<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form SB-2
AMENDMENT NO. 2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ICV, INC.
(Name of Small Business Issuer in its charter)
NEVADA 9999 56-2166389
----------------------- -------------------------- ----------------
(State of Incorporation) (Primary Standard (I.R.S. Employer
Industrial Classification I.D. Number)
Number)
204 DOCKMASTER, HILTON HEAD, SC 29928 (843-298-0135)
-------------------------------------------------------------
(Address and telephone number of principal executive offices)
204 DOCKMASTER, HILTON HEAD, SC 29928
----------------------------------------
(Address of principal place of business)
Christopher Larkby, President
ICV, Inc.
204 Dockmaster
Hilton Head, SC 29928
(843) 298-0135
---------------------------------------------------------
(Name, address and telephone number of agent for service)
Copies to:
Joel Bernstein, Esq., P.A.
11900 Biscayne Blvd., Suite 604
Miami, Florida 33181
Tel.: (305) 892-1122
Fax:(305) 892-0822
Approximate date of proposed commencement of sale to the public: From time to
time after the Registration Statement becomes effective.
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================
Proposed
Amount of Proposed Maximum
Shares Maximum Aggregate Amount of
Title of Each Class of to be Offering Price Offering Registration
Securities to be Registered Registered Per Unit(1) Price Fee
--------------------------- ---------- -------------- --------- ------------
<S> <C> <C> <C> <C>
Common Stock 1,450,000 .004 $5,800.- $1.54
=============================================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee based
upon Registrant's book value.
The Company hereby amends the 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 Acts of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8 (a),
may determine.
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ICV, INC.
PROSPECTUS
DECEMBER __, 2000
1,450,000 shares of common stock
The shares for this offering are being sold by the selling security holders. We
will not receive any proceeds from of the sale of the shares being sold by this
Prospectus. In compliance with SEC Rule 419 the proceeds of this offering and
the shares offered will be deposited with Southwest Escrow Company as escrow
agent. Interest will be paid on all proceeds deposited in escrow and will be
paid to the investors in this offering if the deposited funds are returned to
the investors. Our common stock does not currently trade on any market. The
shares will be sold at negotiated prices or market prices if a market develops.
INVESTING IN THE COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD
CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE __.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is
illegal.
SUMMARY
The Company
ICV, Inc. was formed in October, 1999 as a "blank check" company to
seek to effect a merger, exchange of capital stock, asset acquisition or other
similar business combination with an operating business. Our business objective
is to seek to effect a business combination with an acquired business, which we
believe has significant growth potential. We will not engage in any substantive
commercial business other than a Business Combination. We have no plan,
proposal, agreement, understanding or arrangement to acquire or merge with any
specific business or company at the date of this Prospectus and have not
identified any specific business or company for investigation and evaluation.
The Offering
Common stock offered by selling security holders 1,450,000 shares
Shares of common stock to be outstanding 11,450,000 shares
There is no minimum purchase requirement in this offering
Securities And Exchange Commission Rule 419
This offering is conducted under the requirements of Securities and
Exchange Commission Rule 419. Under Rule 419, all proceeds of the offering will
be held in escrow by Southwest Escrow Company until:
1. We have executed an agreement for the acquisition of an
operating company;
2. We have filed a post effective amendment to the registration
statement of which this Prospectus is a part obtaining information regarding
the acquisition candidate;
3. A certain minimum number of investors have elected to remain
investor; and;
If an acquisition has not been consummated within 18 months after the
date of this Prospectus, the offering proceeds will be returned to investors in
this offering with interest earned on such funds.
Accordingly, investors in this offering cannot be assured that any
business will be acquired by ICV and their funds may be held in escrow for up
to 18 months from the date of this Prospectus.
Our principal executive office is located at 204 Dockmaster, Hilton
Head, South Carolina 29928 and our telephone number is 843-298-0135.
RISK FACTORS
We were organized recently, have limited resources and no present source of
revenues
ICV, Inc. was incorporated on October 22, 1999 and is in the
development stage. We have not as yet attempted to seek a business combination.
Our management has no prior experience relating to the identification,
evaluation and acquisition by a blank check company of an acquired business. To
date, our efforts have been limited primarily to organizational activities and
initial funding. We have limited
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resources and have had no revenues to date. We will not achieve any revenues
until the consummation of a Business Combination, if at all. There can be no
assurances that any Acquired Business, at the time of the Company's consummation
of a Business Combination or at any time thereafter, will derive any material
revenues from its operations or operate on a profitable basis.
There will be a change in control and management after a business combination
Although we have no present plans, understandings or arrangements
respecting any business combination, the successful completion of such a
transaction is likely to result in a change in control of the Company. This
could result from the issuance of a large percentage of the Company's authorized
securities or the sale by the present shareholders of all or a portion of their
stock or a combination thereof. Any change in control may also result in the
resignation or removal of the Company's present officers and directors. If there
is a change in management, no assurances can be given as to the experience or
qualifications of the persons who replace present management respecting either
the operation of the Company's activities or the operation of the business,
assets or property being acquired.
We have limited ability to evaluate acquired business' management
While our ability to successfully effect a business combination will be
dependent upon certain of our management, the future role of such personnel in
the acquired business cannot presently be stated with any certainty. It is
unlikely that any of our key personnel will remain associated in any operational
capacity with the Company following a business combination. Moreover, there can
be no assurances that such personnel will have significant experience or
knowledge relating to the operations of the particular acquired business.
Furthermore, although the Company intends to closely scrutinize the management
of a prospective acquired business in connection with evaluating the
desirability of effecting a business combination, there can be no assurances
that the Company's assessment of such management will prove to be correct,
especially in light of the likely inexperience of current key personnel of the
Company in evaluating most types of businesses. In addition, there can be no
assurances that such future management will have the necessary skills,
qualifications or abilities to manage a public company. The Company may also
seek to recruit additional managers to supplement the incumbent management of
the acquired business. There can be no assurances that the Company will have the
ability to recruit such additional managers, or that such additional managers
will have the requisite skills, knowledge or experience necessary to enhance the
incumbent management.
Potential conflict of interest
We do not anticipate that any business combination will be considered
with a business owned or controlled by any of our officers, directors or greater
than 10% shareholders. Although we have no rule prohibiting the consideration
of such a business combination, any such business combination which may
constitute a conflict of interest would be identified as such in the
reconfirmation offer required to be made pursuant to SEC Rule 419.
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MARKET FOR THE SHARES
There is no current trading market for the shares and there can be no
assurances that a trading market will develop, or, if such a trading market does
develop, that it will be sustained. The trading of the Shares, to the extent
that a market develops for the Shares at all, of which there can be no
assurances, will likely be conducted through what is customarily known as the
"pink sheets" and/or on the Bulletin Board. Any market for the shares which may
result will likely be less well developed than if the Shares were traded on
NASDAQ or stock market or an exchange.
As long as our shares are not listed on NASDAQ and the Company has net
tangible assets of $2,000,000 or less, transactions in the Shares would be
subject to certain rules promulgated under the Securities Exchange Act of 1934.
Under such rules, broker-dealers who recommend such securities to persons other
than institutional accredited investors (generally institutions with assets in
excess of $5,000,000) must make a special written suitability determination for
the purchaser, receive the purchaser's written agreement to a transaction prior
to sale and provide the purchaser with risk disclosure documents which identify
certain risks associated with investing in "penny stocks" and which describes
the market therefor as well as a purchaser's legal remedies. Further, the
broker-dealer must also obtain a signed and dated acknowledgment from the
purchaser demonstrating that the purchaser has actually received the required
risk disclosure document before a transaction in a "penny stock" can be
consummated. Since our shares are subject to such rules, broker-dealers may find
it difficult to effectuate customer transactions and/or trading activity in the
Shares; thus, the market price, if any, may be depressed, and an investor may
find it more difficult to dispose of the shares.
If a public trading market develops for our common stock, the market
liquidity for our common stock could be adversely affected by limiting the
ability of broker/dealers to sell our common stock and the ability of purchasers
in this offering to sell their securities in the secondary market. There can be
no assurances that trading in the Company's securities will not be subject to
these or other regulations that would adversely affect the market for such
securities.
We currently have 52 record holders of our common stock.
DIVIDEND POLICY
We have not paid any dividends on our common stock, and it is not
anticipated that any dividends will be paid in the foreseeable future. The
declaration and payment of dividends in the future will be determined by the
Board of Directors in light of conditions then existing, including the company's
earnings, financial condition, capital requirements and other factors.
PROPOSED BUSINESS AND PLAN OF OPERATIONS
ICV, Inc.'s purpose is to seek, investigate and, if such investigation warrants,
merge or combine with or 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 Securities Act. We will not restrict our search
to any specific business, industry, or geographical location and may participate
in a business venture of virtually any kind or nature.
ICV, Inc. 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. ICV, Inc. may
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acquire assets and establish wholly-owned subsidiaries in various businesses or
acquire existing businesses as subsidiaries.
Selection of a business to acquire
ICV, Inc. 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 publicly registered 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 stockholders 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.
The analysis of new business opportunities will be undertaken by, or under the
supervision of, ICV, Inc. officers and directors. In analyzing prospective
business opportunities, management will 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 future research, development, or exploration; specific risk
factors not now foreseeable but which then may be anticipated to impact the
proposed activities of ICV, Inc.; 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 ICV,
Inc.'s virtually unlimited discretion to search for and enter into potential
business opportunities.
ICV, Inc. may enter into a business combination with a business entity that
desires to establish a public trading market for its shares. A target company
may attempt to avoid what it deems to be adverse consequences of undertaking its
own public offering by seeking a business combination with ICV, Inc. Such
consequences may include, but are not limited to, time delays of the
registration process, significant expenses to be incurred in such an offering,
loss of voting control to public stockholders or the inability to obtain an
underwriter or to obtain an underwriter on satisfactory terms.
ICV, Inc. will not restrict its search for any specific kind of business entity,
but may acquire a venture which is in its preliminary or development state,
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
ICV, Inc. 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 ICV, Inc. may offer.
ICV, Inc. management, will rely upon its own efforts in accomplishing the
business purposes of ICV, Inc. Outside consultants or advisors may be utilized
by ICV, Inc. to assist in the search for qualified target companies. If ICV,
Inc. does retain such an outside consultant or advisor, any cash fee earned by
such person may need to be assumed by a third party or the target company, as
ICV, Inc. has limited cash assets with which to pay such obligation.
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Following a business combination, ICV, Inc. 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 ICV,
Inc. 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 a target company.
Structuring of a business combination
In implementing a structure for a particular business acquisition, we may become
a party to a merger, consolidation, reorganization, joint venture, or licensing
agreement with another corporation or entity. We may also acquire stock or
assets of an existing business.
While the terms of a business transaction to which ICV, Inc. may be a party
cannot be predicted, it is expected that the parties to the business transaction
will desire to avoid the creation of a taxable event and thereby structure the
acquisition in a "tax-free" reorganization under Sections 351 or 368 of the
Internal Revenue Code of 1986, as amended.
With respect to any merger or acquisition negotiations with a target company,
management expects to focus on the percentage ownership of ICV, Inc. which
target company shareholders would acquire in exchange for their shareholdings in
the target company. Depending upon, among other things, the target company's
assets and liabilities, ICV, Inc. stockholders will in all likelihood hold a
substantially lesser percentage ownership interest in ICV, Inc. following any
merger or acquisition. The percentage of ownership may be subject to significant
reduction in the event ICV, Inc. acquires a target company with substantial
assets. Any merger or acquisition effected by ICV, Inc. can be expected to have
a significant dilutive effect on the percentage of shares held by ICV, Inc.
stockholders at such time.
ICV, Inc. will participate in a business opportunity only after the negotiation
and execution of appropriate agreements. Although the terms of such agreements
cannot be predicted, generally such agreements will require certain
representations and warranties of the parties thereto, will specify certain
events of default, will detail the terms of closing and the conditions which
must be satisfied by the parties prior to and after such closing, will outline
the manner of bearing costs, including costs associated with our attorneys and
accountants, and will include miscellaneous other terms.
ICV, Inc. will not acquire or merge with any entity that cannot provide audited
financial statements at or within a reasonable period of time after closing of
the proposed transaction. ICV, Inc. is subject to all of the reporting
requirements included in the Securities Exchange Act of 1934. Included in these
requirements is the duty to file audited financial statements as part of or
within 60 days following a Form 8-K to be filed with the Securities and Exchange
Commission upon consummation of a merger or acquisition, as well as audited
financial statements included in its annual report on Form 10-KSB. If such
audited financial statements are not available at closing, or within time
parameters necessary to ensure ICV, Inc.'s compliance with the requirements of
the Securities Exchange Act of 1934, or if the audited financial statements
provided
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do not conform to the representations made by the target company, the closing
documents may provide that the proposed transaction will be voidable at the
discretion of ICV, Inc.'s present management.
Unspecified industry
ICV, Inc. does not intend to restrict its search for business opportunities to
any particular geographical area or industry, and may, therefore, engage in
essentially any business, to the extent of its resources. This includes
industries such as information technology, finance, natural resources,
manufacturing, product development, medical, communications and others. ICV,
Inc.'s discretion in the selection of business opportunities is unrestricted,
subject to the availability of such opportunities, economic conditions, and
other factors.
To date, ICV, Inc. has not identified any business opportunity that it plans to
pursue, nor has ICV, Inc. reached any agreement or definitive understanding with
any person or entity concerning an acquisition.
Any entity which has an interest in being acquired by, or merging into, ICV,
Inc. is expected to be an entity that desires to become a public company and
establish a public trading market for its securities. There are various reasons
why an entity would wish to become a public company, including:
o the ability to use registered securities as currency in acquisitions of
assets or businesses;
o increased visibility in the financial community;
o the facilitation of borrowing from financial institutions;
o increased liquidity to investors;
o greater ease in raising capital;
o compensation of key employees through varying types of equity
incentives;
o enhanced corporate image; and
o a presence in the United States capital markets.
Management believes that the sought after business opportunity will likely be:
o a business entity with the goal of becoming a public company in order
to use ICV, Inc.'s registered securities for the acquisition of assets
or businesses;
o a company which is unable to find an underwriter of its securities or
is unable to find an underwriter of its securities on terms acceptable
to it;
o a company that wishes to become public with less dilution of its common
stock than would occur upon an underwriting;
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o a company that believes that it will be able to obtain investment
capital on more favorable terms after it has become public; or
o a foreign company that wishes to make an initial entry into the United
States securities markets.
ICV, Inc. is unable to predict when it may participate in a business
opportunity. It expects, however, that the analysis of specific proposals and
the selection of a business opportunity may take several months, or perhaps
longer. No assurances can be given that ICV, Inc. 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.
Employees
We have no employees.
Properties
Through an oral agreement with our founders the offices of ICV, Inc. are located
at Hilton Head, South Carolina. Use of these facilities is included in the
compensation paid to our founders as set forth below in "Certain Relationships
and Related Transactions." We do not anticipate acquiring separate office
facilities until such time we complete a merger, acquisition or other business
combination.
Competition
ICV, Inc. expects to encounter substantial competition in its efforts to locate
attractive business opportunities, primarily from business development
companies, venture capital partnerships and corporations, venture capital
affiliates of large industrial and financial companies, small investment
companies, and wealthy individuals. Many of these entities and other persons
have significantly greater financial and personnel resources and technical
expertise than ICV, Inc. ICV, Inc. may also experience competition from other
public "blank check" corporations, some of which may have more funds available
to them than ICV, Inc. does. As a result of ICV, Inc.'s combined limited
financial resources and limited management availability, ICV, Inc. will continue
to be at a significant competitive disadvantage compared to its competitors.
MANAGEMENT
ICV, Inc.'s directors and executive officers as of the date of this prospectus
are listed below and brief summaries of their business experience and certain
other information with respect to them is set forth in the following table and
the information which follows the table:
Name Age Position
---- --- --------
Christopher Larkby 28 Director, President, Treasurer
and Secretary
Mr. Larkby has been a director of the Company since inception in October 1999
and has been President, Treasurer and Secretary since April 2000. He retired
from the U.S. Army in 1997. He was a residential real estate agent from April
1996 to April 1997 and a real estate appraiser from April 1995 to April 1996.
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EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth the total compensation paid to our chief
executive officer since inception in October 1999. No executive officer of the
company received compensation of $100,000 or more during such period.
<TABLE>
<CAPTION>
Other Annual Other Annual
Name and Principal Position Year Total Income Bonus Compensation
--------------------------- ---- ------------ ------------ -------------
<S> <C> <C> <C> <C>
Christopher Larkby, President 2000 $10,100(1) -0- -0-
Joel Shine, President 2000 $10,500(2) -0- -0-
</TABLE>
(1) President since April 2000. Consists of 10,100,000 shares of common
stock valued at par value of $.001 per share.
(2) President from October 1999 to April 2000. Consists of 500,000 shares
of common stock and $10,000 cash.
The Company does not have any long term compensation plans.
Director compensation
No other fees are paid for director services. The Company paid
10,010,000 shares of its common stock to Christopher Larkby for serving as
director.
Employment agreements
The Company does not have any written employment agreements.
Stock option plan
The Company has adopted a 2000 Non-Statutory Option Plan. Under the
Plan, the Board of Directors, or a compensation committee of the Board of
Directors, may issue options to purchase our common stock to employees of the
Company as well as attorneys, consultants and advisors, directors and officers.
Such options may be granted to such persons who are affiliated with major-owned
subsidiaries of the Company. Up to 750,000 shares may be purchased pursuant to
options issued under the Plan. The exercise price of options issued under the
Plan may not be less than 85% of the fair market value of our common stock on
the date of grant. Options under the Plan may be for a term of not more than ten
years. The options may be exercised with cash, for services rendered, our common
stock, by shares of other corporations which trade on the Nasdaq Stock Market or
a securities exchange. We have not issued any options under the Plan as of the
date of this Prospectus.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of November 26, 2000, the beneficial
ownership of the Company's 11,450,000 outstanding shares of Common Stock by (1)
the only persons who own of record or are known to own, beneficially, more than
5% of the Company's Common Stock; (2) each director and executive officer of the
Company; and (3) all directors and officers as a group.
Number of
Name Shares Percent(1)
---- ---------- ---------
Christopher Larkby 10,010,000 87%
All officers and directors
as a group (1 person) 10,010,000 87%
(1) Based upon 11,450,000 shares outstanding as of November 26, 2000.
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INDEMNIFICATION
The Company's Articles of Incorporation provide that the Company will
indemnify its Directors to the fullest extent permitted by the Nevada General
Corporation Law. Nevada law provides that the directors of the corporation may
not be indemnified (i) for any breach of their duty of loyalty to the
corporation or its stockholders; (ii) for acts or omissions not in good faith or
that involve intentional misconduct, fraud or a knowing violation of law; or
(iii) for unlawful distributions to shareholders. The Company's By-Laws provide
that the Company shall indemnify its Directors and officers for any actions
taken as officers or directors other than arising out of negligence or willful
misconduct.
Indemnification against public policy
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or person controlling the
company, the Company has been informed that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is therefore unenforceable.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The following persons were our founders and were instrumental in the
organization of ICV, Inc. and are therefor considered promoters of ICV, Inc.:
Christopher Larkby, Joel R. Shine, J. Wilton Graves and Timothy Miles. We issued
our common stock to our founders in consideration for their services in forming
the Company as follows: Christopher Larkby - 10,010,000 shares, Joel R. Shine -
500,000 shares, J. Wilton Graves - 150,000 shares and Timothy Miles - 350,000
shares. We also made cash payments to our founders as follows: Joel R. Shine -
$10,000, J. Wilton Graves - $5,000, and Timothy Miles - $10,000, which included
use of facilities as set forth above in "Proposed Business and Plan of
Operations -- Properties".
PLAN OF DISTRIBUTION/SELLING SECURITY HOLDERS
Plan of distribution
The shares offered hereby may be sold from time to time directly by the
selling security holders. Alternatively, these Selling Security Holders may from
time to time offer the shares through underwriters, dealers or agents. The
distribution of the shares by the selling security holders may be effected in
one or more transactions that may take place on the over-the-counter market in
the event a trading market is established on the over-the-counter market,
including:
o ordinary broker's transactions,
o privately-negotiated transactions or
o through sales to one or more broker-dealers for resale, at market
prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.
Customary or specifically negotiated brokerage fees or commissions may
be paid by the selling security holders in connection with such sales of shares.
The shares offered by the selling security Holders may be sold by one or more of
the following methods, without limitations:
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o a block trade in which a broker or dealer so engaged will attempt to
sell the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction;
o purchases by a broker or dealer as principal and resale by such broker
or dealer for its account pursuant to this Prospectus;
o ordinary brokerage transactions and transactions in which the broker
solicits purchasers, and
o face-to-face transactions between sellers and purchasers without a
broker-dealer.
In effecting sales, brokers or dealers engaged by the selling security
holders may arrange for other brokers or dealers to participate. The selling
security holders and intermediaries through whom such shares are sold may be
deemed "underwriters" within the meaning of the Shares Act of 1933 with
respect to the shares offered, and any profits realized or commissions received
may be deemed underwriting compensation.
At the time a particular offer of shares is made by or on behalf of a
selling security holder, to the extent required, a prospectus will be
distributed which will set forth the number of shares being offered and the
terms of the offering, including the name or names of any underwriters, dealers
or agents, if any, the purchase price paid by any underwriter for shares
purchased from the selling security holder and any discounts, commissions or
concessions allowed or reallowed or paid to dealers and the proposed selling
price to the public.
The following security holders may offer shares of common stock
pursuant to the Prospectus. Except as indicated below, none of the selling
security holders having any affiliation with the Company other than as security
holders:
<TABLE>
<CAPTION>
Number of Shares Number of Shares
Number of Number of which may be and Warrants to
Shares Warrants Offered Pursuant to be Owned After
Name Owned & Percent(A) Owned and Percent(B) this Prospectus the Offering*
---- --------------------- -------------------- ------------------- ----------------
<S> <C> <C> <C> <C>
Joel Shine(1) 500,000 4.4% -0- 500,000 0
J. Wilton Graves(1) 500,000 4.4% -0- 500,000 0
Don Drewel 10,000(C) 90,000(C) 10,000 90,000
George Boulware 10,000(C) 90,000(C) 10,000 90,000
Robert Graves 360,000 3.1% 90,000(C) 20,000 430,000
Kim Hubbard 5,000(C) 45,000(C) 5,000 45,000
Chris Larkby(2) 10,010,000(C) 87.4% -0-(C) 20,000 9,990,000
Ryan Messer 10,000(C) 90,000(C) 10,000 90,000
Mike Notartamaso 10,000(C) 90,000(C) 10,000 90,000
Chrissa Paloni 10,000(C) 90,000(C) 10,000 90,000
Nazz Paloni 5,000(C) 45,000(C) 5,000 45,000
D. Andrew Staley 10,000(C) 90,000(C) 10,000 90,000
Jeremy Thomas 10,000(C) 90,000(C) 10,000 90,000
Jeff Trip 5,000(C) 45,000(C) 5,000 45,000
</TABLE>
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<TABLE>
<CAPTION>
Number of Shares Number of Shares
Number of Number of which may be and Warrants to
Shares Owned Warrants Owned Offered Pursuant to be Owned After
Name and Percent and Percent this Prospectus the Offering*
---- ------------ -------------- ------------------- ----------------
<S> <C> <C> <C> <C>
Todd Winkleman 5,000(C) 45,000(C) 5,000 45,000
Scott Miller 10,000(C) 90,000(C) 10,000 90,000
Scott Strean 5,000(C) 45,000(C) 5,000 45,000
Peter Paloni 10,000(C) 90,000(C) 10,000 90,000
Lori Kaylor 10,000(C) 90,000(C) 10,000 90,000
Erik Bylak 5,000(C) 45,000(C) 5,000 45,000
Jim Plumlee 10,000(C) 90,000(C) 10,000 90,000
Wilbert Roller, Jr. 10,000(C) 90,000(C) 10,000 90,000
Will O'Grady 10,000(C) 90,000(C) 10,000 90,000
Jason Cummins 10,000(C) 90,000(C) 10,000 90,000
Eric Anthony 10,000(C) 90,000(C) 10,000 90,000
Mark Boyer 10,000(C) 90,000(C) 10,000 90,000
Julia Paloni 10,000(C) 90,000(C) 10,000 90,000
Shell Larkby 10,000(C) 90,000(C) 10,000 90,000
W. R. Shine 10,000(C) 90,000(C) 10,000 45,000
Joy Shine 5,000(C) 45,000(C) 5,000 45,000
Chris Lackman 10,000(C) 90,000(C) 10,000 90,000
Curtis Spackman 10,000(C) 90,000(C) 10,000 90,000
Subrina Hamasaki 10,000(C) 90,000(C) 10,000 90,000
Kazu Fujita 10,000(C) 90,000(C) 10,000 90,000
James Yanai 10,000(C) 90,000(C) 10,000 90,000
John Wong 10,000(C) 90,000(C) 10,000 90,000
Mistsuo Tatsugawa 10,000(C) 90,000(C) 10,000 90,000
Robert Hoskins, Jr. 10,000(C) 90,000(C) 10,000 90,000
Dean Cummings 10,000(C) 90,000(C) 10,000 90,000
Lincoln Fong 10,000(C) 90,000(C) 10,000 90,000
Willbert Roller III 10,000(C) 90,000(C) 10,000 90,000
Gary R. & Bonnie J. See 10,000(C) 90,000(C) 10,000 90,000
Paul S & Renee Spiegler 10,000(C) 90,000(C) 10,000 90,000
Kevin Tatsugawa 10,000(C) 90,000(C) 10,000 90,000
Jack & Una Nakamura 10,000(C) 90,000(C) 10,000 90,000
Raymond Uno 10,000(C) 90,000(C) 10,000 90,000
Sharon L Doud 10,000(C) 90,000(C) 10,000 90,000
Timothy Miles C/F Lila
Miles SC/UGMA 10,000(C) 90,000(C) 10,000 90,000
Luke Kicklighter 5,000(C) 45,000(C) 5,000 45,000
</TABLE>
(1) A founder of the Company.
(2) A founder and officer and director of the Company
* Assuming all Shares are sold.
(A) Percent based on 11,450,000 shares outstanding.
(B) Percent based on 3,960,000 warrants outstanding.
(C) Less than 3%.
13
<PAGE> 14
Investors' rights and substantive protection under SEC Rule 419
Deposit of offering proceeds and securities
Rule 419 requires that offering proceeds and the securities purchased
by investors in this offering, be deposited into an escrow or trust account
governed by an agreement which contains certain terms and provisions specified
by the Rule. Under Rule 419, the deposited funds and deposited securities will
be released to the selling security holders and to the investors, respectively,
only after we have met the following three basic conditions.
(1) We must execute an agreement(s) for an acquisition(s) meeting
certain prescribed criteria.
(2) We must file a post-effective amendment to the Registration
Statement which includes the terms of a reconfirmation offer that must contain
conditions prescribed by the rules. The post-effective amendment must also
contain information regarding the acquisition candidate(s) and its business(es),
including audited financial statements.
(3) We must conduct the reconfirmation offer and satisfy all of the
prescribed conditions, including the condition that a certain minimum number of
investors must elect to remain investors.
After we submit a signed representation to the escrow agent that the
requirements of Rule 419 have been met and after the acquisition(s) is
consummated, the escrow agent can release the deposited funds and deposited
securities.
Accordingly, the Company has entered into an escrow agreement with Southwest
Escrow Company (the "Escrow Agent") which provides that:
(1) The net proceeds are to be deposited into the escrow account
maintained by the Escrow Agent immediately upon receipt. The deposited funds and
any dividends or interest thereon, if any, are to be held for the sole benefit
of the investors and can only be invested in bank deposits.
(2) All securities to be sold in connection with the offering and any
other securities issued with respect to such securities, including securities
issued with respect to stock splits, stock dividends or similar rights are to be
deposited directly into the escrow account prior to the effective date of the
registration statement relating to this offering. The identity of the investors
are to be included on the stock certificates or other documents evidencing the
deposited securities. The deposited securities held in the escrow account are to
remain as issued and deposited and are to be held for the sole benefit of the
investors' who retain the voting rights, if any, with respect to the deposited
securities held in their names. The deposited securities held in the escrow
account may not be transferred, disposed of nor any interest created therein
other than by will or the laws of descent and distribution, or pursuant to a
qualified domestic relations order as defined by the Internal Revenue Code of
1986 or Table 1 of the Employee Retirement Income Security Act.
(3) Warrants, convertible securities or other derivative securities
relating to deposited securities held in the escrow account may be exercised or
converted in accordance with their terms; provided that, however, the securities
received upon exercise or conversion together with any cash or other
consideration paid in connection with the exercise or conversion are to be
promptly deposited into the Escrow Account.
14
<PAGE> 15
Post-Effective Amendment
Once the agreement(s) governing the acquisition(s) of a business(es)
have been executed, Rule 419 requires us to update the registration statement
with a post-effective amendment. The post-effective amendment must contain
information about the proposed acquisition candidate (s) and its business(es),
including audited financial statements, the results of this offering and the use
of the funds disbursed from the Escrow Account. The post-effective amendment
must also include the terms of the reconfirmation offer mandated by Rule 419.
The reconfirmation offer must include certain prescribed conditions which must
be satisfied before the deposited funds and deposited securities can be released
from escrow.
Reconfirmation Offering
The reconfirmation offer must commence after the effective date of the
post-effective amendment. Pursuant to Rule 419, the terms of the reconfirmation
offer must include the following conditions:
(1) The prospectus contained in the post-effective amendment will be
sent to each investor whose securities are held in the escrow account within 5
business days after the effective date of the post-effective amendment.
(2) Each investor will have no fewer than 20 and no more than 45
business days from the effective date of the post-effective amendment to notify
us in writing that the investor elects to remain an investor.
(3) If we do not receive written notification from any investor within
45 business days following the Effective Date, the pro rata portion of the
deposited funds (and any related interest or dividends) held in the escrow
account on such investor's behalf will be returned to the investor within 5
business days by first class mail or other equally prompt means.
(4) The acquisition(s) will be consummated only if a minimum number of
investors representing 80% of the maximum offering proceeds elect to reconfirm
their investment.
(5) If a consummated acquisition(s) has not occurred by 18 months from
the date of this prospectus, the deposited funds held in the escrow account
shall be returned to all investors on within 5 business days by first class mail
or other equally prompt means along with interest earned thereon.
Release of deposited securities and deposited funds
The deposited funds and deposited securities may be released to the
selling security holders and the investors, respectively, after:
(1) The Escrow Agent has received a signed representation from us and
any other evidence acceptable by the Escrow Agent that:
(a) We have executed an agreement for the acquisition(s) of a
business(es) for which the fair market value of the business represents at least
80% of the maximum offering proceeds;
(b) The post-effective amendment has been declared effective,
that the mandated reconfirmation offer having the conditions prescribed by Rule
419 has been completed and that we have satisfied all of the prescribed
conditions of the reconfirmation offer.
(2) The acquisition(s) of the business(es) with the fair value of at
least 80% of the maximum proceeds including funds received is consummated.
15
<PAGE> 16
DESCRIPTION OF SECURITIES
Common Stock
We are authorized to issue 50,000,000 shares of common stock with $.001
par value. The holders of the common stock are entitled to one vote per each
share held and have the sole right and power to vote on all matters on which a
vote of stockholders is taken. Voting rights are non-cumulative. The holders of
shares of common stock are entitled to receive dividends when, as and if
declared by the Board of Directors, out of funds legally available therefore and
to share pro-rata in any distribution to stockholders. We anticipate that any
earnings will be retained for use in our business for the foreseeable future.
Upon liquidation, dissolution, or winding up of the company, the holders of the
common stock are entitled to receive the net assets held by the company after
distributions to the creditors. The holders of common stock do not have any
preemptive right to subscribe for or purchase any shares of any class of stock.
The outstanding shares of common stock and the shares offered hereby will not be
subject to further call or redemption and will be fully paid and non-assessable.
Class A Common Stock Purchase Warrants
The Company has 880,000 outstanding Class A Common Stock Purchase
Warrants. Each Class A Warrants entitled the holder to purchase one share of our
common stock between March 9, 2000 and March 8, 2003 at a price of $.50 per
share. We may redeem each Class A Warrant at $.01 per warrant by giving notice
to the warrant holders. The warrant holders have thirty (30) days after we give
such notice of redemption to exercise their warrants. Class B Common Stock
Purchase Warrants
Class B Common Stock Purchase Warrants
The Company has 880,000 outstanding Class B Common Stock Purchase
Warrants. Each Class B Warrants entitled the holder to purchase one share of our
common stock between March 9, 2000 and March 8, 2003 at a price of $.75 per
share. We may redeem each Class B Warrant at $.01 per warrant by giving notice
to the warrant holders. The warrant holders have thirty (30) days after we give
such notice of redemption to exercise their warrants. Class C Common Stock
Purchase Warrants
Class C Common Stock Purchase Warrants
The Company has 2,200,000 outstanding Class C Common Stock Purchase
Warrants. Each Class C Warrants entitled the holder to purchase one share of our
common stock between March 9, 2000 and March 8, 2005 at a price of $4.00 per
share. We may redeem each Class C Warrant at $.01 per warrant by giving notice
to the warrant holders. The warrant holders have thirty (30) days after we give
such notice of redemption to exercise their warrants.
LEGAL MATTERS
The validity of the shares offered hereby is being passed upon for the
Company by Joel Bernstein, Esq., P.A., Miami, Florida.
EXPERTS
The financial statements appearing in this prospectus and registration
statement have been audited by James E. Scheifley & Associates, P.C.,
independent certified public accountants, as set forth in their report thereon
appearing elsewhere herein and in the registration statement, and are included
in reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
ADDITIONAL INFORMATION
The Company has filed with the Securities and Exchange Commission a
registration statement on Form SB-2 under the Securities Act with respect to the
securities being offered. This prospectus, filed as a part of the registration
statement, does not contain certain information contained in or annexed as
exhibits to the registration statements. Reference is made to exhibits to the
registration statement for the complete text. For further information with
respect to the Company and the securities hereby offered, reference is made to
the registration statement and to the exhibits filed as part of it, which may be
inspected and copied at the public reference facilities of the commission in
Washington D.C., and at the Commission's regional offices at
o 500 West Madison Street, Chicago, IL 60604;
o 7 World Trade Center, New York, NY 10048;
o and 5757 Wilshire Boulevard, Los Angeles, CA 90034;
o and copies of such material can be obtained from the Public Reference
Section of the Commission, 450 5th Street, N.W., Washington, D.C.
20549, at prescribed rates and are available on the World Wide Web at:
http://www.sec.gov.
16
<PAGE> 17
INDEPENDENT AUDITOR'S REPORT
Board of Directors and Shareholders
ICV, Inc.
We have audited the balance sheet of ICV, Inc. as of April 30, 2000, and the
related statements of operations, changes in stockholders' equity, and cash
flows for the period from inception (October 22, 1999) to April 30, 2000. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above, present fairly, in
all material respects, the financial position of ICV, Inc. as of April 30, 2000,
and the results of its operations and cash flows for the period from inception
(October 22, 1999) to April 30, 2000, in conformity with generally accepted
accounting principles.
James E. Scheifley & Associates, P.C.
Certified Public Accountants
Denver, Colorado
June 1, 2000
F-1
<PAGE> 18
ICV,INC.
(A Development Stage Company)
BALANCE SHEETS
April 30, 2000 and July 31, 2000
<TABLE>
<CAPTION>
APRIL 30, JULY 31,
2000 2000
-------- ----------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash $ 40,416 $ 9,991
-------- --------
Total current assets 40,416 9,991
$ 40,416 $ 9,991
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Total current liabilities $ -- $ --
======== ========
Commitments and contingencies (Note 3)
Stockholders' equity:
Common stock, $.001 par value,
50,000,000 shares authorized, 11,450,000
shares issued and outstanding 11,450 11,450
Additional paid in capital 65,560 65,560
Unpaid stock subscriptions
(Deficit) accumulated during
development stage (36,594) (67,019)
-------- --------
40,416 9,991
-------- --------
$ 40,416 $ 9,991
======== ========
</TABLE>
See accompanying notes to financial statements.
F-2
<PAGE> 19
ICV,INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
For the Period From Inception (October 22, 1999) to April 30, 2000
And Three Months Ended July 31, 2000
<TABLE>
<CAPTION>
THREE
PERIOD FROM MONTHS PERIOD FROM
INCEPTION TO ENDED INCEPTION TO
APRIL 30, JULY 31, JULY 31,
2000 2000 2000
------------ ------------ ------------
(Unaudited) (Unaudited)
<S> <C> <C> <C>
Operating expenses $ 36,594 $ 30,425 $ 67,019
------------ ------------ ------------
(Loss from operations) and net (loss) $ (36,594) $ (30,425) $ (67,019)
============ ============ ============
Per share information:
Basic and diluted (loss) per common share $ (0.00) $ (0.00) $ (0.01)
============ ============ ============
Weighted average shares outstanding 11,091,429 11,450,000 11,167,500
============ ============ ============
</TABLE>
See accompanying notes to financial statements.
F-3
<PAGE> 20
ICV,INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
for the Period From Inception (October 22, 1999) to April 30, 2000
and for the Three Months Ended July 31, 2000
<TABLE>
<CAPTION>
DEFICIT
COMMON STOCK ADDITIONAL ACCUMULATED
------------------------- PAID-IN DURING DEVELOP-
ACTIVITY SHARES AMOUNT CAPITAL MENT STAGE TOTAL
-------- ------ ------ ------- ---------- -----
<S> <C> <C> <C> <C> <C>
Shares issued to directors at inception
at par value 11,010,000 $ 11,010 $ -- $ -- $ 11,010
Shares issued for cash
March 2000 @ $.15 130,000 130 19,370 -- 19,500
April 2000 @ $.15 310,000 310 46,190 -- 46,500
Net (loss) for the period
ended April 30, 2000 -- -- -- (36,594) (36,594)
---------- ---------- ---------- ---------- ----------
Balance, April 30, 2000 11,450,000 11,450 65,560 (36,594) 40,416
(The following information is unaudited.)
Net (loss) for the period
ended July 31, 2000 -- -- -- (30,425) (30,425)
---------- ---------- ---------- ---------- ----------
Balance, July 31, 2000 11,450,000 $ 11,450 $ 65,560 $ (67,019) $ 9,991
========== ========== ========== ========== ==========
</TABLE>
See accompanying notes to financial statements.
F-4
<PAGE> 21
ICV,INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the Period From Inception (October 22, 1999) to April 30, 2000
And Three Months Ended July 31, 2000
<TABLE>
<CAPTION>
THREE
PERIOD FROM MONTHS PERIOD FROM
INCEPTION TO ENDED INCEPTION TO
APRIL 30, JULY 31, JULY 31,
2000 2000 2000
------------ ----- ------------
(Unaudited) (Unaudited)
<S> <C> <C> <C>
Net income (loss) $(36,594) $(30,425) $(67,019)
Adjustments to reconcile net income to net
cash provided by operating activities:
Services provided for common stock 11,010 -- 11,010
-------- -------- --------
Total adjustments 11,010 -- 11,010
-------- -------- --------
Net cash provided by (used in)
operating activities (25,584) (30,425) (56,009)
Cash flows from financing activities:
Common stock sold for cash 66,000 -- 66,000
-------- -------- --------
Net cash provided by (used in)
financing activities 66,000 -- 66,000
-------- -------- --------
Increase (decrease) in cash 40,416 (30,425) 9,991
Cash and cash equivalents,
beginning of period -- 40,416 --
-------- -------- --------
Cash and cash equivalents,
end of period $ 40,416 $ 9,991 $ 9,991
======== ======== ========
</TABLE>
See accompanying notes to financial statements.
F-5
<PAGE> 22
ICV, INC.
NOTES TO FINANCIAL STATEMENTS
April 30, 2000
Note 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.
The Company was incorporated in Nevada on October 22, 1999. The Company's
activities to date have been limited to organization and capital formation. The
Company has chosen April 30th as the end of its fiscal year.
Loss per share:
Basic Earnings per Share ("EPS") is computed by dividing net income available to
common stockholders by the weighted average number of common stock shares
outstanding during the year. Diluted EPS is computed by dividing net income
available to common stockholders by the weighted-average number of common stock
shares outstanding during the year plus potential dilutive instruments such as
stock options and warrants. The effect of stock options on diluted EPS is
determined through the application of the treasury stock method, whereby
proceeds received by the Company based on assumed exercises are hypothetically
used to repurchase the Company's common stock at the average market price during
the period. Loss per share is unchanged on a diluted basis since the assumed
exercise of common stock equivalents would have an anti-dilutive effect.
Cash:
For purposes of the statement of cash flows, the Company considers all highly
liquid debt instruments purchased with maturity of three months or less to be
cash equivalents.
Estimates:
The preparation of the Company's financial statements requires management to
make estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from these
estimates
Fair value of financial instruments
The Company's short-term financial instruments consist of cash and cash
equivalents and accounts payable. The carrying amounts of these financial
instruments approximate fair value because of their short-term maturities.
Financial instruments that potentially subject the Company to a concentration of
credit risk consist principally of cash. During the year the Company did not
maintain cash deposits at financial institutions in excess of the $100,000 limit
covered by the Federal Deposit Insurance Corporation. The Company does not hold
or issue financial instruments for trading purposes nor does it hold or issue
interest rate or leveraged derivative financial instruments
F-6
<PAGE> 23
Stock-based Compensation
The Company adopted Statement of Financial Accounting Standard No. 123 (FAS
123), Accounting for Stock-Based Compensation at inception. Upon adoption of FAS
123, the Company continued to measure compensation expense for its stock-based
employee compensation plans using the intrinsic value method prescribed by APB
No. 25, Accounting for Stock Issued to Employees. Stock based compensation paid
by the Company during the period ended April 30, 2000 disclosed in Note 2.
New Accounting Pronouncements
SFAS No. 130, "Reporting Comprehensive Income", establishes guidelines for all
items that are to be recognized under accounting standards as components of
comprehensive income to be reported in the financial statements. The statement
is effective for all periods beginning after December 15, 1997 and
reclassification financial statements for earlier periods will be required for
comparative purposes. To date, the Company has not engaged in transactions that
would result in any significant difference between its reported net loss and
comprehensive net loss as defined in the statement and therefore the reported
net loss is equivalent to comprehensive net loss.
In March 1998, the American Institute of Certified Public Accountants issued
Statement of Position 98-1, Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use ("SOP 98-1"). SOP 98-1 provides
authoritative guidance on when internal-use software costs should be capitalized
and when these costs should be expensed as incurred.
Effective in 1998, the Company adopted SOP 98-1 at its inception, however the
Company has not incurred costs to date that would require evaluation in
accordance with the SOP.
Effective December 31, 1998, SFAS No. 131, Disclosures about Segments of an
Enterprise and Related Information ("SFAS 131") was adopted by the Company at
its inception. SFAS 131 superseded SFAS No. 14, Financial Reporting for Segments
of a Business Enterprise. SFAS 131 establishes standards for the way that public
business enterprises report information about operating segments in annual
financial statements and requires that those enterprises report selected
information about operating segments in interim financial reports. SFAS 131 also
establishes standards for related disclosures about products and services,
geographic areas, and major customers. The adoption of SFAS 131 did not affect
results of operations or financial position. To date, the Company has not
operated in its one planned business activity.
F-7
<PAGE> 24
At its inception, the Company adopted the provisions of SFAS No. 132, Employers'
Disclosures about Pensions and Other Post-retirement Benefits ("SFAS 132"). SFAS
132 supersedes the disclosure requirements in SFAS No. 87, Employers' Accounting
for Pensions, and SFAS No. 106, Employers' Accounting for Post-retirement
Benefits Other Than Pensions. The overall objective of SFAS 132 is to improve
and standardize disclosures about pensions and other post-retirement benefits
and to make the required information more understandable. The adoption of SFAS
132 did not affect results of operations or financial position.
The Company has not initiated benefit plans to date that would require
disclosure under the statement.
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities ("SFAS 133"), which
is required to be adopted in years beginning after June 15, 1999. SFAS 133 will
require the Company to recognize all derivatives on the balance sheet at fair
value. Derivatives that are not hedges must be adjusted to fair value through
income. If the derivative is a hedge, depending on the nature of the hedge,
changes in the fair value of derivatives will either be offset against the
change in fair value of hedged assets, liabilities, or firm commitments through
earnings or recognized in other comprehensive income until the hedged item is
recognized in earnings. The ineffective portion of a derivative's change in fair
value will be immediately recognized in earnings. The Company has not yet
determined what the effect of SFAS 133 will be on earnings and the financial
position of the Company, however it believes that it has not to date engaged in
significant transactions encompassed by the statement.
During 1998, the American Institute of Certified Public Accountants issued
Statement of Position 98-5 - Reporting on the Costs of Start-Up Activities. The
statement is effective for fiscal years beginning after December 15, 1998 and
requires that the cost of start-up activities, including organization costs be
expensed as incurred. The Company adopted the statement upon its inception.
Note 2. Stockholders' Equity.
At inception, the Company issued 11,010,000 shares of it's restricted common
stock to four individuals who became its directors and/or officers in exchange
for their services in forming the Company. The shares were valued at $.001 per
share ($11,010) that the Company believes represents the fair value of the
services performed by the officers.
F-8
<PAGE> 25
During the months of March and April 2000, the Company issued an aggregate of
440,000 shares of its common stock to a limited group of investors for cash
aggregating $66,000 in private sale transactions. The shares were sold at a
price of $.15 per share in a unit offering. The units consist of two shares of
Common Stock, four class A warrants exercisable at $.50 for a period of two
years from the close of the offering, four class B warrants exercisable at $.75
for a period of two years from the close of the offering, and ten class C
warrants exercisable at $4.00 for a period of five years from the close of the
offering. All warrants are callable for $.01 with 30 days notice.
Outstanding warrants as of April 30, 2000 are as follows:
DESCRIPTION NUMBER EXERCISE PRICE TERM
----------- ------ -------------- ----
Class A 880,000 $ .50 2 years
Class B 880,000 $ .75 2 years
Class C 2,200,000 $4.00 5 years
Note 3. Commitments and contingencies
The Company neither owns nor leases any real or personal property. Two officers
of the Company provided office and professional services to the Company and the
costs thereof are included in administrative expenses. The officers, who
resigned on April 12, 2000, were paid an aggregate of $25,000 in cash during the
period ended April 30, 2000, as compensation for services and office related
expenses.
The officers and directors of the Company are involved in other business
activities and may become involved in other business activities in the future.
Such business activities may conflict with the activities of the Company. The
Company has not formulated a policy for the resolution of any such conflicts
that may arise.
Note 4. Income Taxes
Deferred income taxes may arise from temporary differences resulting from income
and expense items reported for financial accounting and tax purposes in
different periods. Deferred taxes are classified as current or non-current,
depending on the classifications of the assets and liabilities to which they
relate. Deferred taxes arising from temporary differences that are not related
to an asset or liability are classified as current or non-current depending on
the periods in which the temporary differences are expected to reverse. The
Company had no significant deferred tax items arise during any of the periods
presented.
F-9
<PAGE> 26
The Company has not provided for income taxes during the period ended April 30,
2000 as a result of an operating loss. The Company has a net operating loss
carryforward at April 30, 2000 of approximately $36,600. The Company has fully
reserved the deferred tax asset (approximately $5,500) that would arise from the
loss carryforward since it is more likely than not that the Company not will
sustain a level of operations that would assure the utilization of the loss in
future periods.
Note 6. Statement of Operations Information
The Company paid an aggregate of $36,010 in management fees of which $11,010 was
paid by the issuance of 11,010,000 shares of common stock with the balance of
$25,000 paid in cash. Significant services provided to the Company with respect
to the management fees are as follows:
Consulting services corporate formation,
business structure, and strategy for
entry into the public market $10,000
Assistance with selection of and co-ordination
with accountants and attorneys 5,000
Compensation of directors & officers 11,010
Managerial and bookkeeping functions 10,000
-------
$ 36,010
=======
Note 7. Unaudited Interim Financial Statements
The accompanying unaudited financial statements as of July 31, 2000 and for the
three months then ended have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
instructions incorporated in Regulation 10-SB of the Securities and Exchange
Commission. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring adjustments and accruals) considered necessary for a fair
presentation have been included.
The results of operations for the periods presented are not necessarily
indicative of the results to be expected for the full year. The accompanying
financial statements should be read in conjunction with the Company's financial
statements for the period ended April 30, 2000.
Basic loss per share was computed using the weighted average number of common
shares outstanding.
F-10
<PAGE> 27
<TABLE>
<CAPTION>
<S> <C>
No dealer, salesman or other person is authorized to give
any information or make any information or make any
representations not contained in this Prospectus with
respect to the offering made hereby. This Prospectus does 1,450,000 Shares of Common Stock
not constitute an offer to sell any of the securities offered
hereby in any jurisdiction where, or to any person to
whom it is unlawful to make such an offer. Neither the ICV, INC.
delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create an implication that
there has been no change in the information set forth
herein or in the business of the Company since the date
hereof.
TABLE OF CONTENTS PROSPECTUS
Prospectus Summary..................................................3
Risk Factors........................................................3
Market for the Shares...............................................5 December __, 2000
Dividend Policy.....................................................5
Proposed Business and Plan of Operations............................5
Business............................................................?
Management..........................................................9
Executive Compensation.............................................10
Security Ownership of certain Beneficial
Owners and Management............................................10
Indemnification....................................................11
Certain Relationships and Related
Transactions.....................................................11
Plan of Distribution/Selling Security Holders......................11
Description of Securities..........................................16
Legal Matters......................................................16
Experts............................................................16
Additional Information.............................................16
Financial Statements..............................................F-1
</TABLE>
<PAGE> 28
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
Item 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Reference is hereby made to the provisions of the Nevada General
Corporation Act which provides for indemnification of directors and officers
under certain circumstances.
Reference is hereby made to Article IX of Registrant"s Articles of
Incorporation which is filed as Exhibit 3(a).
Reference is hereby made to Article IX of Registrant's By-Laws which
are filed as Exhibit 3(c).
Item 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the expenses in connection with the
issuance and distribution of the securities offered hereby.
Registration Fee $ 29
Printing Expenses* 1,500
Legal Fees and Expenses* 25,000
Accounting Fees and Expenses* 1,500
Blue Sky Fees and Expenses* 0
Transfer Agent Fees and Expenses* 1,000
Misc.* 569
-------
Total $29,598
*Estimated
Item 26. RECENT SALES OF UNREGISTERED SECURITIES.
The following provides information of all sales of securities in the
last 3 years which were not registered under the Securities Act of 1933.
In connection with the organization of the Company in October 1999 we
issued shares to our promoters and a director as follows:
In connection with the organization of the Company shares were issued
to the founders as follows: Christopher Larkby - 10,100,000 shares, Joel R.
Shine - 500,000 shares, Timothy Miles - 350,000 shares and J. Wilton Graves -
150,000 shares. Such shares were issued pursuant to an exemption from
registration under the Securities Act of 1933 pursuant to Section 4(2) thereof.
Such shares contain a restrictive legend. These shares were valued at $11,010
representing management's estimate of the fair market value of such services.
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<PAGE> 29
and may not be transferred without registration under the Securities Act of 1933
or an exemption from registration.
In March and April 2000 we conducted a private offering of securities
pursuant to an exemption from registration under the Securities Act of 1933
pursuant to Rule 505 of Regulation D. We offered units consisting of two shares
of common stock, 4 Class A stock purchase warrants exercisable at $.50 per
share, 4 Class B stock purchase warrants exercisable at $.75 per share and 10
Class C stock purchase warrants, exercisable at $4.00 per share. Such units were
sold to 48 investors resulting in the issuance of 440,000 shares of common
stock, 880,000 Class A Warrants, 880,000 Class B warrants and 2,200,000 Class C
warrants. All such securities were sold pursuant to an agreement wherein the
purchasers acknowledged the shares were not registered under the Securities Act
of 1933, could be transferred or sold only pursuant to a registration statement
or an exemption from registration and the certificates contain a restrictive
legend preventing free transfer.
None of the securities discussed above were registered under the
Securities Act of 1933, exemption being claimed in each case pursuant to Section
4(2), Regulation D or as otherwise specified. All of such securities were not
solicitated by advertising or any general solicitation and, except such
securities issued pursuant to Rule 504, contain a restrictive legend.
Item 27. EXHIBITS.
EXHIBIT NO. DESCRIPTION
----------- -----------
3(a)* Articles of Incorporation of the Registrant
3(b)* Certificate of Amendment to Articles of Incorporation
3(c)* By-Laws of the Registrant
3(d)* Form of Class A, B and C Stock Purchase Warrants
3(e)* Stock Option Plan
2.1 Escrow Agreement dated November 15, 2000 with Southwest
Escrow Company
5.1* Opinion of Counsel
23* Consent of counsel is contained in Exhibit 5.1
23.1 Independent Auditors Consent
27* Financial Data Schedule
------------
* previously filed
Item 28. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant 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
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<PAGE> 30
event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant 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 registrant will, unless
in the opinion of its counsel, the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the questions whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
2. That for the purpose of determining any liability under the
Securities Act of 1935, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
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 of filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of Hilton
Head and State of South Carolina on November 30, 2000.
ICV, INC.
By: /s/ Christopher Larkby
------------------------------
Christopher Larkby
President/principal executive officer/principal accounting officer
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<PAGE> 31
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.
Signature Title Date
--------- ----- ----
/s/ Christopher Larkby Director November 30, 2000
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