinations. A
large number of established and well-financed entities, including venture
capital firms, have recently increased their merger and acquisition activities.
Nearly all such entities have significantly greater financial resources,
technical expertise and managerial capabilities than we. Consequently, we will
be at a competitive disadvantage in identifying suitable merger or acquisition
candidates and successfully consummating a proposed merger or acquisition. Also,
we will be competing with a large number of other small, blank check companies.
Conflict of interest - Management's fiduciary duties.
A conflict of interest may arise between management's personal
financial benefit and management's fiduciary duty to you. No proceeds from this
offering will be used to purchase directly or indirectly any shares of the
common stock owned by management or any present shareholder, director or
promoter.
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 is engaged
in business activities outside of us, and the amount of time he will devote to
our business will only be about five (5) to twenty (20) hours per month. There
exist potential conflicts of interest including allocation of time between us
and such other business entities.
8
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We will not purchase the assets of any company which is beneficially
owned by any of our officers, directors, promoters, affiliates or associates.
Possible disadvantages of blank check offering.
Our business will most likely 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. A company which seeks our
participation in attempting to consolidate our operations through a merger,
reorganization, asset acquisition, or some other form of combination may desire
to do so to avoid what they may deem to be adverse consequences of themselves
undertaking a public offering. Factors considered may include:
o Time delays
o Significant expense
o Loss of voting control
o The inability or unwillingness to comply with various federal and
state laws enacted for your protection
In making an investment in us, you may be doing so under terms which
may ultimately be less favorable than making an investment directly in a company
with a specific business. You may not be afforded an opportunity to specifically
approve or consent to any particular stock buy-out transaction.
Lack of diversification.
In the event we are successful in identifying and evaluating a suitable
business combination, we will in all likelihood, be required to issue our common
stock in an acquisition or merger transaction. Inasmuch as our capitalization is
limited and the issuance of additional common stock will result in a dilution of
interest for present and prospective shareholders, we will only negotiate one
acquisition or merger.
Regulation.
Although we will be subject to regulation under the Securities Act of
1933, as amended (the "Securities Act") and the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), management believes we will not be subject to
regulation under the Investment Company Act of 1940. The regulatory scope of the
Investment Company Act of 1940 was enacted principally for the purpose of
regulatory vehicles for pooled investments in securities, extends generally to
companies primarily in the business of investing, reinvesting, owning, holding
or trading securities. The Investment Company Act may, however, also be deemed
to be applicable to a company which does not intend to be characterized as an
investment company but which engages in activities which may be deemed to be
within the definition of the scope of certain provisions of the Investment
Company Act. We believe that our principal activities will not subject us to
regulation under the Investment Company Act. Nevertheless, we might be deemed to
be an investment company. The offering funds may be invested primarily in
certificates of deposit, interest bearing savings accounts or government
securities. In the event we are deemed to be an investment company, we may be
subject to certain restrictions relating to our activities, including
restrictions on the nature of our investments and the issuance of securities.
9
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We have obtained no formal determination from the Securities and Exchange
Commission as to our status under the Investment Company Act of 1940.
Taxation.
In the course of any acquisition or merger we may undertake, a
substantial amount of attention will be focused upon federal and state tax
consequences to both us and the acquisition candidate. Presently, under the
provisions of federal and various state tax laws, a qualified reorganization
between business entities will generally result in tax-free treatment to the
parties to the reorganization. While we expect to undertake any merger or
acquisition so as to minimize federal and state tax consequences to both us and
the acquisition candidate, such business combination might not meet the
statutory requirements of a reorganization or the parties might not obtain the
intended tax-free treatment upon a transfer of stock or assets. A non-qualifying
reorganization could result in the imposition of both federal and state taxes
that may have a substantial adverse effect on us.
Limitations on share resale.
Initially, our securities may be sold in New York State and the State
of Florida only (although we are considering registering the shares in other
states), and may be resold by you in New York and Florida only until a resale
exemption is available in other states.
No underwriter.
We are selling the shares through our president without the use of a
professional securities underwriting firm. Consequently, there may be less due
diligence performed in conjunction with this offering than would be performed in
an underwritten offering.
Opting out of some provisions of Florida law.
We have elected to opt out of the affiliated transactions provision of
Florida law. This means that our transactions with management and persons or
entities that control or are controlled by management do not have to be done in
a manner required under that provision. The provision generally requires
approval by non-affiliated parties. Nonetheless, we have adopted certain
policies concerning affiliated transactions, as described in the section
entitled RELATED PARTY TRANSACTIONS. These policies have substantially the same
effect as the statute. We have elected to opt out of the control share
acquisition provision of Florida law. This means that a future issuance of
shares having 20% or more of the aggregate number of votes that can be cast on
any matter by our shareholders does not have to be done in a manner required
under that provision, which in general requires shareholder approval of such a
transaction.
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
10
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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:
o 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.
o 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 dispersed 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.
o Third, we will mail to each investor within five business days of a
post-effective amendment, a copy of the prospectus contained
therein. The Reconfirmation Offering shall be made as described
under "Prospectus Summary; Reconfirmation Offering."
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
________________ which provides that:
o The proceeds are to be deposited into the escrow account maintained
by the escrow agent promptly upon receipt. Rule 419 permits 10% of
the funds to be released to us prior to the reconfirmation offering.
The remaining 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 deposits, in money market mutual funds or federal
government securities or securities for which the principal or
interest is guaranteed by the federal government.
o All securities issued for the offering and any other securities
issued, including securities issued for stock splits, 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.
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o 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.
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, 1999, our net tangible book value was $6,198 or
$.012 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 500,000 shares of common stock offered through
this prospectus (at an initial public offering price of $1.00 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 $488,566 or $.49
per share. This represents an immediate increase in net tangible book value of
$.48 per share to existing shareholders and an immediate dilution of $.51 per
share to investors in this offering. The following table illustrates this per
share dilution:
Public offering price per share $ 1.00
Net tangible book value per share before offering $ .012
Pro-forma net tangible book value per share after offering $ .49
Increase per share attributable to new investors $ .48
Pro-forma dilution per share to new investors $ .51
<TABLE>
<S> <C> <C>
Number of Shares Before Money Received For Shares Net Tangible Book Value Per
Offering Before Offering Share Before Offering
500,000 $12,200 $.012
Total Number of Shares After Total Amount Of Money Received Pro-Forma Net Tangible Book
Offering For Shares Value Per Share After Offering
1,000,000 $512,200 $.49
Pro-Forma Net Tangible Book Net Tangible Book Value Per Pro-Forma
Value Per Share After Offering Share Before Offering Increase Per Share Attributed To
Shares Offered Hereby
$.49 $.012 $.48
Pro-Forma Net Tangible Book Pro-Forma Dilution to Public
Public Offering Price Per Share Value Per Share After Offering (Your Dilution)
$1.00 $.49 $.51
</TABLE>
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<PAGE>
As of the date of this prospectus, the following table sets forth 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.
<TABLE>
<CAPTION>
Shares Purchased Percentage of Equity Total Consideration
<S> <C> <C> <C>
New Investors 500,000 50.0% $500,000
Existing shareholders 500,000 50.0% $12,200
</TABLE>
USE OF PROCEEDS
The gross proceeds of this offering will be $500,000. Rule 419, prior
to the reconfirmation of the offering, permits 10% of the funds ($50,000) to be
released from escrow to us. 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, $500,000, 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
Offering Expenses (1) $ 17,632 3.53%
Accrued Salaries (2) $ 10,000 2.00%
Working Capital $ 472,368 94.47%
=========== ===========
Total (3) $ 500,000 100%
(1) Offering costs, including 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 salary that will accrue to our president. If less than the maximum
proceeds are raised, a greater portion of this accrued liability will have to be
borne by the acquisition candidate as a condition of the merger. 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) 90% of the offering proceeds will be held in escrow pending a business
combination.
Other than the $10,000 in salary that will accrue 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 by your.
Such funds will be in an insured depository institution
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<PAGE>
account in either a certificate of deposit, interest bearing savings account or
in short term government securities as placed by _____________________________.
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 500,000 shares
offered by us.
Actual As Adjusted
Long-term debt -- --
Stockholders' equity: $500 $1,000
Common stock, $.001 par value;
authorized 50,000,000 shares,
issued and outstanding
500,000 shares and 1,000,000
shares, pro-forma as adjusted
Additional paid-in capital $11,700 $511,200
Deficit accumulated during the ($6,002) ($6,002)
development period ------ ------
Total stockholders equity $6,198 $506,198
------ --------
Total Capitalization $6,198 $506,198
PROPOSED BUSINESS
History and Organization
We were organized under the laws of the State of Florida on November
12, 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 Internet 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 500,000 shares of common
stock at a purchase price of $1.00 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 Internet
industry rather than to pursue immediate, short-term earnings.
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<PAGE>
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 Internet industry in the form
of firms which:
o Have recently commenced operations
o Are developing companies in need of additional funds for expansion
into new products or markets
o Are seeking to develop a new product or service
o 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:
o Time delays
o Significant expense
o Loss of voting control
o 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.
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<PAGE>
Upon closing of a business combination, there will be a change in
control which will result in the resignation of our present officers and
director.
Our officers and 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:
o General economic conditions.
o Rapid technological advances being made in the Internet industry.
o Shortages of available capital.
Such perceived benefit of a publicly traded corporation may include:
o Facilitating or improving the terms on which additional equity
financing may be sought.
o Providing liquidity for the principals of a business.
o Creating a means for providing incentive stock options or similar
benefit to key employees.
o 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 you 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
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<PAGE>
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:
o The nature of the acquisition candidate
o The respective needs and desires of us and other parties
o The management of the acquisition candidate opportunity
o 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 directors and officers 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 officers
and directors 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.
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<PAGE>
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 officers and directors 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. We may also decide to advertise our intention to acquire a company
in the Internet 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 each of them 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 are presently using the office of Douglas E. Greer, 10888 Avenida
Santa Ana, Boca Raton, Florida 33498, (954) 698-9377. Commencing January 1, 2000
we will pay a monthly rental of $350. Such arrangement is expected to continue
after completion of this offering only until a business
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<PAGE>
combination is closed, although currently there is 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 did not incur 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
$132.00 SEC filing fee paid in 2000. We also will 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 may agree to fund our cash requirements
until an acquisition is closed. So long as management does so, 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.
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None of our officers, directors, or 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 officers, directors, promoters or affiliate or
associate, except as follows:
o We will owe our president, Douglas E. Greer, $10,000 in salary. It
is anticipated that a portion of the funds released from escrow will
be used to pay this obligation. If less than the maximum proceeds
are raised, a portion of this accrued liability may have to be borne
by the acquisition candidate who must agree to pay this debt in the
acquisition agreement.
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 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 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 1,000,000 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 isn't complete and is governed by
applicable Florida law and our articles of incorporation and bylaws. We have
filed copies of these documents 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 directors. 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.
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You and all other common stockholders are entitled to receive dividends
and other distributions when declared by our board of directors 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 Directors can issue preferred stock at any time with any legally
permitted rights and preferences without your approval.
Our board of directors, 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:
o Voting
o Dividend
o Required or optional repurchase by us
o Conversion into common stock, with or without additional payment
o 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.
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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 500,000 shares sold
in this offering will have been registered with the SEC and can be freely
resold, except if they are acquired by our directors, executive officers or
other persons or entities that they control or who control them. Our directors,
executive officers, and persons or entities that they control or who control
them will be able to sell shares of stock so long as they do so without
violating SEC Rule 144. The remaining 500,000 outstanding shares have certain
piggy back registration rights at our sole option and may only be sold under
Rule 144 until such time as they are registered. We have made no guarantees to
any of our existing shareholders that we will, in fact register their shares and
their shares, nor are their shares being registered in this offering.
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 an amount limited to the greater of:
o 1% of our outstanding shares of common stock
o The average weekly trading volume in our common stock during the
four calendar weeks preceding a sale
Sales under the rule also must be made without violating:
o Manner-of-sale provisions - in the market through a broker at
current market prices
o Notice requirements - forms must be filed with the SEC
o Requirement of availability of public information about us - current
in filing required SEC reports.
We cannot predict the effect that sales of shares or the availability
of shares for sale will have on the any market price that may exist for our
common stock after completion of the offering. It is likely that sales of
substantial amounts of our common stock in the public market could drive our
stock price down.
MANAGEMENT
The following table and subsequent discussion sets forth information
about our directors and executive officers, 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 and Mr.
Haskin as Executive Vice President, respectively, on November 12, 1999.
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Name Age Title
Douglas E. Greer 39 President, Treasurer and Director
Lee A. Haskin 43 Executive Vice President
Douglas E. Greer serves as our President and a 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, California. 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 and shipping departments,
supervising the post closing and 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 University of Miami in Coral Gables, Florida where
he majored in Business Administration and Finance. In addition, from 1983
to1986, Mr. Greer was a registered representative N.A.S.D. with Advest Inc. in
Hallandale, Florida and from 1980 to1982, he was a loan officer at 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, 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 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
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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 1999 exceeded $100,000.
Summary Compensation Table
Long-Term Compensation Awards
<TABLE>
<CAPTION>
Name and Principal Position Annual Compensation - 1999 Number of Shares Underlying
Salary ($) Bonus ($) Options (#)
<S> <C> <C> <C>
Douglas E. Greer, President $5,000 None None
Lee A. Haskin, Executive None None None
Vice President
</TABLE>
We have a written employment agreement with Douglas E. Greer to pay a
salary of $15,000 for all services rendered and to be rendered from November 12,
1999 until the acquisition closes. As of December 31, 1999, we paid Mr. Greer
$5,000 and will owe a balance of $10,000 by the time the acquisition closes.
This debt will be paid from a portion of the funds raised in this offering,
which will be released from this escrow. A portion of this accrued liability may
have to be borne by the acquisition candidate.
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:
o Consulting fees
o Finders' fees
o Sales of insiders' stock positions in whole or in part to the
private company, the blank check company and/or principals thereof
o 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 Mr. Greer's employment 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.
24
<PAGE>
Blank Check Companies
Our management has been involved in the blind pool blank check
offerings of Acquireu.com, Inc. and The Finance Team, Inc.
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 directors provisions
in Florida law. These provisions allow our directors in making decisions to
consider any factors as they deem 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 directors' liability.
We have agreed to indemnify of our director, meaning that we will pay
for damages he incurs for properly acting as directors. The SEC believes that
this indemnification may not be given for violations of the Securities Act that
govern 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 persons named below have sole voting and investment power with
respect to the shares. The numbers in the table reflect shares of common stock
held as of December 31, 1999. The numbers in this table assume 1,000,000 shares
of common stock outstanding following the offering:
<TABLE>
<CAPTION>
Shares Owned Percentage
Before offering After offering Before offering After offering
<S> <C> <C> <C> <C>
Douglas E. Greer 500,000 500,000 100% 50.0%
Lee A. Haskin 0 0 0% 0%
25
<PAGE>
<CAPTION>
All directors and 500,000 500,000 100% 50.0%
officers as a group -
2 persons
</TABLE>
Mr. Greer may be deemed our promoter, 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 12, 1999.
<TABLE>
<CAPTION>
Class Of Purchasers Date Of Title Of Number Of Aggregate
Sale Securities Securities Purchase Price
And Form Of
Consideration
<S> <C> <C> <C> <C>
Douglas E. Greer 11/12/99 Common Stock 500,000 $12,200.00
Robert Greer 3/2/00 Common Stock 5,000 $250.00
Hilda Greenberg 3/2/00 Common Stock 2,000 $100.00
Alison & Bruce Hagen 3/2/00 Common Stock 5,000 $250.00
Lee A. Haskin 3/2/00 Common Stock 5,000 $250.00
Sherman Salles Trustee 3/2/00 Common Stock 9,000 $450.00
Alice J. Cox 3/15/00 Common Stock 5,000 $250.00
Carolyn J. Cox 3/15/00 Common Stock 5,000 $250.00
Robert I. Cox 3/15/00 Common Stock 5,000 $250.00
Robert I. Cox, Jr. 3/15/00 Common Stock 5,000 $250.00
Carol Ann Crowsley 3/15/00 Common Stock 5,000 $250.00
Greer First Family Limited Partnership 3/15/00 Common Stock 5,000 $250.00
</TABLE>
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
26
<PAGE>
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 two
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. Under Rule 144 of the Securities Act, if all the shares being
offered hereto are sold, the holders of the restricted securities may each sell
a portion of their shares during any three (3) month period after November 12,
2000. 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 500,000 shares of our common stock at
$1.00 per share. Dilution to the investors in this offering shall be
approximately $.51 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
27
<PAGE>
We offer the right to subscribe for 500,000 shares at $1.00 per share.
We propose to offer the shares directly on a best efforts, no minimum basis, and
no compensation is to be paid to any person for the offer and sale of the
shares.
Our President plans to distribute prospectuses related to this
offering. We estimate approximately 100 to 200 prospectuses shall be distributed
in such a manner. They intend to distribute prospectuses to acquaintances,
friends and business associates.
The offering shall be conducted by our president. Although he is an
associated person of us as that term is defined in Rule 3a4-1 under the Exchange
Act, he is deemed not to be a broker for the following reasons:
o He is not subject to a statutory disqualification as that term is
defined in Section 3(a)(39) of the Exchange Act at the time of his
participation in the sale of our securities.
o He will not be compensated for his participatio in the sale of our
securities by the payment of commission or other remuneration based
either directly or indirectly on transactions in securities.
o He is not an associated person of a broker or dealers at the time of
his participation in the sale of our securities.
o He will restrict his participation to the following activities:
1. Preparing any written communication or delivering such
communication through the mails or other means that does not
involve oral solicitation by him of a potential purchaser;
2. Responding to inquiries of a potential purchasers in a
communication initiated by the potential purchasers, provided
however, that the content of such responses are limited to
information contained in a registration statement filed under the
Securities Act or other offering document;
3. Performing ministerial and clerical work involved in effecting
any transaction.
As of the date of this prospectus, no broker has been retained by us
for the sale of securities being offered. In the event a broker who may be
deemed an underwriter is retained by us, an amendment to our registration
statement will be filed.
Neither we nor anyone acting on our behalf including our shareholders,
officers, directors, promoters, affiliates or associates will approach a market
maker or take any steps to request or encourage a market in these securities
either prior or subsequent to an acquisition of any business opportunity. There
have been no preliminary discussions or understandings 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 securities, nor
do we have any plans to engage in such discussions. We do not intend to use
consultants to obtain market makers. No member of management, promoter or anyone
acting at their direction will recommend, encourage or advise you to open
brokerage accounts with any broker-dealer that is obtained to make a market in
the shares subsequent to the acquisition of any business opportunity. Investors
in this offering shall make their own decisions regarding whether to hold or
sell their shares. We shall not exercise any influence over your decisions.
28
<PAGE>
Arbitrary Determination of Offering Price
The initial offering price of $1.00 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:
o The lack of operating history
o The proceeds to be raised by the offering
o The amount of capital to be contributed by the public in proportion
to the amount of stock to be retained by present stockholders
o 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 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 officers 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 $1.00 per share must be paid in cash or by check, bank
draft or postal express money order payable in United States dollars to our
order. You may not pay in cash.
Expiration Date
This offering will expire 90 days from the date of this prospectus, or
180 days from the date of this prospectus if extended by us.
LEGAL PROCEEDINGS
We not a party to or aware of any pending or threatened lawsuits or
other legal actions.
29
<PAGE>
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 December 31, 1999, included in this
prospectus and in the registration statement, have been so included in reliance
upon the report of Harvey Judkowitz, independent certified public accountant,
included in this prospectus, and upon the authority of said firm as experts in
accounting and auditing.
30
<PAGE>
TECHROLLUP.COM, INC.
FINANCIAL STATEMENTS
DECEMBER 31, 1999
<PAGE>
INDEX TO FINANCIAL STATEMENTS
Techrollup.com, 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 12, 1999 to December 31, 1999..................................... F-5
Statement of Stockholders' Equity for the Period
November 12, 1999 to December 31, 1999..................................... F-5
Statement of Cash Flows for the Period
November 12, 1999 to December 31, 1999..................................... F-6
Notes to Financial Statements............................................... F-7
F-2
<PAGE>
The Board of Directors
TECHROLLUP.COM, INC.
I have audited the accompanying balance sheet of TECHROLLUP.COM, INC. as of
December 31, 1999 and the related statements of operations, changes in
stockholder's equity, and cash flows for the period November 12, 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 TECHROLLUP.COM, 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 12, 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 7, 2000
F-3
<PAGE>
TECHROLLUP.COM, INC.
BALANCE SHEET
DECEMBER 31, 1999
ASSETS
Current assets
Cash $ 6,198
---------
Total current assets 6,198
---------
$ 6,198
==========
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 ( 6,002)
----------
6,198
---------
$ 6,198
===========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
FINANCIAL STATEMENTS
F-4
<PAGE>
TECHROLLUP.COM, INC.
STATEMENT OF OPERATIONS
FOR THE PERIOD NOVEMBER 12, 1999 (DATE OF INCEPTION)
TO DECEMBER 31, 1999
Officer's payroll $ 6,000
Other general and administrative expense 2
Net loss ($ 6,002)
===========
Net loss per share ($ .012)
==========
TECHROLLUP.COM, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
FOR THE PERIOD NOVEMBER 12, 1999 (DATE OF INCEPTION)
TO DECEMBER 31, 1999
<TABLE>
<CAPTION>
Additional
Common stock Paid-in
------------
Shares $ Capital Deficit
------ ----- ------- -------
<S> <C> <C> <C> <C>
Issuance of common
stock (Note 2) 500,000 $ 500 $ 11,700
Loss for period ended
December 31, 1999 ($ 6,002)
------- ------- -------- ---------
Balance, December 31,
1999 500,000 $ 500 $ 11,700 ($ 6,002)
======= ======= ======== =========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL
OF THESE FINANCIAL STATEMENTS
F-5
<PAGE>
TECHROLLUP.COM, INC.
STATEMENT OF CASH FLOWS
FOR THE PERIOD NOVEMBER 12, 1999 (DATE OF INCEPTION)
TO DECEMBER 31, 1999
Cash used for operations
Net loss ($ 6,002)
---------
Cash used for operations ( 6,002)
---------
Cash provided by financing activities
Sale of common stock 12,200
---------
Cash provided by financing activities 12,200
---------
Increase in cash and cash on hand on December 31, 1999 $ 6,198
=========
THE ACCOMPANYING NOTES ARE AN INTEGRAL
OF THESE FINANCIAL STATEMENTS
F-6
<PAGE>
TECHROLLUP.COM, 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 12, 1999. 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.
F-7
<PAGE>
- ------------------------------------------ -----------------------------------
No dealer, salesman or any
other person has been authorized to give
any information or to make any
representations other than those Techrollup.com, Inc.
contained in this Prospectus, and, if
given or made, such information or 500,000 Shares of
representations must not be relied on as Common Stock
having been authorized by
Techrollup.com, Inc. This Prospectus
does not constitute an offer to sell or
a solicitation of an offer to buy, by
any person in any jurisdiction in which
it is unlawful for such person to make
such offer or solicitation. Neither the
delivery of this Prospectus nor any
offer, solicitation or sale made
hereunder, shall under any circumstances
create an implication that the
information herein is correct as of any
time subsequent to the date of the
Prospectus.
------------------------
Until ______________, 2000
(ninety days after the date funds and
securities are released from the escrow
account pursuant to Rule 419), all
dealers effecting transactions in the
registered securities, whether or not
participating in the distribution
thereof, may be required to deliver a
Prospectus. This is in addition to the
obligation of dealers to deliver a
Prospectus when acting as Underwriters
and with respect to their unsold
allotment or subscriptions.
------------
PROSPECTUS
------------
__________, 2000
<PAGE>
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 $ 132.00
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 $ 17,632.00
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 12, 1999.
<TABLE>
<CAPTION>
Class Of Purchasers Date Of Title Of Number Of Aggregate
Sale Securities Securities Purchase Price
And Form Of
Consideration
- ----------------------------------------------- ------------- ---------------------- ------------------- ------------------------
<S> <C> <C> <C> <C>
Douglas E. Greer 11/12/99 Common Stock 500,000 $12,200.00
Robert Greer 3/2/00 Common Stock 5,000 $250.00
Hilda Greenberg 3/2/00 Common Stock 2,000 $100.00
Alison Hagen 3/2/00 Common Stock 5,000 $250.00
Lee A. Haskin 3/2/00 Common Stock 5,000 $250.00
Sherman Salles Trustee 3/2/00 Common Stock 9,000 $450.00
Alice J. Cox 3/15/00 Common Stock 5,000 $250.00
Carolyn J. Cox 3/15/00 Common Stock 5,000 $250.00
Robert I. Cox 3/15/00 Common Stock 5,000 $250.00
Robert I. Cox, Jr. 3/15/00 Common Stock 5,000 $250.00
Carol Ann Crowsley 3/15/00 Common Stock 5,000 $250.00
Greer First Family Limited Partnership 3/15/00 Common Stock 5,000 $250.00
</TABLE>
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.
II-1
<PAGE>
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
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
II-2
<PAGE>
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, April 18, 2000.
Techrollup.com, Inc.
(Registrant)
/s/ Douglas E. Greer
--------------------
Douglas E. Greer, President,
Treasurer and Director
II-3
<PAGE>
ARTICLES OF INCORPORATION
OF
Techrollup.com, Inc.
The undersigned being an individual, does hereby act as
incorporator for the purposes of organizing a corporation
for profit pursuant to the provisions of the Florida
Business Corporations Act, and therefore, adopts the
following Articles of Incorporation for such corporation.
ARTICLE I
---------
NAME
The corporate name for the corporation (hereinafter the
"corporation") is:
Techrollup.com, Inc.
ARTICLE II
----------
EXISTENCE AND DURATION
The period of duration of this corporation is perpetual.
ARTICLE III
-----------
PURPOSES AND POWERS
The purpose for which this corporation is organized is to engage in all lawful
business for which corporation may be incorporated pursuant to the Florida
Business Corporation Act. In furtherance of such lawful purposes, the
corporation shall have and may exercise all rights, powers and privileges now
and hereafter exercisable by corporations organized under the laws of the State
of Florida. In addition, it may do everything necessary, suitable, convenient or
proper for the accomplishment of any its corporate purposes.
ARTICLE IV
----------
CAPITALIZATION
The aggregate number of shares of common stock which this corporation shall have
authority to issue is fifty million (50,000,000) shares at par value of one
tenth of one cent ($.001) per share.
The common stock of the corporation, when issued and then outstanding shall be
entitled to vote one hundred (100) percent of the stockholder voting rights.
Each holder of common stock shall be entitled to one (1) vote for each share of
common stock held.
The Board of Directors has the authority, without and vote or action by the
stock holders, to issue Preferred Stock in one or more series and to fix the
designations, preferences, rights, qualifications, limitations and restrictions
thereof, including voting rights, dividend rights dividend rate, conversion
rights, terms of redemption, including sinking fund provisions, redemptions
price or prices, liquidation preferences and number of Shares constituting any
series.
The shall be no cumulative voting by shareholders. The shareholders shall have
no preemptive rights to acquire any shares of the corporation. The common stock
of the corporation after the
<PAGE>
amount of the subscription price has been paid and shall not be subject to
assessment to pay the debts of the corporation.
ARTICLE V
---------
INITIAL OFFICE AND AGENT
The address of this corporation's initial registered office in the State of
Florida is 10888 Avenida Santa Ana Boca Raton, Florida 33498 and the name of its
initial registered agent at said registered office is Douglas E. Greer. The
written acceptance of the said initial registered agent, as required by the
provisions of Section 607.0501(3) of the Florida Business Corporation Act is set
forth following the signature of the incorporator and is made a part of these
Articles of Incorporation.
ARTICLE VI
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PRINCIPAL OFFICE
The address of the Principal office of the corporation is 10888 Avenida Santa
Ana Boca Raton, Florida 33498. The corporation may maintain offices, agencies
and places of business in any other state in the United States and in foreign
countries without restrictions as to place, as the Board of Directors may from
time to time determine or the business of the corporation may require.
ARTICLE VII
-----------
INITIAL BOARD OF DIRECTORS
The number of directors constituting the initial Board of Directors of this
corporation is one (1) and the number of directors of this corporation shall not
be less than one (1). The name and address of the person who is to serve as
director until the first annual meeting of shareholders, or until his successor
is elected and qualified is:
Douglas E. Greer 10888 Avenida Santa Ana
Boca Raton Florida 33498
ARTICLE VIII
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INDEMNIFICATION
The corporation shall, to the fullest extent permitted by the provisions of the
Florida Business Corporation Act, as the same may be amended and supplemented,
indemnify any and all persons whom it shall have the power to indemnify under
said provisions from and against any and all of the expenses, liabilities, or
other matters referred to in or covered by said provisions, and the
indemnification provided for herein shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any Bylaw, vote of
shareholders or disinterested directors, or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a Director,
Officer, Employee, or agent and shall inure to the benefit of the heirs,
executor and administrators of such a person.
ARTICLE X
----------
INCORPORATOR
The name and address of the incorporator signing these Articles of Incorporation
is Douglas E. Greer 10888 Avenida Santa Ana Boca Raton, Florida 33498.
Dated this 8th Day of November, 1999
/s/ Douglas E. Greer
----------------------------------
Douglas E. Greer, Incorporator
<PAGE>
City of Boca Raton
Country of Palm Beach
State of Florida
WRITTEN CONSENT OF INCORPORATOR TO ORGANIZATIONAL ACTION
OF
Techrollup.com, Inc.
Under Section 607.0205 of the Florida Business Corporation Act
--------------
The following action is taken this day through this instrument by the
incorporator of the above named corporation. The election of the following
person to serve as the initial director of corporation until the first
shareholders' meeting or until such other time at which directors are elected:
Douglas E. Greer, Incorporator
Signed on November 8, 1999
Having been named it Registered Agent and to accept service of process for the
above named corporation at the place designated in these Articles of
Incorporation, hereby accept the appointment as Registered Agent and agree to
act in this capacity. I further agree to comply with the provisions of all
statutes relating to the proper and complete performance of my duties, and I am
familiar with and accept the obligations of my position as registered agent.
Techrollup.com, Inc.
By: /s/ Douglas E. Greer
----------------------
Douglas E. Greer
For The Firm
Date: November 8, 1999
<PAGE>
BYLAWS OF
TECHROLLUP.COM, INC.
ARTICLE I - MEETINGS OF SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of the shareholders of
this corporation shall be held at the time and place designated by the Board of
Directors of the corporation. The annual meeting of shareholders for any year
shall be held no later than thirteen (13) months after the last preceding annual
meeting of shareholders. Business transacted at the annual meeting shall include
the election of directors of the corporation.
Section 2. Special Meetings. Special meetings of the shareholders shall
be held when directed by the Board of Directors, or when requested in writing by
the holders of not less than ten percent (10%) of all the shares entitled to
vote at the meeting. A meeting requested by shareholders shall be called for a
date not less than ten (10) or more than sixty (60) days after the request is
made, unless the shareholders requesting the meeting designate a later date. The
call for the meeting shall be issued by the Secretary, unless the President,
Board of Directors, or shareholders requesting the meeting designate another
person to do so.
Section 3. Place. Meetings of shareholders may be held within or
without the State of Florida.
Section 4. Notice. Written notice stating the place, day and hour of
the meeting and, in the case of a special meeting, the purpose or purposes for
which the meeting is called, shall be delivered not less than ten (10) nor more
than sixty (60) days before the meeting, either personally or by first class
mail, by or at the direction of the President, the Secretary, or the officer or
persons calling the meeting to each shareholder of record entitled to vote at
such meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail addressed to the shareholder at his address
as it appears on the stock transfer books of the corporation, with postage
thereon prepaid.
Section 5. Notice of Adjourned Meetings. When a meeting is adjourned to
another time or place, it shall not be necessary to give any notice of the
adjourned meeting if the time and place to which the meeting is adjourned are
announced at the meeting at which the adjournment is taken, and at the adjourned
meeting any business may be transacted that might have been transacted on the
original date of the meeting. If, however, after the adjournment the Board of
Directors fixes a new record date for the adjourned meeting, a notice of the
adjourned meeting shall be given as provided in this section to each shareholder
of record on the new record date entitled to vote at such meeting.
Section 6. Closing of Transfer Books and Fixing Record Date. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholder of any adjournment thereof, or entitled to receive
payment of any dividend, or in order to make a determination of shareholders for
any other purpose, the Board of Directors may provide that the stock transfer
books shall be closed for a stated period but not to exceed,
<PAGE>
in any case, sixty (60) days. If the stock transfer books shall be closed for
the purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for at least ten (10) days
immediately preceding such meeting.
In lieu of closing the stock transfer books, the Board of Directors may
fix in advance a date as the record date for any determination of shareholders,
such date in any case to be not more than sixty (60) days and, in case of a
meeting of shareholders, not less than ten (10) days prior to the date on which
the particular action requiring such determination of shareholders is to be
taken.
If the stock transfer books are not closed and no record date is fixed
for the determination of shareholders entitled to notice or to vote at a meeting
of shareholders, or shareholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on which the
resolution of the Board of Directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of shareholders.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any adjournment thereof, unless the Board of Directors fixes a new
record date for the adjourned meeting.
Section 7. Voting Record. The officers or agent having charge of the
stock transfer books for shares of the corporation shall make, at least ten (10)
days before each meeting of shareholders, a complete list of the shareholders
entitled to vote at such meeting or any adjournment thereof, with the address of
and the number and class and series, if any, of shares held by each. The list,
for a period of ten (10) days prior to such meeting, shall be kept on file at
the registered office of the corporation, at the principal place of business of
the corporation or at the office of the transfer agent or register of the
corporation and any shareholder shall be entitled to inspect the list at any
time during usual business hours. The list shall also be produced and kept open
at the time and place of the meeting and shall be subject to the inspection of
any shareholder at any time during the meeting.
If the requirements of this section have not been substantially
complied with, the meeting on demand of any shareholder in person or by proxy,
shall be adjourned until the requirements are complied with. If no such demand
is made, failure to comply with the requirements of this section shall not
affect the validity of any action taken at such meeting.
Section 8. Shareholder Quorum and Voting. A majority of the shares
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of shareholders. When a specified item of business is required to
be voted on by a class or series a majority of the shares of such class or
series shall constitute a quorum for the transaction of such item of business by
that class or series.
<PAGE>
If a quorum is present, the affirmative vote of the majority of the
shares represented at the meeting and entitled to vote on the subject matter
shall be the act of the shareholders unless otherwise provided by law.
After a quorum has been established at a shareholders' meeting, the
subsequent withdrawal of shareholders, so as to reduce the number of
shareholders entitled to vote at the meeting below the number required for a
quorum, shall not affect the validity of any action taken at the meeting or any
adjournment thereof.
Section 9. Voting of Shares. Each outstanding share, regardless of
class, shall be entitled to one vote on each matter submitted to a vote at a
meeting of shareholders.
Treasury shares, shares of stock of this corporation owned by another
corporation the majority of the voting stock of which is owned or controlled by
this corporation, and shares of stock of this corporation held by it in a
fiduciary capacity shall not be voted, directly or indirectly, at any meeting,
and shall not be counted in determining the total number of outstanding shares
at any given time.
A shareholder may vote either in person or by proxy executed in writing
by the shareholder or his duly authorized attorney-in-fact.
At each election for directors, every shareholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by him for as many persons as there are directors to be elected at
that time and for whose election he has a right to vote.
Shares standing in the name of another corporation, domestic or
foreign, may be voted by the officer, agent, or proxy designated by the bylaws
of the corporate shareholder; or, in the absence of any applicable bylaw, by
such person as the Board of Directors of the corporate shareholder may
designate. Proof of such designation may be made by presentation of a certified
coy of the bylaws or other instrument of the corporate shareholder. In the
absence of any such designation, or in case of conflicting designation by the
corporate shareholder, the chairman of the board, president, any vice president,
secretary and treasurer of the corporate shareholder shall be presumed to
possess, in that order, authority to vote such shares.
Shares held by an administrator, executor, guardian or conservator may
be voted by him, either in person or by proxy, without a transfer of such shares
into his name. Shares standing gin the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his name if authority so to do
be contained in an appropriate order of the court by which such receiver was
appointed.
<PAGE>
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee or his nominee shall be entitled to vote the shares so
transferred.
On and after the date on which written notice of redemption of
redeemable shares has been mailed to the holders thereof and a sum sufficient to
redeem such shares has been deposited with a bank or trust company with
irrevocable instruction and authority to pay the redemption price to the holders
thereof upon surrender of certificates therefor, such shares shall not be
entitled to vote on any matter and shall not be deemed to be outstanding shares.
Section 10. Proxies. Every shareholder entitled to vote at a meeting of
shareholders or to express consent or dissent without a meeting or a
shareholders' duly authorized attorney-in-fact may authorize another person or
persons to act for him by proxy.
Every proxy must be signed by the shareholder or his attorney-in-fact.
No proxy shall be valid after the expiration of eleven (11) months from the date
thereof unless otherwise provided in the proxy. Every proxy shall be revocable
at the pleasure of the shareholder executing it, except as otherwise provided by
law.
The authority of the holder of a proxy to act shall not be revoked by
the incompetence or death of the shareholder who executed the proxy unless,
before the authority is exercised, written notice of an adjudication of such
incompetence or of such death is received by the corporate officer responsible
for maintaining the list of shareholders.
If a proxy for the same shares confers authority upon two (2) or more
persons and does not otherwise provide, a majority of them present at the
meeting, or if only one (1) is present then that one, may exercise all the
powers conferred by the proxy; but if the proxy holders present at the meeting
are equally divided as to the right and manner of voting in any particular case,
the voting of such shares shall be prorated.
If a proxy expressly provides, any proxy holder may appoint in writing
a substitute to act in his place. 35
Section 11. Voting Trusts. Any number of shareholders of this
corporation may create a voting trust for the purpose of conferring upon a
trustee or trustees the right to vote or otherwise represent their shares, as
provided by law. Where the counterpart of a voting trust agreement and the copy
of the record of the holders of voting trust certificates has been deposited
with the corporation as provided by law, such documents shall be subject to the
same right of examination by a shareholder of the corporation, in person or by
agent or attorney, as are the books and records of the corporation, and such
counterpart and such copy of such record shall be subject to examination by any
holder or
<PAGE>
record of voting trust certificates either in person or by agent or attorney,
at any reasonable time for any proper purpose.
Section 12. Shareholders' Agreements. Two (2) or more shareholders, of
this corporation may enter an agreement providing for the exercise of voting
rights in the manner provided in the agreement or relating to any phase of the
affairs of the corporation as provided by law. Nothing therein shall impair the
right of this corporation to treat the shareholders of record as entitled to
vote the shares standing in their names.
Section 13. Action by Shareholders Without a Meeting. Any action
required by law, these bylaws, or the articles of incorporation of this
corporation to be taken at any annual or special meeting of shareholders of the
corporation, or any action which may be taken at any annual or special meeting
of such shareholders, may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and
voted. If any class of shares is entitled to vote thereon as a class, such
written consent shall be required of the holders of a majority of the shares of
each class of shares entitled to vote as a class thereon and of the total shares
entitled to vote thereon.
Within ten (10) days after obtaining such authorization by written
consent, notice shall be given to those shareholders who have not consented in
writing. The notice shall fairly summarize the material features of the
authorized action and, if the action be a merger, consolidated or sale or
exchange of assets for which dissenters rights are provided under this act, the
notice shall contain a clear statement of the right of shareholders dissenting
therefrom to be paid the fair value of their shares upon compliance with further
provisions of this act regarding the rights of dissenting shareholders.
ARTICLE II - DIRECTORS
Section 1. Function. All corporate powers shall be exercised by or
under the authority of, and business and affairs of the corporation shall be
managed under the direction of, the Board of Directors. 36
Section 2. Qualification. Directors need not be residents of this state
or shareholders of this corporation.
Section 3. Compensation. The Board of Directors shall have authority to
fix the compensation of directors.
<PAGE>
Section 4. Duties of Directors. A director shall perform his duties as
a director, including his duties as a member of any committee of the board upon
which he may serve, in good faith, in a manner he reasonably believes to be in
the best interests of the corporation, and with such care as an ordinarily
prudent person in a like position would use under similar circumstances.
In performing his duties, a director shall be entitled to rely on
information, opinions, reports or statements, including financial statements and
other financial data, in each case prepared or presented by:
(a) one (1) or more officers or employees of the corporation whom the
director reasonably believes to be reliable and competent in the matters
presented,
(b) counsel, public accountants or other persons as to matters which
the director reasonably believes to be within such person's professional or
expert competence, or
(c) a committee of the board upon which he does not serve, duly
designated in accordance with a provision of the articles of incorporation or
the bylaws, as to matters within its designated authority, which committee the
director reasonable believes to merit confidence.
A director shall not be considered to be acting in good faith if he has
knowledge concerning the matter in question that would cause such reliance
described above to be unwarranted.
A person who performs his duties in compliance with this section shall
have no liability by reason of being or having been a director of the
corporation.
Section 5. Presumption of Assent. A director of the corporation who is
present at a meeting of its Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless he
votes against such action or abstains from voting in respect thereto because of
an asserted conflict of interest.
Section 6. Number. The corporation shall have at least one (1)
director. The minimum number of directors may be increased or decreased from
time to time by amendment to these bylaws, but no decrease shall have the effect
of shortening the terms of any incumbent director and no amendment shall
decrease the number of directors below one (1), unless the stockholders have
voted to operate the corporation.
Section 7. Election and Term. Each person named in the articles of
incorporation as a member of the initial board of directors shall hold office
until the first annual meeting of shareholders, and until his successor shall
have been elected and qualified or until his earlier resignation, removal from
office or death.
<PAGE>
At the first annual meeting of shareholders and at each annual meeting
thereafter, the shareholders shall elect directors to hold office until the next
succeeding annual meeting. Each director shall hold office for the term for
which he is elected and until his successor shall have been elected and
qualified or until his earlier resignation, removal from office or death.
Section 8. Vacancies. Any vacancy occurring in the Board of Directors,
including any vacancy created by reason of an increase in the number of
directors, may be filled by the affirmative vote of a majority of the remaining
directors though less than a quorum of the Board of Directors. A director
elected to fill a vacancy shall hold office only until the next election of
directors by the shareholders.
Section 9. Removal of Directors. At a meeting of shareholders called
expressly for that purpose, any director or the entire Board of Directors may be
removed, with or without cause, by a vote of the holders of a majority of the
shares then entitled to vote at an election of directors.
Section 10. Quorum and Voting. A majority of the number of directors
fixed by these bylaws shall constitute a quorum for the transaction of business.
The act of the majority of the directors present at a meeting at which a quorum
is present shall be the act of the Board of Directors.
Section 11. Director Conflicts of Interest. No contract or other
transaction between this corporation and one (1) or more of its directors or any
other corporation, firm, association or entity in which one (1) or more of the
directors are directors or officers or are financially interested, shall be
either void or voidable because of such relationship or interest or because such
director or directors are present at the meeting of the Board of Directors or a
committee thereof which authorizes, approves or ratifies such contract or
transaction or because his or their votes are counted for such purpose, if:
(a) The fact of such relationship or interest is disclosed or known to
the Board of Directors or committee which authorizes, approves or ratifies the
contract or transaction by a vote or consent sufficient for the purpose without
counting the votes or consents of such interested directors; or
(b) The fact of such relationship or interest is disclosed or known to
the shareholders entitled to vote and they authorize, approve or ratify such
contract or transaction by vote or written consent; or
(c) The contract or transaction is fair and reasonable as to the
corporation at the time it is authorized by the board, a committee or
shareholders.
Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or a committee
thereof which authorizes, approves or ratifies such contract or transaction.
<PAGE>
Section 12. Executive and Other Committees. The Board of Directors, by
resolution adopted by a majority of the full Board of Directors, may designate
from among its members an executive committee and one (1) or more other
committees each of which, to the extent provided in such resolution shall have
and may exercise all the authority of the Board of Directors, except that no
committee shall have the authority to:
(a) approve or recommend to shareholders actions or proposals required
by law to be approved by shareholders,
(b) designate candidates for the office of director, for purposes of
proxy solicitation or otherwise,
(c) fill vacancies on the Board of Directors or any committee thereof,
(d) amend the bylaws,
(e) authorize or approve the reacquisition of shares unless pursuant to
a general formula or method specified by the Board of Directors, or
(f) authorize or approve the issuance or sale of, or any contract to
issue or sell, shares or designate the terms of a series of a class of shares,
except that the Board of Directors, having acted regarding general authorization
for the issuance or sale of shares, or any contract therefor, and, in the case
of a series, the designation thereof, may, pursuant to a general formula or
method specified by the Board of Directors, by resolution or by adoption of a
stock option or other plan, authorize a committee to fix the terms of any
contract for the sale of the shares and to fix the terms upon which such shares
may be issued or sold, including, without limitation, the price, the rate or
manner of payment of dividends, provisions for redemption, sinking fund,
conversion, voting or preferential rights, and provisions for other features of
a class of shares, or a series of a class of shares, with full power in such
committee to adopt any final resolution setting forth all the terms thereof and
to authorize the statement of the terms of a series for filing with the
Department of State.
The Board of Directors, by resolution adopted in accordance with this
section, may designate one (1) or more directors as alternate members of any
such committee, who may act in the place and stead of any member or members at
any meeting of such committee.
Section 13. Place of Meetings. Regular and special meetings by the
Board of Directors may be held within or without the State of Florida.
Section 14. Time, Notice and Call of Meetings. Regular meetings by the
Board of Directors shall be held without notice. Written notice of the time and
place of special meetings of the Board of Directors shall be given to each
director by either personal delivery, telegram or cablegram at least two (2)
days before the meeting or by notice mailed to the director at least five (5)
days before the meeting.
<PAGE>
Notice of a meeting of the Board of Directors need not be given to any
director who signs a waiver of notice either before or after the meeting.
Attendance of a director at a meeting shall constitute a waiver of notice of
such meeting and waiver of any and all objections to the place of the meeting,
the time of the meeting, or the manner in which it has been called or convened,
except when a director states, at the beginning of the meeting, any objection to
the transaction of business because the meeting is not lawfully called or
convened.
Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.
A majority of the directors present, whether or not a quorum exists,
may adjourn any meeting of the Board of Directors to another time and place.
Notice of any such adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.
Meetings of the Board of Directors may be called by the chairman of the
board, by the president of the corporation, or by any two (2) directors.
Members of the Board of Directors may participate in a meeting of such
board by means of a conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other at
the same time. Participation by such means shall constitute presence in person
at a meeting.
Section 15. Action Without a Meeting. Any action required to be taken
at a meeting of the directors of a corporation, or any action which may be taken
at a meeting of the directors or a committee thereof, may be taken without a
meeting if a consent in writing, setting forth the action so to be taken, signed
by all of the directors, or all the members of the committee, as the case may
be, is filed in the minutes of the proceedings of the board or of the committee.
Such consent shall have the same effect as a unanimous vote.
ARTICLE III - OFFICERS
Section 1. Officers. The officers of this corporation shall consist of
a president, a secretary and a treasurer, each of whom shall be elected by the
Board of Directors. Such other officers and assistant officers and agents as may
be deemed necessary may be elected or appointed by the Board of Directors from
time to time. Any two (2) or more offices may be held by the same person. The
failure to elect a president, secretary or treasurer shall not affect the
existence of this corporation.
<PAGE>
Section 2. Duties. The officers of this corporation shall have the
following duties:
The President shall be the chief executive officer of the corporation,
shall have general and active management of the business and affairs of the
corporation subject to the directions of the Board of Directors, and shall
preside at all meetings of the stockholders and Board of Directors.
The Secretary shall have custody of, and maintain, all of the corporate
records except the financial records; shall record the minutes of all meetings
of the stockholders and Board of Directors, send all notice of meetings out, and
perform such other duties as may be prescribed by the Board of Directors or the
President.
The Treasurer shall have custody of all corporate funds and financial
records, shall keep full and accurate accounts of receipts and disbursements and
render accounts thereof at the annual meetings of stockholders and whenever else
required by the Board of Directors or the President, and shall perform such
other duties as may be prescribed by the Board of Directors or the President.
Section 3. Removal of Officers. Any officer or agent elected or
appointed by the Board of Directors may be removed by the board whenever in its
judgment the best interest of the corporation will be served thereby.
Any officer or agent elected by the shareholders may be removed only by
vote of the shareholders, unless the shareholders shall have authorized the
directors to remove such officer or agent.
Any vacancy, however occurring, in any office may be filled by the
Board of Directors, unless the bylaws shall have expressly reserved such power
to the shareholders.
Removal of any officer shall be without prejudice to the contract
rights, if any, of the person so removed; however, election or appointment of an
officer or agent shall not of itself create contract rights.
ARTICLE IV - STOCK CERTIFICATES
Section 1. Issuance. Every holder of shares in this corporation shall
be entitled to have a certificate, representing all shares to which he is
entitled. No certificate shall be issued for any share until such share is fully
paid.
Section 2. Form. Certificates representing shares in this corporation
shall be signed by the President or Vice-President and the Secretary or an
Assistant Secretary and may be sealed with the seal of this corporation or a
facsimile thereof. The signatures of the President or Vice-President and the
Secretary or Assistant Secretary may be facsimiles if the certificate is
manually signed on behalf of a transfer agent or a registrar,
<PAGE>
other than the corporation itself or an employee of the corporation. In
case any officer who signed or whose facsimile signature has been placed upon
such certificate shall have ceased to be such officer before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer at the date of its issuance.
Every certificate representing shares which are restricted as to the
sale, disposition or other transfer of such shares shall state that such shares
are restricted as to transfer and shall set forth or fairly summarize upon the
certificate, or shall state that the corporation will furnish to any shareholder
upon request and without charge a full statement of, such restrictions.
Each certificate representing shares shall state upon the fact thereof:
the name of the corporation; that the corporation is organized under the laws of
this state; the name of the person or persons to whom issued; the number and
class of shares, and the designation of the series, if any, which such
certificate represents; and the par value of each share represented by such
certificate, or a statement that the shares are without par value.
Section 3. Transfer of Stock. The corporation shall register a stock
certificate presented to it for transfer if the certificate is properly endorsed
by the holder or record of by his duly authorized attorney, and the signature of
such person has been guaranteed by a commercial bank or trust company or by a
member of the New York or American Stock Exchange.
Section 4. Lost, Stolen, or Destroyed Certificates. The corporation
shall issue a new stock certificate in the place of any certificate previously
issued if the holder of record of the certificate (a) makes proof in affidavit
form that it has been lost, destroyed or wrongfully taken; (b) requests the
issue of a new certificate before the corporation has notice that the
certificate has been acquired by a purchaser for value in good faith and without
notice of any adverse claim; (c) gives bond in such form as the corporation may
direct, to indemnify the corporation, the transfer agent, and registrar against
any claim that may be made on account of the alleged loss, destruction, or theft
of a certificate; and (d) satisfies any other reasonable requirements imposed by
the corporation.
ARTICLE V - BOOKS AND RECORDS
Section 1. Books and Records. This corporation shall keep correct and
complete books and records of account and shall keep minutes of the proceedings
of its shareholders, board of directors and committees of directors.
This corporation shall keep at its registered office or principal place
of business, or at the office of its transfer agent or registrar, a records of
its shareholders, giving the names and addresses of all shareholders, and the
number, class and series, if any, of the shares held by each.
<PAGE>
Any books, records and minutes may be in written form or in any other
form capable of being converted into written form within a reasonable time.
Section 2. Shareholders' Inspection Rights. Any person who shall have
been a holder of record of shares or of voting trust certificates therefor at
least six (6) months immediately preceding his demand or shall be the holder of
record of, or the holder of record of voting trust certificates for, at least
five percent (5%) of the outstanding shares of any class or series of the
corporation, upon written demand stating the purpose thereof, shall have the
right to examine, in person or by agent or attorney, at any reasonable time or
times, for any proper purpose its relevant books and records of accounts,
minutes and records of shareholders and to make extracts therefrom.
Section 3. Financial Information. Not later than four (4) months after
the close of each fiscal year, this corporation shall prepare a balance sheet
showing in reasonable detail the financial condition of the corporation as of
the close of its fiscal year, and a profit and loss statement showing the
results of the operations of the corporation during its fiscal year.
Upon the written request of any shareholder or holder of voting trust
certificates for shares of the corporation, the corporation shall mail to such
shareholder or holder of voting trust certificates a copy of the most recent
such balance sheet and profit and loss statement.
The balance sheets and profit and loss statements shall be filed in the
registered office of the corporation in this state, shall be kept for at least
five (5) years, and shall be subject to inspection during business hours by any
shareholder or holder of voting trust certificates, in person or by agent.
ARTICLE VI - DIVIDENDS
The Board of Directors of this corporation may, from time to time, declare and
the corporation may pay dividends on its shares in cash, property or its own
shares, except when the corporation is insolvent or when the payment thereof
would render the corporation insolvent or when the declaration or payment
thereof would be contrary to any restrictions contained in the articles of
incorporation, subject to the following provisions:
(a) Dividends in cash or property may be declared and paid, except as
otherwise provided in this section, only out of the unreserved and unrestricted
earned surplus of the corporation or out of capital surplus, howsoever arising
but each dividend paid out of capital surplus, and the amount per share paid
from such surplus shall be disclosed to the shareholders receiving the same
concurrently with the distribution.
<PAGE>
(b) Dividends may be declared and paid in the corporation's own
treasury shares.
(c) Dividends may be declared and paid in the corporation's own
authorized but unissued shares out of any unreserved and unrestricted surplus of
the corporation upon the following conditions:
(1) If a dividend is payable in shares having a par value, such shares
shall be issued at not less than the par value thereof and there shall be
transferred to stated capital at the time such dividend is paid an amount of
surplus equal to the aggregate par value of the shares to be issued as a
dividend.
(2) If a dividend is payable in shares without a par value, such shares
shall be issued at such stated value as shall be fixed by the Board of Directors
by resolution adopted at the time such dividend is declared, and there shall be
transferred to stated capital at the time such dividend is paid an amount of
surplus equal to the aggregate stated value so fixed in respect of such shares;
and the amount per share so transferred to stated capital shall be disclosed to
the shareholders receiving such dividend concurrently with the payment thereof.
(d) No dividend payable in shares of any class shall be paid to the
holders of shares of any other class unless the articles of incorporation so
provide or such payment is authorized by the affirmative vote or the written
consent of the holders of at least a majority of the outstanding shares of the
class in which the payment is to be made.
(e) A split-up or division of the issued shares of any class into a
greater number of shares of the same class without increasing the stated capital
of the corporation shall not be construed to be a share dividend within the
meaning of this section.
ARTICLE VII - CORPORATE SEAL
The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the corporation as
it appears on page 1 of these bylaws.
ARTICLE VIII - AMENDMENTS
These bylaws may be repealed or amended, and new bylaws may be adopted, by the
Board of Directors.
End of bylaws adopted by the Board of Directors.
<PAGE>
INCORPORATED UNDER THE LAWS OF THE STATE OF FLORIDA
NUMBER SHARES
- -------- --------
0
- -------- --------
COMMON
TECHROLLUP.COM, INC.
TOTAL AUTHORIZED ISSUE
50,000,000 COMMON SHARES WITH A PAR VALUE OF $0.001 PER SHARE
This is to Certify that [SPECIMEN] is the owner of
------------------------------------------
fully paid and
- ------------------------------------------------------------------
non-assessable COMMON shares of TECHROLLUP.COM, INC. transferable only on the
books of the Corporation by the holder hereof in person or by the duly
authorized Attorney upon surrender of this certificate properly endorsed.
Witness, the seal of the Corporation and the signatures of its duly authorized
officers.
Dated
- ----------------------------------- -----------------------------------
SECRETARY PRESIDENT
<PAGE>
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM -- as tenants in common UNIF GIFT MIN ACT -- Custodian
TEN ENT -- as tenants by the ------------------
entireties (Cust) (Minor)
JT TEN -- as joint tenants with under Uniform
right of survivorship and Gifts to Minors
not as tenants in common Act
---------------
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED HEREBY SELL, ASSIGN AND TRANSFER UNTO
------------------------
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- --------------------------------------
- --------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
ASSIGNEE)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SHARES
- --------------------------------------------------------------------------
REPRESENTED BY THE WITHIN CERTIFICATE, AND DO HEREBY IRREVOCABLY CONSTITUTE AND
APPOINT ATTORNEY
----------------------------------------------------------------
TO TRANSFER THE SAID SHARES ON THE BOOKS OF THE WITHIN NAMED CORPORATION WITH
FULL POWER OF SUBSTITUTION IN THE PREMISES.
DATED:
---------------------------
IN THE PRESENCE OF
---------------------------------------------------------
- --------------------------------------------------------------------------------
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION
OR ENLARGEMENT OR ANY CHANGE WHATEVER.
<PAGE>
STATE OF FLORIDA
[LOGO]
DEPARTMENT OF STATE
I certify the attached is a true and correct copy of the Articles of
Incorporation of TECHROLLUP.COM, INC., a Florida corporation, filed on
November 12, 1999, as shown by the reocrds of this office.
The document number of this corporation is P99000100133.
Given under my hand and the
Great Seal of the State of Florida
at Tallahassee, the Capitol, this the
Sixteenth day of November, 1999
[GREAT SEAL OF THE /s/ Katherine Harris
STATE OF FLORIDA]
Katherine Harris
Secretary of State
<PAGE>
EMPLOYMENT AGREEMENT
AGREEMENT, dated as of May 27, 1999 between TECHROLLUP.com, Inc., a Florida
corporation (the "Company") with its principal place of business located at
10888 Avenida Santa Ana, Boca Raton, FL. 33498 and Douglas E. Greer (the
"Executive") whose address is 10888 Avenida Santa Ana, Boca Raton, FL. 33498.
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, the Company and the Executive desire that he shall be employed
by the Company as President and Chief Executive Officer and as a Director of the
Company upon the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premise and other good and
valuable consideration, receipt of which is hereby acknowledged, the parties
covenant and agree as follows:
1. Term of Employment.
The Company shall employ the Executive and the Executive accepts
employment by the Company on the terms and conditions hereof contained for a
period commencing on this date and ending one years from the date of this
Agreement.
The initial period, together with any mutually agreed extensions, shall be
called the "Employment Period".
<PAGE>
2. Duties
(a) The Executive shall serve as the President and Chief Executive
Officer of the Company, and shall perform such services and duties for the
Company as may be reasonably assigned or delegated to him by the Board of
Directors of the Company in such areas consistent with the Executive's position
as the Board of Directors shall designate. The Executive shall have such
reasonable responsibilities, duties, authority and control as shall be
consistent with his executive position, including such duties and authority as
would enable him to exert a reasonable degree of control in directing the
operation of the Company for which he will be responsible, subject at all times
to the ultimate authority, control and direction of the Board of Directors.
(b) The Executive shall exert a portion of his business time and best
efforts in the promotion of the Company's interests; except to the extent that
Executive is engaged in the activities disclosed to the Board of Directors which
shall not be deemed a breach of this provision.
3. Compensation.
As compensation for his services hereunder, (a) the Company shall pay
the Executive during the Employment Period a salary at the rate of Fifteen
Thousand Dollars ($15,000) (hereinafter the "base salary") per annum.
Executive's Salary shall accrue and be payable upon the completion of the
Company's Initial Public Offering and shall be paid in full at such time,
notwithstanding whether the one year initial term has been reached.
2
<PAGE>
(b) The Company will further reimburse the Executive for all expenses
incurred by him in the performance of his duties hereunder which, if not in the
ordinary course of business and consistent with Company policy.
(c) The Executive shall be entitled to participate in all employee
benefit plans of the Company, if any, which will be available to executive
employees as of the date of this Agreement and such other plans or modifications
of existing plans as any may become effective during the Employment Period, all
consistent with Company policies and practices, generally applied. Executive
shall receive a car allowance not less than $600.00 per month plus insurance on
the car having a premium in an amount not greater than $2,000 per year as may be
provided other executives of the Company.
(d) The Executive shall be entitled to take vacations consistent with
Company policy but in any event not less than four weeks during the Executive's
first year with the Company (but that Executive hereby agrees that that vacation
will not be taken in one consecutive four week period). Unused vacation days may
not be accumulated year to year and additional compensation shall be paid for
unused vacation time.
(e) In the event of the Executive's disability (as hereinafter defined)
or death, the Executive or his estate shall receive his salary pursuant to
subsection 3(a) above No further or additional salary or compensation shall be
due the Employee or his estate, except as may otherwise be payable under such
Company benefit plans in which Employee shall be participating at that time. For
the purpose of this Agreement, disability shall mean the inability of the
Executive to render substantially all of the services of the character
contemplated by this Agreement by reason of physical or mental conditions due to
illness, accident or mental or physical incapacity or infirmity continuing for
more than three (3) consecutive months. In the event of a dispute, the matter
shall be referred to a physician mutually acceptable to the Company and the
Executive.
3
<PAGE>
4. Rights Under Other Plans and Programs.
No provision of this Agreement is intended, nor shall it be
construed, to reduce or in any way restrict, any benefit to which Executive may
be entitled under any other agreement, plan or program of the Company or its
subsidiaries or affiliates providing benefits for the Executive. Amounts which
are vested benefits or which the Executive is otherwise entitled to receive
under any plan or program of the Company shall be payable in accordance with the
terms of such plan or program.
5. Termination of Agreement.
The Company may terminate the employment of the Executive hereunder:
(i) for "cause", if the Executive has failed to comply in a material
way with his material covenants and obligations under this Agreement and such
failure continues for a period of thirty (30) days after the Executive's receipt
of written notice from the Company specifying the exact details of such alleged
failure or if the Executive has been convicted of a felony or a crime involving
moral turpitude; or
(ii) if the Executive becomes disabled (as defined in Section 3(e)
above); or
4
<PAGE>
(iii) if the Executive dies.
In the event of any termination under this Section 5, the Company shall pay to
the Executive or his estate all accrued salary through the date of such
termination and such other benefits consistent with the terms and provisions of
benefit plans in which the Employee is then participating. In addition, in the
case of termination due to disability or death, the Company shall pay the
Executive or his estate all amounts required under Section 3(e) above.
(iv) if terminated without cause, than Executive shall be paid his
salary for a period of one year following his termination, such payments to be
payable at those times that his salary would have been paid had he not been
terminated.
6. Assignment; Successors.
All of the terms of this Agreement, whether so expressed or not, shall
be binding upon the respective heirs, personal representatives, successors and
assigns of the parties hereto and shall inure to the benefit of and be
enforceable by the parties hereto and their respective heirs, personal
representatives, successors and assigns; provided, however, that this Agreement
shall not be assigned by either party hereto except as set forth herein,
provided, further, that nothing herein shall be construed so as to prevent,
prohibit or limit in any way, the change in control, sale, merger or other
business combination of the Company and any such action or similar action shall
not be deemed an assignment of this Agreement by the Company nor shall it
relieve the Company or its successors or assigns from its obligations to
Executive under this Agreement.
5
<PAGE>
7. Notices.
All notices, requests, demands and other communications hereunder must
be in writing and shall be deemed to have been duly given if personally
delivered, sent by overnight courier such as Federal Express, or if mailed by
First Class, certified mail, return receipt requested, postage and certification
or registry fees prepaid, and addressed as follows:
(a) If to Executive: Douglas E. Greer 10888 Avenida Santa Ana, Boca
Raton, Florida 33498
(b) If to Company: Board of Directors, TECHROLLUP.com, Inc. 10888
Avenida Santa Ana, Boca Raton, Florida 33498
With Copy to: Richard Heller, Esq.
Shustak Jalil & Heller
545 Madison Ave.
New York, N.Y. 10022
Either party by notice in writing mailed to the other may change the
name and address to which notices, requests, demands and other communications
shall be mailed.
8. Miscellaneous.
This Agreement shall be construed and enforced in accordance with, and governed
by, the laws of the State of Florida. The parties hereby irrevocably consent to
the exclusive jurisdiction of the Courts of the State of Florida and of the
Federal Court located in such state in connection with any action or proceeding
arising out of or relating to this Agreement.
This Agreement embodies the entire agreement and understanding between
the Company and the Executive and supersedes all prior agreements and
understandings relating to the subject matter hereof, and this Agreement may not
be modified or amended or any term or provision thereof waived or discharged
except in writing
6
<PAGE>
signed by the party against whom such amendment, modification, waiver or
discharge is sought to be enforced. The headings of this Agreement are for
purposes of reference only and shall not limit or otherwise affect the meaning
thereof. This Agreement may be executed in several counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.
By: /s/ Douglas E. Greer
----------------------------------------
Board Of Directors, TECHROLLUP.com, Inc.
Douglas E. Greer, Director(s)
By: /s/ Douglas E. Greer
----------------------------------------
Douglas E. Greer
Executive
7
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
To the Securities and Exchange Commission
I hereby consent to the use of my report dated March 7, 2000 in the Registration
Statement on Form SB-2 for TECHROLLUP.COM, INC. for the period ended December
31, 1999.
/s/ Harvey Judkowitz
- ---------------------
Harvey Judkowitz
Certified Public Accountant
March 7, 2000
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> NOV-12-1999
<PERIOD-END> DEC-31-1999
<CASH> 6,198
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 6,198
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 6,198
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 500
<OTHER-SE> 11,700
<TOTAL-LIABILITY-AND-EQUITY> 6,198
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 6,002
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (6,002)
<INCOME-TAX> 0
<INCOME-CONTINUING> (6,002)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,002)
<EPS-BASIC> (.012)
<EPS-DILUTED> (.012)
<PAGE>
Memorandum Number: Offeree Name: Carol Ann Crowsley
------------------- ----------------------
Techrollup.com
THE UNDERSIGNED hereby subscribes to purchase Five Thousand (5,000) Common
Shares of Techrollup.com, Inc., a Florida Corporation, (the "Company"). In this
regard, enclosed is $250.00, which is $0.05 per Common Share multiplied by Five
Thousand (5,000), which is the number of Common Shares purchased, as shown
above. The Undersigned understands that his\her securities may be registered in
a subsequent offering and that his\her securities have certain piggyback
registration rights, which may only be exercised at the Company's election.
In connection with its purchase, the undersigned warrants and represents the
following:
1. The Subscriber was offered the Securities by the Company for investment
purposes only, and has specifically relied on the Company in making this
investment. The offer to sell Securities was directly communicated to the
Subscriber by the Company, on and in such a manner that the Subscriber was able
to ask questions and receive satisfactory answers concerning the terms and
conditions of this investment, and at no time was the Subscriber presented with,
or solicited by, any promotional meeting, newspaper, magazine, electronic media,
radio or television advertisement or any other form of general advertising or
solicitation. The Securities were purchased directly from the Company by the
Subscriber strictly on representations from the Company and were not, without
exception, either expressed or implied, purchased from any advisor, agent, or
other representative of the Company.
2. The Subscriber acknowledges that as a founder of the Company and as an
accredited investor the Company does not have to provide information which would
be available in a registration statement filed under the Securities Act of 1933,
as amended. Such information, by way of example, includes, but is not limited
to, the following:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
a) Financial and business condition of the Company; f) Any legal proceedings;
- ------------------------------------------------------------------------------------------------------------------------------------
b) Officers, directors and promoter (if any) of the Company; g) Security ownership of the Securities of the Company;
- ------------------------------------------------------------------------------------------------------------------------------------
c) Use of proceeds from sale of the Securities; h) Description of the Securities;
- ------------------------------------------------------------------------------------------------------------------------------------
d) Business history of the Company; i) Corporate agreements, Bylaws, Articles of Incorporation;
- ------------------------------------------------------------------------------------------------------------------------------------
e) High Risk Factors associated with an Investment in the Securities; j) Market information regarding the Securities
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
3. The Company was formed for the purpose of acquiring or merging with a
business or company operating within the Internet Industry. The Subscriber is
aware that the Company is subject to all the risks of a developmental stage
company. There is presently no market for the Securities offered herein nor can
there be any assurance that any market will be available in the future for such
Securities.
4. Question 4 is intended to determine whether or not you qualify as an
Accredited Investor pursuant to Regulation D promulgated under the Securities
Act of 1933, as amended;
- --------------------------------------------------------------------------------
I am an "accredited Investor" and "not counted purchaser" because I am:
___ a) A natural person whose individual net worth, or joint net worth with
the undersigned's spouse, exceeds $1,000,000, including automobiles,
home and furnishings.
___ b) A natural person who had an individual income in excess of $200,000 in
each of the two most recent years and who reasonably expects an income
in excess of $200,000 in the current year.
___ c) A natural person, who, together with their spouse, have joint income of
$300,000 in each of the two most recent years and can reasonably
expect such minimum level of income in the current year.
- --------------------------------------------------------------------------------
5. The Subscriber understands and acknowledges that the offering price of the
Securities was arbitrarily determined by the Company.
6. The Company has not made any representations regarding possible value
appreciation in the Securities.
7. The Securities are not being issued for services performed by the
Undersigned.
8. The Securities are being acquired by the Subscriber for investment with
Subscriber's own funds or property from Undersigned's own accounts as
"Restricted Securities" as that term is defined in Rule 144 of the Rules and
Regulations adopted by the Securities and Exchange Commission under the
Securities Act of 1933, as amended, and not with a view to the distribution
thereof by public sale or other disposition. The Subscriber does not intend to
subdivide Subscriber's acquisition with anyone.
1 of 2
<PAGE>
9. The Subscriber understands that it must bear the economic risk of the
investment for an indefinite period of time because the Securities have
not been registered under the Securities Act of 1933, as amended, or any
state securities laws, and therefore, cannot be sold unless it is
subsequently registered under the Act and any state securities laws, or
unless exemption from such registrations are available."
10. The Subscriber understands that the Company will restrict the
transfer of the Securities in accordance with the foregoing
representations.
11. The Subscriber agrees that all certificates representing Securities
will contain legend or a substantial equivalent:
"The securities represented by the Certificate have not been
registered under the Securities Act of 1933 (the "Act") and are
"Restricted Securities as that Item is defined in Rule 144 under the
Act. The Securities may not be offered for sale, sold or otherwise
transferred except pursuant to an effective registration statement under
the Act or exemption from registration, the availability of which is to
be established to the satisfaction of the Company."
12. The Subscriber acknowledges and hereby agrees that the Company is
under no obligation to register or qualify the Securities under the
Securities Act of 1933, as amended, and the rules and regulations
adopted thereunder.
13. The Subscriber understands and hereby agrees that the Company will
comply with all valid, applicable Federal and State securities
regulations.
14. The Subscriber represents and warrants that in connection with the
acquisition of the Securities, the Subscriber has had made available or
accessible to (it)(him)(her), by the Company and its officers and
directors, all information which it has deemed material to making an
informed investment decision to acquire the Securities prior to
(its)(his)(her) subscription in the Securities.
15. The Subscriber represents and warrants that it has not acted as a
Purchaser Representative for any person in connection with this purchase
of Securities by the Subscriber.
The Undersigned requests that the Securities be issued in the name of
the Undersigned and delivered to the undersigned at the address below.
I will hold title to my shares as follows: (initial one)
_______ Community Property _______ Joint tenancy (both must sign)
_______ Tenants in common CAC Individual ownership
(each must sign) _______ Trust or Keogh Plan
_______ As custodian under State _______ Partnership
Gifts to Minors Act _______ Corporation
_______ As custodian, trustee or _______ Other: (please describe):
agent for:
INTENDING TO BE LEGALLY BOUND, the parties hereto have set their hands and seals
on the 15th day of March, 2000.
/s/ Carol Ann Crowsley
- -------------------------------------- --------------------------------------
(Signature of Authorized (Signature of Subscriber)
Representative) (Seal)
/s/ Carol Ann Crowsley
- -------------------------------------- --------------------------------------
(Print Name, Title of Authorized (Print Name, Title, if applicable)
Representative)
Please type or print the following information:
1) NAME: /s/ Carol Ann Crowsley 2) NAME:
------------------------------ ------------------------------
Full name(s) of Subscriber(s) as it (they) should appear on certificates
and the schedule of Corporation
2211 Augusta #27 Houston TX 77057
----------------------------------- ------- ----- --------
Street Address City State Zip Code
Telephone 713-780-1407 Fax 713-334-8852
Social Security or Social Security or
Tax I.D. No. ###-##-#### Tax I.D. No.
------------ ------------
Dated: March 15, 2000 Dated: March 15, 2000
/s/ Carol Ann Crowsley
- -------------------------------------- --------------------------------------
Signature Signature
- --------------------------------------------------------------------------------
Title or capacity of signing party if the subscriber is partnership,
corporation, trust or other non-individual entity.
Remittance should be payable to: Techrollup.com, Inc.,
2 of 2
