U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BACKCOUNTRY COM, INC.
(Name of Small Business Issuer in its charter)
Nevada 8700 88-0458875
(State or Jurisdiction (Primary Standard Industrial (IRS Employer
of Classification Code Number) Identification No.)
Incorporation or
Organization)
3360 West Sahara Avenue, Suite 200, Las Vegas, Nevada 89102; (702) 732
2253.
(Address and telephone number of Registrant's principal executive
offices and principal place of business)
Shawn F. Hackman, Esq., 3360 West Sahara Avenue, Suite 200, Las Vegas,
Nevada 89102; (702) 732-2253, fax: (702) 732-2253
(Name, address, and telephone number of agent for service)
Approximate date of proposed sale to the public: As soon as practicable
after this Registration Statement becomes effective.
If this Form is filed to
register additional
securities for an offering
pursuant to Rule 462(b)
under the Securities Act,
please check the following
box and list the
Securities Act
registration 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 the delivery of the
prospectus is expected to
be made pursuant to Rule
434, check the following
box.
CALCULATION OF REGISTRATION FEE
Title of each class of
securities to be registered Common Shares
Amount to be registered 2,000,000
Proposed maximum offering
price per unit $0.05
Proposed maximum aggregate
offering price $100,000
Amount of registration fee $26.40
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 the
registration statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
Initial Public Offering
Prospectus
BACKCOUNTRY.COM
2,000,000 shares of Common Stock
$0.05 per share
Registrant
Backcountry.com
3360 W. Sahara, Suite 200
Las Vegas, NV 89102
Registrant's Attorney
Shawn F. Hackman
3360 W. Sahara, Suite 200
Las Vegas, NV 89102
_________________________
The Offering
Per Share Total
Public Price $0.05 $100,000
Proceeds to
Backcountry $0.05 $100,000
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.
________________________
The title of each class of securities to be registered is Common
Shares.
The amount to be registered is 2,000,000 shares.
Not traded on any national securities exchange or the Nasdaq Stock
Market.
This investment involves a high degree of Risk. You should purchase
shares only if you can afford a complete loss. Please consider carefully the
risk factors contained in this prospectus.
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.
Information contained herein is subject to completion or
amendment. The registration statement relating to the
securities has been filed with the Securities and Exchange
Commission. The securities may not be sold nor may offers
to buy be accepted prior to the time the registration
statement becomes effective. This prospectus shall not
constitute an offer to sell or the solicitation of an offer
to buy nor shall there be any sale of these securities in
any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such State.
Subject to Completion, Dated _______________, 2000.
The shares being offered by Backcountry.com, Inc. are subject to
prior sale, acceptance of the subscriptions by Backcountry.com, Inc.
and approval of certain legal matters by counsel to
Backcountry.com, Inc.
This is our initial public offering of common stock.
The initial offering price per share is .05. We will apply
to list our common stock on the OTC:BB. No public market
currently exists for the shares of common stock.
Backcountry.com, Inc.. has the right to accept or reject any
subscriptions, in whole or in part, for any reason. Until
______ 2000, all dealers effecting transactions in
registered securities may be required to deliver a
prospectus This is true whether or not the dealer is
participating in this distribution. Dealers also have an
obligation to deliver a prospectus when acting as
underwriters and with respect to their unsold allotments or
subscriptions.
Backcountry is conducting a "Blank Check" offering subject
to Rule 419 of Regulation C as promulgated by the U.S. Securities and
Exchange Commission (the "S.E.C.") under the securities act of 1933, as
amended (the "Securities Act").The net offering proceeds, after
deduction for offering expenses (estimated at $20,000) and sales commissions,
and the securities to be issued to investors must be deposited in an escrow
account (the "deposited funds" and "deposited securities," respectively). While
held in the escrow account, the deposited securities may not be traded or
transferred. Except for an amount up to 10% of the deposited funds
otherwise releasable under rule 419, the deposited funds and the deposited
securities may not be released until an acquisition meeting certain specified
criteria has been consummated and a sufficient number of investors reconfirm
their investment in accordance with the procedures set forth in rule 419.
Pursuant to these procedures, a new prospectus, which describes an
acquisition candidate and its business and includes audited financial
statements, will be delivered to all investors. Backcountry must return the
pro rata portion of the deposited funds to any investor who does not elect to
remain an investor.
Unless a sufficient number of investors elect to remain investors, all
investors will be entitled to the return of a pro rata portion of the
deposited funds (plus interest) and none of the deposited securities will be
issued to investors. In the event an acquisition is not
consummated within 18 months of the effective date of this prospectus,
the deposited funds will be returned on a pro rata basis to all investors.
See "risk factors" and "release of deposited securities and deposited
funds."
Until 90 days after the date funds and securities are
released from the escrow or trust account pursuant to Rule
419, all dealers effecting transactions in the registered
securities, whether or not participating in this
distribution, may be required to deliver a prospectus.
This prospectus is not an offer to sell or a solicitation to buy the
securities offered. It is unlawful to make such an offer or
solicitation.
The delivery of this prospectus, nor a sale of the mentioned securities
shall create an implication that there has been no change in the information
in this prospectus. If a material change does occur, however, this
prospectus will be amended or supplemented accordingly for all existing
shareholders and prospective investors.
This prospectus does not intentionally contain a false statement or
material fact, nor does it intentionally omit a material fact. No person or
entity has been authorized by Backcountry.com, Inc.. to give any information
or make a representation, warranty, covenant, or agreement
which is not expressly provided for or continued in this
prospectus. Any such information that is given should not
be relied upon as having been authorized.
This Company is not a Reporting Company. Upon written
or oral request, any person who receives a prospectus will
have an opportunity to meet with representatives of
Backcountry.com, Inc. to verify any of the information included
in the prospectus and to obtain additional information.
Such a person shall also, upon written or oral request,
receive a copy of any information that is incorporated by
reference in the prospectus and the address (including title
or department) and telephone number. Such information shall
be provided without charge.
All offerees and subscribers will be asked to
acknowledge in the subscription agreement that they have
read this prospectus carefully and thoroughly, they were
given the opportunity to obtain additional information;
and they did so to their satisfaction.
A maximum of 2,000,000 shares may be sold on a direct participation
offering basis. All of the proceeds from the sale of shares will be
placed in an interest-bearing escrow account by 12 o'clock noon of the
fifth business day after receipt thereof, until the sum of the minimum
offering, is received. If less than $20,000, is received from the sale
of the shares within 240 days of the date of this prospectus, all
proceeds will be refunded promptly to purchasers with interest and
without deduction for commission or other expenses. Subscribers will
not be able to obtain return of their funds while in escrow. No
commissions are anticipated.. There will be a minimum purchase of 5000
shares at $250.00.
No commissions are anticipated. No sales commission will be paid in
connection with the sales of these shares. The net proceeds to
Backcountry are after the payment of certain expenses in connection
with this offering. See "Use of Proceeds."
TABLE OF CONTENTS PAGE
PROSPECTUS SUMMARY 1
RISK FACTORS 2
INVESTORS RIGHTS AND SUBSTANTIVE
PROTECTION UNDER RULE 419 3
USE OF PROCEEDS 4
DETERMINATION OF OFFERING PRICE 5
DILUTION 6
PLAN OF DISTRIBUTION 7
LEGAL PROCEEDINGS 8
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
AND CONTROL PERSONS 9
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT 10
DESCRIPTION OF SECURITIES 11
INTEREST OF NAMED EXPERTS AND COUNSEL 12
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES 13
ORGANIZATION WITHIN LAST FIVE YEARS 14
DESCRIPTION OF BUSINESS 15
PLAN OF OPERATION 16
DESCRIPTION OF PROPERTY 17
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 18
MARKET FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS 19
EXECUTIVE COMPENSATION 20
FINANCIAL STATEMENTS 21
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE 22
Prospectus Summary
The following summary is qualified in its entirety by
detailed information appearing elsewhere in this prospectus
("Prospectus"). Each prospective investor is urged to read
this Prospectus, and the attached Exhibits, in their
entirety.
Backcountry
Backcountry.com, Inc., was incorporated on
April 20th, 2000, under the laws of the State of Nevada,
to engage in any lawful corporate undertaking, including,
but not limited to, selected mergers and acquisitions. The
Company has been in the developmental stage since inception
and has no operations to date. Other than issuing shares to
its original shareholders, Backcountry never commenced any
operational activities.
Backcountry was formed by Shawn F. Hackman, the initial
director, for the purpose of creating a corporation which
could be used to consummate a merger or acquisition. Mr. Hackman
was immediately replaced by President and Director Steve Robinson.
Mr. Robinson determined next to proceed with filing a Form SB-2.
Mr. Robinson, the President and Director, elected to
commence implementation of Backcountry's principal business
purpose, described below under "Item 2, Plan of Operation".
As such, Backcountry can be defined as a "shell" company,
whose sole purpose at this time is to locate and consummate
a merger or acquisition with a private entity.
The proposed business activities described herein
classify Backcountry as a "blank check" company. Many
states have enacted statutes, rules and regulations limiting
the sale securities of "blank check" companies in their
prospective jurisdictions. Management does not intend to
undertake any efforts to cause a market to develop in the
Company's securities until such time as Backcountry has
successfully implemented its business plan described herein.
Accordingly, each shareholder of Backcountry will execute
and deliver a "lock-up" letter agreement, affirming that
his/her respective shares of Backcountry's common stock
until such time as Backcountry has successfully consummated
a merger or acquisition and Backcountry is no longer
classified as a "blank check" company. In order to provide
further assurances that no trading will occur in the
Backcountry's securities until a merger or acquisition has been
consummated, each shareholder will place his/her
respective certificates until such time as legal counsel has
confirmed that a merger or acquisition has been successfully
consummated. However, while management believes that the
procedures established to preclude any sale of Backcountry's
securities prior to closing of a merger or acquisition will
be sufficient, there can be no assurances that the
procedures established herein will unequivocally limit any
shareholder's Backcountry to sell their respective securities
before such closing.
The Offering.
Shares of Backcountry will be offered at $.05 per Share. See
"Plan of Distribution, page. The minimum purchase required
of an investor is $250.00. If all the Shares offered are
sold the net proceeds to Backcountry will be $100,000
less certain costs associated with this offering. See "Use
of Proceeds." This balance will be used as working capital
for Backcountry..
Liquidity of Investment.
Although the Shares will be "free trading," there is no
established market for the Shares and there may not be in
the future. Therefore, an investor should consider his
investment to be long-term. See "Risk Factors, page 6."
RISK FACTORS
The securities offered are highly speculative in nature and
involve a high degree of risk. They should be purchased only by persons
who can afford to lose their entire investment. Therefore, each
prospective investor should, prior to purchase, consider very carefully
the following risk factors among other things, as well as all other
information set forth in this prospectus.
Rule 419 contains restrictive provisions on the sale of shares.
Rule 419 generally requires that the securities to be issued
and the funds received in a blank check offering be deposited and held
in an escrow account until an acquisition meeting specified criteria is
completed.
Before the acquisition can be completed and before the funds and
securities can be released, the issuer in a blank check offering is required
to update its registration statement with a post-effective amendment.
After the effective date of any such post-effective
amendment, Backcountry is required to furnish investors with the
prospectus produced thereby containing information, including
audited financial statements, regarding the proposed acquisition
candidate and its business. Investors must be given no fewer than
20 and no more than 45 business days from the effective date of
the post-effective amendment to decide to remain investors or
require the return of their investment funds. Any investor not
making a decision within said period is automatically to receive
a return of his investment funds.
Although investors may request the return of their investment
funds in connection with the reconfirmation offering required by Rule 419,
Backcountry's shareholders will not be afforded an opportunity specifically to
approve or disapprove any particular transaction involving the purchase
of shares from management.
Investors are prohibited from selling or offering to sell shares held
in escrow.
According to Rule15g-8 as promulgated by the S.E.C. under the amended
Securities Exchange Act of 1934, it shall be unlawful for any person to
sell or offer to sell shares or any interest in or related to the shares held
in the Rule 419 escrow account other than pursuant to a qualified domestic
relations order or by will or the laws of descent and distribution. As a
result, contracts for sale to be satisfied by delivery of the deposited
securities are prohibited, for example contracts for sale on a when, as, and
if issued basis.
Because this is a blank check offering, investors will not be able to
evaluate the specific merits or risks of business combinations
As a result of management's broad discretion with respect to the
specific application of the net proceeds of this offering, this offering can be
characterized as a blank check offering. Although substantially all of the net
proceeds of this offering are intended generally to be applied toward
effecting a business combination, such proceeds are not otherwise being
designated for any more specific purposes.
Accordingly, prospective investors will invest in Backcountry without
an opportunity to evaluate the specific merits or risks of any one or more
business combinations. Determinations ultimately made by Backcountry relating
to the specific allocation of the net proceeds of this offering do not
guarantee Backcountry will achieve its business objectives.
The ability to register shares is limited.
The ability to register or qualify for sale the shares for both initial
sale and secondary trading is limited because a number of states have
enacted regulations pursuant to their securities or "blue sky" laws
restricting or, in some instances, prohibiting, the sale of
securities of blank check issuers, such as Backcountry, within that
state. In addition, many states, while not specifically prohibiting or
restricting blank check companies, may not register the shares for sale in
their states.
Because of such regulations and other restrictions, Backcountry's selling
efforts, and any secondary market which may develop, may only be conducted in
those jurisdictions where an applicable exemption is available or a blue sky
application has been filed and accepted or where the shares have been
registered.
Backcountry has had no operating revenue to date and may not become
profitable.
Backcountry has had no operating history nor any revenues or earnings
from operations. Backcountry has no significant assets or financial
resources. Backcountry will, in all likelihood, sustain operating
expenses without corresponding revenues, at least until the
consummation of a business combination. This may result in Backcountry
incurring a net operating loss which will increase continuously until
Backcountry can consummate a business combination with a profitable
business opportunity. Backcountry may not be able to identify such a
business opportunity and consummate such a business combination.
Additionally, because
Success of Backcountry's business operations may depend on management
outside of Backcountry's control.
The success of Backcountry's proposed plan of operation will depend to
a great extent on the operations, financial condition and management of
the identified business opportunity. While management intends to seek
business combinations with entities having established operating
histories, there can be no assurance that Backcountry will be
successful in locating candidates meeting such criteria. In the event
Backcountry completes a business combination, the success of
Backcountry's operations may be dependent upon management of the
successor firm or venture partner firm and numerous other factors
beyond Backcountry's control.
Backcountry is at a competitive disadvantage and in a highly
competitive market searching for business combinations and
opportunities.
Backcountry is and will continue to be an insignificant participant in
the business of seeking mergers with, joint ventures with and
acquisitions of small private entities. A large number of established
and well-financed entities, including venture capital firms, are active
in mergers and acquisitions of companies which may be desirable target
candidates for Backcountry. Nearly all such entities have
significantly greater financial resources, technical expertise and
managerial capabilities than Backcountry and, consequently, Backcountry
will be at a competitive disadvantage in identifying possible business
opportunities and successfully completing a business combination.
Moreover, Backcountry will compete in seeking merger or acquisition
candidates with numerous other small public companies.
Backcountry has no agreement for a merger nor any standards set for
acceptable candidates for merger.
Backcountry has no arrangement, agreement or understanding with respect
to engaging in a merger with, joint venture with or acquisition of, a
private entity. Backcountry may not be successful in identifying and
evaluating suitable business opportunities or in concluding a business
combination. Management has not identified any particular industry or
specific business within an industry for evaluations. Backcountry has
been in the developmental stage since inception and has no operations
to date. Other than issuing shares to its original shareholders,
Backcountry never commenced any operational activities. Backcountry
may not be able to negotiate a business combination on terms favorable
to Backcountry.
Backcountry has not established a specific length of operating history
or a specified level of earnings, assets, net worth or other criteria
which it will require a target business opportunity to have achieved,
and without which Backcountry would not consider a business combination
in any form with such business opportunity. Accordingly, Backcountry
may enter into a business combination with a business opportunity
having no significant operating history, losses, limited or no
potential for earnings, limited assets, negative net worth or other
negative characteristics.
Backcountry's management lack certain business skills and will be
devoting only part-time work hours.
While seeking a business combination, management anticipates devoting
up to twenty hours per month to the business of Backcountry.
Backcountry's two officers have not entered into written employment
agreements with Backcountry and are not expected to do so in the
foreseeable future. Backcountry has not obtained key man life
insurance on either of its officers or directors. Notwithstanding the
combined limited experience and time commitment of management, loss of
the services of any of these individuals would adversely affect
development of Backcountry's business and its likelihood of continuing
operations.
Furthermore, Backcountry's officers and directors are not professional
business analysts. Lack of experience will be a detriment to
Backcountry's efforts.
Backcountry may, on occasion, enter into business agreements that have
a conflict of interest.
Currently, Backcountry's officers and directors have no conflict of
interest. However, changes in officers and directors or business
agreements entered into could potentially show conflicts of interest.
In such instance that Backcountry's officers or directors are involved
in the management of any firm with which Backcountry transacts
business. Backcountry's board of directors will adopt a resolution
which prohibits Backcountry from completing a merger with, or acquisition of,
any entity in which management serve as officers, directors or
partners, or in which they or their family members own or hold any
ownership interest. Management is not aware of any circumstances under
which this policy could be changed while current management is in
control of Backcountry.
Potential merger or acquisition candidates must meet SEC requirements
that may delay or preclude Backcountry's business plan.
Section 13 of the Securities Exchange Act of 1934, requires companies
falling under Section 13 of the Securities Exchange Act of 1934 to
provide certain information about significant acquisitions, including
certified financial statements for Backcountry acquired, covering one
or two years, depending on the relative size of the acquisition. The
time and additional costs that may be incurred by some target entities
to prepare such statements may significantly delay or essentially
preclude consummation of an otherwise desirable acquisition by
Backcountry. 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 1934 Act are
applicable.
Backcountry is at a competitive disadvantage because it lacks any
market research or marketing organization.
Backcountry has neither conducted, nor have others made available to
it, results of market research indicating that market demand exists for
the transactions contemplated by Backcountry. Moreover, Backcountry
does not have, and does not plan to establish, a marketing
organization. Even in the event demand is identified for a merger or
acquisition contemplated by Backcountry, there is no assurance
Backcountry will be successful in completing any such business
combination.
Backcountry will limited to the business opportunities of any company
Backcountry's proposed operations, even if successful, will in all
likelihood result in Backcountry engaging in a business combination
with only one business opportunity. Consequently, Backcountry's
activities will be limited to those engaged in by the business
opportunity which Backcountry merges with or acquires. Backcountry's
inability to diversify its activities into a number of areas may
subject Backcountry to economic fluctuations within a particular
business or industry and therefore increase the risks associated with
Backcountry's operations.
Potential determination by the SEC that Backcountry is an investment
company could cause material adverse consequences.
Although Backcountry will be regulated under the Securities Exchange
Act of 1933, management believes Backcountry will not be regulated
under the Investment Company Act of 1940, insofar as Backcountry will
not be engaged in the business of investing or trading in securities.
In the event Backcountry engages in business combinations which result
in Backcountry holding passive investment interests in a number of
entities, the Backcountry could be under regulation of the Investment
Company Act of 1940. In such event, Backcountry would be required to
register as an investment company and could be expected to incur
significant registration and compliance costs Backcountry has obtained
no formal determination from the Securities and Exchange Commission as
to the status of Backcountry under the Investment Company Act of 1940
and, consequently, any violation of such Act would subject Backcountry
to material adverse consequences.
Any business combination will probably result loss of management and
control by Backcountry shareholders.
A business combination involving the issuance of Backcountry's common
stock will, in all likelihood, result in shareholders of a private
company obtaining a controlling interest in Backcountry. Any such
business combination may require management of Backcountry to sell or
transfer all or a portion of Backcountry's common stock held by them,
or resign as members of the board of directors of Backcountry. The
resulting change in control Backcountry could result in removal of one
or more present officers and directors of Backcountry and a
corresponding reduction in or elimination of their participation in the
future affairs of Backcountry.
Should Backcountry meet its business plan of merging, shareholders in
Backcountry will most likely suffer a reduction in percentage share
ownership of the newly formed company.
Backcountry's primary plan of operation is based upon a business
combination with a private concern which, in all likelihood, would
result in Backcountry issuing securities to shareholders of such private
company. The issuance of previously authorized and unissued common stock of
Backcountry would result in reduction in percentage of shares owned by
present and prospective shareholders of Backcountry and would most
likely result in a change in control or management of Backcountry.
Potential acquisition or merger candidates may wish to avoid potential
adverse consequences of merging with Backcountry.
Backcountry may enter into a business combination with an entity that
desires to establish a public trading market for its shares. A
business opportunity may attempt to avoid what it deems to be adverse
consequences of undertaking its own public offering by seeking a
business combination with Backcountry.
Such consequences may include, but are not limited to, time delays of
the registration process, significant expenses to be incurred in such
an offering, loss of voting control to public shareholders and the
inability or unwillingness to comply with various federal and state
securities laws enacted for the protection of investors. These
securities laws primarily relate to provisions regarding the
registration of securities which require full disclosure of
Backcountry's business, management and financial statements.
Many business decisions made by Backcountry can have major tax
consequences and many associated risks.
Federal and state tax consequences will, in all likelihood, be major
considerations in any business combination Backcountry may undertake.
Currently, such transactions may be structured so as to result in tax-
free treatment to both companies, pursuant to various federal and state
tax provisions. Backcountry intends to structure any business
combination so as to minimize the federal and state tax consequences to
both Backcountry and the target entity; however, there can be no
assurance that such business combination will meet the statutory
requirements of a tax-free reorganization or that the parties will
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 which may have an adverse effect on
both parties to the transaction.
The requirement of audited financial statements of potential merging
entities may cause some potential merger candidates to forego merging
with Backcountry.
Management of Backcountry believes that any potential business
opportunity must provide audited financial statements for review, and
for the protection of all parties to the business combination. One or
more attractive business opportunities may choose to forego the
possibility of a business combination with Backcountry, rather than
incur the expenses associated with preparing audited financial
statements.
Backcountry securities may be limited to only a few markets because of
blue sky laws.
Because the securities registered hereunder have not been registered
for resale under the blue sky laws of any state, and Backcountry has no
current plans to register or qualify its shares in any state, the
holders of such shares and persons who desire to purchase them in any
trading market that might develop in the future, should be aware that
there may be significant state blue sky restrictions upon the ability
of new investors to purchase the securities which could reduce the size
of the potential market. As a result of recent changes in federal law,
non-issuer trading or resale of Backcountry's securities is exempt from
state registration or qualification requirements in most states.
However, some states may continue to attempt to restrict the trading or
resale of blind-pool or blank-check securities. Accordingly, investors
should consider any potential secondary market for Backcountry's
securities to be a limited one.
Certain officers, directors, principal shareholders or affiliates may
purchase shares, thereby increasing their percentage share.
Certain officers, directors, principal shareholders and affiliates may
purchase, for investment purposes, a portion of the shares offered
hereby, which could, upon conversion, increase the percentage of the
shares owned by such persons. The purchases by these control persons
may make it possible for the offering to meet the escrow amount.
Backcountry may not be able to sale enough shares to follow through
with the business plan.
The 2,000,000 common shares are to be offered directly by Backcountry,
and no individual, firm, or corporation has agreed to purchase or take
down any of the shares. It is not know whether Backcountry will be
able to sell any shares.
Backcountry's offering price is arbitrary and the value of Backcountry
securities may never actually reach the offering price.
The offering price of the shares bears no relation to book value,
assets, earnings, or any other objective criteria of value. They have
been arbitrarily determined by Backcountry. There can be no assurance
that, even if a public trading market develops for Backcountry's
securities, the shares will attain market values commensurate with the
offering price.
Backcountry shares are to be offered based on a direct participation
offering basis.
The shares are offered by Backcountry on a direct participation
offering basis, and no individual, firm or corporation has agreed to
purchase or take down any of the offered shares. Backcountry cannot
and does not make any statement guaranteeing that shares will be sold.
Provisions have been made to deposit in escrow the funds received from
the purchase of shares sold by Backcountry.
Backcountry's shares may never actually be traded and therefore
purchasers may never be able to resale.
Prior to the offering, there has been no public market for the shares
being offered. An active trading market may not develop.
Consequently, purchasers of the shares may not be able to resell their
securities at prices equal to or greater than the respective initial
public offering prices. The market price of the shares may be affected
significantly by factors such as announcements by Backcountry or its
competitors, variations in Backcountry's results of operations, and
market conditions in the retail, electron commerce, and internet
industries in general. Movements in prices of stock may also affect the
market price in general. As a result of these factors, purchasers of
the shares offered hereby may not be able to liquidate an investment in
the shares readily or at all.
Shares sold in the future may have to comply with Rule 144.
All of the 3,000,000 shares, which are held by management, have been
issued in reliance on the private placement exemption under the amended
Securities Act of 1933. Such shares will not be available for sale in
the open market without separate registration except in reliance upon
Rule 144 under the Act.
In general, under Rule 144 a person (or persons whose shares are
aggregated) who has beneficially owned shares acquired in a non-public
transaction for at least one year, including persons who may be deemed
affiliates of Backcountry (as that term is defined under the Act) would
be entitled to sell within any three-month period a number of shares
that does not exceed the greater of 1% of the then outstanding shares
of common stock, or the average weekly reported trading volume on all
national securities exchanges and through NASDAQ during the four
calendar weeks preceding such sale, provided that certain current
public information is then available. If a substantial number of the
shares owned by management were sold pursuant to Rule 144 or a
registered offering, the market price of the common stock could be
adversely affected.
Backcountry faces uncertainty with regard to the Y2K issue.
The Year 2000 issue arises because many computerized systems use two
digits rather than four to identify a year. Date sensitive systems may
recognise the year 2000 as 1900 or some other date, resulting in errors
when information using the year 2000 date is processed. The effects of
the Year 2000 issue may be experienced before, on, or after January 1,
2000, and if not addressed, the impact on operations and financial
reporting may range from minor errors to significant system failure
which could affect Backcountry's ability to conduct normal business
operations. This creates potential risk for all companies, even if
their own computer systems are Year 2000 compliant. It is not possible
to be certain that all aspects of the Year 2000 issue affecting
Backcountry, including those related to the efforts of customers,
suppliers, or other third parties, will be fully resolved.
Backcountry's Year 2000 plans are based on management's best estimates.
Based on currently available information, management does not believe
that the Year 2000 issues will have a material adverse impact on
Backcountry's financial condition or results of operations; however,
because of the uncertainties in this area, assurance cannot be given in
this regard.
Investors' rights and substantive protection under rule 419.
Deposit of offering proceeds and securities.
Rule 419 requires that the net offering proceeds, after
deduction for underwriting compensation and offering costs, and all
securities to be issued be deposited into an escrow or trust account
(the "Deposited Funds" and "Deposited Securities," respectively)
governed by an agreement which contains certain terms and provisions
specified by the rule. Under Rule 419, the Deposited Funds and Deposited
Securities will be released to Backcountry and to investors, respectively,
only after the Company has met the following three conditions:
First, Backcountry must execute an agreement for an acquisition(s)
meeting certain prescribed criteria; second, Backcountry must successfully
complete a reconfirmation offering which includes certain prescribed terms and
conditions; and third, the acquisition(s) meeting the prescribed criteria
must be consummated.
Prescribed acquisition criteria.
Rule 419 requires that before the Deposited Funds and the
Deposited Securities can be released, Backcountry must first execute an
agreement(s) to acquire an acquisition candidate(s) meeting certain
specified criteria. The agreement must provide for the acquisition of a
business(es) or assets valued at not less than 80% of the maximum offering
proceeds, but excluding underwriting commissions, underwriting expenses and
dealer allowances payable to non-affiliates. Once the acquisition agreements
meeting the above criteria have been executed, Backcountry must successfully
complete the mandated reconfirmation offering and consummate the
acquisitions(s).
Post-effective amendment.
Once the agreement(s) governing the acquisition(s) of a business(es)
meeting the above criteria has (have) been executed, Rule 419 requires
Backcountry to update the registration statement of which this
prospectus is a part with a post-effective amendment. The post-effective
amendment must contain information about: the proposed acquisition
candidate(s) and its business(es), 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 offer must include certain
prescribed conditions which must be satisfied before the Deposited Funds and
Deposited Securities can be released from escrow.
Reconfirmation offering.
The reconfirmation offer must commence within five business
days after the effective date of the post-effective amendment. Pursuant
to Rule 419, the terms of the reconfirmation offer must include the
following conditions:
(1) The prospectus contained in the post-effective amendment will be
sent to each investor whose securities are held in the escrow account within
five business days after the effective date of the post-effective amendment;
2) 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
the Company in writing that the investor elects to remain an investor;
(3) If Backcountry does not receive written notification from any
investor within 45 business days following the effective date, the pro rata
portion of the Deposited Funds (and any related interest or dividends) held
in the escrow account on such investor's behalf will be returned to the
investor within five business days by first class mail or other equally
prompt means;
(4) The acquisition(s) will be consummated only if investors having
contributed 80% of the maximum offering proceeds elect to
reconfirm their investments; and
(5) If a consummated acquisition(s) has not occurred within 18
months from the date of this prospectus, the Deposited Funds
held in the escrow account shall be returned to all investors on a pro
rata basis within five business days by first class mail or other equally
prompt means.
Release of deposited securities and deposited funds.
The Deposited Funds and Deposited Securities may be released to
Backcountry and the investors, respectively, after:
(1) The Escrow Agent has received written certification from
Backcountry and any other evidence acceptable by the Escrow Agent that
Backcountry has executed an agreement for the acquisition(s) of a
business(es) the value of which represents at least 80% of the maximum
offering proceeds and has filed the required post-effective amendment, the
post-effective amendment has been declared effective, the mandated
reconfirmation offer having the conditions
prescribed by Rule 419 has been completed, and Backcountry has
satisfied all of the prescribed conditions of the reconfirmation offer; and
(2) The acquisition(s) of the business(es) the value of which
represents at least 80% of the maximum offering proceeds is (are) consummated.
Escrowed funds not to be used for salaries or reimbursable expenses.
No funds (including any interest earned thereon) will be
disbursed from the escrow account for the payment of salaries or
reimbursement of expenses incurred on Backcountry's behalf by Backcountry's
officers and directors. Other than the foregoing, there is no limit on the
amount of such reimbursable expenses, and there will be no review of the
reasonableness of such expenses by anyone other than Backcountry's board of
directors, both of whom are officers. In no event will the escrowed funds
(including any interest earned thereon) be used for any purpose other than
implementation of a business combination.
See "Risk Factors," "Use Of Proceeds" and "Certain Transactions."
Use of Proceeds.
Following the sale of the 2,000,000 Shares Offered by
Backcountry, there will be net proceeds of $100,000. The net proceeds
are calculated as $100,000 minus sales commission costs, which are
zero. Net proceeds do not include any legal or accounting fees. These
proceeds will be used to provide start-up and working capital for the
Company.
The following table sets forth the use of proceeds from
this offering (based on the minimum and maximum offering
amounts):
Use of Proceeds Minimum Offering Maximum Offering
Amount Percent Amount Percent
Working Capital $20,000 100% $100,000 100%
Total $20,000 100% $100,000 100%
Management anticipates expending these funds for the
purposes indicated above. To the extent that expenditures
are less than projected, the resulting balances will be
retained and used for general working capital purposes or
allocated according to the discretion of the Board of
Directors. Conversely, to the extent that such expenditures
require the utilization of funds in excess of the amounts
anticipated, supplemental amounts may be drawn from other
sources, including, but not limited to, general working
capital and/or external financing. The net proceeds of this offering
that are not expended immediately may be deposited in interest or non-
interest bearing accounts, or invested in government obligations,
certificates of deposit, commercial paper, money market mutual funds,
or similar investments.
Management may advance money to the Company or on behalf of the
Company.
There are no set limits to the maximum amount that management will
advance or loan to the Company. However, the amount is obviously
limited by the resources of the officers and directors. Management
anticipates that repayment would come from the acquisition of a target
company. The advances would be expected to be in an amount well below
the minimum expected from any viable operating business target.
Determination of offering price.
The offering price is not based upon Backcountry's net
worth, total asset value, or any other objective measure of
value based upon accounting measurements. The offering
price is determined by the Board of Directors of Backcountry
and was determined arbitrarily based upon the amount of
funds needed by Backcountry to start-up the business, and
the number of shares that the initial shareholders were
willing to allow to be sold.
Dilution.
"Net tangible book value" is the amount that results
from subtracting the total liabilities and intangible assets
of an entity from its total assets. "Dilution" is the
difference between the public offering price of a security
and its net tangible book value per Share immediately after
the Offering, giving effect to the receipt of net proceeds
in the Offering. As of April 20, 2000, the net tangible
book value of Backcountry was $3000 or $.001 per Share.
Giving effect to the sale by Backcountry of all offered
Shares at the public offering price, the pro forma net
tangible book value of Backcountry would be $100,000 or $.02
per Share, which would represent an immediate increase of
$.02 in net tangible book value per Share and $.03 per Share
dilution per share to new investors. Dilution of the book
value of the Shares may result from future share offerings
by Backcountry.
The following table illustrates the pro forma per Share
dilution:
Assuming Maximum
Shares Sold
Offering Price (1) $.05
Net tangible book value per
share before Offering (2) $.001
Increase Attributable to purchase
of stock by new investors (3) $.02
Net tangible book value per
Share after offering (4) $.02
Dilution to new investors (5) $.03
Percent Dilution to new investors (6,7) 60%
(1) Offering price before deduction of offering expenses,
calculated on a "Common Share Equivalent" basis.
(2) The net tangible book value per share before the
offering ($0.001) is determined by dividing the number of
Shares outstanding prior to this offering into the net
tangible book value of Backcountry.
(3) The net tangible book value after the offering is
determined by adding the net tangible book value before the
offering to the estimated proceeds to the Corporation from
the current offering (assuming all the Shares are
subscribed), and dividing by the number of common shares
outstanding.
(4) The net tangible book value per share after the
offering ($103,000) is determined by dividing the number of
Shares that will be outstanding, assuming sale of all the
Shares offered, after the offering into the net tangible
book value after the offering as determined in note 3 above.
(5) The Increase Attributable to purchase of stock by new
investors is derived by taking the net tangible book value
per share after the offering ($.02) and subtracting from it
the net tangible book value per share before the offering
($.001) for an increase of $.02.
(6) The dilution to new investors is determined by
subtracting the net tangible book value per share after the
offering ($.02) from the offering price of the Shares in
this offering ($.05), giving a dilution value of ($.03).
(7) The Percent Dilution to new investors is determined by
dividing the Dilution to new investors ($.03) by the
offering price per Share ($.05) giving a dilution to new
investors of 60%.
Plan of distribution.
Backcountry will sell a maximum of 2,000,000 shares of its
common stock, par value $.001 per Share to the public on a
"best efforts" basis. The minimum purchase required of an
investor is $250.00. There can be no assurance that any of
these shares will be sold.
The net proceeds to Backcountry will be $100,000, minus associated
costs, if all the shares offered are sold. No commissions or other
fees will be paid, directly or indirectly, by Backcountry, or any of
its principals, to any person or firm in connection with solicitation
of sales of the shares, certain costs are to be paid in connection with
the offering (see "Use of Proceeds").
The public offering price of the shares will be modified, from time to
time, by amendment to this prospectus, in accordance with changes in
the market price of Backcountry's common stock. These
securities are offered by Backcountry subject to prior sale
and to approval of certain legal matters by counsel.
The officers and directors of Backcountry will be offering and selling
shares on behalf of Backcountry. President and director Steve Robinson
and secretary and director Charlie Thomas will be offering and selling
shares on behalf of Backcountry.
Those officers and directors offering the securities on behalf of
Backcountry.com will be relying on the safe harbor from broker-dealer
registration rule set out in Rule 3a4-1.
We have been informed by these officers and directors that:
- - they are not subject to statutory disqualification as
defined in Section 3(a)(39) of the Securities Exchange Act of
1934,
- - these officers and directors are not compensated in connection
with their participation by the payment of commissions or other
remuneration based either directly or indirectly on transactions
in securities,
and,
- - these officers and directors are not an associated person of a
broker or dealer.
Additionally, the officers and directors offering and selling
securities in Backcountry meet the conditions of part (a)(4)(iii) where
participation will be restricted to:
(A) Preparing any written communication or delivering such
communication through the mails or other means that does
not involve oral solicitation by the associated person of a
potential purchaser; provided, however, that the content of
such communication is approved by a partner, officer or
director of the issuer;
(B) Responding to inquiries of a potential purchaser in a
communication initiated by the potential purchaser;
provided, however, that the content of such responses are
limited to information contained in a registration
statement filed under the Securities Act of 1933 or other
offering document; or
(C) Performing ministerial and clerical work involved in
effecting any transaction.
Limited State Registration.
Backcountry anticipates that there will be no State registration of its
securities. Any sale of its securities will depend on exemptions under
the Blue Sky laws of states in which the securities are sold.
Opportunity To Make Inquires.
Backcountry will make available to each Offeree, prior to
any sale of the Shares, the opportunity to ask questions and
receive answers from Backcountry concerning any aspect of
the investment and to obtain any additional information
contained in this Memorandum, to the extent that Backcountry
possesses such information or can acquire it without
unreasonable effort or expense.
Execution of Documents.
Each person desiring to subscribe to the Shares must
complete, execute, acknowledge, and delivered to Backcountry
a Subscription Agreement, which will contain, among other
provisions, representations as to the investor's
qualifications to purchase the common stock and his ability
to evaluate and bear the risk of an investment in the
Company.
By executing the subscription agreement, the
subscriber is agreeing that if the Subscription Agreement it
is excepted by Backcountry, such a subscriber will be, a
shareholder in Backcountry and will be otherwise bound by
the articles of incorporation and the bylaws of Backcountry
in the form attached to this Prospectus.
Promptly, upon receipt of subscription documents by the
Company, it will make a determination as to whether a
prospective investor will be accepted as a shareholder in
Backcountry. Backcountry may reject a subscriber's
Subscription Agreement for any reason. Subscriptions will be
rejected for failure to conform to the requirements of this
Prospectus (such as failure to follow the proper
subscription procedure), insufficient documentation, over
subscription to Backcountry, or such other reasons other as
Backcountry determines to be in the best interest of the
Company.
If a subscription is rejected, in whole or in
part, the subscription funds, or portion thereof, will be
promptly returned to the prospective investor without
interest by depositing a check (payable to said investor) in
the amount of said funds in the United States mail,
certified returned-receipt requested. Subscriptions may not
be revoked, cancelled, or terminated by the subscriber,
except as provided herein.
Legal Proceedings
Backcountry is not a party to any material pending legal
proceedings and, to the best of its knowledge, no such
action by or against Backcountry has been threatened.
Directors, Executive Officers, Promoters,
and Control Persons
The names, ages, and respective positions of the
directors, officers, and significant employees of the
Company are set forth below. All these persons have held
their positions since April 2000. Each director and officer shall serve
for a term ending on the date of the third Annual Meeting. There are
no other persons which can be classified as a promoter or controlling
person of Backcountry.
Steve Robinson. President/Director, Age 28. Marketing Executive.
Charlie Thomas, Secretary/Director, Age 29. B.A. Artist.
None of the Officers and Directors have been involved in legal
proceedings that impair their ability to perform their duties as
Officers and Directors.
There is no family relationship between any of the officers or
directors.
Security Ownership of Certain
Beneficial Owners and Management
The following table sets forth, as of the date of this
Prospectus, the outstanding Shares of common stock of the
Company owned of record or beneficially by each person who
owned of record, or was known by Backcountry to own
beneficially, more than 5% of Backcountry's Common Stock,
and the name and share holdings of each officer and director
and all officers and directors as a group.
Title of Class Name of Beneficial Amount and Nature Percent
Owner (1) of Beneficial Of Class
Owner(2)
Common Stock Steve Robinson 1,500,000 50%
Common Stock Charlie Thomas 1,500,000 50%
None of the Officers, Directors or existing shareholders have
the right to acquire any amount of the Shares
within sixty days from options, warrants, rights, conversion
privilege, or similar obligations.
Principal Shareholder(s).
The addresses for the principal shareholders are as follows:
President Steve Robinson: 25022 Hidden Hills Rd., Apt. K Laguna Niguel,
CA 92677
Secretary Charlie Thomas: 12677 Lynwood St, San Diego, CA 92103.
Both shareholders have sole voting and investment power.
Description of securities.
General description.
The securities being offered are shares of common stock.
The Articles of Incorporation authorize the issuance of
25,000,000 shares of common stock, with a par value of
$.001. The holders of the Shares: (a) have equal ratable
rights to dividends from funds legally available therefore,
when, as, and if declared by the Board of Directors of the
Company; (b) are entitled to share ratably in all of the
assets of Backcountry available for distribution upon
winding up of the affairs of Backcountry; (c) do not have
preemptive subscription or conversion rights and there are
no redemption or sinking fund applicable thereto; and (d)
are entitled to one non-cumulative vote per share on all
matters on which shareholders may vote at all meetings of
shareholders. These securities do not have any of the
following rights: (a) cumulative or special voting rights;
(b) preemptive rights to purchase in new issues of Shares;
(c) preference as to dividends or interest; (d) preference
upon liquidation; or (e) any other special rights or
preferences. In addition, the Shares are not convertible
into any other security. There are no restrictions on
dividends under any loan other financing arrangements or
otherwise. See a copy of the Articles of Incorporation, and
amendments thereto, and Bylaws of Backcountry, attached as
Exhibit 3.1 and Exhibit 3.2, respectively, to this Form SB-
2. As of the date of this Form SB-2, Backcountry has
3,000,000 Shares of common stock outstanding.
Non-cumulative voting.
The holders of Shares of Common Stock of Backcountry do not
have cumulative voting rights, 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. In such event, the holders of
the remaining Shares will not be able to elect any of the
Company's directors.
Dividends.
Backcountry does not currently intend to pay cash dividends.
Backcountry's proposed dividend policy is to make
distributions of its revenues to its stockholders when the
Company's Board of Directors deems such distributions
appropriate. Because Backcountry does not intend to make
cash distributions, potential shareholders would need to
sell their shares to realize a return on their investment.
There can be no assurances of the projected values of the
shares, nor can there be any guarantees of the success of
Backcountry.
A distribution of revenues will be made only when, in the
judgment of Backcountry's Board of Directors, it is in the
best interest of Backcountry's stockholders to do so. The
Board of Directors will review, among other things, the
investment quality and marketability of the securities
considered for distribution; the impact of a distribution of
the investee's securities on its customers, joint venture
associates, management contracts, other investors, financial
institutions, and Backcountry's internal management, plus
the tax consequences and the market effects of an initial or
broader distribution of such securities.
Possible anti-takeover effects of authorized but unissued stock.
Upon the completion of this Offering, Backcountry's
authorized but unissued capital stock will consist of
20,000,000 shares (assuming the entire offering is sold) of
common stock. One effect of the existence of authorized but
unissued capital stock may be to enable the Board of
Directors to render more difficult or to discourage an
attempt to obtain control of Backcountry by means of a
merger, tender offer, proxy contest, or otherwise, and
thereby to protect the continuity of Backcountry's
management.
If, in the due exercise of its fiduciary obligations, for example,
the Board of Directors were to determine that a takeover
proposal was not in Backcountry's
best interests, such shares could be issued by the Board of
Directors without stockholder approval in one or more
private placements or other transactions that might prevent,
or render more difficult or costly, completion of the
takeover transaction by diluting the voting or other rights
of the proposed acquirer or insurgent stockholder or
stockholder group, by creating a substantial voting block in
institutional or other hands that might undertake to support
the position of the incumbent Board of Directors, by
effecting an acquisition that might complicate or preclude
the takeover, or otherwise.
Transfer Agent
Backcountry intends to engage the services of Pacific Stock
Transfer Company, P.O. Box 93385 Las Vegas, Nevada 89193
(702) 361-3033 Fax (702) 732-7890.
Interest of named experts and counsel.
No named expert or counsel was hired on a contingent
basis. No named expert or counsel will receive a direct
or indirect interest in the small business issuer. No named
expert or counsel was a promoter, underwriter,
voting trustee, director, officer, or employee of the small
business issuer.
Disclosure of commission position on indemnification for securities act
liabilities.
No director of Backcountry will have personal liability to
Backcountry or any of its stockholders for monetary damages
for breach of fiduciary duty as a director involving any act
or omission of any such director since provisions have been
made in the Articles of Incorporation limiting such
liability.
The foregoing provisions shall not eliminate or
limit the liability of a director (i) for any breach of the
director's duty of loyalty to Backcountry or its
stockholders, (ii) for acts or omissions not in good faith
or, which involve intentional misconduct or a knowing
violation of law, (iii) under applicable Sections of the
Nevada Revised Statutes, (iv) the payment of dividends in
violation of Section 78.300 of the Nevada Revised Statutes
or, (v) for any transaction from which the director derived
an improper personal benefit.
The By-laws provide for indemnification of the directors,
officers, and employees of Backcountry in most cases for any
liability suffered by them or arising out of their
activities as directors, officers, and employees of the
Company if they were not engaged in willful misfeasance or
malfeasance in the performance of his or her duties;
provided that in the event of a settlement the
indemnification will apply only when the Board of Directors
approves such settlement and reimbursement as being for the
best interests of the Corporation. The Bylaws, therefore,
limit the liability of directors to the maximum extent
permitted by Nevada law (Section 78.751).
The officers and directors of Backcountry are accountable to
Backcountry as fiduciaries, which means they are required to
exercise good faith and fairness in all dealings affecting
Backcountry. In the event that a shareholder believes the
officers and/or directors have violated their fiduciary
duties to Backcountry, the shareholder may, subject to
applicable rules of civil procedure, be able to bring a
class action or derivative suit to enforce the shareholder's
rights, including rights under certain federal and state
securities laws and regulations to recover damages from and
require an accounting by management..
Shareholders who have suffered losses in connection
with the purchase or sale of their interest in
Backcountry in connection with such sale
or purchase, including the misapplication by any such
officer or director of the proceeds from the sale of these
securities, may be able to recover such losses from the
Company.
The registrant undertakes the following:
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 (the "Act") may be
permitted to directors, officers and controlling persons of
the small business issuer pursuant to the foregoing
provisions, or otherwise, the small business issuer 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.
Organization within last five years.
The names of the promoters of the registrant are the
officers and directors as disclosed elsewhere in this Form
SB-2. None of the promoters have received anything of value
from the registrant.
Description of Business.
1. Company/Business Summary.
Backcountry.com, Inc.. was incorporated on
April 20, 2000, under the laws of the State of Nevada, to
engage in any lawful corporate undertaking, including, but
not limited to, selected mergers and acquisitions. The
Company has been in the developmental stage since inception
and has no operations date. Other than issuing shares to
its original shareholders, Backcountry never commenced any
operational activities.
Backcountry was formed by Steve Robinson, the initial
director, for the purpose of creating a corporation which
could be used to consummate a merger or acquisition. Mr.
Robinson serves as President and Director. Mr. Robinson
determined next to proceed with filing a Form SB-2.
Mr. Robinson, the President and Director, elected to
commence implementation of Backcountry's principal business
purpose, described below under "Item 2, Plan of Operation".
As such, Backcountry can be defined as a "shell" company,
whose sole purpose at this time is to locate and consummate
a merger or acquisition with a private entity.
The proposed business activities described herein
classify Backcountry as a "blank check" company. Many
states have enacted statutes, rules and regulations limiting
the sale of securities of "blank check" companies in their
respective jurisdictions. Management does not intend to
undertake any efforts to cause a market to develop in the
Company's securities until such time as Backcountry has
successfully implemented its business plan described herein.
Accordingly, each shareholder of Backcountry has executed
and delivered a "lock-up" letter agreement, affirming that
he/she will not sell his/her respective shares of the
Company's common stock until such time as Backcountry has
successfully consummated a merger or acquisition and the
Company is no longer classified as a "blank check" company.
In order to provide further assurances that no trading will
occur in Backcountry's securities until a merger or
acquisition has been consummated, each shareholder has
agreed to place his/her respective stock certificate with
Backcountry's legal counsel, who will not release these
respective certificates until such time as legal counsel has
confirmed that a merger or acquisition has been successfully
consummated.
However, while management believes that the procedures
established to preclude any sale of Backcountry's securities prior
to closing of a merger or acquisition will be sufficient, there can be
no assurances that the procedures established herein will unequivocally
limit any shareholder's ability to sell their respective securities before
such closing.
Item 2. Plan of Operation.
The Registrant intends to seek to acquire assets or
shares of an entity actively engaged in business which
generates revenues, in exchange for its securities. The
Registrant has no particular acquisitions in mind and has
not entered into any negotiations regarding such an
acquisition. None of Backcountry's officers, directors,
promoters or affiliates have engaged in any preliminary
contact or discussions with any representative of any other
company regarding the possibility of an acquisition or
merger between Backcountry and such other company as of the
date of this registration statement.
While Backcountry will attempt to obtain audited
financial statements of a target entity, there is no
assurance that such audited financial statements will be
available. The Board of Directors does intend to obtain
certain assurances of value of the target entity's assets
prior to consummating such a transaction, with further
assurances that an audited statement would be
provided within seventy-five days after closing of such a
transaction. Closing documents relative thereto will
include representations that the value of the assets
conveyed to or otherwise so transferred will not materially
differ from the representations included in such closing
documents.
The Registrant has no full time employees. The
Registrant's two officers have agreed to allocate a portion
of their time to the activities of the Registrant, without
compensation. Management anticipates that the business plan
of Backcountry can be implemented by each officer devoting
approximately 10 hours per month to the business affairs of
Backcountry and, consequently, conflicts of interest may
arise with respect to the limited time commitment by
such officers. See "Item 5. Directors, Executive Officers, Promoters,
and Control Persons."
Backcountry is filing this registration statement on a
voluntary basis because the primary attraction of the
Registrant as a merger partner or acquisition vehicle will
be its status as an SEC reporting company. Any business
combination or transaction will likely result in a
significant issuance of shares and substantial dilution to
present stockholders of the Registrant.
The Articles of Incorporation of Backcountry
provides that Backcountry may indemnify officers and/or
directors of Backcountry for liabilities, which can include
liabilities arising under the securities laws. Therefore,
assets of Backcountry could be used or attached to satisfy
any liabilities subject to such indemnification. See "Item 12,
Indemnification of directors and officers."
General Business Plan.
Backcountry's purpose is to seek, investigate and,
if such investigation warrants, acquire an interest in
business opportunities presented to it by persons or firms
who or which desire to seek the perceived advantages of an
Exchange Act registered corporation. Backcountry will not
restrict its search to any specific business, industry, or
geographical location and Backcountry may participate in a business
venture of virtually any kind or nature.
This discussion of the proposed business is purposefully
general and is not meant to be restrictive of
Backcountry's virtually unlimited discretion to search for
and enter into potential business opportunities. Management
anticipates that it will be able to participate in only one
potential business venture because Backcountry has nominal assets and
limited financial resources. See Item F/S, "Financial Statements." This lack
of diversification should be considered a substantial risk
to shareholders of Backcountry because it will not permit
Backcountry to offset potential losses from one venture
against gains from another.
Backcountry may seek a business opportunity with
entities which have recently commenced operations, or which
wish to utilize the public marketplace in order to raise
additional capital in order to expand into new products or
markets, to develop a new product or service, or for other
corporate purposes. Backcountry may acquire assets and
establish wholly-owned subsidiaries in various businesses or
acquire existing businesses as subsidiaries.
The primary method Backcountry will use to find
potential merger or acquisition candidates will be to run
classified ads in the Wall Street Journal periodically
seeking companies which are looking to merge with a public
shell.
Backcountry anticipates that the selection of a
business opportunity in which to participate will be complex
and extremely risky. Due to general economic conditions,
rapid technological advances being made in some industries
and shortages of available capital, management believes that
there are numerous firms seeking the perceived benefits of a
publicly registered corporation. Such perceived benefits may
include facilitating or improving the terms on which
additional equity financing may be sought, providing
liquidity for incentive stock options or similar benefits to
key employees, providing liquidity (subject to restrictions
of applicable statutes) for all shareholders and other
factors. Business opportunities may be available in many
different industries and at various stages of development,
all of which will make the task of comparative investigation
and analysis of such business opportunities extremely
difficult and complex.
Backcountry has, and will continue to have, no capital with
which to provide the owners of business opportunities with
any significant cash or other assets. However, management
believes Backcountry will be able to offer owners of
acquisition candidates the opportunity to acquire a
controlling ownership interest in a publicly registered
company without incurring the cost and time required to
conduct an initial public offering.
The owners of the business opportunities will, however,
incur significant legal and accounting costs in connection with the
acquisition of a business opportunity, including the costs
of preparing Form 8-K's, 10-K's or 10-KSB's, agreements and
related reports and documents. The Securities Exchange Act
of 1934 (the "34 Act"), specifically requires that any
merger or acquisition candidate comply with all
applicable reporting requirements, which include providing
audited financial statements to be included within the
numerous filings relevant to complying with the 34 Act.
Nevertheless, the officers and directors of Backcountry have
not conducted market research and are not aware of
statistical data which would support the perceived benefits
of a merger or acquisition transaction
for the owners of a business opportunity.
The analysis of new business opportunities will be
undertaken by, or under the supervision of, the officers and
directors of Backcountry, none of whom is a professional
business analyst. Management intends to concentrate on
identifying preliminary prospective business opportunities
which may be brought to its attention through present
associations of Backcountry's two officers, or by the
Company's shareholders.
In analyzing prospective business opportunities, management
will consider such matters as:
- - the available technical, financial and managerial resources,
- - working capital and other financial requirements,
- - history of operations, if any,
- - prospects for the future,
- - nature of present and expected competition;,
- - the quality and experience of management services which may be
available and
- - the depth of that management,
- - the potential for further research, development, or
exploration,
- - specific risk factors not now foreseeable but which may be
anticipated to impact the proposed activities of Backcountry;
- - the potential for growth or expansion; the potential for
profit;
- - the perceived public, recognition or acceptance of products,
services, or trades;
- - name identification; and other relevant factors.
Management will meet personally with management and key
personnel of the business opportunity as part of their investigation.
To the extent possible, Backcountry intends to utilize written
reports and personal investigation to evaluate the above
factors. Backcountry will not acquire or merger with any
company for which audited financial statements cannot be
obtained within a reasonable period of time after closing of
the proposed transaction.
Management of Backcountry, while not especially
experienced in matters relating to the new business of the
Company, will rely upon their own efforts and, to a much
lesser extent, the efforts of Backcountry's shareholders, in
accomplishing the business purposes of Backcountry. It is
not anticipated that any outside consultants or advisors will be
utilized by Backcountry to effectuate its business purposes described
herein.
However, if Backcountry does retain such an outside consultant or
advisor, any cash fee earned by such party will need to be paid by the
prospective merger/acquisition candidate, as Backcountry has no cash
assets with which to pay such obligation. There have been no discussions,
understandings, contracts or agreements with any outside consultants
and none are anticipated in the future. In the past, the
Company's management has never used outside consultants or
advisors in connection with a merger or acquisition.
Backcountry will not restrict its search for any
specific kind of firms, but may acquire a venture which is
in its preliminary or development stage, which is already in
operation, or in essentially any stage of its corporate
life. It is impossible to predict at this time the status
of any business in which Backcountry may become engaged, in
that such business may need to seek additional capital, may desire
to have its shares publicly traded, or may seek other perceived
advantages which Backcountry may offer.
However, Backcountry does not intend to
obtain funds in one or more private placements to finance
the operation of any acquired business opportunity until
such time as Backcountry has successfully consummated such a
merger or acquisition. Backcountry also has no plans to
conduct any offerings under Regulation S.
Acquisition of opportunities.
In implementing a structure for a particular
business acquisition, Backcountry may become a party to a
merger, consolidation, reorganization, joint venture, or
licensing agreement with another corporation or entity. It
may also acquire stock or assets of an existing business.
On the consummation of a transaction, it is probable that
the present management and shareholders of Backcountry will
no longer be in control of Backcountry. In addition, the
Company's directors may, as part of the terms of the
acquisition transaction, resign and be replaced by new
directors without a vote of Backcountry's shareholders.
It is anticipated that Backcountry's principal
shareholders may actively negotiate or otherwise consent to
the purchase of a portion of their common stock as a
condition to, or in connection with, a proposed merger or
acquisition transaction. Any terms of sale of the shares
presently held by officers and/or directors of Backcountry
will be also afforded to all other shareholders of the
Company on similar terms and conditions.
The policy set forth in the preceding sentence is based on an
Understanding between the two members of management, and these
two persons are not aware of any circumstances under which this policy
would change while they are still officers and directors of
Backcountry. Any and all such sales will only be made in
compliance with the securities laws of the United States and
any applicable state.
It is anticipated that any securities issued in
any such reorganization would be issued in reliance upon
exemption from registration under applicable federal and
state securities laws. In some circumstances, however, as a
negotiated element of its transaction, Backcountry may agree
to register all or a part of such securities immediately
after the transaction is consummated or at specified times thereafter.
If such registration occurs, of which there can be no assurance, it
will be undertaken by the surviving entity after Backcountry has
successfully consummated a merger or acquisition and the
Company is no longer considered a "shell" company. Until
such time as this occurs, Backcountry will not attempt to
register any additional securities. The issuance of substantial
additional securities and their potential sale into any trading
market which may develop in Backcountry's securities may have a
depressive effect on the value of Backcountry's securities in the future, if
such a market develops, of which there is no assurance.
While the actual terms of a transaction to which
Backcountry may be a party cannot be predicted, it may be
expected 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 368a or 351 of the
Internal Revenue Code (the "Code").
With respect to any merger or acquisition,
negotiations with target company management is expected to
focus on the percentage of Backcountry which target company
shareholders would acquire in exchange for all of their
shareholdings in the target company. Depending upon, among
other things, the target company's assets and liabilities,
Backcountry's shareholders will in all likelihood hold a
substantially lesser percentage ownership interest in the
Company following any merger or acquisition.
The percentage ownership may be subject to significant reduction in the
event Backcountry acquires a target company with substantial
assets. Any merger or acquisition effected by Backcountry
can be expected to have a significant dilutive effect on the
percentage of shares held by Backcountry's then shareholders.
Backcountry will participate in a business
opportunity only after the negotiation and execution of
appropriate written agreements. Although the terms of such
agreements cannot be predicted, generally such agreements
will require some specific representations and warranties by
all of the parties thereto, will specify certain events of
default, will detail the terms of closing and the conditions
which must be satisfied by each of the parties prior to and
after such closing, will outline the manner of bearing
costs, including costs associated with Backcountry's
attorneys and accountants, will set forth remedies on
default and will include miscellaneous other terms.
As stated here-in-above, Backcountry will not
acquire or merge with any entity which cannot provide
independent audited financial statements within a reasonable
period of time after closing of the proposed transaction.
Backcountry is subject to all of the reporting requirements
included in the 34 Act. Included in these requirements is
the affirmative duty of Backcountry to file independent audited
financial statements as part of its Form 8-K to be filed with the
Securities and Exchange Commission upon consummation of a merger or
acquisition, as well as Backcountry's audited financial statements
included in its annual report on Form 10-K (or 10-KSB, as applicable).
If such audited financial statements are not available at closing, or
within time parameters necessary to insure Backcountry's compliance with
the requirements of the 34 Act, or if the audited financial
statements provided do not conform to the representations
made by the candidate to be acquired in the closing
documents, the closing documents may provide that the
proposed transaction will be voidable, at the discretion of
the present management of Backcountry.
Backcountry's officers and shareholders have
verbally agreed that they will advance to Backcountry any
additional funds which Backcountry needs for operating
capital and for costs in connection with searching for or
completing an acquisition or merger. These persons have
further agreed that such advances will be made in proportion
to each person's percentage ownership of Backcountry. These
persons have also agreed that such advances will be made
interest free without expectation of repayment unless the
owners of the business which Backcountry acquires or merges
with agree to repay all or a portion of such advances.
There is no dollar cap on the amount of money which such
persons will advance to Backcountry. Backcountry will not
borrow any funds from anyone other than its current
shareholders for the purpose of repaying advances made by
the shareholders, and Backcountry will not borrow
any funds to make any payments to Backcountry's promoters,
management or their affiliates or associates.
The Board of Directors has passed a resolution
which prohibits Backcountry from completing an acquisition
or merger with any entity in which any of Backcountry's
Officers, Directors, principal shareholders or their
affiliates or associates serve as officer or director or
hold any ownership interest. Management is not aware of any
circumstances under which this policy, through their own initiative may
be changed.
There are no arrangements, agreements or
understandings between non-management shareholders and
management under which non-management management of the
Company's affairs. There is no agreement that non-
management shareholders will exercise their voting rights to
continue to re-elect the current directors, however, it is
expected that they will do so based on the existing friendship among
such persons.
Competition.
Backcountry will remain an insignificant participant among
the firms which engage in the acquisition
of business opportunities. There are many established
venture capital and financial concerns which have
significantly greater financial and personnel resources and
technical expertise than Backcountry. In view of the
Company's combined extremely limited financial resources and
limited management availability, Backcountry will continue
to be at a significant competitive disadvantage compared to the
Company's competitors.
Year 2000 compliance.
Backcountry is aware of the issues associated with
the programming code in existing computer systems through the
year 2000. Backcountry has assessed these issues
as they relate to Backcountry, and since Backcountry
currently has no operating business and does not use any
computers, and since it has no customers, suppliers or other
constituents, it does not believe that there are any
material year 2000 issues to disclose in this Form 10-SB.
Description of property.
Backcountry has retained Shawn F. Hackman, a P.C., as a resident agent.
The address is 3360 W. Sahara, Suite 200 Las Vegas, NV 89102. Mr.
Hackman has no involvement with the day to day activities of
Backcountry. A copy of the resident agent agreement is attached.
Backcountry currently owns no property. President Steve Robinson shall
provide the space for the Company's meetings at 25022 Hidden Hills Rd.
Apt.K, Laguna Niguel, CA 92677.
Certain relationships and related transactions.
There are no relationships, transactions, or proposed
transactions to which the registrant was or is to be a
party, in which any of the named persons set forth in Item
404 of Regulation SB had or is to have a direct or indirect
material interest.
Shawn F. Hackman, Esq., the Company's resident agent, incorporated the
Company in an administrative capacity. Mr. Hackman currently hold no
position in the Company.
Market for common equity and related stockholder matters.
The Shares have not previously been traded on any
securities exchange. At the present time, there are no
assets available for the payment of dividends on the Shares.
Executive compensation.
(a) No officer or director of Backcountry is receiving any
remuneration at this time.
(b) There are no annuity, pension or retirement benefits
proposed to be paid to officers, directors, or employees of
the corporation in the event of retirement at normal
retirement date pursuant to any presently existing plan
provided or contributed to by the corporation or any of its
subsidiaries.
(c) No remuneration is proposed to be in the future
directly or indirectly by the corporation to any officer or
director under any plan which is presently existing.
Financial statements.
Part II. Information not required in prospectus.
Indemnification of officers and directors.
Information on this item is set forth in Prospectus under
the heading "Disclosure of Commission Position on
Indemnification for Securities Act Liabilities."
Other expenses of issuance and distribution.
Information on this item is set forth in the Prospectus
under the heading "Use of Proceeds."
Recent sales of unregistered securities.
On April 20, 2000, 1,500,000 shares were issued to
Steve Robinson and 1,500,000 to Charlie Thomas under Rule
4(2).
Exhibits.
The Exhibits required by Item 601 of Regulation S-B, and an
index thereto, are attached.
Undertakings.
The undersigned registrant hereby undertakes to:
(a) (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
Notwithstanding the forgoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation From the low or high end of
the estimated maximum offering range may be reflected in the
form of prospects filed with the Commission pursuant to Rule
424.
(b) if, in the aggregate, the changes in the volume and
price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement.
(iii) 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 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.
Provide to the underwriter at the closing specified in the
underwriting agreement certificates in such denominations
and registered in such names as required by the underwriter
to permit prompt delivery to each purchaser.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 (the pursuant to the
foregoing provisions, or otherwise, the small business
issuer has been advised "Act") may be permitted to
directors, officers and controlling persons of the small
business issuer 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. In the event that a claim for
indemnification against such liabilities (other than the
payment by the small business issuer of expenses incurred or
paid by a director, officer or controlling person of the
small business issuer 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 small business issuer 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.
EXHIBIT LIST
3.1 Articles of Incorporation
3.2 By-Laws
24.1 Power of Attorney
99.1 Acceptance of Resident Agent
99.2 Lock-up agreement
BACKCOUNTRY.COM, Inc.
(A Development Stage Company)
Financial Statements
MAY 17, 2000
Table of Contents Page #
Independent Auditors Report 1
Assets 2
Liabilities and Stockholders' Equity 2
Statement of Operations 3
Statement of Stockholders' Equity 4
Statement of Cash Flows 5
Notes to Financial Statements 6-8
Independent Auditors' Report
Board of Directors
BACKCOUNTRY.COM, Inc.
Las Vegas, NV
MAY 18, 2000
I have audited the accompanying Balance Sheets of BACKCOUNTRY.COM, Inc. (A
Development Stage Company), as of MAY 17, 2000, and the related statements
of operations, stockholders' equity and cash flows for the period of
APRIL 20, 2000 (inception), to MAY 17, 2000. 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 we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit 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 BACKCOUNTRY.COM, Inc. (A
Development Stage Company), as of MAY 17, 2000, and the results of its
operations and cash flows for the period APRIL 20, 2000 (inception), to
MAY 17, 2000, in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note #5 to the financial
statements, the Company has suffered recurring losses from operations and has
no established source of revenue. This raises substantial doubt about its
ability to continue as a going concern. Managment's plan in regard to these
matters is described in Note #5. These financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
Barry L. Friedman
Certified Public Accountant
1582 Tulita Drive
Las Vegas, NV 89123
(702) 361-8414
<TABLE>
BACKCOUNTRY.COM, Inc.
(A Development Stage Company)
MAY 17, 2000
<CAPTION>
Balance Sheet
Assets
<S> <C>
Current Assets $0
Total Current Assets $0
Other Assets $0
Total Other Assets $0
TOTAL ASSETS $0
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities $0
Total Current Liabilities $0
STOCKHOLDERS' EQUITY (NOTE #4)
Common stock
Par value $0.001
Authorized 25,000,000 shares
Issued and outstanding at
MAY 17, 2000
3,000,000 $3,000
Additional Paid-In Capital 0
Deficit accumulated during
The Development stage -3,000
TOTAL STOCKHOLDERS' EQUITY $ 0
--------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $0
--------
</TABLE>
The accompanying notes are an integral part of these financial statements.
<TABLE>
BACKCOUNTY.COM, Inc.
(A Development Stage Company)
APRIL 20, 2000 (Inception), to MAY 17, 2000
<CAPTION>
Statement of Operations
<S> <C>
INCOME
Revenue $0
EXPENSES
General and
Administrative $3000
-----
TOTAL EXPENSES $3000
NET PROFIT/LOSS (-) $-3000
Net profit/loss (-)
per weighted share
(Note #1) $-0.0010
--------
Weighted average
number of common
shares outstanding 3,000,000
---------
</TABLE>
The accompanying notes are an intergal part of these financial statements.
<TABLE>
BACKCOUNTRY.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
APRIL 20, 2000 (INCEPTION), TO MAY 17, 2000
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
<CAPTION>
<S> <C> <C> <C> <C>
Additional Accumu-
Common Stock paid-in lated
Shares Amount Capital Deficit
------ ------ ----------- --------
APRIL 20, 2000
Issued for Service 3,000,000 $3,000 $ 0
Net loss APRIL 20,
2000 (inception) to
MAY 17, 2000 -3,000
------ ------ ----------- --------
Balance,
MAY 17, 2000 3,000,000 $3,000 $ 0 -3,000
========= ====== =========== ==========
</TABLE>
The accompanying notes are an intergal part of these financial statements.
<TABLE>
BACKCOUNTRY.COM, Inc.
(A Development Stage Company)
APRIL 20, 2000 (Inception), to MAY 17, 2000
<CAPTION>
Statement of Cash Flows
<S> <C>
Cash Flows from
Operating Activities $-3,000
Net Loss
Adjustment to
Reconcile net loss
To net cash provided
by operating
Activities
Issue Common Stock
For Services +3,000
Changes in assets and
Liabilities 0
--------
Net cash used in
Operating activities 0
Cash Flows from
Investing Activities 0
Cash Flows from
Financing Activities 0
--------
Net Increase (decrease) 0
Cash,
Beginning period 0
--------
Cash, End of period $0
</TABLE>
The Accompanying notes are an intergral part of these financial statements.
BACKCOUNTY.COM, Inc.
(A Development Stage Company)
Notes to Financial Statements
MAY 17, 2000
Note -1- History and organization of the Company
The company was organized APRIL 20, 2000, under the laws of the State of
Neveda, as BACKCOUNTRY.COM, Inc. The company currently has no operations and in
accordance with SFAS #7, is considered a development company.
Note -2- Summary of Significant Accounting Policies
Accounting Method
-----------------
The Company records income and expenses on the accrual method.
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 revenue and expenses during the reporting period.
Actual results could differ from those estimates.
Cash and equivalents
--------------------
The Company maintains a cash balance in a non-interest-bearing bank that
currently does not exceed federally insured limits. For the purpose of the
statments of cash flows, all highly liquid investments with the maturity
of three months or less are considered to be cash equivalents. There are no
cash equivalents as of MAY 17, 2000.
Year End
--------
The Company has selected December 31st as its fiscal year-end.
Income Taxes
------------
Income taxes are provided for using the liabiltiy method of accounting in
accordance with Statement of Financial Accounting Standards No. 109 (SFAS
# 109) "Accounting for Income Taxes". A deferred tax asset or liability
is recorded for all temporary differences between financial and tax
reporting. Deferred tax expense (benefit) results from the net change during
the year of deferred tax assets and liabilities.
Reporting on Costs of Start-Up Activities
-----------------------------------------
Statement of Postiiton 98-5 ("SOP 98-5"), "Reporting the Costs of Start Up
Activities" which provides the guidance on the financial reporting of start-
up costs and organization costs. It requires most costs of start-up
activities and organization costs to be expensed as incurrd. SOP 98-5 is
effective for fiscal years befinning after December 15, 1998. With the
adoption, of SOP 98-5, there has been little or no effectd on the company's
financial statements.
Loss Per Share
--------------
Net loss per share is provided in accordance with Statement of Financial
Accounting Standards No. 128 (SFAS # 128) "Earnings Per Share". Basic loss
per share is computed by dividing losses available to common stockholders
by the weighted average number of common shares outstanding during the
period. Diluted loss per share reflects per share amounts that would have
resulted if dilative common stock equivalents had been converted to common
stock. As of May 17, 2000, the Company had no dilative common stock
equivalents such as stock options.
Year End
--------
The company has selected December 31st as its fiscal year-end.
Policy in Regards to Issuance of Common Stock in a Non-Cash Transaction
-----------------------------------------------------------------------
The Company's accounting policy for issuing shares in a non-cash transaction
is to issue the equivalent amount of stock equal to the fair market value of
the assets or services received.
Note -3- Income Taxs
There is no provision for income taxes for the period ended May 17, 2000,
due to the net loss and no state income tax in Nevada, the state of the
Company's domicile and operations. The Company's total deferred tax asset
as of May 17, 2000 is as follows:
Net operation loss carry forward $0
Valuation allowance $0
Net deferred tax asset $0
Note -4- Stockholders' Equity
Common Stock
------------
The authorized common stock of the corporation consists of 25,000,000
shares with a par value $0.001 per share.
Preferred Stock
---------------
The corporation has no preferred stock.
On April 20, 2000, the Company issued 3,000,000 shares of its $0.001
par value common stock to its directors for services of $3,000.
Note -5- Going Concern
The Company's financial statements adre prepared using generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. However, the Company does not have significant cash or other
material assets, nor does it have an established source of revenues
sufficient to cover its operating costs and to allow it to continue as a
going concern. The stockholders/officers and or directors have committed
to advancing the operating costs of the Company interest free.
Note -6- Related Party Transactions
The Company neither owns nor leases any real or personal property. An
officer of the corporation provides office services without charge. Such
costs are immaterial to the financial statemetns and accordingly, have not
been reflected therein. The officers and directors of the Company are
involved in other business activities and may in the future, become involved
in other business opportunities. If a specific business opportunity becomes
available, such persons may face a conflict in selecting between the Company
and their other business interests. The Company has not formulated a policy
for the resolution of such conflicts.
Note -7- Warrants and Options
There are no warrants or options outstanding to acquire any additional shares
of common stock.
To Whom It May Concern: May 18, 2000
The Firm of Barry L. Friedman, P.C., Certified Public Accountant consents to the
inclusion of their report of May 18, 2000, on the Financial Statements of
BACKCOUNTRY.COM, Inc. as of May 17, 2000, in any filings that are necessary now
or in the near future with the U.S. Securities and Exchange Commission.
Very truly yours,
- --------------------
Barry L. Friedman
Certified Public Accountant
Part II. Information not required in prospectus.
Indemnification of officers and directors.
Information on this item is set forth in Prospectus under
the heading "Disclosure of Commission Position on
Indemnification for Securities Act Liabilities."
Other expenses of issuance and distribution.
Information on this item is set forth in the Prospectus
under the heading "Use of Proceeds."
Recent sales of unregistered securities.
On April 20, 2000, 1,500,000 shares were issued to
Steve Robinson and 1,500,000 to Charlie Thomas under Rule
4(2).
Exhibits.
The Exhibits required by Item 601 of Regulation S-B, and an
index thereto, are attached.
Undertakings.
The undersigned registrant hereby undertakes to:
(a) (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
Notwithstanding the forgoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation From the low or high end of
the estimated maximum offering range may be reflected in the
form of prospects filed with the Commission pursuant to Rule
424.
(b) if, in the aggregate, the changes in the volume and
price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement.
(iii) 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 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.
Provide to the underwriter at the closing specified in the
underwriting agreement certificates in such denominations
and registered in such names as required by the underwriter
to permit prompt delivery to each purchaser.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 (the pursuant to the
foregoing provisions, or otherwise, the small business
issuer has been advised "Act") may be permitted to
directors, officers and controlling persons of the small
business issuer 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. In the event that a claim for
indemnification against such liabilities (other than the
payment by the small business issuer of expenses incurred or
paid by a director, officer or controlling person of the
small business issuer 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 small business issuer 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.
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
authorize, in the City of Las Vegas, State of Nevada.
Backcountry.com
By:/s/ Steve Robinson
President
EXHIBIT LIST
3.1 Articles of Incorporation
3.2 By-Laws
24.1 Power of Attorney
99.2 Lock-up agreement
Articles Of Incorporation
Of
BACKCOUNTRY.com, Inc.
Know all men by these present that the undersigned have this day voluntarily
associated ourselves together for the purpose of forming a corporation under
and pursuant to the provisions of Nevada Revised Statutes 78.010 to Nevada
Revised Statues 78.090 inclusive as amended and state and certify that the
articles of incorporation are as follows:
First: Name
The name of the corporation is BACKCOUNTRY.COM, INC., (The
"Corporation").
Second: Resident Office and Agent
The address of the registered office of the corporation in the State Of Nevada
Is 3360 W. Sahara Suite 200 in the city of Las Vegas, County of Nevada
89102. The name and address of the corporation's registered agent in the
State of Nevada is Shawn F. Hackman, at said address, until such time as
another agent is duly authorized and appointed by the corporation.
Third: Purpose and Business
The purpose of the corporation is to engage in any lawful act or
activity for which corporations may now or hereafter be organized under the
Nevada Revised Statutes of the State of Nevada, including, but not limited to
the following:
(a) The Corporation may at any time exercise such rights,
privileges, and powers, when not inconsistent with the
purposes and object for which this corporation is
organized;
(b) The Corporation shall have power to have succession by
its corporate name in perpetuity, or until dissolved and
its affairs wound up according to law;
(c) The Corporation shall have power to sue and be sued in
any court of law or equity;
(d) The Corporation shall have power to make contracts;
(e) The Corporation shall have power to hold, purchase and
convey real and personal estate and to mortgage or lease
any such real and personal estate with its franchises.
The power to hold real and personal estate shall include
the power to take the same by devise or bequest in the
State of Nevada, or in any other state, territory or
country;
(f) The corporation shall have power to appoint such officers
and agents as the affairs of the Corporation shall
requite and allow them suitable compensation;
(g) The Corporation shall have power to make bylaws not
inconsistent with the constitution or laws of the United
States, or of the State of Nevada, for the management,
regulation and government of its affairs and property,
the transfer of its stock, the transaction of its
business and the calling and holding of meetings of
stockholders;
(h) The Corporation shall have the power to wind up and
dissolve itself, or be wound up or dissolved;
(i) The Corporation shall have the power to adopt and use a
common seal or stamp, or to not use such seal or stamp
and if one is used, to alter the same. The use of a seal
or stamp by the corporation on any corporate documents is
not necessary. The Corporation may use a seal or stamp,
if it desires, but such use or non-use shall not in any
way affect the legality of the document;
(j) The Corporation Shall have the power to borrow money and
contract debts when necessary for the transaction of its
business, or for the exercise of its corporate rights,
privileges or franchises, or for any other lawful purpose
of its incorporation; to issue bonds, promissory notes,
bills of exchange, debentures and other obligations and
evidence of indebtedness, payable at a specified time or
times, or payable upon the happening of a specified event
or events, whether secured by mortgage, pledge or
otherwise, or unsecured, for money borrowed, or in
payment for property purchased, or acquired, or for
another lawful object;
(k) The Corporation shall have the power to guarantee,
purchase, hold, sell, assign, transfer, mortgage, pledge
or otherwise dispose of the shares of the capital stock
of, or any bonds, securities or evidence in indebtedness
created by any other corporation or corporations in the
State of Nevada, or any other state or government and,
while the owner of such stock, bonds, securities or
evidence of indebtedness, to exercise all the rights,
powers and privileges of ownership, including the right
to vote, if any;
(l) The Corporation shall have the power to purchase, hold,
sell and transfer shares of its own capital stock and use
therefor its capital, capital surplus, surplus or other
property or fund;
(m) The Corporation shall have to conduct business, have one
or more offices and hold, purchase, mortgage and convey
real and personal property in the State of Nevada and in
any of the several states, territories, possessions and
dependencies of the United States, the District of
Columbia and in any foreign country;
(n) The Corporation shall have the power to do all and
everything necessary and proper for the accomplishment of
the objects enumerated in its articles of incorporation,
or any amendments thereof, or necessary or incidental to
the protection and benefit of the Corporation and, in
general, to carry on any lawful business necessary or
incidental to the attainment of the purposes of the
Corporation, whether or not such business is similar in
nature to the purposes set forth in the articles of
incorporation of the Corporation, or any amendment
thereof;
(o) The Corporation shall have the power to make donations
for the public welfare or for charitable, scientific or
educational purposes;
(p) The Corporation shall have the power to enter
partnerships, general or limited, or joint ventures, in
connection with any lawful activities.
Forth: Capital Stock
1. Classes and Number of Shares. The total number of shares of all classes of
stock, which the corporation shall have authority to issue is Twenty Five
Million (25,000,000), consisting of Twenty Five (25,000,000) shares of
Common Stock, par value of $0.001 per share (The "Common Stock") . There
is no preferred stock.
2. Powers and Rights of Common Stock
(a) Preemptive Right. No shareholders of the Corporation holding
common stock shall have any preemptive or other right to subscribe
for any additional un-issued or treasury shares of stock or for
other securities of any class, or for rights, warrants or options
to purchase stock, or for scrip, or for securities of any kind
convertible into stock or carrying stock purchase warrants or
privileges unless so authorized by the Corporation;
(b) Voting Rights and Powers. With respect to all matters upon which
stockholders are entitled to vote or to which stockholders are
entitled to give consent, the holders of the outstanding shares of
the Common Stock shall be entitled to cast thereon one (1) vote in
person or by proxy for each share of the Common Stock standing in
his/her name;
(c) Dividends and Distributions
(i) Cash Dividends. Subject to the rights of holders of
Preferred Stock, holders of Common Stock shall be
entitled to receive such cash dividends as may be
declared thereon by the Board of Directors from time
to time out of assets of funds of the Corporation
legally available therefor;
(ii) Other Dividends and Distributions. The Board of
Directors may issue shares of the Common Stock in the
form of a distribution or distributions pursuant to a
stock dividend or split-up of the shares of the Common
Stock;
(iii) Other Rights. Except as otherwise required by the
Nevada Revised Statutes and as may otherwise be
provided in these Articles of Incorporation, each
share of the Common Stock shall have identical powers,
preferences and rights, including rights in
liquidation;
3. Preferred Stock The powers, preferences, rights, qualifications,
limitations and restrictions pertaining to the Preferred Stock, or any
series thereof, shall be such as may be fixed, from time to time, by the
Board of Directors in its sole discretion, authority to do so being hereby
expressly vested in such board.
4. Issuance of the Common Stock and the Preferred Stock. The Board of
Directors of the Corporation may from time to time authorize by resolution
the issuance of any or all shares of the Common Stock and the Preferred
Stock herein authorized in accordance with the terms and conditions set
forth in these Articles of Incorporation for such purposes, in such
amounts, to such persons, corporations, or entities, for such consideration
and in the case of the Preferred Stock, in one or more series, all as the
Board of Directors in its discretion may determine and without any vote or
other action by the stockholders, except as otherwise required by law. The
Board of Directors, from time to time, also may authorize, by resolution,
options, warrants and other rights convertible into Common or Preferred
stock (collectively "securities.") The securities must be issued for such
consideration, including cash, property, or services, as the Board or
Directors may deem appropriate, subject to the requirement that the value
of such consideration be no less than the par value if the shares issued.
Any shares issued for which the consideration so fixed has been paid or
delivered shall be fully paid stock and the holder of such shares shall not
be liable for any further call or assessment or any other payment thereon,
provided that the actual value of such consideration is not less that the
par value of the shares so issued. The Board of Directors may issue shares
of the Common Stock in the form of a distribution or distributions pursuant
to a stock divided or split-up of the shares of the Common Stock only to
the then holders of the outstanding shares of the Common Stock.
5. Cumulative Voting. Except as otherwise required by applicable law, there
shall be no cumulative voting on any matter brought to a vote of
stockholders of the Corporation.
Fifth: Adoption of Bylaws.
In the furtherance and not in limitation of the powers conferred by
statute and subject to Article Sixth hereof, the Board of Directors is
expressly authorized to adopt, repeal, rescind, alter or amend in any respect
the Bylaws of the Corporation (the "Bylaws").
Sixth: Shareholder Amendment of Bylaws.
Notwithstanding Article Fifth hereof, the bylaws may also be adopted,
repealed, rescinded, altered or amended in any respect by the stockholders of
the Corporation, but only by the affirmative vote of the holders of not less
than fifty-one percent (51%) of the voting power of all outstanding shares of
voting stock, regardless of class and voting together as a single voting
class.
Seventh: Board of Directors
The business and affairs of the Corporation shall be managed by and
under the direction of the Board of Directors. Except as may otherwise be
provided pursuant to Section 4 or Article Forth hereof in connection with
rights to elect additional directors under specified circumstances, which may
be granted to the holders of any class or series of Preferred Stock, the exact
number of directors of the Corporation shall be determined from time to time
by a bylaw or amendment thereto, providing that the number of directors shall
not be reduced to less that two (2). The directors holding office at the time
of the filing of these Articles of Incorporation shall continue as directors
until the next annual meeting and/or until their successors are duly chosen.
Eighth: Term of Board of Directors.
Except as otherwise required by applicable law, each director shall
serve for a term ending on the date of the third Annual Meeting of
Stockholders of the Corporation (the "Annual Meeting") following the Annual
Meeting at which such director was elected. All directors, shall have equal
standing.
Not withstanding the foregoing provisions of this Article Eighth each
director shall serve until his successor is elected and qualified or until his
death, resignation or removal; no decrease in the authorized number of
directors shall shorten the term of any incumbent director; and additional
directors, elected pursuant to Section 4 or Article Forth hereof in connection
with rights to elect such additional directors under specified circumstances,
which may be granted to the holders of any class or series of Preferred Stock,
shall not be included in any class, but shall serve for such term or terms
and pursuant to such other provisions as are specified in the resolution of
the Board or Directors establishing such class or series
Ninth: Vacancies on Board of Directors
Except as may otherwise be provided pursuant to Section 4 of Article
Forth hereof in connection with rights to elect additional directors under
specified circumstances, which may be granted to the holders of any class or
series of Preferred Stock, newly created directorships resulting from any
increase in the number of directors, or any vacancies on the Board of
Directors resulting from death, resignation, removal, or other causes, shall
be filled solely by the quorum of the Board of Directors. Any director elected
in accordance with the preceding sentence shall hold office for the remainder
of the full term of directors in which the new directorship was created or the
vacancy occurred and until such director's successor shall have been elected
and qualified or until such director's death, resignation or removal,
whichever first occurs.
Tenth: Removal of Directors
Except as may otherwise be provided pursuant to Section 4 or Article
Fourth hereof in connection with rights to elect additional directors under
specified circumstances, which may be granted to the holders of any class or
series of Preferred Stock, any director may be removed from office only for
cause and only by the affirmative vote of the holders of not less than fifty-
one percent (51%) of the voting power of all outstanding shares of voting
stock entitled to vote in connection with the election of such director,
provided, however, that where such removal is approved by a majority of the
Directors, the affirmative vote of a majority of the voting power of all
outstanding shares of voting stock entitled to vote in connection with the
election of such director shall be required for approval of such removal.
Failure of an incumbent director to be nominated to serve an additional term
of office shall not be deemed a removal from office requiring any stockholder
vote.
Eleventh: Stockholder Action
Any action required or permitted to be taken by the stockholders of the
Corporation must be effective at a duly called Annual Meeting or at a special
meeting of stockholders of the Corporation, unless such action requiring or
permitting stockholder approval is approved by a majority of the Directors, in
which case such action may be authorized or taken by the written consent of
the holders of outstanding shares of Voting Stock having not less than the
minimum voting power that would be necessary to authorize or take such action
at a meeting of stockholders at which all shares entitled to vote thereon were
present and voted, provided all other requirements of applicable law these
Articles have been satisfied.
Twelfth: Special Stockholder Meeting
Special meetings of the stockholders of the Corporation for any purpose
or purposes may be called at any time by a majority of the Board of Directors
or by the Chairman of the Board or the President. Special meeting may not be
called by any other person or persons. Each special meeting shall be held at
such date and time as is requested by the person or persons calling the
meeting, within the limits fixed by law.
Thirteenth: Location of Stockholder Meetings.
Meetings of stockholders of the Corporation may be held within or
without the State of Nevada, as the Bylaws may provide. The books of the
Corporation may be kelp (subject to any provision of the Nevada Revised
Statutes) outside the State of Nevada at such place or places as may be
designated from time to time by the Board of Directors or in the Bylaws.
Fourteenth: Private Property of Stockholders.
The private property of the stockholders shall not be subject to the
payment of corporate debts to any extent whatever and the stockholders shall
not be personally liable for the payment of the corporation's debts.
Fifteenth: Stockholder Appraisal Rights in Business Combinations.
To the maximum extent permissible under the Nevada Revised Statutes of
the State of Nevada, the stockholders of the Corporation shall be entitled to
the statutory appraisal rights provided therein, with respect to any business
Combination involving the Corporation and any stockholder (or any affiliate or
associate of any stockholder), which required the affirmative vote of the
Corporation's stockholders.
Sixteenth: Other Amendments.
The Corporation reserves the right to adopt, repeal, rescind, alter or
amend in any respect any provision contained in these Articles of
Incorporation in the manner now or hereafter prescribed by applicable law and
all rights conferred on stockholders herein granted subject to this
reservation.
Seventeenth: Term of Existence.
The Corporation is to have perpetual existence.
Eighteenth: Liability of Directors.
No director of this Corporation shall have personal liability to the
Corporation or any of its stockholders for monetary damages for breach of
fiduciary duty as a director or officers involving any act or omission of any
such director or officer. The foregoing provision shall not eliminate or limit
the liability of a director (i) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or, which involve intentional misconduct or a knowing violation
of law, (iii) under applicable Sections of the Nevada Revised Statutes, (iv)
the payment of dividends in violation of Section 78.300 of the Nevada Revised
Statutes or, (v) for any transaction from which the director derived an
improper personal benefit. Any repeal or modification of this Article by the
stockholders of the Corporation shall be prospective only and shall not
adversely affect any limitation on the personal liability of a director or
officer of the Corporation for acts or omissions prior to such repeal or
modification.
Nineteenth: Name and Address of first Directors and Incorporators.
The name and address of the incorporators of the Corporation and the
first Directors of the Board of Directors of the Corporation which shall be
one (1) in number is as follows:
DIRECTOR #1
Adam U. Shaikh, Esq.
3360 W, Sahara Suite 200
Las Vegas, NV 89102
I, Adam U. Shaikh, Esq., being the first director and Incorporator
herein before named, for the purpose of forming a corporation pursuant to the
Nevada Revised Statutes of the State of Nevada, do make these Articles, hereby
declaring and certifying that this is my act and deed and the facts herein
stated are true and accordingly have hereunto set my hand this 20th day of
April, 2000.
By: _______________________________
Adam U. Shaikh, Esq.
Verification
State Of Nevada
SS
County Of Clark
On this 20th day of April, 2000, before me, the undersigned, a Notary
Public in and for said State, personally appeared Adam U. Shaikh, Esq.
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person who subscribed his name to the Articles of Incorporation and
acknowledged to me that he executed the same freely and voluntarily and for
the use and purposes therein mentioned.
By: _______________________________
Notary Public in and for said
County and State
BYLAWS
OF
Backcountry.com, Inc.
Article I: Offices
The principal office of Backcountry.com, Inc. ("Corporation") in the
Sate of Nevada shall be located in Las Vegas, County of Clark. The
Corporation may have such other offices, either within or without the State
of Nevada, as the Board of Directors my designate or as the business of the
Corporation my require from time to time.
Article II: Shareholders
Section 1. Annual Meeting. The annual meeting of the shareholders
shall be held during the first ten (10) days in the month of June in each
year, or on such other date during the calendar year as may be designated by
the Board of Directors. If the day fixed for the annual meeting shall be a
legal holiday in the Sate of Nevada, such meeting shall be held on the next
succeeding business day. If the election of Directors shall be held on the
day designated herein for any annual meeting of the shareholders or at any
adjournment thereof, the Board of Directors shall cause the election to be
held at a special meeting of the shareholders as soon thereafter as
conveniently may be.
Section 2. Special Meetings. Special meetings of the shareholders,
for any purpose or purposes, unless otherwise prescribed by statute, may be
called by the President or by the Board of Directors, and shall be called by
the President at the request of the holders of not less than ten percent
(10%) of all the outstanding shares of the Corporation entitled to vote at
the meeting.
Section 3. Place of Meeting. The Board of Directors my designate any
place, either within our without the State of Nevada, unless otherwise
prescribed by statute, as the place of meeting for any annual meeting or for
any special meeting. A waiver of notice signed by all shareholders entitled
to vote at a meeting may designate any place, either within our without the
State of Nevada, unless otherwise prescribed by statute, as the place for the
holding of such meeting. If no designation is made, the place of meeting
shall be the principal office of the Corporation.
Section 4. Notice of Meeting. Written notice stating the place, day
and hour of the meeting and, in case of a special meeting, the purpose or
purposes for which the meeting is called, shall unless otherwise prescribed
by statute, be delivered not less than ten (10) nor more than sixty (60) days
before the date of 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. Closing of Transfer Books or Fixing of Record. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or shareholders entitled
to receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors of the
Corporation may provide that the stock transfer books shall be closed for a
stated period, but not to exceed in any case fifty (50) 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 fifteen (15) 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 such determination of
shareholders, such date in any case to be not more than thirty (30) 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 of 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.
Section 6. Voting Lists. The officer or agent having charge of the
stock transfer books for shares of the Corporation shall make a complete list
of shareholders entitled to vote at each meeting of shareholders or any
adjournment thereof, arranged in alphabetical order, with the address of and
the number of shares held by each. Such lists shall be produced and kept
open at the time and place of the meeting and shall be subject to the
inspection of any shareholder during the whole time of the meeting for the
purposes thereof.
Section 7. Quorum. A majority of the outstanding shares of the
Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. If less than a majority of
the outstanding shares are represented at a meeting, a majority of the shares
so represented may adjourn the meeting from time to time without further
notice. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted
at the meeting as originally noticed. The shareholders present at a duly
organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum.
Section 8. Proxies. At all meetings of shareholders, a shareholder
may vote in person or by proxy executed in writing by the shareholder or by
his or duly authorized attorney-in-fact. Such proxy shall be filed with the
secretary of the Corporation before or at the time of the meeting. A meeting
of the Board of Directors my be had by means of telephone conference or
similar communications equipment by which all persons participating in the
meeting can hear each other, and participation in a meeting under such
circumstances shall constitute presence at the meeting.
Section 10. Voting of Shares by Certain Holders. Shares standing in
the name of another Corporation may be voted by such officer, agent or proxy
as the Bylaws of such Corporation may prescribe or, in the absence of such
provision, as the Board of Directors of such Corporation may determine.
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 in 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 to
do so be contained in an appropriate order of the court by which such
receiver was appointed.
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 shall be entitled to vote the shares so
transferred.
Shares of its own stock belonging to the Corporation 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.
Section 11. Informal Action by Shareholders. Unless otherwise
provided by law, any action required to be taken at a meeting of the
shareholders, or any other action which may be taken at a meeting of the
shareholders, may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the shareholders
entitled to vote with respect to the subject matter thereof.
Article III: Board of Directors
Section 1. General Powers. The business and affairs of the
Corporation shall be managed by its Board of Directors.
Section 2. Number, Tenure and Qualifications. The number of Directors
of the Corporation shall be fixed by the Board of Directors, but in no event
shall be less than one ( 1 ). Each Director shall hold office until the next
annual meeting of shareholder and until his successor shall have been elected
and qualified.
Section 3. Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than this Bylaw immediately
after, and at the same place as, the annual meeting of shareholders. The
Board of Directors may provide, by resolution, the time and place for the
holding of additional regular meetings without notice other than such
resolution.
Section 4. Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the President or any two
Directors. The person or persons authorized to call special meetings of the
Board of Directors may fix the place for holding any special meeting of the
Board of Directors called by them.
Section 5. Notice. Notice of any special meeting shall be given at
least one (1) day previous thereto by written notice delivered personally or
mailed to each Director at his business address, or by telegram. If mailed,
such notice shall be deemed to be delivered when deposited in the United
Sates mail so addressed, with postage thereon prepaid. If notice be given by
telegram, such notice shall be deemed to be delivered when the telegram is
delivered to the telegraph company. Any Directors may waive notice of any
meeting. The attendance of a Director at a meeting shall constitute a waiver
of notice of such meeting, except where a Director attends a meeting for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.
Section 6. Quorum. A majority of the number of Directors fixed by
Section 2 of the Article III shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors, but if less than such
majority is present at a meeting, a majority of the Directors present may
adjourn the meeting from time to time without further notice.
Section 7. Manner of Acting. 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 8. Action Without a Meeting. Any action that may be taken by
the Board of Directors at a meeting may be taken without a meeting if a
consent in writing, setting forth the action so to be taken, shall be signed
before such action by all of the Directors.
Section 9. Vacancies. Any vacancy occurring in the Board 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, unless
otherwise provided by law. A Director elected to fill a vacancy shall be
elected for the unexpired term of his predecessor in office. Any
Directorship to be filled by reason of an increase in the number of Directors
may be filled by election by the Board of Directors for a term of office
continuing only until the next election of Directors by the shareholders.
Section 10. Compensation. By resolution of the Board of Directors,
each Director may be paid his expenses, if any, of attendance at each meeting
of the Board of Directors, and may be paid a stated salary as a Director or a
fixed sum for attendance at each meeting of the Board of Directors or both.
No such payment shall preclude any Director from serving the Corporation in
any other capacity and receiving compensation thereof.
Section 11. Presumption of Assent. A Director of the Corporation who
is present at a meeting of the Board of Directors at which action on any
corporate matter is taken shall be presumed to have assented to the action
taken unless his dissent shall be entered in the minutes of the meeting or
unless he shall file his written dissent to such action with the person
acting as the Secretary of the meeting before the adjournment thereof, or
shall forward such dissent by registered mail to the Secretary of the
Corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a Director who voted in favor of such action.
Article IV: Officers
Section 1. Number. The officers of the Corporation shall be a
President, one or more Vice Presidents, a Secretary and a Treasurer, each of
whom shall be elected by the Board of Directors. Such other officers and
assistant officers as may be deemed necessary may be elected or appointed by
the Board of Directors, including a Chairman of the Board. In its
discretion, the Board of Directors may leave unfilled for any such period as
it may determine any office except those of President and Secretary. Any two
or more offices may be held by the same person. Officers may be Directors or
shareholders of the Corporation.
Section 2. Election and Term of Office. The officers of the
Corporation to be elected by the Board of Directors shall be elected annually
by the Board of Directors at the first meeting of the Board of Directors held
after each annual meeting of the shareholders. If the election of officers
shall not be held at such meeting, such election shall be held as soon
thereafter as conveniently may be. Each officer shall hold office until his
successor shall have been duly elected and shall have qualified, or until his
death, or until he shall resign or shall have been removed in the manner
hereinafter provided.
Section 3. Removal. Any officer or agent may be removed by the Board
of Directors whenever, in its judgement, the best interests of the
Corporation will be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. Election
or appointment of an officer or agent shall not of itself create contract
rights, and such appointment shall be terminable at will.
Section 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the
Board of Directors for the unexpired portion of the term.
Section 5. President. The President shall be the principal executive
officer of the Corporation and, subject to the control of the Board of
Directors, shall in general supervise and control all of the business and
affairs of the Corporation. He shall, when present, preside at all meetings
of the shareholders and of the Board of Directors, unless there is a Chairman
of the Board, in which case the Chairman shall preside. He may sign, with
the Secretary or any other proper officer of the Corporation thereunto
authorized by the Board of Directors, certificates for shares of the
Corporation, any deed, mortgages, bonds, contract, or other instruments which
the Board of Directors has authorized to be executed, except in cases where
the signing and execution thereof shall be expressly delegated by the Board
of Directors or by there Bylaws to some other officer or agent of the
Corporation, or shall be required by law to be otherwise signed or executed;
and in general shall perform all duties incident to the office of President
and such other duties as may be prescribed by the Board of Directors from
time to time.
Section 6. Vice President. In the absence of the President or in the
event of his death, inability or refusal to act, the Vice President shall
perform the duties of the President, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the President. The
Vice President shall perform such other duties as from time to time may be
assigned to him by the President or by the Board of Directors, If there is
more than one Vice President, each Vice President shall succeed to the duties
of the President in order of rank as determined by the Board of Directors.
If no such rank has been determined, then each Vice President shall succeed
to the duties of the President in order of date of election, the earliest
date having the first rank.
Section 7. Secretary. The Secretary shall: (a) keep the minutes of
the Board of Directors in one or more minute books provided for the purpose;
(b) see that all notices are duly given in accordance with the provisions
of the Bylaws or as required by law; (c) be custodian of the corporate
records and of the seal of the Corporation and see that the seal of the
Corporation is affixed to all documents, the execution of which on behalf of
the Corporation under its seal is duly authorized; (d) keep a register of
the post office address of each shareholder which shall be furnished to the
Secretary by such shareholder; (e) sign with the President certificates for
share of the Corporation, the issuance of which shall have been authorized by
resolution of the Board of Directors; (f) have general charge of the stock
transfer books of the Corporation, and (g) in general perform all duties
incident to the office of the Secretary and such other duties as from time to
time may be assigned to him by the President or by the Board of Directors.
Section 8. Treasurer. The Treasurer shall: (a) have charge and
custody of and be responsible for all funds and securities of the
Corporation; (b) receive and give receipts for moneys due and payable to the
Corporation in such banks, trust companies or other depositories as shall be
selected in accordance with the provisions of Article VI of these Bylaws; and
(c) in general perform all of the duties incident to the office of Treasurer
and such other duties as from time to time may be assigned to him by the
President or by the Board of Directors. If required by the Board of
Directors, the Treasurer shall give a bond for the faithful discharge of his
duties in such sum and with such sureties as the Board of Directors shall
determine.
Section 9. Salaries. The salaries of the officers shall be fixed from
time to time by the Board of Directors, and no officer shall be prevented
from receiving such salary by reason of the fact that he is also a Director
of the Corporation.
Article V: Indemnity
Section 1. Definitions. For purposes of this Article, "Indemnitee"
shall mean each Director or Officer who was or is a party to, or is
threatened to be made a party to, or is otherwise involved in, any Proceeding
(as hereinafter defined), by reason of the fact that he or she is or was a
Director or Officer of this Corporation or is or was serving in any capacity
at the request of this Corporation as a Director, Officer, employee, agent,
partner, or fiduciary of, or in any other capacity for, another corporation,
partnership, joint venture, trust, or other enterprise. The term "Proceeding"
shall mean any threatened, pending or completed action or suit (including,
without limitation, an action, suit or proceeding by or in the right of this
Corporation), whether civil, criminal, administrative or investigative.
Section 2. Indemnification. Each Indemnitee shall be indemnified and
held harmless by this Corporation for all actions taken by him or her, and
for all omissions (regardless of the date of any such action or omission), to
the fullest extent permitted by Nevada law, against all expense, liability
and loss (including, without limitation, attorney fees, judgments, fines,
taxes, penalties, and amounts paid or to be paid in settlement) reasonably
incurred or suffered by the Indemnitee in connection with any Proceeding.
Indemnification pursuant to this Section shall continue as to an Indemnitee
who has ceased to be a Director or Officer and shall inure to the benefit of
his or her heirs, executors and administrators. This Corporation may, by
action of its Board of Directors, and to the extent provided in such action,
indemnify employees and other persons as though they were Indemnitees. The
rights to indemnification as provided in this Article shall be non-exclusive
of any other rights that any person may have or hereafter acquire under an
statute, provision of this Corporation's Articles of Incorporation or Bylaws,
agreement, vote of stockholders or Directors, or otherwise.
Section 3. Financial Arrangements. This Corporation may purchase and
maintain insurance or make other financial arrangements on behalf of any
person who is or was a Director, Officer, employee or agent of this
Corporation, or is or was serving at the request of this Corporation in such
capacity for another corporation, partnership, joint venture, trust or other
enterprise for any liability asserted against him or her and liability and
expenses incurred by him or her in such capacity, whether or not this
Corporation has the authority to indemnify him or her against such liability
and expenses.
The other financial arrangements which may be made by this Corporation
may include, but are not limited to, (a) creating a trust fund; (b)
establishing a program of self-insurance; (c) securing its obligation of
indemnification by granting a security interest or other lien on any of this
Corporation's assets, and (d) establishing a letter of credit, guarantee or
surety. No financial arrangement made pursuant to this section may provide
protection for a person adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable for intentional misconduct,
fraud, or a knowing violation of law, except with respect to advancing
expenses or indemnification ordered by a court. Any insurance or other
financial arrangement made on behalf of a person pursuant to this section may
be provided by this Corporation or any other person approved by the Board of
Directors, even if all or part of the other person's stock or other
securities is owned by this Corporation. In the absence of fraud:
(a) the decision of the Board of Directors as to the propriety of the
terms and conditions of any insurance or other financial arrangement
made pursuant to this section, and the choice of the person to provide
the insurance or other financial arrangement is conclusive; and
(b) the insurance or other financial arrangement is not void or
voidable; does not subject any Director approving it to personal
liability for his action; and even if a Director approving the
insurance or other financial arrangement is a beneficiary of the
insurance or other financial arrangement.
Section 4. Contract of Indemnification. The provisions of this
Article relating to indemnification shall constitute a contract between this
Corporation and each of its Directors and Officers, which may be modified as
to any Director or Officer only with that person's consent or as specifically
provided in this section. Notwithstanding any other provision of the Bylaws
relating to their amendment generally, any repeal or amendment of this
Article which is adverse to any Director or Officer shall apply to such
Director or Officer only on a prospective basis and shall not limit the
rights of an Indemnitee to indemnification with respect to any action or
failure to act occurring prior to the time of such repeal or amendment.
Notwithstanding any other provision of these Bylaws, no repeal or amendment
of these Bylaws shall affect any or all of this Article so as to limit or
reduce the indemnification in any manner unless adopted by (a) the unanimous
vote of the Directors of this Corporation then serving, or (b) the
stockholders as set forth in Article XII hereof; provided that no such
amendment shall have retroactive effect inconsistent with the preceding
sentence.
Section 5. Nevada Law. References in this Article to Nevada law or to
any provision thereof shall be to such law as it existed on the date these
Bylaws were adopted or as such law thereafter may be changed; provided that
(a) in the case of any change which expands the liability of an Indemnitee or
limits the indemnification rights or the rights to advancement of expenses
which this Corporation may provide, the rights to limited liability, to
indemnification and to the advancement of expenses provided in this
Corporation's Articles of Incorporation, these Bylaws, or both shall continue
as theretofore to the extent permitted by law; and (b) if such change permits
this Corporation, without the requirement of any further action by
stockholders or Directors, to limit further the liability of Indemnitees or
to provide broader indemnification rights or rights to the advancement of
expenses than this Corporation was permitted to provide prior to such change,
liability thereupon shall be so limited and the rights to indemnification and
advancement of expenses shall be so broadened to the extent permitted by law.
The Corporation shall indemnify its Directors, officers and employees as
follows:
Article VI: Contracts, Loans, Checks, and Deposits
Section 1. Contracts. The Board of Directors may authorize any office
or officers, agent or agents, to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the Corporation, and
such authority may be general or confined to specific instances.
Section 2. Loans. No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in its name
unless authorized by a resolution of the Board of Directors. Such authority
may be general or confined to specific instances.
Section 3. Checks, Drafts, etc. All checks, drafts or other orders
for the payment of money, notes or other evidences of indebtedness issued in
the name of the Corporation, shall be signed by such officer or officers,
agent or agents of the Corporation and in such manner as shall from time to
time be determined by resolution of the Board of Directors.
Section 4. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the
Corporation in such banks, trust companies or other depositories as the Board
of Directors may select.
Article VII: Certificates for Shares and Their Transfer
Section 1. Certificates for Shares. Certificates representing shares
of the Corporation shall be in such form as shall be determined by the Board
of Directors. Such certificates shall be signed by the President and by the
Secretary or by such other officers authorized by law and by the Board of
Directors so to do, and sealed with the corporate seal. All certificates for
shares shall be consecutively numbered or otherwise identified. The name and
address of the person to whom the shares represented thereby are issued, with
the number of shares and date of issue, shall be entered on the stock
transfer books of the Corporation. All certificates surrendered to the
Corporation for transfer shall be cancelled and no new certificate shall be
issued until the former certificate for a like number of shares shall have
been surrendered and cancelled, expect that in case of a lost, destroyed or
mutilated certificate a new one may be issued therefore upon such terms and
indemnity to the Corporation as the Board of Directors may prescribe.
Section 2. Transfer of Shares. Transfer of shares of the Corporation
shall be made only on the stock transfer books of the Corporation by the
holder of record thereof or by his legal representative, who shall furnish
proper evidence of authority to transfer, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary of
the Corporation, and on surrender for cancellation of the certificate for
such shares. The person in whose name shares stand on the books of the
Corporation shall be deemed by the Corporation to be the owner thereof for
all purposes, Provided, however, that upon any action undertaken by the
shareholder to elect S Corporation status pursuant to Section 1362 of the
Internal Revenue Code and upon any shareholders agreement thereto restricting
the transfer of said shares so as to disqualify said S Corporation status,
said restriction on transfer shall be made a part of the Bylaws so long as
said agreements is in force and effect.
Article VIII: Fiscal Year
The fiscal year of the Corporation shall begin on the 1st day of January
and end on the 31st day of December of each year.
Article IX: Dividends
The Board of Directors may from time to time declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and
upon the terms and condition provided by law and its Articles of
Incorporation.
Article X: 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
and the state of incorporation and the words "Corporate Seal."
Article XI: Waiver of Notice
Unless otherwise provided by law, whenever any notice is required to be
given to any shareholder or Director of the Corporation under the provision
of the Articles of Incorporation or under the provisions of the applicable
Business Corporation Act, a waiver thereof in writing, signed by the person
or persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.
Article XII: Amendments
These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted by the Board of Directors at any regular or special meeting of the
Board of Directors, or by the shareholder as any regular or special meeting
of the shareholders.
The above Bylaws are certified to have been adopted by the Board of
Directors of the Corporation on the 20th day of April, 2000.
Steve Robinson, Director
Special Power of Attorney
The undersigned constitute and appoint Steve Robinson their true
and lawful attorney-in-fact and agent with full power of substitution,
for him and in his name, place, and stead, in any and all capacities,
to sign any and all amendments, including post-effective amendments, to
this Form SB-2 Registration Statement, and to file the same with all
exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting such attorney-in-fact the
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully
and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that such attorney in-fact may
lawfully do or cause to be done by virtue hereof.
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:
Signature Title Date
__________________________________President______________________
Steve Robinson
__________________________________Secretary______________________
Charlie Thomas
DATE
Company
Address
Ladies and Gentlemen:
The undersigned, a beneficial owner of common stock of _______________ (the
"Company") with a par value of $.001, understands that the Company intends to
file with the U. S. Securities and Exchange Commission a registration
statement on Form SB-2 (the "Registration Statement"), for the registration
of the Company's Common Stock. As part of the disclosure included in the
Registration Statement, the Company has affirmatively stated that there will
be no trading of the Company's securities until such time as the Company
successfully implements its business plan as described in such Registration
Statement, consummating a merger or acquisition.
In order to insure that the aforesaid disclosure is adhered to, the
undersigned agrees, for the benefit of the Company, that he/she will not
offer to sell, assign, pledge, hypothecate, grant any option for the sale
of, or otherwise dispose of, directly or indirectly, any shares of Common
stock of the Company owned by him/her, or subsequently acquired through the
exercise of any options, warrants or rights, or conversion of any other
security or by reason of any stock split or other distribution of stock, or
grant options, warrants or rights, or conversion of any other security or by
reason of any stock split or other distribution of stock, or
grant options, rights or warrants with respect to any such shares of Common
Stock, until the Company successfully closes a merger or acquisition.
Furthermore, the undersigned will permit all certificates
evidencing his/her shares to be endorsed with the appropriate stop transfer
orders with the transfer agent of the Company. Furthermore, the undersigned
agrees that all certificates evidencing his/her shares will be held by
Shawn F. Hackman a P.C., legal counsel for the Company, who will hold the
certificates until the Company has completed a merger or acquisition.
Very truly yours,
