U.S. Securities and Exchange Commission
Washington, D.C. 20549
<P>
FORM 10-SB
<P>
General form for registration of securities of small
business issuers Under Section 12(b) or (g) of the
Securities Exchange Act of 1934
<P>
HIPSTYLE.COM, INC.
(Name of Small Business Issuer in its charter)
<P>
Florida
(State or other jurisdiction of incorporation or
organization)
<P>
65-0928369
(I.R.S. Employer Identification No.)
<P>
701 Brickell Avenue, Suite 3120
Miami, Florida 33131
(Address of principal executive offices) (Zip Code)
<P>
(305) 539-0900
(Issuer's telephone number)
<P>
Securities to be registered under Section 12(b) of the Act:
<P>
Securities to be registered under Section 12(g) of the Act:
X
<P>
Title of each class to be so registered:
Common Stock, Par Value $.0001
<P>
Stock Name of each exchange on which each class is to be
registered:
OTC Electronic Bulletin Board
<P>
To simplify the language in this Registration Statement,
Hipstyle.com, Inc. is referred to herein as "the Company" or
"We."
<P>
Item 1. Business.
------------------
<P>
Business Development. We were incorporated under the name
Hipstyle.com, Inc. in the State of Florida on June 22, 1999
as a wholly owned subsidiary of Quentin Road Productions,
Inc. Effective March 1, 2000, all of the shares of Hipstyle
owned by Quentin Road Productions, Inc. were distributed to
the Quentin Road Productions, Inc. shareholders in a spin
off at a rate of 1.31 Hipstyle shares for each share of
Quentin Road Productions, Inc. owned.
<P>
We have not been involved in any bankruptcy, receivership or
similar proceeding. We have not been involved in any
material reclassification, merger, consolidation, or
purchase or sale of a significant amount of assets not in
the ordinary course of business.
<P>
Business of Issuer. We are a development stage company which
has designed a website dedicated to bringing together
designers to high fashion and beauty products with a
targeted client base. The Company's goal is to provide
links to established e-commerce and catalog retail sites
featuring designer apparel and accessories, as well as
fashion related services and content to its viewers. The
website provides bulletin boards for a wide variety of
topics like fashion, sex, and entertainment. There's sure to
be a heated discussion going on somewhere at HipStyle
Communities about virtually any topic you could think of.
<P>
The Company's corporate offices are located at 701 Brickell
Avenue, Suite 3120, Miami, Florida 33131. The Company's
corporate staff consists of two persons, both experienced in
all aspects of fashion design. The Company's telephone
number is (305) 539-0900.
<P>
The Company's goal is to provide links to established e-commerce
and catalog retail sites featuring designer apparel
and accessories, as well as fashion related services and
content to its viewers. Some of these include: a search
engine, fashion news, chat and e-mail response, research
tools, video runways and interviews, sale and special event
postings, major fashion magazine archives, and vintage
resources. Revenue will be generated primarily through
charging a click through rate for each link, revenue sharing
on purchases made at partner e-commerce sites, advertising
sales and auction commissions.
<P>
To accomplish its goal as a fashion infomediary over time,
viewers will be offered an exclusive membership in the
Company that will give them special access and privileges.
In return viewers will be asked to fill out some personal
information, that will be aggregated into a database and
used to attract future partners and advertisers.
<P>
Acquiring Viewer Base
----------------------
<P>
The first element of this business model is to generate an
audience/membership as quickly as possible. The higher the
number of viewers on our web site, the greater our value
becomes to potential clients and strategic partners. This
initiative will hinge on a successful advertising campaign
and public relations strategy. The effort must be as
targeted and cost effective as possible, since this
represents HipStyle's largest cost allocation. Preliminary
advertising channels have been identified, and we are
confident that a large international membership can be
attained. HipStyle.com will try to attract individuals who
are interested in this industry by providing unique content
and services, while promoting a sense of community.
<P>
Content
--------
<P>
In order to attract this viewership to HipStyle.com, we will
try to provide services to our members in addition to
shopping links that will be useful and fun to those
individuals who are interested in fashion. We will provide a
search engine for our entire site to create an easy way to
quickly find specific items or functions. Members will also
have the opportunity to chat with each other and exchange
ideas, creating a sense of community within our viewership.
They can also e-mail us directly with questions, comments
and suggestions. We will also provide up to date news and
articles, as well as research tools, which will include
biographies of important figures in fashion like designers
and models.
<P>
Partnerships with major fashion magazines could also give us
the option to provide archives of selected features of their
current issues. Seasonal runway shows and various interviews
will be available to download on RealPlayer video to be
viewed by our members. A separate link can also be
established for event postings such as sample sales, new
openings, and even job and internship listings. Finally, we
will also provide resources to aid in the search for
designer vintage pieces, possibly in the form of an on-line
auction.
<P>
In order for us to move into the infomediary position, Chat,
e-mail and videos will only be offered in exchange for
filling out a simple questionnaire. The questions that they
will be asked to answer will include their name, the city in
which they live, career choice, age range, hobbies and
lifestyle, shopping habits, and dress and shoe size. The
more information that we can gather about our members, the
more valuable each individual becomes to our clients and
strategic partners, and consequently to us. Upon completing
this questionnaire, they will be assigned a membership
number and choose a password that they will use to access
exclusive HipStyle.com offerings.
<P>
Revenue
-------
<P>
The partnerships that we anticipate forming with on-line
retailers will include a link directly from its web-site to
the designer's home page. The intended increase in traffic
to each site provided by HipStyle.com will enable us to
charge each retailer a click-through rate, or a fee for each
click called a CPC. This rate will be determined on an
individualized basis with each partner. In addition, for e-
commerce sites, we will ask for a percentage of revenues
obtained through purchases made by customers that are
HipStyle.com members. The growing membership will provide
opportunities for these businesses to increase their on-line
revenue percentages. The traffic on the Hipstyle.com web
site will also allow for us to receive ad sales revenues
from potential advertisers, and the aggregated information
from the questionnaires will create a highly targeted
advertising profile. Finally, the proposed Hipstyle Auction
will bring buyers and sellers together, and will allow us to
take a commission on each individual transaction.
<P>
Revenue Sources
---------------
<P>
Sources of revenue, as mentioned before, could be generated
from CPC rates, revenue sharing and advertising sales or CPM
rates. Future possibilities for generating income include
strategic partnerships and/or acquisitions of other shopping
sites, developing and selling our own products and licensing
agreements of various types.
<P>
The CPC rate is a fee that is charged every time a
HipStyle.com member clicks on any link to a company site.
This method of generating revenue is directly contingent
upon how many members we have, as the probability rate of an
actual click occurring is relatively higher. The number of
clicks that occur on a link is figured by multiplying the
click-through rate, or average percentage of viewers who
click, by the number of viewers that are actually on the
site at a given time.
<P>
The CPC rate must be specific for each client or strategic
partner, based on their traffic needs. The more existing
traffic there is on a site, the less valuable each click is
for them. However, for a brand new site, like Hipstyle.com,
the need to generate traffic is more immediate.
Consequently, the more established sites will be charged a
lower CPC rate.
<P>
Revenue sharing for purchases made to on-line retailers by
HipStyle.com members is an excellent way to generate profit
long-term. This option is only available to us, however,
through sites that are established as e-commerce sites.
Only a select few of the designers who are on-line are
actually selling their products via the internet. Most of
the sites that are currently and actively retailing are e-
commerce boutiques that are designed specifically for this,
some of which we have targeted as clients of HipStyle.com
and will generate revenue share in the immediate future. Of
the other sites that we have targeted, like major designer
web sites, the majority are catalog sites that are designed
for viewing the current collections and are then ordered by
contacting a customer service center through an 800 number
or e-mail. Most of these sites, however, already have
designed pages that will eventually be used for e-commerce.
It is our belief that these companies are still in an
experimental phase with the technology needed to conduct
business in this way, but are estimated to be fully
operational in a matter of months. We also believe that all
of these companies plan to eventually sell products directly
form their web site. Strategic partnerships would be formed
with these companies, with the value proposition that
HipStyle.com will generate traffic to their sites and
increase the demand for their products on-line.
<P>
Advertising sales on HipStyle.com is a way that we can
possibly generate revenue from a diverse selection of
marketplaces. We intend to create a variety of different
options and packages from companies that would purchase
advertising space on our site. These companies are not
limited to the fashion industry, but can come from a variety
of related industries including: major banks and credit
cards, beauty products and cosmetics, fragrances, fitness
products and gyms, hotels, restaurants and nightclubs. These
advertisements will be in the format of click-on banners and
buttons of varying sizes that will link the viewer directly
to the advertisers' home page. The pricing for these ads
will be based on a CPM rate, or cost per thousand
impressions which the number of times the ad appears on this
site. The CPM rate is derived from the number of exclusive
viewers on a site at a given time, or how many viewers will
actually see the ad. Therefore, the higher Hipstyle's
membership number, the more its advertising space is in
demand. This further outlines our initial priority to draft
a large viewer base in order to generate maximum profit from
sale of our advertising space. The CPMs Hipstyle will charge
are also dependent on our members click through rates, and
on the individual advertiser. Newer advertisers are willing
to pay more for each new customer and would pay a higher
rate per click. CPMs can be derived from CPCs, and vice
versa.
<P>
Competition
-----------
<P>
There are several direct competitors in this industry, but
we believe that there is enough current demand to support
another entrant. In the future, the Company may encounter
competition from other fashion designers and retailers who
are still in the process of constructing their web-sites,
but are showing a future commitment to e-commerce for their
business. Many of the Company's competitors, as well as a
number of potential new competitors, have significantly
greater financial, technical and marketing resources than
the Company. There can be no assurance that the Company's
competitors will not develop Internet products and services
that are superior to those of the Company or that achieve
greater market acceptance than the Company's offerings.
<P>
The Company may also compete with online services and other
Web site operators as well as traditional off-line media
such as print and television for a share of advertisers'
total advertising budgets. There can be no assurance that
the Company will be able to compete successfully against its
current or future competitors or that competition will not
have a material adverse effect on the Company's business,
results of operations and financial condition. However,
retailing over the internet breaks down any previously
existing boundaries, creating an international marketplace
for products that have already achieved world-wide status
through magazine editorial and advertising campaigns. These
facts create the ideal opportunity to introduce a web site
like HipStyle.com that combines all aspects of the fashion
industry, combining shopping with an on-line community of
individuals who share the same interests.
<P>
EMPLOYEES
<P>
At September 30, 2000, the Company employed a total of two
persons. In addition, depending on client demand, the
Company will utilize manpower agencies to contract between
additional persons on a temporary, part-time basis. None of
the Company's employees are represented by a labor union.
The Company believes that its relations with its employees
are good.
<P>
Item 2. Financial Information
-----------------------------
<P>
Item 2. Management Discussion and Analysis
-------------------------------------------
<TABLE>
<S> <C> <C>
For the Year Ended From (inception)
September 30, 2000 to September 30, 2000
-----------------------------------------------------
Development Stage Revenues $0 $0
<P>
Development Stage Expenses (37,246) (37,246)
<P>
Deficit Accumulated During
Development Stage (37,246) (37,246)
<P>
</TABLE>
<P>
Development Stage Revenues
--------------------------
<P>
The Company's operations have been devoted primarily to
developing a business plan, strategic acquisitions, creating
an Internet identity and raising capital for future
operations and administrative functions. The Company
intends to grow through internal development, strategic
alliances and acquisitions of existing businesses. The
ability of the Company to achieve its business objectives is
contingent upon its success in raising additional capital
until adequate revenues are realized from operations.
<P>
Development Stage Expenses
--------------------------
<P>
The Company's development stage expenses were $
for the year end of September 30, 2000. The Company was
inactive for the short year ended June 30, 1998 and
accordingly did not incur any development stage expenses.
The expenses incurred were primarily due to various
consulting, managerial and professional services in pursuit
of the Company's objectives.
<P>
Item 3. Properties.
-------------------
<P>
We currently sublease office space in a building located at
701 Brickell Avenue, Suite 3120, Miami, Florida. The
facility is leased pursuant to a month to month lease. The
primary tenant is The Farkas Group, Inc. The Farkas Group,
Inc. subleases the facility to Atlas Equity Group, Inc., an
affiliated entity. Atlas Equity Group, Inc. subleases the
facility to us. The landlord is not affiliated with us. We
do not pay rent for the use of the premises but as of July
31, 2000 we have been paying an office expense reimbursement
of $2,000 per month. We believe that this space is
sufficient for us at this time.
<P>
Item 4. Security Ownership of Certain Beneficial Owners and
Management.
-----------------------------------------------------------
<P>
As of September 30, 2000, there were 4,600,000 shares of our
common stock, $0.0001 par value issued and outstanding. The
following tabulates holdings of our shares of common stock
by each person who, as of September 30, 2000, holds of
record or is known by management to own beneficially more
than 5% of our common shares and, in addition, by all of our
directors and officers individually and as a group. Each
named beneficial owner has sole voting and investment power
with respect to the shares set forth opposite their name.
<P>
Security Ownership of Beneficial Owners (1)(2):
<P>
<TABLE>
<S> <C> <C> <C>
Title of Class Name & Address Amount Percent
-------------------------------------------------------------------------------------
Common Stock Atlas Equity Group, Inc. 2,620,000 56.96%
701 Brickell Avenue
Suite 3120
Miami, FL 33131
<P>
Common Stock Rebecca J. Brock 655,000 14.24%
294 South Coconut Lane
Miami Beach, FL 33139
<P>
Security Ownership of Management (2):
<P>
Title of Class Name & Address Amount Percent
--------------------------------------------------------------------------------------
Common Stock Rebecca J. Brock 655,000 14.24%
294 South Coconut Lane
Miami Beach, FL 33139
<P>
Common Stock Michelle Brock 50,000 1.09%
105 Lexington Avenue, #6D
New York, NY 10016
<P>
All directors and executive 705,000 15.32%
officers as a group (2 persons)
<P>
</TABLE>
<P>
(1) Pursuant to Rule 13-d-3 under the Securities Exchange
Act of 1934, as amended, beneficial ownership of a security
consists of sole or shared voting power (including the power
to vote or direct the voting) and/or sole or shared
investment power (including the power to dispose or direct
the disposition) with respect to a security whether through
a contract, arrangement, understanding, relationship or
otherwise. Unless otherwise indicated, each person indicated
above has sole power to vote, or dispose or direct the
disposition of all shares beneficially owned, subject to
applicable community property laws.
<P>
(2) This table is based upon information obtained from our
stock records. Unless otherwise indicated in the footnotes
to the above table and subject to community property laws
where applicable, we believe that each shareholder named in
the above table has sole or shared voting and investment
power with respect to the shares indicated as beneficially
owned.
<P>
Item 5. Directors and Executive Officers
----------------------------------------
<P>
Rebecca J. Brock has been President, Secretary, Treasurer
and Director of the Company since inception. She has also
been a fashion model with Fords Models Inc. in Miami,
Florida and Spirit Model Management in New York, New York.
She was been in the modeling industry for the past five
years represented by various modeling agencies in New York,
Miami, Paris, Los Angeles and Chicago. Ms. Brock has been
heavily in contact with many artists through her experience
in the fashion industry. In addition, since 1996, Ms. Brock
has been represented by a commercial television agency in
New York and has appeared in lead roles in several national
television commercials. She is currently a member of the
Screen Actors Guild. In addition, Ms. Brock was President
and founder of WealthHound.com, Inc. a publicly traded
company listed on the OTC Electronic Bulletin Board. She
was also founder and President of Quentin Road Productions,
Inc., a publicly traded company listed on the OTC Electronic
Bulletin Board. She attended Penn State University from
1995-1996.
<P>
Michelle Brock, has served as our Vice President and
Director since May 30, 2000. Ms. Brock has been employed in
public relations and sales for Norma Kamali, Inc. since May
1999. Her responsibilities include the generating of
editorial press of United States and foreign fashion
magazines as well as sales to industry insiders and Internet
clients. From May 1998 to May 1999, Ms. Brock was employed
as an analyst assistant with Odyssey Investments Partners,
LLC where she conducted financial and market research in the
Internet technology, aerospace, telecommunications and
transportation industries. She was also Vice President of
Quentin Road Productions, Inc., a publicly traded company
listed on the OTC Electronic Bulletin Board. Ms. Brock
graduated in May 1998, from Penn State University with a
degree in Music Theory and Violin Performance.
<P>
The Company intends to expand its Board of Directors, and to
seek to recruit and retain a Chief Financial Officer, upon
completion of this offering. Current efforts are underway
to recruit additional members of management, as well.
<P>
All officers and directors listed above will remain in
office until the next annual meeting of our stockholders,
and until their successors have been duly elected and
qualified. There are no agreements with respect to the
election of Directors. We have not compensated our
Directors for service on our Board of Directors, any
committee thereof, or reimbursed for expenses incurred for
attendance at meetings of our Board of Directors and/or any
committee of our Board of Directors. Officers are appointed
annually by our Board of Directors and each Executive
Officer serves at the discretion of our Board of Directors.
We do not have any standing committees. Our Board of
Directors may in the future determine to pay Directors' fees
and reimburse Directors for expenses related to their
activities.
<P>
None of our Officers and/or Directors have filed any
bankruptcy petition, been convicted of or been the subject
of any criminal proceedings or the subject of any order,
judgment or decree involving the violation of any state or
federal securities laws within the past five (5) years.
<P>
Item 6. Executive Compensation.
-------------------------------
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Name Position Year Salary Bonus Other Stock Options
---------------------------------------------------------------------------------------
Rebecca J. Brock Pres/Secy/Tres 2000 $00 0 655,000 0
<P>
Michelle Brock VP/Director 2000 $00 0 50,000 0
</TABLE>
<P>
Item 7. Certain Relationships and Related Transactions.
-------------------------------------------------------
<P>
We currently sublease office space in a building located at
701 Brickell Avenue, Suite 3120, Miami, Florida. The
facility is leased pursuant to a month to month lease. The
primary tenant is The Farkas Group, Inc. The Farkas Group,
Inc. subleases the facility to Atlas Equity Group, Inc., an
entity which is wholly owned by Michael Farkas an affiliated
individual. Atlas Equity Group, Inc. subleases the facility
to us. The landlord is not affiliated with us. We do not
pay rent for the use of the premises but as of July 31, 2000
we have been paying an office expense reimbursement of
$2,000 per month.
<P>
We have not and do not intend to enter into any additional
transactions with our management or any nominees for such
positions. We have not and do not intend to enter into any
transactions with our beneficial owners. We are not a
subsidiary of any parent company. Since inception, we have
not entered into any transactions with promoters other than
our officers and directors Rebecca J. Brock and Michelle
Brock, who each received 655,000 and 50,000 respectively, of
our shares of common stock.
<P>
Our management is involved in other business activities and
may, in the future become involved in other business
opportunities. If a specific business opportunity becomes
available, such persons may face a conflict in selecting
between our business and their other business interests. We
have not and do not intend in the future to formulate a
policy for the resolution of such conflicts.
<P>
Item 8. Legal Proceedings.
--------------------------
<P>
We are not a party to any pending legal proceeding, and we
are not aware of any contemplated legal proceeding by a
governmental authority involving us.
<P>
Item 9. Market Price of and Dividends on the Registrant's
Common Equity and Related Stockholder Matters.
----------------------------------------------------------
<P>
There is no established public trading market for our
securities. After this document is declared effective by
the Securities and Exchange Commission, we currently intend
to seek a listing on the OTC Electronic Bulletin Board in
the United States. Our shares are not and have not been
listed or quoted on any exchange or quotation system.
<P>
At September 30, 2000, there were 4,600,000 shares of our
common stock issued and outstanding. We have never paid
dividends on our shares. We currently intend to retain
earnings for use in our business and do not anticipate
paying any dividends in the foreseeable future.
<P>
As of the date of this registration, we had forty-three (43)
holders of record of our common stock. We currently have one
class of common stock outstanding.
<P>
Certain securities herein are restricted securities as
defined under Rule 144 of the Securities Act of 1933 and may
only be sold under Rule 144 or otherwise under an effective
registration statement or an exemption from registration, if
available. Rule 144 generally provides that a person who has
satisfied a one year holding period for the restricted
securities and is not an affiliate of us may sell such
securities subject to the Rule 144 provisions. Under Rule
144, directors, executive officers, and persons or entities
they control or who control them may sell shares that have
satisfied the one year holding period for the restricted
securities in an amount limited to, in any three-month
period, the greater of 1% of our outstanding shares of
common stock or the average of the weekly trading volume in
our common stock during the four calendar weeks preceding a
sale. All sales under Rule 144 must also be made without
violating the manner-of-sale provisions, notice
requirements, and the availability of public information
about us. A sale of shares by such security holders, whether
under Rule 144 or otherwise, may have a depressing effect
upon the price of our common stock in any market that might
develop.
<P>
Penny Stock Considerations.
<P>
Broker-dealer practices in connection with transactions in
"penny stocks" are regulated by certain penny stock rules
adopted by the Securities and Exchange Commission. Penny
stocks generally are equity securities with a price of less
than $5.00. Penny stock rules require a broker-dealer, prior
to a transaction in a penny stock not otherwise exempt from
the rules, to deliver a standardized risk disclosure
document that provides information about penny stocks and
the risks in the penny stock market. The broker-dealer also
must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the
broker-dealer and its salesperson in the transaction, and
monthly account statements showing the market value of each
penny stock held in the customer's account. In addition, the
penny stock rules generally require that prior to a
transaction in a penny stock, the broker-dealer make a
special written determination that the penny stock is a
suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction.
<P>
These disclosure requirements may have the effect of
reducing the level of trading activity in the secondary
market for a stock that becomes subject to the penny stock
rules. Our shares will likely be subject to such penny stock
rules, and our shareholders will, in all likelihood, find it
difficult to sell their securities.
<P>
No market exists for our securities and there is no
assurance that a regular trading market will develop, or if
developed will be sustained. A shareholder, in all
likelihood, therefore, will not be able to resell the
securities referred to herein should he or she desire to do
so. Furthermore, it is unlikely that a lending institution
will accept our securities as pledged collateral for loans
unless a regular trading market develops. There are no
plans, proposals, arrangements or understandings with any
person in regard to the development of a trading market in
any of our securities.
<P>
Item 10. Recent Sales of Unregistered Securities.
-------------------------------------------------
<P>
The following sets forth information relating to all of our
previous sales of securities which were not registered under
the Securities Act of 1933.
<P>
Hipstyle.com, Inc. was incorporated in the State of Florida
on June 22, 1999 as a wholly owned subsidiary of Quentin
Road Productions, Inc. and 2,000 shares were issued to
Quentin Road Productions, Inc. in reliance on the exemption
under Section 4(2) of the Securities Act of 1933, as amended
(the "Act"). On January 15, 2000, the Shareholder and
Directors of Hipstyle authorized a 2,000 for 1 stock split
increasing the amount of outstanding shares owned by Quentin
Road Productions, Inc., the sole shareholder, to 4,000,000
shares. On March 1, 2000, a majority of the shareholders
and the Directors authorized a distribution of the Hipstyle
shares owned by Quentin Road Productions, Inc. to the
Quentin Road Productions, Inc. shareholders in an
unregistered spin off at a rate of 1.31 Hipstyle shares for
each share of Quentin Road Productions, Inc. owned. After
such spin off, the Company had 4,000,000 shares outstanding
to 25 shareholders.
<P>
In September, 2000, we completed a Regulation D, Rule 504
Offering in which we issued a total of 550,000 shares of our
common stock to 22 shareholders for an aggregate offering
price of $110,000. The Common Stock issued in the Company's
Regulation D, Rule 504 offering was issued in a transaction
not involving a public offering in reliance upon an
exemption from registration provided by Section 4(2) of the
Securities Act of 1933, as amended, and Rule 504 of
Regulation D promulgated thereunder. In accordance with
Section 230.504 (b)(1) of the Securities Act of 1933, these
shares were designated as unrestricted since they qualified
for exemption under Section 230.504 since such transactions
satisfy the terms and conditions of Sections 230.501 and
230.502 (a) of the Securities Act of 1933 since such
offering was registered in the State of New York, without
violation of any Federal or state securities law or
regulation.
<P>
On May 20, 2000, we issued a total of 50,000 shares of our
common stock to Michelle Brock as compensation for services
rendered. Ms. Brock is a sophisticated purchaser and had a
pre-existing relationship with members of the Company's
management. Accordingly, the issuance of shares was exempt
from the registration requirements of the Act pursuant to
Section 4(2) of the Act.
<P>
We have never utilized an underwriter for an offering of our
securities. Other than the securities mentioned above, we
have not issued or sold any securities.
<P>
Item 11. Description of Registrant's Securities to be
Registered.
<P>
Qualification.
<P>
The following statements constitute brief summaries of our
Articles of Incorporation and Bylaws, as amended. Such
summaries are qualified in their entirety by reference to
the full text of our Articles of Incorporation and Bylaws.
<P>
Common Stock.
<P>
Our Articles of Incorporation authorize us to issue up to
100,000,000 Common Shares, $0.0001 par value per common
share. As of September 30, 2000, there were 4,600,000
shares of our common stock outstanding.
<P>
Liquidation Rights.
<P>
Upon our liquidation or dissolution, each outstanding Common
Share will be entitled to share equally in our assets
legally available for distribution to shareholders after the
payment of all debts and other liabilities.
<P>
Dividend Rights.
<P>
We do not have limitations or restrictions upon the rights
of our Board of Directors to declare dividends, and we may
pay dividends on our shares of stock in cash, property, or
our own shares, except when we are insolvent or when the
payment thereof would render us insolvent subject to the
provisions of the Florida Statutes. We have not paid
dividends to date, and we do not anticipate that we will pay
any dividends in the foreseeable future.
<P>
Voting Rights.
<P>
Holders of our Common Shares are entitled to cast one vote
for each share held of record at all shareholders meetings
for all purposes.
<P>
Other Rights.
<P>
Common Shares are not redeemable, have no conversion rights
and carry no preemptive or other rights to subscribe to or
purchase additional Common Shares in the event of a
subsequent offering.
There are no other material rights of the common or
preferred shareholders not included herein. There is no
provision in our charter or by-laws that would delay, defer
or prevent a change in control of us. We have not issued
debt securities.
<P>
Item 12. Indemnification of Directors and Officers.
---------------------------------------------------
<P>
Our Articles of Incorporation provide that, to the fullest
extent permitted by law, none of our directors or officers
shall be personally liable to us or our shareholders for
damages for breach of any duty owed to us or our
shareholders. In addition, we shall have the power, by our
by-laws or in any resolution of our stockholders or
directors, to undertake to indemnify the officers and
directors of ours against any contingency or peril as may be
determined to be in our best interest and in conjunction
therewith, to procure, at our expense, policies of
insurance.
<P>
At this time, no statute or provision of the by-laws, any
contract or other arrangement provides for insurance or
indemnification of any of our controlling persons, directors
or officers which would affect his or her liability in that
capacity.
<P>
Item 13. Financial Statements and Supplementary Data
----------------------------------------------------
<P>
For the information required by this Item, refer to the
Index to Financial Statements appearing on page F-1 of the
registration statement.
<P>
Item 14. Changes in and Disagreements with Accountants.
--------------------------------------------------------
<P>
During the two most recent fiscal years and the subsequent
interim period, we have had no disagreement, resignation or
dismissal of the principal independent accountant for the
Company. Our accountant at this time is John Abitante, CPA
of Berenfeld, Spritzer, Shechter & Sheer.
<P>
Item 15. Financial Statements and Exhibits.
-------------------------------------------
<P>
For the information required by this Item, refer to the
Index to Financial Statements appearing on page F-1 of the
registration statement.
<P>
SIGNATURES
<P>
In accordance with Section 12 of the Securities Exchange Act
of 1934, the registrant caused this registration statement
to be signed on its behalf by the undersigned, thereunto
duly authorized.
<P>
/S/REBECCA J. BROCK
--------------------------------
By: REBECCA J. BROCK
Title: President, Secretary and
Treasurer
<P>
Date: October 17, 2000
<P>
<PAGE>
<P>
HIPSTYLE.COM, INC.
<P>
(A DEVELOPMENT STAGE COMPANY)
<P>
FINANCIAL STATEMENTS
<P>
JUNE 30, 2000
<P>
</PAGE>
<PAGE>
HIPSTYLE.COM, INC.
<P>
TABLE OF CONTENTS
------------------
<P>
<TABLE>
<S> <C>
INDEPENDENT AUDITOR'S REPORT 1
<P>
BALANCE SHEET 2
<P>
STATEMENTS OF OPERATIONS 3
<P>
STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY 4-5
<P>
STATEMENTS OF CASH FLOWS 6-7
<P>
NOTES TO FINANCIAL STATEMENTS 8-12
<P>
</TABLE>
</PAGE>
<PAGE>
INDEPENDENT AUDITORS' REPORT
<P>
To the Stockholders and Board of Directors
Hipstyle.com, Inc.
(A Development Stage Company)
Miami, Florida
<P>
We have audited the accompanying balance sheet of
Hipstyle.com, Inc. (a development stage company) as of June
30, 2000 and 1999 and the related statements of operations,
and cash flows for the year ended June 30, 2000 and for the
period from June 22, 1999 (inception) to June 30, 1999 and
the cumulative period June 22, 1999 (inception) to June 30,
2000 and changes in stockholder's equity for the cumulative
period June 22, 1999 (inception) to June 30, 2000. These
financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on
these financial statements based on our audit.
<P>
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 Hipstyle.com, Inc. as of June 30, 2000 and 1999,
and the results of its operations and its cash flows for the
years ended June 30, 2000 and for the period from June 22,
1999 (inception) to June 30, 1999 and the cumulative period
June 22, 1999 (inception) to June 30, 2000, in conformity
with generally accepted accounting principles.
<P>
The accompanying financial statements have been prepared
assuming the Company will continue as a going concern. As
discussed in Note 3 to the financial statements, the Company
is a development stage company. The realization of a major
portion of its assets is dependent upon its ability to meet
its future financing requirements, and the success of future
operations. These factors raise substantial doubt about the
Company's ability to continue as a going concern. The
financial statements do not include any adjustments that
might result from this uncertainty.
<P>
Berenfeld, Spritzer, Shechter and Sheer
Miami, Florida
September 5, 2000
<P>
</PAGE>
<PAGE>
<TABLE>
HIPSTYLE.COM, INC.
<P>
(A DEVELOPMENT STAGE COMPANY)
<P>
BALANCE SHEET
<P>
ASSETS
<S> <C> <C>
June 30, 2000 June 30, 1999
--------------------------------
CURRENT ASSETS:
<P>
Cash $ 55 $0
Stock subscriptions receivable 110,000 0
--------------------------------
Total current assets 110,055 0
<P>
TOTAL ASSETS $110,055 $0
<P>
LIABILITIES AND STOCKHOLDERS' EQUITY
<P>
CURRENT LIABILITIES:
<P>
Accounts Payable $54,697 $0
Shareholder loans 2,488 0
Accrued professional fees 15,952 0
--------------------------------
Total Current Liabilities 73,137 0
<P>
STOCKHOLDERS' EQUITY:
<P>
Common stock, $.0001 par value,
100,000,000 shares authorized,
4,600,000 and 2,000 shares
issued and outstanding respectively 460 0
<P>
Additional paid-in capital 114,740 200
Deficit accumulated during the
the development stage (78,282) (200)
--------------------------------
Total Stockholders' Equity 36,918 0
--------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $110,055 $0
================================
<P>
The accompanying notes are an integral part of these financial statements.
<P>
</TABLE>
</PAGE>
<PAGE>
<TABLE>
HIPSTYLE.COM, INC.
<P>
(A DEVELOPMENT STAGE COMPANY)
<P>
STATEMENTS OF OPERATIONS
<P>
<S> <C> <C> <C>
FOR THE PERIOD FOR THE PERIOD
FOR THE JUNE 22, 1999 JUNE 22, 1999
YEAR ENDED (INCEPTION) TO (INCEPTION) TO
JUNE 30, 2000 JUNE 30, 1999 JUNE 30, 2000
-------------------------------------------------------
DEVELOPMENT STAGE REVENUES $ 0 $ 0 $ 0
<P>
DEVELOPMENT STAGE EXPENSES:
<P>
Accounting 13,000 0 13,000
Bank charges 145 0 145
Consulting fees 5,000 200 5,200
Dues and subscriptions 238 0 238
Licenses and taxes 925 0 925
Professional fees 4,482 0 4,482
Research and development 54,292 0 54,292
--------------------------------------------------------
Total Development Stage Expenses 78,082 200 78,282
<P>
DEFICIT ACCUMULATED DURING
THE DEVELOPMENT STAGE $(78,082) $(200) $(78,282)
========================================================
<P>
LOSS PER SHARE:
<P>
Basic $0.0567 $0.1000 $0.0581
<P>
Diluted N/A N/A N/A
=======================================================
Weighted-average of common
shares outstanding 1,376,503 2,000 1,347,059
=======================================================
<P>
The accompanying notes are an integral part of these financial statements.
<P>
</TABLE>
</PAGE>
<PAGE>
<TABLE>
HIPSTYLE.COM, INC.
COMPUTATION OF WEIGHTED AVERAGE NUMBER OF SHARES
FOR THE PERIOD JUNE 22, 1999 (INCEPTION) THROUGH JUNE 30, 1999
<S> <C> <C> <C> <C>
INCREASE DAYS SHARE
DATE DECREASE OUTSTANDING OUTSTANDING DAYS
----------------------------------------------------------------------------------
June 22, 1999 2,000 8 16,000
<P>
June 30, 1999 0 2,000 0 0
---------------------------
June 30, 1999 8 16,000
===========================
<P>
WEIGHTED SHARES 2,000
</TABLE>
<TABLE>
HIPSTYLE.COM, INC.
COMPUTATION OF WEIGHTED AVERAGE NUMBER OF SHARES
FOR THE YEAR ENDED JUNE 30, 1999 THROUGH JUNE 30, 2000
<S> <C> <C> <C> <C>
INCREASE DAYS SHARE
DATE DECREASE OUTSTANDING OUTSTANDING DAYS
----------------------------------------------------------------------------------
June 30, 1999 0 245 0
<P>
March 1, 2000 4,050,000 4,050,000 96 388,800,000
<P>
June 5, 2000 550,000 4,600,000 25 115,000,000
<P>
June 30, 2000 0 4,600,000 0 0
----------------------------
June 30, 2000 366 503,800,000
============================
<P>
WEIGHTED SHARES 1,376,503
</TABLE>
<TABLE>
HIPSTYLE.COM, INC.
COMPUTATION OF WEIGHTED AVERAGE NUMBER OF SHARES
FOR THE PERIOD JUNE 22, 1999 (INCEPTION) THROUGH JUNE 30, 2000
<S> <C> <C> <C> <C>
INCREASE DAYS SHARE
DATE DECREASE OUTSTANDING OUTSTANDING DAYS
----------------------------------------------------------------------------------
June 22, 1999 8 0
<P>
June 30, 1999 0 0 245 0
<P>
March 1, 2000 4,050,000 4,050,000 96 388,800,000
<P>
June 5, 2000 550,000 4,600,000 25 115,000,000
<P>
June 30, 2000 0 4,600,000 0 0
---------------------------
June 30, 2000 374 503,800,000
<P>
WEIGHTED SHARES 1,347,059
<P>
</TABLE>
</PAGE>
<PAGE>
<TABLE>
HIPSTYLE.COM, INC.
<P>
(A DEVELOPMENT STAGE COMPANY)
<P>
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
<P>
FOR THE PERIOD JUNE 22, 1999 (INCEPTION) TO JUNE 30, 2000
<S> <C> <C> <C> <C> <C>
DEFICIT
ACCUMULATED
ADDITIONAL DURING THE
COMMON STOCK PAID-IN DEVELOPMENT
SHARES AMOUNT CAPITAL STAGE TOTAL
-------------------------------------------------------------------
Balance, June 22, 1999
(inception) 0 $ 0 $ 0 $ 0 $ 0
<P>
Restricted common stock
issued to founder
for consulting services 2,000 0 200 0 200
<P>
Deficit accumulated during the
development stage for the
period June 22, 1999 (inception)
to June 30, 1999 0 0 0 (200) (200)
-------------------------------------------------------------------
Balance June 30, 1999 2,000 $ 0 $ 200 $ (200) $ 0
-------------------------------------------------------------------
<P>
The accompanying notes are an integral part of these financial statements.
<P>
4
</TABLE>
</PAGE>
<TABLE>
HIPSTYLE.COM, INC.
<P>
(A DEVELOPMENT STAGE COMPANY)
<P>
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
<P>
FOR THE PERIOD JUNE 22, 1999 (INCEPTION) TO JUNE 30, 2000
<P>
CONTINUED
<P>
<S> <C> <C> <C> <C> <C>
DEFICIT
ACCUMULATED
ADDITIONAL DURING THE
COMMON STOCK PAID-IN DEVELOPMENT
SHARES AMOUNT CAPITAL STAGE TOTAL
-------------------------------------------------------------------
Forward Split
2,000 to 1 4,000,000 $ 400 $ (200) $ 0 $ 0
<P>
Restricted common stock
issued to related party
for consulting
services 50,000 5 4,995 0 5,000
<P>
Common stock issued
to third parties 550,000 55 109,945 0 110,000
<P>
Deficit accumulated during the
development stage for the year
ended June 30, 2000 0 0 0 (78,082) (78,082)
------------------------------------------------------------------
Balance,
June 30, 2000 4,600,000 $ 460 $ 114,740 $ (78,082) $ 36,918
==================================================================
<P>
The accompanying notes are an integral part of these financial statements.
<P>
5
</TABLE>
</PAGE>
<PAGE>
<TABLE>
HIPSTYLE.COM, INC.
<P>
(A DEVELOPMENT STAGE COMPANY)
<P>
STATEMENTS OF CASH FLOWS
<S> <C> <C> <C>
FOR THE PERIOD FOR THE PERIOD
FOR THE JUNE 22, 1999 JUNE 22, 1999
YEAR ENDED (INCEPTION) TO (INCEPTION) TO
JUNE 30, 2000 JUNE 30, 1999 JUNE 30, 2000
----------------------------------------------------------
OPERATING ACTIVITIES:
<P>
Deficit accumulated during the
development stage $(78,082) $(200) $(78,282)
<P>
Adjustments to reconcile net loss
to net cash used by operations:
<P>
Restricted common stock issued
for consulting fees 5,000 200 5,200
Increase in accrued expenses 15,952 0 15,952
Increase in accounts payable 54,697 0 54,697
----------------------------------------------------------
Net Cash Used by
Operating Activities (2,433) 0 (2,433)
----------------------------------------------------------
FINANCING ACTIVITIES:
<P>
Loans from shareholders 2,488 0 2,488
----------------------------------------------------------
Net Cash Provided by
Financing Activities 2,488 0 2,488
----------------------------------------------------------
<P>
NET INCREASE IN CASH 55 0 55
<P>
CASH, BEGINNING OF PERIOD 0 0 0
---------------------------------------------------------
CASH, END OF PERIOD $55 $0 $55
=========================================================
<P>
The accompanying notes are an integral part of these financial statements.
<P>
6
</TABLE>
</PAGE>
HIPSTYLE.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FOR THE PERIOD JUNE 22, 1999 (INCEPTION) TO JUNE 30, 2000
<P>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
<P>
During the years ended June 30, 2000 and 1999, and for
the cumulative period June 22, 1999 (inception) to June 30,
2000, the Company did not pay any interest.
<P>
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES
<P>
The Company entered into the following non-cash
transactions:
<P>
On June 22, 1999 (inception) the Company issued 2,000
restricted shares of common stock in consideration for
consulting services provided by the founder of the Company.
<P>
This transaction was valued at $200.
<P>
On May 30, 2000 the Company issued 50,000 restricted
shares of the Company's common stock in exchange for
consulting services to the Vice President of the Company.
<P>
This transaction was valued at $5,000.
<P>
The accompanying notes are an integral part of these
financial statements.
<P>
7
<P>
HIPSTYLE.COM, INC.
<P>
(A DEVELOPMENT STAGE COMPANY)
<P>
NOTES TO FINANCIAL STATEMENTS
<P>
JUNE 30, 2000
<P>
NOTE 1 - NATURE OF ORGANIZATION AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------
<P>
ORGANIZATION
<P>
Hipstyle.com, Inc. ("the Company") was incorporated on June
22, 1999 under the laws of the State of Florida and is
licensed to do business in the state of New York. The
Company is in the process of designing a website dedicated
to bringing together designers of high fashion and beauty
products with a targeted client base. The Company's goal is
to provide links to established e-commerce and catalog
retail sites featuring designer apparel and accessories, as
well as fashion related services and content to its viewers.
Some of these include: a search engine, fashion news, chat
and e-mail response, research tools, video runways and
interviews, sale and special event postings, major fashion
magazine archives, and vintage resources. Revenue will be
generated primarily though charging a click through rate for
each link, revenue sharing on purchases made at partner e-
commerce sites, advertising sales and auction commissions.
<P>
To accomplish its goal as a fashion infomediary over time,
viewers will be offered an exclusive membership in the
Company that will give them special access and privileges.
In return viewers will be asked to fill out some personal
information that will be aggregated into a database and used
to attract future partners and advertisers.
<P>
The Company was a wholly owned subsidiary of
Intellilabs.com, Inc. ("Intellilabs"), formerly known as
Quentin Road productions, Inc., a publicly trade company
listed on the OTC Electronic Bulletin Board (OTCBB:QRPI)
from inception until March 1, 2000. It was spun-off by
Intellilabs on March 1, 2000. Upon such spin-off,
shareholders of Intellilabs received 1.31 shares of the
Company for each share of Intellilabs owned as of March 1,
2000. Its principal office is located at 701 Brickell
Avenue, Suite 3120, Miami, FL 33131.
<P>
CASH AND CASH EQUIVALENTS
<P>
For purposes of reporting cash flows, the Company considers
all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.
<P>
INCOME TAXES
<P>
The Company utilizes Statement on Financial Accounting
Standard ("SFAS") No. 109, "Accounting for Income Taxes",
which requires the recognition of deferred tax assets and
liabilities for the expected future tax consequences of
events that have been included in financial statements or
tax returns. Under this method, deferred income taxes are
recognized for the tax consequences in future years of
differences between the tax bases of assets and liabilities
and their financial reporting amounts at each period end
based on enacted tax laws and statutory tax rates applicable
to the periods in
<P>
HIPSTYLE.COM, INC.
<P>
(A DEVELOPMENT STAGE COMPANY)
<P>
NOTES TO FINANCIAL STATEMENTS
<P>
JUNE 30, 2000
<P>
NOTE 1 - NATURE OF ORGANIZATION AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
-------------------------------------------------------
<P>
which the differences are expected to affect taxable income.
Valuation allowances are established where necessary to
reduce deferred tax assets to amounts expected to be
realized. The accompanying financial statements have no
provisions for deferred tax assets or liabilities because
the deferred tax allowance offsets deferred tax assets in
their entirety.
<P>
NET LOSS PER SHARE
<P>
The Company has adopted SFAS No. 128 "Earnings Per Share".
Basic loss per share is computed by dividing the loss
available to common shareholders by the weighted-average
number of common shares outstanding. Diluted loss per share
is computed in a manner similar to the basic loss per share,
except that the weighted-average number of shares
outstanding is increased to include all common shares,
including those with the potential to be issued by virtue of
warrants, options, convertible debt and other such
convertible instruments. Diluted earnings per share
contemplates a complete conversion to common shares of all
convertible instruments, only if they are dilutive in nature
with regards to earnings per share. Since the Company has
incurred net losses for all periods, basic loss per share
and diluted loss per share are the same.
<P>
USE OF ESTIMATES
<P>
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosures of
contingent assets and liabilities as of the date of the
financial statements, and the reported amounts of revenues
and expenses during the reporting period. Accordingly,
actual results could differ from those estimates.
<P>
NOTE 2 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
------------------------------------------------------
<P>
In June 1997, the Financial Accounting Standards Board
("FASB") issued SFAS No. 130, "Reporting Comprehensive
Income". This statement requires companies to classify
items of other comprehensive income by their nature in
financial statements and to display the accumulated balance
of other comprehensive income separately from retained
earnings and additional paid-in capital in the equity
section of a statement of financial position. SFAS No. 130
is effective for financial statements issued for fiscal
years beginning after December 15, 1997. Management
believes that SFAS No. 130 has no material effect on the
Company's financial statements.
<P>
HIPSTYLE.COM, INC.
<P>
(A DEVELOPMENT STAGE COMPANY)
<P>
NOTES TO FINANCIAL STATEMENTS
<P>
JUNE 30, 2000
<P>
NOTE 2 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
(CONT'D)
--------------------------------------------------------
<P>
In June 1997, the Financial Accounting Standards Board
("FASB") issued SFAS No. 130, "Reporting Comprehensive
Income". This statement requires companies to classify
items of other comprehensive income by their nature in
financial statements and to display the accumulated balance
of other comprehensive income separately from retained
earnings and additional paid-in capital in the equity
section of a statement of financial position. SFAS No. 130
is effective for financial statements issued for fiscal
years beginning after December 15, 1997. Management
believes that SFAS No. 130 has no material effect on the
Company's financial statements.
<P>
In June 1997, the FASB issued SFAS No. 131, "Disclosure
About Segments of an Enterprise and Related Information".
This statement establishes additional standards for segment
reporting in financial statements and is effective for
financial statements issued for fiscal years beginning after
December 15, 1997. Management believes that SFAS No. 131
does not have a material effect on the Company's financial
statements.
<P>
In April 1998, the American Institute of Certified Public
Accountants issued Statement of Position No. 98-5,
"Reporting for Costs of Start-Up Activities", ("SOP 98-5").
The Company is required to expense all start-up costs
related to new operations as incurred. In addition, all
start-up costs that were capitalized in the past must be
written off when SOP 98-5 is adopted. The Company's
adoption did not have a material impact on the Company's
financial position or results of operations.
<P>
SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities", is effective for financial statements
issued for fiscal years beginning after June 15, 1999. SFAS
No. 133 establishes accounting and reporting standards for
derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging
activities. Management does not believe that SFAS No. 133
will have a material effect on its financial position or
results of operations.
<P>
SFAS No. 134, "Accounting for Mortgage-Backed Securities
Retained after the Securitization of Mortgage Loans Held for
Sale by Mortgage Banking Enterprises", is effective for
financial statements issued in the first fiscal quarter
beginning after December 15, 1998. This statement is not
applicable to the Company.
<P>
SFAS No. 135, "Rescission of FASB Statement No. 75 and
Technical Corrections", is effective for financial
statements issued for fiscal years beginning in February
1999. This statement is not applicable to the Company.
<P>
NOTE 3 - DEVELOPMENT STAGE OPERATIONS AND GOING CONCERN
MATTERS
-----------------------------------------------------------
<P>
The Company's initial activities have been devoted to
developing a business plan, negotiating contracts and
raising capital for future operations and administrative
functions.
<P>
HIPSTYLE.COM, INC.
<P>
(A DEVELOPMENT STAGE COMPANY)
<P>
NOTES TO FINANCIAL STATEMENTS
<P>
JUNE 30, 2000
<P>
NOTE 3 - DEVELOPMENT STAGE OPERATIONS AND GOING CONCERN
MATTERS (CONT'D)
<P>
The accompanying financial statements have been prepared on
a going concern basis, which contemplates the realization of
assets and the satisfaction of liabilities in the normal
course of business. As shown in the financial statements,
development stage losses from June 22, 1999 (inception) to
June 30, 2000, were $78,282. The Company's cash flow
requirements have been met by contributions of capital and
accounts payable. The possibility exists that these sources
of financing will not continue to be available. If the
Company is unable to generate profits, or unable to obtain
additional funds for its working capital needs, it may have
to cease operations.
<P>
The financial statements do not include any adjustments
relating to the recoverability and classification of
liabilities that might be necessary should the Company be
unable to continue as a going concern. The Company's
continuation as a going concern is dependent upon its
ability to generate sufficient cash flow to meet its
obligations on a timely basis, to retain additional paid-in
capital and to ultimately attain profitability.
<P>
NOTE 4 - DEFERRED INCOME TAXES
----------------------------------
<P>
The Company has a carry-forward loss for income tax purposes
of $78,282 that may be offset against future taxable income.
The carry-forward loss expires at various times through the
year 2019. Due to the uncertainty regarding the success of
future operations, management has valued the deferred tax
asset allowance at 100% of the related deferred tax asset.
The deferred tax assets and valuation allowances as of June
30, 2000, consists of the following:
<P>
<TABLE>
<S> <C> <C>
2000 1999
-----------------------
Deferred tax assets arising $ 14,100 $ 36
<P>
Less valuation allowance (14,100) (36)
<P>
Net Deferred Tax Asset $ 0 $ 0
===================================
</TABLE>
<P>
NOTE 5 - STOCKHOLDERS' EQUITY
----------------------------------
<P>
The Company issued 2,000 common shares upon incorporation to
Intellilabs in exchange for consulting services valued at
$200. This investor is deemed to be a founder and affiliate
of the Company.
<P>
HIPSTYLE.COM, INC.
<P>
(A DEVELOPMENT STAGE COMPANY)
<P>
NOTES TO FINANCIAL STATEMENTS
<P>
JUNE 30, 2000
<P>
NOTE 5 - STOCKHOLDERS' EQUITY (CONT'D)
-----------------------------------------
<P>
On January 4, 2000, the Board of Directors amended the
Articles of Incorporation. The number of authorized shares
of common stock was increased to 100,000,000. The par value
was changed to $0.0001 per share of common stock. The
financial statements have been retroactively adjusted to
reflect the effect of this change.
<P>
On January 15, 2000, the Board of Directors authorized a
2,000 to 1 forward split of the Company's common stock, par
value $0.0001. Subsequent to the split there were 4,000,000
issued and outstanding.
<P>
On March 1, 2000, the Company entered into an agreement and
plan of distribution ("spin-off") with Intellilabs. Upon
spin-off, the shareholders of Intellilabs received 1.31
shares of the Company's common stock for each share of
Intellilabs owned as of March 1, 2000, totaling 4,000,000
common shares.
<P>
On May 30, 2000, the Board of Directors authorized the
issuance of 50,000 restricted shares of the Company's common
stock in exchange for consulting services rendered by the
Vice President. This transaction was valued at $5,000.
<P>
In June 2000 the Company entered into a private offering of
securities pursuant to Regulation D, Rule 504, promulgated
under the Securities Act of 1933. Common shares were
offered to non-accredited investors for cash consideration
of $0.20 per share. 550,000 shares were issued to 22
unaffiliated shareholders. The offering is now closed.
<P>
NOTE 6 - RELATED PARTY TRANSACTIONS
-----------------------------------------
<P>
The Company issued 2,000 common shares upon incorporation to
Intellilabs, the parent company, in exchange for consulting
services valued at $200. These shares were subsequently
distributed to the shareholders of Intellilabs. Pursuant to
an agreement and plan of distribution (see note 1 and 5).
<P>
On May 30, 2000 the Company issued 50,000 restricted shares
of the Company's common stock in exchange for consulting
services to the Michelle Brock, a related party, and Vice
President of the Company. This transaction was valued at
$5,000.
<P>
Rebecca J. Brock, an officer, director, and related party
loaned the Company $488 which covered the cost of the
license fees to the State of New York and the reservation
costs associated with reserving the desired internet
address. No interest is being charged on this loan.
<P>
NOTE 7 - SUBSEQUENT EVENTS
--------------------------------
<P>
In July 2000, the Company agreed to reimburse Atlas Equity
Group, Inc., a related party, $2,000 per month (on a month-
to-month basis) for operating and administrative expenses.
<P>
INDEX TO EXHIBITS
<P>
Exhibit 3(i) Articles of Incorporation
<P>
Exhibit 3(ii) By-laws
<P>
Exhibit 27 Financial Data Schedule
<P>
