<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY ___, 2000
REGISTRATION NO. 333-______
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SciCorps, Inc.
(Exact name of registrant as specified in its charter)
Wyoming
(State of incorporation)
8731
(Primary Standard Industrial Classification Code Number)
52-2211037
(I.R.S. Employer Identification Number)
8487 Greenbelt Road, Suite 201
Greenbelt, MD 20770
301-552-1601
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Karis B. Rowley, Registered Agent
Corporate Service Center of Wyoming, Inc.
200 West 17th Street, Suite 80
Cheyenne, WY 82001
307-634-7920
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
Daniel R. Thomas
President and Chief Executive Officer
8487 Greenbelt Road, Suite 201
Greenbelt, MD 20770
301-552-1601
<PAGE>
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
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. ( )
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 earlier effective registration
statement for the same offering. ( )
If this form is a post-effective amendment filed pursuant to Rule 46(c) under
the Securities Act, check the following box and list the Securities Act
Registration of the earlier effective registration statement for the same
offering. ( )
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. ( )
CALCULATION OF REGISTRATION FEE
Common Stock, no par value
(Title of Each Class of Securities to be Registered)
500,000 shares
(Amount to be Registered)
$20 per share
(Proposed Maximum Offering Price Per Share)
(Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(o) under the Securities Act of 1933, as amended.)
$10,000,000
(Proposed Maximum Aggregate Offering Price)
$2,640
(Amount of Registration Fee)
<PAGE>
SCICORPS, INC.
Information herein is subject to completion or amendment. 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
state where the offer to sale is not permitted.
This is our Initial Public Offering (IPO), and no public market currently
exists for our shares. The offering price may not reflect the market price of
our shares after the offering.
THE OFFERING
Per Share Total
Public Offering $20 $10,000,000
Minimum Proceeds to Company - 90% $18 $9,000,000
Maximum Allowable Discounts, Fees,
Commissions - 10% $2 $1,000,000
(SciCorps, Inc. will not pay any other fees, payments, expense allowances, or
expense reimbursements)
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE SHARES ONLY
IF YOU CAN AFFORD A COMPLETE LOSS. SEE "RISK FACTORS".
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.
With funds raised in this offering, we propose to create an Internet-based
Consortium of Scientists and Inventors. We are a development stage company with
no operating history. The Initial Public Offering price of $20 per share is not
based upon earnings, net tangible book value, tangible assets, or ratings. This
is a self-underwritten best efforts offering. We intend to register and sell our
own stock. We will pay commissions to registered broker- dealers willing to sell
our stock on a best efforts basis. They are not required to sell any specific
number or dollar amount of shares but will use their best efforts to sell the
shares offered. This offering has no minimum activation threshold or fixed
termination date. The proceeds of this offering will provide immediate start-up
capital for scalable operations. There will be no escrow period for funds
raised. When we qualify, we will apply to have our
3
<PAGE>
Common Stock approved for quotation on NASDAQ under the proposed symbol "SCIC".
Delivery of certificates for the shares of Common Stock will be made against
payment at the offices of SciCorps, Inc., 8487 Greenbelt Road Suite 201,
Greenbelt, Maryland, 20770-2543 Tel: 301-552-1601, on or after August 24, 2000.
SciCorps, Inc. reserves the right to reject any order completely or partially.
The date of this Prospectus is July 24, 2000. This Prospectus becomes
effective as of the effective date of the Registration Statement by the SEC.
Only residents of those states in which the shares have been qualified for sale
under applicable securities or "Blue Sky" laws may purchase shares in this
offering. Each potential investor will be required to execute a universal order
form which, among other things, requires the potential investor to certify his
or her state of residence. A potential investor who is a resident of a state
other than a state in which the shares have been qualified for sale may request
that SciCorps, Inc. register the shares in the state in which the investor
resides. However, SciCorps, Inc. is under no obligation to do so, and it may
refuse any such request.
You should rely only on the information contained in this document or that we
have referred you to. We have not authorized anyone to provide you with
different information. The information contained in this Prospectus is correct
as of its printing. We provide no assurance as to the correctness of the
information after that date. Each person receiving this Prospectus represents
that such person is basing his or her investment decisions solely on this
Prospectus and that such person is not relying on any prior confidential
information he or she may have received.
Until TBA (for a minimum of 90 days after the date of this Prospectus), all
dealers effecting transactions in these securities, whether or not
participating in this offering, may be required to deliver a Prospectus. This
is in addition to the obligation of dealers to deliver a Prospectus when acting
as underwriters and with respect to their unsold allotments or subscriptions.
4
<PAGE>
TABLE OF CONTENTS
Page no.
Prospectus Summary 6
The Company 6
The Offering 8
RISK FACTORS 8
No Operating History/Possible Losses 8
Dilution and Capitalization 8
Balance Sheet 9
Control by Majority Shareholder 9
Management 10
General Economic Conditions, Profitability and Monetary Policy 10
Government Regulation 12
Competition and Reliance on Outside Suppliers 12
Absence of Public Market and Determination of Offering Price 12
Underwriting 13
Dividends 14
Need for Additional Capital 15
Shares Eligible for Future Sale 15
Use of Proceeds 16
Employees 18
Principal Shareholder 18
Security Ownership of Certain Beneficial Owners and Management 18
Key Personnel Remuneration 19
Employment and Management Agreements/Contracts 19
Directors, Executive Officers, Promoters and Control Persons 19
Plan of Distribution 20
Description of Capital Stock 23
Vision and Mission Statements 24
Corporate Growth Strategy 25
A Partial Listing of Proposed Profit Vectors 26
Legal Matters 31
Index to Financial Statements 31
Accounting Expert 31
Offering Expenses 32
Financial Statement 32
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS 33
5
<PAGE>
CAUTIONARY NOTICE REGARDING FORWARD LOOKING STATEMENTS
This Prospectus contains forward-looking statements which involve risks and
uncertainties. These statements relate to future events or our future financial
performance, and are identified by terminology such as "may", "will", "should",
"scheduled", "plan", "intend", "estimate", "guestimate", "potential",
"continue", "believe", "anticipate", "expect", and similar expressions. These
statements are only predictions. Actual results may differ significantly from
the results discussed in the forward-looking statements. Factors that might
cause such a difference include, but are not limited to, those discussed under
the heading "Risk Factors". Potential Investors are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date
hereof. We undertake no obligation to publicly release the results of any
revisions to these forward-looking statements that may be made to reflect events
or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more detailed
information and financial statements, including the notes thereto, appearing in
this Prospectus.
THE COMPANY
SciCorps, Inc. ("SCI" or "the Company") was incorporated on January 10, 2000 as
a "C" corporation under the laws of the state of Wyoming and is a development
stage company that has conducted no business to date. The Company's temporary
executive and administrative offices are located at 8487 Greenbelt Road, Suite
201, Greenbelt, Maryland 20770 and its telephone number is (301) 552-1601. The
person to contact at the Company with respect to this offering is Dr. Daniel R.
Thomas, the Company's President. The Company rents its temporary 1200 square
foot facility pursuant to an informal, verbal, month-to-month rental agreement.
The Company intends to move to a more suitable facility upon successful
completion of this offering.
The Company proposes to establish itself as an Internet-based Global Consortium
of Scientists, Inventors, and Researchers. The Company plans to research,
develop, and market a broad range of technologies and inventions on behalf of
the scientists, inventors, and researchers that will form the Consortium. The
Company's Corporate Operations Center will be located in the Washington, D.C.
metropolitan area. The Company will establish satellite centers in major
metropolitan areas. The Company will aggressively represent the best interests
6
<PAGE>
of the Consortium. The Company will attempt to commercially develop various
futuristic services and products that are structured and designed in such a
manner as to optimally and profitably penetrate selected markets. These niche
markets include individual consumers, professionals, institutions, governments,
and both large and small corporate clients.
The Company intends to project the image of scientific innovation, emphasizing
singular research, personal service, flexibility, and responsiveness to the
needs of client-customers. The Company intends to offer many specialized
services and products that are not widely available in the global marketplace.
SciCorps, Inc. will make every attempt to offer "tomorrow's technology, today".
Around the clock, non-stop operations will allow SCI to nurture and incubate
profit vectors (used herein to mean any vehicle through or by which profit is
transmitted from one entity to another) without loss of temporal continuity in
the global market place. This paradigm radically increases the pace of profit
vector development.
The Company will make use of technology hedging and probabilistic decision
making when electing development pathways. The Company intends to capitalize on
the highly fragmented nature of scientific research and development through
rapid consolidation and assimilation of break-through technologies. In response
to the opportunities existing within the scientific disciplines, SCI will adopt
a strategy of consistently offering a large breadth and depth of products and
services at competitive prices. The ability to develop and deliver consistent
quality in the market place, once established, will lead to effectiveness in
securing a niche in a highly competitive market environment. As the Company
gains market share and increases its economies of scale, it will be able to
develop and deliver high-cost technologies at affordable prices.
SCI's entrepreneurial philosophy dictates that it seek out strategic alliances
and correspondent relationships with other organizations in order to optimize
realization of corporate objectives. SCI fully intends to establish itself as a
pacesetter in the scientific community by assuming leadership roles in regional,
national, and international scientific fora. SCI expects to commence operations
in the late summer of 2000, however no assurance can be given as to the exact
date operations will begin. This is dependent upon a number of variables, that
include but are not limited to the timely and successful completion of this
Initial Public Offering, regulatory approvals, site location and construction,
and the hiring of personnel. SCI's primary URLs are www.scicorps.com,
www.scicorps.net, and www.scicorps.org.
7
<PAGE>
THE OFFERING
Common Stock offered hereby .................................... 500,000 shares
Common Stock to be outstanding after offering .............. 750,500,000 shares
Common Stock par value ................................................... None
Use of Proceeds ...................To capitalize the start-up of SciCorps, Inc.
RISK FACTORS
Investment in the Common Stock is speculative and should only be considered by
persons who have sufficient knowledge and experience in financial and business
matters to evaluate the merits and risks of the investment and who are not
seeking a current cash return on their investment. Money invested in the
purchase of the Common Stock, unlike money deposited with a bank, is not insured
by the FDIC, and will not earn interest. In considering an investment in the
Common Stock, prospective investors should carefully consider the following
factors among others described in this Prospectus.
NO OPERATING HISTORY/POSSIBLE LOSSES: SciCorps, Inc. has no operating history
and may incur losses during its initial years of operation. Investors must be
prepared to assume the risks and uncertainty inherent in a development stage
company. We cannot guarantee the success of the Company or a return on
investment for the purchasers of the Common Stock. We do not have information
from which we can make reliable estimates of future revenues, expenses, or
profits.
DILUTION AND CAPITALIZATION: Purchasers of the Common Stock will sustain an
immediate and substantial dilution in the value of their investment. This is
because the holder of 99.9% of the Common Stock outstanding has not made any
capital contribution to the Company. The net tangible book value per share of
the Common Stock is $0.00. Net tangible book value per share represents the
amount of total tangible assets of the Company less total liabilities, divided
by the number of shares of Common Stock outstanding. The shareholders
outstanding before this offering will have an immediate increase in the net book
value of their shares because of the capital contributions made by the new
investors. Upon the successful sale of the 500,000 shares of Common Stock in
this offering and the application of the estimated net proceeds therefrom, the
net tangible book value of the Company will be $0.01 per share. This represents
an immediate increase in the net tangible book value of $0.01 per share of
Common Stock to the existing shareholders and an immediate dilution in net
tangible book value of $19.99 per share of Common Stock to new investors. The
following table illustrates this dilution on a per share basis:
8
<PAGE>
DILUTION PER SHARE FOR NEW INVESTORS
Assumed price to public per share: $20.00
Net tangible book value per share before offering: $ 0.00
Increase per share attributable to new investors: $ 0.01
Net tangible book value per share after offering: $ 0.01
Dilution to new investors per share: $19.99
The following table shows the number of shares of Common Stock issued by the
Company and the Total Effective Cash Consideration and Effective Cash Price Per
Share for the shares issued before this offering and the cash price to be paid
by the new investors in this offering:
EFFECTIVE CASH PRICE PER SHARE
Principal Shareholder: 750,000,000 shares (99.93%)
Total Effective Cash Consideration: $0.00
Effective Cash Price Per Share: $0.00
New Investors: 500,000 shares (0.07%)
Total Effective Cash Consideration: $10,000,000
Effective Cash Price Per Share: $20
BALANCE SHEET
Balance Sheet (Actual Data): .............................. as of June 30, 2000
Working capital ......................................................... $0.00
Total tangible assets ................................................... $0.00
Long-term debt and capitalized leases, less current maturities........... $0.00
Shareholders' equity..................................................... $0.00
SCI's fiscal year is the calendar year.
CONTROL BY MAJORITY SHAREHOLDER: Following completion of this offering,
Dr. Daniel Thomas will own over 99.9% of the outstanding Common Stock.
Accordingly, Dr. Thomas will continue to be able to elect all of the members of
the Company's board of directors and determine the outcome of all shareholder
votes. Consequently, new shareholders will lack the ability to affect
corporate actions. See "Principal Shareholders" and "Description of Capital
Stock".
9
<PAGE>
MANAGEMENT: Daniel R. Thomas, MD, PhD, Founder of the Company, Chairman of the
Board of Directors, President and Chief Executive Officer of SciCorps, Inc. has
more than thirty years experience in the empirical sciences. Dr. Thomas is a
former child prodigy and a highly skilled researcher in multiple scientific
disciplines. He has already begun the arduous process of assembling a "dream
team" of scientists, inventors, researchers, and thinkers that will eventually
congeal into a creative collective, to be known as the "Imaginarium". The
Imaginarium (think of it as a congress of great minds or a collective cranium)
will function as the central nervous system for SciCorps' Internet-based
Consortium of Scientists and Inventors. The Imaginarium will also serve as both
advisory board and think tank for the Company.
SciCorps' success will depend upon:
* Dr. Thomas' leadership and scholarship.
* The collective genius of the Imaginarium.
* The talents and efforts of senior management recruits.
The loss of the services of Dr. Thomas could have a materially adverse effect
upon the Company's business. The Company intends to reduce the risk associated
with this possibility through contingent decentralization of corporate functions
and by securing key man life insurance on the life of Dr. Thomas for $10 million
payable to the Company. There can be no assurance, however, that the Company's
efforts will be successful. The Company's success will in part depend upon its
ability to attract and retain highly skilled managers as well as leading
researchers, scientists, and inventors. Potential investors should consider that
the experience and ability of management are often considered the most
significant factors in the success of a business. The business described in this
Prospectus is a novel and unique undertaking for the key principals.
GENERAL ECONOMIC CONDITIONS, PROFITABILITY AND MONETARY POLICY: The Company's
operating results may be adversely affected by unfavorable local, regional,
national, or international economic conditions, especially recessionary periods.
If the investing public perceives a relationship, either real or imagined,
between SCI and another company, and there is a decrease in that company's stock
value, it could cause a reflexive decrease in SCI's stock value. A general down
turn in the stock market could trigger a drop in the value of our stock as well.
The various ratings systems used within the securities industry could also
affect the value of our company's stock. SCI's profitability will also depend
upon its ability to complete the required research, development, and marketing
necessary to bring its technology into the global market place on schedule and
within budget. Failure to achieve profitability within a reasonable period as
expected by our investors may
10
<PAGE>
adversely affect the future market of our common shares. Due to our lack of
operating history, we are not able to make reliable projections as to the
number, type, and cost of personnel required to achieve profitability. Nor are
we able to make reliable projections of future operating costs in general. Many
of our products and services will rely on proprietary technology. To protect
this technology we will rely on confidentiality agreements with key employees
and third parties and on trade secrets, trademarks, copyright laws, and on our
own proprietary Close Encryption Black Box Protocol (a protocol matrix that
prevents reverse engineering by rendering compromised code unreadable and
unreconstructable). Although we will attempt to maintain confidentiality of, and
prevent improper disclosure of, our proprietary technology, we cannot assure
that we will be able to adequately protect our technology from misappropriation.
Our business could suffer if our products or services fail to perform properly.
We could also incur substantial costs because of legal claims. We intend to
carry liability insurance that may or may not cover claims against us for
financial losses, and which may prove insufficient in amount to cover large
claims.
SCI will invest all static and surplus cash to create a supplemental income
stream derived from security grade investments. Many variables in the trek from
drawing board to market place are highly sensitive to factors beyond SCI's
control, including general economic conditions, inflation, employment levels,
and the policies of various governmental and regulatory authorities, such as the
Food & Drug Administration, the Environmental Protection Agency, the Federal
Trade Commission, and the Securities & Exchange Commission. In a best case
scenario, presupposing the success of this offering, SCI could possibly show
earnings within a few years. On the other hand, our services and products may
not gain market acceptance, which could possibly lead the Company down the path
toward insolvency. Due to the very nature of "technology hedging" and "fractal
decision-making", SCI cannot accurately forecast the chronology of events
leading to its profitability. "Technology hedging" is the process of allocating
resources along multiple development pathways, in order to avoid strategic
marketing errors. "Fractal decision-making" is a mathematical paradigm
(algorithm) that allows problems to be solved with topological (infinite set)
solutions. Such solutions must have congruence of set points along the continuum
of the problem set in order to be valid. Through the use of these advanced
statistical constructs and models, SCI can achieve quantum breakthroughs in
problem solving. And although these models show tremendous promise for their
turbo-charged problem solving abilities, they are relatively useless for
performance forecasting. In other words, we are saying, SciCorps, Inc. cannot
accurately predetermine the specific course that must be followed in order to
arrive at a profitable destination. However, SCI intends to use its skills in
future-oriented fractal problem solving to navigate quickly and easily around
most obstacles in order to arrive safely at a profitable destination.
11
<PAGE>
GOVERNMENT REGULATION: Many of SCI's profit vectors are subject to governmental
regulation, e.g. SCI must secure Food & Drug Administration approval for most of
its proposed biotechnology products. Lack of FDA approval will not prevent SCI
from marketing its biotechnology products in the global marketplace. Many
foreign jurisdictions have relaxed standards of approval for biotechnology
products (and many do not), which will accelerate return on investment while
awaiting U.S. FDA approval. In as the global market is primarily outside the
jurisdiction of U.S. regulators, SCI's profitability has extrajurisdictional
potential. On the other hand, future overseas legislation could adversely affect
that potential area of profitability.
COMPETITION AND RELIANCE ON OUTSIDE SUPPLIERS: The business of science and
technology is highly competitive. The Company faces competition from numerous
sources, both large and small, both for-profit and not-for-profit. Many of our
existing industrial competitors have the advantages of an established market
presence, greater assets, resources, and experience. SCI also anticipates
competition from universities, schools, and colleges, as well as government
agencies, public and private think tanks, trade associations, and institutes,
among others. In the future, competitors not currently servicing SCI's target
markets may enter the marketplace. Some of these competitors may even attempt to
emulate SCI's business strategies. SCI cannot predict the effect of competition
on its ability to gain and maintain market acceptance and to operate profitably.
It will be the Company's policy not to manufacture or assemble any of the
products that it intends to sell. Management believes this policy will provide
the greatest flexibility in meeting customer needs, while reducing the Company's
risk and its need for capital investments. However, because of this policy, the
Company may experience delays in production and delivery which are beyond its
control and which may result in canceled orders, reduced sales, and other events
which may negatively affect income.
ABSENCE OF PUBLIC MARKET AND DETERMINATION OF OFFERING PRICE: Before this
offering, there has been no public market for the Company's Common Stock. The
Initial Public Offering price, set by the directors of SCI, is arbitrary and
unrelated to earnings, net tangible book value, ratings, tangible assets, or
history of operations. See "Underwriting" below for a description of the
specific arbitrary factors considered in determining the Initial Public Offering
price. Once the shares begin public trading, it will not be possible to
determine high and low sales prices for the trading shares. SCI is hopeful that
its Common Stock will eventually trade over-the-counter and list on NASDAQ.
SCI's intention to apply for NASDAQ listing should not convey the impression
that the application will be successful or that quotations for the Common Stock
will be available through NASDAQ. SCI has no assurance that the securities
offered herein will prove to be acceptable for listing on NASDAQ or
12
<PAGE>
any other securities exchange. There can be no assurance that an active or
liquid trading market for the Common Stock will develop after this offering,
or, if developed that such market will continue. There is no assurance that
the Company will be successful in securing the services of brokers willing to
serve as market makers in the Common Stock, or that once secured will continue
their market making activities. While the Common Stock will not be subject to
any restrictions on transfer, no assurance can be given that an investor will
be able to dispose of it freely. Each investor therefore must bear the
economic risk of such an investment.
UNDERWRITING: This offering is a self-underwritten best efforts offering.
SciCorps intends to register and sell its own stock. SciCorps will pay
commissions to broker-dealers willing to sell its stock on a best efforts basis.
The broker-dealers are not required to sell any specific number or dollar amount
of shares but will use their best efforts to sell the shares offered. There is
no assurance that the Company will be successful in finding broker-dealers
willing to offer the stock on a best efforts basis. The Company will allow
broker-dealer commissions, discounts, and finder fees up to a maximum of 10% of
the gross proceeds. The national average for best efforts offerings in this
range is 5.57%. The national average for firm commitment offerings in this range
is 6.89%. The Company's willingness to grant commissions up to 10% should serve
as a promotional incentive. Upon effective SEC registration of this offering,
the Company believes that a significant number of registered broker-dealers will
be willing to execute orders to buy and sell the Company's shares and that they
may function as "market makers", maintaining an inventory and soliciting orders
to buy and sell the shares. If in this manner, substantially all of the shares
being offered are sold, the Company believes it will meet the standards for
having trading information about its shares quoted on NASDAQ. It is the
Company's intention that net proceeds from this offering not drop below 90% of
the gross. The Company will not pay any other fees, payments, expense
allowances, or expense reimbursements. In as this is not a firm commitment
underwriting, there are no over- allotments.
Factors considered in determining the Initial Public Offering price:
1) The primary factor considered in determining the Initial Public Offering
price was the "net intangible book value" of the Company. Management believes
that, since the Company is by design a proposed Internet-based Consortium of
Scientists and Inventors, tangible "brick and mortar" assets such as land,
buildings and machinery are not as important in determining the Initial Public
Offering price as are intangible/intellectual assets such as copyrights,
trademarks, proprietary technology, research and development costs, researcher
13
<PAGE>
reputation, e-commerce protocols, software, empirically derived expertise, and
knowledge. After subtracting total liabilities from the "net intangible book
value" and dividing by the number of shares of Common Stock outstanding, one
arrives at a fair market Initial Public Offering price of $20 per share, which
also happens to be the net intangible book value per share before the offering.
It is only by factoring in the net intangible AND the net tangible book values
that an investor can accurately determine the TRUE value of a potential
investment. To ignore the net intangible book value of any company would create
a false undervaluation. The peculiar practice of ignoring net intangible book
value would lead a potential investor to falsely assume that SciCorps, Inc. had
negligible assets, when in fact the Company has potential billions of dollars in
intangible intellectual property assets (based upon reasonable market
assumptions). Historically speaking, antiquated "brick and mortar" accounting
practices may have led to fair market valuations for traditional manufacturing
companies. But today's future-tech Internet-based market place is not driven by
traditionally defined "tangible assets" but rather by "intangible assets" such
as "intellectual property". Most Internet and Biotechnology companies are
inherently intellectual asset companies. A fair market, non-deceptive, valuation
of these companies is difficult to achieve with currently accepted "brick and
mortar" accounting standards.
2) Guestimates of the Company's business potential. At this time none of the
profit vectors to be exploited by the Company have been assessed independently
for their market value. The intellectual property rights associated with the
profit vectors exist as proprietary technology rather than patents or
copyrights.
DIVIDENDS: SCI intends to retain earnings, if any, with the purpose of
strengthening its capital and reserves for a "strategic corporate acquisitions
and incubator fund" during its initial years of operation. Accordingly, it is
not anticipated that cash dividends will be declared during the first several
years of SCI's development, and no assurance can be given that SCI's results of
operations will ever permit the payment of dividends of any kind. Persons who
need or desire dividend income from their investment should not purchase the
Common Stock. The future dividend policy of SCI is subject to the discretion of
the board of directors and will depend upon a number of factors, including
operating results, financial conditions, and general business conditions.
Holders of Common Stock are entitled to receive dividends as and when declared
by the Board of Directors. SCI's fiscal policies will provide that cash
dividends may be declared and paid only out of accumulated net earnings. If SCI
sustains losses at any time, equal to or exceeding its undivided profits then on
hand, no dividend shall be made; and no dividend shall ever be made in an amount
greater than SCI's net profits less losses and bad debts. The Board
14
<PAGE>
of Directors has the authority to deny the payment of cash dividends when it
determines such payment to be an "unsafe or unsound fiscal practice" under the
then existing circumstances. As a rule, the SCI Board of Directors will prohibit
all payments of dividends while the corporation is in default of any financial
obligations.
NEED FOR ADDITIONAL CAPITAL: It is not known if proceeds from this offering will
satisfy the Company's cash requirements for the next 12 months. SCI plans to
raise additional capital through a Secondary Public Offering at some unspecified
date in the future. The exact terms on which SCI would be able to raise such
capital and the effect thereof on then existing shareholders cannot currently be
determined. There is always the possibility that SCI will not be able to raise
the additional capital needed in the future.
SHARES ELIGIBLE FOR FUTURE SALE: Sales of substantial amounts of the Common
Stock in the public market following this offering could adversely affect the
market price of the Common Stock. This could make it difficult for the Company
to sell its equity securities in the future at a time and price that it deems
appropriate. The Company, Dr. Daniel Thomas, officers, directors, and employees
of the Company have agreed that they will not offer, sell, or otherwise dispose
of any shares of Common Stock for a period of 180 days from the date of this
Prospectus. The foregoing does not apply to issuances of Common Stock to
employees pursuant to the Company's future benefit plans, upon exercise of
options granted under the Company's future stock option plans or as
consideration for future acquisitions provided that any shares so issued may not
be sold prior to the expiration of the 180 day period.
FINANCIAL DATA: In as SciCorps, Inc. is a start-up company, there is no fiscal
operating history to examine.
ADDITIONAL INFORMATION: The Company has filed with the Securities and Exchange
Commission (the "Commission"), Washington, D.C. 20549, a Registration Statement
on Form S-1 under the Securities Act with respect to the Common Stock offered
hereby. This Prospectus does not contain all of the information set forth in the
Registration Statement and the exhibits and schedules thereto. The Company
intends to furnish its stockholders with annual reports containing financial
statements audited by our independent public accountants and quarterly reports
for the first three fiscal quarters of each fiscal year containing unaudited
interim financial information. For further information with respect to the
Company and the Common Stock, reference is made to the Registration Statement,
and the exhibits and schedules thereto, which may be inspected and copied at the
public reference facilities maintained by the Commission at Room 1024, 450
15
<PAGE>
Fifth Street, NW, Washington, D.C. 20549. Statements contained in this
Prospectus as to the contents of any contract or other document are not
necessarily complete and, in each instance, reference is made to the copy of
such contract or document filed as an exhibit to the Registration Statement,
each such statement being qualified in all respects by such reference. In
addition to the above risks, businesses are often subject to risks not foreseen
or fully appreciated by management. In reviewing this Prospectus, potential
investors should keep in mind other possible risks that could be important.
For consumer information on investing, please contact the U.S. Securities and
Exchange Commission at 450 Fifth Street, NW, Washington, D.C., 20549-0304.
Telephone: 202-942-2950 e-mail: [email protected] URL: http://www.sec.gov
USE OF PROCEEDS
The gross proceeds from the sale of the 500,000 shares of Common Stock offered
hereby; estimated to be $10,000,000 (based on a sales price of $20 per share)
can be broken down as follows:
$1,000,000 10% maximum allowable in Commissions, Discounts, and Finders' Fees
$9,000,000 estimated net proceeds to the Company (90%)
SCI proposes to use the net proceeds as follows:
USE OF THE COMPANY'S NET PROCEEDS
$4,500,000 Infra-structural development and construction of physical plants
$4,500,000 R&D, corporate operations, license & franchise payments, human
resources
-------------------------
$9,000,000 TOTAL
Possible examples of some of the aforementioned expenses:
1,000+ acres of land for the SciCorps Main Campus: $1,000,000+ down payment
Imaginarium Experimental Station construction (75,000 sf @ $40/sf): $3,000,000
Imaginarium Experimental Station scientific equipment: $500,000
Office construction (20,000 sf @ $65/sf): $1,300,000
Office furniture and computers (50 people @ $3,000/person): $150,000
Bio-Lab construction (3,000 sf @ $200/sf): $600,000
Bio-Lab fixturing (3,000 sf @ $450/sf): $1,350,000
Energy systems: $75,000
Parking & paving: $100,000
Landscaping: $50,000
16
<PAGE>
SCI's management presently estimates that the expenses incurred and to be
incurred during the organizational and pre-operating phase (including legal
fees, offering expenses, pre-operating expenses, application and other fees)
will total approximately $50,000. The largest portion of this sum will most
certainly be the offering expenses. No assurance can be given that SCI's
organizational and pre-operating expenses will not exceed those estimated in
this Prospectus. One of the first operational steps to be taken in directing the
offering proceeds is the purchase of a suitable building site and the
construction of a Corporate Operations Hub from which all other corporate
activities will be directed worldwide. The SCI central facility will house
communications equipment, computers, servers, a satellite earth station,
microwave transceivers, research laboratories, offices, workshops, a conference
hall, a library, a training center, a quarantine and containment unit, biohazard
units, etc. The Company does not have experience with projects of this magnitude
and there can be no assurance that the Company will not experience material
adverse effects such as cost overruns and delays. There can be no assurance that
the Company can find suitable land for an agreeable price or that it can obtain
all necessary approvals and other resources to proceed with construction. The
Company believes that it is in its best interests to build its headquarters as a
"destination facility" that can also serve as a showpiece of "tomorrow's
technology, today". To that end, the Company has already begun discussions with
Professor John Chen of Howard University, an excellent futurist architect. The
Company is quite confident that this project is so unique and educational that
it has the potential to be a tourist attraction for futuristic technology. The
offering proceeds will also provide for ordinary working capital. Through
judicious use of proceeds, SCI hopes to minimize use of revolving credit
facilities, thus minimizing banking and credit facility expenditures. Pending
such aforementioned uses, SCI will invest the net proceeds in short-term
investment grade securities. SCI will attempt to augment the funds raised
through this offering with internally generated funds.
The Company has established no minimum for this offering, therefore the proceeds
raised will not be held in an escrow account. In the event that less than all
the securities to be offered are sold and there are insufficient funds for the
construction of a central facility, SCI will remain in its temporary offices in
Greenbelt, Maryland. The funds so raised will be used to complete the patents on
several important technologies. SCI will then license these patents to other
biotech companies as a means of generating internal capital for further
expansion. Through use of such incremental growth strategies, SCI's operational
plans are scalable to the available capital. In a worst case scenario, in which
no funds are raised, SCI's operations would proceed with
17
<PAGE>
funds generated internally from the sale or license of its intellectual
property. It is important for potential investors to note that, although the
success of this offering would turbocharge SCI's growth rate, SCI's future is
in no way contingent upon the success of this offering.
There is no indebtedness to be discharged from the proceeds of this offering,
other than short-term, day-to-day, business expenses.
EMPLOYEES
SCI intends to recruit the most gifted and innovative scientists, inventors, and
researchers available. The initial work force may well exceed 50 "outsource"
scientists, depending upon the success of this offering. Precise employee
numbers will fluctuate with project workloads and available funds. Due to the
large number of variables that will determine the number and type of employees,
quantitative projections are meaningless. Many of SCI's employees will be
telecommuters and temporary workers. SCI will use outsourcing for as many
functions as possible.
PRINCIPAL SHAREHOLDER
SciCorps, Inc. has one pre-offering shareholder: Dr. Daniel Thomas, CEO, who is
the principal shareholder and founder of the Company. Dr. Thomas holds 750
million shares of Common Stock. Primary consideration was in the form of
proprietary intellectual property relating to a novel cancer treatment, a new
energy source, a novel propulsion system, a novel plasma laser, a mitochondrial
enhancer, a wetware cybernetic translation driver, a novel gene splicing tool,
and numerous other proprietary intangibles. A fair market valuation of these
intangibles based upon reasonable market assumptions would approximate $20 per
share of Common Stock (intangible book value per share approximately $20). The
total value of Dr. Thomas' proprietary intellectual consideration equals $15
billion. The tangible value of Dr. Thomas' consideration is negligible. The
price per share based on tangible book value is negligible ($0.00 per share).
750 million shares represent over 99.9% of the total shares outstanding after
the offering. The valuation of the intellectual intangibles in the
aforementioned discussion is based solely upon subjective estimates by Dr.
Thomas.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT:
Name/Address of Shareholder Number of Shares Owned Percentage of Shares
Dr. Daniel Thomas, CEO 750 million Common Shares 100 %
8487 Greenbelt Road, Ste 201
Greenbelt, MD 20770
18
<PAGE>
KEY PERSONNEL REMUNERATION
President/Chief Executive Officer: $100,000: Dr. Daniel R. Thomas
Chief Operating Officer: $100,000: Vacant
Chief Financial Officer/Treasurer/Comptroller: $100,000: Vacant
Chief Medical/Science/Research Officer: $100,000: Vacant
Chief Information/Computer/Web/Technical Services Officer: $100,000: Vacant
Vice President for Legal Affairs/Corporate Counsel: $100,000: Vacant
VP for Sales, Marketing, Advertising, Public Relations: $100,000: Vacant
Chief of Staff/Corporate Secretary/Notary: $65,000: Mrs. Debra B. Krahling
Note: As of the writing of this Prospectus, no salaries have been paid or owed
and no employee benefits other than salaries have been ratified. The
aforementioned salaries will become effective as of the date of effectiveness of
this Registration Statement. Said salaries shall not be deemed retroactive but
shall be on-going from said date of effectiveness. Said salaries shall be deemed
to be annualized and pro-rated beginning from the date of effective
Registration. It is expected that the Board will pass resolutions addressing the
issues of employee benefits, profit sharing, incentive stock options, and the
recruitment and hiring of additional personnel after this Registration Statement
is declared effective.
EMPLOYMENT AND MANAGEMENT AGREEMENTS/CONTRACTS
Upon formal commencement of Company Operations, written contracts will be
issued under the direction of the Corporate Counsel to-be-hired. Formal
commencement of Company Operations begins the day this Registration Statement
is declared effective.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
(a) Identification of directors (the term of office for all directors shall
be one calendar year, or until such time that new elections are duly held
according to the by-laws of the Company):
Daniel R. Thomas, 43, Founding Director in toto, Chairman of the Board of
Directors, Chief Executive Officer, President and Treasurer/CFO pro tempore*
(b) Identification of executive officers (the term of office for all executive
officers shall be one calendar year, or until such time that new elections or
appointments are duly held according to the by-laws of the Company):
Daniel R. Thomas, 43, Founding Director in toto, Chairman of the Board of
Directors, Chief Executive Officer, President and Treasurer/CFO pro tempore*
19
<PAGE>
Debra B. Krahling, 43, Corporate Secretary, Chief of Staff, Notary
___________________________
*pro tempore positions are temporary awaiting the results of an executive
search for suitable permanent candidates
(c) Identification of certain significant employees: None at this time.
(d) Family relationships: None
(e) Business experience.
(1) Background:
Daniel R. Thomas: during the past five years served as Chairman/CEO of the Cure
Foundation and the Paragon Research Institute (its predecessor). The principal
business of both the Cure Foundation and its predecessor, the Paragon Research
Institute was to find cures for various diseases. Dr. Thomas still serves as
Chairman/CEO of the Cure Foundation. Principal occupation during the past five
years: Scientist, Researcher, Inventor, and Fund-Raiser
Education:
M.D., Doctor of Medicine, University of St. Lucia, St. Lucia, W.I., 1983
Ph.D., Biophysics, Sussex College of Technology, Sussex, England, 1980
D.O., Doctor of Osteopathy, Metropolitan Collegiate Institute, London, 1976
Debra B. Krahling, 43, of Bryans Road, Maryland was elected Corporate Secretary
and commissioned Chief of Staff of SciCorps, Inc. on February 12, 2000. During
the past five years Mrs. Krahling has served as Corporate Secretary for the Cure
Foundation and continues to serve in that capacity. Her principal occupation
during the last five years has been that of Education Director at the Livingston
Health Care Center. Ms. Krahling is a brilliant analyst with an encyclopedic
mind. She is an extremely resourceful problem solver.
Education: Candidate for Master's in Health Services Administration, 2000,
B.S.B.A., Business Administration/Marketing, St. Joseph's College, Windham,
Maine, 1991, R.N., Washington Hospital Center, Registered Nurse Certification
Program, 1979
PLAN OF DISTRIBUTION
The selling agents (that is, the persons selling the securities as agent for
20
<PAGE>
the Company for a commission or other compensation) in this offering cannot be
determined until after the offering registration is declared effective by the
SEC.
Compensation will be paid to any registered securities broker-dealer up to a
cumulative aggregate maximum of 10%. Compensation will be paid to finders (that
is, persons who for compensation act as intermediaries in obtaining selling
agents or otherwise making introductions in furtherance of this offering) up to
a cumulative aggregate maximum of 10%. Sales representatives employed by or
contracted by the Company will also be eligible for Finders' fees up to a
cumulative aggregate maximum of 10%. Officers and Directors of the Company are
not eligible to receive and will not receive any form of compensation related to
the sale of the Company's Common Stock. The Company will indemnify selling
agents against liabilities for claimed misstatements or omissions in the
Prospectus. Sales may be made privately, through the Over The Counter Bulletin
Board quotation service, or otherwise, at prices and at terms then prevailing or
at prices related to the then current market price, or in negotiated
transactions. In effecting sales, broker-dealers engaged by the Company may
arrange for other broker-dealers to participate in the re-sales. Broker-dealers
or agents may receive compensation in the form of commissions, discounts or
concessions from the Company in amounts to be negotiated in connection with the
sale, but not exceeding the aforementioned 10%. These broker-dealers and any
other participating broker-dealers may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with these sales, and any such
commission, discount or concession may be deemed to be underwriting discounts or
commission under the Securities Act. In addition, any securities covered by this
Prospectus, which qualify for sale pursuant to Rule 144 may be sold under Rule
144 rather than pursuant to this Prospectus.
It is not possible at this time to determine the price to the public in any sale
of the shares by the Company. The Company reserves the right to accept or
reject, in whole or in part, any proposed purchaser of shares. Accordingly, the
public offering price and the amount of any applicable sales or underwriting
discounts or commissions will be determined at the time of such sale by the
Company or its agents, subject to the aforementioned limits.
This offering is being made through selling agents. In addition, this offering
is being made directly by the Company under the direction of Dr. Daniel Thomas,
the Company's President, and CEO. Announcements will provide the very limited
information permitted under applicable securities laws and will give the
Company's telephone number for requesting the Prospectus. A Share Purchase
Agreement and a return envelope will accompany the Prospectus. Assistance
concerning the offering will be available from the selling agents, Dr. Thomas,
21
<PAGE>
and/or the Shareholder Relations Coordinator to be hired at a later date. This
offering is being made only to persons for whom the amount invested does not
exceed ten percent of the net worth of such persons (excluding principal
residence and its furnishings and automobiles) including the net worth of
spouse, if applicable. The certificates will not bear a legend notifying holders
of this restriction.
Sales of the Principal Shareholder's outstanding shares are restricted by Rule
144 under the federal Securities Act of 1933, as amended. Generally, one may
not sell more than 1% of the total shares of the Company outstanding within any
three-month period, but if the number of shares being traded increases
substantially, an alternative limit could apply, that is, the average weekly
trading volume of the shares during the four calendar weeks preceding the date
on which notice of the sale is filed. Rule 144 has additional requirements as
to the manner of sale, notice and availability of current public information
about the Company.
The Company intends to register and offer its securities for sale in the
following states:
Note: This statement is not meant to imply that the following states will
approve the securities for sale in their respective jurisdictions.
State: State File No: Effective Date:
Arizona
Arkansas
California
Colorado
Connecticut
Delaware
District of Columbia
Florida
Georgia
Hawaii
Illinois
Indiana
Maryland
Massachusetts
Michigan
Mississippi
Missouri
Nevada
New Jersey
22
<PAGE>
New York
North Carolina
Ohio
Oklahoma
Oregon
Pennsylvania
Texas
Utah
Virginia
Washington
Wyoming
DESCRIPTION OF CAPITAL STOCK
The board-authorized capital stock of SciCorps, Inc. consists of 1,000,000,000
shares of Common Stock with no stated par value, of which 500,000 shares are
offered hereby. The investors in this offering will have 0.07% of the
outstanding shares of the Company. The "post-offering value" that management
attributes to the entire company is $15,010,000,000 based on outstanding shares
($20,000,000,000 based on board-authorized shares). Potential investors should
consider whether or not the offering price is appropriate for a development
stage company.
Offering
SCI is offering 500,000 shares of Common Stock at a price of $20 per share.
Before this offering, SCI had 750,000,000 shares of issued Common Stock
outstanding.
Common Stock
Each share of Common Stock has the same rights, privileges, and preferences as
every other share of Common Stock. Payment of dividends is subject to Board
policies. See section on Dividends above.
Each share of Common Stock is entitled to one vote on all matters which may be
brought before shareholder meetings.
In any liquidation, dissolution or winding up of SCI, holders of the Common
Stock will be entitled to share equally and ratably in all assets available for
distribution after payment of debts, liabilities and preferences. Holders of
23
<PAGE>
the Common Stock do not have preemptive rights (first right) to subscribe pro
rata to additional shares of Common Stock issued. The Common Stock is, when
issued, fully paid, and non-assessable. SCI from time to time as directed by
its board may repurchase, redeem, or otherwise acquire shares of its capital
stock.
SCI's Articles of Incorporation may be amended by an affirmative vote of a
majority of the outstanding shares of Common Stock, in person or by proxy,
except as otherwise required by law or regulation. Any changes related to
matters such as increases in the authorized shares of SCI require an affirmative
vote of a majority of the outstanding shares of Common Stock. Board action on
such matters as a merger, consolidation, or liquidation requires an affirmative
vote of two-thirds of the outstanding shares of Common Stock. The Common Stock
has no conversion rights and there is currently no redemption or repurchase
provisions in effect, unless otherwise stated. The Registrar and Transfer
Company will serve as transfer agent and registrar for the Common Stock, once
appointed, until that time the Company will serve in that capacity.
Preferred Stock
A definitive plan for the issuance of Preferred Stock has yet to be developed
by the Board. At present, there is only one class of stock and it is Common
Stock. Subject to proper shareholder and Board protocols as well as regulatory
controls, SCI may authorize the issuance of preferred stock for private or
public sale in one or more series, determine the sale price and establish
dividend, voting, redemption, sinking fund, conversion, exchange, liquidation
and other rights and preferences relating to the preferred stock.
VISION AND MISSION STATEMENTS
The long-range Vision of SCI is that by 2005, it will be a highly visible
enterprise known as the one-stop vendor for "tomorrow's technology, today". SCI
will be positioned to lead a consumer revolution in the utilization of
technology in everyday life. In order to achieve this vision, SCI commits to the
following Mission Statement: SCI will engage in the research and development of
scientific applications, inventions, products and services that represent
significant earnings opportunities in the shortest turn-around time. SCI will
engage in the patenting, trademarking, copyrighting, licensing, marketing,
blackboxing (securing technology against reverse engineering), and
commercialization of science and technology. SCI will initially pursue those
projects that offer the highest probability of cash flow and profit. SCI
24
<PAGE>
recognizes that it is embarking on a new business frontier, which obviously
contains elements of risk. SCI's primary responsibility is to its shareholders
and investors. SCI's secondary responsibility is to the members of its
Consortium of Scientists and Inventors. In carrying out day-to-day business,
SCI will strive to:
A. Allocate funds to R&D projects that will offer the greatest promise of rapid
profitability.
B. Follow strategies that add the most value to SCI products and services.
C. Develop and promote SCI brand identity.
Through a long-term commitment to this mission, SCI believes it will evolve to
become a leading presence in the field of science and technology, and that the
SCI name will come to be recognized and accepted as a term synonymous with
scientific innovation.
CORPORATE GROWTH STRATEGY
The Company's growth over the next several years depends primarily on its
ability to identify and successfully penetrate profitable niche markets. During
this critical growth period, it will be incumbent upon the Company's directors
and officers to operate the Company in a profitable manner. The Company's
ability to begin successful operations on a timely basis is dependent upon the
successful completion of this offering. The Company must identify suitable
business site locations, obtain leases or construction permits for those sites
on acceptable terms, construct, or refurbish the sites, and hire and train
skilled site managers and personnel. There can be no assurance that the
operational development of these sites will result in profitable enterprise.
Moreover, there can be no assurance that the research and development of the
Company's product and service line will lead to commercial success. Although the
Internet-based technology sector as a whole has experienced an increase in net
revenue in recent years, there can be no assurance that the Company will achieve
comparable success. Short range plans call for the Company to position itself
for continued growth by developing an experienced management team with both
national and international experience. Additionally SCI will construct an
ultramodern infrastructure and implement an integrated high-speed, wide
bandwidth, globally interactive mixed-media information technology system. SCI
anticipates some income during its first year of operation although such income
is not expected to be material. In 2001 SCI intends to focus on assimilating the
growth in its operations, and on achieving continued improvement in the
execution of its strategies, as well as securing additional financing to support
continued growth. In 2002, SCI intends to intensify its expansion efforts by
entering new markets through the opening of
25
<PAGE>
satellite facilities in strategically chosen major metropolitan areas. SCI
believes that its proposed management team and information systems will be
capable of supporting substantial growth in revenues without commensurate
increases in selling, general and administrative expenses. In an attempt to
create reliable and sustainable revenues, SCI will maintain a diversified and
broad-based line of products and services. Long range plans call for the Company
to pursue an aggressive growth strategy that includes plans to acquire and
assimilate several leading biotechnology firms, thus consolidating control over
key product and service sectors. There is no assurance that consolidation of
these sectors will lead to an increase in net revenue. The Company will use
proactive anti-takeover defenses to prevent acquisition, merger, takeover, or
assimilation by other entities. The Company has a keen survival instinct and
will resist hostile takeover and loss of control. Investors should always
consider the possibility that rapid growth could strain the Company's resources
and affect business adversely.
A PARTIAL LISTING OF PROPOSED PROFIT VECTORS
Unless otherwise noted, potential investors should assume that the following
technologies are in their initial stages of development. There is no assurance
that we will complete or profitably exploit any of the technologies that follow.
Until our development plans are further advanced, we have no means of evaluating
our potential competitive position in any markets that we may attempt to
exploit.
A PROMISING NEW CANCER TREATMENT
This novel approach to cancer treatment has the potential to revolutionize the
cancer treatment industry. Cancer care is a $100 billion per year industry in
the United States alone. Currently there are no consistently successful
treatment modalities available for "advanced metastatic disease". Traditionally,
when a patient is diagnosed with late stage metastatic cancer there have been
few, if any options available within the physician's armamentarium. SCI's newly
proposed treatment modality might significantly alter this outcome. The
proprietary treatment proposed is non-pharmaceutical and essentially non-
invasive in nature and does not require damaging doses of radiation or
chemotherapy. The protocols used in this treatment do not damage normal, healthy
tissue, but they prove necrotizing for neoplastic tissue. This treatment could
be ready for FDA/NIH protocol assignment for fast track beta testing within one
year. This treatment is not suitable for animal testing. Fast Track clinical
trials for this treatment would require a minimum of two years. With fast track
approval upon trial success, this treatment could be commercially available
within five - six years. The provisional patent
26
<PAGE>
application is ready for filing. The permanent patent filing will be made one
year after the provisional application. The prior art patent search process
has been completed. Certain essential steps in the clinical sequence will not
go into the patent application; they will be withheld as "proprietary". These
steps are highly resistant to reverse engineering thus assuring commercial
longevity beyond the life of the patent.
A NEW CRYONIC PRESERVATION TECHNOLOGY BASED ON A PROPRIETARY SYNTHETIC HYBRID
OF NATURALLY OCCURRING "GLYCOLS"
This marvelously new technology will open a whole new era in cryonics. This
technology, once fully developed, tested, and approved will make long-term
storage of human tissue and organs possible. It will also serve as a foundation
for further research eventually leading to successful long-term human stasis and
cryo-hibernation for long space flights or even cryo-suspension for terminally
ill patients. Because this technology inhibits crystallization, cryo-preserved
tissue does not undergo the cellular degradation and destruction associated with
intracellular crystal formation. With the perfection and commercialization of
this preservation technique, many individuals will elect to be cryonically
preserved upon death instead of buried or cremated. Financing for these
procedures can be achieved through special life insurance policies issued
specifically to cover the costs of cryo-preservation. Financing via the
insurance industry could lead to mass acceptance and popularization of this
technology. SCI will attempt to dominate this future market through
technological superiority over its competitors' product as well as by assuming
an early leadership role in this emerging industry. Some aspects of this
technology are ready for immediate application. Other aspects of this technology
await further research and development. SCI intends to maintain this technology
on a closed proprietary platform to avoid dissemination, theft, and reverse
engineering. Certain applications are already patented. As necessary, SCI will
pay license fees to avoid patent infringements.
BIOSOFT/WETWARE: A CPU-NEURONAL INTERFACE SYSTEM: A CYBERNETIC BIO-PROGRAMMING
LANGUAGE
The most important computer related innovation of the 21st Century may well
prove to be the development of practical, commercially applicable WetWare
Systems. WetWare is software for programming biological, organically based
computer systems. The programming language for SCI developed WetWare will be
BioSoft (SCI will attempt to make BioSoft the Universally Accepted Standard for
WetWare Applications). The combination of BioSoft and WetWare driven
peripheral systems like Gel-Pak Interfaces will allow traditional computer
27
<PAGE>
hardware to interface with organic neural nets such as the human brain. A simple
example of this system is the interface between an advanced bionic prosthetic
limb and the fleshy stump that remains after an amputation. In order for
afferent sensory input from the artificial limb to reach the brain, it must
first traverse the WetWare Interface between the fleshy (biological) and
prosthetic (artificial) systems. The WetWare Interface serves as a Translation
Driver for the Prosthetic Unit. Piezoelectric crystals convert mechanical stress
on the prosthetic limb into electric impulses that are conveyed to the WetWare
Interface and ultimately interpreted by the human brain as pressure on the
artificial limb. Through an analogous process thermocouples are able to create
an afferent sensory perception of warmth, thus providing the prosthesis with the
ability to sense "hot" and "cold" as well as "warm" and "cool". Ultimately,
after some considerable research and development expenditures, we hope to arrive
at a Universal Cybernetic Operating System that is applicable across all
biological platforms. This would allow for the practical development of
artificial eyes, ears, and other sensory organs. It would also allow for sensory
input from exogenous sources. This would enable us to see through the eyes of
other human beings or even other mammalian species. The applications are
overwhelming to ponder. With the addition of fractal modeling and caching of
neural nets based upon fractal algorithms it would be possible to establish
brain-to-brain communication links, thus ushering in a new era of "linked" cyber
possibilities. The further development of this technology requires extremely
powerful computer systems with high-speed relational database capabilities.
"Basic" commercial versions of BioSoft and WetWare could be ready to ship in
about six years. Extremely simple experimental versions can be ready for road
show "dog and pony" demonstrations within one year. Advanced applications of
this technology require the prototype construction of a Bionic Chip that marries
human cells to electronic circuitry. The proprietary design phase for the Bionic
Chip is complete. Proceeds from this offering will provide funding for the
prototype construction, which should take no more than two years to complete.
This proprietary technology will use SciCorps' "Close Encryption Black Box
(CEBB)" protocol matrix which will make reverse engineering virtually
impossible. Any attempt to scan or penetrate the protocol matrix will result in
immediate denaturation of the unit's quaternary protein structure rendering all
coding sequences unreadable and unreconstructable. SCI will maintain this
technology as proprietary and not seek to patent it. It is management's belief
that the comparative risks of patent disclosure versus proprietary theft weigh
heavily in favor of assuming the risk of proprietary theft as preferable to full
patent disclosure.
MITOCHONDRIAL ENHANCER UNIT
Have you ever wondered how ants can carry loads many times their own body
28
<PAGE>
weight? Simply put, it is due to the density and efficiency of the mitochondria
within their muscle cells. If humans could increase mitochondrial density and
efficiency, we could achieve a tremendous increase in muscular strength and
firing speed. This would create new treatment modalities for Muscular Dystrophy,
Polio, muscular trauma, some forms of paralysis, etc. There are several research
pathways available for Mitochondrial Enhancement. The two easiest of these
pathways could produce a patentable product within two years. A commercially
viable, fully tested product could be ready to ship within eight years depending
upon whether or not fast track protocol approval is granted by the FDA for human
beta testing. A commercially viable product for use outside of the United States
could be ready to ship within six years. The potential uses for this product
(both civilian and military) are unlimited. SCI expects to file a provisional
patent for this product during fiscal year 2000.
SYNTHETIC AND NATURAL ARACHNID SILK POLYMERS
Arachnid silk comes in many varieties. Some varieties of arachnid silk have
tensile strength 2,000 times greater than steel at only a fraction of the weight
of steel. A human being placed in an escape pod made of arachnid silk polymers
could theoretically withstand the multiple G impact from a fall out of an
airplane without a parachute. Arachnid silk polymers have the ability to absorb
tremendous amounts of kinetic and mechanical energy repeatedly. They are
extremely durable. Arachnid silk polymers are many times more effective than
Kevlar Aramid fibers at stopping ballistic projectiles when woven into
bullet-resistant fabrics. This is due in part to the capacity of arachnid silk
to achieve greater efficiencies owing to smaller fiber denier, as compared with
Kevlar or Nomex. It is also related to SCI's proposed method of proprietary
stacking of amino acids in the protein polymer chains of the synthetic arachnid
fibers. Crash and safety helmets made from arachnid silk polymers would be many
times more effective than current models. So why aren't arachnid silk polymers
in widespread industrial use? Quite simply, spiders and other arachnids are too
difficult to grow in large numbers and arachnid silk polymers are difficult (but
not impossible) to synthesize. SCI has three available solutions that can result
in the development of commercial/industrial processes to produce arachnid
polymers in usable quantities. Development time required for this technology is
approximately three years. Shippable, commercial quantities of product would
require approximately five years. The myriad uses of this innovative fabric
could result in the development of many new markets. Just a few possible uses
would be: highly puncture resistant tires, puncture and tear resistant sails,
hang glider sails, hot air balloon skins, super effective but extremely light
weight bullet resistant clothing, motorcycle helmets, football helmets, all
other kinds of safety helmets, space age tennis
29
<PAGE>
rackets, replacement for fiberglass and composites in surf boards, replacement
for fiberglass and composites in yacht hulls, replacement for fiberglass in
aircraft, automotive, and motorcycle industries, highly durable yet very chic
designer fabrics, fibers/composites/fabrics for shoes, building materials
similar to fiberboard, etc... Because of the unique tensile properties of this
polymer, it would be possible to design a new generation of submarines capable
of withstanding pressures many times greater than metallic-alloy-hulled
submarines. Organic polymers have the added advantage of being able to form
complex but stable matrix-based architectures (even fractal geometries and
"Bucky" balls) that when hybridized with inorganic substances acquire unique
properties. Such new-age materials could be used for lightweight aircraft,
spacecraft, space stations, and satellites. Repairs could be made by "growing"
new building materials. Provisional patents are ready for immediate filing
pending funding.
ANTIBIOTICS AND ANTIVIRAL AGENTS
Due to the clinical emergence of highly resistant strains of bacteria in recent
years, there is a dire need for new antibiotics that will prove effective
against them. SCI intends to devote considerable resources to the development of
novel, commercially viable, proprietary paradigms of bacterial and viral
disassembly. Due to the extremely competitive nature of the pharmaceutical
industry, it is not possible to delineate the exact functional modalities of
these two paradigms (one antibacterial and the other antiviral). But suffice it
to say that these designer-antimicrobials using a novel disassembly protocol
should prove rather effective against even the most resistant, rapidly mutating
strains of bacteria and viruses. The simplicity, elegance of design, and ease of
production of these paradigms should prove to be highly profitable for SCI.
Development and FDA approval time will vary with individual products. Best case
scenario for product shipping within the United States would be six to eight
years. Foreign product shipment could be ready within five years. These products
are not yet at a patentable stage of development.
OTHER POTENTIAL PRODUCTS AND SERVICES
SciWeb: Interactive Live-Feed Global Science-Technology-Research Internet
Database
Instant Paint-on Dental Whiteners (muco-polymers) [an alternative to bleaching
agents]
Nucleic Acid Mediated Hair Restoration Treatments (reverses baldness)
Nucleic Acid Mediated Scar Removal System
Functional Hemoglobin Enhancers (increases oxygen binding capacity)
Neuro-Chemical Sleep Blockers, Memory & Synaptic Enhancers
Neuronal Growth & Control Factors
30
<PAGE>
Photosynthetic Skin Patches (Alternative Parenteral Nutritional
Supplementation)
Holographic Electron Microscope (under a licensing agreement with the inventor)
Holographic X-Ray Unit (under a licensing agreement with the inventor)
Holographic CT Unit (under a licensing agreement with the inventor)
Holographic MRI Unit (under licensing agreement with the inventor)
LEGAL MATTERS
An opinion has been rendered by Mr. Kofi A. Ofori, Esq. to the effect that the
shares of Common Stock offered by the Company hereby, when issued and paid for
as contemplated in this Prospectus, will be legally issued, fully paid and
non-assessable.
Disclosure of Commission Position on Indemnification for Securities Act
Liabilities
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant 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.
REGISTRATION
Upon the "effective" registration of this Initial Public Offering with the
Securities and Exchange Commission under the Securities Exchange Act of 1933,
the proxy rules, tender offer rules, short swing profit rules, and periodic
reporting requirements of that Act will be applicable to SciCorps, Inc.
INDEX TO FINANCIAL STATEMENTS
Accounting Expert
Offering Expenses
Balance Sheet
Other Expenses of Issuance and Distribution
Statement of Operations
Notes to Financial Statements
ACCOUNTING EXPERT
The financial statements and schedules of SciCorps, Inc. appearing in this
31
<PAGE>
Prospectus and Registration Statement have been audited by Cheryl L. Stewart,
CPA, of C.L. Stewart & Co., an independent auditor and a member of the SEC
Practice Section of the American Institute of Certified Public Accountants, as
set forth in her reports thereon appearing elsewhere herein and in the
Registration Statement, and are included in reliance upon such reports given
upon the authority of such as expert in accounting and auditing.
OFFERING EXPENSES
SEC Registration Fee.......................................... $ 2,640
WWW/Internet/e-Commerce/IPO Expenses*......................... $ 10,000
Printing, Engraving, Art and Advertising Expenses*............ $ 15,000
Accounting Fees and Expenses*................................. $ 4,000
Legal Fees and Expenses*...................................... $ 2,000
Edgarization Expenses*........................................ $ 1,360
Blue Sky Qualification Fees and Expenses*..................... $ 15,000
TOTAL*........................................................ $ 50,000
Finder's Fees, Commissions, Discounts*........................ $1,000,000
GRAND TOTAL*:................................................. $1,050,000
*estimate/guestimate
FINANCIAL STATEMENT
Balance Sheet
As of June 30, 2000
-------------------------------------------------------------------------------
ASSETS
Current Assets: -- 0 --
Fixed Assets: -- 0 --
Total Assets -- 0 --
===============================================================================
LIABILITIES & EQUITY
Current Liabilities -- 0 --
Long-term Liabilities -- 0 --
Total Liabilities -- 0 --
32
<PAGE>
Equity -- 0 --
Common Stock, 1,000,000,000 shares authorized, no par value -- 0 --
Retained Earnings -- 0 --
Total Equity -- 0 --
Total Liabilities & Equity -- 0 --
===============================================================================
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
SEC Registration Fee $ 2,640
Legal Fees and Expenses $ 2,000
Accounting Fees and Expenses $ 4,000
Blue Sky Qualification Fees and Expenses $15,000
Printing, Engraving, Art and Advertising $15,000
WWW/Internet/eCommerce/IPO Expenses $10,000
Edgarization Expenses $ 1,360
TOTAL $50,000
Note: All amounts are estimates except the SEC Registration Fee.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Article V of our by-laws, any past or present director, officer, or
employee (or person serving as such for another corporation, at our request) or
a testator or intestate thereof, is entitled to be indemnified by us in respect
of any expenses (including without limitation attorneys' fees, judgments,
fines, and penalties) reasonably incurred by him in defending any civil,
criminal or administrative action, suit or proceeding to which he is made a
party by reason of his position with us (or other corporation at our request).
Indemnification is not available to the extent that it is adjudged in such
action, suit or proceedings that the officer, director or employee was liable
to us (or such other corporation) for negligence or misconduct in the
performance of duty.
A judgment or conviction (including a conviction based on a plea of guilty or
33
<PAGE>
nolo contendere or its equivalent) shall not itself be deemed an adjudication
that the director, officer or employee was liable for negligence or misconduct
in the performance of his duties. A person claiming indemnification may have
his entitlement determined by:
(a) order of the Court or administrative body having jurisdiction in the
action, suit, or proceeding;
(b) a resolution adopted by a majority of the quorum of our Board of Directors
(not counting any director who has incurred expenses in connection with the
action, suit or proceeding);
(c) a resolution of the majority of our stockholders (if there is no quorum of
directors available who have not incurred expenses in connection with the
action, suit or proceeding);
(d) a resolution of the majority of our directors entitled to vote at any
meeting; or
(e) any order of any Court having jurisdiction over us.
Any such determination that a payment by way of indemnification should be made
is binding on us.
The right of indemnification given under Article V of the by-laws is not
exclusive of any such other right under any by-law, agreement, shareholders'
resolution, provision of law, or otherwise. The provisions of Article V also
apply to any member of any committee appointed by our Board of Directors.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
Dr. Daniel Thomas holds 750,000,000 shares of Common Stock issued as Founder's
Stock in exchange for due consideration enumerated under "PRINCIPAL
SHAREHOLDER" in the Prospectus.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
NUMBER EXHIBIT
3.1 Articles of Incorporation, dated January 10, 2000.
3.2 By-Laws of the Company
4.1 Specimen Stock Certificate
5.1 Opinion re: Legality by Attorney-at-Law
10.1 Corporate Resolution
34
<PAGE>
10.2 Common Stock Barter Agreement
23.1 Consent of CPA
23.2 Consent of Attorney (included in Exhibit 5.1)
24.1 Power of Attorney
ITEM 17. UNDERTAKINGS
(a) 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 1933, each such post-effective amendment shall be deemed to be a
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
Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of GREENBELT, State of
MARYLAND, on July 20, 2000.
SciCorps, Inc.
________________
(Registrant)
35
<PAGE>
DANIEL R. THOMAS
_____________________________
DANIEL R. THOMAS
CHAIRMAN OF THE BOARD AND DIRECTOR IN TOTO
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CHIEF FINANCIAL OFFICER PRO TEMPORE
FINANCIAL STATEMENT
Balance Sheet
As of June 30, 2000
-------------------------------------------------------------------------------
ASSETS
Current Assets: -- 0 --
Fixed Assets: -- 0 --
Total Assets -- 0 --
===============================================================================
LIABILITIES & EQUITY
Current Liabilities -- 0 --
Long-term Liabilities -- 0 --
Total Liabilities -- 0 --
Equity -- 0 --
Common Stock, 1,000,000,000 shares authorized, no par value -- 0 --
Retained Earnings -- 0 --
Total Equity -- 0 --
Total Liabilities & Equity -- 0 --
===============================================================================
On behalf of the Board:
DANIEL R. THOMAS
36
<PAGE>
_________________
DANIEL R. THOMAS
CHAIRMAN OF THE BOARD AND DIRECTOR IN TOTO
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CHIEF FINANCIAL OFFICER PRO TEMPORE
SCICORPS, INC.
STATEMENT OF OPERATIONS: None to date
These financial statements are prepared in accordance with generally accepted
accounting principles.
NOTES TO FINANCIAL STATEMENTS: Use of 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 and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amount of revenue and expenses during the reporting period. Actual
amounts may differ from these estimates.
REPORT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
SciCorps, Inc.
We have audited the accompanying balance sheet of SciCorps, Inc., a development
stage enterprise with no operating history, as of June 30, 2000. This financial
statement is the responsibility of the Company's management. Our responsibility
is to express an opinion on this financial statement based upon 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 statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement. 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.
37
<PAGE>
In our opinion, the financial statement referred to above presents fairly, in
all material respects, the financial position of SciCorps, Inc., a development
stage enterprise with no operating history, as of June 30, 2000, in conformity
with generally accepted accounting principles.
C.L. STEWART & COMPANY
_______________________
C.L. STEWART & COMPANY
Annapolis, Maryland
July 15, 2000
