FAR GROUP INC, SB-2/A, 2000-09-15

FAR GROUP INC
SB-2/A, 2000-09-15
BUSINESS SERVICES, NEC

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As filed with the Securities and Exchange Commission on September 15, 2000

Registration No. 333-38534
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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AMENDMENT No. 1

To
FORM SB-2
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

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FAR Group Inc.
(Exact name of small business issuer in its charter)

----------------

<TABLE>
<S> <C> <C>
Washington 5499 91-2023071
(State or other jurisdiction of (primary standard (I.R.S. Employer
incorporation or organization) industrial code) Identification Number)
</TABLE>

Suite 210, 580 Hornby Street
Vancouver, British Columbia V6C 3B6, CANADA
(604) 662-7000
(Address and telephone number of principal executive offices)

<TABLE>
<S> <C>
Agent for Service: With a Copy to:
Frank A. Roberts, President James L. Vandeberg
FAR Group Inc. Ogden Murphy Wallace, PLLC
Suite 210, 580 Hornby Street 1601 Fifth Avenue, Suite 2100
Vancouver, British Columbia V6C 3B6, CANADA Seattle, Washington 98101
(604) 662-7000 (206) 447-7000
</TABLE>
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [_]

CALCULATION OF REGISTRATION FEE

<TABLE>
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<CAPTION>
Proposed Proposed
Title of each class of Amount maximum maximum Amount of
securities to be to be offering price aggregate registration
registered registered per unit offering price fee
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<S> <C> <C> <C> <C>
Class A Common Stock... 1,000,000 $.01 $10,000.00 $2.64(1)
------------------------------------------------------------------------------
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</TABLE>

(1) Previously paid.

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The registration hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

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<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+We will amend and complete the information in this prospectus. The +
+information in this prospectus is not complete and may be changed. We may not +
+sell these securities until the registration statement filed with the +
+Securities and Exchange Commission is effective. This prospectus is not an +
+offer to sell these securities and it is not soliciting an offer to buy these +
+securities in any state where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

SUBJECT TO COMPLETION--[enter date, 2000]

PROSPECTUS

FAR Group Inc.

Suite 210, 580 Hornby Street
Vancouver, British Columbia V6C 3B6, CANADA
(604) 662-7000

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1,000,000 Shares of Common Stock

Par Value $.0001 Per Share

-----------

This is the initial public offering of common stock of FAR Group Inc., and no
public market currently exists for shares of FAR Group's common stock. The
initial public offering price is $0.01 per share of common stock which was
arbitrarily determined. The offering is on a best efforts--no minimum basis.
There is no minimum purchase requirement and no arrangement to place funds in
an escrow, trust, or similar account. The latest date on which this offering
will close will be 30 days after the date of this prospectus.

-----------

This investment involves a high degree of risk.
See "Risk Factors" beginning on page 2.

-----------

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is
a criminal offense.
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
PART I--PROSPECTUS
Prospectus Summary....................................................... 1

Risk Factors............................................................. 2

Special Note Regarding Forward-Looking Statements........................ 3

Use of Proceeds.......................................................... 4

Determination of Offering Price.......................................... 4

Selling Security Holders................................................. 4

Plan of Distribution..................................................... 4

Legal Proceedings........................................................ 5

Directors, Executive Officers, Promoters and Control Persons............. 5

Security Ownership of Certain Beneficial Owners and Management........... 5

Description of Securities................................................ 6

Interest of Named Experts and Counsel.................................... 6

Disclosure of Commission Position on Indemnification for Securities Act
Liabilities............................................................. 6

Description of Business.................................................. 7

Management's Discussion and Analysis or Plan of Operation................ 15

Description of Property.................................................. 16

Certain Relationships and Related Transactions........................... 16

Market for Common Equity and Related Stockholder Matters................. 17

Executive Compensation................................................... 17

Financial Statements..................................................... F-1

Changes In and Disagreements With Accountants on Accounting and Financial
Disclosure.............................................................. II-1
</TABLE>
<PAGE>

PROSPECTUS SUMMARY

FAR GROUP INC.

FAR Group Inc. is a corporation formed under the laws of the State of
Washington, whose principal executive offices are located in Vancouver, British
Columbia, Canada.

The primary objective of the business is designed to market high-quality,
low-cost vitamins, minerals, nutritional supplements, and other health and
fitness products to medical professionals, alternative health professionals,
martial arts studios and instructors, sports and fitness trainers, other health
and fitness professionals, school and other fund raising programs and other
similar types of customers via the Internet for sale to their clients in
Minnesota.

NAME, ADDRESS, AND TELEPHONE NUMBER OF REGISTRANT

FAR Group Inc.
Suite 210, 580 Hornby Street
Vancouver, British Columbia V6C 3B6, CANADA
(604) 662-7000

THE OFFERING

<TABLE>
<S> <C>
Price per share Offered................................... $0.01
Common Stock Offered by FAR Group......................... 1,000,000 shares
Common Stock Outstanding Prior to Offering................ 1,600,000 shares
Common Stock Outstanding After Offering Assuming 50% of
the Offering is Sold..................................... 2,100,000 shares
Common Stock Outstanding After Offering Assuming 100% of
the Offering is Sold..................................... 2,600,000 shares
</TABLE>

FAR Group expects to use the net proceeds for organizational purposes and to
determine the feasibility of selling Vitamineralherb.com products to specific
markets.

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RISK FACTORS

FAR Group Has Incurred Losses Since Its Inception March 24, 2000 and
Expects Losses to Continue For the Foreseeable Future

FAR Group is in the extreme early stages of development and could fail before
implementing its business plan. It is a "start up" venture that will incur net
losses for the foreseeable future. FAR Group has only recently acquired its
principal asset. FAR Group will incur additional expenses before becoming
profitable, if it ever becomes profitable. It is a relatively young company
that has no history of earnings or profit. There is no assurance that it will
operate profitably in the future or provide a return on investment in the
future.

Changes or Interruptions to FAR Group's Arrangements with Its Supplier May
Have an Adverse Effect on Its Ability to Operate

If FAR Group's licensor defaults under its agreement with its supplier, FAR
Group could lose access to its manufacturing source, and FAR Group's
distribution rights would become meaningless. Similarly, any dispute between
the supplier and licensor could prevent FAR Group from selling or delivering
product to its customers. Any termination or impairment of FAR Group's license
rights and access to products could prevent FAR Group from implementing its
business plan, thereby limiting its profitability and decreasing the value of
its stock.

If the Vitamineralherb.com Business Plan Does Not Prove To Be Feasible, FAR
Group May Be Considered a Blank Check Company Which Would Restrict Resales
of Its Stock

If the Vitamineralherb.com business plan does not prove to be economically
feasible, and FAR Group does not otherwise have a specific business plan or
purpose, FAR Group would be considered a "blank check company", which could
limit an investor's ability to sell its stock, thereby decreasing the value of
the stock. A "blank check company" is subject to Rule 419 of the Securities
Act. Pursuant to Rule 419, all funds raised by and securities issued in
connection with a public offering by a blank check company must be held in
escrow, and any such securities may not be transferred. Many states have also
enacted statutes, rules and regulations limiting the sale of securities of
blank check companies within their respective jurisdictions. As a result,
FAR Group would have great difficulty raising additional capital. In addition,
there would be a limited public market, if any, for resale of the shares of FAR
Group common stock issued in this offering.

FAR Group May Need Additional Financing Which May Not Be Available, or
Which May Dilute the Ownership Interests of Investors

FAR Group's ultimate success will depend on its ability to raise additional
capital. No commitments to provide additional funds have been made by
management or other shareholders. FAR Group has not investigated the
availability, source or terms that might govern the acquisition of additional
financing. When additional capital is needed, there is no assurance that funds
will be available from any source or, if available, that they can be obtained
on terms acceptable to FAR Group. If not available, FAR Group's operations
would be severely limited, and it would be unable to implement its business
plan.

Purchasers Must Rely on Mr. Roberts' Abilities For All Decisions As He Will
Control the Majority of the Stock After the Offering. FAR Group Has No
Employment Agreement With Mr. Roberts and He Spends Only Part-time On Its
Business. His Leaving May Adversely Effect FAR Group's Ability To Operate

Mr. Roberts is serving as FAR Group's sole officer and director. FAR Group
will be heavily dependent upon Mr. Roberts' entrepreneurial skills and
experience to implement its business plan and may, from time to time, find that
his inability to devote full time and attention to its affairs will result in
delay(s) in progress towards the implementation of its business plan or in a
failure to implement its business plan. Moreover, FAR Group does not have an
employment agreement with Mr. Roberts and as a result, there is no assurance

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that he will continue to manage its affairs in the future. Nor has FAR Group
obtained a key man life insurance policy on Mr. Roberts. FAR Group could lose
the services of Mr. Roberts, or Mr. Roberts could decide to join a competitor
or otherwise compete directly or indirectly with BentleyCapitalCorp.com, which
would have a significant adverse effect on its business and could cause the
price of its stock to be worthless. The services of Mr. Roberts would be
difficult to replace.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements under "Prospectus Summary", "Risk Factors",
"Management's Discussion and Analysis of Financial Condition and Results of
Operations", "Description of Business", and elsewhere in this prospectus
constitute forward-looking statements. In some cases, you can identify forward-
looking statements by terminology such as "may", "will", "should", "expects",
"plans", "anticipates", "believes", "estimated", "predicts", "potential", or
"continue" or the negative of such terms or other comparable terminology. These
statements are only predictions and involve known and unknown risks,
uncertainties, and other factors that may cause FAR Group's actual results,
levels of activity, performance, or achievements to be materially different
from any future results, levels of activity, performance, or achievements
expressed or implied by such forward-looking statements. These factors include,
among other things, those listed under "Risk Factors" and elsewhere in this
prospectus. Although FAR Group believes that the expectations reflected in the
forward-looking statements are reasonable, it cannot guarantee future results,
levels of activity, performance, or achievements.

3
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USE OF PROCEEDS

The net proceeds to FAR Group from the sale of the 1,000,000 shares of common
stock offered by FAR Group hereby at an assumed initial public offering price
of $.01 per share are estimated to be $10,000. FAR Group expects to use the net
proceeds as follows:

<TABLE>
<CAPTION>
Assuming Sale of Assuming Sale of
50% of Stock 100% of Stock
Purpose Being Offered Being Offered
------- ---------------- ----------------
<S> <C> <C>
Organizational
Purposes............... $1,000 $1,000
Feasibility of
License/Market
Research............... $4,000 $9,000
</TABLE>

FAR Group continually evaluates other business opportunities that may be
available to it, whether in the form of assets acquisitions or business
combinations. FAR Group may use a portion of the proceeds for these purposes.
FAR Group is not currently a party to any contracts, letters of intent,
commitments or agreements and is not currently engaged in active negotiations
with respect to any acquisitions.

FAR Group has not yet determined the amount of net proceeds to be used
specifically for any of the foregoing purposes. Accordingly, FAR Group's
management will have significant flexibility in applying the net proceeds of
the offering.

DETERMINATION OF OFFERING PRICE

FAR Group arbitrarily determined the price of the Units in this Offering. The
offering price is not an indication of and is not based upon the actual value
of FAR Group. It bears no relationship to the book value, assets or earnings of
FAR Group or any other recognized criteria of value. The offering price should
not be regarded as an indicator of the future market price of the securities.

SELLING SECURITY HOLDERS

There are no selling security holders.

PLAN OF DISTRIBUTION

FAR Group will sell a maximum of 1,000,000 shares of its common stock to the
public on a "best efforts" basis. There can be no assurance that any of these
shares will be sold. This is not an underwritten offering. FAR Group has not
committed to keep the registration statement effective for any set period of
time. The gross proceeds to FAR Group will be $10,000 if all the shares offered
are sold. FAR Group will offer and sell its common stock through its sole
officer and director, Frank Roberts, pursuant to and in compliance with Rule
3a4-1 of the Exchange Act. There are currently no plans at present to conduct
any general solicitation in conjunction with this offering (other than the
filing of this registration statement). However, if Mr. Roberts is unable to
sell all of the shares in this offering to purchasers with whom he has a pre-
existing relationship in jurisdictions where those sales may be permitted, he
may engage in a general solicitation under Rule 135 of the Securities Act of
1933. All sales will be made in compliance with the securities laws of local
jurisdictions. Mr. Roberts intends to offer FAR Group's stock to potential
buyers who qualify under the relevant exemptions provided by British Columbia
law, primarily the "sophisticated purchaser" exemptions under Revised Statutes
of British Columbia Section 128. No commissions or other fees will be paid,
directly or indirectly, by FAR Group, or any of its principals, to any person
or firm in connection with solicitation of sales of the shares. No public
market currently exists for shares of FAR Group's common stock. FAR Group
intends to apply to have its shares traded on the OTC bulletin board under the
symbol "FARG".

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LEGAL PROCEEDINGS

FAR Group is not a party to any pending legal proceeding or litigation and
none of its property is the subject of a pending legal proceeding. Further, the
officer and director knows of no legal proceedings against FAR Group or its
property contemplated by any governmental authority.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The following table sets forth the name, age and position of each director
and executive officer of FAR Group:

<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Frank A. Roberts............... 67 President, Secretary, Treasurer, Director
</TABLE>

In April, 2000, Mr. Roberts was elected as the sole officer and director of
FAR Group, of which he is the sole stockholder. He will serve until the first
annual meeting of FAR Group's shareholders and his successors are elected and
qualified. Thereafter, directors will be elected for one-year terms at the
annual shareholders' meeting. Officers will hold their positions at the
pleasure of the board of directors, absent any employment agreement.

Since 1984, Mr. Roberts has been the president, sole shareholder and director
of RSM Investor Network Inc., a consulting company providing services to
existing and emerging private and public companies, assisting such companies
with raising equity capital and providing management and communication
services. Prior to that, Mr. Roberts founded Steeplejack Services Ltd. in
Calgary, which he owned with four other partners, from its inception in 1969
until he sold his interest in 1985. Steeplejack specialized in manufacturing,
leasing and sale of scaffolding and many construction related products.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of May 1, 2000, FAR Group's outstanding
common stock owned of record or beneficially by each Executive Officer and
Director and by each person who owned of record, or was known by FAR Group to
own beneficially, more than 5% of its common stock, and the shareholdings of
all Executive Officers and Directors as a group. Each person has sole voting
and investment power with respect to the shares shown.

<TABLE>
<CAPTION>
Shares Percentage of
Name Owned Shares Owned
---- --------- -------------
<S> <C> <C>
Frank A. Roberts,.................................... 1,600,000 100%
President, Secretary, Treasurer, and Director
Suite 210, 580 Hornby Street
Vancouver, BC V6C 3B6 Canada
All executive officers & directors as a group
(1 Individual)...................................... 1,600,000 100%
</TABLE>

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DESCRIPTION OF SECURITIES

The following description of FAR Group's capital stock is a summary of the
material terms of its capital stock. This summary is subject to and qualified
in its entirety by FAR Group's articles of incorporation and bylaws and by the
applicable provisions of Washington law.

The authorized capital stock of FAR Group consists of 120,000,000 shares:
100,000,000 shares of Common Stock having a par value of $0.0001 per share and
20,000,000 shares of Preferred Stock having a par value of $0.0001 per share.
The articles of incorporation do not permit cumulative voting for the election
of directors, and shareholders do not have any preemptive rights to purchase
shares in any future issuance of FAR Group's common stock.

The holders of shares of common stock of FAR Group do not have cumulative
voting rights in connection with the election of the Board of Directors, which
means that the holders of more than 50% of such outstanding shares, voting for
the election of directors, can elect all of the directors to be elected, if
they so choose, and, in such event, the holders of the remaining shares will
not be able to elect any of FAR Group's directors.

The holders of shares of common stock are entitled to dividends, out of funds
legally available therefor, when and as declared by the Board of Directors. The
Board of Directors has never declared a dividend and does not anticipate
declaring a dividend in the future. Each outstanding share of common stock
entitles the holder thereof to one vote per share on all matters. The holders
of the shares of common stock have no preemptive or subscription rights. In the
event of liquidation, dissolution or winding up of the affairs of FAR Group,
holders are entitled to receive, ratably, the net assets of FAR Group available
to shareholders after payment of all creditors.

All of the issued and outstanding shares of common stock are duly authorized,
validly issued, fully paid, and non-assessable. To the extent that additional
shares of FAR Group's common stock are issued, the relative interests of
existing shareholders may be diluted.

INTEREST OF NAMED EXPERTS AND COUNSEL

Neither Elliott Tulk Pryce Anderson nor Ogden Murphy Wallace, PLLC was
employed on a contingent basis in connection with the registration or offering
of FAR Group's common stock.

DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

FAR Group's articles of incorporation provide that it will indemnify its
officers and directors to the full extent permitted by Washington state law.
FAR Group's bylaws provide that it will indemnify and hold harmless each person
who was, is or is threatened to be made a party to or is otherwise involved in
any threatened proceedings by reason of the fact that he or she is or was a
director or officer of FAR Group or is or was serving at the request of FAR
Group as a director, officer, partner, trustee, employee, or agent of another
entity, against all losses, claims, damages, liabilities and expenses actually
and reasonably incurred or suffered in connection with such proceeding.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of FAR
Group pursuant to the forgoing provisions or otherwise, FAR Group has been
advised that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in that Act and is,
therefore, unenforceable.

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DESCRIPTION OF BUSINESS

General

FAR Group was incorporated under the laws of the State of Washington on March
24, 2000, and is in its early developmental and promotional stages. To date,
FAR Group's only activities have been organizational, directed at acquiring its
principal asset, raising its initial capital and developing its business plan.
FAR Group has not commenced commercial operations. FAR Group has no full time
employees and owns no real estate.

Acquisition of The License

On April 13, 2000, FAR Group's sole shareholder, Frank A. Roberts,
transferred to FAR Group his rights under that certain License Agreement with
Vitamineralherb.com. The License Agreement grants an exclusive right to
distribute Vitamineralherb.com products to health and fitness professionals in
Minnesota via the Internet. The license was acquired from Vitamineralherb.com
for a promissory note for $35,000 payable from FAR Group to Vitamineralherb.com
upon the successful completion of the initial public offering pursuant to this
registration statement and sale of all shares registered in the offering. Mr.
Roberts intends to loan to FAR Group the $35,000 for payment of the license
fee, which will be evidenced by a promissory note payable to Mr. Roberts by FAR
Group. Pursuant to the license, Far Group is required to use its best efforts
to cause this registration statement to become effective as soon as possible
after filing.

The License

FAR Group has a three year license to market and sell vitamins, minerals,
nutritional supplements, and other health and fitness products to medical
professionals, alternative health professionals, martial arts studios and
instructors, sports and fitness trainers, other health and fitness
professionals, school and other fund raising programs and other similar types
of customers via the Internet for sale to their clients. The license will be
automatically renewed unless FAR Group or Vitamineralherb.com gives the other
notice of its intent not to renew.

Vitamineralherb.com has agreed to provide certain business administrative
services to FAR Group, including product development, store inventory, website
creation and maintenance, establishment of banking liaisons, and development
and maintenance of an order fulfillment system, thereby enabling FAR Group to
focus strictly on marketing and sales. Some services, such as development of
the website and the order fulfillment system, will be provided by
Vitamineralherb.com, while others, such as product development and store
inventory, will be provided by the product supplier. Vitamineralherb.com sets
the price for products based on the manufacturer's price, plus a mark up which
Vitamineralherb.com and FAR Group share equally.

FAR Group and its customers will also be able to request quotes for and order
custom-formulated and custom-labeled products via the website. Three different
labeling options are available to customers: First, products may be ordered
with the manufacturer's standard label with no customization. Second, the
fitness or health professional may customize the labels by adding its name,
address, and phone number to the standard label. In most cases, these labels
would be a standardized label with product information and a place on the label
for the wording "Distributed by." This gives these health and fitness
professionals a competitive edge. Third, labels may be completely customized
for the health or fitness professional.

When a fitness or health professional becomes a client, FAR Group's
salesperson will show the client how to access the Vitamineralherb website. The
client is assigned an identification number that identifies it by territory,
salesperson, and business name, address, and other pertinent information. The
health or fitness professional may then order the products it desires directly
through the Vitamineralherb.com website. It is anticipated that the customer
will pay for the purchase with a credit card, electronic check ("e-check"), or
debit card. All products will be shipped by the manufacturer directly to the
professional or its clients.

The website will be maintained by Vitamineralherb.com, and each licensee will
pay an annual website maintenance fee of $500. All financial transactions will
be handled by Vitamineralherb.com's Internet clearing

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bank. The Vitamineralherb webmaster will download e-mail orders several times a
day, check with clearing bank for payment and then submit the product order and
electronic payment to the supplier. Vitamineralherb.com will then forward the
money due FAR Group via electronic funds transfer. Vitamineralherb's software
will track all sales through the customer's identification number, and at month
end, e-mail to FAR Group and customer a detailed report including sales
commissions. Vitamineralherb has indicated that it will use e-commerce
advertising such as banner ads on major servers and websites, as well as trying
to insure that all major search engines pick Vitamineralherb.com first. Sales
originating from the website to customers located in British Columbia will
automatically be assigned to FAR Group.

Vitamineralherb.com's website is currently operational, but is not yet
complete. Vitamineralherb.com is finalizing the product list and the automated
ordering function (manual ordering via email is currently available).
Vitamineralherb.com has established a banking liaison, and is in the process of
setting up the internet processing facility through that bank. These items
should be complete by August 1, 2000.

Background on the Manufacturer and Distributor

Vitamineralherb.com entered into a Manufacturing Agreement, dated June 9,
2000, with Ives Formulation Co., of San Diego, California. Ives Formulation is
a wholly-owned subsidiary of Ives Health Company, Inc., a public company traded
on the Bulletin Board under the symbol "IVEH". Ives Formulation has been a
contract manufacturer of vitamin, mineral, nutritional supplement, and
alternative health products for various marketing organizations. In addition to
a line of standard products, Ives Formulation is able to manufacture custom
blended products for customers, and to supply privately labeled products for
FAR Group's customers at a minimal added cost. Vitamineralherb.com has just
begun developing its vitamin marketing and distributorship business.

Implementation of Business Plan: Milestones

FAR Group's business plan is to determine the feasibility of selling
Vitamineralherb.com products to targeted markets. Should FAR Group determine
that its business plan is feasible, it intends to employ salespeople to call on
medical professionals, alternative health professionals, martial arts studios
and instructors, sports and fitness trainers, other health and fitness
professionals, school and other fund raising programs and other similar types
of customers to interest these professionals in selling to their clients high-
quality, low-cost vitamins, minerals, nutritional supplements, and other health
and fitness products. These professionals would sell the products to their
clients via the Internet. FAR Group will achieve implementation of its business
plan by meeting the following milestones:

. Milestone 1: Market Survey. In order to determine the feasibility of its
business plan, FAR Group must conduct research into the various
potential target markets. The market analysis research will likely
consist of a telephone survey to 100-200 potential clients, focusing on
three or four of the core target markets, such as chiropractors, health
clubs, and alternative medicine practitioners. The survey would likely
contain questions which would determine the marketing approach and
acceptability of specific products. The survey would take approximately
four to six weeks. The cost of the survey is estimated to range from
$10,000-$13,500, which would be paid for in part out of the proceeds of
this offering.

. Milestone 2: Hire Salespeople. Should FAR Group determine that the
exploitation of the license is feasible, it will then have to engage
salespeople to market the products. FAR Group expects that it may hire
two salespeople during its first year of operation. The hiring process
would include running advertisements in the local newspaper and
conducting interviews. It is anticipated that hiring the salespeople may
take four to eight weeks. The cost of hiring the salespeople, not
including compensation, is estimated at $20,000.

. Milestone 3: Establish an Office. FAR Group would then have to establish
an office or offices for the sales force in the appropriate market or
markets. This would include an office, equipment such as

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computers and telephones, and sample inventory for the salespeople. It
is anticipated that it may take eight to twelve weeks to locate
acceptable office space and select and purchase equipment. The expense
of office rental, equipment and inventory samples is estimated to be
$45,000 per year.

. Milestone 4: Development of Advertising Campaign. The next step would be
to develop an advertising campaign, including establishing a list of
prospects based on potential clients identified in the market survey,
and designing and printing sales materials. It is anticipated that it
would take approximately six to ten weeks to develop the advertising
campaign, although, depending on the availability of resources, FAR
Group will attempt to develop its advertising campaign concurrently with
establishing an office. The cost of developing the campaign is estimated
at approximately $12,000 per year.

. Milestone 5: Implementation of Advertising Campaign/Sales
Calls. Implementation of the advertising campaign would begin with
mailing the sales materials to the identified list of prospects.
Approximately two to four weeks thereafter, the salespeople would begin
telephone follow ups and scheduling of sales calls. Although it will be
necessary to make sales calls throughout the life of the company, it is
estimated that the first round of sales calls will take approximately
eight to twelve weeks to complete. The cost of salary and expenses for
two salespeople is estimated at $248,000 per year.

. Milestone 6: Achieve Revenues. It is difficult to quantify how long it
will take to convert a sales call into actual sales and revenues. FAR
Group will not begin receiving orders until its sales force is able to
convince potential clients to begin offering such products to their
customers, or to convert from an existing supplier. FAR Group hopes that
clients would begin placing orders within weeks of a sales call, but it
may take several months before people begin to purchase products.
Moreover, customers may not be willing to pay for products at the time
they order, and may insist on buying on account, which would delay
receipt of revenues another month or two. Assuming FAR Group has
received all necessary approvals to begin raising funds by October 1,
2000, and assuming an offering period of approximately one month, in a
best case scenario FAR Group may receive its first revenues as early as
April 1, 2001. However, a more realistic estimate of first revenues
would be November 1, 2001 or later.

As discussed more fully in the Management's Discussion and Analysis--
Liquidity and Capital Resources section, the expenses of implementing FAR
Group's business plan will likely exceed the funds raised by this offering,
and FAR Group will have to obtain additional financing through an offering or
through capital contributions by current shareholders. No commitments to
provide additional funds have been made by management or shareholders.
Accordingly, there can be no assurance that any additional funds will be
available on terms acceptable to FAR Group or at all.

Industry Background

Growth of the Internet and electronic commerce. The Internet has become an
increasingly significant medium for communication, information and commerce.
According to NUA Internet Surveys, as of February 2000, there were
approximately 275.5 million Internet users worldwide. At the IDC Internet
Executive Forum held on September 28-29, 1999, IDC stated that in 1999 US $109
billion in purchases were impacted by the Internet. IDC's vice president, Sean
Kaldor, indicated that figure is expected to increase more than ten-fold over
the next five years to US $1.3 trillion in 2003, with $842 million completed
directly over the Web. FAR Group believes that this dramatic growth presents
significant opportunities for online retailers.

The vitamin, supplement, mineral and alternative health product market. In
recent years, a growing awareness of vitamins, herbs, and other dietary
supplements by the general public has created a whole new segment in the field
of medicine and health care products. According to Jupiter Communications,
online sales of such products are expected to be US $434 million in the year
2003, up from $1 million in 1998. FAR Group

9
<PAGE>

believes that several factors are driving this growth, including a rapidly
growing segment of the population that is concerned with aging and disease, a
growing interest in preventative health care, favorable consumer attitudes
toward alternative health products and a favorable regulatory statute, the
Dietary Supplement Health and Education Act of 1994.

Competition

The electronic commerce industry is new, rapidly evolving and intensely
competitive, and FAR Group expects competition to intensify in the future.
Barriers to entry are minimal and current and new competitors can launch sites
at a relatively low cost. In addition, the vitamin, supplement, mineral and
alternative health product market is very competitive and highly fragmented,
with no clear dominant leader and increasing public and commercial attention.

FAR Group's competitors can be divided into several groups including:

. traditional vitamins, supplements, minerals and alternative health
products retailers;

. the online retail initiatives of several traditional vitamins,
supplements, minerals and alternative health products retailers;

. online retailers of pharmaceutical and other health-related products
that also carry vitamins, supplements, minerals and alternative health
products;

. independent online retailers specializing in vitamins, supplements,
minerals and alternative health products;

. mail-order and catalog retailers of vitamins, supplements, minerals and
alternative health products, some of which have already developed online
retail outlets; and

. direct sales organizations, retail drugstore chains, health food store
merchants, mass market retail chains and various manufacturers of
alternative health products.

Many of FAR Group's potential competitors have longer operating histories,
larger customer or user bases, greater brand recognition and significantly
greater financial, marketing and other resources than FAR Group has. In
addition, an online retailer may be acquired by, receive investments from, or
enter into other commercial relationships with, larger, well-established and
well-financed companies as use of the Internet and other electronic services
increases. Competitors have and may continue to adopt aggressive pricing or
inventory availability policies and devote substantially more resources to
website and systems development than FAR Group does. Increased competition may
result in reduced operating margins and loss of market share.

FAR Group believes that the principal competitive factors in its market are:

. ability to attract and retain customers;

. breadth of product selection;

. product pricing;

. ability to customize products and labeling;

. quality and responsiveness of customer service.

FAR Group believes that it can compete favorably on these factors. However,
FAR Group will have no control over how successful its competitors are in
addressing these factors. In addition, with little difficulty, FAR Group's
online competitors can duplicate many of the products or services offered on
the Vitamineralherb.com site.

10
<PAGE>

FAR Group believes that traditional retailers of vitamins, supplements,
minerals and other alternative health products face several challenges in
succeeding:

. Lack of convenience and personalized service. Traditional retailers have
limited store hours and locations. Traditional retailers are also unable
to provide consumers with product advice tailored to their particular
situation.

. Limited product assortment. The capital and real estate intensive nature
of store-based retailers limit the product selection that can be
economically offered in each store location.

. Lack of Customer Loyalty. Although the larger traditional retailers
often attract customers, many of these customers are only one-time
users. People are often attractive to the name brands, but find the
products too expensive. It is understood that these are quality products
and have value, but the multilevel structure of marketing often employed
by large retailers mandate high prices.

As a result of the foregoing limitations, FAR Group believes there is
significant unmet demand for an alternative shopping channel that can provide
consumers of vitamins, supplements, minerals and other alternative health
products with a broad array of products and a convenient and private shopping
experience.

FAR Group hopes to attract and retain consumers through the following key
attributes of its business:

. Broad Expandable Product Assortment. FAR Group's product selection is
substantially larger than that offered by store-based retailers.

. Low Product Prices. Product prices can be kept low due to volume
purchases through FAR Group's affiliation with Vitamineralherb.com and
other licensees. Product prices will also be lower due to FAR Group's
lack of need of inventory and warehouse space. All products are shipped
from International Formulation and Manufacturing's inventory.

. Accessibility to Customized Products. At minimal cost, health and
fitness practitioners may offer their customers customized products.

. Access to Personalized Programs. Health or fitness professional can
tailor vitamin and dietary supplement regimes to their clients.

Regulatory Environment

The manufacturing, processing, formulating, packaging, labeling and
advertising of the products FAR Group sells may be subject to regulation by
one or more U.S. federal agencies, including the Food and Drug Administration,
the Federal Trade Commission, the United States Department of Agriculture and
the Environmental Protection Agency. These activities also may be regulated by
various agencies of the states, localities and foreign countries in which
consumers reside.

The Food and Drug Administration, in particular, regulates the formulation,
manufacture, labeling and distribution of foods, including dietary
supplements, cosmetics and over-the- counter or homeopathic drugs. Under the
Federal Food, Drug, and Cosmetic Act, the Food and Drug Administration may
undertake enforcement actions against companies marketing unapproved drugs, or
"adulterated" or "misbranded" products. The remedies available to the Food and
Drug Administration include: criminal prosecution; an injunction to stop the
sale of a company's products; seizure of products; adverse publicity; and
"voluntary" recalls and labeling changes.

Food and Drug Administration regulations require that certain informational
labeling be presented in a prescribed manner on all foods, drugs, dietary
supplements and cosmetics. Specifically, the Food, Drug, and Cosmetic Act
requires that food, including dietary supplements, drugs and cosmetics, not be
"misbranded." A product may be deemed an unapproved drug and "misbranded" if
it bears improper claims or improper labeling. The Food and Drug
Administration has indicated that promotional statements made about dietary
supplements on a company's website may constitute "labeling" for purposes of
compliance with the provisions

11
<PAGE>

of the Food, Drug, and Cosmetic Act. A manufacturer or distributor of dietary
supplements must notify the Food and Drug Administration when it markets a
product with labeling claims that the product has an effect on the structure or
function of the body. Noncompliance with the Food, Drug, and Cosmetic Act, and
recently enacted amendments to that Act discussed below, could result in
enforcement action by the Food and Drug Administration.

The Food, Drug, and Cosmetic Act has been amended several times with respect
to dietary supplements, most recently by the Nutrition Labeling and Education
Act of 1990 and the Dietary Supplement Health and Education Act of 1994. The
Dietary Supplement Health and Education Act created a new statutory framework
governing the definition, regulation and labeling of dietary supplements. With
respect to definition, the Dietary Supplement Health and Education Act created
a new class of dietary supplements, consisting of vitamins, minerals, herbs,
amino acids and other dietary substances for human use to supplement the diet,
as well as concentrates, metabolites, extracts or combinations of such dietary
ingredients. Generally, under the Dietary Supplement Health and Education Act,
dietary ingredients that were on the market before October 15, 1994 may be sold
without Food and Drug Administration pre-approval and without notifying the
Food and Drug Administration. In contrast, a new dietary ingredient, i.e., one
not on the market before October 15, 1994, requires proof that it has been used
as an article of food without being chemically altered or evidence of a history
of use or other evidence of safety establishing that it is reasonably expected
to be safe. Retailers, in addition to dietary supplement manufacturers, are
responsible for ensuring that the products they market for sale comply with
these regulations. Noncompliance could result in enforcement action by the Food
and Drug Administration, an injunction prohibiting the sale of products deemed
to be noncompliant, the seizure of such products and criminal prosecution.

The Food and Drug Administration has indicated that claims or statements made
on a company's website about dietary supplements may constitute "labeling" and
thus be subject to regulation by the Food and Drug Administration. With respect
to labeling, the Dietary Supplement Health and Education Act amends, for
dietary supplements, the Nutrition Labeling and Education Act by providing that
"statements of nutritional support," also referred to as "structure/function
claims," may be used in dietary supplement labeling without Food and Drug
Administration pre-approval, provided certain requirements are met. These
statements may describe how particular dietary ingredients affect the structure
or function of the body, or the mechanism of action by which a dietary
ingredient may affect body structure or function, but may not state a drug
claim, i.e., a claim that a dietary supplement will diagnose, mitigate, treat,
cure or prevent a disease. A company making a "statement of nutritional
support" must possess substantiating evidence for the statement, disclose on
the label that the Food and Drug Administration has not reviewed the statement
and that the product is not intended for use for a disease and notify the Food
and Drug Administration of the statement within 30 days after its initial use.
It is possible that the statements presented in connection with product
descriptions on FAR Group's site may be determined by the Food and Drug
Administration to be drug claims rather than acceptable statements of
nutritional support. In addition, some of FAR Group's suppliers may incorporate
objectionable statements directly in their product names or on their products'
labels, or otherwise fail to comply with applicable manufacturing, labeling and
registration requirements for over-the-counter or homeopathic drugs or dietary
supplements. As a result, Vitamineralherb.com may have to remove objectionable
statements or products from its site or modify these statements, or product
names or labels, in order to comply with Food and Drug Administration
regulations. Such changes could interfere with FAR Group's marketing of
products and could cause us to incur significant additional expenses.

In addition, the Dietary Supplement Health and Education Act allows the
dissemination of "third party literature" in connection with the sale of
dietary supplements to consumers at retail if the publication meets statutory
requirements. Under the Dietary Supplement Health and Education Act, "third
party literature" may be distributed if, among other things, it is not false or
misleading, no particular manufacturer or brand of dietary supplement is
promoted, a balanced view of available scientific information on the subject
matter is presented and there is physical separation from dietary supplements
in stores. The extent to which this provision may be used by online retailers
is not yet clear, and FAR Group cannot assure you that all pieces of "third
party literature" that may be disseminated in connection with the products FAR
Group offers for sale

12
<PAGE>

will be determined to be lawful by the Food and Drug Administration. Any such
failure could render the involved product an unapproved drug or a "misbranded"
product, potentially subjecting us to enforcement action by the Food and Drug
Administration, and could require the removal of the noncompliant literature
from Vitamineralherb.com's website or the modification of FAR Group's selling
methods, interfering with FAR Group's continued marketing of that product and
causing us to incur significant additional expenses. Given the fact that the
Dietary Supplement Health and Education Act was enacted only five years ago,
the Food and Drug Administration's regulatory policy and enforcement positions
on certain aspects of the new law are still evolving. Moreover, ongoing and
future litigation between dietary supplement companies and the Food and Drug
Administration will likely further refine the legal interpretations of the
Dietary Supplement Health and Education Act. As a result, the regulatory status
of certain types of dietary supplement products, as well as the nature and
extent of permissible claims will remain unclear for the foreseeable future.
Two areas in particular that pose potential regulatory risk are the limits on
claims implying some benefit or relationship with a disease or related
condition and the application of the physical separation requirement for "third
party literature" as applied to Internet sales.

In addition to the regulatory scheme under the Food, Drug and Cosmetic Act,
the advertising and promotion of dietary supplements, foods, over-the-counter
drugs and cosmetics is subject to scrutiny by the Federal Trade Commission. The
Federal Trade Commission Act prohibits "unfair or deceptive" advertising or
marketing practices, and the Federal Trade Commission has pursued numerous food
and dietary supplement manufacturers and retailers for deceptive advertising or
failure to substantiate promotional claims, including, in many instances,
claims made via the Internet. The Federal Trade Commission has the power to
seek administrative or judicial relief prohibiting a wide variety of claims, to
enjoin future advertising, to seek redress or restitution payments and to seek
a consent order and seek monetary penalties for the violation of a consent
order. In general, existing laws and regulations apply fully to transactions
and other activity on the Internet. The Federal Trade Commission is in the
process of reviewing its policies regarding the applicability of its rules and
its consumer protection guides to the Internet and other electronic media. The
Federal Trade Commission has already undertaken a new monitoring and
enforcement initiative, "Operation Cure-All," targeting allegedly bogus health
claims for products and treatments offered for sale on the Internet. Many
states impose their own labeling or safety requirements that differ from or add
to existing federal requirements.

FAR Group cannot predict the nature of any future U.S. laws, regulations,
interpretations or applications, nor can it determine what effect additional
governmental regulations or administrative orders, when and if promulgated,
would have on its business in the future. Although the regulation of dietary
supplements is less restrictive than that of drugs and food additives, FAR
Group cannot assure you that the current statutory scheme and regulations
applicable to dietary supplements will remain less restrictive. Further, FAR
Group cannot assure you that, under existing laws and regulations, or if more
stringent statutes are enacted, regulations are promulgated or enforcement
policies are adopted, it is or will be in compliance with these existing or new
statutes, regulations or enforcement policies without incurring material
expenses or adjusting its business strategy. Any laws, regulations, enforcement
policies, interpretations or applications applicable to FAR Group's business
could require the reformulation of certain products to meet new standards, the
recall or discontinuance of certain products not capable of reformulation,
additional record keeping, expanded documentation of the properties of certain
products, expanded or different labeling or scientific substantiation.

Regulation of the Internet. In general, existing laws and regulations apply
to transactions and other activity on the Internet; however, the precise
applicability of these laws and regulations to the Internet is sometimes
uncertain. The vast majority of such laws were adopted prior to the advent of
the Internet and, as a result, do not contemplate or address the unique issues
of the Internet or electronic commerce. Nevertheless, numerous federal and
state government agencies have already demonstrated significant activity in
promoting consumer protection and enforcing other regulatory and disclosure
statutes on the Internet. Additionally, due to the increasing use of the
Internet as a medium for commerce and communication, it is possible that new
laws and regulations may be enacted with respect to the Internet and electronic
commerce covering issues such as user privacy, freedom of expression,
advertising, pricing, content and quality of products and services, taxation,

13
<PAGE>

intellectual property rights and information security. The adoption of such
laws or regulations and the applicability of existing laws and regulations to
the Internet may impair the growth of Internet use and result in a decline in
FAR Group's sales.

A number of legislative proposals have been made at the federal, state and
local level, and by foreign governments, that would impose additional taxes on
the sale of goods and services over the Internet, and certain states have taken
measures to tax Internet-related activities. Although Congress recently placed
a three-year moratorium on new state and local taxes on Internet access or on
discriminatory taxes on electronic commerce, existing state or local laws were
expressly excepted from this moratorium. Further, once this moratorium is
lifted, some type of federal and/or state taxes may be imposed upon Internet
commerce. Such legislation or other attempts at regulating commerce over the
Internet may substantially impair the growth of commerce on the Internet and,
as a result, adversely affect FAR Group's opportunity to derive financial
benefit from such activities.

Employees

FAR Group is a development stage company and currently has no employees. FAR
Group is currently managed by Frank A. Roberts, its sole officer and director.
FAR Group looks to Mr. Roberts for his entrepreneurial skills and talents.
Management plans to use consultants, attorneys and accountants as necessary and
does not plan to engage any full-time employees in the near future. FAR Group
may hire marketing employees based on the projected size of the market and the
compensation necessary to retain qualified sales employees. A portion of any
employee compensation likely would include the right to acquire stock in
FAR Group, which would dilute the ownership interest of holders of existing
shares of its common stock.

Available Information and Reports to Securities Holders

FAR Group has filed with the Securities and Exchange Commission a
registration statement on Form SB-2 with respect to the common stock offered by
this prospectus. This prospectus, which constitutes a part of the registration
statement, does not contain all of the information set forth in the
registration statement or the exhibits and schedules which are part of the
registration statement. For further information with respect to FAR Group and
its common stock, see the registration statement and the exhibits and schedules
thereto. Any document FAR Group files may be read and copied at the
Commission's Public Reference Room located at 450 Fifth Street N.W., Washington
D.C. 20549, and the public reference rooms in New York, New York, and Chicago,
Illinois. Please call the Commission at 1-800-SEC-0330 for further information
about the public reference rooms. FAR Group's filings with the Commission are
also available to the public from the Commission's website at
http://www.sec.gov.

Upon completion of this offering, FAR Group will become subject to the
information and periodic reporting requirements of the Securities Exchange Act
and, accordingly, will file periodic reports, proxy statements and other
information with the Commission. Such periodic reports, proxy statements and
other information will be available for inspection and copying at the
Commission's public reference rooms, and the website of the Commission referred
to above.

14
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion and analysis of FAR Group's financial condition and
results of operations should be read in conjunction with the Financial
Statements and accompanying notes and the other financial information appearing
elsewhere in this Prospectus.

This prospectus contains forward-looking statements, the accuracy of which
involve risks and uncertainties. Words such as "anticipates," "believes,"
"plans," "expects," "future," "intends" and similar expressions are used to
identify forward-looking statements. This prospectus also contains forward-
looking statements attributed to certain third parties relating to their
estimates regarding the potential markets for Vitamineralherb products.
Prospective investors should not place undue reliance on these forward-looking
statements, which apply only as of the date of this prospectus. FAR Group's
actual results could differ materially from those anticipated in these forward-
looking statements for many reasons, including the risks faced by FAR Group
described in "Risk Factors" and elsewhere in this prospectus. The following
discussion and analysis should be read in conjunction with FAR Group's
Financial Statements and Notes thereto and other financial information included
elsewhere in this prospectus.

Results of Operations

During the period from March 24, 2000 through April 30, 2000, and the three
months ended July 31, 2000 FAR Group has engaged in no significant operations
other than organizational activities, acquisition of the rights to market
Vitamineralherb and preparation for registration of its securities under the
Securities Act of 1933, as amended. No revenues were received by FAR Group
during this period.

For the current fiscal year, FAR Group anticipates incurring a loss as a
result of organizational expenses, expenses associated with registration under
the Securities Act of 1933, and expenses associated with setting up a company
structure to begin implementing its business plan. FAR Group anticipates that
until these procedures are completed, it will not generate revenues, and may
continue to operate at a loss thereafter, depending upon the performance of the
business.

FAR Group's business plan is to determine the feasibility of marketing the
Vitamineralherb products in various markets, and, if the products prove to be
in demand, begin marketing and selling Vitamineralherb products.

Liquidity and Capital Resources

FAR Group remains in the development stage and, since inception, has
experienced no significant change in liquidity or capital resources or
shareholders' equity. Consequently, FAR Group's balance sheet as of April 30,
2000, and July 31, 2000 reflects total assets of nil.

In order to determine the feasibility of its business plan, FAR Group plans,
during the next six to twelve months, to conduct research into these various
potential target markets. Should FAR Group determine that the exploitation of
the license is feasible, it will engage salespeople to market the products.
Based primarily on discussions with the licensor, FAR Group believes that
during its first operational quarter, it will need a capital infusion of
approximately $85,000 to achieve a sustainable sales level where ongoing
operations can be funded

15
<PAGE>

out of revenues. This capital infusion is intended to cover costs of
advertising, hiring and paying two salespeople, and administrative expenses. In
addition, FAR Group will need approximately $260,000 in the event it determines
that its market will not pay in advance and it will have to extend credit.
These expenses will exceed the funds raised by this offering, and FAR Group
will have to obtain additional financing through an offering or capital
contributions by current shareholders.

FAR Group is conducting this offering, in part, because it believes that an
early registration of its equity securities will minimize some of the
impediments to capital formation that otherwise exist. By having a registration
statement in place, FAR Group believes it will be in a better position, either
to conduct a future public offering of its securities or to undertake a private
placement with registration rights, than if it were a completely private
company. Registering its shares will help minimize the liquidity discounts FAR
Group may otherwise have to take in a future private placement of its equity
securities, because investors will have a high degree of confidence that the
Rule 144(c)(1) public information requirement will be satisfied, and a public
market will exist to effect Rule 144(g) broker transactions. FAR Group believes
that the cost of registering its securities, and undertaking the affirmative
disclosure obligations that such a registration entails, will be more than
offset by avoiding deep liquidity discounts in future sales of securities. No
specific private investors have been identified, but FAR Group's management has
general knowledge of an investor class interested in investing in companies
that can demonstrate a clear path to an early liquidity event.

In addition, FAR Group may engage in a combination with another business. FAR
Group cannot predict the extent to which its liquidity and capital resources
will be diminished prior to the consummation of a business combination or
whether its capital will be further depleted by the operating losses (if any)
of the business entity with which FAR Group may eventually combine. FAR Group
has engaged in discussions concerning potential business combinations, but has
not entered into any agreement for such a combination.

FAR Group will need additional capital to carry out its business plan or to
engage in a business combination. No commitments to provide additional funds
have been made by management or other shareholders. Accordingly, there can be
no assurance that any additional funds will be available on terms acceptable to
FAR Group or at all. FAR Group has no commitments for capital expenditures.

DESCRIPTION OF PROPERTY

FAR Group currently maintains limited office space, occupied by Frank A.
Roberts, for which it pays no rent. Its address is Suite 210, 580 Hornby
Street, Vancouver, British Columbia V6C 3B6, Canada and its phone number is
(604) 662-7000. FAR Group does not believe that it will need to obtain
additional office space at any time in the foreseeable future until its
business plan is more fully implemented.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

No director, executive officer or nominee for election as a director of FAR
Group, and no owner of five percent or more of FAR Group's outstanding shares
or any member of their immediate family has entered into or proposed any
transaction in which the amount involved exceeds $60,000.

16
<PAGE>

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

No established public trading market exists for FAR Group's securities. FAR
Group has no common equity subject to outstanding purchase options or warrants.
FAR Group has no securities convertible into its common equity. There is no
common equity that could be sold pursuant to Rule 144 under the Securities Act
or that FAR Group has agreed to register under the Securities Act for sale by
shareholders. Except for this offering, there is no common equity that is
being, or has been publicly proposed to be, publicly offered by FAR Group.

As of September 1, 2000, there were 1,600,000 shares of common stock
outstanding, held by 1 shareholder of record. Upon effectiveness of the
registration statement that includes this prospectus, all of FAR Group's
outstanding shares will be eligible for sale.

To date FAR Group has not paid any dividends on its common stock and does not
expect to declare or pay any dividends on its common stock in the foreseeable
future. Payment of any dividends will depend upon FAR Group's future earnings,
if any, its financial condition, and other factors as deemed relevant by the
Board of Directors.

EXECUTIVE COMPENSATION

No officer or director has received any remuneration from FAR Group Although
there is no current plan in existence, it is possible that FAR Group will adopt
a plan to pay or accrue compensation to its officers and directors for services
related to the implementation of FAR Group's business plan. FAR Group has no
stock option, retirement, incentive, defined benefit, actuarial, pension or
profit-sharing programs for the benefit of directors, officers or other
employees, but the Board of Directors may recommend adoption of one or more
such programs in the future. FAR Group has no employment contract or
compensatory plan or arrangement with any executive officer of FAR Group. The
director currently does not receive any cash compensation from FAR Group for
his service as a member of the board of directors. There is no compensation
committee, and no compensation policies have been adopted. See "Certain
Relationships and Related Transactions."

17
<PAGE>

FAR GROUP, INC.

(A Development Stage Company)

<TABLE>
<CAPTION>
Index
-----
<S> <C>
Independent Auditor's Report.............................................. F-1
Balance Sheets............................................................ F-2
Statements of Operations.................................................. F-3
Statements of Cash Flows.................................................. F-4
Statements of Stockholders' Equity........................................ F-5
Notes to the Financial Statements......................................... F-6
</TABLE>
<PAGE>

INDEPENDENT AUDITOR'S REPORT

To the Board of Directors

FAR Group, Inc.

(A Development Stage Company)

We have audited the accompanying balance sheet of FAR Group, Inc. (A
Development Stage Company) as of April 30, 2000 and the related statements of
operations, stockholders' equity and cash flows for the period from March 24,
2000 (Date of Inception) to April 30, 2000. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with U.S. generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the aforementioned financial statements present fairly, in
all material respects, the financial position of FAR Group, Inc. (A Development
Stage Company), as of April 30, 2000, and the results of its operations and its
cash flows for the period from March 24, 2000 (Date of Inception) to April 30,
2000, in conformity with U.S. generally accepted accounting principles.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 1 to the financial
statements, the Company has not generated any revenues or conducted any
operations since inception. These factors raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans in regard
to these matters are also discussed in Note 1. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

/s/ Elliott Tulk Pryce Anderson

CHARTERED ACCOUNTANTS

Vancouver, Canada

September 7, 2000

F-1
<PAGE>

FAR GROUP, INC.

(A Development Stage Company)

BALANCE SHEETS

(expressed in U.S. dollars)

<TABLE>
<CAPTION>
July 31, April 30,
2000 2000
----------- ---------
(unaudited)
<S> <C> <C>
ASSETS
------

License (Notes 3 and 4).................................. $ -- $ --
======== ========

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

Current Liabilities
Note payable (Note 4).................................. 35,000 35,000
-------- --------
Stockholders' Equity
Common Stock, 100,000,000 common shares authorized with
a par value of $.0001; 1,600,000 common shares issued
and outstanding....................................... 160 160
Additional Paid in Capital............................. 15,840 15,840
-------- --------
16,000 16,000
-------- --------
Preferred Stock, 20,000,000 preferred shares authorized
with a par value of $.0001; none issued............... -- --
-------- --------
Deficit Accumulated During the Development Stage....... (51,000) (51,000)
-------- --------
-- --
-------- --------
$ -- $ --
======== ========
</TABLE>

Contingent Liability (Note 1)

Commitment (Note 3)

(The accompanying notes are an integral part of the financial statements)

F-2
<PAGE>

FAR GROUP, INC.

(A Development Stage Company)

STATEMENTS OF OPERATIONS

(expressed in U.S. dollars)

<TABLE>
<CAPTION>
Accumulated From From March 24, 2000
(Date of Inception) Three Months Ended (Date of Inception)
to July 31, 2000 July 31, 2000 to April 30, 2000
------------------- ------------------ -------------------
(unaudited) (unaudited)
<S> <C> <C> <C>
Revenue................. $ -- $ -- $ --
-------- ------- --------
Expenses
Legal and
organizational....... 16,000 -- 16,000
License written-off... 35,000 -- 35,000
-------- ------- --------
Net Loss................ (51,000) -- (51,000)
======== ======= ========
Loss per share.......... -- (.03)
======= ========
</TABLE>

(The accompanying notes are an integral part of the financial statements)

F-3
<PAGE>

FAR GROUP, INC.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

(expressed in U.S. dollars)

<TABLE>
<CAPTION>
Accumulated From
(Date of From March 24, 2000
Inception) to Three Months Ended (Date of Inception)
July 31, 2000 July 31, 2000 to April 30, 2000
---------------- ------------------ -------------------
(unaudited) (unaudited)
<S> <C> <C> <C>
Cash Flows to Operating
Activities
Net loss.............. $(51,000) $-- $(51,000)
Non-cash items
Legal and
organizational
costs.............. 16,000 -- 16,000
License written-
off................ 35,000 -- 35,000
-------- ---- --------
Net Cash Used by
Operating Activities... -- -- --
-------- ---- --------
Change in cash.......... -- -- --
Cash--beginning of
period................. -- -- --
-------- ---- --------
Cash--end of period..... -- -- --
======== ==== ========
Non-Cash Financing
Activities
A total of 1,600,000
shares were issued to
a director at a fair
market value of $0.01
per share for legal
and organizational
expenses paid........ 16,000 -- 16,000
A note payable was
assumed by the
Company for the
acquisition of a
License from a
director (Notes 3 and
5)................... 35,000 -- 35,000
-------- ---- --------
$ 51,000 $-- $ 51,000
======== ==== ========
Supplemental Disclosures
Interest paid......... -- -- --
Income tax paid....... -- -- --
</TABLE>

(The accompanying notes are an integral part of the financial statements)

F-4
<PAGE>

FAR GROUP, INC.

(A Development Stage Company)

STATEMENTS OF STOCKHOLDERS' EQUITY

(expressed in U.S. dollars)

<TABLE>
<CAPTION>
Deficit
Accumulated
Common Stock Additional During the
---------------- Paid-in Development
Shares Amount Capital Total Stage
--------- ------ ---------- ------- -----------
<S> <C> <C> <C> <C> <C>
Balance--March 24, 2000
(Date of Inception)........... -- $-- $ -- $ -- $ --
Stock issued for legal and
organizational expenses at a
fair market value of
$0.01 per share............. 1,600,000 160 15,840 16,000 --
Net loss for the period...... -- -- -- -- (51,000)
--------- ---- ------- ------- --------
Balance--April 30, 2000........ 1,600,000 160 15,840 16,000 (51,000)
Net loss for the period...... -- -- -- -- --
--------- ---- ------- ------- --------
Balance--July 31, 2000
(unaudited)................... 1,600,000 $160 $15,840 $16,000 $(51,000)
========= ==== ======= ======= ========
</TABLE>

(The accompanying notes are an integral part of the financial statements)

F-5
<PAGE>

FAR GROUP, INC.

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

(expressed in U.S. dollars)

1. DEVELOPMENT STAGE COMPANY

FAR Group, Inc. herein (the "Company") was incorporated in the State of
Washington, U.S.A. on March 24, 2000. The Company acquired a license to market
and distribute vitamins, minerals, nutritional supplements, and other health
and fitness products in Minnesota, in which the grantor of the license offers
these products for sale from various suppliers on their Web Site.

The Company is in the development stage.

In a development stage company, management devotes most of its activities in
developing a market for its products. Planned principal activities have not yet
begun. The ability of the Company to emerge from the development stage with
respect to any planned principal business activity is dependent upon its
successful efforts to raise additional equity financing and/or attain
profitable operations. There is no guarantee that the Company will be able to
raise any equity financing or sell any of its products at a profit. There is
substantial doubt regarding the Company's ability to continue as a going
concern.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Year end

The Company's fiscal year end is April 30.

(b) License

The cost to acquire the License was capitalized. The cost will be
amortized on a straight-line basis over twelve months.

The carrying value of the License is evaluated in each reporting period
to determine if there were events or circumstances which would indicate a
possible inability to recover the carrying amount. Such evaluation is based
on various analyses including assessing the Company's ability to bring the
commercial applications to market, related profitability projections and
undiscounted cash flows relating to each application which necessarily
involves significant management judgment.

The Company considers all highly liquid instruments with a maturity of
three months or less at the time of issuance to be cash equivalents.

(d) Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the periods. Actual results could differ from those estimates.

3. LICENSE

The Company's only asset is a license to market vitamins, minerals,
nutritional supplements and other health and fitness products through the
Grantor's Web Site. The Company desires to market these products to medical
practitioners, alternative health professionals, martial arts studios and
instructors, sports and fitness

F-6
<PAGE>

FAR GROUP, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(expressed in U.S. dollars)

trainers, other health and fitness practitioners, school and other fund raising
programs and other similar types of customers in Minnesota. The license was
acquired on April 13, 2000 for a term of three years. The Company must pay an
annual fee of $500 for maintenance of the Grantor's Web Site commencing on the
anniversary date. The Grantor of the license retains 50% of the profits.

The Company paid total consideration of $35,000 for the license with a note
payable of $35,000. See Note 5.

The License has been written-off to operations as at April 30, 2000 due to
the lack of historical cash flow of Vitaminmineralherb.com. However, it is the
Company's intention to determine if it is economically feasible to commercially
exploit a business plan.

4. NOTE PAYABLE

The note payable is unsecured, non-interest bearing and is repayable upon the
successful completion of an Initial Public Offering of the common stock of the
Company and sale of all registered shares pursuant to such offering.

5. RELATED PARTY TRANSACTION

The License referred to in Note 3 was assigned to the Company by the sole
director and President of the Company for consideration of the assumption of a
note payable of $35,000. The License was recorded at the transferors cost of
$35,000 which was also fair market value.

The Grantor of the License is not related to the Company.

6. SUBSEQUENT EVENT

The Company has filed an SB-2 Registration Statement with the U.S. Securities
Exchange Commission. Once declared effective the Company will offer, on a best
efforts basis, 1,000,000 common shares at $0.01 per share for cash proceeds of
$10,000.

F-7
<PAGE>

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE

None.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

INDEMNIFICATION OF DIRECTORS AND OFFICERS

FAR Group's Articles of Incorporation provide that it must indemnify its
directors and officers to the fullest extent permitted under Washington law
against all liabilities incurred by reason of the fact that the person is or
was a director or officer of FAR Group or a fiduciary of an employee benefit
plan, or is or was serving at the request of FAR Group as a director or
officer, or fiduciary of an employee benefit plan, of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise.

The effect of these provisions is potentially to indemnify FAR Group's
directors and officers from all costs and expenses of liability incurred by
them in connection with any action, suit or proceeding in which they are
involved by reason of their affiliation with FAR Group. Pursuant to Washington
law, a corporation may indemnify a director, provided that such indemnity shall
not apply on account of: (a) acts or omissions of the director finally adjudged
to be intentional misconduct or a knowing violation of law; (b) unlawful
distributions; or (c) any transaction with respect to which it was finally
adjudged that such director personally received a benefit in money, property,
or services to which the director was not legally entitled.

The bylaws of FAR Group, filed as Exhibit 3.2, provide that it will indemnify
its officers and directors for costs and expenses incurred in connection with
the defense of actions, suits, or proceedings against them on account of their
being or having been directors or officers of FAR Group, absent a finding of
negligence or misconduct in office. FAR Group's Bylaws also permit it to
maintain insurance on behalf of its officers, directors, employees and agents
against any liability asserted against and incurred by that person whether or
not FAR Group has the power to indemnify such person against liability for any
of those acts.

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The amounts set forth are estimates except for the SEC registration fee:

<TABLE>
<S> <C>
SEC registration fee................................................ $ 35
Printing and engraving expenses..................................... -0-
Attorneys' fees and expenses........................................ 16,000
Accountants' fees and expenses...................................... 1,500
Transfer agent's and registrar's fees and expenses.................. 500
Miscellaneous....................................................... 965
-------
Total............................................................... $19,000
=======
</TABLE>

The Registrant will bear all expenses shown above.

RECENT SALES OF UNREGISTERED SECURITIES

Set forth below is information regarding the issuance and sales of FAR
Group's securities without registration since its formation. No such sales
involved the use of an underwriter and no commissions were paid in connection
with the sale of any securities.

II-1
<PAGE>

On April 13, 2000, FAR Group issued 1,600,000 shares of common stock to Frank
A. Roberts in satisfaction of legal expenses ($16,000). The issuance of the
shares was exempt from registration under Rule 506 of Regulation D, and
sections 3(b) and 4(2) of the Securities Act of 1933, as amended, due to Mr.
Roberts's status as the founder and initial management of FAR Group, and his
status as an accredited investor, and the limited number of investors (one).

EXHIBITS

The following exhibits are filed as part of this Registration Statement:

<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
3.1* Articles of Incorporation
3.2* Bylaws
4.1* Specimen Stock Certificate
4.2* Stock Subscription Agreement
5.1* Opinion re: legality
10.1* License Agreement
10.2* Assignment of License Agreement
10.3* Promissory Note to Vitamineralherb.com Inc.
23.1 Consent of Independent Auditors
23.2* Consent of Counsel (see Exhibit 5.1)
27.1 Financial Data Schedule
27.2 Financial Data Schedule
</TABLE>
--------

* Previously filed.

UNDERTAKINGS

The Registrant hereby undertakes that it will:

(1) File, during any period in which it offers or sells securities, a post-
effective amendment to this registration statement to:

(i) Include any prospectus required by section 10(a)(3) of the
Securities Act;

(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information in the registration statement; and

(iii) Include any additional or changed material information on the
plan of distribution.

(2) For determining liability under the Securities Act, treat each post-
effective amendment as a new registration statement of the securities offered,
and the Offering of the securities of the securities at that time to be the
initial bona fide Offering.

(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the Offering.

(4) Provide to the Underwriters at the closing specified in the underwriting
agreement certificates in such denominations and registered in such names as
required by the Underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, 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 Securities
Act and is, therefore, unenforceable.

II-2
<PAGE>

In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

II-3
<PAGE>

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form SB-2 and authorized this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Vancouver, British Columbia, Canada, on
September 15, 2000.

FAR Group Inc.

/s/ Frank A. Roberts
By: _________________________________
Frank A. Roberts,
President

In accordance with the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates stated.

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----

<S> <C> <C>
/s/ Frank A. Roberts President, Secretary, September 15, 2000
______________________________________ Treasurer, and Director
Frank A. Roberts
</TABLE>

II-4
<PAGE>

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
3.1* Articles of Incorporation

3.2* Bylaws

4.1* Specimen Stock Certificate

4.2* Stock Subscription Agreement

5.1* Opinion re: legality

10.1* License Agreement

10.2* Assignment of License Agreement

10.3* Promissory Note to Vitamineralherb.com Inc.

23.1 Consent of Independent Auditors

23.2* Consent of Counsel (see Exhibit 5.1)

27.1 Financial Data Schedule

27.2 Financial Data Schedule
</TABLE>
--------

* Previously filed.