AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 4, 2000
Registration No. 333-____
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
Mobile Design Concepts, Inc.
(Exact name of small business issuer as specified in its charter)
Nevada 1531 87-0650219
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Classification Identification
incorporation or Code Number) Number)
organization)
6500 South 400 West, Suite C
Salt Lake City, Utah 84107
(801) 266-2420
(Address and telephone number of Registrant's principal executive offices)
Same as Above
(Address of principal place of business or intended principal place of business)
Steven N. Bednarik
6500 South 400 West, Suite C
Salt Lake City, Utah 84107
(801) 266-2420
(Name, address and telephone number of agent for service)
copies to:
Mark N. Schneider, Esq.
Mark N. Schneider, A Professional Corporation
265 East 100 South, Suite 250
Salt Lake City, Utah 84111
Telephone: (801) 359-1984, ext. 7
Fax: (801) 359-1988
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this registration statement.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering: / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of each Dollar Proposed Proposed
class of amount maximum maximum Amount of
securities to be offering price aggregate registration
registered registered per unit(1) offering price(1) fee
------------- ---------- -------------- ----------------- ------------
<S> <C> <C> <C> <C>
Common Stock $125,000 $0.25 $125,000 $33.00
<FN>
(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(o) under the Securities Act of 1933.
</TABLE>
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
Subject To Completion, Dated August 4, 2000
The information contained in this prospectus is not complete and may be changed.
We may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these
securities in any jurisdiction where the offer or sale is not permitted.
500,000 Shares
Mobile Design Concepts, Inc.
Common Stock
$0.25 Per Share
This is an initial public offering of shares of common stock of Mobile Design
Concepts, Inc. We are offering up to 500,000 shares of our common stock in this
offering. The stock is being offered on a "best efforts" basis with no
requirement that any minimum number of shares be sold. The offering will
continue until the earlier of the date all offered shares are sold or six months
from the date of this prospectus. The funds received from the sale of stock in
this offering will not be placed in escrow and will immediately be available to
us for use in our business in the manner described in "Use of Proceeds." No
broker-dealer is participating in this offering and no sales commissions will be
paid to any person in connection with this offering.
There is currently no trading market for our common stock and there can be no
assurance that any trading market will develop in the future.
An investment in our stock is extremely speculative and involves several
significant risks. You are cautioned not to invest unless you can afford the
loss of your entire investment. We urge you to read the "Risk Factors" section
of this prospectus beginning on page 3, and the rest of this prospectus, before
making an investment decision.
<TABLE>
<CAPTION>
Per Share Total
--------- --------
<S> <C> <C>
Public offering price $0.25 $125,000
Commissions $ 0 $ 0
Proceeds to Mobile Design, before expenses $0.25 $125,000
</TABLE>
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 a
criminal offense.
The date of this prospectus is August __, 2000.
<PAGE>
<TABLE>
<CAPTION>
Table of Contents
Page
----
<S> <C>
Prospectus Summary . . . . . . . . . . . . . . 2
Risk Factors . . . . . . . . . . . . . . . . . 3
Forward-Looking Statements . . . . . . . . . . 5
Market for Common Stock and Dividend Policy. . 5
Use of Proceeds. . . . . . . . . . . . . . . . 5
Dilution . . . . . . . . . . . . . . . . . . . 6
Plan of Operation. . . . . . . . . . . . . . . 6
Business . . . . . . . . . . . . . . . . . . . 7
Management . . . . . . . . . . . . . . . . . . 9
Executive Compensation . . . . . . . . . . . . 9
Certain Relationships and Related Transactions 10
Principal Shareholders . . . . . . . . . . . . 11
Description of Capital Stock . . . . . . . . . 11
Plan of Distribution . . . . . . . . . . . . . 12
Where You Can Find Additional Information. . . 12
Legal Matters. . . . . . . . . . . . . . . . . 13
Experts. . . . . . . . . . . . . . . . . . . . 13
Financial Statements . . . . . . . . . . . . . F-1
</TABLE>
<PAGE>
Prospectus Summary
This prospectus summary contains an overview of the information from this
prospectus, but may not contain all of the information that is important to you.
This prospectus includes specific terms of the offering of our common stock and
summary information about our business and financial data. We encourage you to
read this prospectus, including the "Risk Factors" section beginning on page 3,
in its entirety before making an investment decision.
Mobile Design Concepts, Inc.
We are a start-up company that plans to design and manufacture mobile kiosks for
use primarily as drive-through coffee and espresso units. Our prototype kiosk
is a simple structure approximately 120 square feet in size with one door, a
drive through window, stucco exterior and a pitched roof. Our kiosks will be
self-contained and will be movable from one location to another. Our kiosks
will contain all necessary plumbing and electrical equipment and will have
external hook-ups for connection to water and electrical sources at the site.
We have completed the design of our prototype kiosk but have not yet constructed
one. We intend to sell or lease our kiosks to third parties who are engaged or
plan to engage in the drive-through sale of coffee, juice and other beverages.
We have a relationship with Meridian Coffee Company, an affiliate of our
president, which is a coffee wholesaler providing coffee and beverage products
to retail coffee outlets in the Salt Lake City Metropolitan Area. We believe
Meridian will introduce us to certain of its customers who may be interested in
expanding their businesses by establishing new or additional drive-through
coffee outlets. We believe the addition of new locations will benefit Meridian
because it will most likely provide coffee and coffee products for the new
locations of its existing customers and it will benefit us because we will
generate revenue from the sale or lease of the kiosks.
Our Address
Our offices are located at 6500 South 400 West, Suite C, Salt Lake City, Utah
84107, and our telephone number is (801) 266-2420. Our offices are located in
space we share with Meridian Coffee Company, an affiliate of our president.
<PAGE>
The Offering
Common stock offered 500,000 shares
Common stock to be outstanding after the offering 5,000,000 shares
Use of Proceeds To repay short-term debt,
if any, construct mobile
beverage kiosks for sale
or lease to third
parties, and for general
corporate purposes.
See "Use of Proceeds."
Plan of Distribution The shares will be
offered by us on a "best
efforts" basis for up to
six months from the date
of this prospectus.
There will be no
requirement for the sale
of a minimum number of
shares and any proceeds
received from the sale
of shares will be
immediately available
to us for use in our
business. No broker-
dealer will participate
in the offering and no
sales commissions will be
paid in connection with
the offering. See "Plan
of Distribution."
Dilution The purchase of our
shares will result in
substantial and
immediate dilution to the
purchasers in the
offering in the amount of
approximately $0.226 per
share or 90.4% of the
offering price.
See "Dilution."
Risk Factors
An investment in our common stock is extremely speculative and involves
significant risks. You are cautioned not to purchase our stock unless you can
afford to lose your entire investment. You should carefully consider the
following risk factors before you decide to buy our common stock. You should
also carefully read and consider all the information we have included in this
prospectus before you decide to buy our common stock.
We have a limited operating history and it is difficult to evaluate our
business.
We were only recently incorporated in March 2000, have not commenced our
planned operations and have not produced any earnings. We face all the risks
inherent in a new business and there can be no assurance we will be successful
and/or profitable. Our lack of an operating history makes it difficult to
evaluate the risks and uncertainties that we face. Our failure to address these
risks and uncertainties could cause our business results to suffer and result in
the loss of all or part of your investment.
We depend on our president and the loss of his services would have an adverse
effect on our business.
We are dependent on our president and sole employee to operate our company
and the loss of this person would have an adverse impact on our operations until
such time as he could be replaced. We do not have an employment agreement with
our president and we do not carry key man life insurance on his life. See
"Management."
<PAGE>
We arbitrarily established our offering price for the shares.
We arbitrarily established the offering price of our Shares in order for us
to raise a gross amount of approximately $125,000 in this offering. The offering
price bears no relationship to our assets, earnings, book value, or other
criteria of value. There can be no assurance that the offering price represents
the fair market value of the shares, or that you will be able to sell the shares
in the future at a price that is at or above the offering price or that you will
be able to sell the shares at all.
There is currently no market for our common stock and there is no assurance that
any market will develop in the future, which means a purchaser in the offering
may not be able to resell the stock in the future.
There is currently no trading market for the Company's common stock and no
assurances can be given that any trading market will develop in the future. The
purchase of our common stock must be considered an "illiquid" investment and a
purchaser may not be able to resell the stock in the future. See "Market for
Common Stock and Dividend Policy."
Our stock will be subject to special sales practice requirements that could have
an adverse impact on any trading market that may develop for our stock.
Our stock will be subject to special sales practice requirements applicable
to "designated securities" and "penny stocks" which are imposed on
broker-dealers who sell low-priced securities of this type. These rules may be
anticipated to affect the ability of broker-dealers to sell our stock, which may
in turn be anticipated to have an adverse impact on the market price for our
stock if and when a trading market should develop.
Concentration of ownership will limit your ability to influence corporate
matters.
Immediately following this offering, our three current shareholders,
including our president, will beneficially own 90% of our outstanding common
stock. These stockholders will able to determine the outcome of actions taken by
us that require stockholder approval. For example, these stockholders could
elect all of our directors and control the policies and practices of the
company. See "Principal Shareholders."
Immediately following the offering, the net tangible book value per share of our
common stock will be substantially less than the offering price.
Investors purchasing shares in this offering will incur immediate,
substantial dilution of approximately $0.226 per share, or 90.4%, in the net
tangible book value per share of our stock purchased in the offering. See
"Dilution."
The current shareholders will be able to sell their shares under Rule 144 in the
future, which may have an adverse impact on any trading market that may develop
for our common stock.
We previously issued 4,500,000 shares of our stock to three people in
connection with our organization in March 2000. None of such shares has been
registered under the Securities Act of 1933, however, once those shares have
been held for in excess of one year, they may be available for resale from time
to time by means of ordinary brokerage transactions in the open market pursuant
to Rule 144 under the Securities Act of 1933, subject to the requirements and
limitations imposed by Rule 144. The possibility of such resales under Rule 144
may have a depressive effect on the market price for our stock in any market
that may develop in the future. See "Principal Shareholders" and "Future
Resales of Securities."
<PAGE>
Forward-Looking Statements
This prospectus contains statements about the future, sometimes referred to as
"forward-looking" statements. Forward-looking statements are typically
identified by the use of the words "believe," "may," "will," "should," "expect,"
"anticipate," "estimate," "project," "propose," "plan," "intend" and similar
words and expressions. Statements that describe our future strategic plans,
goals or objectives are also forward-looking statements. Any forward-looking
statements, including those regarding our or our management's current beliefs,
expectations, anticipations, estimations, projections, proposals, plans or
intentions, are not guarantees of future performance or results or events and
involve risks and uncertainties, such as those discussed below.
The forward-looking statements are based on present circumstances and on our
predictions respecting events that have not occurred, that may not occur or that
may occur with different consequences and timing than those now assumed or
anticipated. Actual events or results may differ materially from those
discussed in the forward-looking statements as a result of various factors,
including the risk factors discussed above. These cautionary statements are
intended to be applicable to all related forward-looking statements wherever
they appear in this prospectus. Any forward-looking statements are made only as
of the date of this prospectus and we assume no obligation to update
forward-looking statements to reflect subsequent events or circumstances. We
intend any forward-looking statements to be covered by the safe harbor
provisions contained in Section 27A of the Securities Act and Section 21E of the
Exchange Act.
Market for Common Stock and Dividend Policy
There is no trading market for our common stock and no assurances can be given
that any trading market will develop in the future. We arbitrarily established
the offering price of our Shares in order for us to raise a gross amount of
approximately $125,000 in this offering. The offering price bears no
relationship to our assets, earnings, book value, or other criteria of value.
There can be no assurance that the offering price represents the fair market
value of the shares, or that you will be able to sell the shares in the future
at a price that is at or above the offering price or that you will be able to
sell the shares at all.
As of the date of this prospectus, we have three shareholders of record. We
have never paid cash dividends on our common stock and do not anticipate that we
will pay dividends in the foreseeable future.
Use Of Proceeds
We estimate that the net proceeds to us from the sale of all 500,000 shares of
common stock in this offering will be approximately $110,000 after deducting
estimated offering expenses of $15,000. The offering proceeds will be reduced
to the extent less than all offered shares are sold.
Assuming we sell all offered shares, we will use the net proceeds of this
offering to pay off any short term debt incurred under the line of credit with
our bank, construct our initial prototype mobile beverage kiosk, construct up to
approximately three additional mobile beverage kiosks, and for general corporate
purposes. If we sell less than all offered shares, we will construct our
initial prototype kiosk and construct as many additional kiosks as our funds
permit while retaining adequate working capital to cover our estimated costs of
operations for at least the next twelve months.
Until such time as the net offering proceeds are spent in the manner described
above, they will be invested in short-term investment grade, interest-bearing
securities or guaranteed obligations of the U.S. government.
Dilution
Our net tangible book value on April 30, 2000 was $8,423 or approximately $0.002
per share. "Net tangible book value" is our total assets minus the sum of our
liabilities and intangible assets. "Net tangible book value per share" is net
tangible book value divided by the total number of shares outstanding before the
offering.
<PAGE>
After giving effect to the sale of all 500,000 shares in this offering at an
offering price of $0.25 per share and the receipt of net proceeds in the assumed
amount of $110,000, our pro forma net tangible book value on April 30, 2000,
would have been $118,423, or $0.024 per share.
The following table illustrates the pro forma increase in net tangible book
value of $0.022 per share and the dilution (the difference between the offering
price per share and net tangible book value per share) to new investors:
<TABLE>
<CAPTION>
<S> <C> <C>
Public offering price per share $ 0.25
Net tangible book value per share as of April 30, 2000. . . . . . $0.002
Increase in net tangible book value per share attributable to the
offering . . . . . . . . . . . . . . . . . . . . . . . . . . . $0.022
------
Pro forma net tangible book value per share as of April 30,
2000, after giving effect to the offering $0.024
Dilution per share to new investors in the offering $0.226
======
</TABLE>
The following table shows the difference between existing stockholders and new
investors with respect to the number of shares purchased, the total
consideration paid and the average price paid per share.
<TABLE>
<CAPTION>
Shares Purchased Total Consideration
-------------------- -------------------
Number Percent Amount Percent Average Price
Per Share
--------- ------- ------ ------- -------------
<S> <C> <C> <C> <C> <C>
Existing stockholders 4,500,000 90% $ 9,000 6.7% $0.002
New investors . . . . 500,000 10% $125,000 93.3% $0.250
Total . . . . . . . . 5,000,000 100% $134,000 100.0% $0.027
</TABLE>
Plan of Operation
You should read the following discussion in conjunction with our financial
statements, which are included elsewhere in this prospectus. The following
information contains forward-looking statements. See "Forward Looking
Statements" and "Risk Factors."
Our plan of operation is to use our existing capital together with the proceeds
from this offering to complete construction of our prototype kiosk and to
construct up to three additional kiosks for sale or lease to third parties. As
of April 30, 2000, we had cash and cash equivalents of approximately $8,500 and
no significant liabilities. Since that date we have put in place a $50,000 line
of credit from a commercial financial institution that has been personally
guaranteed by our president. We plan to draw on the letter of credit as
necessary to cover our costs of operation pending our receipt of the net
proceeds from this offering in the approximate amount of $110,000 if all offered
shares are sold.
We estimate our general and administrative expenses during the next twelve
months to be approximately $15,000. We estimate the cost of constructing our
prototype kiosk at $20,000 to $25,000, and the cost of constructing additional
kiosks to be somewhat lower as the construction process becomes more uniform and
any design problems are resolved. If all shares in this offering are sold, we
will proceed with the construction plan outlined above, subject to indications
of interest from prospective operators. If less than all offered shares are
sold, we will reduce our construction budget as appropriate and may attempt to
finance the construction of additional kiosks using the purchase contract or
lease as security for a loan.
We anticipate that the proceeds from the offering will be sufficient to permit
the Company to implement its business plan and conduct its operations for a
period of at least twelve months.
<PAGE>
Business
General
Our company was recently incorporated under the laws of Nevada on March 10,
2000. In connection with our organization, we sold 4,500,000 shares of our
common stock to three persons, including our president, for $9,000 in cash.
We are a start-up company that plans to design and manufacture mobile kiosks for
use as drive-through beverage units. Our kiosks will be simple, prefabricated
structures designed to be moved from location to location. We have completed
the design of our initial prototype kiosk but have not yet constructed it. We
intend to sell or lease our kiosks to third parties who are engaged or plan to
engage in the drive-through sale of coffee, espresso, juice, or other beverages.
Our Mobile Beverage Kiosks
Our kiosks have been designed as simple structures approximately 120 square feet
in size with the following general characteristics and specifications.
- Stucco exterior walls for low maintenance and durability. The stucco will
be available in a variety of colors with each operator selecting the color for
its kiosk.
- Steep pitch, standing seam metal roof available in a variety of colors to
coordinate with the color of the stucco exterior. The color coating will be a
powder coat with a baked enamel finish carrying a 25-year manufacturer's
warranty. Rain gutters will run along the edge of the entire roofline.
- Gable awnings with color graphics on each side of the kiosk, with awning
lights mounted underneath to illuminate the graphics after sunset.
- Interior walls will be insulated and easily washable high-gloss FRP panels
from floor to ceiling. The floor will be of a durable industrial composite
vinyl with matching baseboards for ease in sweeping and cleaning.
- One insulated steel door and one or two sliding drive through windows with
double pane glass. Windows will be located on all sides of the kiosk to
maximize natural lighting to the interior and enable customers to watch the
preparation of their beverages.
- Stainless steel serving shelves for each drive through window
- Illuminated billboard menus for each drive-through window allowing
customers to select their beverages before arriving at the window and allowing
the operator to maximize the flow of traffic.
- One wall mounted air conditioning and heating unit near the door of each
kiosk. Each kiosk will contain floor, wall and ceiling insulation designed to
provide a stable interior temperature.
- Three-compartment stainless steel sink with faucets and smaller stainless
steel hand-washing sink.
- One built-in stainless steel zero-clearance forced-air refrigerator, with
an option of adding a second refrigerator.
- One 25-gallon hot water heater. Supply water will be stored in a
32-gallon fresh water polyethylene tank and wastewater will be held in a 38
gallon gray water polyethylene tank pending disposal.
- Fully automatic water pump and filtration systems, with enclosed insulated
water pipes.
<PAGE>
- 110/220 volt, 200-amp electric service with GFI protected outlets and
dedicated circuits for power to the computer and cash register. The units will
also be wired for telephone service with 2 jack outlets and will include wiring
for an optional security system.
- Interior storage will include lockable under counter storage cabinets and
built in modular shelving systems that can be moved and reconfigured for easy
cleaning and variable size supply placement. The kiosks will also be supplied
with overhead shelving for immediate access to rapidly moving retail product.
We will also offer to provide all beverage equipment such as espresso machines,
coffee brewers and grinders, icemakers, blenders, and storage and service
containers in accordance with the operator's specifications. Some of these
items of equipment may be purchased from Meridian Coffee, an affiliate of our
president. See "Certain Relationships and Related Transactions."
Construction of Kiosks
Each kiosk will be built to specification with the operator's input. We will
employ a third party contractor to build and deliver to our office the basic
wooden structure. Once on our premises, licensed plumbers and electricians will
perform the necessary interior plumbing and electrical work under the
supervision of our president. We will also hire independent contractors to
perform the finish work and we will install the necessary fixtures and
equipment. We believe that having the structure on-site will enable us to
oversee work being performed by third parties, provide us with maximum
flexibility in implementing any final changes the operator deems necessary, and
provide us with a model for demonstration to potential buyers. We believe there
are numerous sources of the raw materials and skilled and unskilled labor
required to construct the kiosks and that we will not be dependent on any single
supplier or group of suppliers.
Our Relationship with Meridian
We have a relationship with Meridian Coffee Company, an affiliate of our
president, which is a coffee wholesaler providing coffee and beverage products
to retail coffee outlets in the Salt Lake City Metropolitan Area. We believe
Meridian will introduce us to certain of its customers who may be interested in
expanding their businesses by establishing new or additional drive-through
coffee outlets. We believe the addition of new locations will benefit Meridian
because it will most likely provide coffee and coffee products for the new
locations of its existing customers and it will benefit us because we will
generate revenue from the sale or lease of the kiosks. We may also purchase
certain fixtures or equipment for use in our kiosks from Meridian. If we do,
the prices we pay Meridian for such items will be no less favorable to us than
the lowest prices charged by Meridian for such items to its other customers.
Competition
We will be competing with numerous general-purpose carpentry and construction
companies who have the capability to construct structures of almost any
configuration. However, we are not aware of any direct competitors in our area
who construct mobile kiosks specifically for use as drive-through beverage
units. There are other companies engaged in the construction of mobile beverage
kiosks, such as Mountain Manufacturing in Montana, but we believe the distance
over which the kiosks must be shipped may provide us with a competitive
advantage in our local market. There can be no assurance that an established
manufacturing company with superior financial resources and expertise to those
of our company will not enter the market and begin competing with us directly.
<PAGE>
Employees and Consultants
We have only one employee, our president, and we are dependent on his continued
service to implement our business plan. The loss of our president would have a
material adverse impact on our business and there is no assurance that we could
locate a qualified replacement. We have not entered into an employment
agreement with our president and we do not carry "key man" life insurance on the
life of our president.
Offices and Facilities
Our offices are located at 6500 S. 400 W, Suite C, Salt Lake City, Utah 84107,
in space we share with Meridian Coffee Company, an affiliate of our president.
The space consists of 1,000 square feet of space, of which approximately 500
square feet are office space and 500 square feet are warehouse and storage
space. From the formation of our company until July 31, 2000, we used this
space free of charge. Commencing August 1, 2000, we began subletting an
undivided share of the office space from Meridian under a month-to-month
arrangement for a monthly rental of $100 plus our share of expenses incurred for
paper, copies, long distance telephone charges and similar items.
Legal Proceedings
We are not a party to any material legal proceedings, and to our knowledge, no
such legal proceedings have been threatened against us.
Management
As indicated in the following table, Nikk Bednarik (full name Steven N.
Bednarik), holds the offices of president, secretary, and treasurer and is the
only member of our board of directors. The term of office for each officer
position is for one year or until his or her successor is duly elected and
qualified by the board of directors. The term of office for a director is for
one year or until his or her successor is duly elected and qualified by the
shareholders.
<TABLE>
<CAPTION>
Term of
Name Age Office Positions Held
------------- --- ------ ---------------------------------------------
<S> <C> <C> <C>
Nikk Bednarik 31 2001 President, Secretary, Treasurer, and Director
</TABLE>
Certain biographical information with respect to Mr. Bednarik is set forth
below.
Nikk Bednarik, age 31, has been a director and the president and chief executive
officer of Meridian Coffee Company since he co-founded the company in 1992.
Meridian Coffee is a coffee wholesaler that provides an assortment of roasted
coffees and coffee beans, tea and other beverage products to retail coffee
outlets and other businesses and organizations in the Salt Lake City, Utah
Metropolitan Area. Mr. Bednarik's full name is Steven N. Bednarik.
Executive Compensation
Historical Compensation
We have not paid any compensation to Mr. Bednarik, our sole officer, director
and employee, since the date of our incorporation in March 2000. We have not
granted Mr. Bednarik any stock options, stock awards or other forms of equity
compensation. We do not provide Mr. Bednarik with medical insurance or other
similar employee benefits.
<PAGE>
Future Compensation
We will not compensate Mr. Bednarik for his efforts in designing and
constructing our prototype mobile beverage kiosk. However, we will compensate
him for his efforts in constructing future kiosks as follows: (i) we will pay
him for actual work performed by him in connection with the kiosk construction
at rates comparable to those we would pay an unrelated third party performing
the same services for us; and (ii) we will pay him a commission equal to 10% of
the sales price of any kiosks we sell and 10% of the effective sales price of
any kiosks we lease, with commissions on leased kiosks being paid over the term
of the particular lease. We will also reimburse Mr. Bednarik for reasonable
costs and expenses incurred by him in connection with our business. We may pay
additional compensation to Mr. Bednarik in the future if justified based on the
growth of our business and the time Mr. Bednarik is required to devote to our
business.
We have not entered into an employment agreement with Mr. Bednarik.
Certain Relationships and Related Transactions
Unless otherwise indicated, the terms of the following transactions between
related parties were not determined as a result of arm's length negotiations.
Sale of Stock at Organization
In April, 2000, in connection with our organization, we sold 4,500,000 shares of
common stock to the three people, including our president, for $9,000 in cash.
See "Principal Shareholders."
Shared Office Space with Meridian Coffee
Our offices are located in space we share with Meridian Coffee Company, an
affiliate of our president. Commencing August 1, 2000, we agreed to sublet an
undivided share of the office space from Meridian under a month-to-month
arrangement for a monthly rental of $100 plus our share of expenses incurred for
paper, copies, long distance telephone charges and similar items.
Relationship with Meridian
We have a relationship with Meridian Coffee Company, an affiliate of our
president, which is a coffee wholesaler providing coffee and beverage products
to retail coffee outlets in the Salt Lake City Metropolitan Area. We may
purchase espresso, coffee or other equipment for use in our kiosks from
Meridian. If we do, the prices we pay Meridian for such items will be no less
favorable to us than the lowest prices charged by Meridian for such items to its
other customers.
Indemnification
Our articles of incorporation provide that our directors shall have no personal
liability to our company or our shareholders for damages for breaches of their
fiduciary duties as directors or officers, except for acts or omissions which
involve intentional misconduct, fraud or a knowing violation of law, or the
payment of certain unlawful distributions. In addition, Section 78.037 of the
Nevada corporation law, Article VIII of our articles of incorporation, and
Article VIII of our bylaws provide for indemnification of our directors and
officers in a variety of circumstances, which may include liabilities under the
Securities Act of 1933, as amended. Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to directors,
officers, and controlling persons pursuant to the foregoing provisions, we have
been informed that in the opinion of the Securities and Exchange Commission such
indemnification is contrary to public policy as expressed in the Securities Act
and, therefore, is unenforceable.
<PAGE>
Principal Stockholders
The following table sets forth as of the date of this prospectus the name,
address and share holdings of each person who owns of record, or was known by us
to own beneficially, 5% or more of our outstanding common stock, and the share
holdings of Nikk Bednarik, our sole director and officer.
<TABLE>
<CAPTION>
Percentage of
Title of Class Beneficial Owner(1) Amount Ownership
---------------------- ----------------------------- ---------- -------------
<S> <C> <C> <C>
Principal Shareholders
Common Stock Steven K. Bednarik(2) 750,000 16.7%
215 South State Street, #750
Salt Lake City, UT 84111
Common Stock Lynn Dixon 1,250,000 27.8%
311 S. State Street
Salt Lake City, UT 84111
Officers and Directors
Common Stock Nikk Bednarik(2) 2,500,000 55.6%
Common Stock All Executive Officers
and Directors as a
Group (1 person) 2,500,000 55.6%
---------
<FN>
(1) Except as otherwise noted, shares are owned beneficially and of record,
and such record stockholder has sole voting, investment, and dispositive
power.
(2) Steven K. Bednarik is the father of Nikk Bednarik (full name Steven N.
Bednarik).
</TABLE>
Description of Capital Stock
We are authorized to issue 50,000,000 shares of common stock, $0.001 par value,
and 5,000,000 shares of preferred stock, $0.001 par value. The following
summary description is qualified by reference to the detailed provisions of our
articles of incorporation and bylaws, copies of which have been filed as
exhibits to the registration statement in which this prospectus is included.
Common Stock
As of the date of this prospectus, we have 4,500,000 shares of common stock
issued and outstanding. The holders of common stock are entitled to one vote
per share on each matter submitted to a vote at any meeting of stockholders.
Holders of common stock do not have cumulative voting rights, and therefore, a
majority of the outstanding shares voting at a meeting of stockholders is able
to elect the entire board of directors, and if they do so, minority stockholders
would not be able to elect any members to the board of directors. Our bylaws
provide that a majority of our issued and outstanding shares constitutes a
quorum for stockholders' meetings.
Our stockholders have no preemptive rights to acquire additional shares of
common stock or other securities. Our common stock is not subject to redemption
and carries no subscription or conversion rights. In the event of liquidation
of our company, the shares of our common stock are entitled to share equally in
corporate assets after satisfaction of all liabilities and the payment of any
liquidation preferences.
<PAGE>
The holders of our common stock are entitled to receive such dividends as the
board of directors may from time to time declare out of funds legally available
for the payment of dividends. We have not paid any dividends in the past and do
not anticipate that we will pay dividends on our common stock in the foreseeable
future. In certain cases, common stockholders may not receive dividends, if and
when declared by the board of directors, until we have satisfied our obligations
to any preferred stockholders.
The board of directors has authority to authorize the offer and sale of
additional securities without the vote of or notice to existing stockholders,
and it is likely that additional securities will be issued to provide future
financing. The issuance of additional securities could dilute the percentage
interest and per share book value of existing stockholders, including persons
purchasing common stock in this offering.
Preferred Stock
Under our articles of incorporation, our board of directors is authorized,
without shareholder action, to issue preferred stock in one or more series and
to fix the number of shares and rights, preferences and limitations of each
series. Among the specific matters that may be determined by the board of
directors are the dividend rate, the redemption price, if any, conversion
rights, if any, the amount payable in the event of any voluntary liquidation or
dissolution of our company and voting rights, if any.
Future Sales of Securities
We previously issued 4,500,000 shares of our stock to three people in connection
with our organization in March 2000. None of such shares has been registered
under the Securities Act of 1933, however, once those shares have been held for
in excess of one year, they may be available for resale from time to time by
means of ordinary brokerage transactions in the open market pursuant to Rule 144
under the Securities Act of 1933, subject to the requirements and limitations
imposed by Rule 144. The possibility of such resales under Rule 144 may have a
depressive effect on the market price for our stock in any market that may
develop in the future. See "Principal Shareholders."
Plan of Distribution
We are offering up to 500,000 shares of our common stock in this offering. The
stock is being offered on a "best efforts" basis with no requirement that any
minimum number of shares be sold. The offering will continue until the earlier
of the date all offered shares are sold or six months from the date of this
prospectus. The funds received from the sale of stock in this offering will not
be placed in escrow and will immediately be available to us for use in our
business in the manner described in "Use of Proceeds." No broker-dealer is
participating in this offering and no sales commissions will be paid to any
person in connection with this offering.
There is currently no trading market for our common stock and there can be no
assurance that any trading market will develop in the future.
Where You Can Find Additional Information
We have filed with the Securities and Exchange Commission a registration
statement on Form SB-2 under the Securities Act for the common stock sold in
this offering. This prospectus does not contain all of the information set forth
in the registration statement and the accompanying exhibits and schedules. For
further information about our common stock and us, we refer you to the
registration statement and the accompanying exhibits and schedules. Statements
contained in this prospectus regarding the contents of any document to which we
refer are not necessarily complete. In each instance, reference is made to the
copy of the document filed as an exhibit to the registration statement, and each
statement is qualified in all respects by that reference. Copies of the
registration statement and the accompanying exhibits and schedules may be
inspected without charge at the public reference facilities maintained by the
Securities and Exchange Commission at room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the regional offices of the Securities and
Exchange Commission located at Seven World Trade Center, Suite 1300, New York,
New York 10048 and Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of these materials may be obtained at prescribed
rates from the Public Reference Room of the Securities and Exchange Commission,
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain
information on the operation of the Public Reference Room by calling the
Securities and Exchange Commission at 1-800-SEC-0330. The Securities and
Exchange Commission maintains a Web site that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Securities and Exchange Commission. The address of the
site is http://www.sec.gov.
<PAGE>
Commencing with the date of this prospectus, we will file periodic reports with
the Commission pursuant to sections 13 and 15(d) of the Securities Exchange Act
of 1934, including reports on Forms 10-QSB, 10-KSB and 8-K. These reports may
be examined and copies of them may be obtained at the public reference
facilities of the Securities and Exchange Commission at the locations described
above. These reports may also be accessed from the Commission's Web site at
http://www.sec.gov. Copies of the periodic reports we file with the Commission
will be provided to our shareholders without charge upon request to: Nikk
Bednarik, President, Mobile Design Concepts, Inc., 6500 South 400 West, Suite C,
Salt Lake City, Utah 84107.
Legal Matters
Certain legal matters with regard to the validity under the Nevada Revised
Statutes of the common stock to be sold in this offering has been passed upon
for the company by Mark N. Schneider, A Professional Corporation.
Experts
The financial statements included in this prospectus have been audited by
Pritchett, Siler & Hardy, independent certified public accountants, to the
extent and for the periods set forth in their report included in this
prospectus, and are included herein in reliance upon such report given upon the
authority of said firm as experts in auditing and accounting.
<PAGE>
MOBILE DESIGN CONCEPTS, INC.
[A Development Stage Company]
FINANCIAL STATEMENTS
APRIL 30, 2000
<PAGE>
MOBILE DESIGN CONCEPTS, INC.
[A Development Stage Company]
CONTENTS
PAGE
Independent Auditors' Report F-1
Balance Sheet, April 30, 2000 F-2
Statement of Operations, for the period from
inception on March 10, 2000 through
April 30, 2000 F-3
Statement of Stockholders' Equity, from
inception on March 10, 2000 through
April 30, 2000 F-4
Statement of Cash Flows, for the period from
inception March 10, 2000 through
April 30, 2000 F-5
Notes to Financial Statements F-6/8
<PAGE>
INDEPENDENT AUDITORS' REPORT
Board of Directors
MOBILE DESIGN CONCEPTS, INC.
Salt Lake City, Utah
We have audited the accompanying balance sheet of Mobile Design
Concepts, Inc. [a development stage company] at April 30, 2000
and the related statement of operations, stockholders' equity and
cash flows for the period from inception on March 10, 2000
through 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 audits 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 audited by us present
fairly, in all material respects, the financial position of
Mobile Design Concepts, Inc. [a development stage company] as of
April 30, 2000 and the results of its operations and its cash
flows for the period from inception on March 10, 2000 through
April 30, 2000 in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming
that Mobile Design Concepts, Inc. will continue as a going
concern. As discussed in Note 5 to the financial statements,
Mobile Design Concepts, Inc. was only recently formed and has not
yet been successful in establishing profitable operations,
raising substantial doubt about its ability to continue as a
going concern. Management's plans in regards to these matters
are also described in Note 5. The financial statements do not
include any adjustments that might result from the outcome of
these uncertainties.
/s/ PRITCHET, SILER & HARDY, P.C.
PRITCHETT, SILER & HARDY, P.C.
May 30, 2000
Salt Lake City, Utah
<PAGE>
MOBILE DESIGN CONCEPTS, INC.
[A Development Stage Company]
BALANCE SHEET
ASSETS
April 30,
2000
___________
CURRENT ASSETS:
Cash in bank $ 8,468
___________
Total Current Assets 8,468
___________
$ 8,468
____________
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable - related party $ 45
___________
Total Current Liabilities 45
___________
STOCKHOLDERS' EQUITY:
Preferred stock, $.001 par value,
1,000,000 shares authorized,
no shares issued and outstanding -
Common stock, $.001 par value,
50,000,000 shares authorized,
4,500,000 shares issued and
outstanding 4,500
Capital in excess of par value 4,500
Deficit accumulated during the
development stage (577)
___________
Total Stockholders' Equity 8,423
____________
$ 8,468
____________
The accompanying notes are an integral part of this financial statement.
<PAGE>
MOBILE DESIGN CONCEPTS, INC.
[A Development Stage Company]
STATEMENT OF OPERATIONS
From Inception
on March 10,
2000 Through
April 30,
2000
__________
REVENUE $ -
EXPENSES:
General and Administrative 577
__________
LOSS BEFORE INCOME TAXES (577)
CURRENT TAX EXPENSE -
DEFERRED TAX EXPENSE -
__________
NET LOSS $ (577)
___________
LOSS PER COMMON SHARE $ (.00)
___________
The accompanying notes are an integral part of this financial statement.
<PAGE>
MOBILE DESIGN CONCEPTS, INC.
[A Development Stage Company]
STATEMENT OF STOCKHOLDERS' EQUITY
FROM THE DATE OF INCEPTION ON MARCH 10, 2000
THROUGH APRIL 30, 2000
Deficit
Accumulated
Preferred Stock Common Stock Capital in During the
________________ _________________ Excess of Development
Shares Amount Shares Amount Par Value Stage
________ _______ _________ ________ _________ ____________
BALANCE,
March 10, 2000 - $ - - $ - $ - $ -
Issuance of
4,500,000
shares common
stock for
cash at $.002
per share,
April 4, 2000 - - 4,500,000 4,500 4,500 -
Net loss for the
period ended
April 30, 2000 - - - - - (577)
________ _______ _________ ________ _________ ____________
BALANCE,
April 30, 2000 - $ - 4,500,000 $ 4,500 $ 4,500 $ (577)
________ _______ _________ ________ _________ ____________
The accompanying notes are an integral part of this financial statement.
<PAGE>
MOBILE DESIGN CONCEPTS, INC.
[A Development Stage Company]
STATEMENT OF CASH FLOWS
NET INCREASE IN CASH
From Inception
on March 10,
2000 Through
April 30,
2000
__________
Cash Flows Provided by Operating Activities:
Net loss $ (577)
Adjustments to reconcile net loss to
net cash used by operating activities:
Changes in assets and liabilities:
Increase in accounts payable 45
__________
Net Cash Provided by Operating Activities (532)
__________
Cash Flows Provided by Investing Activities -
__________
Net Cash Provided by Investing Activities -
__________
Cash Flows Provided by Financing Activities:
Proceeds from issuance of common stock 9,000
__________
Net Cash Provided by Financing Activities 9,000
__________
Net Increase in Cash 8,468
Cash at Beginning of Period -
__________
Cash at End of Period $ 8,468
__________
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest $ -
Income taxes $ -
Supplemental Schedule of Noncash Investing and Financing
Activities:
For the period ended April 30, 2000:
None
The accompanying notes are an integral part of this financial statement.
<PAGE>
MOBILE DESIGN CONCEPTS, INC.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - Mobile Design Concepts, Inc. (the Company) was
organized under the laws of the State of Nevada on March 10,
2000. The Company plans to design and manufacture mobile kiosks
and other structures. The Company has not yet commenced planned
principal operations and is considered a development stage
company as defined in SFAS No. 7. The Company has, at the
present time, not paid any dividends and any dividends that may
be paid in the future will depend upon the financial requirements
of the Company and other relevant factors.
Loss Per Share - The computation of loss per share is based on
the weighted average number of shares outstanding during the
period presented in accordance with Statement of Financial
Accounting Standards No. 128, "Earnings Per Share". [See Note 6]
Cash and Cash Equivalents - For purposes of the statement of cash
flows, the Company considers all highly liquid debt investments
purchased with a maturity of three months or less to be cash
equivalents.
Organization Costs - Organization costs, which reflect amounts
expended to organize the Company, amounted to $545 and were
expensed during the period ended April 30, 2000.
Accounting Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, the disclosures of
contingent assets and liabilities at the date of the financial
statements, and the reported amount of revenues and expenses
during the reported period. Actual results could differ from
those estimated.
Recently Enacted Accounting Standards - Statement of Financial
Accounting Standards (SFAS) No. 132, "Employer's Disclosure about
Pensions and Other Postretirement Benefits", SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities",
SFAS No. 134, "Accounting for Mortgage-Backed Securities.", SFAS
No. 135, "Rescission of FASB Statement No. 75 and Technical
Corrections", SFAS No. 136, "Transfers of Assets to a not for
profit organization or charitable trust that raises or holds
contributions for others", and SFAS No. 137, "Accounting for
Derivative Instruments and Hedging Activities - deferral of the
effective date of FASB statement No. 133 ( an amendment of FASB
Statement No. 133.)," were recently issued. SFAS No. 132, 133,
134, 135, 136 and 137 have no current applicability to the
Company or their effect on the financial statements would not
have been significant.
NOTE 2 - CAPITAL STOCK
Preferred Stock - The Company has authorized 1,000,000 shares of
preferred stock, $.001 par value, with such rights, preferences
and designations and to be issued in such series as determined
by the Board of Directors. No shares are issued and outstanding
at April 30, 2000.
Common Stock - During April of 2000, in connection with its
organization, the Company issued 4,500,000 shares of its
previously authorized, but unissued common stock for cash. The
shares were issued for $9,000 (or $.002 per share).
<PAGE>
MOBILE DESIGN CONCEPTS, INC.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 3 - INCOME TAXES
The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standards No. 109 "Accounting
for Income Taxes". FASB 109 requires the Company to provide a
net deferred tax asset/liability equal to the expected future tax
benefit/expense of temporary reporting differences between book
and tax accounting methods and any available operating loss or
tax credit carryforwards. The Company has available at April 30,
2000 an operating loss carryforwards of approximately $500 which
may be applied against future taxable income and which expires in
various years through 2020.
The amount of an ultimate realization of the benefits from the
operating loss carryforwards for income tax purposes is
dependent, in part, upon the tax laws in effect, the future
earnings of the Company, and other future events, the effects of
which cannot be determined. Because of the uncertainty
surrounding the realization of the loss carryforwards the Company
has established a valuation allowance equal to the amount of the
loss carryforwards and, therefore, no deferred tax asset has been
recognized for the loss carryforwards. The net deferred tax
asset is approximately $190 as of April 30, 2000, with an
offsetting valuation allowance at April 30, 2000 of the same
amount. The change in the valuation allowance for the period
ended April 30, 2000 is approximately $190.
NOTE 4 - RELATED PARTY TRANSACTIONS
Management Compensation - As of April 30, 2000, the Company has
not paid any compensation to any officer or director of the
Company.
Office Space - The Company has not had a need to rent office
space. An officer/shareholder of the Company is allowing the
Company to use his/her offices as a mailing address, as needed,
at no expense to the Company.
NOTE 5 - GOING CONCERN
The accompanying financial statements have been prepared in
conformity with generally accepted accounting principles, which
contemplate continuation of the Company as a going concern.
However, the Company was only recently formed and has not yet
been successful in establishing profitable operations. These
factors raise substantial doubt about the ability of the Company
to continue as a going concern. In this regard, management is
proposing to raise any necessary additional funds not provided by
operations through additional sales of its common stock. There
is no assurance that the Company will be successful in raising
this additional capital or achieving profitable operations. The
financial statements do not include any adjustments that might
result from the outcome of these uncertainties.
<PAGE>
MOBILE DESIGN CONCEPTS, INC.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 6 - LOSS PER SHARE
The following data shows the amounts used in computing loss per
share:
From Inception
on March 10,
2000 Through
April 30,
2000
__________
Loss from continuing operations
available to common shareholders
(numerator) $ (577)
__________
Weighted average number of
common shares outstanding used
in loss per share for the period
(denominator) 2,416,667
__________
<PAGE>
No person is authorized to give any information or to represent anything not
contained in this prospectus. You must not rely on any unauthorized information
or representations. This prospectus is an offer to sell only the shares offered
hereby, but only under circumstances and in jurisdictions where it is lawful to
do so. The information contained in this prospectus is current only as of its
date.
500,000 Shares
Mobile Design Concepts, Inc.
Common Stock
Until [90 days after the date of this prospectus], all dealers that effect
transactions in these securities, whether or not participating in this offering,
may be required to deliver a prospectus. This is in addition to the dealers'
obligation to deliver a prospectus when acting as underwriters and with respect
to their unsold allotments or subscriptions.
<PAGE>
PART II
Information Not Required in Prospectus
Item 13. Other Expenses of Issuance and Distribution
The following table sets forth the estimated expenses payable by us in
connection with the offering (excluding underwriting discounts and commissions):
<TABLE>
<CAPTION>
Nature of Expense Amount
-------------------------------------------------- -------
<S> <C>
SEC registration fees. . . . . . . . . . . . . . . $ 33
Transfer agent's and registrar's fees and expenses 1000
Accounting fees and expenses . . . . . . . . . . . 2,500
Legal fees and expenses. . . . . . . . . . . . . . 10,000
Printing and engraving expenses. . . . . . . . . . 500
Blue sky fees and expenses . . . . . . . . . . . . 500
Miscellaneous. . . . . . . . . . . . . . . . . . . 467
Total. . . . . . . . . . . . . . . . . . . . . . . $15,000
=======
</TABLE>
Item 14. Indemnification of Directors and Officers
Our articles of incorporation provide that our directors shall have no personal
liability to our company or our shareholders for damages for breaches of their
fiduciary duties as directors or officers, except for acts or omissions which
involve intentional misconduct, fraud or a knowing violation of law, or the
payment of certain unlawful distributions. In addition, Section 78.037 of the
Nevada corporation law, Article VIII of our articles of incorporation, and
Article VIII of our bylaws provide for indemnification of our directors and
officers in a variety of circumstances, which may include liabilities under the
Securities Act of 1933, as amended.
Item 15. Recent Sales of Unregistered Securities
Since its incorporation on March 10, 2000, the Registrant has issued and sold
the following unregistered securities:
In connection with its organization in April, 2000, the registrant sold
4,500,000 shares of common stock to three investors, including its president,
for $9,000 in cash. The foregoing issuances and sales of common stock were
effected in reliance upon the exemption from registration provided by Section
4(2) under the Securities Act of 1933, as amended. The registrant did not
employ any general solicitation or advertising in connection with the
transactions, each of the purchasers signed a customary investment
representation letter, and the certificates for the shares were stamped with a
customary restricted stock legend.
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits
<TABLE>
<CAPTION>
SEC
Exhibit Reference
Number Number Title of Document Location
------ --------- -------------------------------------------------------- -----------
<S> <C> <C> <C>
Item 3 Articles of Incorporation and Bylaws
------------------------------------------------------------------------------
3.01 3 Articles of Incorporation This Filing
3.02 3 Bylaws This Filing
Item 4 Instruments Defining the Rights of Security Holders
------------------------------------------------------------------------------
4.01 4 Specimen Stock Certificate This Filing
Item 5 Opinion re: Legality
------------------------------------------------------------------------------
5.01 5 Opinion and Consent of Mark N. Schneider, A Professional This Filing
Corporation
Item 23 Consents of Experts and Counsel
------------------------------------------------------------------------------
23.01 23 Consent of Pritchett, Siler & Hardy, P.C., This Filing
Independent accountants
23.02 23 Consent of Mark N. Schneider, A Professional Corporation Included in
Exhibit 5.1
Item 27 Financial Data Schedule
------------------------------------------------------------------------------
27.01 27 Financial Data Schedule This Filing
</TABLE>
Item 17. 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 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 question 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.
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and authorized this registration to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Salt Lake City, State of Utah, on August 3, 2000.
Mobile Design Concepts, Inc.
By /s/ Steven N. Bednarik
Steven N. Bednarik
President
(Principal Executive,
Accounting and Financial
Officer)
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Name Title Date
------------------ -------- ---------------
<S> <C> <C>
/s/ Steven N. Bednarik
Steven N. Bednarik Director August __, 2000
</TABLE>
