UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF
SECURITIES OF SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of The Securities Exchange Act of 1934
Osage Acquisition Corporation
[ Name of Small Business Issuer in its Charter ]
Nevada 91-2048016
[State or other jurisdiction of incorp.] [I.R.S. Emp. Ident. No.]
1800 North Hill Avenue, Willow Grove PA 19090
(Address of Principal Executive Offices) (Zip Code)
Issuer's telephone number ( 215 ) 658 - 0131
Securities to be registered pursuant to Section 12(b) of the Act.
Title of each class Name of each exchange on which registered
None
Securities to be registered pursuant to Section 12(g) of the Act.
Common Stock, $.001 Par Value
[ Title of Class ]
__________________________________________
[ Title of Class ]
PART I
ITEM 1. BUSINESS
Osage Acquisition Corporation ("Osage") was incorporated on
May 3rd, 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. Osage has been in the
developmental stage since inception and has no operations to date
other than issuing shares to its original shareholder.
Osage will attempt to locate and negotiate with a business
entity for the combination of that target company with Osage. The
combination will normally take the form of a merger, stock-for-stock
exchange, or stock-for assets exchange. In most instances the
target company will wish to structure the business combination to be
within the definition of a tax-free reorganization under Section 351
or Section 368 of the Internal Revenue Code of 1986, as amended. No
assurances can be given that Osage will be successful in locating or
negotiating with any target company.
Osage has been formed to provide a method for a foreign or
domestic private company to become a reporting ("public") company
with a class of registered securities.
ASPECTS OF A REPORTING COMPANY
There are certain perceived benefits to being a reporting
company. These are commonly thought to include the following:
* increased visibility in the financial community;
* provision of information required under Rule 144 for
trading of eligible securities;
* compliance with a requirement for admission to
quotation on the OTC Bulletin Board maintained by
Nasdaq or on the Nasdaq SmallCap Market;
* the facilitation of borrowing from financial
institutions;
* improved trading efficiency;
* shareholder liquidity;
* greater ease in subsequently raising of capital;
* compensation of key employees through stock options
for which there may be a market valuation;
* enhanced corporate image.
There are also certain perceived disadvantages to being a
reporting company. These are commonly thought to include the
following:
* requirement for audited financial statements;
* required publication of corporate information;
* required filings of periodic and episodic reports
with the Securities and Exchange Commission;
* increased rules and regulations governing management,
corporate activities and shareholder relations.
COMPARISON WITH INITIAL PUBLIC OFFERING
Certain private companies may find a business combination
more attractive than an initial public offering of their securities.
Reasons for this may include the following:
* inability to obtain underwriter;
* possible larger costs, fees and expenses;
* possible delays in the public offering process;
* greater dilution of their outstanding securities.
Certain private companies may find a business combination
less attractive than an initial public offering of their securities.
Reasons for this may include the following:
* no investment capital raised through a business
combination;
* no underwriter support of after-market trading.
POTENTIAL TARGET COMPANIES
A business entity, if any, which may be interested in a
business combination with Osage may include the following:
* a company for which a primary purpose of becoming
public is the use of its securities for the
acquisition of assets or businesses;
* a company which is unable to find an underwriter of
its securities or is unable to find an underwriter of
securities on terms acceptable to it;
* a company which wishes to become public with less
dilution of its common stock than would occur upon an
underwriting;
* a company which believes that it will be able to
obtain investment capital on more favorable terms
after it has become public;
* a foreign company which may wish an initial entry
into the United States securities market;
* a special situation company, such as a company
seeking a public market to satisfy redemption
requirements under a qualified Employee Stock Option
Plan;
* a company seeking one or more of the other perceived
benefits of becoming a public company.
A business combination with a target company will normally
involve the transfer to the target company of the majority of the
issued and outstanding common stock of Osage, and the substitution
by the target company of its own management and board of directors.
No assurances can be given that Osage will be able to enter
into a business combination, as to the terms of a business
combination, or as to the nature of the target company.
The proposed business activities described herein classify
Osage as a "blank check" company. The Securities and Exchange
Commission and certain states have enacted statutes, rules and
regulations limiting the sale of securities of blank check
companies. Osage will not issue or sell additional shares or take
any efforts to cause a market to develop in Osage's securities until
such time as Osage has successfully implemented its business plan
and it is no longer classified as a blank check company.
The sole shareholder of Osage has executed and delivered an
agreement affirming that it will not sell or otherwise transfer its
shares except in connection with or following a business combination.
Osage is voluntarily filing this Registration Statement with
the Securities and Exchange Commission and is under no obligation to
do so under the Securities Exchange Act of 1934. Osage will
continue to file all reports required of it under the Exchange Act
until a business combination has occurred. A business combination
will normally result in a change in control and management of Osage.
Since a benefit of a business combination with Osage would normally
be considered its status as a reporting company, it is anticipated
that Osage will continue to file reports under the Exchange Act
following a business combination. No assurance can be given that
this will occur or, if it does, for how long.
Peter Goss is the sole officer and director of Osage. Osage
has no employees nor are there any other persons than Mr. Goss who
devote any of their time to its affairs. Mr. Goss will not begin
any services on behalf of Osage until after the effective date of
the Registration Statement. All references herein to management of
Osage are to Mr. Goss. The inability at any time of Mr. Goss to
devote sufficient attention to Osage could have a material adverse
impact on its operations.
GLOSSARY
"Blank Check" Company As used herein, a "blank check"
company is a development stage
company that has no specific
business plan or purpose or has
indicated that its business
plan is to engage in a merger
or acquisition with an
unidentified company or companies.
Business Combination Normally a merger, stock-for-stock
exchange or stock-for-assets exchange
between a target company and the
Registrant or the shareholders of the
Registrant.
Osage or the Registrant The corporation whose common
stock is the subject of this
Registration Statement.
Exchange Act The Securities Exchange Act of
1934, as amended.
Securities Act The Securities Act of 1933, as
amended.
RISK FACTORS
Osage's business is subject to numerous risk factors,
including the following:
OSAGE HAS NO OPERATING HISTORY NOR REVENUE AND MINIMAL ASSETS
AND OPERATES AT A LOSS. Osage has had no operating history nor any
revenues or earnings from operations. Osage has no significant
assets or financial resources. Osage has operated at a loss to date
and will, in all likelihood, continue to sustain operating expenses
without corresponding revenues, at least until the consummation of a
business combination. See PART F/S "FINANCIAL STATEMENTS". Mr.
Goss, individually, has agreed to pay all expenses incurred by Osage
until a business combination without repayment by Osage. Mr. Goss
is the sole shareholder of Osage. There is no assurance that Osage
will ever be profitable.
COMPANY HAS ONLY ONE DIRECTOR AND ONE OFFICER. Osage's
president, its sole officer, is Peter Goss who is also its sole
director and the controlling shareholder of its sole shareholder.
Because management consists of only one person, Osage does not
benefit from multiple judgments that a greater number of directors
or officers would provide and Osage will rely completely on the
judgment of its sole officer and director when selecting a target
company. Mr. Goss anticipates devoting only a limited amount of
time per month to the business of Osage and does not anticipate
commencing any services until after the effective date of the
Registration Statement. Osage has not obtained key man life
insurance on Mr. Goss. The loss of the services of Mr. Goss would
adversely affect development of Osage's business and its likelihood
of continuing operations.
CONFLICTS OF INTEREST. Mr. Goss, Osage's president,
participates in other business ventures which may compete directly
with Osage. Additional conflicts of interest and non-arms length
transactions may also arise in the future. Osage has adopted a
policy that it will not enter into a business combination with any
entity in which any member of management serves as an officer,
director or partner, or in which such person or such person's
affiliates or associates hold any ownership interest. The terms of
business combination may include such terms as Mr. Goss remaining a
director, officer or employee of Osage. The terms of a business
combination may provide for a payment by cash or otherwise to Mr.
Goss for the purchase or retirement of all or part of his common
stock of Osage by a target company or for services rendered incident
to or following a business combination. Mr. Goss would directly
benefit from such employment or payment. Such benefits may
influence Mr. Goss' choice of a target company. The Certificate of
Incorporation of Osage provides that Osage may indemnify officers
and/or directors of Osage for liabilities, which can include
liabilities arising under the securities laws. Therefore, assets of
Osage could be used or attached to satisfy any liabilities subject
to such indemnification. See "ITEM 5. DIRECTORS, EXECUTIVE
OFFICERS, PROMOTERS AND CONTROL PERSONS Conflicts of Interest."
THE PROPOSED OPERATIONS OF OSAGE ARE SPECULATIVE. The
success of Osage's proposed plan of operation will depend to a great
extent on the operations, financial condition and management of the
identified target company. While business combinations with
entities having established operating histories are preferred, there
can be no assurance that Osage will be successful in locating
candidates meeting such criteria. The decision to enter into a
business combination will likely be made without detailed
feasibility studies, independent analysis, market surveys or similar
information which, if Osage had more funds available to it, would be
desirable. In the event Osage completes a business combination the
success of Osage's operations will be dependent upon management of
the target company and numerous other factors beyond Osage's
control. There is no assurance that Osage can identify a target
company and consummate a business combination.
PURCHASE OF PENNY STOCKS CAN BE RISKY. In the event that a
public market develops for Osage's securities following a business
combination, such securities may be classified as a penny stock
depending upon their market price and the manner in which they are
traded. The Securities and Exchange Commission has adopted Rule
15g-9 which establishes the definition of "penny stock", for
purposes relevant to Osage, 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 whose securities are admitted to quotation but
do not trade on the Nasdaq SmallCap Market or on a national
securities exchange. For any transaction involving a penny stock,
unless exempt, the rules require delivery by the broker of a
document to investors stating the risks of investment in penny
stocks, the possible lack of liquidity, commissions to be paid,
current quotation and investors' rights and remedies, a special
suitability inquiry, regular reporting to the investor and other
requirements. Prices for penny stocks are often not available and
investors are often unable to sell such stock. Thus an investor may
lose his investment in a penny stock and consequently should be
cautious of any purchase of penny stocks.
THERE IS A SCARCITY OF AND COMPETITION FOR BUSINESS
OPPORTUNITIES AND COMBINATIONS. Osage is and will continue to be an
insignificant participant in the business of seeking mergers with
and acquisitions of business 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 merger or acquisition target candidates for Osage. Nearly all
such entities have significantly greater financial resources,
technical expertise and managerial capabilities than Osage and,
consequently, Osage will be at a competitive disadvantage in
identifying possible business opportunities and successfully
completing a business combination. Moreover, Osage will also
compete with numerous other small public companies in seeking merger
or acquisition candidates.
THERE IS NO AGREEMENT FOR A BUSINESS COMBINATION AND NO
MINIMUM REQUIREMENTS FOR BUSINESS COMBINATION. Osage has no current
arrangement, agreement or understanding with respect to engaging in
a business combination with a specific entity. There can be no
assurance that Osage will be successful in identifying and
evaluating suitable business opportunities or in concluding a
business combination. No particular industry or specific business
within an industry has been selected for a target company. Osage
has not established a specific length of operating history of a
specified level of earnings, assets, net worth or other criteria
which it will require a target company to have achieved, or without
which Osage would not consider a business combination with such
business entity. Accordingly, Osage may enter into a business
combination with a business entity having no significant operating
history, losses, limited or no potential for immediate earnings,
limited assets, negative net worth or other negative
characteristics. There is no assurance that Osage will be able to
negotiate a business combination on terms favorable to Osage.
REPORTING REQUIREMENTS MAY DELAY OR PRECLUDE ACQUISITION.
Pursuant to the requirements of Section 13 of the Securities
Exchange Act of 1934 (the "Exchange Act"), Osage is required to
provide certain information about significant acquisitions including
audited financial statements of the acquired company. These audited
financial statements must be furnished within 75 days following the
effective date of a business combination. Obtaining audited
financial statements are the economic responsibility of the target
company. The additional time and costs that may be incurred by some
potential target companies to prepare such financial statements may
significantly delay or essentially preclude consummation of an
otherwise desirable acquisition by Osage. 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 exchange act or applicable.
Notwithstanding a target company's agreement to obtain audited
financial statements within the required time frame, such audited
financials may not be available to Osage at the time of effecting a
business combination. In cases where audited financials are
unavailable, Osage will have to rely upon unaudited information that
has not been verified by outside auditors in making its decision to
engage in a transaction with the business entity. This risk
increases the prospect that a business combination with such a
business entity might prove to be an unfavorable one for Osage.
LACK OF MARKET RESEARCH OR MARKETING ORGANIZATION. Osage has
neither conducted, nor have others made available to it, market
research indicating that demand exists for the transactions
contemplated by Osage. Even in the event demand exists for a
transaction of the type contemplated by Osage, there is no assurance
Osage will be successful in completing any such business combination.
REGULATION UNDER INVESTMENT COMPANY ACT. In the event Osage
engages in business combinations which result in Osage holding
passive investment interests in a number of entities, Osage could be
subject to regulation under the Investment Company Act of 1940.
Passive investment interest, as used in the Investment Company Act,
essentially means investments held by entities which do not provide
management or consulting services or are not involved in the
business whose securities are held. In such event, Osage would be
required to register as an investment company and could be expected
to incur significant registration and compliance costs. Osage has
obtained no formal determination from the Securities and Exchange
Commission as to the status of Osage under the Investment Company
Act of 1940. Any violation of such Act could subject Osage to
material adverse consequences.
PROBABLE CHANGE IN CONTROL AND MANAGEMENT. A business
combination involving the issuance of Osage's common stock will, in
all likelihood, result in shareholders of a target company obtaining
a controlling interest in Osage. As a condition of the business
combination agreement, Mr. Peter Goss, the sole shareholder of
Osage, may agree to sell or transfer all or a portion of his
company's common stock so to provide the target company with all or
majority control. The resulting change in control of Osage will
likely result in removal of the present officer and director of
Osage and a corresponding reduction in or elimination of his
participation in the future affairs of Osage.
POSSIBLE DILUTION OF VALUE OF SHARES UPON BUSINESS
COMBINATION. A business combination normally will involve the
issuance of a significant number of additional shares. Depending
upon the value of the assets acquired in such business combination,
the per share value of Osage's common stock may increase or
decrease, perhaps significantly.
TAXATION. Federal and state tax consequences will, in all
likelihood, be major considerations in any business combination
Osage 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. Osage intends to
structure any business combination so as to minimize the federal and
state tax consequences to both Osage and the target company;
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 which may
have an adverse effect on both parties to the transaction.
ITEM 2. PLAN OF OPERATION
SEARCH FOR TARGET COMPANY
Osage has entered into an agreement with Peter Goss, the sole
shareholder of Osage, to supervise the search for target companies
as potential candidates for a business combination. The agreement
will continue until such time as Osage has effected a business
combination. Peter Goss has agreed to pay all expenses of Osage
without repayment until such time as a business combination is
effected.
Mr. Goss may only locate potential target companies for Osage
and is not authorized to enter into any agreement with a potential
target company binding Osage. Osage's agreement with Mr. Goss is
not exclusive and Mr. Goss has entered into agreements with other
companies similar to Osage on similar terms. Mr. Goss may provide
assistance to target companies incident to and following a business
combination, and receive payment for such assistance from target
companies.
Mr. Goss owns 500,000 shares of Osage's common stock for
which he paid $500, or $.001, par value, per share.
Mr. Goss has entered, and anticipates that he will enter,
into agreements with other consultants to assist him in locating a
target company and may share his stock in Osage with or grant
options on such stock to such referring consultants and may make
payments to such consultants from his own resources. There is not
minimum or maximum amount of stock, options, or cash that Mr. Goss
may grant or pay to such consultants. Mr. Goss is solely
responsible for the costs and expenses of his activities in seeking
a potential target company, including any agreements with
consultants, and Osage has no obligation to pay any costs incurred
or negotiated by Mr. Goss.
Mr. Goss may seek to locate a target company through
solicitation. Such solicitation may include newspaper or magazine
advertisements, mailings and other distributions to law firms,
accounting firms, investment bankers, financial advisors and similar
persons, the use of one or more World Wide Web sites and similar
methods. If Mr. Goss engages in solicitation, no estimate can be
made as to the number of persons who may be contacted or solicited.
To date Mr. Goss has not utilized solicitation and expects to rely
on consultants in the business and financial communities for
referrals of potential target companies.
MANAGEMENT OF OSAGE
Osage has no full time employees. Peter Goss is the sole
officer of Osage and its sole director. Mr. Goss, as president of
Osage, has agreed to allocate a limited portion of his time to the
activities of Osage after the effective date of the registration
statement without compensation. Potential conflicts may arise with
respect to the limited time commitment by Mr. Goss and the potential
demands of Osage's activities.
The amount of time spent by Mr. Goss on the activities of
Osage is not predictable. Such time may vary widely from an
extensive amount when reviewing a target company and effecting a
business combination to an essentially quiet time when activities of
management focus elsewhere, or some amount in between. It is
impossible to predict the amount of time Mr. Goss will actually be
required to spend to locate a suitable target company. Mr. Goss
estimates that the business plan of Osage can be implemented by
devoting approximately 10 to 25 hours per month over precision. Mr.
Goss does not anticipate performing any services on behalf of Osage
until after the effective of the registration statement.
GENERAL BUSINESS PLAN
Osage's purpose is to seek, investigate and, if such
investigation warrants, acquire an interest in a business entity
which desires to seek the perceived advantages of a corporation
which has a class of securities registered under the Exchange Act.
Osage will not restrict its search to any specific business,
industry, or geographical location and Osage may participate in a
business venture of virtually any kind or nature. Management
anticipates that it will be able to participate in only one
potential business venture because Osage has nominal assets and
limited financial resources. See PART F/S, "FINANCIAL STATEMENTS."
This lack of diversification should be considered a substantial risk
to the shareholders of Osage because it will not permit Osage to
offset potential losses from one venture against gains from another.
Osage may seek a business opportunity with entities which
have recently commenced operations, or which wish to utilize the
public marketplace in order to raise additional capital in order to
expand into new products or markets, to develop a new product or
service, or for other corporate purposes.
Osage anticipates that the selection of a business
opportunity in which to participate will be complex and extremely
risky. Management believes (but has not conducted any research to
confirm) that there are business entities seeking the perceived
benefits of a reporting corporation. Such perceived benefits may
include facilitating or improving the terms on which additional
equity financing may be sought, providing liquidity for incentive
stock options or similar benefits to key employees, increasing the
opportunity to use securities for acquisitions, providing liquidity
for shareholders and other factors. Business opportunities may be
available 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 difficult
and complex.
Osage has, and will continue to have, no capital with which
to provide the owners of business entities with any cash or other
assets. However, management believes Osage will be able to offer
owners of acquisition candidates the opportunity to acquire a
controlling ownership interest in a reporting company without
incurring the cost and time required to become a reporting company
by other means. Management has not conducted market research and is
not aware of statistical data to support the perceived benefits of a
business combination for the owners of a target company.
The analysis of new business opportunities will be undertaken
by, or under the supervision, of, the officer and director of Osage,
who is not a professional business analyst. In analyzing
prospective business opportunities, management may consider such
matters as the available technical, financial and managerial
resources; working capital and other financial requirements; history
of operations, if any; prospects for the future nature of present
and expected competition; the quality and experience of management
services which may be available and the depth of that management;
the potential for further research, development, or exploration;
specific risk factors not now foreseeable but which then may be
anticipated to impact the proposed activities of Osage; the
potential for growth or expansion; the potential for profit; the
perceived public recognition or acceptance of products, services, or
trades; name identification; and other relevant factors. This
discussion of the proposed criteria is not meant to be restrictive
of Osage's virtually unlimited discretion to search for and enter
into potential business opportunities.
Osage is subject to all of the reporting requirements
included in the Exchange Act. Included in these requirements is the
duty of Osage to file audited financial statements as part of or
within 60 days following the due date for filing its Current Report
on Form 8-K which is required to be filed with the Securities and
Exchange Commission within 15 days following the completion of a
business combination. Osage intends to acquire or merge with a
company for which audited financial statements are available or for
which it believes audited financial statements can be obtained
within the required period of time. Osage may reserve the right in
the documents for the business combination to void the transaction
if the audited financial statements are not timely available or if
the audited financial statements provided do not confirm to the
representations made by the target company.
Osage will not restrict its search for any specific kind of
business entities, but may acquire a venture which is in its
preliminary or development stage, which is already in operation, or
in essentially any stage of its business life. It is impossible to
predict at this time the status of any business in which Osage 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 Osage may offer.
Following a business combination Osage may benefit from the
services of others in regard to accounting, legal services,
underwritings and corporate public relations. If requested by a
target company, management may recommend one or more underwriters,
financial advisors, accountants, public relations firms or other
consultants to provide such services.
A potential target company may have an agreement with a
consultant or advisor providing that services of the consultant or
advisor be continued after any business combination. Additionally,
a target company may be presented to Osage only on the condition
that the services of a consultant or advisor be continued after a
merger or acquisition. Such preexisting agreements of target
companies for the continuation of the services of attorneys,
accountants, advisors or consultants could be a factor in the
selection of target company.
TERMS OF A BUSINESS COMBINATION
In
