U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PARADISE RESORTS AND RENTALS , INC.
(Name of Small Business Issuer in its charter)
Nevada 7382 88-0426887
(State or Jurisdiction (Primary Standard (IRS Employer
of Incorporation or Industrial Identification
Organization) Classification Code) Number)
2040 E. Murray Holladay Road, Suite 115
Holladay, Utah 84117
Telephone: 1-888-789-5747
(Address and telephone number of Registrant's principal executive
offices and principal place of business)
(Name, address, and telephone number of agent for service)
James N. Barber
Suite 100, Bank One Tower
50 West Broadway
Salt Lake City, Utah 84101
Telephone: (801) 364-6500
Approximate date of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration number of the earlier effective
registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. If this Form is a post-effective amendment filed
pursuant to Rule 462(d) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier
effective
registration statement for the same offering.
If the delivery of the prospectus is expected to be made pursuant to Rule
434,
check the following box.
CALCULATION OF REGISTRATION FEE
Title of Amount to Proposed Proposed Amount of
each class be registered maximum maximum reg fee
of securities offering aggregate
to be price per offering
registered unit price
Common
shares 2,000,000 $0.05 $100,000.00 $26.40
The registrant hereby amends this registration statement on such date or
dates
as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a)
of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
PART I. INFORMATION REQUIRED IN PROSPECTUS
Initial Public Offering Prospectus
PARADISE RESORTS AND RENTALS, INC.
The Offering
Per Share Total
Public Price $0.05 $100,000
Underwriting
Discounts $0.01 $ 20,000
Proceeds to
Paradise Resorts
and Rentals, Inc. $0.04 $ 80,000
This is our Initial Public Offering and no public market currently exists for
our shares. The offering price may not reflect the market price of our
shares
after the offering.
This investment involves a high degree of risk. You should purchase shares
only if you can afford a complete loss. See "Risk Factors" on page 1.
Neither the Securities and Exchange Commission nor any State Securities
Commission has approved nor disapproved these securities, or determined if
this prospectus is truthful or complete.
This prospectus does not constitute an offer to sell or a solicitation to buy
securities in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such state.
A maximum of 2,000,000 shares may be sold on a "best-efforts" basis. All of
the proceeds from the sale of shares will be placed in an interest-bearing
escrow account by 12 o'clock noon of the fifth business day after receipt
thereof, until the sum of $50,000.00, the minimum offering, is received. If
less than $50,000.00 is received from the sale of the shares within 120 days
of the date of this prospectus, the offer will remain open for another
120 days after which all proceeds will be refunded promptly to purchasers
with
interest and without deduction for commission or other expenses. Subscribers
will not be able to obtain return of their funds while in escrow.
Sales commission will be paid in connection with any sales of these shares
effected by brokers or registered agents. No commissions will be paid on
shares sold by officers or directors of the Company. The net proceeds to
Paradise Resorts and Rentals is before the payment of certain expenses in
connection with this offering. These expenses are explained in the Use of
Proceeds section of this prospectus.
ITEM 2.
TABLE OF CONTENTS
Item Page
Prospectus Summary 1
Risk Factors 1
Use of Proceeds 3
Determination of Offering Price 4
Dilution 4
Plan of Distribution 4
Legal Proceedings 5
Directors, Executive Officers, Promoters and
Control Persons 5
Security Ownership of Certain Beneficial Owners
And Management 7
Description of Securities 7
Interest of Named Experts and Counsel 8
Disclosure of Commission Position on
Indemnification for Securities Act Liabilities 8
Organization within last five years 9
Description of Business 9
Plan of Operation 13
Description of Property 13
Certain Relationships and Related Transactions 13
Market for Common Equity and Related Stockholder
Matters 14
Executive Compensation 14
Changes in and disagreements with accountants
on Accounting and Financial Disclosure 14
Financial Statements 15
PROSPECTUS SUMMARY
Paradise Resorts and Rentals, Inc. is a Delaware corporation whose
principal place of business is located at 2040 East Murray Holladay Road,
Holladay, Utah 84117, Telephone: 1-888-789-5747.
We have acquired an equity interest in Unit 312, Wolf Lodge
Condominiums,
Eden Utah, a two-bedroom condominium unit located in the Ogden Valley of the
Wasatch Mountain Range located in a canyon east of Ogden, Utah in close
proximity to Pine View Reservoir, a large man-made lake, and within minutes
of several golf courses and three fully developed ski resorts. We intend to
rent this condominium unit on a daily, weekly or monthly basis to retail
clients who desire to take advantage of the year-round recreational
opportunities available in the area.
PROSPECTUS
ITEM 3. SUMMARY INFORMATION AND RISK FACTORS
The Company
Paradise Resorts and Rentals, Inc. was organized under the laws of the
Delaware to engage in any lawful act or activity for which corporations may
be organized under the General Corporation Law of Delaware and, more
specifically, to acquire interests in recreational and resort real properties
and to purchase recreational equipment suitable for use in the locations of
our real properties for rental to the public. See "Description of Business"
herein.
The Offering
Paradise Resorts and Rentals, Inc. proposes to offer and sell not less
than 1,000,000 or more than 2,000,000 of its no par value common shares at an
offering price of Five Cents ($.05) per share. We intend to use the proceeds
from this offering to purchase recreational water equipment like jet skis,
wave runners, water ski boats and related equipment for rental to the
public.
Amended Prospectus (Post-Effective Amendment)
The information in this prospectus is not complete and may be changed.
We may not sell these securities until the registration statement with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities, and we are not soliciting offers to buy these
securities in any state where the offer or sale is not permitted.
Release of Deposited Funds
All funds received for the purchase of common shares of the Company will be
held in escrow until a minimum of $50,000 is received. If $50,000 worth of
shares are not sold, investors will receive their money back without interest.
RISK FACTORS
We consider the following factors to be the most substantial risks to an
investor in this offering in view of all facts and circumstances or which
otherwise make the offering one of high risk or speculative (i.e., those
factors which constitute the greatest threat that the investment will be lost
in whole or in part, or not provide an adequate return).
Development Stage Company with No Operating History
The Company is a "start-up" company which has conducted no business.
It has had no revenues from operations and has very limited assets. It does
not possess a reputation of stability or credit worthiness. This lack of
operating history may deter some people from dealing with the Company. The
Company faces all of the risks inherent in any new business. The purchase of
the securities offered hereby must be regarded as the placing of funds at a
high risk in a new or "start-up" venture with all the unforeseen costs,
expenses, problems, and difficulties to which such ventures are subject.
Ability of the Company to Continue as a Going Concern
The report of the Company's auditors at June 30, 2000, the Company's
most recent audited financial statement, indicates no revenues from
inception. Without funding from this Offering, as to which no assurance can
be given,
there is substantial doubt as to the Company's ability to continue as a going
concern. See "Financial Statements.".
Need for Additional Financing
We have operated at a net loss since inception, and have generated no
revenues from the business we plan to conduct. If we are unable to obtain
the full amount of the offering proceeds we will be unable to acquire the
rental equipment we need to generate income. In that case, our only income
would be our commission on renting one condominium. Even if the maximum
offering proceeds are received, the funds available to the Company from the
Offering may not be adequate to buy enough equipment to conduct a profitable
recreational equipment rental business. Therefore, our ultimate success
may
depend on our ability to raise additional capital. There is no assurance that
we will be successful in raising any additional capital that may be required
to develop or sustain profitable operations. If we cannot raise additional
capital, we may not be unable to execute our business plan which might cause
investors to lose their entire investments. Even if additional capital
becomes available, as to which no assurance can be given, it is possible if
not likely that it would not be available on terms which would be beneficial
to the purchases of the shares offered hereby.
Dependence on Key Personnel
None of our officers or directors has any experience in running a
recreational real property and recreational equipment rental business.
However, we will have to depend on their services because even if all the
shares offered hereby are sold, we will not have funds available to hire
outside employees. If either of the officers of the Company were to become
unavailable, we would be unable to continue any active business operations.
Competition
We will be competing with numerous other recreational property and
equipment rental businesses. Dozens if not hundreds of major hotel chains
operate facilities which are within an hour drive of the recreational areas
we desire to serve. They offer a variety of rooms at competitive daily,
weekly and monthly rates which may be more attractive to customers than the
properties we may be able to rent. Boats, Jet Skis, Wave Runners, other
water craft, and all sorts of related equipment can be purchased or rented
from major rental agencies and equipment dealers at prices which may be
cheaper than those that can be offered by the Company. Most if not all our
competitors have more capital and experience, more equipment and property,
and more experience and skill than we do.
No Foreseeable Dividends
We have not paid dividends on our Common Stock in the past and the
Company probably will not pay dividends in the future, even if we are
profitable. Earnings, if any, are expected to be used to expand our
operations and for general corporate purposes, rather than to make
distributions to shareholders. An investment in the Company's common shares
should only be viewed as a long term investment for those who have no need
for current liquidity.
Low Minimum Offering
The Shares are being offered by the Company on a 500,000 share
minimum 2,000,000 share maximum basis. No individual, firm, or corporation
has agreed to purchase or take down any of the Shares. No assurance can be
given that any or all of the Shares will be sold. Sale of only part of the
Shares offered hereby will limit the amount by which it will be able to
acquire the equipment necessary to conduct its business. Sale of only a
portion of the Shares would damage the Company's ability to execute its
business plan.
No Public Market for the Company's Securities and Illiquid Nature of
Investment
At the present time, there is no public market for any of the our
common
shares. There is no assurance that a public market for shares of theCompany's
shares will develop after the Offering. If the Company is unable to
establish
a market for its common shares, purchasers of the Shares offered hereby will
find it difficult to sell their shares and may, as a result, be unable to
recover the money invested in the Company's shares.
In the event a trading market does develop, the future market price of
the Common Stock may be highly volatile. There could be extreme fluctuation
in the stock price based upon historical data of companies of this type.
Securities of issuers having relatively limited capitalization, limited
market
makers or securities recently issued in a public offering are particularly
susceptible to fluctuation based on short term trading strategies of certain
investors and many other factors. Although the initial public offering price
of the Common Stock is based on the Company's assessment of current market
conditions, there can be no assurance that such price will be maintained
following the Offering. Therefore, Purchasers of the Common Stock may not be
able to liquidate their investment readily or at all.
No Specific OTC Bulletin Board Listing Requirements
There are no listing requirements related to the issuers or the nature or
attributes of common shares traded on any market, if any, on which our Shares
may eventually be traded. Investors must evaluate the risks of any
investment
in our stock without relying on any inference from the fact that the stock is
traded on any market, if such trading should eventually occur.
Lack of Control by New Shareholders
Our Articles of Incorporation and By-Laws do not provide for cumulative
voting. As a result, persons investing in this offering will bear most of
the financial risk related to our operations, will have little or no
significant voice in the Company's management, and cannot be assured of ever
having representation on the board of directors.
No Professional Advice
No independent opinion regarding the terms on which our common shares are
being offered has been obtained by the Company from any legal, investment
banking, or other expert in the evaluation of businesses or investments.
Prospective investors will be relying on the disclosures set forth in this
Prospectus and on the business and investment background and experience of
themselves and any advisors engaged by them as the basis for an investment
decision by them.
Limited Disclosures
The only disclosures being made in connection with this offering are
those contained in this Prospectus and the Financial Statements included in
this prospectus. This Prospectus contains only a limited summary of the
Company and its operations, history, management, business and properties; the
planned distribution; the description of the common shares; legal and
accounting matters relative to the Company and the use of proceeds in this
Offering.
No Assurance of Profitability
No assurance can be given that we will achieve profitable operations.
In addition to the above risks, businesses are often subject to risks not
foreseen or fully appreciated by management. In reviewing this Prospectus,
potential investors should keep in mind other possible risks that could be as
important, if not more important in posing threats to the profitable
operation of the Company.
No Experience or Research into Market
We have not leased any recreational real properties or rented, or
attempted to rent any recreational equipment in the area where we intend to
operate our business. As a result, we cannot offer any assurance that
there is any significant market for the premises or recreational equipment we
intend to offer to the public. Our belief that a market may exist for these
items is based only on the amount of traffic to the area we want to serve. We
can offer no assurance that a sufficient market for our services exists, or
will exist in the future. If the market is insufficient, our business plan
will fail.
ITEM 4. USE OF PROCEEDS
We estimate that after the deduction of legal and auditing expenses,
miscellaneous unallocated expenses and printing and transfer fees which will
not, in the aggregate exceed $20,700 if the minimum offering is achieved and
$21,100 if the maximum is achieved, net proceeds of the offering will be not
less than $29,300 and not more than $78,900. We intend to apply such
proceeds in proportions we deem expedient, according to the following general
guidelines. The amounts allocated below are estimates only, and we maintain
the option of changing such allocations if conditions warrant.
Item Amount if Amount if
Minimum Sold Maximum Sold
Gross Amount of Proceeds: $ 50,000 $ 100,000
Legal Fees $ 15,000 $ 15,000
Auditing Expenses $ 5,000 $ 5,000
Transfer Fees $ 300 $ 500
Printing Costs $ 400 $ 600
Net Proceeds $ 29,300 $ 78,900
Purchase of boats, individual
water craft <F1> $ 25,000 $ 71,000
Purchase of related equipment $ 2,500 $ 5,000
Working Capital $ 1,800 $ 2,900
Total $ 29,300 $ 78,900
ITEM 5. DETERMINATION OF OFFERING PRICE
The Common Shares offered by this Prospectus are being offered at Five
Cents ($.05) per share. The price at which the Shares are being offered has
been determined by the Company alone and bears no relationship to earnings,
asset value, book value or any other recognized criteria of value. We have
based number of shares to be offered and the offering price on the total
capital structure of the Company, the number of shares held by insiders and
their desire to maintain control of a majority of the Company's outstanding
shares after this offering has been completed, taking into consideration the
fact that the Company may determine to offer additional shares for sale to
raise additional capital. No federal or state agency has made any finding or
determination as to the merits, fairness or suitability for investment of the
All boats, individual water craft and related equipment will be
purchased from dealers or other sellers of used equipment in the area. No
such items will be purchased from officers or directors of the Company.
Shares, nor has any independent third party, such as an investment banking
firm or other expert in the valuation of businesses or securities, made an
evaluation of the economic potential of the Company. Consequently, an
investment in the Shares should only be made by prospective investors who,
either directly or through their own professional advisors, have the
financial
and business knowledge and experience to meaningfully evaluate the merits and
risks thereof. Potential investors are urged to seek and obtain independent
analysis of the Company and its proposed business operations before making an
investment in the Shares.
ITEM 6. DILUTION
Dilution is a reduction in the net tangible book value of a purchaser's
investment measured by the difference between the purchase price and the net
tangible book value of the Shares after the purchase takes place. The net
tangible book value of Common Stock is equal to stockholders' equity
applicable to the Common Stock as shown on the Company's balance sheet
divided by the number of shares of Common Stock outstanding. As a result of
such dilution, in the event the Company is liquidated, a purchaser of Shares
may receive less than his initial investment and a present stockholder may
receive more.
As of June 30, 2000 the Company had 2,000,000 shares of common stock
issued and outstanding which had a net tangible book value of $20,998, or
$.099 per share. Assuming that all of the Shares offered hereby are sold,
4,000,000 shares of common stock will be issued and outstanding and the net
tangible book value will be approximately $99,898 or approximately $.0244 per
share. Assuming that all of the Shares offered hereby are sold, the
purchasers of shares offered by this prospectus who have paid $.05 per share
for their shares will suffer a dilution of $.0256 per share or 51.2% of the
value of their shares, and the present shareholders will have achieved a gain
of approximately $.0743 per share in the value of their shares. If the
minimum number of shares offered hereby are sold, 3,000,000 shares will be
outstanding and the net tangible book value will be approximately $50,298 or
$.0162 per share. If the minimum number of shares offered hereby are sold,
the new shareholders who have paid $.05 per shares for their shares will have
incurred a dilution of $.0338 per share or 67.6% of the value of their
shares,
and the present stockholders will have achieved a gain of $.0661 per share in
the value of their stock.
ITEM 8. PLAN OF DISTRIBUTION
At the present time we intend to attempt to sell the shares offered
hereby through the efforts of officers and directors of the Company, both by
use of our website and by word of mouth. Officers and directors will be paid
no compensation in connection with the placement of any shares. No
underwriter or brokerage firm has agreed to act as underwriter of the shares
offered hereby, and no such underwriter or broker has agreed to either by any
of the shares or sell any of them on a firm underwriting basis. However, we
reserve the right to either employ securities broker dealers to sell shares
or employ registered agents licensed to act as such in various states to
place shares if management cannot succeed in selling them. In that event, we
may pay commissions of up to 10% on all sales effected by brokers or agents.
ITEM 9. LEGAL PROCEEDINGS
There are no pending legal proceedings against Paradise Resorts and
Rentals, Inc., and we are not aware that any person or agency has threatened
any such action, or has any reason to bring such an action.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The following persons are the directors and officers of the Company:
Name Positions Held
Kirby Stephens President and Director
Mazel Martin Shaffer Secretary/Treasurer and Director
Under Article V, Section 3 and Article IV, Section 1 of the By-Laws, the
officers and directors of the Company will serve for periods of one year and
until their successors shall be elected and shall qualify or until his or her
earlier resignation or removal.
Descriptions of the business experience of the officers and directors
during the last five years follow.
Kirby Stephens, age 44, is a career member of the United States Air
Force presently stationed at Hill Air Force Base, Ogden, Utah. He is married
and is the father of seven children. He presently serves as a Senior Master
Sergeant in the 419th FW Civil Engineering Squadron at Hill AFB. He enlisted
in the Air Force in September of 1974 when he was eighteen years old. After
he completed his basis training he was stationed at Hurlbert Field, Florida
and, thereafter, at Elmendorf AFB, Alaska. At Elmendorf, he completed his
high school education and received his G.E.D. He left the Air Force in May
of
1979 and accepted a position with the Bureau of Indian Affairs ("B.I.A.") as
an electrician at the Intermountain Indian School in Brigham City, Utah.
During this time he joined the 508th TFW Reserves, Hill AFB, Utah assigned to
the Civil Engineering Squadron in the Interior Electrical Section. Over the
last twenty years he has served in many capacities such as Trainer and
Certifier in the Exterior Electric Shop, Supervisor of the Exterior
Electrical
Shop and Supervisor of the Power Production Shop. He is presently the
Superintendent of the Electrical Section in the Civil Engineering Squadron.
He was elected and now serves as Vice President of the Top Three Committee
for
the 419th Fighter Wing. He is a volunteer for the American Red Cross and a
certified first and CPR Instructor, is active in the Boy Scouts, and coaches
baseball, soccer and basketball for his sons. He takes evening classes in
pursuit of a college degree.
In September, 1995 he acquired a recreational condominium known as Unit
312, Wolf Lodge, in Eden, Utah east of Ogden, in an area known as Ogden
valley. This is a two-bedroom residential unit in a development which
features a swimming pool, tennis courts, miniature golf, hot tub, clubhouse
and tubing run which overlooks the Wolf Creek Country Club, ranked within the
top five golf courses in Utah. He has sold his equity interest in the
property to the Company so that we can lease or rent it unit to consumers
desiring to take advantage of the recreational options in the area.
Mazel Shaffer, age 68, attended the University of Utah for two years and
has attended the Life Insurance Management Institute of America, the American
National Insurance Company Management and Sales Courts, and has attended
classes in real estate law at LaSalle Extension University. In May of 1995
he became one of the original employees of Freedom Mortgage, Salt Lake City,
Utah. The firm was purchased by First Plus Mortgage late in 1997 and Mr.
Shaffer resigned from the firm in September, 1999. At that time he began
working for Northwest Mortgage Co. in Salt Lake City, Utah. Prior to May of
1995, Mr. Shaffer was employed for many years as an insurance General Agent
involved in the sale of life and health insurance with agencies which
utilized his skills in hiring, training and supervising sales personnel and
staff. He has also been involved in securing funding for business expansion
and selling real estate franchises for Realty World both in Ohio and Utah. He
has also held several position as a sales consultant. Mr. Shaffer has agreed
to devote as much time to the Company as may be required to serve its
customers and maintain its real property and equipment.
There are no other people who are expected to make any significant
contribution to our business.
Neither of the Directors or officers is a director of any other company.
No bankruptcy petition has ever been filed against any officer or
Director. Neither of them has been convicted of any criminal offense or had
any criminal proceeding brought against him or her, excluding traffic
offenses or other minor offenses. Neither of them has been, or is now
subject
to any order, judgment, or decree of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise
limiting his or her involvement in any type of business, securities or
banking
activities. Nor has either of them been found by any court (in a civil
case),
the Securities and Exchange Commission or Commodity Futures Trading
Commission
to have violated a federal or state securities or commodities law.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of the date hereof, there are 2,000,000 shares of the company's $.001
par value Common Stock issued and outstanding. The following table sets
forth
as of the date hereof the names and stock ownership of the officers and
directors of the Company, all persons known to the Board of Directors of the
Company who own of record or beneficially five per cent (5%) or more the
Company's outstanding Common Stock, and the stock ownership of the Company's
Officers and Directors as a group.
Title of Class Name and address Amount and nature Percent of Class
of Beneficial Owner of Beneficial Owner
Common Stock Kirby Stephens 250,000 shares 12.5%
2028 E. 6225 South
Ogden, UT 84403
Common Stock Mazel Shaffer 250,000 shares 12.5%
340 East Vine Street
Salt Lake City, UT 84117
Officers and
Directors as a
Group 500,000 shares 25.0%
Common Stock Chad Wright 500,000 shares 25.0%
Common Stock Joe Thomas 250,000 shares 12.5%
Common Stock Rob Karz 250,000 shares 12.5%
Common Stock Harvey Carmichael 500,000 shares 25.0%
ITEM 12. DESCRIPTION OF SECURITIES
Article IV of the Certificate of Incorporation of Paradise Resorts and
Rentals, Inc. provides that the corporation has authority to issue up to
Twenty Million (20,000,000) shares of common stock. All common shares of
the
corporation are of $.001 par value. All common shares of the corporation
have
equal voting rights regarding matters submitted to a vote of stockholders.
All common shares have equal dividend and liquidation rights. Common shares
of
the corporation carry with them no preemptive or other right to acquire other
or additional shares of the corporation.
At the present time there are 2,000,000 shares of common stock
outstanding.
ITEM 13. INTEREST OF NAMED EXPERTS AND COUNSEL
No expert or counsel to the Company has been hired on a contingent
basis, will receive a direct or indirect interest in the Company, or was or
will be a promoter, underwriter, voting trustee, director, officer or
employee
of the Company.
ITEM 14. DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES
ACT LIABILITIES.
There are no provisions of the Certificate of Incorporation or the
By-Laws of the Company which would have the effect of indemnifying any
officer, director or controlling person of the Company from any liability of
any type or sort related to the individual's service in any such capacity.
ITEM 15. ORGANIZATION WITH LAST FIVE YEARS.
On June 21, 2000 Paradise Resorts and Rentals, Inc. purchased all the
right, title and interest of Kirby Stephens in Unit 312, Wolf Lodge
Condominiums, Eden, Utah under an agreement which requires the Company to
discharge Mr. Stephens' underlying trust deed obligation on the property and
issue to him 250,000 restricted common shares of the Company. We intend to
incorporate the availability of this unit for rental to the public with a
full package of water sports equipment, including ski boats and personal
water
craft, for rental on a daily, weekly or monthly basis to retail consumers. On
the same day we sold 250,000 common shares to Mazel Shaffer in consideration
of services Mr. Shaffer has performed, and is expected to perform on behalf
of the Company as a founder, officer and director of the Company.
On June 21, 2000 the Board of Directors authorized the sale of 1,500,000
common shares to four persons in exchange for capital investments of $15,000,
that is, at an offering price of One Cent ($.01) per share.
None of these transactions were entered into at arms length. The number
of shares issued to officers and directors was established by the Board of
Directors without regard to the actual value of the consideration received,
and exclusively out of considerations related to the equity position the
officers and directors desire to maintain in the Company after the shares
offered hereby have been sold. The number of shares sold in exchange for
$15,000 in start-up capital was determined by negotiations with the investors
and is based on the amount of money per share that the investors were willing
to provide, and the percentage of the outstanding shares they were willing to
accept in exchange for their respective investments.
ITEM 16. DESCRIPTION OF BUSINESS
Paradise Resorts and Rentals, Inc. has been formed to serve what we
believe is the opportunity to serve the people who take advantage of the
recreational opportunities in the Wasatch Mountain Range in northern Utah
east of Ogden, Utah. The first element of our business plan was to purchase
the equity interest and title of Kirby Stephens in Unit 312, Wolf Lodge
Condominiums. We intend to lease or rent this unit to our clients on a
daily, weekly or monthly basis. This condominium unit is located in Eden,
Utah less than five minutes from Pine View Reservoir, a large man made water
storage reservoir which features swimming, boating, water skiing, fishing,
camping and picnicking from spring through the fall season. The reservoir is
located above a spectacular canyon setting of rugged overhanging cliffs. The
area is particularly picturesque in the fall when the foliage turns to
brilliant reds and golds.
Wolf Lodge is also located a few minutes from Snow Basin, Nordic Valley
and Powder Mountain, all of which are major ski resorts which feature
excellent powder and groomed-run skiing from late November through April. All
of the resorts feature complete equipment rental packages on a daily or
weekly basis, and approved ski and snowboard schools. Snow Basis is scheduled
to host six events of the 2002 Olympic Winter Games.
The Wolf Lodge Condo overlooks a championship 18 hole golf course that
has been rated in the top five courses in Utah. There are numerous other
public and private golf courses in Weber and Davis Counties, all less than an
hour's drive from the condominium.
Other activities available within minutes of the condominium are
horseback riding, hiking and back-packing, mountain biking, rock climbing and
hunting.
Wolf Lodge offers complimentary access to the Wolf Creek Country Club,
tennis and basketball courts, swimming pool with waterslide, hot tub,
exercise
room and sauna, miniature golf, as well as banquet and meeting facilities.
We intend to solicit other owners of condominiums, cabins and seasonal
homes in the Wolf Lodge area in order to obtain leases or placement
agreements with other property owners and thereby increase the range of
options available to the Company's potential clients and increase the our
revenues. No assurance can be given that other rental properties will be
available to us.
The second phase of the Company's business plan is to purchase water ski
boats, wave runners and jet-skis, water skis, knee boards, intertubes, tow
ropes and a full range of incidental equipment adequate to permit renters to
fully enjoy the water sports opportunities at Pine View. The availability of
this equipment will permit us to offer prospective renters of the
recreational
real properties a complete package featuring first class accommodations and
all the boats and gear necessary to enjoy all the recreational features of
this beautiful area. All the renter will be required to supply is a car or
SUV to get to the canyon and travel short distances to the numerous
activities
that are available. We believe we can buy adequate equipment to serve this
purpose on the used market from the proceeds of this offering.
The third phase of our business has been, and will continue to be the
development of an attractive internet website through which to market our
vacation packages. We have registered our internet domain under the title
"paradiseresortsandrentals.com" and are engaged in developing a series of web
pages through which to describe the Ogden Valley area, our condominium, the
wide range of recreational opportunities available within minutes of the
condominium, and the water sport equipment available to clients on a package
basis. We will also describe the area's ski resorts and notify prospective
clients that complete ski rental packages and certified ski and snow board
schools are available at the resorts. We also intend to print attractive
brochures to present this information, and use print media advertising in
travel magazines to get the information about our plans available to the
public, insofar as funds are available to pay the costs of such advertising.
ITEM 17. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
To date, Paradise Resorts and Rentals, Inc. has conducted no active
business operations except organizing the corporation, the developing the
Company's business plan, acquiring the equity interest of Kirby Stephens in
Unit 312, Wolf Lodge Condominiums, registering an internet domain under the
name "paradiseresortsandrentals.com," and taking measures required to make
this offering of common shares. We have received no income from operations.
Our activities until proceeds from this offering have been received will be
limited to developing our website and getting it into operation, and entering
into such commercial rental agreements, if any, as may be generated from our
website.
As a result of our limited activities and the willingness of our
officers
to work for the Company on a limited basis without compensation, our cash
demands are small. We believe we can continue to conduct the minimal
operations described above for at least 120 days from the date of this
prospectus without raising additional capital.
If we are able to sell the minimum number of common shares offered
hereby, we will be able to buy enough used boating and related equipment to
offer integrated summer vacation packages to consumers, and to sustain our
operations for at least one year. Sale of the maximum number of shares
offered hereby would permit us to acquire additional, and better, equipment,
and use part of the proceeds from the offering as working capital to increase
advertising, improve our website, pay employees, and acquire additional
equipment if consumer demand justifies such expenditures.
We do not anticipate spending any substantial sums for research and
development during the next year. We do not anticipate spending any
significant sums for plant or manufacturing or operating equipment, but do
intend to purchase at least one used water ski boat, several jet skis and
wave runners, and enough water skis, life preservers, tow ropes, knee boards
and intertubes to permit vacationing families to fully enjoy the water sport
opportunities at Pine View Reservoir.
The Company's present business is now being run by Mazel Shaffer with
the assistance, as needed, of Kirby Stephens. We do not expect that situation
to change during the next year. However, if our business volume requires it,
we may hire one or more employees to assist Mr. Shaffer in meeting the
Company's needs.
ITEM 18. DESCRIPTION OF PROPERTY
Other than its equity interest in Unit 312, Wolf Lodge Condominiums, the
Company does not own any real property. We have a small office from which to
conduct the limited activities necessary to run our business. We anticipate
that our business will be operated through leads provided by our website and
that Mazel Shaffer will be able to conduct all the Companies business using a
business telephone land line located at our office, and an "888" mobile pager
which will permit him to promptly return phone calls initiated by prospective
customers.
We have not made, and do not intend to make during the next two years,
any additional investment in real estate, interests in real estate or real
estate mortgages., but may attempt to secure management contracts on other
recreational properties in the Pine View area so that we can increase the
range of properties available to our clients.
Unit 312, Wolf Lodge Condominiums, the condominium unit we presently
own, was purchased by Mr. Stephens in September of 1995. Since that date,
there has been very significant building of condominium units and other
recreational properties in the canyon . The premises are in good condition,
featuring a living room, two bedrooms and two baths. Unit 312 features a
large deck with a beautiful mountain view, a tile fireplace, open parking and
a full compliment of appliances. Management is presently doing research to
establish competitive daily, weekly and monthly rental rates in the area, and
intends to keep the consumer's costs for renting the unit in line with other
units in the area. We have no experience from which to draw any conclusions
about the number of customers who will want to rent the unit or the rates
they
will be willing to pay. We have no plan to make significant improvements to
the property. The Company will pay the costs of routine maintenance,
cleaning
and any required refurbishing.
Unit 312, Wolf Lodge Condominiums is presently covered by adequate
insurance. The Company intends to provide secondary general liability
insurance to protect itself from suits for injuries which may be suffered by
tenants.
There has, over the last five years, been explosive residential growth
in the Ogden Valley. To our knowledge, very few of these properties are
presently available to be rented by vacationing consumers. We believe we
have a competitive advantage in supplying a first class vacation residence in
a beautiful area which features a wide range of recreational opportunities,
at
reasonable rates, to a wide range of potential customers on a year-round
basis, though no assurance can be given that this will be the case.
ITEM 19. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Paradise Resorts and Rentals, Inc. has entered into the following
transactions with officers, directors and persons who are the beneficial
owners of five percent (5%) or more of our outstanding common shares.
1. On June 21, 2000, the Board of Directors authorized the officer of
the Company to acquire the interest of Kirby Stephens, president and
director, in Unit 312, Wolf Lodge Condominiums. As consideration for a quit
claim deed to this residential unit, the Company agreed to discharge the
underlying trust deed obligation on the unit and issue 250,000 restricted
common shares of the Company to Mr. Stephens. These shares were also issued
to Mr. Stephens as compensation for his services as an incorporator, officer
and director of the Company.
2. On June 21, 2000 the Board of Directors authorized the issuance of
250,000 restricted common shares of the Company to Mazel Martin Shaffer as
compensation for his services as an incorporator, officer and director of the
Company and for services to be performed by Mr. Shaffer in running our
business operation.
3. On June 21, 2000 the Board of Directors authorized the sale of
restricted common shares to the following people in the numbers, and for the
cash consideration set forth below:
Name No. Shares Cash consideration
Chad Wright 500,000 $ 5,000
Harvey Carmichael 500,000 $ 5,000
Joe Thomas 250,000 $ 2,500
Rob Karz 250,000 $ 2,500
1,500,000 $ 15,000
These shares were issued without registration under the Securities Act
of 1933 (the "1933 Act") in reliance on Section 4(2) of the 1933 Act which
exempts transactions by an issuer not involving any public offering from the
registration requirements of the 1933 Act.
There have been no additional transactions between the Company and any
officer, director or owner of five percent (5%) or more of the outstanding
common shares of the Company.
ITEM 20. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
There is presently no market for common shares of Paradise Resorts and
Rentals, Inc. The shares are not now, and have never been traded on any
securities exchange or other market. There are not now any assets or
earnings
from which dividends could be paid on common shares. The Board of Directors
does not intend to declare dividends on common shares even if there were
funds from which they could be paid.
ITEM 21. EXECUTIVE COMPENSATION
At this time none of our officers or directors are receiving any
remuneration.
There are no annuity, pension or retirement benefits proposed to be paid
to officers, directors, or employees of the corporation pursuant to any
presently existing plan provided or contributed to by the Company. No
remuneration is proposed to be paid to any officer or director except Mazel
Shaffer pursuant to any existing plan. The Board of Directors will consider
paying reasonable hourly compensation to Mazel Shaffer for services rendered
on behalf of the Company. However, such compensation will only be paid out
of operating revenues, should any such revenues be received.
ITEM 22. FINANCIAL STATEMENTS
PARADISE RESORTS AND RENTALS, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
FROM INCEPTION (JUNE 21,2000) TO JUNE 30,2000
WITH
INDEPENDENT AUDITOR'S REPORT
PARADISE RESORTS AND RENTALS,
INC. (A Development Stage
Company)
CONTENTS PAGE
Independent Auditor's Report 1
Balance Sheet 2
Statement of
Operations 3
Statement of Stockholders'
Equity 4
Statement of Cash
Flows 5
Notes to Financial
Statements 6
David T. Thomson P.C.
Certified Public Accountant
Independent Auditor's Report
Board of Directors
Paradise Resorts and Rentals, Inc.
I have audited the accompanying balance sheet of Paradise Resorts and
Rentals,
Inc. (a development stage company) as of June 30, 2000 and the related
statements of operations, stockholders' equity and cash flows from inception
(June 21, 2000) to June 30, 2000. These financial statements are the
responsibility of the Company's management. My responsibility is to express
an opinion on the financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of
material misstatements. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that my audit provides a
reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Paradise Resorts and
Rentals,
Inc. (a development stage company) as of June 30, 2000, and the results of
its
operations and its cash flows from Inception (June 21, 2000) to June 30, 2000
in conformity with generally accepted accounting principles.
As discussed in Note 1, the Company has been in the development stage since
its inception on June 21, 2000. The Company has limited operating capital
with current assets exceeding current liabilities by $13,072 and no
operations. $9,700 of the current assets balance consists of deferred
offering
costs. Realization of a major portion of the assets is dependent upon the
Company's 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.
/s/ David T Tompson PC
Salt Lake City, Utah
July 13, 2000
P.O. Box 571605 Murray, Utah 84157 (801) 966-9481
PARADISE RESORTS AND RENTALS, INC.
(A Development Stage Company)
BALANCE SHEET
ASSETS
June 30,
2000
CURRENT ASSETS:
Cash on
hand
$4,300
Deferred offering
costs 9,700
Total Current
Assets
14,000
PROPERTY
Condominium
78,500
TOTAL
ASSETS
$92,500
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts
payable
$ -
Accrued interest
payable 139
Note payable - current
portion 789
Total Current
Liabilities 928
NONCURRENT LIABILITIES:
Note payable - less current portion 70,574
STOCKHOLDERS' EQUITY:
Common stock; $.001 par value, 1 00,000,000 shares
authorized, 2,000,000 shares issued and outstanding 2,000
Additional paid-in
capital
22,498
Earnings (deficit) accumulated during the
development
stage
(3,500)
Total Stockholders'
Equity 20,998
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $92,500
The accompanying notes are an integral part of these financial statements.
2
PARADISE RESORTS AND RENTALS, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
From
Inception
(June 21, 2000)
to June 30,
2000
REVENUE
$ -
EXPENSES
Organization
expense
500
Professional
fees
3,000
Total
expenses
3,500
NET INCOME
(LOSS) $
(3,500)
EARNINGS (LOSS) PER SHARE
$
(0.00)
The accompanying notes are an integral part of these financial statements.
3
PARADISE RESORTS AND RENTALS, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
From
Inception
Common Stock Additional (June 21, 2000)
Paid-in
to June 30,
Shares Amount Capital 2000
BALANCE, June 21,
2000 (inception) - $ - $ - $ -
Shares issued at
inception to an
officer for services
at $.01 per share 250,000 250 2,250 -
Shares issued for
cash at $.01 per share,
June 2000 1,500,000 1,500 13,500 -
Shares issued for
net value of
condominium at
an approximate
price per share
of $.028, June 2000 250,000 250 6,748 -
Net income (loss)
from June 21, 2000
(inception)
to June 30, 2000 - - - (3,500)
BALANCE,
June 30, 2000 2,000,000 $ 2,000 $ 22,498 $(3,500)
The accompanying notes are an integral part of these financial statements.
4
PARADISE RESORTS AND
RENTALS,
INC.
(A Development Stage
Company)
STATEMENT OF
CASH FLOWS
From
Inception
(June 21, 2000)
to June 30,
2000
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash paid for organization costs $ (500)
Cash paid for
expenses (500)
Total cash used in operating activities (1,000)
CASH FLOW FROM INVESTING
ACTIVITIES: -
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock for cash
15,000
Deferred offering
costs (9,700)
Total cash provided by financing activities 5,300
NET INCREASE (DECREASE) IN
CASH 4,300
CASH - BEGINNING OF
PERIOD -
CASH - END OF
PERIOD $4,300
RECONCILIATION OF NET INCOME (LOSS) TO NET CASH
PROVIDED (USED) BY OPERATING ACTIVITIES
NET INCOME
(LOSS)
$(3,500)
Adjustment to reconcile net income (loss) to net
cash provided (used) by operating activities
Common stock issued for
services 2,500
Changes in assets and
liabilities -
Total
Adjustments
2,500
NET CASH PROVIDED (USED) BY OPERATING
ACTIVITIES $ (1,000)
NONCASH TRANSACTIONS
Common stock issued for
services $2,500
Common stock issued for Condo - net of note payable $6,998
The accompanying notes are an integral part of these financial statements.
5
PARADISE RESORTS AND RENTALS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE I - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - Paradise Resorts and Rentals, Inc. (the Company) was organized
under the laws of the State of Delaware on June 21, 2000 and has elected a
fiscal year end of December 31st . The Company was formed to acquire
interests in recreational and resort real properties and to purchase
recreational equipment suitable for use at the locations of Company owned
real
properties for rental to the public. The Company has not commenced planned
principle operations and is considered a development stage company as defined
in SFAS No. 7. The Company, has at the present time, not paid any dividends
and any dividends that may be paid in the future will depend upon the
financial requirements of the Company and other relevant factors.
Net Earnings Per Share - The computation of net income (loss) per share of
common stock is based on the weighted average number of shares outstanding
during the period presented.
Income Taxes - Due to no operations or net income at June 30, 2000, no
provisions for income taxes has been made. There are no deferred income
taxes
resulting from income and expense items being reported for Financial
accounting and tax reporting purposes in different periods.
Cash and Cash Equivalents - For purposes of the statement of cash flows, the
Company considers all highly liquid debt instruments purchased with a
maturity
of three months or less to be cash equivalents.
Depreciation - The cost of the condominium will be depreciated over its
estimated useful life. Depreciation will be computed on the straight-line
method for financial reporting purposes and on the MACRS method for income
tax
purposes.
Use of Estimates - The preparation of fmancial statements in conformity with
generally accepted accounting principles requires management to make
estimates
and assumptions that affect the reported wnounts of assets and liabilities
and
disclosure of contingent assets and liabilities at the date of the fmancial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
NOTE 2 - COMMON STOCK TRANSACTIONS
The Company during June 2000 issued 1,500,000 of $.001 par value common stock
at $.01 per share for $15,000. The Company at inception issued 250,000
shares
of common stock to an officer at $.01 per share for services valued at
$2,500. The Company during June 2000 issued 250,000 shares of common stock
to
an officer for a condominium. At the time of the acquisition of the
condominium its cost was recorded at a cost not greater than the historical
cost to the officer of $78,500. At the same time, the Company also assumed a
note payable with a balance of $71,363 and $139 in accrued interest
associated
with the financing of the original purchase of the condominium. Thus, the
net
value of the asset acquired was $6,998 or a approximate price per share of
$.028.
6
PARADISE RESORTS AND RENTALS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 3 - RELATED PARTY TRANSACTIONS
An officer is providing free office space to the Company, the free rent was
determined to have only nominal value. The Company has no employees. As of
June 30, 2000, except for the stock issued for services (see note 2), no
compensation has been paid or accrued to any officers or directors of the
Corporation since it is of a nominal value.
NOTE 4 - NOTE PAYABLE
Condominium financing consists of a note payable with a monthly payment of
$593. Interest is at 8.875%. Term of the note is through October 2025. The
note payable is secured by the Condominium. The Company is also making
monthly payments to an escrow account of the lender for estimated property
taxes and insurance. Maturities of the note payable debt during each of the
years ending June 30, 2001 through 2005 are $789, $863, $942, $1,029 and
$1,125, respectively.
NOTE 5 - PROPOSED LIMITED OFFERING OF THE COMPANY'S COMMON STOCK
The Company is in the process of preparing a Registration Statement on form
SB-2 under the Securities Act of 1933, for the sale of its common. Under the
offering, The Company will sell a minimum of 1,000,000 shares of common stock
at a price of $.05 per share for $50,000 up to a maximum of 2,000,000 shares
of common stock at $.05 per share for $ 1 00,000. The stock is being offered
by The Company directly on a best efforts, minimum 1,000,000 shares to a
maximum 2,000,000 shares basis with no commissions received by any person.
The company estimates the direct costs of the offering to be $15,000.
ITEM 23. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Since Paradise Resorts and Rentals was formed, the principal independent
accountant for the Company has neither resigned or declined to stand for
reelection, or has any account been dismissed. There have been no
disagreements between the Company and its auditor on any manner of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure which would have caused the auditor to make reference to the
subject matter of the disagreement in connection with its report.
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
There is no provision of our Certificate of Incorporation or Bylaws, or
any statute, contract or other arrangement which contains any provision that
insures or indemnifies any controlling person, officer or director from any
liability related to the individual's service in that capacity.
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Information on this item is set forth in the Prospectus under the
heading "Use of Proceeds."
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES
1. On June 21, 2000, the Board of Directors authorized the purchase by
the Company of the equity interest of Kirby Stephens, president and
director,
in Unit 312, Wolf Lodge Condominiums and the issuance of 250,000 restricted
common shares of the Company to Mr. Stephens as consideration for his
condominium interest and as compensation for his services as an incorporator,
officer and director of the Company. Thereafter, a Real Estate Purchase
Contract was entered into by which the Company agreed to assume and pay the
underlying trust deed obligation on the condominium. Mr. Stephens issued a
quitclaim deed of his interest in the Unit to the Company.
2. On June 21, 2000 the Company issued 250,000 restricted common shares
to Mazel Martin Shaffer as compensation for his services as an incorporator,
officer and director of the Company and for services to be performed by Mr.
Shaffer in running our business operation.
3. On June 21, 2000 the Board of Directors also authorized the sale of
restricted common shares to the following people in the numbers, and for the
cash consideration set forth below:
Name No. Shares Cash consideration
Chad Wright 500,000 $ 5,000
Harvey Carmichael 500,000 $ 5,000
Joe Thomas 250,000 $ 2,500
Rob Karz 250,000 $ 2,500
1,500,000 $ 15,000
These shares were issued without registration under the Securities Act
of 1933 (the "1933 Act") in reliance on Section 4(2) of the 1933 Act which
exempts transactions by an issuer not involving any public offering from the
registration requirements of the Act. The Company relies on the following
facts to support its claim to entitlement of that exemption.
1. The cash purchasers of the shares are sophisticated investors who
have full knowledge that Paradise is a start-up business with no operating
history, and who have been fully apprized that it is without cash or assets
other than its equity interest in Unit 312, Wolf Lodge Condominiums, and who
understand the Company's proposed business plan.
2. The officers and directors who are purchasing shares are fully
apprized of the same facts regarding the issuer and have conceived the
business plan which the Company hopes to accomplish.
3. As a result of the foregoing, none of the purchasers of these shares
is in need of the protection which would be afforded by registration under
the Securities Act of 1933.
4. The purchasers have been advised that the shares, when issued, will
be "restricted securities" as that phrase is defined by paragraph (a) of SEC
Rule 144 under the Act, and that in order for them to resell all or any part
of the shares, they will be required to abide by the conditions set forth in
that Rule.
5. Each of the purchasers has acknowledged that he is purchasing the
shares for his own account, for investment, not with a view to distribution.
6. Each of the purchasers has consented to the imposition of a legend
on the face of the certificates representing his shares to the effect that
the
same may not be resold without registration or the availability of an
exemption from registration, and further consented to the placement of
stop-transfer orders against the shares until the Company is satisfied that
they are either subject to a registration statement under the Act or may be
sold pursuant to some applicable exemption from registration.
The shares were sold by management without the use of an underwriter.
No commissions were paid.
There have been no additional sales of shares of the Company.
ITEM 27. EXHIBITS
The Exhibits required by Item 601 of Regulation S-B, an index thereto,
are attached.
ITEM 28. UNDERTAKINGS
The undersigned registrant hereby undertakes to:
(a)(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
(i) Include any prospectus required by section 10(a)(3) of the
Securities Act.
(ii) Reflect in the prospectus any facts or events which
individually or together, represent a fundamental change in the information
in the registration statement; and notwithstanding the foregoing, any
increase
or decrease in volume of securities offered (if the total dollar value of the
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in the volume and price
represent no more than a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee " table in the effective
registration statement.
(iii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the information
in the registrations statement; and notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was registered) and
any deviation from the low or high end of the estimated maximum offering
range
may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregated, the changes in the volume and price
represent no more than a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the effective
registration statement.
(iv) Include any additional or changed material information on
the plan of distribution.
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial
bona fide offering.
(3) File a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering.
(b) Provide to the underwriter at the closing specified in the
underwriting agreement certificates in such denominations and registered in
such names as required by the underwriter to permit prompt delivery to each
purchaser.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1922 (the "Act") may be permitted to directors, officers
and controlling persons of the small business issuer pursuant to the
foregoing
provisions, or 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. In the
event that a claim for indemnification against such liabilities (other than
the payment by the small business issuer of expenses incurred or paid by a
director, officer or controlling person of the small business issuer in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the small business issuer will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
INDEX OF EXHIBITS
Name of Exhibit
Exhibit No.
Certificate of Incorporation Exhibit 3.(i)
By-laws
Exhibit 3.(ii)
Legal Opinion of James N. Barber Exhibit 5
Consents of Counsel and experts Exhibit 23
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form SB-2 and authorized this
registration statement to be signed on its behalf bu the undersigned,
thereunto duly authorized, in the City of Salt Lake City, State of Utah, On
August ____, 2000.
PARADISE RESORTS AND RENTALS, INC.
By: _______________________________________
Kirby Stephens, President
SPECIAL POWER OF ATTORNEY
The undersigned constitute and appoint Kirby Stephens their true and
lawful attorney-in-fact and agent with full power of substitution, for him
and
in his name, place, and stead, in any and all capacities, to sign any and all
amendments, including post-effective amendments, to this Form SB-2
Registration Statement, and to file the same with all exhibits thereto, and
all documents in connection therewith, with the Securities and Exchange
Commission, granting such attorney-in-fact the full power and authority to do
and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully and to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that such
attorney-in-fact may lawfully do or cause to be done by virtue hereof.
PARADISE RESORTS AND RENTALS, INC.
_______________________________________
Mazel Martin Shaffer
Secretary/Treasurer and Director.
In accordance with the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates stated:
Name Title Date
President, CEO,
_________________________________ Director Date: Aug. ____,
2000
Kirby Stephens
Secretary, Treasurer
_________________________________ Director Date: Aug. _____,
2000.
Mazel Martin Shaffer
