United States Securities and Exchange Commission
Form 10SB12G
Registration Form for Small Business Issuers
S.F.H. Holdings II, Inc.
(Exact name of registrant as specified in its charter)
Nevada 88-0458986
(State of organization) (I.R.S. Employer Identification No.)
3360 West Sahara, Suite 200, Las Vegas, NV 89102
(Address of principal executive offices)
Registrant's telephone number, including area code (702) 732-2253,
Fax: (702) 940-4006
Registrant's Attorney: Shawn F. Hackman, A PC, Adam U. Shaikh, Esq.
3360 W. Sahara Ave., Suite 200, Las Vegas, NV 89102, (702) 732-2253
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act:
Common
ITEM 1. DESCRIPTION OF BUSINESS
(a) Business Development
S. F. H. Holdings II, Inc. was incorporated on April 13, 2000, under
the laws of the State of Nevada, to engage in any lawful corporate
undertaking, including, but not limited to, selected mergers and
acquisitions. SFH has been in the developmental stage since inception
and has no operations date. Other than issuing shares to its original
shareholders, SFH Holdings never commenced any operational activities.
SFH Holdings was formed by Shawn F. Hackman, the initial director, for
the purpose of creating a corporation which could be used to consummate
a merger or acquisition. Mr. Hackman serves as Secretary and Director.
Mr. John E. Dhonau serves as President and Director. Mr. Dhonau
determined next to proceed with filing a Form 10SB.
Mr. Dhonau, the President and Director, elected to commence
implementation of SFH Holdings' principal business purpose, described
below under "Item 2, Plan of Operation". As such, SFH Holdings can be
defined as a "shell" company, whose sole purpose at this time is to
locate and consummate a merger or acquisition with a private entity.
The proposed business activities described herein classify SFH Holdings
as a "blank check" company. Many states have enacted statutes, rules
and regulations limiting the sale of securities of "blank check"
companies in their respective jurisdictions. Management does not
intend to undertake any efforts to cause a market to develop in SFH's
securities until such time as SFH Holdings has successfully implemented
its business plan described herein.
(b) Business of Issuer
The primary activity of SFH currently involves seeking a company or
companies that it can acquire or with whom it can merge. SFH has not
selected any company as an acquisition target or merger partner and
does not intend to limit potential candidates to any particular field
or industry, but does retain the right to limit candidates, if it so
chooses, to a particular field or industry. SFH's plans are in the
conceptual stage only.
The Board of Directors has elected to begin implementing SFH's
principal business purpose, described below. As such, SFH can be
defined as a "shell" company, whose sole purpose at this time is to
locate and consummate a merger or acquisition with a private entity.
The proposed business activities described herein classify SFH as a
"blank check" company. Many states have enacted statutes, rules, and
regulations limiting the sale of securities of "blank check" companies
in their respective jurisdictions. Management does not intend to
undertake any efforts to cause a market to develop in SFH's securities
until such time as SFH has successfully implemented its business plan.
SFH's only employees at the present time are its officers and
directors, who will devote as much time as the Board of Directors
determine is necessary to carry out the affairs of SFH. (See
"Management").
SFH is, and will continue to be, an insignificant participant in the
business of seeking mergers and joint ventures with, and acquisitions
of small private entities. A large number of established and well-
financed entities, including venture capital firms, are active in
mergers and acquisitions of companies, which may also be desirable
target candidates for SFH. Nearly all such entities have significantly
greater financial resources, technical expertise, and managerial
capabilities than SFH. SFH is, consequently, at a competitive
disadvantage in identifying possible business opportunities and
successfully completing a business combination. Moreover, SFH will also
compete with numerous other small public companies in seeking merger or
acquisition candidates.
SFH has not conducted or received results of market research indicating
that market demand exists for the transactions contemplated by SFH.
Moreover, SFH does not have, and does not plan to establish, a
marketing organization. If there is demand for a business combination
as contemplated by SFH, there is no assurance SFH will successfully
complete such transaction.
RISK FACTORS
The securities offered are highly speculative in nature and involve a
high degree of risk. Only persons who can afford to lose their entire
investment should purchase them. Therefore, each prospective investor
should, prior to purchase, consider very carefully the following risk
factors among other things, as well as all other information set forth
in this prospectus.
SFH Holdings has had no operating revenue to date and may not become
profitable.
SFH Holdings has had no operating history nor any revenues or earnings
from operations. SFH Holdings has no significant assets or financial
resources. SFH Holdings will, in all likelihood, sustain operating
expenses without corresponding revenues, at least until the
consummation of a business combination. This may result in SFH
Holdings incurring a net operating loss, which will increase
continuously until SFH Holdings can consummate a business combination
with a profitable business opportunity. SFH Holdings may not be able
to identify such a business opportunity and consummate such a business
combination. Additionally, because success of SFH Holdings' business
operations may depend on management outside of SFH Holdings' control.
The success of SFH Holdings' proposed plan of operation would depend to
a great extent on the operations, financial condition and management of
the identified business opportunity. While management intends to seek
business combinations with entities having established operating
histories, there can be no assurance that SFH Holdings will be
successful in locating candidates meeting such criteria. In the event
SFH Holdings completes a business combination, the success of SFH
Holdings' operations may be dependent upon management of the successor
firm or venture partner firm and numerous other factors beyond SFH
Holdings' control.
SFH Holdings IIs at a competitive disadvantage and in a highly
competitive market searching for business combinations and
opportunities.
SFH Holdings IIs and will continue to be an insignificant participant
in the business of seeking mergers with, joint ventures with and
acquisitions of small private entities. A large number of established
and well-financed entities, including venture capital firms, are active
in mergers and acquisitions of companies, which may be desirable target
candidates for SFH Holdings. Nearly all such entities have
significantly greater financial resources, technical expertise and
managerial capabilities than SFH Holdings and, consequently, SFH
Holdings will be at a competitive disadvantage in identifying possible
business opportunities and successfully completing a business
combination. Moreover, SFH Holdings will compete in seeking merger or
acquisition candidates with numerous other small public companies.
SFH Holdings has no agreement for a merger nor any standards set for
acceptable candidates for merger.
SFH Holdings has no arrangement, agreement or understanding with
respect to engaging in a merger with, joint venture with or acquisition
of, a private entity. SFH Holdings may not be successful in
identifying and evaluating suitable business opportunities or in
concluding a business combination. Management has not identified any
particular industry or specific business within an industry for
evaluations. SFH Holdings has been in the developmental stage since
inception and has no operations to date. Other than issuing shares to
its original shareholders, SFH Holdings never commenced any operational
activities. SFH Holdings may not be able to negotiate a business
combination on terms favorable to SFH Holdings.
SFH Holdings has not established a specific length of operating history
or a specified level of earnings, assets, net worth or other criteria
which it will require a target business opportunity to have achieved,
and without which SFH Holdings would not consider a business
combination in any form with such business opportunity. Accordingly,
SFH Holdings may enter into a business combination with a business
opportunity having no significant operating history, losses, limited or
no potential for earnings, limited assets, negative net worth or other
negative characteristics.
SFH Holdings' management lack certain business skills and will be
devoting only part-time work hours.
While seeking a business combination, management anticipates devoting
up to twenty hours per month to the business of SFH Holdings. SFH
Holdings' two officers have not entered into written employment
agreements with SFH Holdings and are not expected to do so in the
foreseeable future. SFH Holdings has not obtained key man life
insurance on either of its officers or directors. Notwithstanding the
combined limited experience and time commitment of management, loss of
the services of any of these individuals would adversely affect
development of SFH Holdings' business and its likelihood of continuing
operations.
Furthermore, SFH Holdings' officers and directors are not professional
business analysts. Lack of experience will be a detriment to SFH
Holdings' efforts.
SFH Holdings may, on occasion, enter into business agreements that have
a conflict of interest.
Currently, SFH Holdings' officers and directors have no conflict of
interest. However, changes in officers and directors or business
agreements entered into could potentially show conflicts of interest.
In such instance that SFH Holdings' officers or directors are involved
in the management of any firm with which SFH Holdings transacts
business. SFH Holdings' board of directors will adopt a resolution
which prohibits SFH Holdings from completing a merger with, or
acquisition of, any entity in which management serve as officers,
directors or partners, or in which they or their family members own or
hold any ownership interest. Management is not aware of any
circumstances under which this policy could be changed while current
management is in control of SFH Holdings.
Potential merger or acquisition candidates must meet SEC requirements
that may delay or preclude SFH Holdings' business plan.
Section 13 of the Securities Exchange Act of 1934, requires companies
falling under Section 13 of the Securities Exchange Act of 1934 to
provide certain information about significant acquisitions, including
certified financial statements for SFH Holdings acquired, covering one
or two years, depending on the relative size of the acquisition. The
time and additional costs that may be incurred by some target entities
to prepare such statements may significantly delay or essentially
preclude consummation of an otherwise desirable acquisition by SFH
Holdings. Acquisition prospects that do not have or are unable to
obtain the required audited statements may not be appropriate for
acquisition so long as the reporting requirements of the 1934 Act are
applicable.
SFH Holdings IIs at a competitive disadvantage because it lacks any
market research or marketing organization.
SFH Holdings has neither conducted, nor have others made available to
it, results of market research indicating that market demand exists for
the transactions contemplated by SFH Holdings. Moreover, SFH Holdings
does not have, and does not plan to establish, a marketing
organization. Even in the event demand is identified for a merger or
acquisition contemplated by SFH Holdings, there is no assurance SFH
Holdings will be successful in completing any such business
combination.
SFH Holdings will limited to the business opportunities of any company
SFH Holdings' proposed operations, even if successful, will in all
likelihood result in SFH Holdings engaging in a business combination
with only one business opportunity. Consequently, SFH Holdings'
activities will be limited to those engaged in by the business
opportunity which SFH Holdings merges with or acquires. SFH Holdings'
inability to diversify its activities into a number of areas may
subject SFH Holdings to economic fluctuations within a particular
business or industry and therefore increase the risks associated with
SFH Holdings' operations.
Potential determination by the SEC that SFH Holdings II as an
investment company could cause material adverse consequences.
Although SFH Holdings will be regulated under the Securities Exchange
Act of 1933, management believes SFH Holdings will not be regulated
under the Investment Company Act of 1940, insofar as SFH Holdings will
not be engaged in the business of investing or trading in securities.
In the event SFH Holdings engages in business combinations that result
in SFH Holdings holding passive investment interests in a number of
entities, the SFH Holdings could be under regulation of the Investment
Company Act of 1940. In such event, SFH Holdings would be required to
register as an investment company and could be expected to incur
significant registration and compliance costs SFH Holdings has obtained
no formal determination from the Securities and Exchange Commission as
to the status of SFH Holdings under the Investment Company Act of 1940
and, consequently, any violation of such Act would subject SFH Holdings
to material adverse consequences.
Any business combination will probably result loss of management and
control by SFH Holdings shareholders.
A business combination involving the issuance of SFH Holdings' common
stock will, in all likelihood, result in shareholders of a private
company obtaining a controlling interest in SFH Holdings. Any such
business combination may require management of SFH Holdings to sell or
transfer all or a portion of SFH Holdings' common stock held by them,
or resign as members of the board of directors of SFH Holdings. The
resulting change in control SFH Holdings could result in removal of one
or more present officers and directors of SFH Holdings and a
corresponding reduction in or elimination of their participation in the
future affairs of SFH Holdings.
Should SFH Holdings meet its business plan of merging, shareholders in
SFH Holdings will most likely suffer a reduction in percentage share
ownership of the newly formed company.
SFH Holdings' primary plan of operation is based upon a business
combination with a private concern, which, in all likelihood, would
result in SFH Holdings IIssuing securities to shareholders of such
private company. The issuance of previously authorized and unissued
common stock of SFH Holdings would result in reduction in percentage of
shares owned by present and prospective shareholders of SFH Holdings
and would most likely result in a change in control or management of
SFH Holdings.
Potential acquisition or merger candidates may wish to avoid potential
adverse consequences of merging with SFH Holdings.
SFH Holdings may enter into a business combination with an entity that
desires to establish a public trading market for its shares. A
business opportunity may attempt to avoid what it deems to be adverse
consequences of undertaking its own public offering by seeking a
business combination with SFH Holdings.
Such consequences may include, but are not limited to, time delays of
the registration process, significant expenses to be incurred in such
an offering, loss of voting control to public shareholders and the
inability or unwillingness to comply with various federal and state
securities laws enacted for the protection of investors. These
securities laws primarily relate to provisions regarding the
registration of securities that require full disclosure of SFH
Holdings' business, management and financial statements.
Many business decisions made by SFH Holdings can have major tax
consequences and many associated risks.
Federal and state tax consequences will, in all likelihood, be major
considerations in any business combination SFH Holdings may undertake.
Currently, such transactions may be structured so as to result in tax-
free treatment to both companies, pursuant to various federal and state
tax provisions. SFH Holdings II intends to structure any business
combination so as to minimize the federal and state tax consequences to
both SFH Holdings and the target entity; however, there can be no
assurance that such business combination will meet the statutory
requirements of a tax-free reorganization or that the parties will
obtain the intended tax-free treatment upon a transfer of stock or
assets. A non-qualifying reorganization could result in the imposition
of both federal and state taxes that may have an adverse effect on both
parties to the transaction.
The requirement of audited financial statements of potential merging
entities may cause some potential merger candidates to forego merging
with SFH Holdings.
Management of SFH Holdings believes that any potential business
opportunity must provide audited financial statements for review, and
for the protection of all parties to the business combination. One or
more attractive business opportunities may choose to forego the
possibility of a business combination with SFH Holdings, rather than
incur the expenses associated with preparing audited financial
statements.
SFH Holdings securities may be limited to only a few markets because of
blue-sky laws.
SFH Holdings faces uncertainty with regard to the Y2K issue.
The Year 2000 issue arises because many computerized systems use two
digits rather than four to identify a year. Date sensitive systems may
recognise the year 2000 as 1900 or some other date, resulting in errors
when information using the year 2000 date is processed. The effects of
the Year 2000 issue may be experienced before, on, or after January 1,
2000, and if not addressed, the impact on operations and financial
reporting may range from minor errors to significant system failure
which could affect SFH Holdings' ability to conduct normal business
operations. This creates potential risk for all companies, even if
their own computer systems are Year 2000 compliant. It is not possible
to be certain that all aspects of the Year 2000 issue affecting SFH
Holdings, including those related to the efforts of customers,
suppliers, or other third parties, will be fully resolved.
SFH Holdings' Year 2000 plans are based on management's best estimates.
Based on currently available information, management does not believe
that the Year 2000 issues will have a material adverse impact on SFH
Holdings' financial condition or results of operations; however,
because of the uncertainties in this area, assurance cannot be given in
this regard.
(c) Reports to security holders.
SFH is filing this registration statement on a voluntary basis,
pursuant to section 12(g) of the Securities Exchange Act of 1934 (the
"Exchange Act"), in order to ensure that public information is readily
accessible to all shareholders and potential investors and to increase
SFH's access to financial markets. In the event SFH's obligation to
file periodic reports is suspended pursuant to the Exchange Act, SFH
anticipates that it will continue to voluntarily file such reports.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
(a) Plan of Operation
SFH's plan is to seek, investigate, and if such investigation warrants,
acquire an interest in one or more business opportunities presented to
it by persons or firms desiring the perceived advantages of a publicly
held corporation. At this time, SFH has no plan, proposal, agreement,
understanding, or arrangement to acquire or merge with any specific
business or company, and SFH has not identified any specific business
or company for investigation and evaluation. No member of Management or
any promoter of SFH, or an affiliate of either, has had any material
discussions with any other company with respect to any acquisition of
that company. SFH will not restrict its search to any specific
business, industry, or geographical location, and may participate in
business ventures of virtually any kind or nature. Discussion of the
proposed business under this caption and throughout this Registration
Statement is purposefully general and is not meant to restrict SFH's
virtually unlimited discretion to search for and enter into a business
combination.
SFH may seek a combination with a firm which only recently commenced
operations, or a developing company in need of additional funds to
expand into new products or markets or seeking to develop a new product
or service, or an established business which may be experiencing
financial or operating difficulties and needs additional capital which
is perceived to be easier to raise by a public company. In some
instances, a business opportunity may involve acquiring or merging with
a corporation which does not need substantial additional cash but which
desires to establish a public trading market for its common stock. SFH
may purchase assets and establish wholly owned subsidiaries in various
businesses or purchase existing businesses as subsidiaries.
Selecting a business opportunity will be complex and extremely risky.
Because of general economic conditions, rapid technological advances
being made in some industries, and shortages of available capital,
management believes that there are numerous firms seeking the benefits
of a publicly-traded corporation. Such perceived benefits of a publicly
traded corporation may include facilitating or improving the terms on
which additional equity financing may be sought, providing liquidity
for the principals of a business, creating a means for providing
incentive stock options or similar benefits to key employees, providing
liquidity (subject to restrictions of applicable statues) for all
shareholders, and other items. Potentially available business
opportunities may occur in many different industries and at various
stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely
difficult and complex.
Management believes that SFH may be able to benefit from the use of
"leverage" to acquire a target company. Leveraging a transaction
involves acquiring a business while incurring significant indebtedness
for a large percentage of the purchase price of that business. Through
leveraged transactions, SFH would be required to use less of its
available funds to acquire a target company and, therefore, could
commit those funds to the operations of the business, to combinations
with other target companies, or to other activities. The borrowing
involved in a leveraged transaction will ordinarily be secured by the
assets of the acquired business. If that business is not able to
generate sufficient revenues to make payments on the debt incurred by
SFH to acquire that business, the lender would be able to exercise the
remedies provided by law or by contract. These leveraging techniques,
while reducing the amount of funds that SFH must commit to acquire a
business, may correspondingly increase the risk of loss to SFH. No
assurance can be given as to the terms or availability of financing for
any acquisition by SFH. During periods when interest rates are
relatively high, the benefits of leveraging are not as great as during
periods of lower interest rates, because the investment in the business
held on a leveraged basis will only be profitable if it generates
sufficient revenues to cover the related debt and other costs of the
financing. Lenders from which SFH may obtain funds for purposes of a
leveraged buy-out may impose restrictions on the future borrowing,
distribution, and operating policies of SFH. It is not possible at this
time to predict the restrictions, if any, which lenders may impose, or
the impact thereof on SFH.
(b) Management's Discussion and Analysis of Financial
Condition and Results of Operation
SFH has insufficient capital with which to provide the owners of
businesses significant cash or other assets. Management believes SFH
will offer owners of businesses the opportunity to acquire a
controlling ownership interest in a public company at substantially
less cost than is required to conduct an initial public offering. The
owners of the businesses will, however, incur significant post-merger
or acquisition registration costs in the event they wish to register a
portion of their shares for subsequent sale. SFH will also incur
significant legal and accounting costs in connection with the
acquisition of a business opportunity, including the costs of preparing
post-effective amendments, Forms 8-K, agreements, and related reports
and documents. Nevertheless, the officers and directors of SFH have not
conducted market research and are not aware of statistical data that
would support the perceived benefits of a merger or acquisition
transaction for the owners of a business. SFH does not intend to make
any loans to any prospective merger or acquisition candidates or to
unaffiliated third parties.
SFH will not restrict its search for any specific kind of firms, but
may acquire a venture that is in its preliminary or development stage,
which is already in operation, or in essentially any stage of its
corporate life. It is impossible to predict at this time the status of
any business in which SFH may become engaged, in that such business may
need to seek additional capital, may desire to have its shares publicly
traded, or may seek other perceived advantages which SFH may offer.
However, SFH does not intend to obtain funds in one or more private
placements to finance the operation of any acquired business
opportunity until such time as SFH has successfully consummated such a
merger or acquisition. SFH also has no plans to conduct any offerings
under Regulation S.
SFH will seek a potential business opportunity from all known sources,
but will rely principally on personal contacts of its officers and
directors as well as indirect associations between them and other
business and professional people. It is not presently anticipated that
SFH will engage professional firms specializing in business
acquisitions or reorganizations.
Management, while not especially experienced in matters relating to the
new business of SFH, will rely upon their own efforts and, to a much
lesser extent, the efforts of SFH's shareholders, in accomplishing the
business purposes of SFH. It is not anticipated that any outside
consultants or advisors, other than SFH's legal counsel and
accountants, will be utilized by SFH to effectuate its business
purposes described herein. However, if SFH does retain such an outside
consultant or advisor, any cash fee earned by such party will need to
be paid by the prospective merger/acquisition candidate, as SFH has no
cash assets with which to pay such obligation. There have been no
discussions, understandings, contracts or agreements with any outside
consultants and none are anticipated in the future. In the past, SFH's
management has never used outside consultants or advisors in connection
with a merger or acquisition.
As is customary in the industry, SFH may pay a finder's fee for
locating an acquisition prospect. If any such fee is paid, it will be
approved by SFH's Board of Directors and will be in accordance with the
industry standards. Such fees are customarily between 1% and 5% of the
size of the transaction, based upon a sliding scale of the amount
involved. Such fees are typically in the range of 5% on a $1,000,000
transaction ratably down to 1% in a $4,000,000 transaction. Management
has adopted a policy that such a finder's fee or real estate brokerage
fee could, in certain circumstances, be paid to any employee, officer,
director or 5% shareholder of SFH, if such person plays a material role
in bringing a transaction to SFH.
SFH will not have sufficient funds to undertake any significant
development, marketing, and manufacturing of any products that may be
acquired. Accordingly, if it acquires the rights to a product, rather
than entering into a merger or acquisition, it most likely would need
to seek debt or equity financing or obtain funding from third parties,
in exchange for which SFH would probably be required to give up a
substantial portion of its interest in any acquired product. There is
no assurance that SFH will be able either to obtain additional
financing or to interest third parties in providing funding for the
further development, marketing and manufacturing of any products
acquired.
SFH is aware of the issues associated with the programming code in
existing computer systems as the year 2000 approaches. SFH has assessed
these issues as they relate to SFH, and since SFH currently has no
operating business and does not use any computers, and since it has no
customers, suppliers or other constituents, it does not believe that
there are any material year 2000 issues to disclose in this Form 10-SB.
SFH is an insignificant participant among firms that engage in business
combinations with, or financing of, development-stage enterprises.
There are many established management and financial consulting
companies and venture capital firms that have significantly greater
financial and personal resources, technical expertise and experience
than SFH. In view of SFH's limited financial resources and management
availability, SFH will continue to be at significant competitive
disadvantage vis-a-vis SFH's competitors.
NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS
This statement includes projections of future results and "forward-
looking statements" as that term is defined in Section 27A of the
Securities Act of 1933 as amended (the "Securities Act"), and Section
21E of the Securities Exchange Act of 1934 as amended (the "Exchange
Act"). All statements that are included in this Registration Statement,
other than statements of historical fact, are forward-looking
statements. Although Management believes that the expectations
reflected in these forward-looking statements are reasonable, it can
give no assurance that such expectations will prove to have been
correct. Important factors that could cause actual results to differ
materially from the expectations are disclosed in this Statement,
including, without limitation, in conjunction with those forward-
looking statements contained in this Statement.
ITEM 3. DESCRIPTION OF PROPERTY.
SFH neither owns nor leases any real property at this time.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
The following table sets forth, as of the date of this Prospectus, the
outstanding Shares of common stock of the Company owned of record or
beneficially by each person who owned of record, or was known by SFH
Holdings to own beneficially, more than 5% of SFH Holdings' Common
Stock, and the name and share holdings of each officer and director and
all officers and directors as a group.
Title of Class Name of Beneficial Amount and Nature Percent
Owner (1) of Beneficial of Class
Owner (2)
[S] [C] [C] [C]
Common Stock John E. Dhonau 1,500,000 50%
Common Stock Shawn F. Hackman 1,500,000 50%
None of the Officers, Directors or existing shareholders have the
right to acquire any amount of the Shares within sixty days from
options, warrants, rights, conversion privilege, or similar
obligations.
Principal Shareholder(s).
The addresses for the principal shareholders are as follows:
President John E. Dhonau, 2980 S. Rainbow Blvd., Suite 200C, Las Vegas,
NV, 89146.
Secretary Shawn F. Hackman: 3360 W. Sahara, Suite 200, Las Vegas,
Nevada, 89102.
Both shareholders have sole voting and investment power.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL
PERSONS
The names, ages, and respective positions of the directors, officers,
and significant employees of the Company are set forth below. All
these persons have held their positions since January, 2000. Each
director and officer shall serve for a term ending on the date of the
third Annual Meeting. There are no other persons which can be
classified as a promoter or controlling person of SFH Holdings.
John E. Dhonau. President. Mr. Dhonau has over twenty years of
experience in marketing and business. Mr. Dhonau has held positions as
president, national marketing director, and regional marketing director
in several national marketing organizations. Mr.
Dhonau has had experience in the multi-level marketing industry, having
held positions in A.L. Williams, Primerica, World Marketing Alliance,
World Class Network and VisionQuest International. Mr. Dhonau also
served as president of World Class Network, which developed tour
packages for World Class Network.
In October 1995, Mr. Dhonau also founded a cold-rendering manufacturing
firm servicing the agricultural organic fertilizer and feed industry,
raising $2.5 million. This business allows the conversion of blood and
animal parts to be converted to feed cattle and chicken.
In October 1998, Mr. Dhonau was appointed President of a creative
Internet e-commerce solution leading the way into the development and
marketing of retail products over the World Wide Web.
Mr. Dhonau has attended the University of Cincinnati with an emphasis
in accounting and marketing. In 1984, Mr. Dhonau received the Charlie
Hustle Award from Ashland Oil Company for the largest contribution to
the growth of the company.
Shawn F. Hackman. Secretary
Mr. Hackman, an attorney, is admitted to practice law in Iowa and
Nevada State Courts. Mr. Hackman is also admitted to practice law in
the U.S. District Court of Nevada. He practices primarily in Corporate
and Securities Law. Mr. Hackman holds a B.A in Finance and a J.D from
the University of Iowa.
None of the Officers and Directors has been involved in legal
proceedings that impair their ability to perform their duties as
Officers and Directors.
There is no family relationship between any of the officers or
directors
ITEM 6. EXECUTIVE COMPENSATION
(a) No officer or director of SFH Holdings II is receiving any
remuneration at this time.
(b) There are no annuity, pension or retirement benefits proposed to
be paid to officers, directors, or employees of the corporation in the
event of retirement at normal retirement date pursuant to any presently
existing plan provided or contributed to by the corporation or any of
its subsidiaries.
(c) No remuneration is proposed to be in the future directly or
indirectly by the corporation to any officer or director under any plan
which is presently existing.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There are no relationships, transactions, or a proposed transaction to
which the registrant was or is to be a party, in which any of the named
persons set forth in Item 404 of Regulation SB had or is to have a
direct or indirect material interest.
Shawn F. Hackman, Esq., SFH's resident agent, incorporated SFH in an
administrative capacity. Additionally, Mr. Hackman currently holds a
position in the SFH Holdings as Secretary and Director.
Interest of named experts and counsel.
Shawn F. Hackman, Secretary and Director of the Corporation, also
provides legal services for the Corporation. Mr. Hackman's office also
created and prepared this registration statement.
Management's Plan With Respect To Other Blank Check Entities.
Currently, President John E. Dhonau and Secretary Shawn F. Dhonau are
officers and directors for 5 other blank check companies. These five
companies are SFH Holdings, Inc., SFH Holdings, Inc., Horinzon Prime, Inc.,
Silver Stream, Inc., Red Bluff, Inc., and Western Sky, Inc.
SEC.
Incorporation Name Form Type Date of Filing
SHF Holdings I, Inc. 10SB12G
Horizon Prime, Inc. SB-2 2/18/2000
Western Sky, Inc. SB-2 2/18/2000
Silver Stream, Inc. SB-2 2/18/2000
Red Bluff, Inc. SB-2 2/18/2000
Currently, these companies have not been cleared by the SEC. Therefore,
there has been no public offering as of yet and no plans of a merger or
acquisition for these companies.
It is the intent of management to consummate a merger or acquisition
with each of these companies. However, there is an inherent conflict of
interest with respect to all four companies Mr. Dhonau and Mr. Hackman
are affiliated with. Management, therefore, has agreed that the
companies will be given priority based upon the time of clearance of
the companies. The first company cleared will be given
priority and so on. If, by happenstance, one or more of SFH's
registration statements clear at the same time, SFH will give priority
to SFH whose name is first in alphabetical order.
Additionally, Shawn F. Hackman does provide as address as resident
agent for the following blank check companies: Blimah, Inc., Kesser,
Inc., Harbor Group.Net, Inc., Y2Komp.com, Modern.com, Ability.com,
and Computech.com. However, Shawn F. Hackman is neither an officer nor
director of these blank check companies and has no connection with the
day to day activities of them.
ITEM 8. LEGAL PROCEEDINGS
SFH is not a party to any material pending legal proceedings and, to
the best of its knowledge, no such action by or against SFH has been
threatened.
ITEM 9. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
SFH's common stock is not traded on any exchange or OTC market.
Management has not undertaken any discussions, preliminary or
otherwise, with any prospective market maker concerning the
participation of such market maker in the after-market for SFH's
securities and management does not intend to initiate any such
discussions until such time as SFH has consummated a merger or
acquisition. There is no assurance that a trading market will ever
develop or, if such a market does develop, that it will continue.
After a merger or acquisition has been completed, one or both of SFH's
officers and directors will most likely be the persons to contact
prospective market makers. It is also possible that persons associated
with the entity that merges with or is acquired by SFH will contact
prospective market makers. SFH does not intend to use consultants to
contact market makers.
Market Price
The Registrant's Common Stock is not quoted at the present time.
Effective August 11, 1993, the Securities and Exchange Commission
adopted Rule 15g-9, which established the definition of a "penny
stock," for purposes relevant to SFH, 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:
(i) 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 and objectives of the person; and (ii) make a reasonable
determination that the transactions in penny stocks are suitable for
that person and that 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
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.
The National Association of Securities Dealers, Inc. (the "NASD"),
which administers NASDAQ, has recently made changes in the criteria for
initial listing on the NASDAQ Small Cap market and for continued
listing. For initial listing, a company must have net tangible assets
of $4 million, market capitalization of $50 million or net income of
$750,000 in the most recently completed fiscal year or in two of the
last three fiscal years. For initial listing, the common stock must
also have a minimum bid price of $4 per share. In order to continue to
be included on NASDAQ, a company must maintain $2,000,000 in net
tangible assets and a $1,000,000 market value of its publicly traded
securities. In addition, continued inclusion requires two market makers
and a minimum bid price of $1.00 per share.
Management intends to strongly consider undertaking a transaction with
any merger or acquisition candidate that will allow SFH's securities to
be traded without the aforesaid limitations. However, there can be no
assurances that, upon a successful merger or acquisition, SFH will
qualify its securities for listing on NASDAQ or some other national
exchange, or be able to maintain the maintenance criteria necessary to
insure continued listing. The failure of SFH to qualify its securities
or to meet the relevant maintenance criteria after such qualification
in the future may result in the discontinuance of the inclusion of
SFH's securities on a national exchange. In such events, trading, if
any, in SFH's securities may then continue in the non-NASDAQ over-the-
counter market. As a result, a shareholder may find it more difficult
to dispose of, or to obtain accurate quotations as to the market value
of, SFH's securities.
Holders
There are currently 2 shareholders of S.F.H. Holdings II. They were
each issued 1,500, 000 shares for services as officers and directors of
the corporation.
Dividends
The Registrant has not paid any dividends to date, and has no plans to
do so in the immediate future.
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES.
On April 13, 2000, 1,500,000 shares were issued to John E. Dhonau and
1,500,000 to Shawn F. Hackman under Rule 4(2).
ITEM 11. DESCRIPTION OF SECURITIES.
General description.
The securities being offered are shares of common stock. The Articles
of Incorporation authorize the issuance of 25,000,000 shares of common
stock, with a par value of $.001. The holders of the Shares: (a) have
equal ratable rights to dividends from funds legally available
therefore, when, as, and if declared by the Board of Directors of the
Company; (b) are entitled to share ratably in all of the assets of SFH
Holdings available for distribution upon winding up of the affairs of
SFH Holdings; (c) do not have preemptive subscription or conversion
rights and there are no redemption or sinking fund applicable thereto;
and (d) are entitled to one non-cumulative vote per share on all
matters on which shareholders may vote at all meetings of shareholders.
These securities do not have any of the following rights:
(a) cumulative or special voting rights;
(b) preemptive rights to purchase in new issues of Shares;
(c) preference as to dividends or interest;
(d) preference upon liquidation; or
(e) any other special rights or preferences.
In addition, the Shares are not convertible into any other security.
There are no restrictions on dividends under any loan other financing
arrangements or otherwise. See a copy of the Articles of Incorporation,
and amendments thereto, and Bylaws of SFH Holdings, attached as
Exhibit 3.1 and Exhibit 3.2, respectively, to this Form SB-2. As of
the date of this Form SB-2, SFH Holdings has 3,000,000 Shares of common
stock outstanding.
Non-cumulative voting.
The holders of Shares of Common Stock of SFH Holdings do not have
cumulative voting rights, which means that the holders of more than 50%
of such outstanding Shares, voting for the election of directors, can
elect all of the directors to be elected, if they so choose. In such
event, the holders of the remaining Shares will not be able to elect
any of the Company's directors.
Dividends.
SFH Holdings does not currently intend to pay cash dividends. SFH
Holdings' proposed dividend policy is to make distributions of its
revenues to its stockholders when the Company's Board of Directors
deems such distributions appropriate. Because SFH Holdings does not
intend to make cash distributions, potential shareholders would need to
sell their shares to realize a return on their investment. There can be
no assurances of the projected values of the shares, nor can there be
any guarantees of the success of SFH Holdings.
A distribution of revenues will be made only when, in the judgment of
SFH Holdings' Board of Directors, it is in the best interest of SFH
Holdings' stockholders to do so. The Board of Directors will review,
among other things, the investment quality and marketability of the
securities considered for distribution; the impact of a distribution of
the investee's securities on its customers, joint venture associates,
management contracts, other investors, financial institutions, and SFH
Holdings' internal management, plus the tax consequences and the market
effects of an initial or broader distribution of such securities.
Possible anti-takeover effects of authorized but unissued stock.
Upon the completion of this Offering, SFH Holdings' authorized but
unissued capital stock will consist of 20,000,000 shares (assuming the
entire offering is sold) of common stock. One effect of the existence
of authorized but unissued capital stock may be to enable the Board of
Directors to render more difficult or to discourage an attempt to
obtain control of SFH Holdings by means of a merger, tender offer,
proxy contest, or otherwise, and thereby to protect the continuity of
SFH Holdings' management.
If, in the due exercise of its fiduciary obligations, for example, the
Board of Directors were to determine that a takeover proposal was not
in SFH Holdings' best interests, such shares could be issued by the
Board of Directors without stockholder approval in one or more private
placements or other transactions that might prevent, or render more
difficult or costly, completion of the takeover transaction by diluting
the voting or other rights of the proposed acquirer or insurgent
stockholder or stockholder group, by creating a substantial voting
block in institutional or other hands that might undertake to support
the position of the incumbent Board of Directors, by effecting an
acquisition that might complicate or preclude the takeover, or
otherwise.
Transfer Agent
SFH Holdings IIntends to engage the services of Pacific Stock Transfer
Company, P.O. Box 93385 Las Vegas, Nevada 89193
(702) 361-3033 Fax (702) 732-7890.
Disclosure of commission position on indemnification for securities act
liabilities.
No director of SFH Holdings will have personal liability to SFH
Holdings or any of its stockholders for monetary damages for breach of
fiduciary duty as a director involving any act or omission of any such
director since provisions have been made in the Articles of
Incorporation limiting such liability.
The foregoing provisions shall not eliminate or limit the liability of
a director (i) for any breach of the director's duty of loyalty to SFH
Holdings or its stockholders, (ii) for acts or omissions not in good
faith or, which involve intentional misconduct or a knowing violation
of law, (iii) under applicable Sections of the Nevada Revised Statutes,
(iv) the payment of dividends in violation of Section 78.300 of the
Nevada Revised Statutes or, (v) for any transaction from which the
director derived an improper personal benefit.
The By-laws provide for indemnification of the directors, officers, and
employees of SFH Holdings IIn most cases for any liability suffered by
them or arising out of their activities as directors, officers, and
employees of the Company if they were not engaged in willful
misfeasance or malfeasance in the performance of his or her duties;
provided that in the event of a settlement the indemnification will
apply only when the Board of Directors approves such settlement and
reimbursement as being for the best interests of the Corporation. The
Bylaws, therefore, limit the liability of directors to the maximum
extent permitted by Nevada law (Section 78.751).
The officers and directors of SFH Holdings are accountable to SFH
Holdings as fiduciaries, which means they are required to exercise good
faith and fairness in all dealings affecting SFH Holdings. In the
event that a shareholder believes the officers and/or directors have
violated their fiduciary duties to SFH Holdings, the shareholder may,
subject to applicable rules of civil procedure, be able to bring a
class action or derivative suit to enforce the shareholder's rights,
including rights under certain federal and state securities laws and
regulations to recover damages from and require an accounting by
management.
Shareholders, who have suffered losses in connection with the purchase
or sale of their interest in SFH Holdings II in connection with such
sale or purchase, including the misapplication by any such officer or
director of the proceeds from the sale of these securities, may be able
to recover such losses from the Company.
The registrant undertakes the following:
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons of the small business issuer pursuant to the
foregoing provisions, or otherwise, the small business issuer has
been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
SFH and its affiliates may not be liable to its shareholders for errors
in judgment or other acts or omissions not amounting to intentional
misconduct, fraud, or a knowing violation of the law, since provisions
have been made in the Articles of incorporation and By-laws limiting
such liability. The Articles of Incorporation and By-laws also provide
for indemnification of the officers and directors of SFH in most cases
for any liability suffered by them or arising from their activities as
officers and directors of SFH if they were not engaged in intentional
misconduct, fraud, or a knowing violation of the law. Therefore,
purchasers of these securities may have a more limited right of action
than they would have except for this limitation in the Articles of
Incorporation and By-laws.
The officers and directors of SFH are accountable to SFH as
fiduciaries, which means such officers and directors are required to
exercise good faith and integrity in handling SFH's affairs. A
shareholder may be able to institute legal action on behalf of himself
and all others similarly stated shareholders to recover damages where
SFH has failed or refused to observe the law.
Shareholders may, subject to applicable rules of civil procedure, be
able to bring a class action or derivative suit to enforce their
rights, including rights under certain federal and state securities
laws and regulations. Shareholders, who have suffered losses in
connection with the purchase or sale of their interest in SFH in
connection with such sale or purchase, including the misapplication by
any such officer or director of the proceeds from the sale of these
securities, may be able to recover such losses from SFH.
ITEM 13. FINANCIAL STATEMENTS.
The financial statements and supplemental data required by this Item 13
follow the index of financial statements appearing at Item 15 of this
Form 10-SB.
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.
The Registrant has not changed accountants since its formation, and
Management has had no disagreements with the findings of its
accountants.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS.
FINANCIAL STATEMENTS
SHF Holdings II, Inc.
Financial Statement
April 13, 2000
Merdinger, Furchter, Rosen & Corso, P.C.
Certified Public Accountants
888 Seventh Avenue
New York, NY 10106
Tel: (212) 757-8400
Fax: (212) 757-6124
Independent Auditor's Report
We have audited the accompanying balance sheet of SFH Holdings II, Inc. as of
April 13, 2000. The financial statement is the responsibility of the Company's
managment. Our responsibility is to express an opinion on this financial
statement basedon our audit.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examing, 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
managment, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of SFH Holdings II,
Inc. as of April 13, 2000 in conformity with generally accepted accounting
principles.
Merdiner, Fruchter, Rosen & Corso, P.C.
Certified Public Accountants
New York, New York
May 23, 2000
SFH Holdings II, Inc.
Balance Sheet
April 13, 2000
Assets $-
Liabilities -
Capital
Subscription of Stock Receivables (3000)
Common Stock, $0.001 par value;
25,000,000 shares authorized,
3,000,000 shares issued and 3000
outstanding -------
Total Capital -
-------
TOTAL CAPITAL AND LIABILITIES $ -
=======
The accompanying note is an integral part of the financial statement.
SHF Holdings II, Inc.
Notes to financial statements
April 13,2000
NOTE 1- NATURE OF OPERATIONS
SFH Holdings II, Inc. was incorporated on April 13, 2000 in the State of
Nevada. The Corporation's principal business activity has not been determined.
EXHIBITS
3.1 Articles of Incorporation
3.2 By-Laws
24.1 Power of Attorney
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly
authorized.
SFH Holdings, Inc.
By:/s/
Shawn F. Hackman, Secretary
SHF Holdings II, Inc.
Financial Statement
April 13, 2000
Merdinger, Furchter, Rosen & Corso, P.C.
Certified Public Accountants
888 Seventh Avenue
New York, NY 10106
Tel: (212) 757-8400
Fax: (212) 757-6124
Independent Auditor's Report
We have audited the accompanying balance sheet of SFH Holdings II, Inc. as of
April 13, 2000. The financial statement is the responsibility of the Company's
managment. Our responsibility is to express an opinion on this financial
statement basedon our audit.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examing, 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
managment, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of SFH Holdings II,
Inc. as of April 13, 2000 in conformity with generally accepted accounting
principles.
Merdiner, Fruchter, Rosen & Corso, P.C.
Certified Public Accountants
New York, New York
May 23, 2000
SFH Holdings II, Inc.
Balance Sheet
April 13, 2000
Assets $-
Liabilities -
Capital
Subscription of Stock Receivables (3000)
Common Stock, $0.001 par value;
25,000,000 shares authorized,
3,000,000 shares issued and 3000
outstanding -------
Total Capital -
-------
TOTAL CAPITAL AND LIABILITIES $ -
=======
The accompanying note is an intergal part of the financial statement.
SHF Holdings II, Inc.
Notes to finanical statements
April 13,2000
NOTE 1- NATURE OF OPERATIONS
SFH Holdings II, Inc. was incorporated on April 13, 2000 in the State of
Nevada. The Corporation's principal business activity has not been determined.
