As Filed with the Securities and Exchange Commission on __________,
2000 File No. 33-__________
=====================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM SB-2
REGISTRATION STATEMENT
Under the
SECURITIES ACT OF 1933
______________________
CLIP 'N PIERCE FASHIONS, INC.
(Name of Small Business Issuer in its Charter)
Delaware 3911 33-0857223
______________________________ ________________ _____________
(State or other Jurisdiction (Primary Standard (IRS Employer
of Incorporation or Industrial ID No.)
Organization) Classification
Code Number)
CLIP 'N PIERCE FASHIONS, INC.
4190 Bonita Road, #105
Bonita, California 91902
(619) 267-0450 FAX (619) 267-0452
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Principal Executive Offices)
CLIP 'N PIERCE FASHIONS, INC.
4190 Bonita Road, #105
Bonita, California 91902
(619) 267-0450 Fax: (619) 267-0452
(Address of Principal Place of Business or Intended Principal Place of
Business)
BETTY N. MYERS
CLIP 'N PIERCE FASHIONS, INC.
4190 Bonita Road, #105
Bonita, California 91902
(619) 267-0450 Fax: (619) 267-0452
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
Copies of Communications to:
EFM Venture Group, Inc.
4190 Bonita Road, #105
Bonita, CA 91902
(619) 267-0450 Fax: (619) 421-2653
Approximate date of commencement of proposed sale to the public:
As soon as possible after this Registration Statement is effective.
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If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box. [ ]
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
statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed Amount of
Securities to be Maximum Offering Maximum Registration
to Be Registered Price Per Aggregate Fee
Registered Share Offering
Price
Common Stock 400,000 NA NA $1.07
(1) Calculated pursuant to Rule 457(a).
________________
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.
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CLIP 'N PIERCE FASHIONS, INC.
CROSS REFERENCE SHEET
BETWEEN ITEMS OF FORM SB-2 AND PROSPECTUS
Registration Statement Item and Heading Prospectus Caption
_______________________________________ _____________________________
1. Front of the Registration
Statement and Outside Front
Cover Page of Prospectus ----------- Outside Front Cover Page
2. Inside Front and Outside Back Cover Inside Front and Outside Back
Pages of Prospectus---------------- Cover Pages
3. Summary Information and Risk Factors Prospectus Summary and Risk
Factors
4. Use of Proceeds-------------------- *
5. Determination of Offering Price Cover Page; Distribution by TAKK
6. Dilution----------------------------- *
7. Selling Security Holders------------- Distribution by TAKK
8. Plan of Distribution----------------- Distribution by TAKK
9. Legal Proceedings-------------------- Business
10. Directors, Executive Officers,
Promoters and Control Persons----------- Management
11. Security Ownership of Certain
Beneficial Owners and Management-------- Principal Shareholders
12. Description of Securities----------- Description of Capital Stock
13. Interests of Named Experts and Counsel *
14. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities------------------------- *
15. Organization Within Last Five Years- Certain Transactions
16. Description of Business------------- Risk Factors and Business
17. Management's Description and ------- Risk Factors; Dividends; and Plan
Analysis or Plan of Operations of Operations
18. Description of Property------------- Business
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19. Certain Relationships and Related---- Dividend Policy and Description
of Capital Stock
Transactions
20. Market Price for Common Equity and
Related Stockkholder Matters--------
21. Executive Compensation-------------- Management
22. Financial Statements----------------- Financial Statement
23. Changesin and Disagreements with
Accountants on Accounting
and Financial Disclosure------------ *
______________________________
* Not applicable or None.
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400,000 SHARES
of
CLIP 'N PIERCE FASHIONS, INC.
COMMON STOCK
(Par Value $0.001 Per Share)
All of the Shares offered hereby are being offered by TAKK, Inc.
TAKK, Inc. ("TAKK") owns 400,000 Shares of the Common Stock of CLIP 'N
PIERCE FASHIONS, INC., a Delaware Corporation (the "Company"). TAKK
will distribute to its shareholders 400,000 Shares of said Common Stock
(the "Distribution"). The Distribution will be made to holders of
record of TAKK stock as of the close of business on June 1, 2000 on the
basis of one Share of the Company's Common Stock for each one Share of
TAKK stock held. Class A Common shares will particape equally with
Common Shares. The 400,000 Shares of the Common Stock distributed to
TAKK shareholders will represent approximately 4.76 percent of all the
issued and outstanding Shares of the Common Stock of the Company. TAKK
acquired the 400,000 Shares of the Common Stock of the Company on
December 1, 1999 for $400. After the offering, the management of the
Company will control approximately 95% of the outstanding Common Stock.
___________________________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
__________________________________________________
THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK, AND
PROSPECTIVE PURCHASERS SHOULD BE PREPARED TO SUSTAIN A LOSS OF THEIR
ENTIRE INVESTMENT. (SEE "RISK FACTORS" ON PAGE 7.)
____________________________________________________
Accordingly, this Prospectus relates to the Shares received in
the Distribution to the TAKK shareholders. The Distribution of the
Company's Common Stock will be made to TAKK shareholders without any
consideration being paid and without any exchange of Shares by the
shareholders of TAKK. Neither TAKK nor the Company will receive any
proceeds from the Distribution by TAKK of such Shares of the Company's
Common Stock nor from the sale of any such Shares by any persons who may
be deemed to be the underwriters.
A copy of this Prospectus is being mailed to each TAKK
shareholder of record on June 1, 2000, together with the certificate
representing the number of the Company's Shares to which he is entitled.
Copies of this Prospectus will also be provided to all brokers and
dealers known by TAKK to be market makers in the Shares of TAKK.
Persons wishing to evaluate the Company's Shares being distributed to
them should review this Prospectus carefully.
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For purposes of qualifying pursuant to a Registration Statement
filed on Form SB-2, the Company has placed an aggregate value on the
400,000 Shares of $4000 or $0.01 per Share, Such price has been arbitrarily
determined and bears no relationship to the results of operations or assets of
the Company.
The date of this Prospectus is ___________,
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more
detailed information and financial statements (including notes thereto)
appearing elsewhere in this Prospectus.
The Company
The Company has developed a clip-on earring with the capability
of affixing to it any earring designed for pierced ears. It will be
marketed to the public through jewelry stores and similar outlets.
The Company was incorporated in Delaware on April 14, 1999. The
Company's address and telephone number are 4190 Bonita Road #105,Bonita,
California 91902; (619) 267-0450 Fax (619) 267-0452.
The Offering
Securities Offered(1) --------------------This Prospectus covers the
distribution of 400,000 shares of
Common Stock by TAKK, Inc. which
constitutes approximately 4.76% of
the Common Stock.
Number of Shares of Common Stock
Outstanding. . . . . . . . . . . . . 8,400,000 shares
Risk Factors------------------------------The shares of the Common Stock
involves a high degree of risk.
Holders should review carefully and
consider the factors described in
"Risk Factors."
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Summary Financial Information
The following tables set forth for the periods indicated selected financial
information for CLIP 'N PIERCE FASHIONS, INC.
SUMMARY BALANCE SHEET DATA: April 1, 2000
Current Assets: $ 4,395
Other Assets: $ 0
Total Assets: $ 4,395
Total Liabilities: $ 0
Shareholders Equity $ 4,395
SUMMARY STATEMENT OF OPERATIONS DATA:
(for January 1, 2000 to April 30, 2000)
Total Income $ 0
Net Loss $ 1,445
Net Loss Per Share: $ 0.00
The Company has been active in the development stage since April 14, 1999 and
has been actively involved in the development of its products.
_______________________________________________________
The Company is not currently subject to the periodic reporting requirements of
the Securities Exchange Act of 1934, but will be subject to such requirements
after the Distribution. It is the intention of the Company to send to each of
its shareholders an Annual Report containing certified financial statements
following the end of each fiscal year.
RISK FACTORS
PURCHASERS OF THE COMPANY'S COMMON STOCK AND RECIPIENTS OF THE DISTRIBUTION
DESCRIBED HEREIN SHOULD CAREFULLY CONSIDER THE FOLLOWING FACTORS, AMONG
OTHERS, WHICH MAKE THE COMPANY'S COMMON STOCK A HIGH RISK SECURITY.
(1) Start-up Stage. The Company is in the start-up stage and only
recently has begun exploring development possibilities. Manufacturing
estimates are now being obtained. Since the Company is in the start-up stage,
its proposed operations are subject to all the risks inherent in the
establishment of a new business.
(2) Lack of Operating History; Going Concern Qualification. There is no
guarantee that the Company will ever produce earnings. The Company has no
history of successful operations and there is no assurance it will be able to
market successfully any related products. (See "Business" and
"Management.")
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(3) Need for Future Working Capital. The balance sheet for the year ended
December 31, 1999, reflects a stockholder's equity of only $ 840.00 and
working capital of only $ 840.00. On February 28, 2000 a major shareholder,
EFM Venture Group, Inc., contributed $5,000 to the capital of the Company.
The Company estimates that it has sufficient funds for approximately twelve
months of current operations. Thus, the Company may need to raise additional
capital. There is no assurance that the Company will be able to raise
sufficient capital for its needs. While the Company intends to sell its
products through existing retail outlets and distributors, and to possibly
receive prepaid royalties therefrom, there can be no assurance that the
Company will be successful in achieving its objectives. As of this date
the Company has neither manufactured nor sold any products.
(4) Risk of Products. The proposed marketing of the Company's products
has inherent risks. No one can accurately predict the market acceptance of
such products or the time frame in which any sales may occur. The Company
will have to test market its products to prove market viability and the
ability to compete with other products.
(5) Competition. The Company will operate in a business field where the
competing companies are much larger, more experienced and have much larger
amounts of capital than this Company. Therefore, the Company may find it very
difficult to compete in this market place (See "Competition").
(6) Reliance on Third Parties for Manufacturing. The Company does not
intend to do its own manufacturing and will be completely dependent on outside
companies for the production of its product.
(7) No Independent Study of Company's Products. The evaluation of the
Company's products has been done solely by the officers and directors of the
Company. No independent analysis or study of its products has been done by
anyone engaged by the Company.
(8) Product Liability. Although the Company is not and does not intend to
be involved in the actual manufacturing process (since it intends to use
subcontracting arrangements), there may be liability to the Company since the
Company's products were designed by the Company. The Company presently has no
product liability insurance coverage. While the Company believes that this
policy is appropriate for the Company's circumstances, there can be no
assurance that this policy will not result in consequent loss to the Company.
(See Business.")
(9) Reliance on Management for Future Products. The Company is completely
dependent on its management for its product development. The present
management acquired their controlling interest in the Company in
(See "Certain Transactions.")
(10) Control By Management. Officers and Directors of the Company will own
95% of the Company's Common Stock and be in a position to continue to control
the Company.
(11) No Cash Dividends. The Company does not anticipate that it will pay
dividends in the foreseeable future. The Company's profits, if any, during
the next several years will be used to develop its products and business.
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(12) No Market for the Common Stock. There is currently no market for the
Common Stock and after the distribution of the Shares there is no assurance a
market will develop. The Common Stock will not be initially traded on NASDAQ
or any Securities Exchange which may result in decreased liquidity.
(13) Risks of Low Priced Stocks. The Securities Enforcement and Penny
Stock Reform Act of 1990 requires additional disclosure related to the market
for penny stocks and for trades in any stock defined as a penny stock. The
Securities and Exchange Commission (the "Commission") has adopted regulations
under such Act which defines a penny stock to be any non-stock exchange or
non-NASDAQ equity security that has a market price of less than $5 per share
(as defined). Unless exempt for any transaction involving a penny stock, the
rules require the delivery, prior to any transaction in a penny stock, or a
disclosure scheduled prepared by the Commission explaining important concepts
involving the penny stock market, the nature of such market, terms used in
such market, the broker/dealer's duties to the customer, a toll-free telephone
number for inquiries about the broker/dealer's disciplinary history and the
customer's rights and remedies in case of fraud or abuse in the sale.
Disclosure also has to be made about commissions payable to both the
broker/dealer and the registered representative and current quotations for the
securities. Finally, monthly statements must be sent disclosing recent price
information for the penny stock held in the account and information on the
market in penny stocks. Non-stock exchange and non-NASDAQ stocks would not be
covered by the definition of penny stock for (i) issuers who have $2,000,000
tangible assets ($5,000,000 if the issuer has not been in continuous operation
for three years), (ii) transactions in which the customer is an institutional
accredited investor and (iii) transactions that are not recommended by the
broker/dealer.
PENNY STOCK RULE
The Securities and Exchange commission has adopted rule 15g-9 which
established the definition of a "penny stock", for the purposes relevant to
the Company, as any equity security that has a market price of less than $5.00
per share or with an exercise price of less than $5.00 per share, subject to
certain exceptions. For any transaction involving a penny stock, unless
exempt, the rules require: (1) that a broker or dealer approve a person's
account for transactions in penny stocks: and (ii) the broker or dealer
receive from the investor a written agreement to the transaction, setting
forth the identity and quantity of the penny stock to be purchased. In order
to approve a person's account for transactions in penny stocks, the broker or
dealer must (i) obtain financial information and investment experience
objectives of the person; and (ii) make a reasonable determination that the
transactions in penny stocks are suitable for that person and the person has
sufficient knowledge and experience in financial matters to be capable of
evaluating the risks of transactions in penny stocks. The broker or dealer
must also deliver, prior to any transaction in a penny stock, a disclosure
schedule prepared by the Commission relating to the penny stock market,
which, in highlight form, (i) sets forth the basis on which the broker or
dealer made the suitability determination; and (ii) that the broker or dealer
received a signed, written agreement from the investor prior to the
transaction. Disclosure also has to be made about the risks of investing
in penny stocks in both public offerings and in secondary trading and about
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the commissions payable to both the broker-dealer and the registered
representative, current quotations for the securities and the rights and
remedies available to an investor in cases of fraud in penny stock
transactions. Finally, monthly statements have to be sent disclosing recent
price information for the penny stock held in the account and information on
the limited market in penny stocks.
(14) Potential Future Sales Pursuant to Rule 144. Of the 8,400,000 Shares
of the Company's Common Stock outstanding prior to this Offering, all are
"Restricted Securities," as that term is defined under Rule 144 promulgated
under the Securities Act of 1933 (the "Act"). In general, under Rule 144, a
person (or persons whose shares are aggregated) who has satisfied a one-year
holding period may sell, within any three-month period, a number of shares
which does not exceed the greater of one percent of the then outstanding
shares of Common Stock or the average weekly trading volume during the four
calendar weeks prior to such sale. Rule 144 also permits the sale of shares,
without any quantity limitation, by a person who is not an affiliate of the
Company and who has beneficially owned the shares a minimum period of two
years. Hence, the possible sale of these Restricted Shares may, in the
future, dilute an investor's percentage of free-trading Shares and may have
a depressive effect on the price of the Company's Common Stock. No shares will
be eligible to be sold under Rule 144 until December 2, 2000.
(See "Certain Transactions.")
(15) Potential Anti-Takeover Effect of Authorized Preferred Stock. The
Company is authorized to issue 20,000,000 shares of $0.001 par value Preferred
Stock with the rights, preferences, privileges and restrictions thereof to be
determined by the Board of Directors of the Company. Preferred Stock can thus
be issued without the vote of the holders of Common Stock. Rights could be
granted to the holders of Preferred Stock which could reduce the
attractiveness of the Company as a potential takeover target, make the removal
of Management more difficult, or adversely impact the rights of holders of
Common Stock. No Preferred Stock is currently outstanding, and the Company
has no present plans for the issuance thereof of any shares of Preferred
Stock.
DISTRIBUTION BY "TAKK"
Approximately 4.75% of the outstanding Common Stock of the Company is
presently owned by TAKK. TAKK is primarily a consulting company. Pursuant to
the plan of Distribution, TAKK will distribute to its shareholders 400,000
Shares of the Common Stock of the Company, or one Share for each share of
TAKK held of record as of June 1, 2000. Fractional Shares will be rounded up
to the next full Share. On December 31, 1999. TAKK had approximately 200,000
Common Shares outstanding, 200,000 shares of Class A common shares and 200
shareholders of record.
Tax Consequences of TAKK Distribution
The Company believes the following are the material federal income tax
consequences expected to result from the distribution under currently
applicable law. The following discussion is intended as general information
only. It may not be applicable to stockholders who are neither citizens
nor residents of the United States. It does not discuss the state, local and
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foreign tax consequences of the distributor. Stockholders should consult
their own tax advisors regarding the consequences of the distribution in
their particular circumstances under federal, state, local and foreign tax
laws.
TAKK will recognize a gain or loss based upon the fair market value of the
Common Stock at the date of the Distribution. This gain or loss is measured
by the difference between TAKK's tax basis in the Common Stock distributed in
the Distribution and the fair market value of that stock.
As a result of TAKK having no current or accumulated earnings and profits
allocable to the Distribution no portion of the amount distributed will
constitute a dividend for federal income tax purposes. Therefore, no portion
of the amount received constitutes a dividend, and will not be eligible for
the dividends-received deduction for corporations. Each TAKK stockholder will
have a tax basis in the Company's Common Stock distributed equal to the fair
market value of the Common Stock distributed on the Distribution date.
The Distribution is not taxable as a dividend. The distribution will be
treated as a tax-free return of capital to the extent that the fair market
value of such portion of the amount received does not exceed the stockholder's
basis in the TAKK common stock held, and as a capital gain if and to the
extent that the fair market value of such portion is greater than such tax
basis.
Any taxes payable by any recipient of Shares of the Company's Common Stock in
the distribution will be the responsibility of such recipient.
The foregoing is only a summary of certain federal income tax consequences of
the Distribution under current law and is intended for general information
only. Each stockholder should consult his tax advisor as to the particular
consequences of the distribution to such stockholder, including the
application of state, local and foreign tax laws.
EACH TAKK SHAREHOLDER IS ADVISED TO SEEK
PROFESSIONAL TAX COUNSEL REGARDING ANY TAX LIABILITY
THAT MAY ARISE FROM THIS DISTRIBUTION
Blue Sky Laws
This Distribution is not being made in any jurisdictions of the United States
in which this Distribution would not be in compliance with the securities
or blue sky laws of such jurisdiction. Only shareholders of TAKK residing in
the states set forth below may obtain the Shares pursuant to the Distribution.
The Company initially selected the jurisdictions in which Shareholders may
participate in the Distribution after determining from the Shareholder records
of TAKK and from record owners the states where substantially all the known
owners reside.
IF A BENEFICIAL OWNER RESIDES IN A STATE NOT SET FORTH BELOW, SUCH OWNER MAY
NOT PARTICIPATE IN THE DISTRIBUTION.
California
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The Company may add additional states to the list if it determines additional
beneficial owners are in other states. This Prospectus will be delivered to
those Shareholders of TAKK eligible to participate in this Distribution.
Determination of Offering Price
Since the Distribution is a dividend by a present stockholder, there is no
offering price and no dilution to existing stockholders of the Company. For
the purpose of computing the instant registration fee, the Company and TAKK
arbitrarily set the price per share at $0.01, but such price has no
relationship to the Company's results of operations or assets and may not
reflect the true value of such Common Stock.
Costs of Distribution
The Company estimates that the total cost of the Distribution will be
approximately $7,300. TAKK has agreed to pay all such costs.
MANAGEMENT'S DISCUSSIONS AND ANALYSIS OR PLAN OF OPERATION
The Company has sufficient cash resources to operate at the present level of
expenditure for the next twelve months. On February 28, 2000 a major
shareholder, EFM Venture Group, Inc. contributed $5,000 to the capital of the
Company. The Company may raise additional capital either through debt or
equity. No assurances can be given that such efforts will be successful. The
Company has no specific plans at present.
In the next twelve months, the Company intends to pursue arrangements for the
sale of its products. See "Business-History."
The Company has developed a clip-on earring with the capability of affixing to
it any earring designed for pierced ears. The prototype can be described as a
bowl-shaped circle, 3/8 of an inch in diameter made of 18K gold. A part of
this round clip-on earring is a very small hole for the purpose of
inserting a stud earring.
The Company plans to develop additional variations of the product including
types of metals and size of the earring. The Company does not plan to employ
additional personnel during the next twelve months. The Company plans to
make use of contracted, short-term or leased personnel, if any.
BUSINESS
Product
The Company has developed a clip-on earring with the capability of affixing to
it any earring designed for pierced ears. The prototype can be described as a
bowl- shaped circle, 3/8 of an inch in diameter made of 18K gold. A part of
this round clip-on earring is is a very small hole for the purpose of
inserting a stud earring. The studded earring and the gold circle appear as an
attractive unit.
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History
The principals conceived the idea several years ago and proceeded to hire a
professional jewelry designer to produce the prototype. The prototype has
been worn with a large variety of studded earrings for over a year with
complete wearer satisfaction. Reactions to the product's appearance, while
limited in number, is positive.
Present Business Activities.
The Company is preparing a market study to gather information on suitable
retail outlets and the amount of shop owner interest. Further market
possibilities, i.e. Internet shopping, will be researched and tried.
The company does not plan to manufacture the product itself but will contract
with a jewelry maker at the best possible terms.
The feasibility of a patent is being pursued and will be applied for after
further satisfactory findings.
Competition
The jewelry industry is vast and varied. While there are many earring products
of both clip-on and pierced variety, to the Company's knowledge no product of
this kind is on the market currently, no patent has been applied for and
jewelry store owners (those surveyed) have not seen or heard of such a
product.
Properties
The Company shares an office of 475 square feet at no cost at this time. The
office is leased to EFM Venture Group, Inc., an affiliated company.
Employees
The Company has no employees. All activities are carried out by the Officers
and
Directors.
Legal Proceedings
The Company is not a party to any legal proceeding.
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MANAGEMENT
The Executive Officers and Directors of the Company and their ages are as
follows:
Name Age Position Date Elected
Betty N. Myers 62 President, April 14, 1999
Chief Financial
Officer, and
Director
Edward F. Myers II 67 Secretary and April 14, 1999
Director
Betty N. Myers has served President and as a Director since its inception.
Since
December 13, 1999 she has served as Secretary of American Electric Automobile
Co., Inc. ("AEAC"). AEAC is a publicly traded company under the symbol AEAC.
She also currently serves as President and a Director of EFM Venture Group,
inc., a real estate company, as the licensed broker. She IS President
of Exchange Accommodation Corp., an accommodating company for 1031 delayed
exchanges.
Edward F. Myers, II has served as Secretary and a Director of the Company since
its inception. He currently serves as Chairman and a Director of American
Electric Automobile Company, Inc. a publicly traded company. He is also
Secretary and a Director of EFM Venture Group, Inc., a real estate company. He
is the husband of Betty Myers.
The Directors are elected to serve until the next annual meeting of
shareholders
or until their successors have been elected and qualified. Executive officers
serve at the discretion of the Board of Directors.
Each of the foregoing persons may be deemed a "promoter" and "parent" of the
Company as that term is defined in the rules and regulations promulgated under
the Securities and Exchange Act of 1933.
Executive Compensation
At present the Company is operated by its Executive Officers and Directors at
no
compensation and no compensation has been paid to date. No Executive Officer
or
Director is expected to earn in excess of $50,000 in the foreseeable future.
The Company has no pension or profit sharing plan. The Company may change or
increase salaries as the Company's profits and cash flow allow; however, there
are no present plans to do so.
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Options
There are no options outstanding.
PRINCIPAL SHAREHOLDERS
The following table sets forth, as of June 1, 2000, the name, address and
number
of Shares owned directly or beneficially by persons who own 5% or more of the
Company's Common Stock and by each executive officer and director and owner
after the Distribution.
Beneficial Owner As of After the
June 14,2000 Distribution
Edward F. Myers II(1) 8,400,000 100.00 8,000,000 95.2
4190 Bonita Rd. #105
Bonita, CA
EFM Venture Group, Inc. 8,400,000 100.00 8,000,000 95.2
4190 Bonita Rd. #105
Bonita, CA 91902
Betty N. Myers 8,400,000 100.00 8,000,000 95.2
505 Camino Elevado
Bonita, CA 91902
All Executive Officers 8,400,000 100.00 8,000,000 95.2
and Directors as a
Group (2 persons)
1) Betty N. Myers is a 33% shareholder and a director of EFM Venture Group,
Inc. Edward F. Myers is the husband of Betty N. Myers. EFM Venture Group,
Inc. is the controlling shareholder of TAKK.
2) Based on 8,400,000 shares outstanding on June 1, 2000.
3) EFM Venture Group, Inc is a controlling shareholder of TAAK.
CERTAIN TRANSACTIONS
On December 1, 1999 the Company sold 4,000,000 shares of common stock to
Edward F. Myers II for a total of $400, 4,000,000 shares of common stock to
EFM Venture Group, Inc. for $400, and 400,000 common shares to Takk, Inc. for
$40.00.
DESCRIPTION OF SECURITIES
The authorized Common Stock of the Company consists of 50,000,000 shares
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(par value $0.0001) per share), of which 8,400,000 shares were outstanding on
June 1, 2000. The holders of Common Stock are entitled to one vote per share
on all matters to be voted on by stockholders. Holders of Common Stock are
entitled to receive dividends when, as, and if declared by the Board of
Directors. The approval of proposals submitted to shareholders at a meeting
requires a favorable vote of the majority of shares voting. Holders of the
Common Stock have no preemptive, subscription, redemption, or conversion
rights, and there are no sinking fund provisions with respect to the Common
Stock. All of the outstanding shares of Common Stock are, and the Shares to
be transferred in the Distribution will be, fully paid and nonassessable. As
of April 1, 2000 the Company had three common shareholders.
Preferred Stock
The Company is also authorized to issue as many as 20,000,000 Shares of the
Preferred Stock (par value $0.001). The Preferred Stock may be issued in one
or
more series with such preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends and qualifications and rights as the
Company's Board of Directors may determine. There are no Preferred Stock
outstanding.
Preferred Stock can thus be issued without the vote of the holders of Common
Stock. Rights could be granted in the future to the holders of Preferred
Stock
which could reduce the attractiveness of the Company as a potential takeover
target, make the removal of Management more difficult, or adversely impact the
rights of holders of Common Stock.
Limitation of Liability of Directors and Indemnification of Directors and
Officers
The Certificate of Incorporation states:
"SEVENTH. No director shall be personally liable to the Corporation or its
stockholders for monetary damages for any breach of fiduciary duty by such
director as a director. Notwithstanding the foregoing sentence, a director
shall be liable to the extent provided by applicable law, (i) for 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) pursuant to Section 174 of the
Delaware General Corporation Law or (iv) for any transaction from which the
director derived an improper personal benefit. No amendment to or repeal of
this Article Seventh shall apply to or have any effect on the liability or
alleged liability of any director of the Corporation for or with respect to
any acts or omissions of such director occurring prior to such amendment."
Delaware General Corporation Law
Delaware General Corporation Law Section 145 provides that the Company may
indemnify any officer or director who was made a party to a suit because of
-16-
<PAGE>
his position, including derivative suits, if he was acting in good faith and
in a manner he reasonably believed was in the best interest of the Company,
except, in certain circumstances, for negligence or misconduct in the
erformance of his duty to the Company. If the director or officer is
successful in his suit, he is entitled to indemnification for expenses,
including attorneys' fees. Article Tenth of the Company's Certificate of
Incorporation provides for indemnification of the Company's officers and
directors to the fullest extent permitted by law. Indemnification agreements
have been entered into with all officers and directors of the Company.
Transfer Agent
The transfer agent and registration for the Company's Common Stock is
Signature Stock Transfer, 14675 Midway Road, Suite #221, Dallas, TX 75244.
LEGAL MATTERS
The legality of the Shares of Common Stock to be registered hereby will be
passed upon for the Company by Carmine J. Bua, esquire, 2655 Camino del Rio
North, Suite 333, San Diego, California 92108.
EXPERTS
The financial statements of the Company for the peiod from
April 14, 1999(incorporation date) to December 31, 1999 and
related notes which are included in this Prospectus have been
examined by Weinberg & Company, P.A., Independent Certified
Public Accountants, and have been so included in reliance upon
the opinion of such accountant given upon their authority as an
expert in auditing and accounting.
-17-
<PAGE>
CLIP 'N PIERCE FASHIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999
CLIP 'N PIERCE FASHIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONTENTS
PAGE 1 INDEPENDENT AUDITORS' REPORT
PAGE 2 BALANCE SHEET AS OF DECEMBER 31, 1999
PAGE 3 STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM APRIL14, 1999 (INCEPTION) TO
DECEMBER 31, 1999
PAGES 4 - 5 NOTES TO FINANCIAL STATEMENTS
-18-
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of:
Clip 'N Pierce Fashions, Inc.
We have audited the accompanying balance sheet of Clip 'N Pierce Fashions,
Inc.(a development stage company) as of December 31, 1999 and the related
statement of changes in stockholders' equity for the period from April 14,
1999 (inception) to December 31, 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit. We conducted our
audit in accordance with generally accepted auditing standards. Those
standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly in
All material respects, the financial position of Clip 'N Pierce Fashions, Inc.
(a development stage company) as of December 31, 1999, in conformity with
generally accepted accounting principles.
WEINBERG & COMPANY, P.A.
Boca Raton, Florida
January 25, 2000, except for Note 3 as to
which the date is February 28, 2000
1
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<PAGE>
CLIP 'N PIERCE FASHIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF DECEMBER 31, 1999
ASSETS
CURRENT ASSETS
Cash $ 840
------
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY
Preferred stock, $0.0001 par value, 20,000,000 shares authorized,
none issued and outstanding -
Common stock, $0.0001 par value, 50,000,000 shares authorized,
8,400,000 shares issued and outstanding 840
Additional paid-in capital 456
Deficit accumulated during development stage
(456)
-----
-
TOTAL STOCKHOLDERS' EQUITY 840
TOTAL STOCKHOLDERS' EQUITY $ 840
========================== =======
See accompanying notes to financial statements
2
-20-
<PAGE>
CLIP 'N PIERCE FASHIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM APRIL 14, 1999 (INCEPTION) TO DECEMBER 31, 1999
-------------------------------------------------------------------
<TABLE>
<CAPTION>
DEFICIT
ACCUMULATED
ADDITIONAL DURING
COMMON STOCK PAID-IN DEVELOPMENT
SHARES AMOUNT CAPITAL STAGE TOTAL
-----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Common stock issued
for cash 8,400,000 $ 840 $ - $ - $ 840
Capital contribution
by promoter - - 456 - 456
Net loss for the period
from April 14, 1999
(inception)
to December 31, 1999 - - - (456) (456)
------------------------------------------------
BALANCE, DECEMBER 31, 1999 8,400,000 $ 840 $ 456 (456) $ 840
========================== =================================================
</TABLE>
See accompanying notes to financial statements
3
-21-
<PAGE>
CLIP 'N PIERCE FASHIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999
-----------------------
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(A) Organization and Description of Business
-----------------------------------------------
Clip 'N Pierce Fashions, Inc. (a development stage company) (the "Company")
was incorporated in Delaware on April 14, 1999.
The Company's principal stockholder designed a unique jewelry product to
bridge a gap between clip-on and pierced type jewelry products. The design
was contributed to the Company at zero cost basis and the Company intends to
have the product manufactured by third party subcontractors and marketed
through jewelry stores and similar outlets.
The Company's activities during the development stage have included corporate
formation, stock issuances, product design and market studies
(B) Use of Estimates
--------------------
In preparing financial statements in conformity with generally accepted
accounting principles, management is required to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
the disclosure of contingent assets and liabilities at the date of the
financial statements and revenues and expenses during the reported period.
Actual results could differ from those estimates.
(C) Income taxes
-----------------
The Company accounts for income taxes under the Financial Accounting Standards
Board Statement of Financial Accounting Standards No. 109. "Accounting for
Income Taxes" ("Statement No.109"). Under Statement No. 109, deferred tax
assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts
of existing assets and liabilities and their respective tax basis. Deferred
tax assets and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period
that includes the enactment date. There was no current income tax expense for
the period ended December 31, 1999.
4
-22-
<PAGE>
NOTE 2 STOCKHOLDERS' EQUITY
------- --------------------
Common Stock
------------
In December 1999, the Company issued 8,400,000 shares of its common stock to
various stockholders pursuant to Section 4 (2) of the Securities Act of 1933,
as amended, for an aggregate consideration of $840.
Expenses incurred during the development stage of the Company, for the period
ended December 31, 1999, were paid by the promoter.
NOTE 3 SUBSEQUENT EVENTS
------- -----------------
On February 28, 2000 a principal stockholder contributed $5,000 to the
Company.
5
-23-
<PAGE>
CLIP 'N PIERCE FASHIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
AS OF APRIL 30, 2000
CLIP 'N PIERCE FASHIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONTENTS
PAGE 1 ACCOUNTANTS' REVIEW REPORT
PAGE 2 BALANCE SHEET AS OF APRIL 30, 2000
PAGE 3 STATEMENTS OF OPERATIONS FOR THE FOUR MONTHS ENDED
APRIL 30, 2000 AND FOR THE PERIOD FROM APRIL 14, 1999
(INCEPTION) TO APRIL 30, 2000
PAGE 4 STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE
PERIOD FROM APRIL 14, 1999 (INCEPTION) TO APRIL 30, 2000
PAGE 5 STATEMENTS OF CASH FLOWS FOR THE FOUR MONTHS ENDED
APRIL 30, 2000 AND FOR THE PERIOD FROM APRIL 14, 1999
(INCEPTION) TO APRIL 30, 2000
PAGES 6 - 7 NOTES TO FINANCIAL STATEMENTS AS OF APRIL 30, 2000
-25-
<PAGE>
ACCOUNTANTS' REVIEW REPORT
To the Board of Directors of:
Clip 'N Pierce Fashions, Inc.
We have reviewed the accompanying balance sheet of Clip 'N Pierce, Inc. (a
development stage company) as of April 30, 2000 and the related statements of
operations, changes in stockholders' equity and cash flows for the four months
hen ended and for the period from April 14, 1999 (inception) to April 30,
2000, in accordance with Statements on Standards for Accounting and Review
Services issued by the American Institute of Certified Public Accountants.
All information included in these financial statements is the representation
of the management of Clip 'N Pierce Fashions, Inc.
A review consist principally of inquires of company personnel and analytical
procedures applied to financial data. It is substantially less in scope than
an audit in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the accompanying financial statements in order for them to
be in conformity with generally accepted accounting principles.
WEINBERG & COMPANY, P.A.
Boca Raton, Florida
June 14, 2000
1
-26-
<PAGE>
CLIP 'N PIERCE FASHIONS INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
--------------
ASSETS
April 30, 2000
CURRENT ASSETS
Cash $ 4,395
------------
TOTAL ASSETS $ 4,395
============
STOCKHOLDERS' EQUITY
--------------------
STOCKHOLDERS' EQUITY
Preferred stock, $0.001 par value, 20,000,000 shares
authorized, none issued and outstanding $ -
Common stock, $0.0001 par value, 50,000,000 shares
authorized, 8,400,000 shares issued and outstanding 840
Additional paid-in capital 5,456
Deficit accumulated during development stage (1,901)
-------------
TOTAL STOCKHOLDERS' EQUITY $ 4,395
========================== =============
See accompanying notes and accountants' review report.
2
-27-
<PAGE>
CLIP 'N PIERCE FASHIONS, INC.
A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
------------------------
<TABLE>
<CAPTION>
Cumulative from
April 14, 1999
(Inception) to Four Months Ended
April 30, 2000 April 30, 2000
---------------- -----------------
<S> <C> <C>
INCOME $ - $ -
---------------- -----------------
EXPENSES:
General and administrative 649 193
Professional fees 1,252 1,252
---------------- ----------------
Total Expenses 1,901 1,445
---------------- ----------------
NET LOSS: $ (1,901) $ (1,445)
========= ================== =================
NET LOSS PER SHARE - BASIC AND
DILUTED $ - $ -
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING DURING THE PERIOD -
BASIC AND DILUTED 8,400,000 8,400,000
</TABLE>
See accompanying notes and accountants' review report.
3
-28-
<PAGE>
CLIP 'N PIERCE FASHIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM APRIL 14, 1999 (INCEPTION) TO APRIL 30, 2000
-------------------------------------------------------------------
<TABLE>
<CAPTION>
DEFICIT
ACCUMULATED
ADDITIONAL DURING
COMMON STOCK PAID-IN DEVELOPMENT
SHARES AMOUNT CAPITAL STAGE TOTAL
-----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Common stock issued
for cash 8,400,000 $ 840 $ - $ - $ 840
Capital contribution
by promoter - - 456 - 456
Net loss for the period
from April 14, 1999
(inception) to
December 31, 1999 - - - (456) (456)
--------- ----- --------- -------- -----
Balance,
December 31, 1999 8,400,000 840 456 (456) 840
Capital contribution
by promoter - - 5,000 - 5,000
Net loss for the
period January 1, 2000
to April 30, 2000 - - - (1,445) (1,445)
--------- ------ -------- -------- ------
BALANCE,
APRIL 30, 2000 8,400,000 $ 840 $5,456 $(1,901) $4,395
=============== ========= ===== ====== ======== =======
</TABLE>
See accompanying notes and accountants' review report.
4
-29-
<PAGE>
CLIP 'N PIERCE FASHIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
-------------------------
<TABLE>
<CAPTION>
Cumulative from
April 14, 1999
(Inception) to Four months ended
April 30, 2000 April 30, 2000
---------------- -----------------
<S> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net loss $ (1,901) $ (1,445)
--------------- ---------------
Net cash used by
operating activities (1,901) (1,445)
--------------- ---------------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Capital contributions 5,456 5,000
Proceeds from common stock issuance 840 -
------------- --------------
Net cash provided by financing
Activities 6,296 5,000
-------------- --------------
INCREASE IN CASH AND CASH
EQUIVALENTS 4,395 3,555
CASH AND CASH EQUIVALENTS -
BEGINNING OF PERIOD - 840
-------------- -------------
CASH AND CASH EQUIVALENTS
- END OF PERIOD $ 4,395 $ 4,395
========================= ============= =============
</TABLE>
See accompanying notes and accountants' review report.
5
-30-
<PAGE>
CLIP 'N PIERCE FASHIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF APRIL 30, 2000
--------------------
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------ ------------------------------------------
(A) Organization and Description of Business
--------------------------------------------
Clip 'N Pierce Fashions, Inc. (a development stage company) (the "Company")
was incorporated in Delaware on April 14, 1999.
The Company's principal stockholder designed a unique jewelry product to
bridge a gap between clip-on and pierced type jewelry products. The design
was contributed to the Company at zero cost basis and the Company intends to
have the product manufactured by third party subcontractors and marketed
through jewelry stores and similar outlets.
The Company's activities during the development stage have included corporate
formation, stock issuance, and product design and market studies
(B) Use of Estimates
--------------------
In preparing financial statements in conformity with generally accepted
accounting principles, management is required to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the financial
statements and revenues and expenses during the reported period. Actual
results could differ from those estimates.
(C) Income taxes
----------------
The Company accounts for income taxes under the Financial Accounting Standards
Board Statement of Financial Accounting Standards No. 109. "Accounting for
Income Taxes" ("Statement No. 109"). Under Statement No. 109, deferred tax
assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts
of existing assets and liabilities and their respective tax basis. Deferred
tax assets and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period
that includes the enactment date. There was no current or deferred income tax
expense or deferred tax liability or asset for the period ended April 30, 2000
since the Company's operations were minimal.
(D) Cash and Cash Equivalents
6
-31-
<PAGE>
For purposes of the statement of cash flows, the Company considers all highly
liquid investments purchased with an original maturity of three months or less
to be cash or equivalents.
(E) Loss Per Share
------------------
Net loss per common share for the four months ended April 30, 2000 and for the
period from April 14, 1999 (inception) to April 30, 2000 is computed based
upon the weighted average common shares outstanding as defined by Financial
Accounting Standards No. 128, "Earnings Per Share". There were no common
stock equivalents outstanding at April 30, 2000.
NOTE 2 STOCKHOLDERS' EQUITY
------ --------------------
(A) Preferred Stock
-------------------
The Company is authorized to issue 20,000,000 shares of preferred stock at
$0.001 par value. The Company has not issued any preferred shares through
April 30, 2000.
(B) Common Stock
----------------
The Company is authorized to issue 50,000,000 shares of common stock at
$0.0001 par value. The Company has issued 8,400,000 shares through
April 30, 2000.
7
-32-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 24. Indemnification of Director and Officers.
Delaware General Corporation Law Section 145 provides that the
Company may indemnify any officer or director who was made a party
to a suit because of his position, including derivative suits, if
he was acting in good faith and in a manner he reasonably believed
was in the best interest of the Company, except, in certain
circumstances, for negligence or misconduct in the performance of
his duty to the Company. If the director or officer is successful
in his suit, he is entitled to indemnification for expenses,
including attorneys' fees. Article Tenth of the Company's
Certificate of Incorporation provides for indemnification of the
Company's officers and directors to the fullest extent permitted by
law. Indemnification agreements have been entered into with all
officers and directors of the Company.
Item 25. Other Expenses of Issuance and Distribution.
The following is an itemized statement of the estimated
amounts of all expenses in connection with the Distribution of the
securities which are the subject of this Registration Statement.
Securities and Exchange Commission
Registration Fee $ 1.07
Printing 3,500.00
Legal Fees and Expenses 1,500.00
Accounting and Audit Fees 2,200.00
___________
TOTAL $ 7,201.07
TAKK, INC. has agreed to pay all costs incurred in this filing.
Distribution of the Shares which are the subject of this Registration
Statement.
Item 26. Recent Sales of Unregistered Securities.
On December 1, 1999 the Company sold 4,000,000 shares of common stock to
Edward F. Myers II for a total of $400, 4,000,000 shares of common stock to
EFM Venture Group, Inc. for $400, and 400,000 common shares to Takk, Inc. for
$40.00.
-33-
<PAGE>
All securities described in the foregoing were sold without commission or
registration in reliance upon the exemptions provided under the provisions of
Sections 3(b) and 4(2) of the Securities Act of 1933, as amended, including
Regulation D promulgated thereunder. In each case, the investor was
sophisticated and had a previous business or personal relationship with one or
more of the directors of the Company.
Item 27. Exhibits.
The following is a list of exhibits filed as part of the Registration
Statement:
3.(i) Certificate of Incorporation,
3.(ii) By-laws
5.1 Copy of Opinion of Carmine J. Bua, Esq.
11.1 Computation of per share earnings 1998
11.2 Computation of per share earnings 1999
11.2 Computation of per share earnings 2000
23.1 Consent of Carmine J. Bua, Esq.
23.2 Consent of Weinberg & Company
27 Financial Data Schedule 12/31/1998 to 4/30/2000
Item 28. Undertakings.
Insofar as indemnification for liabilities, arising under the Securities Act
of 1933 may be permitted to Directors, Officers, or persons controlling the
Company pursuant to the foregoing provisions, or otherwise, the Company has
been informed that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Act and
therefore unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer, or controlling person of the Company
in the successful defense of any action, suite or proceeding) is asserted by
such director, officer, or controlling person in connection with the
securities being registered, the Company 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 as to whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
-34-
<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 all the
requirements for filing on Form SB-2 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the City of San Diego, State of California, on the 19TH day of
June, 2000.
CLIP 'N PIERCE FASHIONS, INC.
By:
//BETTY N. MYERS//
President and CFO
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
//Betty N. Myers//, Director July 11, 2000
// Edward F. Myres II Director Ji;u 11. 2000
-35-
