As filed with the Securities and Exchange Commission on September 19, 2000
File No. 333-36522
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 3
Form SB-1/A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
WHOLESALE ON THE NET, INC.
(Exact name of registrant as specified in its charter)
Nevada 522200 75-2823489
------------------ ----------------------- -----------------
(State or jurisdiction of (Primary Industrial I.R.S. Employer
incorporation or organization) Classification Code No.) Identification No.
1529 E. I-30, Suite 104, Garland, Texas 75043 (972) 303-0405
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(Address, including the ZIP code & telephone number, including area code of
Registrant's principal executive office)
Thomas N. Bieger
1529 E. I-30, Suite 104, Garland, Texas 75043 (972) 303-0405
--------------------------------------------------------------------------------
(Name, address, including zip code, and telephone number, including area code of
agent for service)
Copies to:
T. Alan Owen & Associates
Attorneys at Law
1112 East Copeland Road, Suite 420
Arlington, Texas 76011
(817) 460-4498
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
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CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C> <C>
Title of Each Amount Proposed Maximum Proposed Amount of
Class of Securities To be Offering Price Maximum Aggregate Registration
to be Registered Registered Per Unit Offering Price Fee
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Common Stock,
$0.001 par value
Minimum 200,000 $0.25 $ 50,000 $278
Maximum 4,000,000 $0.25 $1,000,000 $278
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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 the registration statement
shall hereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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Initial public offering
prospectus
Wholesale On The Net, Inc.
Minimum of 200,000 shares of common stock, and a
Maximum of 4,000,000 shares of common stock
$0.25 per share
We are making a best efforts offering to sell common stock in our company. The
offering will end on February 28, 2001 and should we not sell the minimum amount
and funds are returned to investors, no interest will be paid on these funds.
The Offering:
Per Share Minimum Maximum
--------- ------- -------
Public Price . . . $0.25 $ 50,000 $1,000,000
There is currently no market for our securities.
----------------------------
This investment involves a high degree of risk. You should purchase shares only
if you can afford a complete loss. See "Risk Factors" Beginning on Page 3.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of the prospectus. Any representation to the contrary is a
criminal offense.
-----------------------------
This Prospectus is dated August 23, 2000
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PROSPECTUS SUMMARY
OUR COMPANY
We were incorporated on June 30, 1999 in the State of Nevada. Our
principal executive offices are located at 1529 E. I-30, Suite 104, Garland,
Texas 75043, and our telephone number is 972-303-0405. We are engaged in the
sale of products over the internet. We currently sell framed art, water filters
and air filters and purifiers. Sales to date have been limited. We will focus
totally on sales of products over the internet by entering into agreements with
suppliers to provide us products where we can sell them wholesale over the
internet. The funds from this offering will allow us to begin advertising, make
strategic marketing alliances and make agreements with other suppliers in order
to increase sales. The minimum funds raised in this offering will take us to a
point where we reach the operating stage.
THE OFFERING
Minimum Maximum
--------- ---------
Common stock offered 200,000 4,000,000
Total shares outstanding after this offering 1,200,000 5,000,000
Officers, directors and their affiliates will not be able to purchase shares in
this offering.
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RISK FACTORS
You should carefully consider the risks described below and all other
information contained in this prospectus before making an investment decision.
We are a recently formed company, formed in the State of Nevada on June 30,
1999, with limited sales and losses that may continue for the foreseeable
future.
We have not achieved profitability and expect to continue to incur net losses
for the foreseeable future. We expect to incur significant operating expenses
and, as a result, will need to generate significant revenues to achieve
profitability, which may not occur. Even if we do achieve profitability, we may
be unable to sustain or increase profitability on a quarterly or annual basis in
the future. If we are unable to achieve profitability, your investment in our
common stock may decline or become worthless.
We rely on our sole officer for decisions and he will retain substantial control
over our business after the offering and may make decisions that are not in the
best interest of all stockholders.
Upon completion of this offering, our sole officer will, in the aggregate,
beneficially own approximately 50% (or 12% if maximum is sold) of the
outstanding common stock. In addition, stockholders who own more than 5% of our
common stock will own approximately 33.3% (or 8% if the maximum is sold). As a
result, our major stockholders will have the ability to control substantially
all the matters submitted to our stockholders for approval, including the
election and removal of directors and any merger, consolidation or sale of all
or substantially all of our assets. He will also control our management and
affairs. Accordingly, this concentration of ownership may have the effect of
delaying, deferring or preventing a change in control of us, impeding a merger,
consolidation, takeover or other business combination involving us or
discouraging a potential acquirer from making a tender offer or otherwise
attempting to take control of us, even if the transaction would be beneficial to
other stockholders. This in turn could materially cause the value of our stock
to decline or become worthless.
We may have to raise additional capital which may not be available or may be too
costly.
Our capital requirements are and will continue to be more than our operating
income. We do not have sufficient cash to indefinitely sustain operating losses.
Our potential profitability depends on our ability to generate and sustain
substantially higher net sales while maintaining reasonable expense levels. We
cannot assure you that we will be able to operate on a profitable basis or that
cash flow from operations will be sufficient to pay our operating costs. We
anticipate that the funds raised in this offering will be sufficient to fund
operations through June 2001. Thereafter, if we do not achieve profitability, we
will need to raise additional capital to finance our operations. We anticipate
seeking additional financing through debt or equity offerings. We cannot assure
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you that additional financing will be available to us, or, if available, any
financing will be on terms acceptable or favorable to us. If we need and cannot
raise additional funds, further development of our business, upgrades in our
technology, additions to our product lines may be delayed and we otherwise may
not be able to execute our business plan, all of which may have a material
adverse effect on our operations; if this happens, the value of your investment
will decline and may become worthless.
We may experience difficulties with our suppliers, we may experience delays, be
forced to purchase elsewhere at higher prices or lose customers.
We are dependent on two suppliers for 100% of products to us for shipment or to
drop ship products on our behalf on a timely basis. We do not produce our own
products and purchase inventory to ship only after we have received an order. It
is possible that events beyond our control may affect the ability of our
suppliers to deliver merchandise to us or to our customers. Any such event could
negatively affect our business since customer orders are often time-sensitive
and any delays by our suppliers could cause us to lose customers. If this
happens, the value of your investment will decline.
FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements. These
forward-looking statements are not historical facts but rather are based on
current expectations, estimates and projections about our industry, our beliefs
and our assumptions. Words such as "anticipates", "expects", "intends", "plans",
"believes", "seeks" and "estimates", and variations of these words and similar
expressions, are intended to identify forward-looking statements. These
statements are not guarantees of future performance and are subject to risks,
uncertainties and other factors, some of which are beyond our control, are
difficult to predict and could cause actual results to differ materially from
those expressed, implied or forecasted in the forward-looking statements. In
addition, the forward-looking events discussed in this prospectus might not
occur. These risks and uncertainties include, among others, those described in
"Risk Factors" and elsewhere in this prospectus. Readers are cautioned not to
place undue reliance on these forward-looking statements, which reflect our
management's view only as of the date of this prospectus.
PLAN OF DISTRIBUTION
This is a direct participation offering of the common stock of our
company and is being sold on our behalf by our sole officer and director, who
will receive no commission on such sales. All sales will be made by personal
contact by our sole officer and director, Thomas Bieger. We will not be mailing
our prospectus to anyone or soliciting anyone who is not personally known by Mr.
Bieger or introduced to Mr. Bieger and personally contacted by him. The common
stock will be sold by our sole officer and director, Thomas Bieger. The offering
price was determined arbitrarily and we will raise a minimum of $50,000 and a
maximum of $1,000,000. The funds will be held in escrow by an attorney until the
minimum amount is sold, at which time the funds will be released to the company
and stock certificates issued.
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The money we raise in this offering before the minimum amount is sold
will be held under an escrow agreement with T. Alan Owen & Associates, P.C.,
Attorneys at Law. Such funds will be refunded immediately if the minimum amount
is not sold by February 28, 2001.
Certificates for shares of common stock sold in this offering will be
delivered to the purchasers by Signature Stock Transfer, Inc., the stock
transfer company chosen by the company as soon as the minimum subscription
amount is raised.
USE OF PROCEEDS
The total cost of the minimum offering is estimated to be $15,278, or
$32,278 if the maximum is sold consisting primarily of legal, accounting and
blue sky fees. There are no agreements or arrangements in place as of the date
of this prospectus for participation of any broker dealers in this offering.
The following table sets forth how we anticipate using the proceeds
from selling common stock in this offering, reflecting the minimum and maximum
subscription amounts:
$50,000 $500,000 $1,000,000
Minimum Midpoint Maximum
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Legal, Accounting & Printing Expenses 8,000 12,000 25,000
Other Offering Expenses 7,278 7,278 7,278
Net Proceeds to Company 34,722 480,722 967,722
--------- -------- ----------
TOTAL $ 50,000 $500,000 $1,000,000
The following describes each of the expense categories:
o legal, accounting and printing expense amount is the estimated costs
associated with this offering;
o other offering expenses includes SEC registration fee, blue sky fees and
miscellaneous expenses with regards to this offering.
The following table sets forth how we anticipate using the net proceeds
to the company:
$50,000 $500,000 $1,000,000
Minimum Midpoint Maximum
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Development of website $ 10,000 $ 50,000 $ 100,000
Office equipment 4,000 46,000 64,000
Salaries -0- 78,000 172,000
Internet security -0- 27,000 27,000
Advertising our website 12,000 215,000 425,000
Agreements to add new products 5,000 30,000 70,000
General corporate overhead 3,722 34,722 109,722
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Proceeds to company $ 34,722 $ 480,722 $ 967,722
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We have a fully operational website which is our main asset. Our
internet sales activity is established operationally as we have has some sales,
but we need funds for expanding our website awareness and customer base. The
funds we raise in this offering will be used to upgrade, enhance and secure our
website and market our website so that we can expand our product line and our
internet visibility to attract more customers to our site. Additional products
will be added quickly after the close of this offering and, as volume of sales
increase, we will add employees to handle the administrative, receiving and
shipping activities that will come with an increase in sales. As our sales
increase to the point that we need a full time shipping and receiving person, we
should be profitable.
DESCRIPTION OF BUSINESS
We were incorporated in Nevada on June 30, 1999. The founder, Thomas
Bieger is our sole director, officer and employee and holds 600,000 shares of
common stock which we issued to him for $2,000, composed of $500 cash and $1,500
of his services.
We are in the business of selling products over the internet. We
currently have two categories of products available for sale, and will add more
categories as we make marketing agreements with suppliers. The categories we
currently offer are:
o Framed Art
o Water filters
As we have recently been organized, there exists very little historical
operating performance and minimal sales. All sales have been framed art.
Wholesaleonthenet.net is an internet based seller of various products.
Today we sell only artwork and water filters. It is the intention of the company
to expand its product offerings in the future as we enter into agreements with
suppliers of other products and can afford to place them on our website. We
currently are selling prints/artwork that are by a well know artist, Doris
Morgan. We plan to add additional high quality limited edition prints purchased
from publishers around the country. In addition, oil paintings and standard
prints are also available.
The use of the internet as a sales forum is a cost effective,
convenient method for a customer to make purchases. We allow our buyers
customers to bypass traditionally expensive, regionally fragmented
intermediaries and transact business on a 24-hour-a-day, seven-day-a-week basis.
We do not have to bear overhead expenses generally associated with traditional
storefront operations, customers thereby cutting out costly traditional
intermediaries, thus allowing for lower selling costs.
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Additionally, at this time we inventory no product because under our
agreements with suppliers, we purchase items to fill orders only after we have
received an order which we are able to do since currently all of our suppliers
are local. However, our agreements with our suppliers allow us to have them drop
ship under our name directly to our customers. This again reduces our overhead
since we have no need for inventory carrying cost.
MARKET ANALYSIS
---------------
The rise of the internet shows that there has been a change in the
environment for purchasing goods and services. Traditional methods are time
consuming and expensive, involving companies to carry large amounts of inventory
and customers having to personally visit the place of business to choose a
product.
According to Jupiter Communications, the internet has emerged as a
global medium allowing millions of people from all over the world to transact
business electronically. Additionally, Jupiter says that the unique interactive
and user friendly nature of the internet has led to its fast growth as a method
by which to buy and sell goods and services. Validating this trend is a recent
study by the Organization for Economic Cooperation and Development, predicting
that worldwide Internet commerce will grow to $1 trillion by 2005. It is the
belief of this company that internet retail purchases will grow by proportionate
amounts.
With repect to internet based retailing, Ernst & Young released a
report that their research found that consumers will do more of their shopping
online. The number of people doing at least half their online shopping will
increase by a factor of five. In 1998, only 4% of online shoppers did at least
50% of their holiday shopping online; in 1999 that number jumps to 19% of
shoppers. Conversely, the number of online consumers who have no plans to shop
online during the holidays dropped dramatically, from 49% to 11%.
In addition to this report by Ernst & Young, Anderson Consulting
reported nearly three- quarters (73%) of experienced web buyers ranked internet
shopping the highest in terms of overall satisfaction compared to brick and
mortar stores (60%) and catalogs (56%). Confirming these findings is research by
Cyber Dialogue in an examination of the past and future behavior of online
shoppers. More than 73% of the survey's respondents indicated they planned on
increasing their online purchasing during 2000, indicating increased importance
of driving return visitors to shopping sites.
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Marketing Strategy:
--------------------
Our marketing strategy is to promote our name and attract buyers to the
Wholesaleonthenet.net website. To attract users to our website, we historically
have relied primarily on word of mouth and being one of many "art" or "water
filter" companies that come up on search engines. Going forward, we are
contemplating sponsorship relationships with high traffic websites and
agreements with search engines so that our site will be near the top/front of
searches for our products. Future marketing programs will include the use of
strategic purchases of online advertising to place advertisements in areas in
which it believes it can reach its target audience. We will engage in a number
of marketing activities in traditional media such as advertising in print media
and at trade shows and other events. We also plan to advertise in a number of
targeted publications.
The market for product purchasing over the internet is new, rapidly
evolving and intensely competitive. In order to respond to changes in the
competitive environment, we may, from time to time, make pricing, service or
marketing decisions or acquisitions that could harm its business. We are not
bound by traditional geographic market boundaries. If a product can be delivered
by a shipping company such as UPS or Federal Express, we can be a viable source.
Growth Strategy:
----------------
Our objective is to be the leading provider of e-commerce purchased
framed and matted art and our other products. Key elements of our growth
strategy include:
o Partner with industry leaders to quickly acquire customers. We
intend to form strategic relationships with industry leaders
to rapidly acquire customers, build brand name recognition and
accelerate adoption of internet purchased artwork.
o Build and promote our brand. We intend to invest in building
brand awareness through a variety of marketing and promotional
techniques, both independently and in conjunction with our
strategic partners.
o Pursue multiple and recurring revenue streams. In addition to
wholesaling product line goods through our website, we intend
to expand those product offering to include other hard goods
which will not be constrained through inventory investment,
obsolescence, or falloff in demand as such goods will be
direct shipped from the manufacturer.
We plan to expand our e-commerce capability to include:
o Selling goods and services promoted to our advertisers'
storefronts
o Auctions
o Electronic marketplaces
o Exchanges
o Selling goods and services from our proprietary virtual store
We will receive either a fee per transaction, a percentage of sales
revenue or some other minimum guaranteed payment. This type of revenue sharing
or commission sharing relationship is typical of e-commerce transactions and
relationships on the Internet.
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Should we raise only a small amount in this offering we may only be
able to develop our website so that is it more user friendly and visually
appealing. A visually appealing website is not sufficient in and of itself to
generate sales, and we may not have funds to market our website to generate
sales; if this happens your investment may become worthless.
Operations and Technology
-------------------------
We have built a robust, but basic transaction processing system. Our
system handles all aspects of the sales process. The market in which we compete
is characterized by rapidly changing technology, evolving industry standards,
frequent new service and product announcements, introductions and enhancements
and changing customer demands. Accordingly, our future success will depend on
its ability to adapt to rapidly changing technologies, to adapt its services to
evolving industry standards and to continually improve the performance, features
and reliability of its service in response to competitive service and product
offerings and evolving demands of the marketplace.
Competition
-----------
We compete with a number of other companies and we expect competition
to intensify in the future. Barriers to entry are relatively low, and current
and new competitors can launch new sites at a relatively low cost using
commercially available software.
The market in which the company competes is characterized by rapidly
changing technology, evolving industry standards, frequent new service and
product announcements, introductions and enhancements and changing customer
demands. Accordingly, the company's future success will depend on its ability to
adapt to rapidly changing technologies, to adapt its services to evolving
industry standards and to continually improve the performance, features and
reliability of its service in response to competitive service and product
offerings and evolving demands of the marketplace.
Additional information:
-----------------------
We have made no public announcements to date and have no additional or
new products or services. In addition:
o we don't intend to spend funds in the field of research and
development;
o no money has been spent or is contemplated to be spent on
customer sponsored research activities relating to the
development of new products, services or techniques;
o we don't anticipate spending funds on improvement of existing
products, services or techniques;
o as of the filing date, we have no paid employees. As necessary
due to lease volume, work load, and the like, employees will
be brought on board;
o we do not expect nor have we encountered any material effect
from the discharge of materials, environmental agencies,
capital expenditures for environmental control facilities, nor
does it anticipate having to deal with any such issue in the
future; and no segmented data is required for this offering.
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PLAN OF OPERATIONS
Following is our plan of operations based upon the amount of capital we
raise in this offering. We are engaged in selling items over the internet. We
have developed marketing arrangements with companies that manufacture or
distribute products whereby we purchase the products only when we get an order.
Since these companies are local to us, we can receive an order and fill it
within twenty-four hours so at this time we do not have to invest funds in
inventory. As we develop other marketing relationships we may not find suppliers
that are local and therefore we will have to start carrying inventory or have
them drop ship the products to the customer on our behalf. We believe that we
will be able to add new products that we purchase locally for the first year or
longer.
Since we do not carry an inventory at this time, we purchase the goods
only when we have an order and therefore book the sale of the product and the
purchase of the product. Should we start carrying items where the manufacturer
drop ships the product for us, we will record as income only the amount
represented by the difference between what we sell the product for and the
amount it costs us.
We plan to add products by determining:
o what product or products we think would compliment the
audience we are targeting;
o the percentage profit we can make on each product taking into
account the cost for shipping and handling - smaller items
will take less shipping and handling and therefore we should
be able to make more on the shipping and handling charges;
o if we can purchase the product locally and if we can arrange a
backup supplier for the product; and
o the likelihood of using the our product mix, including the new
product(s), in cross marketing relationships whereby we can
increase the traffic to our site and therefore the possibility
of additional sales.
Assuming we raise the minimum amount in this offering, we will:
o use part of the funds to develop our website so that it is
more appealing and easier to use as well as buying some more
sophisticated equipment to take the pictures and capture more
of a real life image.
o purchase office equipment, mostly computers, to handle the
increased sales traffic.
o add additional products and start developing cross marketing
relationships with other websites and even pay search engines
or other companies fees to ensure that our website shows among
the top fifteen (15) or thirty (30) on particular searches
i.e. "artwork".
o the balance of the funds will be used for general corporate
overhead.
We will not pay salaries until such time as we are generating revenue
from sales since our president will be able to supply all labor we need until we
generate revenue from sales. Our overhead will be minimal because we will be
using the resources of our president. We will continue a shared relationship
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with the president until our activity becomes too great for those facilities
although the facilities should be sufficient for at least a year since the space
will allow us to warehouse merchandise if necessary and has enough office space
for us to have up to five employees. As of the date of this filing, we have no
marketing or advertising arrangements in place. Although we will not have to
raise any funds in the next six months if we should we raise only the minimum
offering, our growth will be slower, we will not add as many products, and our
marketing efforts will have to be targeted to specific groups based upon our
product mix. We believe that as we add products, advertise and market our
website, that we will be successful in generating sales.
Assuming we raise $500,000 in this offering, a midpoint between the
minimum and maximum, we will work the same way as if we raised the minimum,
except that we will do more marketing and do it on a bigger scale. In addition,
we will institute 'weekly specials' which will be similar to closeouts, where a
company will want to reduce certain inventory as a reduced rate. Of course,
these could change at a moments notice. With the funds we raise in this midpoint
offering, we will:
o develop our website as described in the use of funds for the
minimum proceeds;
o increase the marketing and advertising for our website by
entering into more cross marketing agreements and agreements
to put our site at the top of search engine lists;
o hire and pay salaries for employees who will handle the sales
orders, purchasing, receiving and shipping of the products. At
this level, we expect we will have three to four employees to
handle these functions;
o add security to our website in order to ensure that customers
information is kept confidential;
o purchase office equipment for our employees, most of which
will be in computers and servers; and
o the balance of the funds will be used for general corporate
overhead.
Assuming we raise the maximum offering which would result in proceeds
to the company of $967,722, with which we should be able to do a significant
'makeover' on our website while still having what we believe to be adequate
funds to launch a major marketing effort. This will include banners on other
websites, payment to companies or search engines to guarantee our site coming up
near the top of the search lists, and efforts to provide to large groups i.e.
corporations and/or organizations, discounts to their employees/groups for
places on their corporate sites or brochures. Those brochures may be on the
internet or be regular printed brochures. If we raise the maximum amount in this
offering, we will not need to raise additional funds in the next six months; we
will be able to generate a significant marketing program to direct traffic to
our website, and be able to create a more diversified range of products to
appeal to every kind of buyer.
The funds we raise in the maximum offering will be used for:
o develop our website as described in the preceding paragraph;
o add security to our website to protect our customers
information;
o purchase office equipment, most of cost being used to purchase
computers and servers to handle the additional sales activity;
and
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o pay salaries for employees who will handle the products as we
purchase and sell, and handle the administrative functions of
the company;
o advertise and promote our website in order to attract more
buyers to our website. This will be done through cross
marketing agreements with other websites, internet tools that
make it easier for potential customers entering 'key words' on
search engines to be directed to us;
o add more products through targeting products and entering into
agreements with suppliers; and
o the balance of the funds will be used for general corporate
overhead.
We believe the key to building a profitable internet based sales
company is to provide many products, at a fair price, without having to
inventory any of them.
DESCRIPTION OF PROPERTY
Our corporate facilities are shared with our sole officer and director
which includes the use of telephones and equipment for $200.00 per month which
is donated to the company at this time. This arrangement will continue until we
close our offering at which time we will pay $200.00 per month. This arrangement
will continue until such time as the company needs and can afford to lease its
own office facilities.
We also lease space on an internet service provider's server based upon
the amount of memory we use. At the present time we pay $32.50 per month. This
amount will increase as we use more space on the server.
MANAGEMENT OF THE COMPANY
The directors and officers of the company, their ages and principal
positions are as follows:
Name Age Position
--------------------------------------------------------------------------------
Thomas Bieger 38 President; Secretary and Director
Background of Directors and Executive Officers:
Thomas Bieger. Mr. Bieger formed the company and at this time is its only
officer and director. His term as a director expires in May 2000. He graduated
in 1999 from Palmers Green University, London, England with a doctorate in
Environmental Science and Engineering. From 1981 to the present he has operated
Thomas Services, a State licensed environmental and indoor air quality
consulting and service company.
Mr. Bieger's business affiliations during the last five years follow:
Trustee - Fresh Air Foundation - 1999 to the present.
Manager - Baronger Enterprises, LLC - 1997 to the present.
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Initially, Mr. Bieger will not spend full time on the activities of the
company since his current activities would take up some of his time. These
activities include the industrial service firm he owns and oversees at this
time. He can devote more and more time to the activities of the company as time
goes on since his employees can run the environmental and air quality service
company and Mr. Bieger can step aside from those responsibilities at any time.
Initially, he expects to spend twenty hours per week and increase that weekly
time as the activities of the company require. Mr. Bieger is prepared to devote
himself full time to the success of the company. We do not contemplate any
dealings between the two companies.
DIRECTOR AND EXECUTIVE COMPENSATION
Our sole officer and director has received no compensation other than
the 450,000 shares of common stock he received for services in July 1999 and has
no employment contract with the company.
Name of Person Capacity in which he served Aggregate
Receiving compensation to receive remuneration remuneration
--------------------------------------------------------------------------------
Thomas Bieger President, Secretary 450,000 shares
and Treasurer of common stock
The common stock was issued soon after formation of the company and it
is impracticable to determine the cash value. The stock was issued over six
months ago for services performed which we cannot estimate the value since that
work continues through the filing and effectiveness of this registration
statement, with no other compensation to be granted for the work done on this
filing.
As of the date of this offering, there are no plans to pay any
remuneration to anyone in or associated with the company. When the company has
funds and/or revenue, the board of directors will determine any remuneration at
that time.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
We have retained the same accountant, Charles E. Smith, as our
independent certified public accountant since our inception on June 30, 1999. We
have had no disagreements with him on accounting and disclosure issues.
DIRECTORS' AND OFFICERS' INDEMNIFICATION AND INSURANCE
Our Articles of Incorporation and our Bylaws limit the liability of
directors to the maximum extent permitted by Nevada law. We carry no director or
executive liability insurance.
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PRINCIPAL SHAREHOLDERS
The following table lists the officers, directors and stockholders who,
at the date hereof, own of record or beneficially, directly or indirectly, more
than 10% of the outstanding common stock, and all officers and directors of the
company:
Name and Address Amount owned
Title of Owner before offering Percent
-----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
President, Secretary Thomas Bieger 600,000 60.00%
and Director 1529 E. I-30
Suite 104
Garland, Texas 75043
N/A Crown Preston Group 200,000 20.00%
Gary Pilant
9010 Clayco
Dallas, Texas 75243
N/A Designer Art, LLC 200,000 20.00%
David Austin
8925 Sterling, Suite 120
Irving, Texas 75063
--------- --------
Total 1,000,000 100.00%
After offering: Minimum 1,000,000 83.33%
--------------
Maximum 1,000,000 20.00%
</TABLE>
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
In July 1999, the president of the company received 600,000 shares of
common stock which we issued to him for $2,000, composed of $500 cash and $1,500
of his services.
As of the date of this filing, there are no agreements or proposed
transactions, whether direct or indirect, with anyone, but more particularly
with any of the following:
o a director or officer of the issuer;
o any principal security holder;
o any promoter of the issuer;
o any relative or spouse, or relative of such spouse, of the
above referenced persons.
14
<PAGE>
SUMMARY FINANCIAL DATA
The following table sets forth certain of our summary financial
information. This information should be read in conjunction with the financial
statements and notes thereto appearing elsewhere in this prospectus.
Audited Audited
Balance Sheet: June 30, 2000 June 30, 1999
-------------------- ---------------- -------------
Working Capital $ 853 $ -0-
Total Assets $17,208 $ -0-
Total Liabilities $ 1,518 $ -0-
Stockholders' Equity $15,690 $ -0-
June 30,1999 (date
of inception) to
Statement of Operations: June 30, 2000 June 30, 1999
------------------------ --------------- -------------
Revenue $ 3,799 $ -0-
Cost of Sales $ 2,938 $ -0-
Operating Expense $ 9,583 $ -0-
Operating Income (Loss) $(8,722) $ -0-
Other Income $ 12 $ -0-
Net Income (Loss) $(8,710) $ -0-
DIVIDEND POLICY
To date, we have not declared or paid any dividends on our common
stock. We do not intend to declare or pay any dividends on our common stock in
the foreseeable future, but rather to retain any earnings to finance the growth
of our business. Any future determination to pay dividends will be at the
discretion of our board of directors and will depend on our results of
operations, financial condition, contractual and legal restrictions and other
factors it deems relevant.
CAPITALIZATION
The following table sets forth our capitalization as of June 30, 2000.
Our capitalization is presented on:
o an actual basis;
o a pro forma basis to give effect to net proceeds from the sale
of the minimum number of shares (200,000) we plan to sell in
this offering; and
o a pro forma basis to give effect to the net proceeds from the
sale of the maximum number of shares (4,000,000) we plan to
sell in this offering.
15
<PAGE>
After After
Actual Minimum Maximum
June 30, 2000 Offering Offering
------------- -------- --------
Stockholders' equity
Common Stock, $0.001 par value;
25,000,000 shares authorized; 1,000 1,200 5,000
Additional Paid In Capital 23,400 57,922 987,122
Retained deficit ( 8,710) ( 8,710) ( 8,710)
Total Stockholders' Equity 15,690 50,412 983,412
Total Capitalization 15,690 50,412 983,412
Number of shares outstanding 1,000,000 1,200,000 5,000,000
The company has only one class of stock outstanding. The common stock
sold in this offering will be fully paid and non assessable, having voting
rights of one vote per share, have no preemptive or conversion rights, and
liquidation rights as is common to a sole class of common stock. The company has
no sinking fund or redemption provisions on any of the currently outstanding
stock and will have none on the stock sold in this offering.
DILUTION
If you purchase the common stock, you will experience an immediate and
substantial dilution in the pro forma net tangible book value of the common
stock from the initial offering price.
The pro forma net tangible book value of the common stock as of June 30, 2000
was $15,690 or $0.02 per share. Pro forma net tangible book value per share is
equal to our total tangible assets, less total liabilities, divided by the
number of shares of common stock outstanding.
After giving effect to the sale of common stock offered by us in this offering,
and the receipt and application of the estimated net proceeds therefrom (at an
assumed initial public offering price of $0.25 per share, after deducting the
underwriting discounts and commissions, and estimated offering expenses), our
pro forma tangible book value as of June 30, 2000 would have been approximately
$50,412 or $0.04 per share, if the minimum is sold, and $983,412 or $0.20 per
share, if the maximum is sold.
This represents an immediate increase in net tangible book value per common
share to our current stockholders and an immediate and substantial dilution to
new stockholders purchasing shares in this offering. The decrease in net
tangible book value is:
o $41,598 or $0.21 per share if we sell the minimum number of
shares (200,000) in this offering; and
o $213,270 or $0.05 per share if we sell the maximum number of
shares (4,000,000) in this offering.
The following table illustrates this per share dilution:
--------------------------------------------------------
Minimum Maximum
Assumed initial public offering price $0.25 $0.25
Pro forma net tangible book value as of June 30, 2000 $0.02 $0.02
16
<PAGE>
<TABLE>
<CAPTION>
Pro forma net tangible book value after this offering $0.04 $0.20
Increase attributable to new stockholders: $0.02 $0.18
Pro forma net tangible book value
as of June 30, 2000 after this offering $0.04 $0.20
Decrease to new stockholders ($0.21) ($0.05)
Percentage dilution to new stockholders 84 % 20 %
The following table summarizes on a pro forma basis as of June 30,
2000, shows the differences between the number of shares of common stock
purchased, the total consideration paid and the total average price per share
paid by the existing stockholders and the new investors purchasing shares of
common stock in this offering:
Minimum offering
----------------
Number Percent Average
of shares of shares Amount Percent price per
owned owned paid paid share
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Current
shareholders 1,000,000 83.3 $ 22,000 30.55 $ 0.02
New investors 200,000 16.7 $ 50,000 69.45 $ 0.25
=============================================================================================================
Total 1,200,000 100.0 $ 72,000 100.00
Maximum offering
----------------
Number Percent Average
of shares of shares Amount Percent price per
owned owned paid paid share
-------------------------------------------------------------------------------------------------------------
Current
shareholders 1,000,000 20.0 $ 22,000 2.15 $ 0.02
New investors 4,000,000 80.0 $1,000,000 97.85 $ 0.25
=============================================================================================================
Total 5,000,000 100.0 $1,022,000 100.00
</TABLE>
DESCRIPTION OF COMMON STOCK
We have authorized capital in our company consisting of 25,000,000
shares of common stock, $0.001 par value per share. As of June 30, 2000, there
were 1,000,000 shares of common stock issued and outstanding.
17
<PAGE>
Every investor who purchases common stock is entitled to one vote at
meetings of the shareholders of the company and to participate equally and
ratably in any dividends declared by us and in any property or assets that may
be distributed by us to the holders of common stock in the event of a voluntary
or involuntary liquidation, dissolution or winding up of the company.
The existing stockholders have no preemptive rights to purchase common
stock offered for sale by us, and no right to cumulative voting in the election
of our directors.
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Under the Nevada Revised Statutes of the State of Nevada, we have broad
powers to indemnify our officers and directors against liabilities they may
incur in such capacities. Our bylaws also provide for mandatory indemnification
of our directors and executive officers to the fullest extent permissible under
Nevada law.
Our certificate of incorporation provides that the liability of our
officers and directors for monetary damages shall be eliminated to the fullest
extent permissible under Nevada law, which includes elimination of liability for
monetary damages for defense of civil or criminal actions. The provision does
not affect a director's responsibilities under any other laws, such as the
federal securities laws or state or federal environmental laws.
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.
We have no underwriting agreement and therefore no provision for
indemnification of officers and directors in an underwriting by a broker dealer.
LEGAL PROCEEDINGS
We are not involved in any legal proceedings at this time.
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
There are no special federal tax implications associated with this
business enterprise.
18
<PAGE>
LEGAL MATTERS
Certain matters relating to the legality of the common stock offered
hereby will be passed upon for the company by T. Alan Owen & Associates P.C.,
Attorneys at Law, 1112 East Copeland Road, Suite 420, Arlington, Texas 76011.
EXPERTS
The financial statements as of June 30, 2000, and for the twelve months
ended June 30, 2000, and for the period from inception (June 30, 1999) to June
30, 1999 of the company included in this prospectus have been audited by Charles
E. Smith, independent certified public accountant, as set forth in his report.
The financial statements have been included in reliance upon the authority of
him as an expert in accounting and auditing.
TRANSFER AGENT
We will serve as our own transfer agent and registrar for the common
stock until such time as our registration on Form SB-1 is effective and then we
intend to retain Signature Stock Transfer, Inc., 14675 Midway Road, Suite 221,
Dallas, Texas 75244.
19
<PAGE>
Charles E. Smith
Certified Public Accountant
709-B West Rusk
Suite 580
Rockwall, Texas 75087
TELEPHONE (214) 212-2307
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Shareholders
of Wholesale On The Net, Inc.
I have audited the accompanying balance sheets of Wholesale On The Net,
Inc. as of June 30, 2000 and 1999, and the related statements of operations,
stockholders' equity and accumulated deficit, and cash flows for the twelve
months ended June 30, 2000 and period from inception (June 30, 1999) to June 30,
1999. These financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on these financial
statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Wholesale On The
Net, Inc. as of June 30, 2000 and 1999, and the results of operations and its
cash flows for the twelve months ended June 30, 2000, the period from inception
(June 30, 1999) to June 30, 1999 in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As described in Note F to the
financial statements the Company is a start up enterprise and presently does not
have capital resources which raises doubt about the Company's ability to
continue as a going concern. The financial statements do not include any
adjustment that might arise from the outcome of this uncertainty.
Charles E. Smith
Rockwall, Texas
July 10, 2000
F-1
<PAGE>
<TABLE>
<CAPTION>
WHOLESALE ON THE NET, INC.
BALANCE SHEETS
June 30, 2000 and 1999
ASSETS
June 30, 2000 June 30, 1999
---------------- ----------------
<S> <C> <C>
CURRENT ASSETS:
Cash $853 $0
PROPERTY AND EQUIPMENT:
Equipment (net of accumulated depreciation of $6) 244
Website (net of accumulated amortization of $3,889) 16,111
---------------- ----------------
TOTAL ASSETS $17,208 $0
================ ================
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Advances from officer $1,518 $0
---------------- ----------------
TOTAL CURRENT LIABILITIES 1,518 0
STOCKHOLDERS' EQUITY
Common stock, $0.001 par value 1,000 0
Additional paid-in-capital 23,400 0
Accumulated Deficit (8,710) 0
---------------- ----------------
Total Stockholders' Equity 15,690 0
---------------- ----------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $17,208 $0
================ ================
</TABLE>
See accompanying notes F-2
<PAGE>
WHOLESALE ON THE NET, INC.
STATEMENT OF OPERATIONS
Twelve months ended June 30, 2000, and
Period from Inception (June 30, 1999) toJune 30, 1999
Period from
Inception
Twelve months (June 30, 1999)
ended to
June 30, 2000 June 30, 1999
---------------- ----------------
REVENUE:
Sales 3,799 $0
---------------- ----------------
Total revenue $3,799 $0
COST OF SALES: 2,938 0
---------------- ----------------
GROSS PROFIT 861 0
OPERATING EXPENSE:
Depreciation and amortization 3,895 0
Rent - related party 2,400 0
Consulting - related party 1,500 0
General and administrative 1,788 0
---------------- ----------------
Total Operating Expense 9,583 0
---------------- ----------------
INCOME FROM OPERATIONS (8,722) 0
OTHER INCOME:
Interest income 12 0
---------------- ----------------
NET LOSS ($8,710) $0
================ ================
Weighted average shares outstanding 1,000,000 0
================ ================
LOSS PER SHARE ($0.01) ($0.00)
================ ================
See accompanying notes F-3
<PAGE>
<TABLE>
<CAPTION>
WHOLESALE ON THE NET, INC.
STATEMENT OF STOCKHOLDERS' EQUITY AND ACCUMULATED DEFICIT
Period from inception (June 30, 1999) to June 30, 2000
Common Paid In Accumulated
Shares Amount Capital Deficit Total
-------------------------------------------------------------- ----------------
<S> <C> <C> <C> <C> <C>
Balance,
June 30, 1999
(date of inception) -0- -0- -0- -0- -0-
Shares issued on July 1, 1999 for:
Cash 150,000 150 350 500
Services 450,000 450 1,050 1,500
August 27, 1999 for:
Cash 150,000 400 19,600 20,000
Paid in capital by officer (rent) 2,400 2,400
Net Loss (8,710) (8,710)
-------------------------------------------------------------- ----------------
Balance
June 30, 2000 750,000 $1,000 $23,400 ($8,710) $15,690
============================================================== ================
</TABLE>
See accompanying notes F-4
<PAGE>
<TABLE>
<CAPTION>
WHOLESALE ON THE NET, INC.
STATEMENT OF CASH FLOWS
Twelve months ended June 30, 2000, and
Period from Inception (June 30, 1999) to June 30, 1999
Period from
Inception
Twelve months (June 30, 1999)
ended to
June 30, 2000 June 30, 1999
---------------- ----------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ($8,710) $0
Adjustments to reconcile net loss to net
cash (used) by operating activities:
Items not requiring cash - depreciation 3,895
Items not requiring cash - stock issued for services 1,500
Increase in current liabilities 1,518
---------------- ----------------
NET CASH (USED) BY OPERATING ACTIVITIES: (1,797) 0
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of assets (20,250) 0
CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of common stock 20,500 0
Paid in capital by officer 2,400
---------------- ----------------
Total cash flows from financing activities 22,900 0
---------------- ----------------
NET INCREASE IN CASH $853 $0
CASH, BEGINNING OF PERIOD 0 0
---------------- ----------------
CASH, END OF PERIOD $853 $0
================ ================
</TABLE>
See accompanying notes F-5
<PAGE>
WHOLESALE ON THE NET, INC.
NOTES TO FINANCIAL STATEMENTS
June 30, 2000
Note A - Nature of Business and Summary of Significant Accounting Policies:
---------------------------------------------------------------------------
History: The Company was organized June 30, 1999 under the name of Wholesale On
The Net, Inc. in the State of Nevada. The Company's business plan outlines its
plan of operations which is to sell products over the internet.
Basis of Accounting:
It is the Company's policy to prepare its financial statements on the accrual
basis of accounting in conformity with generally accepted accounting principles.
Sales are recorded as income in the period in which they are earned and expenses
are recognized in the period in which the related liability is incurred.
Revenue Recognition:
--------------------
Revenue is recognized when goods are shipped and invoiced. The Company will
purchase goods and resell them; on these items revenue is booked at the full
sales price and the respective cost of sales recorded. On items that are drop
shipped by a manufacturer directly to a customer, the sale price less the cost
of the item is recorded as income.
Cash and Cash Equivalents:
--------------------------
For purposes of the statement of cash flows, the Company considers all highly
liquid debt instruments with a maturity of three months or less to be cash
equivalents.
Loss per Common Share:
----------------------
Loss applicable to common share is based on the weighted average number of
shares of common stock outstanding during the year.
Accounting Estimates:
---------------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make certain estimates and
assumptions that affect the amount reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
Income Tax:
-----------
The Company is subject to the greater of federal income taxes computed under the
regular system or the alternative minimum tax (ATM) system. The Company uses an
asset and liability approach for the accounting and financial reporting of
income tax. Under this method, deferred tax assets and liabilities are
determined based on temporary differences between the financial carrying amounts
and the tax bases of assets and liabilities using enacted tax rates in effect in
the years in which the temporary differences are expected to reverse.
F-6
<PAGE>
WHOLESALE ON THE NET, INC.
NOTES TO FINANCIAL STATEMENTS
June 30, 2000
Note B - Web site:
------------------
The Company's primary asset is its web site which is the center of its
operational and income generating activities for which it paid $20,000. The cost
of the web site is being amortized over three years starting in December 1999
when it was completed.
Note C - Advances from officer:
-------------------------------
During the period from inception ( June 30, 1999) through June 30, 2000, the
President paid expenses ($1027 for product, $70 for domain registration, $331
for shipping and $90 for office supplies) on behalf of the Company for which he
has not been repaid. The Company does not owe interest on these advances, and
the advances are to be repaid when the Company makes a profit from operations.
These amounts have been recorded as a current liability.
Note D - Stockholders' Equity:
------------------------------
Common Stock:
-------------
The Company is authorized to issue 25,000,000 common shares of stock at a par
value of $0.001 per share. These shares have full voting rights. At June 30,
2000 and June 30, 1999, there were 1,000,000 and zero shares outstanding
respectively.
The Company has not paid a dividend to its shareholders.
Note E - Income Taxes:
----------------------
The Company had a net operating loss of $3,022 for the period presented. No
deferred tax asset has been recognized for the operating loss as any valuation
allowance would reduce the benefit to zero.
Note F - Going Concern:
----------------------
The Company has minimal capital resources available to meet obligations expected
to be incurred given that it is a start up enterprise. Accordingly, the
Company's continued existence is dependent upon the successful operation of the
Company's plan of operations, selling common stock in the Company, or obtaining
financing. Unless these conditions among others are met, the Company may be
unable to continue as a going concern.
F-7
<PAGE>
No dealer, salesman or any other person has been authorized to give any
quotation or to make any representations in connection with the offering
described herein, other than those contained in this prospectus. If given or
made, such other information or representation'; must not he relied upon as
having been authorized by the company or by any underwriter. This prospectus
does not constitute an offer to sell, or a solicitation of an otter to buy any
securities offered hereby in any jurisdiction to any person to whom it is
unlawful to make such an offer or solicitation in such jurisdiction.
TABLE OF CONTENTS
Prospectus Summary 2
Corporate Information 2
Risk Factors 3
Forward Looking Statements 4
Plan of Distribution 4
Use of Proceeds 5
Description of Business 6
Plan of Operations 10
Description of Property 12
Management of the Company 12
Director and Executive Compensation 12
Changes in and Disagreements with Accountants 13
Director's and Officers' Indemnification and Insurance 13
Principal Shareholders 13
Interest of Management and Others in Certain Transactions 14
Summary Financial Data 14
Dividend Policy 15
Capitalization 15
Dilution 16
Description of Common Stock 17
Legal Proceedings 17
Certain Federal Income Tax Considerations 18
Legal Matters 18
Experts 18
Transfer Agent 18
Financial Statements F-1
Until the (90th day after the later of (1) the effective date of the
registration statement or (2) the first date on which the securities are offered
publicly), all dealers that effect transactions in these securities, whether or
not participating in this offering, may be required to deliver a prospectus.
This is in addition to the dealers' obligation to deliver a prospectus when
acting as underwriters and with respect to their unsold allotments or
subscriptions.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Indemnification of Directors and Officers
Not applicable.
Item 14. Other Expenses of Issuance and Distribution
All expenses. including all allocated general administrative and overhead
expenses. related to the offering or the organization of the Company will be
borne by the Company.
The following table sets forth a reasonable itemized statement of all
anticipated out-of-pocket and overhead expenses (subject to future
contingencies) to be incurred in connection with the distribution of the
securities being registered, reflecting the minimum and maximum subscription
amounts.
Minimum Maximum
-------- ----------
SEC Registration Fee $ 278 $ 278
Printing and Engraving Expenses 2,000 19,000
Legal Fees and Expenses 5,000 5,000
Edgar Fees 1,800 1,800
Accounting Fees and Expenses 1,000 1,000
Blue Sky Fees and Expenses 5,000 5,000
Miscellaneous 200 200
-------- ----------
TOTAL $ 15,278 $ 32,278
Item 15. Recent Sales of Unregistered Securities
The company sold to its founder 600,000 shares of common stock which we
issued to him for $2,000, composed of $500 cash and $1,500 of his services. This
stock was issued under the exemption under the Securities Act of 1933, section
4(2); this section states that transactions by an issuer not involving any
public offering is an exempted transaction. The company relied upon this
exemption because in a private transaction during July 1999, the founder, sole
officer and director purchased stock for a combination of $500 cash and $2,000
of services.
The company sold to two companies, a total of 400,000 shares in
consideration for $20,000 which was used to pay for the website. This stock was
sold at $0.05 per share. This stock was issued under the exemption under the
Securities Act of 1933, section 4(2); this section states that transactions by
an issuer not involving any public offering is an exempted transaction. The
company relied upon this exemption because in a private transaction during
August 1999, these companies purchased stock for $20,000 cash. The purchasers
were sophisticated investors who purchased the stock for their own account and
not with a view toward distribution to the public. The certificates evidencing
the securities bear legends stating that the shares may not be offered, sold or
otherwise transferred other than pursuant to an effective registration statement
under the Securities Act, or an exemption from such registration requirements.
<PAGE>
Item 16. Exhibits
The following Exhibits are filed as part of the Registration
Statement:
Exhibit No. Identification of Exhibit
3.1* - Articles of Incorporation
3.2* - By Laws
4.2* - Specimen Stock Certificate
10.4* - Subscription Escrow Agreement
10.6* - Form of Subscription Agreement
23.1* - Opinion of T. Alan Owen & Associates, Attorneys at Law
23.2* - Consent of T. Alan Owen & Associates, Attorneys at Law
23.3 - Consent of Charles E. Smith, Certified Public Accountant
* Filed previously
Item 17. Undertakings
The Registrant hereby undertakes to:
(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; and
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information in the Registration Statement.
(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.
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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets the
requirements for filing on Form SB-1 and authorizes this Registration Statement
to be signed on its behalf by the undersigned, being duly authorized, in the
City of Garland, State of Texas, on the 22nd day of August, 2000.
WHOLESALE ON THE NET, INC.
By: /s/ Thomas Bieger
----------------------------
Thomas Bieger, President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following person in the capacity and on
the date indicated:
Signature Title Date
--------------------- --------------------- ---------------
/s/ Thomas Bieger President, Secretary,
Treasurer; Director August 22, 2000
