SECURITES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT
Under
The Securities Act of 1933
DIGITAL PREVIEWS.COM, INC.
(Exact name of registrant as specified in its charter)
Nevada 8400 87-0642947
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identified No.)
organization)
7408 Comstock Circle
Salt Lake City, Utah 84121
(801) 943-2345
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
DAVID SHAMY
Digitalpreviews.com,Inc
7408 Comstock Circle
Salt Lake City, Utah 84121
(801) 943-2345
(Name, address, including zip code, and telephone number, including area code,
of agent for services)
Copies to:
GARY R. HENRIE, ESQ.
FABIAN & CLENDENIN
215 South State, 12th Floor
Salt Lake City, Utah 84111
(801) 531-8900
Fax: (801) 531-1716
Approximate date of commencement of proposed sale of the
securities to the public: As soon as practicable after
the effective time 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, 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(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.______
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the folling box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. ______
<PAGE>
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. ______
Calculation of Registration Fee
<TABLE>
<CAPTION>
Title of each class of securities Amount to be Proposed Proposed Maximum Amount of
to be registered Registered Maximum offering Aggregate offering registration fee
price per share price
--------------------------------------- ---------------------- ------------------- -------------------- -----------------
<S> <C> <C> <C> <C>
Units (Common Stock) 125,000 Units
Common Stock ($0.001 par value) 125,000 shares $ 1.00 $ 125,000 $ 33.00
Class A Warrants and underlying 125,000 warrants and 2.50 312,000 $ 82.50
Common Stock underlying shares
Class B Warrants and underlying 125,000 warrants and 5.00 625,000 $ 165.00
Common Stock underlying shares
Common Stock ($0.001 per value) 60,000 1.00(1) 60,000 $ 15.84
--------------------------------------- ---------------------- ------ ---------- --------
Total $ 296.34
========
</TABLE>
(1) Selling shareholder's stock registration fee was based on a bona fide
estimate of the maximum offering price pursuant to Rule 457(a) of Regulation C.
The registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective time 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.
P R O S P E C T U S
DIGITALPREVIEWS.COM, INC.
125,000 Units(1) $1.00 Per Unit
60,000 separate shares of common stock(2)
(1) Each Unit Consists of One Share of Common Stock, and One Each of a Class A
Warrant and a Class B Warrant.
(2) The 60,000 separate shares of common stock (the "separate shares") are
issued and outstanding shares owned by the persons specified in this Prospectus
under the caption "selling security holders."
----------------------
Investing in digitalpreviews.com involves significant risks.
Investors need to read the "Risk Factors" beginning on page 3
----------------------
<TABLE>
<CAPTION>
Per Unit Total
<S> <C> <C>
Public Offering Price ............................................................$1.00 $125,000
Estimated Selling Discounts and Commission - only
If brokers are used...........................................................$0.15 $ 18,750
Estimated Proceeds to digitalpreviews.com.........................................$0.85 $106,000(3)
</TABLE>
<PAGE>
(3) Digitalpreviews.com will receive no part of the proceeds from the sale of
the 60,000 separate shares.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of the prospectus. Any representation to the contrary is a
criminal offense.
The 60,000 separate shares were acquired by the selling security holders in
private placement transactions which were exempt from the registration and
prospectus delivery requirements of the Securities Act of 1933.
The selling securities holders may from time to time sell the separate shares on
any securities exchange or automated quotation system on which our common stock
may be listed on traded, in negotiated transactions or otherwise, at prices then
prevailing or related to the then correct market price or at negotiated prices.
The separate shares may be sold directly or through brokers or dealers. We note
that our common stock is not listed on any exchange or quotation system at the
present time.
There are no prior agreements for the purchase of these common stock units. If
all 125,000 units are not purchased, the offering will be cancelled and all
investor funds will be refunded without interest or deduction of any kind.
Digitalpreviews.com's President, David Shamy, will attempt to offer and sell all
of the units. He may use a registered broker dealer to assist him, although at
this time no such broker has been identified. If a broker-dealer is used, we
will allow a maximum commission of 15% on broker sales.
The 106,250 net proceeds to digitalpreviews.com shown above is before deduction
of offering expenses estimated at $30,000, including legal and accounting fees
and printing costs.
There is no public market for digitalpreviews.com common stock.
The Date of this prospectus is July ,2000
<PAGE>
PROSPECTUS SUMMARY
digitalpreviews.com
Digitalpreviews.com is a new Nevada corporation organized for the
purpose of producing and selling educational products designated to instruct the
novice internet user in the procedures for trading securities online. It will
produce an instruction system using audio cassettes and workbooks. It has no
operating history and its management has only limited experience in starting and
successfully developing a new company.
The Offering
Securities Offered 125,000 units consisting of 125,000 shares of
digitalpreviews.com common stock, 125,000 class A
warrants, and 125,000 class B warrants. 60,000
separate shares may also be sold from time to time by
selling security holders at prevailing prices or
prices negotiated by them.
Warrants The warrants each allow for the purchase of one share
of digitalpreviews.com common stock. The Class A
Warrants have a $2.50 per share exercise price, and
the Class B Warrants have a $5.00 exercise price. The
warrants will expire on December 31, 2003.
Use of Proceeds Net proceeds from this offering of $76,250 will be
used to develop and produce product, marketing
expenditures and salaries. The balance of the
proceeds will be used for general corporate purposes,
including working capital. We will not receive any
benefits from the proceeds from the sale of the
separate shares.
Suitability Your purchase of units may not exceed ten percent of
your net worth.
This offering
will expire This offering will close whenever all of the units
are sold, or on August 31, 2000, subject to an
extension at the sole discretion of
digitalpreviews.com for an additional 30 days.
<PAGE>
RISK FACTORS
Digitalpreviews.com's limited no way of knowing if any conflicts of
operating history increases the risk time will be resolved favorably to
of loss to investors. digitalpreviews.com. operations.
Digitalpreviews.com is at an Investors must rely on the services
early stage of development in its new of David Shamy for the success of
business strategy. It has no their investment.
significant assets and has just begun
to develop its products. Upon Digitalpreviews.com relies
completion of this offering it will exclusively on the expertise of its
still be uncertain as to whether we president David Shamy for the
can continue successfully development of product related to
implementing our business plan or online trading. The ability of
that we will ever operate profitably. digitalpreviews.com to develop
products that will be attractive to
If digitalpreviews.com does not the market place would be
obtain enough money to continue to significantly compromised if Mr.
operate, investors will lose their Shamy was either unable or unwilling
investment. to perform these responsibilities. We
do not carry key person life
With the exception of insurance with respect to Mr. Shamy
approximately $30,000 in equity nor do we have an employment
purchases from a few private agreement with him.
investors, we have no significant
assets or operating capital. Investors' money may be lost if
Digitalpreviews.com's auditors deem digitalpreviews.com's products are
us a going concern, being totally not accepted in the market place.
dependent upon receipt of the
proceeds of this offering to provide Digitalpreviews.com's
the working capital necessary to business plan is based upon the
continue the development of our assumption that the U.S. consumer
business plan. Even so, upon will be interested in education
successful completion of the materials related to internet online
offering, the working capital trading. We cannot determine with any
available to us will be limited. We accuracy the size of market for such
have no commitments for additional products or the market share
cash funding beyond the proceeds digitalpreviews.com will be able
expected to be received from this control. An investor's investment may
offering. In the event that the be lost if digitalpreviews.com is not
proceeds from this offering are not successful in obtaining acceptance of
sufficient to move us to internal its products into the market place.
funding and profitability, we may
need to seek additional financing If digitalpreviews.com does not
from commercial lenders or other develop a public trading market for
sources, including additional sales its common shares, it is unlikely
of equity, for which it presently has purchasers in the offering will be
no commitments or arrangements. able to liquidate their investments.
Additional financing may not be
available to digitalprevious.com on Following the offering, it
acceptable terms, if at all. is the intention of
digitalpreviews.com to seek a
If David Shamy spends too much time quotation on the OTC bulletin board
in his other pursuits the investors and to establish a public trading
may lose their investments. market for its common shares. If
digitalpreviews.com does not succeed
Mr. Shamy's primary business in developing a public trading
focus is presenting live seminars. market, an investor can only
Accordingly, the business pursuits of liquidate his or her investment
digitalpreviews.com will not likely through a private sale of the
be his central concern as it relates investors shares. Digitalpreviews.com
to time allocation among his various believes a private sale of its common
business interests. We presently have shares would be very difficult to
<PAGE>
arrange. Digitalpreviews.com believes the foreseeable future. The
that it will be able to obtain a classification of penny stock makes
quotation on the OTC bulletin board it more difficult for a broker-dealer
and to develop a public trading to sell the stock into a secondary
market for its common shares. market which makes it more difficult
However, digitalpreviews.com's for an investor to liquidate his or
success in accomplishing these her investment. Any broker-dealer
intentions cannot be assured. engaged by the investor for the
purpose of selling his or her shares
The investor is purchasing penny in digitalpreviews.com will be
stock which limits the ability of the subject to rules 15g-1 through 15g-10
investor to sell the stock. of the Securities and Exchange
Commission. Rather than creating a
The shares offered in this need to comply with those rules, some
offering constitute penny stock under broker-dealers will refuse to attempt
the Securities and Exchange Act. The to sell penny stock.
shares will remain penny stock for
<PAGE>
USE OF PROCEEDS
The uses of the proceeds available to digitalpreviews.com from the sale
of the units in this offering are estimated below, assuming that all of the
units are sold. There is no assurance that all of the units will be sold.
Digitalpreviews.com expects to use the net proceeds over the coming 12-month
period for general corporate purposes, primarily as outlined below.
Offering Expenses $ 35,000
including selling
discounts and commissions
if incurred
Development of initial 30,000
products
Working Capital 60,000
--------
Total $125,000
========
Estimated offering expenses include legal counsel fees and costs,
accounting fees and costs, printing costs, mailing and travel expenses, selling
discounts and commissions and related costs.
None of the officers, directors or their affiliates will receive any
personal financial gain from the proceeds of this offering except for
reimbursement for out-of-pocket offering expenses.
DETERMINATION OF OFFERING PRICE
The offering price of the selling shareholders' shares was calculated
pursuant to rule 457 (c) of Regulation C with a good faith estimate that the
price will be the same as the offering price for the 125,000 digitalpreviews
units.
Prior to this offering there has been no market for the common stock of
digitalpreviews.com, and digitalpreviews.com has had essentially no business
operations to date. The public offering price for the 125,000 units has been
determined arbitrarily by digitalpreviews.com's board of directors.
DILUTION
On March 31, 2000, digitalpreviews.com had a net book value of $22,974
or $0.021 per share (based on 1,110,000 shares outstanding). The net tangible
book value per share is equal to digitalpreviews.com's total tangible assets,
less its total liabilities and divided by its total number of shares of common
stock outstanding. After giving effect to the sale of the units at the public
offering price of $1.00 per unit and without the considering the possible
exercise of any warrants issued in the offering, after the application of the
estimated net offering proceeds, the net tangible book value of
digitalpreviews.com, as of March 31, 2000, would have been $112,974 or $0.092
per share. This represents an immediate increase in net tangible book value of
$0.071 per share to existing shareholders, and an immediate dilution of $0.908
per share to new investors purchasing units in this offering. The following
table illustrates the per share dilution in net tangible book value per share to
new investors:
<PAGE>
Public offering price per unit $1.00
Net tangible book value per share as of
March 31, 2000 $0.021
Increase per share attributed to
investors in this Offering $0.071
Net tangible book value per share as of
March 31, 2000, after this Offering $0.092
Net tangible book value dilution per
share to new investors $0.908
The information set forth above regarding dilution assumes the sale of
all units offered. If less than all units offered are purchased, those who do
invest in the offering will undergo even greater dilution of their investment
dollar than the amounts stated.
SELLING SECURITY HOLDERS
The following table sets forth the number of common shares which may be
offered for sale from time to time by the selling security holders. The shares
Offered offered for sale constitute all of the shares known to
digitalpreviews.com to be beneficially owned by the selling security holders.
None of the selling security holders has held any position or office with
digitalpreviews.com nor has any had a material relationship with
digitalpreviews.com other than being an investor.
Selling Security Holder Number of Shares Offered
----------------------- ------------------------
1. Kevin Shamy 10,000
2. Lyndon Shamy 10,000
3. Memory Improvement Systems, Inc.(1) 10,000
4. Lorenzo M. Spencer 10,000
5. DCINV, LLC(2) 10,000
6. Ron Hayes 10,000
(1) Memory Improvement Systems, Inc. is owned by Robert A. Kittell.
(2) DCINV, LLC is owned by David C. Craig and Leslie Craig, husband and wife.
Pursuant to agreements by which the selling security holders acquired
their shares, digitalpreviews.com agreed to use its best efforts to file a
Registration Statement for the resale of such shares and to use its best efforts
to cause such Registration Statement to be declared effective. Pursuant to those
agreements, digitalpreviews.com will pay all expenses in connection with the
registration and sale of the shares, except any selling commissions or discounts
allowable to sell the shares, fees, and disbursements of counsel and other
representatives of the selling security holders, and any stock transfer taxes
payable by reason of any sale.
PLAN OF DISTRIBUTION
Digitalpreviews.com is offering 125,000 units through its officers and
directors on a "best-efforts" basis at a purchase price of $1.00 per unit. The
offering is planned to be managed by digitalpreviews.com without any under
<PAGE>
writer, and without any underwriting discounts or sales commissions. The shares
will be offered and sold by digitalpreviews.com's officers and directors who
will receive no sales commissions or other compensation, except for
reimbursement of expenses actually incurred on behalf of digitalpreviews.com for
such activities. In connection with their efforts, they will rely on the "safe
harbor" provisions of Rule 3a4-1 of the Securities and Exchange Act of 1934 (the
"1934 Act"). Generally speaking, Rule 3a4-1 provides an exemption from the
broker/dealer registration requirements of the 1934 Act for associated persons
of an issuer. There is no minimum offering, therefore all subscriptions will be
paid directly to digitalpreviews.com upon receipt. No one, including
digitalpreviews.com has made any commitment to purchase any or all of the units.
Rather, the officers and directors will use their best efforts to find
purchasers for the units. Digitalpreviews.com cannot state how many units will
be sold.
Digitalpreviews.com anticipates making sale of the units to persons
whom it believes may be interested or who have contacted digitalpreviews.com
with interest in purchasing the securities. Digitalpreviews.com may sell units
to such persons if they reside in a state in which the units legally may be sold
and in which digitalpreviews.com is permitted to sell the units.
Digitalpreviews.com is not obligated to sell units to any such persons.
Digitalpreviews.com has established no minimum offering amount and no
escrow of investor money pending a certain minimum number of shares being sold.
Each subscription for shares in this offering that is accepted by
digitalpreviews.com will be credited immediately to the cash accounts of
digitalpreviews.com and such investor funds may be spent by digitalpreviews.com
without any waiting period or other contingency.
No person has been authorized to give any information or to make any
representations in connection with this offering other than those contained in
this prospectus and if given or made, that information representations must not
be relied on as having been authorized by digitalpreviews.com. This prospectus
is not an offer to sell or a solicitation of an offer to buy any of the
securities it offers to any person in any jurisdiction in which that offer or
solicitation is unlawful. Neither the delivery of this prospectus nor any sale
hereunder shall under any circumstances, create any implication that the
information in this prospectus is correct as of any date later than the date of
this prospectus.
The units have not been registered in any state except Utah and may
only be offered or traded in such other states pursuant to an exemption from
registration.
Purchasers of units either in this offering or in any subsequent
trading market which may develop must be residents of states in which the
securities are registered or exempt from registration. Some of the exemptions
are self-executing, that is to say that there are no notice or filing
requirements, and compliance with the conditions of the exemption render the
exemption applicable.
The Selling stockholders may from time to time sell all or a portion of
their shares in the over-the-counter market, or on any other national securities
exchange on which the common stock is or becomes listed or traded, in negotiated
transactions or otherwise, at prices then prevailing or related to the then
current market price or at negotiated prices. The Shares will not be sold in an
underwritten public offering. The Shares may be sold directly or through brokers
or dealers. The methods by which the Shares may be sold include: (a) a block
trade (which may involve crosses) in which the broker or dealer so engaged will
attempt to sell the securities as agent but may position and resell a portion of
the block as principal to facilitate the transaction; (b) purchases by a broker
or dealer as principal and resale by such broker or dealer for its account
pursuant to this Prospectus; (c) ordinary brokerage transactions and
transactions in which the broker solicits purchasers; and (d) privately selling
<PAGE>
stockholders may arrange for other brokers or dealers to participate. Brokers or
dealers may receive commissions or discounts from selling stockholders (or, if
any such broker-dealer acts as agent for the purchaser of such shares, from such
purchaser) in amounts to be negotiated which are not expected to exceed those
customary in the types of transactions involved. Broker-dealers may agree with
the Selling Stockholders to sell a specified number of such shares at a
stipulated price per share, and, to the extent such purchase as principal any
unsold shares at the price required to fulfill the broker-dealer commitment to
such Selling Stockholder. Broker-dealers who acquire shares as principal may
thereafter resell such shares from time to time in transactions (which may
involve crosses and block transactions and sales to and through other
broker-dealers (including transactions of the nature described above) in the
over-the-counter market or otherwise at prices and on terms then prevailing at
the time of sale, at prices then related to the then-current market price or in
negotiated transactions and`, in connection with such re-sales, may pay to or
receive from the purchasers of such shares commissions as described above.
In connection with the distribution of the Shares, the Selling
Stockholders may enter into hedging transactions with broker-dealers. In
connection with such transactions, broker-dealers may engage in short sales of
the shares in the course of hedging the positions they assume with the selling
stockholders. The selling stockholders may also sell the shares short and
redeliver the shares to close out the short positions. The selling stockholders
may also loan or pledge the shares to a broker-dealer and the broker-dealer may
sell the shares so loaned or upon a default the broker-dealer may effect sales
of the pledged shares. In addition to the foregoing, the selling stockholders
may enter into, from time to time, other types of hedging transactions.
The selling stockholders and any broker-dealers participating in the
distributions of the Shares may be deemed to be "underwriters" within the
meaning of Section 2(11) of the 1933 Act and any profit on the sale of shares by
the selling stockholders and any commissions or discounts given to any such
broker-dealer may be deemed to be underwriting commissions or discounts under
the 1933 Act. The shares may also be sold pursuant to Rule 144 under the 1933
Act beginning one year after the shares were issued.
We have filed the registration statement, or which this prospectus
forms a part, with respect to the sale of the shares. There can be no assurance
that the Selling Stockholders will sell any or all of the shares they desire to
sell, or that we will sell any of the share we desire to sell.
Under the Securities Exchange Act of 1934 ("Exchange Act") and the
regulations thereunder, any person engaged in a distribution of the shares
offered by this Prospectus may not simultaneously engage in market making
activities with respect to the common stock of the Company during the applicable
"cooling off" periods prior to the commencement of such distribution. IN
addition, and without limiting the foregoing, the selling Stockholders will be
subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder, which provisions may limit the timing of purchases and
sales of common stock by the Selling Stockholders. We will pay all of the
expenses incident to the offering and sale of the Shares, other than
commissions, discounts and fees of underwriters, dealers, or agents.
We have advised the selling stockholders that, during such time as they
may be engaged in a distribution of any of the shares we are registering by this
Registration Statement, they are required to comply with Regulation M
promulgated under the Securities Exchange Act of 1934. In general, Regulation M
precludes any Selling Stockholder, any affiliated purchasers and any
broker-dealer or other person who participates in such distribution from bidding
for or purchasing, or attempting to induce any person to bid for or purchase,
any security which is the subject of the distribution until the entire
distribution is complete. Regulation M defines a "distribution" as an offering
of securities that is distinguished from ordinary trading activities by the
magnitude of the offering and the presence of special selling efforts and
selling methods. Regulation M also defines a "distribution participant" as an
underwriter, prospective underwriter, broker, dealer, or other person who has
agreed to participate or who is participating in a distribution.
<PAGE>
Regulation M prohibits any bids or purchases made in order to stabilize
the price of a security in connection with the distribution of that security,
except as specifically permitted by Rule 104 of Regulation M. These stabilizing
transactions may cause the price of the common stock to be higher than it would
otherwise be in the absence of those transactions. We have advised the Selling
Stockholders that stabilizing transactions permitted by Regulation M allow bids
to purchase our common stock so long as the stabilizing bids do not exceed a
specified maximum, and that Regulation M specifically prohibits stabilizing that
is the result of fraudulent, manipulative, or deceptive practices. Selling
Stockholders and distribution participants will be required to consult with
their own legal counsel to ensure compliance with Regulation M.
It should be noted that notwithstanding any of the foregoing discussion
in this section on plan of distribution, at the present time the common shares
of digitalpreviews are not listed on any exchange or quoting service nor does
any public market exist for the shares. It remains uncertain at the present time
whether this offering will create a public market for the common shares.
LEGAL PROCEEDINGS
As of the date of this prospectus, there is no pending or threatened litigation
involving digitalpreviews.
MANAGEMENT OF digitalpreviews.com
The following person is the current executive officer and director of
digitalpreviews.com:
NAME AGE POSITION
David Shamy 47 President, Secretary and Director
Directors are elected by the shareholders annually.
David Shamy
David Shamy has been teaching real estate investment, tax strategies,
business training, small business start-up, and motivational seminars for more
than 20 years. One of America's most popular and highly compensated speakers,
David has given more than 7800 lectures in more than 500 cities and 4 countries.
Over 1,000,000 people across the United States and around the world have enjoyed
his humorous and uplifting style of teaching. David is gifted with the ability
to make complex subjects entertaining and understandable. He has been a licensed
real estate broker since 1981 and has founded a publishing company, a craft and
import company and several entrepreneurial start-up companies. He became a
millionaire in 1984 using investment strategies that he teaches. David has been
continuously invested in the Wall Street equity markets since 1985. As both a
conservative investor by nature and a natural student he has amassed a lifetime
of investing experience in the last 15 years. Because of his early adoption of
Internet investing, David has developed a unique knowledge of the special
opportunities that are now available to investors through of the availability of
information, research and trading opportunities on the Web. David was named to
the Who's Who list of Global Business Leaders in 1994 and given an honorary
Masters Degree in Real Estate Investing by Meta Institute in 1995.
PRINCIPAL SHAREHOLDERS
The following table shows the beneficial ownership of
digitalpreviews.com common stock as of March 31, 2000, for (i) each shareholder
<PAGE>
owning beneficially 5% or more of the outstanding shares of its common stock;
(ii) each director; and (iii) all directors and executive officers as a group.
We believe these beneficial owners, based on information they have furnished,
have sole investment and voting power with respect to their shares.
<TABLE>
<CAPTION>
Name Class of Security Before the Offering After the Offering(1)
---- ----------------- ------------------- ---------------------
(Percent of class) (Percent of class)
<S> <C> <C> <C>
David Shamy Common Stock 1,000,000 (90%) 1,000,000 (67%)
---------
All directors and executive
officers as a group (1 person) Common Stock 1,000,000 (90%) 1,000,000 (67%)
---------
</TABLE>
------------------------
(1) Assumes all 125,000 units from the offering are sold and that all
warrants in the units are exercised.
DESCRIPTION OF THE SECURITIES OF digitalpreviews.com
Common Stock
The authorized common stock of digitalpreviews.com consists of
50,000,000 shares, with each share having a par value of $0.001 (the "common
stock" or "common shares" or "shares"), of which 1,110,000 shares were issued
and outstanding on March 31, 2000. There were 8 holders of the common stock as
of March 31, 2000.
Holders of the common stock are entitled to one vote per share on all
matters submitted to a vote of shareholders of digitalpreviews.com and may not
cumulate votes for the election of directors. Holders of the common stock have
the right to receive dividends when, as, and if declared by the board of
directors from funds legally available therefor. Upon liquidation of
digitalpreviews.com, holders of the common stock are entitled to share pro rata
in any assets available for distribution to shareholders after payment of all
obligations of digitalpreviews.com. Holders of common stock have no preemptive
rights and have no rights to convert their common stock into any other
securities. All shares of common stock have equal rights and preferences. All
shares of common stock now outstanding are fully paid for and non-assessable.
Digitalpreviews.com has never paid a cash dividend on the common stock.
Digitalpreviews.com currently intends to retain all earnings, if any, to
increase the capital of digitalpreviews.com to effect planned expansion
activities and to pay dividends only when it is prudent to do so and
digitalpreviews.com's performance justifies such action. Holders of common stock
are entitled to receive dividends out of funds legally available therefor when,
as and if declared by digitalpreviews.com's board of directors.
Other Securities
Digitalpreviews.com also has 5,000,000 shares of preferred stock
authorized, with each preferred share having a par value of $0.001. The
preferred shares may be issued in series, with such designations, preferences,
stated values, rights, qualifications or limitations as determined by the board
of directors of digitalpreviews.com. There are no preferred shared issued or
outstanding at the present time.
<PAGE>
INTEREST OF NAMED EXPERTS AND COUNSEL
No "expert" as that term is defined pursuant to section 228.509(a) of
Regulation S-B, or digitalpreview's counsel as that term is defined pursuant to
section 228.509 (b) of Regulation S-B was hired on a contingent basis, or will
receive a direct or indirect interest in digitalpreviews through the offering or
was a promoter, underwriter, voting trustee, director, officer, or employee of
digitalpreviews at any time prior to the filing of this registration statement.
DISCLOSURE OF COMMSSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Digitalpreview's articles of incorporation provide that digitalpreviews
will indemnify an officer, director, or former officer or director, to the full
extent permitted by law. This could include indemnification for liabilities
under securities laws enacted for shareholder protection.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the small business issuer of expenses incurred or paid by a director, officer or
controlling person of the small business issuer in the successful defense of any
action, suit or proceeding) is asserted by such director, officer, or
controlling person in connection with the securities being registered, the small
business issuer will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
ORGANIZATION WITHIN LAST FIVE YEARS
David Shamy was the promoter of digitalpreviews. During March, 1999,
Mr. Shamy was issued 1,000,000 common shares in exchange for $1,000. During
December, 1999, Mr. Shamy was issued 1,000,000 common shares in exchange for
$5,000. On March 31, 2000, Mr. Shamy contributed 1,000,000 common shares back to
digitalpreviews for cancellation.
DESCRIPTION OF BUSINESS
History
Dialaclass.com, Inc., a Nevada corporation ("dialaclass"), was
organized under the laws of the state of Nevada on March 26, 1999.
Digitalpreviews.com, a Nevada corporation ("digitalpreviews"), and the
registrant herein, was organized under the laws of the state of Nevada on
November 5, 1999. On March 31, 2000, a reorganization was consummated between
dialaclass and digitalpreviews, whereby dialaclass became the holy owned
subsidiary of digitalpreviews. In the reorganization, Mr. David Shamy
contributed 1,000,000 shares of common stock of dialaclass back to dialaclass
for cancellation. The remaining dialaclass shareholders received one share of
common stock in digitalpreviews for each share of dialaclass common stock which
they have held previously. The current business of digitalpreviews as described
below consists of all business activities of digitalpreviews and any business
activity of its holy owned subsidiary of dialaclass.
<PAGE>
Concept
Reporting on the dynamic growth in online trading, Business Week
Magazine observed that, for the common person, investing in the stock market
through online brokerage accounts was the most powerful money making opportunity
on the Internet. In just a few short years, online trading grew from a handful
of investors and 2 or 3 online brokerage firms to more than 6 million online
investors and more than 100 brokerage firms this year. These figures may be
conservative since the Internet has made investing in US equity markets
available to investors worldwide. Many of these online investors are either new
to the equity markets or to use of the Internet. With these facts in mind,
digitalpreviews.com is creating an educational system that introduces online
investing to the beginner - online.
Digitalpreviews.com develops and distributes educational tools targeted
to the Internet-connected consumer and online investor markets.
Digitalpreviews.com provides effective, affordable, and portable educational
solutions for the millions of small investors throughout the world --
individuals that may otherwise be intimidated by the cost, time or technology
involved in establishing a baseline level of expertise in managing their
portfolio or finances on the Web. Through Digitalpreviews.com's unique branding
strategy, marketing efforts, and distribution systems, the underserved small
investor market will utilize digitalpreviews.com as their educational entry
point to online investing and banking. All courses are covered by a "no
questions asked" 100% money-back guarantee of satisfaction, and all ancillary
products and services (offered by affiliated vendors) are cancelable.
Digitalpreviews.com's proprietary product is educational content --
pre-packaged courses consisting of professionally recorded audio and expertly
written text manuals on Internet- and investor-related subjects complete with
self-testing provisions. The materials are available in either a printed or a
digital format, the former consisting of multiple audiotapes presented in a
vinyl slipcase complete with a printed manual; and the later available as a
downloadable version from the digitalpreviews.com Website. For its digital
version, digitalpreviews.com uses a combination of reliable and simple-to-use
Internet technologies including MP3 for digital audio, Adobe PDF for text, and
DHTML for interactive testing (see technology section below). The "printed"
materials are normally distributed at the wholesale level to seminar-based
education companies specializing in "classroom" type training who re-sell the
courses as an adjunct to Internet and investment seminars. Digital (and printed)
versions of each course are available at on the Website and the distribution
technology is easily employed even by novice users.
In addition to proprietary educational content, digitalpreviews.com
packages Internet management tools and companion products or trial versions of
services offered by strategically-aligned companies and advertisers. For
example, digitalpreviews.com's premier product, "The Beginners Guide To
CyberInvesting" includes a portfolio management system developed for Internet
investing with links to Internet investment sites, special savings certificates
for opening a brokerage account (from selected electronic brokerage companies),
a 6-month subscription to the online version of Howard Ruff's legendary
RuffTimes newsletter (a $169 value) and a one year membership in One World
Online (a $24.95 value). In additional to packaged services, digitalpreviews.com
also selectively markets higher-priced follow up seminar-based training, ISP
services, subscription-based Internet investing information services, and
investor newsletter subscriptions to its existing customer base.
Operations Model
The operating model follows two basic concepts: First, it is designed
to be scalable, allowing digitalpreviews.com to expand quickly to penetrate the
targeted wholesale market without heavy investment in infrastructure.
Digitalpreviews.com conventionally produces and distributes its educational
products (i.e., cassettes, binders, printed materials, etc.) on a "just-in-time"
<PAGE>
basis to meet customer order requirements. Digitalpreviews.com's use of in-house
telemarketing, client support systems, electronic vendor ordering systems, and
billing through server-based software enhances this scalability. Essentially,
digitalpreviews.com produces only enough product to meet current demand. Second,
the retail side of the operations model is designed to be very efficient,
allowing digitalpreviews.com to remain highly competitive in the rapidly
developing Internet market it serves. The majority of digitalpreviews.com's
product is distributed digitally so digitalpreviews.com incurs no product costs
(i.e., no cassette duplication, slipcases, ring binders, printing, or packaging)
or distribution costs (i.e., receiving, handling, boxing, labeling, or
shipping). Digitalpreviews.com can concentrate on marketing knowing that costs
are associated only with Website hosting and merchant account fees (except for
the cost of production of the original content).
Digitalpreviews.com's goal is to become the leading provider of
affordable Internet-based education solutions to small investors, building on a
core curriculum. To achieve this objective, digitalpreviews.com will provide a
comprehensive suite of tools to put small investors online and keep them there.
The key elements of the operations strategy are:
o Aggressively Add New Clients - Digitalpreviews.com intends to continue
adding new wholesale clients using a focused in-house telemarketing
operation to contact educational seminar businesses directly. Retail
clients will be added through more conventional advertising and
Internet marketing strategies.
o Add New Services - Digitalpreviews.com will seek to establish alliances
with Internet partners or national organizations serving small
investors to extend service offerings. Digitalpreviews.com will also
consider acquisitions and strategic alliances. Each line extension adds
a profit center with low associated costs.
o Offer Superior Client Service - The approach is designed to alleviate
any intimidation small investors may feel about the cost, time or
technology involved in establishing an Internet trading account.
o Offer Client Support - Digitalpreviews.com will strive to continuously
increase client service and support efforts. Support representatives,
including help desk personnel, are available between 8:00 a.m. and 5:00
p.m. (Eastern Standard Time), Monday through Friday. Support
representatives will be trained and operate in-house with online access
to the client and customer database
o Web-based - Digitalpreviews.com will have background information,
course materials, and interactive testing (with automated scoring)
available on its Website, together with consumer-oriented information
and content related to Internet investing. The site will also promote
local investment seminars and accept reservations and payments too.
Through the use of specialized technology, consumers will be able to
listen to sample audio course tracks and to purchase courses for
immediate download or regular shipment. The Website will furnish all
software, "plug-in", and guidance necessary for consumers to utilize
the digital distribution method and save money on course materials. The
site will also feature merchandise including CD burners, digital audio
players, and other products from allied vendors.
Technology
Digital audio and the Internet has changed the way consumers listen to
and purchase music, and the way music is produced and distributed. Digital audio
is also changing the way consumers can listen to and purchase spoken word audio
<PAGE>
and educational materials. Using the MP3 format (see below), digitalpreviews.com
will be one of the first education companies to distribute its spokenword audio
education courses digitally via the Internet. This means that no cassettes or
CDs have to be recorded and labeled, no packaging or printing is required, and
there is no handling, or shipping costs. Twenty-four hours a day, consumers
worldwide can listen to a sample of the course, then purchase it for immediate
download. In a few minutes they can be involved in the learning process --
without waiting for a package to arrive. Instant delivery via the Internet with
no human intervention!
"Audio is distinguished from other products, because you can not only market and
sell it online ... you can actually deliver it, instantly, through the very same
channel." - Hillary Rosen, president of the RIAA
By today's estimates, MP3 is the most popular audio format on the
Internet, due largely to its non-proprietary (meaning that it isn't owned by any
one company, making it attractive for many companies to support) compression
algorithms and exceptional sound quality. MP3 is an open-standard
(non-proprietary) format for compressing audio files to a fraction (1/10th) of
their original size for quick transmission over the Internet with little loss of
quality from the digital master (MP3 files are noted for their near CD-like
quality). The programs (software) needed to make and play MP3 files are
available to anyone -- and most are free. All that is required to get into MP3
is a Pentium-level personal computer with sound capability, audio speakers, and
an Internet connection for downloading. Because a computer controls the process,
songs and speech are treated like any other kind of data -- infinitely storable,
organizable, and categorizable (on hard drive). Typical MP3 and digital audio
management software can create "playlists" of groups of songs and display album
names, title tracks, and, in some cases, lyrics and album notes. Once the
material is in the computer, listeners can play the audio directly through the
computer system or external amplifier and speaker system; download hours of
audio to portable devices such as Diamond Multimedia's RIO MP3 player, or "burn"
a CD for use in conventional CD players using conversion software and CD
recording hardware.
"MP3 recordings uploaded on the Internet have the same distribution power as any
multinational corporation in the world" - Jeff Price, general manager of New
York-based SpinART
Consumer Use - Consumers worldwide can first find out about
digitalpreviews.com and the course on the digitalpreviews.com Website, sample
the program content via "audio clips", then proceed to purchase the course and
immediately download it to their computer (both audio and text components of the
course). Once the course files are downloaded, consumers can listen to course
audio directly from their computer, "burn" a CD version to play in the car, or
use a "digital audio player" to take the course with them wherever they go.
Consumers can also print out the "course manual" complete with cover art if they
want a "hard copy" version. Consumers with access to cable modems or other
high-speed telecom connections will be able to download an entire course in as
little as three minutes (typically 10 minutes for using a 56K modem connection),
which can be transferred to a recordable CD in about 10 minutes in the
convenience of the consumer's home.
"More than 10 million MP3 players have been downloaded, allowing the playback of
MP3 files on personal computers or portable MP3 players such as the Rio. The
number of consumers downloading MP3 music is expected to double by the end of
1999". - Steve Devick, CEO of Platinum Entertainment (NASDAQ: PTET)
Current Service Offerings
Digitalpreviews.com's educational courses are focused on establishing
an Investor's account on the Internet and providing a baseline education about
self-managed investments. Presently, digitalpreviews.com is pursuing the
<PAGE>
completion of a project, started in the Spring of 1998, to provide basic
knowledge to the beginner investor or beginner Internet user, on how to get
started investing in the U.S. equity markets using the Internet and an online
stock brokerage account.
Title - The course is titled: "The Beginners Guide To CyberInvesting"
and is sub-titled: "Online Investing For The Internet Impaired".
Product - To achieve a high listener approval, 6-hours of
professionally recorded audio instruction will be provided in an
entertaining yet informative format. Course materials also include a
200+ page manual that provides a basic overview of how to buy and sell
stocks (the manual includes information on how to get started online
and will contain a glossary of terms that will make it a valuable
manual for ongoing reference), and a portfolio management system
developed for Internet investing with links to Internet investment
sites. Special savings certificates for opening a brokerage account are
also included along with a 6-month subscription to the online version
of Howard Ruff's legendary RuffTimes newsletter (a $169 value) and a
one-year membership in One World Online (a $24.95 value). The course is
available in a print or electronic version and is covered by a 100%
money-back guarantee of satisfaction, no questions asked.
o Print Version - The printed version features 1 cassette binder
with 6 tapes up to 1 hour each, a 3-ring binder with a 200+ page
off-set printed manual with color cover insert, and a CD-Rom
version of the portfolio management system.
o Electronic Version - The course and portfolio management system is
available online in a computer downloadable format using MP3
compression technology. Internet users also get a printable
version of the manual with color cover insert.
Hosts - The course is hosted by David and Sharon Shamy (the book
authors) plus a celebrity host. Presently, Jonathan Frakes, Commander
Riker from Star Trek The Next Generation, is being considered, as is
Peter Graves of Mission Impossible and A&E's Biography fame. In any
event, digitalpreviews.com will ultimately end up with a recognizable
face with financial credibility.
Pricing - The manufacturer's suggested retail (MSR) price will be $199
to $499. Wholesale Pricing will be based on purchase quantity: 1 to 9
units @$149, 10 to 49 units @ $99, 50 to 99 units @$55, 100 to 499
units @ $45, and 500 units or more @ $ 35. Estimated unit cost for
printed versions will be $12 to $15 dollars depending on volume.
Marketing
Digitalpreviews.com's marketing strategy employs different methods to
attract end-users. Course materials are available at the wholesales level and
retail level and digitalpreviews.com also provides support for all levels of
Internet expertise from beginner to experienced user.
The June Las Vegas "Money Show"--an extravaganza for average investors
featuring such speakers as Louis Rukeyser and Elaine Garzarelli--was
held at Bally's casino. The "Online Investing Goes Mainstream," theme
attracted the largest crowd ever--over 10,000 attendees.
Wholesale
Digitalpreviews.com's product is re-sold at financial seminars by
educational firm clients who purchase the packaged materials at wholesale from
digitalpreviews.com. Digitalpreviews.com's Internet investment seminar producers
<PAGE>
solicit clients directly through in-house telemarketing and encourages them to
use the digitalpreviews.com programs as a strategic business tool and additional
profit center.
o Telemarketing - Direct telemarketing can prove to be highly
successful in acquiring new seminar clients. Expanded in-house
telemarketing is an easily scalable function that also provides
digitalpreviews.com with the ability to test-market new offerings
or pricing structures and obtain real-time results to measure the
effectiveness of offerings or promotions.
o Strategic Alliances - Digitalpreviews.com develops strategic
alliances with other e-commerce, investment, and educational
company to re-market, cross promote, and incentive package
investor and Internet courses.
Retail
Many small Investors are intimidated by the cost, time and technology
involved in establishing an online investment account. Management believes that
these investors are largely underserved by our competitors in the educational
services market. We target these small investors and make it easy and affordable
for them to effectively use the Internet as a powerful investment and financial
tool. Once we have established a relationship with these consumers, we believe
we can introduce them to more advanced on-line investment and financial
solutions. As they need new technology to participate in commerce and portfolio
management in an online world, digitalpreviews.com will serve as their complete
Internet solutions provider.
o Conventional Marketing - In house marketing will include
mailing, radio and strategic Internet placement with telemarketing
support.
o Web Presence - We also believe that in the future we will
attract new clients through our Web presence. Our Website
advertises our products and enables potential clients to complete
a Web-based application for an online trading account at several
of the leading services. We offer this ability for more
technologically advanced small Investor that may be already using
the Internet, but our main marketing efforts will continue to
target small investors through seminar affiliates. In an effort to
enhance our nationwide presence, digitalpreviews.com intends to
explore alliances with Web portals or other Web sites, as well as
service providers that cater to the small Investor marketplace. We
expect that any of these alliances would be of varying natures and
terms and could involve commission arrangements, wholesale
purchases of our services for resale, private branding of our
services or the exchange of our services for promotional or other
services. Additionally, we will use moderate amounts of
non-Web-based media, such as print publication, radio and direct
mail advertising, to develop nationwide awareness of
digitalpreviews.com as an Internet-based education provider for
small investors.
MARKET
Market Opportunity
The Internet is an increasingly significant global medium for
communications, information and online commerce. Almost 80 million adults are
accessing the Internet according to a 1999 study by IntelliQuest Research, a
market research firm focusing on the Internet and technology. Although the
Internet began as an informational tool, increased access to the Internet is
leading to more commercial uses. According to IntelliQuest, 60% of Internet
users have shopped online and 20% have purchased products.
<PAGE>
Increasingly, investors are also turning to the Web. Fortune Magazine (December
20, 1999) reports that there are now more than 6.9 million online investors and
more than 150 online brokerage firms. According to Gomez Advisors, the number of
online brokerage accounts in the USA has more than doubled since 1997. Analysts
for Credit Suisse First Boston Corp. indicate that more than 7 million online
accounts have been opened - 20 percent of all brokerage accounts - and that
percentage is expected to double in two years. According to BancBoston, Internet
trading now accounts for close to 40% of all retail transactions and about half
a million trades a day. In a study for Dow Jones Newswires, J.D. Power and
Associates reported that thirty-four percent of investors with portfolios over
$100,000 traded online in the past year.
Just examining new online brokerage accounts gives analysis an excellent idea of
just how fast this market is growing. E*Trade, the second-largest online broker,
signed up 85,000 new customers in the second quarter of 1999, bringing it to a
total of 540,000--up from 20,000 in 1995. Two million Charles Schwab customers
have online accounts, up from 336,000 three years ago. They now account for the
majority of Schwab's total trading business. By some estimates, 21 million
people will have online accounts by 2003.
Over the next four years, frequent traders will diminish as a share of new
online customers.
<TABLE>
<CAPTION>
Investors Net Worth Trades Per Yr. 1999 2203
---------------------------------------- ----------------------- ---------------------- ----------------------- --------------
<S> <C> <C> <C> <C>
Affluent Traders $323,000 9.9 27% 8%
Young Traders $38,000 9.9 26% 3%
Middle Class Investors $49,000 0.7 25% 53%
Affluent Investors $363 2.8 22% 36%
---------------------------------------- ----------------------- ---------------------- ----------------------- --------------
</TABLE>
Source: Fortune/Forrester Research
The market for providing Internet-based solutions to small investors is strong.
Digitalpreviews.com is well-positioned to capitalize on the growth in Internet
usage by small investors due to Digitalpreviews.com's focused marketing efforts
on publishing, cost-efficient design and development capabilities and our
affordable and easy-to-use programs.
COMPETITORS
Competition
Digitalpreviews.com believes that its marketing efforts, low cost of
distribution (both physical and electronic), and content development
capabilities represent significant competitive advantages that will be key
factors in the rapid growth of its client base. The core business is designing
and distributing educational programs for online and Internet-based investing
and financial services. Management believes that digitalpreviews.com can be one
of the most effective publishing and educational e-commerce providers serving
the small investors market. In the future, digitalpreviews.com intends to offer
more advanced Internet education solutions. Digitalpreviews.com has few direct
competitors, but indirect competition is plentiful and the Internet services
industry is highly competitive, fragmented and evolving every day. It is
important to realize that the market is changing quickly and new companies are
constantly entering the Internet market that have significantly greater
financial resources. Digitalpreviews.com must also be concerned with portal
companies who could integrate investor educational services and a digital
distribution channel, presenting a serious threat to our business. Any
educational company could expand their offerings and become more directly
competitive with us at any time.
<PAGE>
Our competitive advantage is that we focus our efforts on the underserved small
investor market. Management believes that the primary competitive factors
determining success in this market are the ability to grow without compromising
reliability or service, creative marketing, effective client support or
geographic coverage. Other important factors include the timing of introductions
of new offerings and industry and general economic trends. Management cannot
make assurances that digitalpreviews.com will be able to compete successfully
against current or future competitors, however early establishment of brand
identity should thwart increased competition in the industry and limit any
significant pricing pressure.
Of all competitors, recently published online investing guides represent the
strongest self-help alternative to seminars for new investors (source: Business
Week - May 24, 1999)
Investing Online for Dummies, 2nd Edition (Sindell) is full of solid advice
and helpful Web hints including information on financial planning, choosing
mutual funds and stocks, and portfolio tracking. The book even includes a
helpful section on bonds, a subject too often ignored by writers and
investors.
The Complete Idiot's Guide to Online Investing (Gerlach), best suited for
beginners to both the Web and investing, covers everything from budgeting
to portfolio management, but adds advice on taxes and specific savings
goals. Recommended Websites include two of the author's own:
www.investorama.com and www.armchairmillionaire.com.
Getting Started in Online Investing (Brown and Bentley) catalogs Websites
including those related to the authors: Wall Street City
(www.wallstreetcity.com), and CyberInvest.com (www.cyberinvest.com).
The Electronic Day Trader and the Electronic Day Traders' Secrets
(Friedfertig and West) are best-selling books. The later consists of 13
interviews with "successful" day traders--all of whom just happen to have
taken a day-trading course with West or used Friedfertig's brokerage firm,
Broadway Trading in New York.
The Day Trader: From the Pit to the PC, is written by a bona fide
authority, Lewis J. Borsellino, a longtime Standard & Poor's futures day
trader, with Patricia Commins.
CURRENT POSITION
Infrastructure
The computer network infrastructure is based upon a Windows NT
platform. Internet infrastructure is provided by outsourced Internet Service
Providers fully capable of delivering reliable service, speed and scalability.
Intellectual Property Rights
Although we believe our success is more dependent on our technical,
marketing and client service expertise than our proprietary rights, we also
value our proprietary rights. We rely on a combination of copyright, trademark
and trade secret laws for protection of our educational materials, packaging,
and digital distribution systems. Federal trademark registration is pending for
digitalpreviews.com. We will have confidentiality and assignment of invention
agreements with all of our employees that provide that we own all
business-related inventions, improvements, ideas generated, conceived or reduced
to practice by our employees. The steps we have taken may not be adequate to
prevent misappropriation of our technology or our competitors may independently
<PAGE>
develop technologies that are substantially equivalent or superior to our
technology.
Pre-Sales
Digitalpreviews.com has pre-sold the first course to several successful
seminar and marketing companies as an additional product for them to carry. One
of the companies is currently training over a thousand new Internet investors
each month. These preliminary marketing alliances provide digitalpreviews.com
with a base of sales and cash flow prior to any of our own marketing efforts
without any additional risk or investment. The profit per unit will be much
higher on in-house sales with a corresponding increase in risk. Numerous other
seminar companies are entering the Internet investing market and are looking for
products to add to their inventory.
o Online Investors Advantage(1) - A strategic relationship with Online
Investors Advantage (www.i-advantage.com) is already in motion. OIA
does preview seminars throughout the USA, Australia and New Zealand.
OIA is a wholly owned subsidiary of a publicly traded Internet holding
company, Ziasun, Inc. (stock symbol: ZSUN) OIA sells a 2 day
cyber-investing workshop taught by stock market experts and operates an
online stock research web site powered by Telescan. Our relationship
with OIA will allow a wholesale outlet for our product and provide a
back end revenue source in selling their two-day workshop (retail
$3995) to purchasers of our product obtained through sources other than
OIA.
o Other Seminar Companies - Additional wholesale outlets include at least
three other seminar companies currently doing internet seminars of one
kind or another, who do not have a cyber investing product to market to
their attendees.
Retail Sales
Any direct marketing efforts will be considered based on cost, risk and
analysis of the profitability of the wholesale rollout.
Strategic Partnerships
Strategic partnerships are being pursued with high visibility online
brokerage firms to add value to the package and to add a revenue sources to
digitalpreviews.com.
REVENUE SOURCES / CORE EXPENDATURES
Revenue Sources
Once operational, digitalpreviews.com will generate certain
transactional revenues from course sales (wholesale and retail) as well as
additional products and services furnished by affiliated vendors.
--------------------
(1) David Shamy currently speaks for Online Investors Advantage as a preview
speaker. He has a non-compete agreement with them, which expressly excludes this
product with approval from their CEO of the content. We see this strategic
alliance as a key player to future profits and their approval as only a helpful
formality.
<PAGE>
o Wholesale product sales - Most seminar companies will move to the
highest volume discount to preserve retail profits for themselves (the
smallest of companies see thousands of people per month).
o Back end sales of the OIA workshop - OIA currently close an average of
20% of their free preview attendees on their 2-day workshop when
discounting their seminar price to $2995. Since digitalpreviews.com
leads will have already purchased an online investing set, management
assumes that telemarketing efforts would produce similar, if not
better, results. Negotiations, which are not yet complete, indicate
that OAI is willing to share 50% of the sale. Telemarketing would be
contracted out with a traditional percentage (usually 50%) of revenue
going to the telemarketers.
o Brokerage Accounts - Strategic brokerage relationships will provide
additional revenue when digitalpreviews.com purchasers use enclosed
certificates to open their brokerage accounts. Our goal is to get a
referral fee of at least $100 per sign-up.
o Retail Sales - Digitalpreviews.com will develop a retail sales channel
featuring the digital distribution of its product. As a result greater
revenues will be achieved without adding significant costs.
Core Expenditures - Digitalpreviews.com will incur certain core expenditures
prior to revenue generating operations.
o Course Production Costs - The premier course, developed by David and
Sharon Shamy in manual form, must now be professionally scripted and
recorded onto a digital master. Consumer packaging and other initial
production costs must also be incurred.
o Website Production Costs - Development costs for the
digitalpreviews.com Website will include electronic commerce, audio
sampling, and interactive testing capability, together with MP3
software and file distribution provisions.
Government Regulations
Digitalpreviews.com's business is subject to regulation under federal
and state law applicable to consumer protection. Management believes that it is
in substantial compliance with all of the foregoing federal and state laws and
the regulations promulgated thereunder. Any claim that digitalpreviews.com is
not in compliance either now or in the future could result in judgments or
consent agreements that required digitalpreviews.com to modify its marketing
program. In the worst cases, enforcement of fraud laws can result in forcing a
business to close and to subject the business and its management and employees
to be subject to criminal prosecution and civil damage actions.
Employees
As of March 31, 2000, digitalpreviews.com has no employees other than
management who serve on an as needed basis.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results
Digitalpreviews.com is a new enterprise and a development stage
company. It has no revenues to date. Digitalpreviews.com anticipates becoming
profitable in 2000, although there can be no assurance of this result.
Business Plan Progress
The information in this prospectus other than historical information is
"forward looking information" presenting management's beliefs and estimates
about the future. These beliefs, plans and estimates are subject to significant
risks.
Digitalpreviews.com believes that there is a market for educational
materials on the subject of online investing. The educational products in the
form of audio instructional tapes and workbooks are well into development but
are not as yet ready for mass production. However, with the assistance of the
proceeds of the offering, digitalpreviews.com believes that product will be
ready on terms and conditions that will be profitable to digitalpreviews.com in
2000.
Digitalpreviews.com has no immediate plans to develop other products
during 2000 other than the audio tapes and the workbooks referenced above.
Liquidity and Capital Resources
Digitalpreviews.com requires the investor capital to continue the
development of its business plan. While it has been able to raise a small amount
of capital needed for initial operations from family members of its founders,
these sources have indicated an unwillingness to continue to advance funds to
digitalpreviews.com. Digitalpreviews.com will depend on the funds to be raised
in this offering to stay in business and to implement its business plan. If
there is insufficient capital raised in this offering, digitalpreviews.com will
be left to attempt to raise investor capital through other offerings or
placements at different prices or configurations. Digitalpreviews.com has
limited cash funds and may not be able to retain the needed professional
assistance if another offering were necessary because this offering failed.
PROPERTIES
Digitalpreviews.com's headquarters consist of 600 square feet of office
space which is located at 7408 Comstock Circle, Salt Lake City, Utah 84121. This
space is provided to digitalpreviews.com by the President as an accommodation to
digitalpreviews.com until digitalpreviews.com develops operating revenue
sufficient to pay a market rate for the space. We believe that this space will
provide adequate office space to meet digitalpreviews.com's needs for the
foreseeable future.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
There is no public trading market for the common stock of
digitalpreviews.com. There are outstanding 1,110,000 shares as of May 1, 2000.
The Company is currently offering 125,000 units through this offering with each
unit containing one common shares plus warrants. We have also agreed to register
an additional 60,000 for selling shareholders. The remaining shareholders will
also be able to sell their shares after having met the holding requirements of
Rule 144.
Since its inception, no dividends have been paid on
digitalpreviews.com's common stock. Digitalpreviews.com intends to retain any
earnings for use in its business activities, so it is not expected that any
dividends on the common stock will be declared and paid in the foreseeable
future.
<PAGE>
At May 1, 2000, there were 8 shareholders of record holding
digitalpreviews.com's common stock.
Executive Compensation
David Shamy, the sole officer and director of digitalpreviews.com has
received no compensation for his services nor has digitalpreviews.com accrued
any deferred compensation. Mr. Shamy has agreed to serve without compensation
until such time as digitalpreviews.com has sufficient operating revenues to pay
compensation.
FINANCIAL STATEMENTS
DIGITALPREVIEWS.COM, INC. AND SUBSIDIARY
[A Development Stage Company]
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000
<PAGE>
DIGITALPREVIEWS.COM, INC. AND SUBSIDIARY
[A Development Stage Company]
CONSOLIDATED BALANCE SHEET
[Unaudited - See Accountants' Disclaimer of Opinion]
ASSETS
<TABLE>
<CAPTION>
March 31,
2000
-----------
<S> <C>
CURRENT ASSETS:
Cash in bank $ 24,475
-----------
Total Current Assets 24,475
-----------
$ 24,475
------------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 1,501
-----------
Total Current Liabilities 1,501
-----------
STOCKHOLDERS' EQUITY:
Preferred stock, $.001 par value,
5,000,000 shares authorized,
no shares issued and outstanding -
Common stock, $.001 par value,
50,000,000 shares authorized,
1,110,000 shares issued and
outstanding 1,110
Capital in excess of par value 37,390
Deficit accumulated during the
development stage (15,526)
-----------
Total Stockholders' Equity 22,974
------------
$ 24,475
------------
</TABLE>
The accompanying notes are an integral part of this
unaudited consolidated financial statement.
<PAGE>
DIGITALPREVIEWS.COM, INC. AND SUBSIDIARY
[A Development Stage Company]
CONSOLIDATED STATEMENTS OF OPERATIONS
[Unaudited - See Accountants' Disclaimer of Opinion]
<TABLE>
<CAPTION>
From Inception
on March 25,
For the Three 1999 Through
Months Ended ----------------------------
March 31, December 31, March 31,
2000 1999 2000
----------- ---------- ---------
<S> <C> <C> <C>
REVENUE $ - $ - $ -
EXPENSES:
General and Administrative 6,937 8,589 15,526
----------- ---------- ---------
LOSS BEFORE INCOME TAXES (6,937) (8,589) (15,526)
CURRENT TAX EXPENSE - - -
DEFERRED TAX EXPENSE - - -
----------- ---------- ---------
NET LOSS $ (6,937) $ (8,589) $ (15,526)
----------- ------------- ---------
LOSS PER COMMON SHARE $ (.01) $ (.04) $ (.04)
----------- ---------- ---------
</TABLE>
The accompanying notes are an integral part of these
unaudited consolidated financial statements.
<PAGE>
DIGITALPREVIEWS.COM, INC. AND SUBSIDIARY
[A Development Stage Company]
STATEMENT OF STOCKHOLDERS' EQUITY
FROM THE DATE OF INCEPTION ON MARCH 25, 1999
THROUGH MARCH 31, 2000
[Unaudited - See Accountants' Disclaimer of Opinion]
<TABLE>
<CAPTION>
Deficit
Accumulated
Preferred Stock Common Stock Capital in During the
______________________ ______________________ Excess of Development
Shares Amount Shares Amount Par Value Stage
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, March 25 ,
1999 - $ - - $ - $ - $ -
Contribution of Capital - - - - 1,000 -
Issuance of 30,000 shares
of common stock for cash
at $.50 per shares
December 31, 1999 - - 30,000 30 14,970 -
Issuance of 1,000,000
shares common stock for
cash at $.005 per share,
December, 1999 - - 1,000,000 1,000 4,000 -
Issuance of 50,000
shares common stock for
cash at $.05 per share,
December, 1999 - - 50,000 50 2,450 -
Net loss for the period ended
December, 2000 - - - - - (8,589)
---------- ---------- ----------- ---------- ---------- ----------
BALANCE, December 31,
1999 - - 1,080,000 1,080 22,420 (8,589)
Issuance of 30,000 shares of
common stock for cash at
$.50 per share, January, 2000 - - 30,000 30 14,970 -
Net loss for the three months
ended March 31, 2000 - - - - - (6,937)
---------- ---------- ----------- ---------- ---------- ----------
BALANCE, March 31,
2000 - $ - 1,110,000 $ 1,110 $ 37,390 $ (15,526)
---------- ----------- ----------- ---------- ----------- -----------
</TABLE>
The accompanying notes are an integral part of this
unaudited consolidated financial statement.
<PAGE>
DIGITALPREVIEWS.COM, INC. AND SUBSIDIARY
[A Development Stage Company]
CONSOLIDATED STATEMENTS OF CASH FLOWS
NET INCREASE (DECREASE) IN CASH
[Unaudited - See Accountants' Disclaimer of Opinion]
<TABLE>
<CAPTION>
From Inception
on March 25,
For the Three 1999 Through
Months Ended ----------------------------
March 31, December 31, March 31,
2000 1999 2000
-------------- ------------ -----------
<S> <C> <C> <C>
Cash Flows Provided by Operating Activities:
Net loss $ (6,937) $ (8,589) $ (15,526)
Adjustments to reconcile net loss to
net cash used by operating activities:
Changes is assets and liabilities:
Increase in accounts payable 1,501 - 1,501
----------- ------------ ---------
Net Cash Provided (Used) by Operating Activities (5,436) - (14,025)
----------- ------------ ---------
Cash Flows Provided by Investing Activities - - -
----------- ------------ ---------
Net Cash Provided by Investing Activities - - -
----------- ------------ ---------
Cash Flows Provided by Financing Activities:
Proceeds from issuance of common stock 17,500 21,000 38,500
----------- ------------ ---------
Net Cash Provided by Financing Activities 17,500 21,000 38,500
----------- ------------ ---------
Net Increase in Cash 12,064 12,411 24,475
Cash at Beginning of Period 12,411 - -
----------- ------------ ---------
Cash at End of Period $ 24,475 $ 12,411 $ 24,475
----------- ------------ ---------
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 March 31, 2000:
None
</TABLE>
The accompanying notes are an integral part of these
unaudited consolidated financial statements.
<PAGE>
DIGITALPREVIEWS.COM, INC. AND SUBSIDIARY
[A Development Stage Company]
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - Digitalpreviews.com, Inc. "Parent" was organized under the
laws of the State of Nevada on November 5, 1999. Dialaclass.com, Inc.
"Subsidiary" was organized under the laws of the State of Nevada on March
26, 1999. Digitalpreviews.com Inc. and its Subsidiary (The Company) is
planning to engage in the consulting and seminar business. The Company has
not commenced planned principal operations and is considered a development
stage company as defined in SFAS No. 7. The Company is seeking potential
business ventures. 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.
Consolidations - The consolidated financial statements include the accounts
of the Company and its wholly-owned subsidiary, dialaclass.com, Inc. All
significant intercompany transactions have been eliminated in
consolidation.
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 7]
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.
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.
Restatement - The financial statements have been restated to reflect the
reorganization of the Company pursuant to a stock for stock exchange [See
Note 2]. All references to common stock and the numbers of shares issued
and outstanding have been restated to reflect the shares of common stock
issued in the reorganization.
<PAGE>
DIGITALPREVIEWS.COM, INC. AND SUBSIDIARY
[A Development Stage Company]
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 - BUSINESS REORGANIZATION
On March 31, 2000 the Company entered into an Agreement and Plan of
Reorganization wherein Parent acquired all the issued and outstanding
shares of common stock of Subsidiary in a stock for stock exchange. Parent
issued 60,000 shares of common stock in the exchange. Parent and Subsidiary
had similar ownership at the time of reorganization and were considered to
be entities under common control. Accordingly, the reorganization has been
recorded in a manner similar to a pooling of interest.
NOTE 3 - CAPITAL STOCK
Preferred Stock - The Company has authorized 5,000,000 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 March 31, 2000.
Common Stock - During March 1999, in connection with its organization, the
Company issued 1,000,000 shares of its previously authorized, but unissued
common stock. The shares were issued for cash of $1,000 (or $.001 per
share). In connection with the Business Reorganization these shares were
cancelled.
During December 1999, the Company issued 30,000 shares of its previously
authorized, but unissued common stock. The shares were issued for cash in
the amount of $15,000 (or $.50 per share).
During December 1999, in connection with its organization, the Company
issued 1,000,000 shares of its previously authorized, but unissued common
stock. The shares were issued for cash of $5,000 (or $.005 per share).
During December 1999, the Company issued 50,000 shares of its previously
authorized but unissued common stock. The shares were issued for a stock
subscription receivable in the amount of $2,500 (or $.05 per share). The
subscription was received in full during the three months ended March 31,
2000.
During January 2000, the Company issued 30,000 shares of its previously
authorized but unissued common stock. The shares were issued for cash in
the amount of $15,000 (or $.50 per share).
NOTE 4 - 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 March 31, 2000, unused operating loss
carryforwards of approximately $15,500 which may be applied against future
taxable income and which expire in various years through 2019. The amount
of and 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 assets are
approximately $5,200 as of March 31, 2000, with an offsetting valuation
allowance at year end of the same amount resulting in a change in the
valuation allowance of approximately $2,300 during the three months ended
March 31, 2000.
<PAGE>
DIGITALPREVIEWS.COM, INC. AND SUBSIDIARY
[A Development Stage Company]
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5 - RELATED PARTY TRANSACTIONS
Management Compensation - As of March 31, 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 6 - 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, has incurred losses since its inception 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 loans or 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.
NOTE 7 - LOSS PER SHARE
The following data shows the amounts used in computing loss per share:
<TABLE>
<CAPTION>
From Inception
on March 25,
For the Three 1999 Through
Months Ended ----------------------------
March 31, December 31, March 31,
2000 1999 2000
----------- -------------- ---------
<S> <C> <C> <C>
Loss from continuing operations
available to common shareholders
(numerator) $ (6,937) $ (8,589) $ (15,526)
----------- ------------ ---------
Weighted average number of
common shares outstanding used
in loss per share for the period
(denominator) 1,099,780 199,288 419,570
----------- ------------ ---------
</TABLE>
<PAGE>
DIGITALPREVIEWS.COM, INC.
[A Development Stage Company]
FINANCIAL STATEMENTS
DECEMBER 31, 1999
PRITCHETT, SILER & HARDY, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
<PAGE>
INDEPENDENT AUDITORS' REPORT
Board of Directors
DIGITALPREVIEWS.COM, INC.
Salt Lake City, Utah
We have audited the accompanying balance sheet of digitalpreviews.com, Inc. [a
development stage company] at December 31, 1999 and the related statement of
operations, stockholders' equity and cash flows for the period from inception on
November 5, 1999 through December 31, 1999. 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 digitalpreviews.com, Inc. [a
development stage company] as of December 31, 1999 and the results of its
operations and its cash flows for the period from inception on November 5, 1999
through December 31, 1999 in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming that
digitalpreviews.com, Inc. will continue as a going concern. As discussed in Note
5 to the financial statements, digitalpreviews.com, Inc. was only recently
formed, has incurred losses since its inception 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.
PRITCHETT, SILER & HARDY, P.C.
January 20, 2000
Salt Lake City, Utah
<PAGE>
DIGITALPREVIEWS.COM, INC.
[A Development Stage Company]
BALANCE SHEET
ASSETS
<TABLE>
<CAPTION>
December 31,
1999
------------------
<S> <C>
CURRENT ASSETS:
Cash in bank $ 5,000
-----------
Total Current Assets 5,000
-----------
$ 5,000
-----------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ -
-----------
Total Current Liabilities -
-----------
STOCKHOLDERS' EQUITY:
Preferred stock, $.001 par value,
5,000,000 shares authorized,
no shares issued and outstanding -
Common stock, $.001 par value,
50,000,000 shares authorized,
1,050,000 shares issued and
outstanding 1,050
Capital in excess of par value 6,450
Deficit accumulated during the
development stage -
-----------
7,500
Less: Receivable stock subscription (2,500)
-----------
Total Stockholders' Equity 5,000
-----------
$ 5,000
-----------
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE>
DIGITALPREVIEWS.COM, INC.
[A Development Stage Company]
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
From Inception
on November 5,
1999 Through
December 31,
1999
--------------
<S> <C>
REVENUE $ -
EXPENSES:
General and Administrative -
-----------
LOSS BEFORE INCOME TAXES -
CURRENT TAX EXPENSE -
DEFERRED TAX EXPENSE -
-----------
NET LOSS $ -
===========
LOSS PER COMMON SHARE $ -
===========
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE>
DIGITALPREVIEWS.COM, INC.
[A Development Stage Company]
STATEMENT OF STOCKHOLDERS' EQUITY
FROM THE DATE OF INCEPTION ON NOVEMBER 5, 1999
THROUGH DECEMBER 31, 1999
<TABLE>
<CAPTION>
Deficit
Accumulated
Preferred Stock Common Stock Capital in During the
______________________ ______________________ Excess of Development
Shares Amount Shares Amount Par Value Stage
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, November 5,
1999 - $ - - $ - $ - $ -
Issuance of 1,000,000
shares common stock for
cash at $.005 per share,
December, 1999 - - 1,000,000 1,000 4,000 -
Issuance of 50,000
shares common stock for
cash at $.05 per share,
December, 1999 - - 50,000 50 2,450 -
Net loss for the period ended
December 31, 1999 - - - - - -
---------- ---------- ----------- ---------- ---------- ----------
BALANCE, December 31,
1999 - $ - 1,050,000 $ 1,050 $ 6,450 $ -
========== ========== =========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE>
DIGITALPREVIEWS.COM, INC.
[A Development Stage Company]
STATEMENT OF CASH FLOWS
NET INCREASE (DECREASE) IN CASH
<TABLE>
<CAPTION>
From Inception
on November 5,
1999 Through
December 31,
1999
---------------
<S> <C>
Cash Flows Provided by Operating Activities:
Net loss $ -
Adjustments to reconcile net loss to
net cash used by operating activities:
Changes is assets and liabilities:
Increase in accounts payable -
----------
Net Cash Provided (Used) by Operating Activities -
----------
Cash Flows Provided by Investing Activities -
----------
Net Cash Provided by Investing Activities -
----------
Cash Flows Provided by Financing Activities:
Proceeds from issuance of common stock 5,000
----------
Net Cash Provided by Financing Activities 5,000
----------
Net Increase in Cash 5,000
Cash at Beginning of Period -
----------
Cash at End of Period $ 5,000
==========
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 December 31, 1999:
None
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE>
DIGITALPREVIEWS.COM, INC.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - Digitalpreviews.com, Inc. (the Company) was organized under
the laws of the State of Nevada on November 5, 1999. The Company has
elected an October 31 year end. The Company has not commenced planned
principal operations and is considered a development stage company as
defined in SFAS No. 7. The Company is seeking potential business ventures.
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.
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..." and SFAS No. 135, "Rescission of FASB
Statement No. 75 and Technical Corrections" were recently issued. SFAS No.
132, 133, 134 and 135 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 5,000,000 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 December 31, 1999.
Common Stock - During December 1999, in connection with its organization,
the Company issued 1,000,000 shares of its previously authorized, but
unissued common stock. The shares were issued for cash of $5,000 (or $.005
per share).
During December 1999, the Company issued 50,000 shares of its previously
authorized but unissued common stock. The shares were issued for a stock
subscription receivable in the amount of $2,500 (or $.05 per share).
Subsequent to the date of these financial statements the stock subscription
was received in full. [See note 7]
<PAGE>
DIGITALPREVIEWS.COM, 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. At December 31, 1999 there were
no material deferred tax assets or liabilities, current or deferred tax
expense, or net operating loss carryforwards.
NOTE 4 - RELATED PARTY TRANSACTIONS
Management Compensation - As of December 31, 1999, 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, has incurred losses since its inception 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 loans or 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>
DIGITALPREVIEWS.COM, 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:
<TABLE>
<CAPTION>
From Inception
on November 5,
1999 Through
December 31,
1999
--------------
<S> <C>
Loss from continuing operations
available to common shareholders
(numerator) $ -
-----------
Weighted average number of
common shares outstanding used
in loss per share for the period
(denominator) 1,050,000
-----------
</TABLE>
NOTE 7 - SUBSEQUENT EVENTS
Receipt of stock subscription - During January 2000 the Company received
$2,500 for the full payment of the stock subscription receivable.
<PAGE>
DIALACLASS.COM, INC.
[A Development Stage Company]
FINANCIAL STATEMENTS
DECEMBER 31, 1999
PRITCHETT, SILER & HARDY, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
<PAGE>
INDEPENDENT AUDITORS' REPORT
Board of Directors
DIALACLASS.COM, INC.
Salt Lake City, Utah
We have audited the accompanying balance sheet of dialaclass.com, Inc. [a
development stage company] at December 31, 1999 and the related statement of
operations, stockholders' equity and cash flows for the period from inception on
March 26, 1999 through December 31, 1999. 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 dialaclass.com, Inc. [a development
stage company] as of December 31, 1999 and the results of its operations and its
cash flows for the period from inception on March 26, 1999 through December 31,
1999 in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that
dialaclass.com, Inc. will continue as a going concern. As discussed in Note 5 to
the financial statements, dialaclass.com, Inc. was only recently formed, has
incurred losses since its inception 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.
PRITCHETT, SILER & HARDY, P.C.
January 31, 2000
Salt Lake City, Utah
<PAGE>
DIALACLASS.COM, INC.
[A Development Stage Company]
BALANCE SHEET
ASSETS
<TABLE>
<CAPTION>
December 31,
1999
------------
<S> <C>
CURRENT ASSETS:
Cash in bank $ 7,411
-----------
Total Current Assets 7,411
-----------
$ 7,411
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ -
-----------
Total Current Liabilities -
-----------
STOCKHOLDERS' EQUITY:
Preferred stock, $.001 par value,
10,000,000 shares authorized,
no shares issued and outstanding -
Common stock, $.001 par value,
50,000,000 shares authorized,
1,030,000 shares issued and
outstanding 1,030
Capital in excess of par value 14,970
Deficit accumulated during the
development stage (8,589)
-----------
Total Stockholders' Equity 7,411
-----------
$ 7,411
===========
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE>
DIALACLASS.COM, INC.
[A Development Stage Company]
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
From Inception
on March 26,
1999 Through
December 31,
1999
---------------
<S> <C>
REVENUE $ -
EXPENSES:
General and Administrative 8,589
----------
LOSS BEFORE INCOME TAXES (8,589)
CURRENT TAX EXPENSE -
DEFERRED TAX EXPENSE -
----------
NET LOSS $ 8,589
==========
LOSS PER COMMON SHARE $ (.01)
==========
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE>
DIALACLASS.COM, INC.
[A Development Stage Company]
STATEMENT OF STOCKHOLDERS' EQUITY
FROM THE DATE OF INCEPTION ON MARCH 26, 1999
THROUGH DECEMBER 31, 1999
<TABLE>
<CAPTION>
Deficit
Accumulated
Preferred Stock Common Stock Capital in During the
______________________ ______________________ Excess of Development
Shares Amount Shares Amount Par Value Stage
---------- ---------- ---------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, March 26,
1999 - $ - - $ - $ - $ -
Issuance of 1,000,000
shares common stock for
cash at $.001 per share,
March 1999 - - 1,000,000 1,000 - -
Issuance of 30,000
shares common stock for
cash at $.50 per share,
December, 1999 - - 30,000 30 14,970 -
Net loss for the period ended
December 31, 1999 - - - - - (8,589)
---------- ---------- ----------- ---------- ---------- ----------
BALANCE, December 31,
1999 - $ - 1,030,000 $ 1,030 $ 14,970 $ (8,589)
========== ========== =========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of thisfinancial statement.
<PAGE>
DIALACLASS.COM, INC.
[A Development Stage Company]
STATEMENT OF CASH FLOWS
NET INCREASE (DECREASE) IN CASH
<TABLE>
<CAPTION>
From Inception
on March 26,
1999 Through
December 31,
1999
--------------
<S> <C>
Cash Flows Provided by Operating Activities:
Net loss $ (8,589)
Adjustments to reconcile net loss to
net cash used by operating activities:
Changes is assets and liabilities:
Increase in accounts payable -
----------
Net Cash Provided (Used) by Operating Activities -
----------
Cash Flows Provided by Investing Activities -
----------
Net Cash Provided by Investing Activities -
----------
Cash Flows Provided by Financing Activities:
Proceeds from issuance of common stock 16,000
----------
Net Cash Provided by Financing Activities 16,000
----------
Net Increase in Cash 7,411
Cash at Beginning of Period -
----------
Cash at End of Period $ 7,411
==========
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 December 31, 1999:
None
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE>
DIALACLASS.COM, INC.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - Dialaclass.com, Inc. (the Company) was organized under the
laws of the State of Nevada on March 26, 1999. The Company has not
commenced planned principal operations and is considered a development
stage company as defined in SFAS No. 7. The Company is planning on entering
into the consulting and seminar business. 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]
Organization Costs - Organization costs of $1,000, which reflect amounts
expended to organize the Company, were expensed during the period ended
December 31, 1999.
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.
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..." and SFAS No. 135, "Rescission of FASB
Statement No. 75 and Technical Corrections" were recently issued. SFAS No.
132, 133, 134 and 135 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 10,000,000 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 December 31, 1999.
Common Stock - During March 1999, in connection with its organization, the
Company issued 1,000,000 shares of its previously authorized, but unissued
common stock. The shares were issued for cash of $1,000 (or $.001 per
share).
During December 1999, the Company issued 30,000 shares of its previously
authorized but unissued common stock. The shares were issued for cash in
the amount of $15,000 (or $.50 per share).
<PAGE>
DIALACLASS.COM, 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 December 31, 1999, unused operating loss
carryforwards of approximately $8,500 which may be applied against future
taxable income and which expire in various years through 2019. The amount
of and 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 assets are
approximately $2,800 as of December 31, 1999, with an offsetting valuation
allowance at year end of the same amount resulting in a change in the
valuation allowance of approximately $2,800 during 1999.
NOTE 4 - RELATED PARTY TRANSACTIONS
Management Compensation - As of December 31, 1999, 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, has incurred losses since its inception 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 loans or 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>
DIALACLASS.COM, 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:
<TABLE>
<CAPTION>
From Inception
on March 26,
1999 Through
December 31,
1999
--------------
<S> <C>
Loss from continuing operations
available to common shareholders
(numerator) $ (8,589)
-----------
Weighted average number of
common shares outstanding used
in loss per share for the period
(denominator) 1,001,393
-----------
</TABLE>
NOTE 7 - SUBSEQUENT EVENTS
Sale of common stock - During January 2000 the Company received $10,000 for
the issuance of 20,000 shares of common stock at $.50 per share.
<PAGE>
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
There have been no changes in or disagreements with
Digitalpreviews.com's accountants since the formation of Digitalpreviews.com
required to be disclosed pursuant to Item 304 of Regulation S-B.
LEGAL MATTERS
The validity of the issuance of shares of Digitalpreviews.com's common
stock offered hereby has been passed upon for digitalpreviews.com by Fabian &
Clendenin, located in Salt Lake City, Utah.
EXPERTS
The audited financial statements of digitalpreviews.com and
dialaclass.com, Inc. at December 31, 1999, and for the year then ended appearing
in this prospectus and registration statement have been audited by Pritchett,
Siler & Hardy, P.C., Certified Public Accountants, and are included in reliance
upon such reports given upon the authority of Pritchett, Siler & Hardy, P.C. as
experts in accounting and auditing.
WHERE CAN YOU FIND ADDITIONAL INFORMATION
A registration statement on Form SB-2, including amendments thereto,
relating to the shares offered hereby has been filed with the Securities and
Exchange Commission. This prospectus does not contain all of the information set
forth in the registration statement and the exhibits and schedules thereto.
Statements contained in the prospectus as to the contents of any contract or
other document referred to are not necessarily complete and in each instance
reference is made to the copy of such contract or other document filed as an
exhibit to the registration statement, each such statement being qualified in
all respects by such reference. For further information with respect to
digitalpreviews.com and the units offered hereby, reference is made to such
registration statement, exhibits and schedules. A copy of the registration
statement may be inspected by anyone without charge at the Commission's
principal office location at 450 Fifth Street, N.W., Washington, D.C. 20549, the
Northeast Regional Office location at 7 World Trade Center, 13th. Floor, New
York, New York, 10048, and the Midwest Regional Office location at Northwest
Atrium Center, 500 Madison Street, Chicago, Illinois 60661-2511 and copies of
all or any part thereof may be obtained from the Public Reference Branch of the
Commission upon the payment of certain fees prescribed by the Commission. You
may also obtain information on the Public Reference Room by calling the SEC at
1-800-SEC-0330. The Commission also maintains a site on the world wide web at
http://www.sec.gov that contains information regarding registrants that file
electronically with the Commission.
<PAGE>
TABLE OF CONTENTS
Page
Prospectus Summary.....................0
Risk Factors...........................0
Use of Proceeds........................0
Determination of Offering Price........0
Dilution...............................0
Selling Security Holders...............0
Plan of Distribution...................0
Management's Discussion and
Analysis of Financial Condition and
Results of Operations.................0
Business...............................0
Management.............................0
Prinicpal Stockholders.................0
Description of Capital Stock...........0
Shares Eligible for Future Sale........0
Underwriting...........................0
Legal Matters..........................0
Experts................................0
Additional Information.................0
Index to Financial Statements..........0
Until _____, all dealers effecting transactions in the Common Stock, whether or
not participating in this distribution, may be required to deliver a Prospectus.
This delivery requirement is in addition to the obligation of dealers to deliver
a Prospectus when acting as Underwriters and with respect to their unsold
allotments of subscriptions.
No dealer, salesperson or other individual has been authorized to give any
information or to make any representation not contained in this Prospectus in
connection with the Offering. If given or made, such information or
representation must not be relied upon as having been authorized by the Company
or any of the Underwriters. This Prospectus does not constitute an offer to
sell, or a solicitation of an offer to buy, the Common Stock in any jurisdiction
where, or to any person to whom, it is unlawful to make such offer or
solicitation. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create an implication that there has
not been any change in the facts set forth in this Prospectus or in the affairs
of the Company since the date hereof.
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Digitalpreviews.com's Articles of Incorporation eliminate, subject to
certain exceptions, directors' personal liability to the Company or its
stockholders for monetary damages for breaches of fiduciary duties. The Articles
of Incorporation do not, however, eliminate or limit the personal liability of a
director for (i) any breach of the director's duty of loyalty to the Company or
its stockholders, (ii) acts or omissions not in good faith or which involve
<PAGE>
intentional misconduct or a knowing violation of law, (iii) unlawful payments of
dividends or unlawful stock repurchases or redemptions as provided in the Nevada
Corporate Code or (iv) for any transaction from which the director derived an
improper personal benefit.
Digitalpreviews.com's Bylaws provide that digitalpreviews.com shall
indemnify its directors, officers, employees, and against to the fullest extent
permitted under the laws of the state of Nevada. In addition,
digitalpreviews.com has entered or will enter into indemnification agreements
with its directors and officers that provide for indemnification in addition to
the indemnification provided in digitalpreviews.com's Bylaws. The
indemnification agreements contain provisions that may require
digitalpreviews.com, among other things, to indemnify its directors and
executive officers against certain liabilities (other than liabilities arising
from intentional or knowing and culpable violations of law) that may arise by
reason of their status or service as directors or executive officers of
digitalpreviews.com or other entities to which they provide service at the
request of digitalpreviews.com and to advance expenses they may incur as a
result of any proceeding against them as to which they could be indemnified.
Digitalpreviews.com believes that these provisions and agreements are necessary
to attract and retain qualified directors and officers. Digitalpreviews.com will
obtain an insurance policy covering directors and officers for claims that such
directors and officers may otherwise be required to pay or for which
digitalpreviews.com is required to indemnify them, subject to certain
exclusions.
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Digitalpreviews.com will pay all expenses in connection with the
registration and sale of the Units but will not pay selling commissions or
discounts allocable to sales of shares by Selling Stockholders or any other fees
in connection with the sale of such shares. The estimated expenses of issuance
and distribution are set forth below.
Registration fees Approximately $296.34
Transfer agent fees Approximately $200.00
Costs of printing and engraving Approximately $300.00
Selling Commissions (if incurred) Approximately $18,750.00
Legal and accounting fees Approximately $15,453.66
RECENT SALES OF UNREGISTERED SECURITIES
There have been no sales of unregistered securities within the last
three years which would be required to be disclosed pursuant to Item 701 of
Regulation SB, except for the following:
During March 1999, in connection with its organization, the Company
issued 1,000,000 shares of its previously authorized, but unissued common stock.
The shares were issued for cash of $1,000 (or $.001 per share). The transaction
was an isolated transaction with a person having a close affiliation with either
the Company or with an officer of the Company and was exempt from registration
under the Securities Act of 1933 (the "Act") pursuant to Section 4(2) of the Act
because of not being part of a public offering.
During December 1999, the Company issued 30,000 shares of its
previously authorized, but unissued common stock. The shares were issued for
cash in the amount of $15,000 (or $.50 per share). The transaction was an
isolated transaction with a total of three persons having a close affiliation
with either the Company or with an officer of the Company and was exempt from
registration under the Securities Act of 1933 (the "Act") pursuant to Section
4(2) of the Act because of not being part of a public offering.
During December 1999, in connection with its organization, the Company
issued 1,000,000 shares of its previously authorized, but unissued common stock.
The shares were issued for cash of $5,000 (or $.005 per share). The transaction
was an isolated transaction with a person having a close affiliation with either
<PAGE>
the Company or with an officer of the Company and was exempt from registration
under the Securities Act of 1933 (the "Act") pursuant to Section 4(2) of the Act
because of not being part of a public offering.
During December 1999, the Company issued 50,000 shares of its
previously authorized but unissued common stock. The shares were issued for a
stock subscription receivable in the amount of $2,500 (or $.05 per share). The
subscription was received in full during the three months ended March 31, 2000.
The transaction was an isolated transaction with a person having a close
affiliation with either the Company or with an officer of the Company and was
exempt from registration under the Securities Act of 1933 (the "Act") pursuant
to Section 4(2) of the Act because of not being part of a public offering.
During January 2000, the Company issued 30,000 shares of its previously
authorized but unissued common stock. The shares were issued for cash in the
amount of $15,000 (or $.50 per share). The transaction was an isolated
transaction with a total of three persons having a close affiliation with either
the Company or with an officer of the Company and was exempt from registration
under the Securities Act of 1933 (the "Act") pursuant to Section 4(2) of the Act
because of not being part of a public offering.
EXHIBITS
Copies of the following documents are filed with this Registration
Statement, Form SB-2, as exhibits:
Exhibit No.
3.1 Articles of Incorporation
3.2 By-Laws
5 Opinion Re: Legality
10 Reorganization Agreement
23 Consent of Experts & Counsel
27 Financial Data Schedule
UNDERTAKINGS
Digitalpreviews will:
(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration to:
(i) Include any prospectus required by section 10(a)(3) of the
Securities Act;
(ii) Reflect in the prospectus any facts or events which, individually
or together, represent a fundamental change in the information in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii) Include any additional or changed material information on the
plan of distribution.
(2) For determining liability under the Securities Act, treat each
post-effective amendment as anew registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.
<PAGE>
(3) File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.
If an underwriter is used in the offering, digitalpreviews will provide
to the underwriter at the closing specified in the underwriting agreement
certificates in such denominations and registered in such names as required by
the underwriter to permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities
act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the small business issuer of expenses incurred or
paid by a director, officer or controlling person of the small business issuer
in the successful defense of any action, suit or proceeding) is asserted by
director, officer or controlling person in connection with the securities being
registered, the small business issuer will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it ahs reasonable grounds to believe that it meets all
of the requirements of filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of Salt
Lake, State of Utah, on June 30, 2000.
Digitalpreviews.com, Inc., a Nevada
corporation
By: / David Shamy
-----------------------------------
David Shamy, President
In accordance with the requirements of the Securities Act of 1933, the
registration statement was signed by the following persons in the capacities and
on the dates stated.
/David Shamy June 30, 2000
-----------------------------------------
David Shamy, Principal Executive Officer,
Principal Financial Officer,
Principal Accounting Officer and Sole Director
