U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS
UNDER SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934
Liquidpure Corp.
--------------------------------
(Name of Small Business Issuer in its charter)
Delaware
--------------------------------
(State or other jurisdiction of incorporation or organization)
98-0231607
--------------------------------
(I.R.S. Employer Identification No.)
Suite 1650 - 200 Burrard Street
Vancouver, British Columbia, Canada V6C 3L6
--------------------------------------------
(Address of principal executive offices) (Zip Code)
(604)689-3355
--------------------------------
(Issuer's telephone number)
Securities to be registered under Section 12(b) of the Act: __
-
Securities to be registered under Section 12(g) of the Act: X
----
Title of each class to be so registered: Common Stock
Name of each exchange on which each class is to be registered:
<PAGE>
To simplify the language in this Registration Statement, Liquidpure Corp. is
referred to herein as "We," the "Company," or the "Corporation."
PART I
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ITEM 1
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DESCRIPTION OF BUSINESS
-----------------------
GENERAL
-------
We are filing this Form 10-SB on a voluntary basis in order to make our
financial information equally available to any interested parties or investors
and meet certain listing requirements for publicly traded securities on the
National Association of Securities Dealers' (NASD), Over the Counter Electronic
Bulletin Board. We anticipate filing an information statement with a sponsoring
NASD Broker-Dealer for listing of our common stock on the OTC Electronic
Bulletin Board upon completion of the comment period for this Form 10-SB filing.
We believe that by filing such Form 10-SB and being obligated to file reports
subject to Section 13 of the Exchange Act as well as listing our common stock on
the OTC Electronic Bulletin Board, we can attract the financing necessary to
implement our plan of business. We believe that investors risking venture
capital may require our common stock to be publicly quoted prior to their
investing, and that the existence of such a market will reduce our cost of
obtaining venture capital. There is no assurance that these assumptions are
correct.
BUSINESS DEVELOPMENT
--------------------
We were incorporated in the State of Delaware on March 31, 1999 as Bullet
Environmental Systems, Inc. and on May 25, 2000 we changed our name to
Liquidpure Corp. Liquidpure was incorporated for the purpose of manufacturing
and marketing potable and waste-water treatment systems to various commercial,
agricultural, and industrial markets. In July of 2000 we received our initial
funding from the sale of our common stock to investors.
We have not commenced any operational activities other than initial corporate
formation and capitalization, the selection and acquisition of our domain name,
www.liquidpure.com and the acquisition of a licence to produce or sub-licence
the manufacture and or use of an aeration device known as the "Bullet".
We have not been involved in any bankruptcy, receivership or similar proceeding.
We have not been involved in any material reclassification, merger,
consolidation, or purchase or sale of a significant amount of assets not in the
ordinary course of business.
BUSINESS OF ISSUER
------------------
Liquidpure's principal business will be the manufacture and sale of potable and
waste-water treatment solutions to commercial, agricultural, and industrial
markets. These markets include,
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but are not limited to, the food and beverage, pharmaceutical, livestock, and
municipal waste-water industries. We also anticipate marketing our technology to
developing nations for the purpose of gray and potable water treatment.
Principal Products or Services and their Markets
------------------------------------------------
Our sole product is the Bullet, an aeration device that dissolves gases into
liquids at extremely low pressures thereby enhancing the gas-to-liquid interface
and dramatically increasing the overall efficiency and rate at which low
solubility gases dissolve into liquids.
It is our intention to concentrate our efforts on the manufacture and sale of
the Bullet as a stand alone solution, however, we may in the future consider
providing complete engineering solutions for large scale waste-water treatment
projects.
Although the potential market for the Bullet spans numerous industries, we plan
to direct our sales and marketing efforts at the food and beverage, livestock,
and potable water industries.
Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements, or
------------------------------------------------------------------------------
Labor Contracts, Including Duration
-----------------------------------
We own our Internet domain name and we plan to apply for U.S. trademark
protection upon obtaining adequate financing. Additionally, our core technology,
the Bullet, is Patent Pending (application number 2249946 filed October 13,
1998, "Method and Apparatus for Controlling the Mixing of Fluids") and we will
require additional funding in order to continue to pursue the issuance and
potential defense of our technology rights.
We currently have no licensees, franchisees, nor labor contracts.
In May of 2000 we took an assignment from Century Capital Management Ltd., a
company controlled by our former director and officer, of Century Capital's
rights to a License Agreement dated October 13, 1998 between Century Capital and
Aquasol Technologies Inc. The License Agreement grants us the right to receive
all information with respect to the Bullet from Aquasol Technologies Inc. and to
use this data, together with the information contained in the filed patent
application, for the purpose of producing or licensing production of the Bullet.
However, we are prohibited from using the Bullet in oil and gas applications and
swimming pool application in Australia as Aquasol Technologies Inc. had already
granted exclusive licenses in these areas.
In consideration of the assignment of the Bullet License from Century Capital,
we have paid to Century Capital the sum of $1,000 and have agreed to pay to
Century Capital the following royalties:
(a) 3% of the gross sale price (or lease, rental or other like
charge) due on account of each and every Bullet product sold
by us; and
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(b) 2.5% of any and all royalties or fees of any nature
(including, without limitation, processing royalties) on
account of all sales, leases or other dispositions of any kind
whatsoever of the Bullet product by us.
Need for Government Approval of Principal Products or Services
--------------------------------------------------------------
We are not required to apply for or have any government approval for our
proposed products or services.
Effect of Existing or Probable Governmental Regulations on the Business
-----------------------------------------------------------------------
We are not currently subject to direct federal, state, provincial or local
regulation other than regulations applicable to businesses generally.
Estimate of the Amount Spent During Each of the Last Two Fiscal Years on
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Research and Development Activities, and if Applicable the Extent to Which the
------------------------------------------------------------------------------
Cost of Such Activities are Borne Directly by Customers
-------------------------------------------------------
Since inception, we have not expended any funds for research and development
costs.
Costs and Effects of Compliance with Environmental Laws
-------------------------------------------------------
We have not expended any funds for compliance with environmental laws and do not
anticipate our business plan will encompass any such compliance requirements.
Number of Total Employees and Number of Full Time Employees
-----------------------------------------------------------
We currently have no full-time employees and one part-time employee, Amar
Bahadoorsingh, who is our sole officer and director. Mr. Bahadoorsingh is
involved in other full-time business activities and participates in the running
of the Company on a part-time basis as needed. Hiring of other management, staff
and consultants will occur incrementally as funds become available and the need
arises. We have no collective bargaining agreements or employment agreements in
existence.
REPORTS TO SECURITY HOLDERS
---------------------------
Our bylaws do not require the delivery of an annual report to our shareholders
and we have no present plans to provide an annual report to our shareholders. As
stated at the beginning of this filing on page 2, we are voluntarily filing this
Form 10-SB in order to make our financial information equally available to any
interested parties or investors. We will be subject to the disclosure rules of
Regulation S-B for a small business issuer under the Securities Act of 1933 and
the Securities Exchange Act of 1934. We anticipate we will become subject to
disclosure filing requirements effective sixty days after the date the
Securities and Exchange Commission accepts this original Form 10-SB filing, and,
after that date, will be required to file Form 10-KSB
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annually and Form 10-QSB quarterly. In addition, we will be required to file
current reports and proxy and information statements from time to time as
required.
The public may read and copy any materials we file with the Securities and
Exchange Commission at the SEC's Public Reference Room at 450 Fifth Street, N.
W., Washington D. C. 20549. The public may obtain information on the operation
of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC
maintains an Internet site (http://www.sec.gov) that contains reports, proxy and
information statements, and other information regarding issuers that file
electronically with the SEC.
RISKS
-----
While our management believes its estimates of projected occurrences and events
are reasonable, there can be no guarantees or assurances that the results
anticipated will occur. Despite our management's belief that we can effectively
compete, our ability to succeed will depend upon a number of factors, including
our ability to secure funding through a private placement, the successful
recruitment of highly skilled and experienced technical sales people, and
general industry acceptance of our new technology and processes.
Investors in our securities should be particularly aware of the inherent risks
associated with our planned business. These risks include a lack of equity
funding and our size compared to the size of our competitors. Although our
management intends to implement its business plan through the foreseeable future
and will do its best to mitigate the risks associated with our plan of business,
there can be no assurance that such efforts will be successful. Our management
has no liquidation plans should we be unable to receive funding. Should we be
unable to implement our business plan, our management would investigate all
options available to retain value for the shareholders. Among the options that
would be considered are the acquisition of another product or technology, or a
merger with or acquisition of another business entity that has revenue and/or
long-term growth potential. However, we have no pending arrangements,
understandings or agreements with outside parties for acquisitions, mergers or
any other material transactions.
We plan to grow rapidly and this growth is likely to place a significant strain
on our resources and systems. The failure to maintain financial control systems,
to recruit qualified staff or to respond effectively to difficulties encountered
during expansion could have a material adverse effect on the Company's business,
financial condition and results of operations. There can be no assurance that
the Company's systems and controls or staff will be adequate. To manage our
growth, we must implement systems and train and manage our future employees.
Our performance and future operating results are substantially dependent on the
continued service and performance of our current management. We intend to hire a
relatively small number of additional technical and marketing personnel in the
next year. Competition for such personnel is intense, and there can be no
assurance that the Company will be able to retain its essential employees or
that it will be able to attract or retain highly-qualified technical and
managerial personnel in the future. The loss of our current management or the
inability to attract and retain the necessary technical and marketing personnel
could have a material adverse effect
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upon our business, financial condition, operating results and cash flows. Our
success also depends on developing a highly trained sales force. We will need to
hire additional personnel as our business grows. A shortage in the number of
trained salespeople could limit our ability to establish sales.
Our current officer, Mr. Bahadoorsingh, is our sole officer and director and has
control in directing our activities. He is involved in other business activities
and may, in the future, become involved in additional business opportunities. If
a specific business opportunity becomes available to Mr. Bahadoorsingh, he may
face a conflict of interest. We have not formulated a plan to resolve any
conflicts that may arise. While the Company and our sole officer and director
have not formally adopted a plan to resolve any potential or actual conflicts of
interest that exist or that may arise, he has advised the Company that he will
limit his roles in all other business activities to the role of a passive
investor and devote his full time services to the Company after we raise capital
of $500,000 through the sale of securities through a private placement and are
able to provide adequate salaries.
Our management plans to hire technical sales engineers as well as additional
management, marketing, and administrative personnel. Failure to establish these
relationships would have a material adverse effect upon our plan of business.
We do not have any operating history upon which you may evaluate us. Our revenue
model is untested. In the future, we hope to generate revenue from the sale of
stand-alone aeration hardware and complimentary engineering services. If we do
not generate such revenue, our business, financial condition and operating
results will be materially adversely affected.
To date, we have not generated any revenue. We may never generate revenue or
become profitable or, if we become profitable, we may be unable to sustain
profitability. We expect to incur significant losses for the foreseeable future.
Our lack of operating history makes predicting our future operating results,
including operating expenses, difficult. We plan to generate revenue from the
sale of stand-alone aeration hardware and complimentary engineering services. If
we do not generate revenue from the sale of stand-alone aeration hardware and
complimentary engineering services, our business, financial condition and
operating results would be materially adversely affected. To generate
significant revenues, we will have to raise additional financing and
successfully recruit additional management, sales and marketing, and
administrative and technical personnel. Further, in order for the Company to
generate significant revenues, the industries to which the Company plans to
market its products and services must continue to grow.
If the Company's target market does not grow or grows slower than expected, our
business will suffer. Our long-term success depends on acceptance of the
Company's technology within the food and beverage, livestock, potable and
waste-water industries.
A number of factors could prevent such acceptance, including the following:
failure by the Company to mitigate to its potential customers the cost of
converting to the Bullet technology; failure to secure a patent for the Bullet
technology; failure to convince customers to switch from
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their existing solutions to a new technology with limited field testing; or
failure to secure sufficient funding to market our technology against that of
much larger and better established competitors.
Our business depends on our ability to successfully demonstrate the technical
superiority of our products and technology through field testing and the
construction of a pilot plant. In order for us to construct a pilot plant, we
must raise sufficient capital to fund construction costs and attract and retain
engineers to construct, install, and operate the pilot plant.
COMPETITION
-----------
Proprietary rights are important to our success and our competitive position. We
have not applied for any trademarks, though we intend to do so in the future.
There is no guarantee that our applications, when made, will be accepted.
Although we seek to protect our proprietary rights, our actions may be
inadequate to protect any trademarks and other proprietary rights or to prevent
others from claiming violations of their trademarks and other proprietary
rights. In addition, effective copyright and trademark protection may be
unenforceable or limited in certain countries.
Our competitors may develop technology or products that are superior to, or
achieve greater market acceptance than, our technology and products. If we are
unable to compete successfully against our competitors, our business, financial
condition, and operating results will be adversely affected.
Virtually all of our competitors have greater brand recognition and greater
financial, marketing and other resources than ours. This places us at a
disadvantage in responding to our competitors' technological advances, strategic
partnerships, pricing strategies, and initiatives.
ITEM 2
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PLAN OF OPERATION
-----------------
Our current cash balance is approximately $11,000. Our management believes the
current cash balance is sufficient to fund the current minimum level of
operations through December 2000, however, in order to advance our business plan
we must raise capital through the sale of equity securities. To date, the
Company has sold $26,482 in equity securities and used approximately $3,400 for
management fees, $5,350 for consulting fees, $2,500 for professional fees,
$3,300 for rent and other office expenses, and $1,000 for licenses. Sales of our
equity securities have allowed the Company to maintain a positive cash flow
balance.
7
<PAGE>
Our plan of business encompasses the following steps.
o Raise capital of $500,000 through the sale of equity
securities via a private placement during months one through
six.
o Recruit two technical sales engineers, at an annual base
salary of $30,000 each, and one process engineer, at an annual
salary of approximately $60,000, during months five through
seven.
o Engage a contract manufacturing firm to construct a pilot
plant as well as a small inventory of various sizes of the
Bullet aeration device at a cost of $200,000.
o Initiate a national sales and marketing campaign to secure
product sales.
Management has made initial progress in implementing its business plan by
registering its Internet domain name, www.liquidpure.com, requesting detailed
technical information on the Bullet from Aquasol Technologies Inc., sourcing
contract manufacturing firms for the construction of its product line, and
formulating the search criteria for technical sales engineers. We will only be
able to continue to advance our business plan after we receive capital funding
through the sale of equity securities. After raising capital, our management
intends to engage an executive recruiting firm to assist in the search for sales
and technical personnel, hire administrative personnel, purchase computer and
office equipment and furniture, and construct a pilot plant.
We do not anticipate generating positive cash flow during our first year of
operations and, therefore, anticipate utilizing our equity capital to fund the
development and implementation of our business plan.
We will face considerable risk in each of our business plan steps, such as
difficulty in attracting and retaining highly skilled and experienced employees
within our budget, difficulty in locating a pilot plant contractor, market
resistance to our new technology, and a shortfall in funding due to our
inability to raise capital in the equity securities market. Further, if no
funding is received during the next twelve months, we will be forced to rely on
our existing cash in the bank and funds loaned by management. Our management has
no formal commitments or arrangements to advance or loan funds to the Company.
In such a restricted cash flow scenario, we would be unable to complete our
business plan steps, and would, instead, delay all cash intensive activities.
Without necessary cash flow, we may be dormant during the next twelve months, or
until such time as necessary funds could be raised in the equity securities
market.
There are no current plans for additional product research and development. We
plan to purchase approximately $50,000 in furniture, computers, and software
during the next twelve months from proceeds of our equity security sales. Our
business plan provides for an increase to seven employees during the next twelve
months.
ITEM 3
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DESCRIPTION OF PROPERTY
-----------------------
We currently operate out of space located at Suite 1650 - 200 Burrard Street,
Vancouver, British
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Columbia, Canada V6C 3L6. The space is a total of 250 square feet and is rented
on a monthly basis at a cost of approximately $360 per month. We believe that
this space is sufficient at this time and we plan to seek additional space upon
completion of an equity financing.
We have no policy with respect to investments in real estate or interests in
real estate and no policy with respect to investments in real estate mortgages.
Further, we have no policy with respect to investments in securities of or
interests in persons primarily engaged in real estate activities.
We do not intend to have any materially important properties. We are not subject
to any competitive conditions for property and currently have no property to
insure.
ITEM 4
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------------------------------------
As of November 3, 2000 there were 10,568,200 shares of our common stock, $0.0001
par value outstanding. The following tabulates holdings of shares of the Company
by each person who, as of November 3, 2000, holds of record or is known by us to
own beneficially more than 5% of our common shares and, in addition, by all of
our directors and officers individually and as a group. Each named beneficial
owner has sole voting and investment power with respect to the shares set forth
opposite his name.
Security Ownership of Beneficial Owners:
<TABLE>
<CAPTION>
Title of Class Name & Address Amount Nature Percent
<S> <C> <C> <C> <C>
Common Stock Amar Bahadoorsingh 7,000,000 Direct 66.24%
c/o Sichenzia, Ross &
Friedman LLP
135 West 50th Street, 20th Fl
New York, NY 10020
Security Ownership 7,000,000 66.24%
of Management:
</TABLE>
Change of Control
-----------------
On November 3, 2000 Amar Bahadoorsingh was appointed Director, President,
Secretary and Treasurer of the Company and Brett Walker resigned as Director,
President, Secretary and Treasurer. Brett Walker sold his 7,000,000 shares of
the common stock of the Company, par value $0.0001, to Mr. Bahadoorsingh for
$700.
ITEM 5
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DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
------------------------------------------------------------
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Amar Bahadoorsingh, 29 years of age, is our only director. Mr. Bahadoorsingh has
served in this capacity since November 3, 2000 and his term expires at the next
annual meeting declared by our Board of Directors when successors are elected
and qualified. Mr. Bahadoorsingh is also our sole officer, holding the positions
of President, Secretary and Treasurer since November 3, 2000 and his terms
expire when successors are elected and qualified.
Mr. Bahadoorsingh was a Vice President of 9278 Communications, Inc. since June
2000 and a director since December 1999. He was President from December 1999 to
June 2000. Prior to the merger between iLink Telecom, Inc. and 9278 Distributors
Inc., he was Chief Executive Officer, President, Secretary and Director of iLink
Telecom, Inc. beginning in February 1999. Prior to this, Mr. Bahadoorsingh was
the Corporate Finance Director for Insync Securities Ltd., from August 1997
through December 1998. Before this Mr. Bahadoorsingh was President of ABDE
Holdings Ltd. from April 1992 through July 1997. Mr. Bahadoorsingh holds a
Masters of Business Administration degree from Queen's University in Ontario,
Canada, with a focus on management and marketing strategy.
We currently have no significant employees and none are anticipated. There are
no family relationships among our directors, executive officers, or nominees for
such positions. Our directors and executive officers, promoters or control
persons have not been involved in any legal proceedings material to the
evaluation of the ability or integrity of any of the aforementioned persons.
<TABLE>
<CAPTION>
ITEM 6
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EXECUTIVE COMPENSATION
----------------------
Name Position Year Salary Bonus Other Stock Options L/TIP All Other
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Amar
Bahadoorsingh President 2000 0
Brett Walker President 2000 $3,375 0 700 0 0 0 0
Andrew Hromyk President 2000 0 0 0 0 0 0 0
1999 0 0 0 0 0 0 0
</TABLE>
We have no employment agreement with our executive officer. Our former executive
officer, Brett Walker, was been paid a management fee of $675 per month from
June to October of 2000.
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<PAGE>
ITEM 7
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------
We have issued shares of our common stock to the following persons during the
past two years, who are or were affiliated with Liquidpure:
o In March 1999 we issued 1,000,000 shares of our common stock
to Century Capital Management Ltd., a company controlled by
our former president and director, for $100. In August 1999
Century Capital disposed of 500,000 of these shares to one
entity who is not affiliated with Liquidpure.
o In October 1999 we issued 7,000,000 shares of our common stock
to Brett Walker, our sole officer and director, for services
rendered valued at $700.
o In November 2000 Brett Walker sold 7,000,000 shares of our
common stock to Amar Bahadoorsingh for $700.
Save and except as disclosed herein we have not entered into and do not intend
to enter into any transactions with our management or any nominees for such
positions. We have not entered into and do not intend to enter into any
transactions with beneficial owners of more than 5% of our issued and
outstanding share capital. Since inception, we have not entered into any
transactions with promoters.
Our management is involved in other business activities and may, in the future,
become involved in other business opportunities. If a specific business
opportunity becomes available, our management may face a conflict in selecting
between the Company and their other business interests. We have not formulated a
policy for the resolution of such conflicts. While the Company and our sole
officer and director have not formally adopted a plan to resolve any potential
or actual conflicts of interest that exist or that may arise, he has advised the
Company that he will limit his roles in all other business activities to the
role of a passive investor and devote his full time services to the Company
after we raise capital of $500,000 through the sale of securities through a
private placement and are able to provide adequate salaries.
ITEM 8
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DESCRIPTION OF SECURITIES
-------------------------
The following statements constitute brief summaries of our Certificate of
Incorporation and Bylaws, as amended. Such summaries do not purport to be
complete and are qualified in their entirety by reference to the full text of
the Certificate of Incorporation and Bylaws.
Common Stock
------------
Our Certificate of Incorporation authorizes us to issue up to 30,000,000 common
shares, $0.0001 par value per common share. There are currently 10,568,200
shares of common stock outstanding. All outstanding common shares are legally
issued, fully paid and non-assessable.
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Upon liquidation or dissolution, each outstanding common share will be entitled
to share equally in our assets legally available for distribution to
shareholders after the payment of all debts and other liabilities.
There are no limitations or restrictions upon the rights of our Board of
Directors to declare dividends, and we may pay dividends on our shares in cash,
property, or our own shares, except when we are insolvent or when the payment
thereof would render us insolvent subject to the provisions of the Delaware
Statutes. We have not paid dividends to date, and it is not anticipated that any
dividends will be paid in the foreseeable future.
Holders of our common shares are entitled to cast one vote for each share held
at all shareholders meetings for all purposes.
Our common shares are not redeemable, have no conversion rights and carry no
preemptive or other rights to subscribe to or purchase additional common shares
in the event of a subsequent offering.
Preferred Stock
---------------
Our Certificate of Incorporation authorizes us to issue up to 5,000,000 shares
of preferred stock, $0.0001 par value per share. There are currently no shares
of preferred stock outstanding. Our Certificate of Incorporation provides that
the Board of Directors has the authority to divide the preferred stock into
series and, within the limitations provided by the Delaware statutes, to fix by
resolution the voting power, designations, preferences and relative
participation, special rights and the qualifications, limitations or
restrictions of the shares of any series so established.
The provisions of our Certificate of Incorporation relating to preferred stock
allow our directors to issue preferred stock with multiple votes per share and
dividend rights which would have priority over any dividends paid with respect
to our common stock. The issuance of preferred stock with such rights may make
the removal of management difficult even if such removal would be considered
beneficial to shareholders generally and will have the effect of limiting
shareholder participation in certain transactions such as mergers or tender
offers if such transactions are not favored by incumbent management.
There are no other material rights of the common or preferred shareholders not
included herein. There is no provision in our Certificate of Incorporation or
Bylaws that would delay, defer or prevent a change in control of the Company.
Debt Securities
---------------
We have not issued debt securities.
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<PAGE>
PART II
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ITEM 1
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MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S
-------------------------------------------------
COMMON EQUITY AND OTHER SHAREHOLDER MATTERS
-------------------------------------------
Market Information
------------------
There is no established public trading market for our securities. However, in
the next six months we plan to file for trading on the OTC Electronic Bulletin
Board which is sponsored by the National Association of Securities Dealers, Inc.
The OTC Electronic Bulletin Board is a network of security dealers who buy and
sell stock. The dealers are connected by a computer network which provides
information on current "bids" and "asks" as well as volume information.
Our share capital is not subject to outstanding options or warrants to purchase,
or securities convertible into, our share capital.
7,000,000 shares of our outstanding common stock are held by our sole director
and officer, Amar Bahadoorsingh, and are restricted securities. In addition,
1,000,000 shares of our outstanding common stock were issued in reliance upon
the exemption provided by section 4(2) of the Securities Act and are restricted
securities. The remaining 2,568,200 shares of our outstanding common stock are
held by non-affiliates. The restricted securities (as defined under Rule 144 of
the Securities Act) may only be sold under Rule 144 or otherwise under an
effective registration statement or an exemption from registration, if
available. Rule 144 generally provides that a person who has satisfied a one
year holding period for the restricted securities may sell, within any three
month period subject to certain manner of resale provisions, an amount of
restricted securities which does not exceed the greater of 1% of a company's
outstanding common stock or the average weekly trading volume in such securities
during the four calendar weeks prior to such sale. A sale of shares by such
security holders, whether under Rule 144 or otherwise, may have a depressing
effect upon the price of our common stock in any market that might develop.
Under Rule 144, directors, executive officers and persons or entities they
control or who control them may sell shares of common stock in any three-month
period in an amount limited to the greater of 1% of our outstanding shares of
common stock or the average of the weekly trading volume in our common stock
during the four calendar weeks preceding a sale. Sales under Rule 144 must also
be made without violating the manner-of-sale provisions, notice requirements,
and rules regarding the availability of public information about us.
No market exists for our securities and there is no assurance that a regular
trading market will develop, or if developed will be sustained. A shareholder in
all likelihood, therefore, will not be able to resell the securities referred to
herein should he or she desire to do so. Furthermore, it is unlikely that a
lending institution will accept our securities as pledged collateral for loans
unless a regular trading market develops. There are no plans, proposals,
arrangements or
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understandings with any person with regard to the development of a trading
market in any of our securities.
We have no plans to register any of our securities under the Securities Act for
sale by security holders. There is no public offering of equity and there is no
proposed public offering of equity.
Holders
-------
As of the date of this registration, we had 25 holders of record of our common
stock. We currently have one class of common stock outstanding and no preferred
stock outstanding.
Dividends
---------
We have not paid any dividends since our inception. We have no restrictions that
limit our ability to pay dividends, but we do not anticipate paying dividends in
the near future.
ITEM 2
------
LEGAL PROCEEDINGS
-----------------
We are not a party to any legal proceedings or pending legal proceedings. We are
not aware of any contemplated legal proceeding by a governmental authority
involving the Company.
ITEM 3
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CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
---------------------------------------------
Since inception of the Company, we have had no disagreement, resignation or
dismissal of the principal independent accountant for the Company. N.I. Cameron
Inc., Chartered Accountants, have audited our financial statements for the
period ending July 31, 2000.
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ITEM 4
------
RECENT SALES OF UNREGISTERED SECURITIES
---------------------------------------
On March 31, 1999 we issued 1,000,000 shares of our common stock to Century
Capital Management Ltd., a company controlled by our former director and
officer, for cash proceeds of $100.00. On October 31, 1999, we issued 7,000,000
shares of our common stock to Brett Walker, our sole director and officer in
exchange for services rendered valued at $700.00. On November 3, 2000 7,000,000
shares of our common stock were sold by Brett Walker to Amar Bahadoorsingh for
$700. These transactions were exempt from registration pursuant to Section 4(2)
of the Securities Act of 1933 by virtue of being transactions not involving any
public offering. On July 18, 2000 we issued 2,568,200 shares of our common stock
to 22 investors in exchange for $25,682. This transaction was exempt from
registration pursuant to Rule 504 of Regulation D of the Act by virtue of being
a limited offer and sale of securities not exceeding $1,000,000.
We have never utilized an underwriter for an offering of our securities. Other
than the securities mentioned above, we have not issued or sold any securities.
ITEM 5
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INDEMNIFICATION OF DIRECTORS AND OFFICERS
-----------------------------------------
Our Certificate of Incorporation provides that no director of the Company shall
have liability to the Company or our shareholders or to any other security
holders for monetary damages for breach of a fiduciary duty as a director;
provided, however, that such provisions shall not eliminate or limit the
liability of a director to the Company or to our shareholders or other security
holders for monetary damages for: (i) any breach of the director's duty of
loyalty to the Company or to our shareholders or other security holders; (ii)
acts or omissions of the director not in good faith or which involve intentional
misconduct or a knowing violation of the law by such director; (iii) acts by
such director as specified by the Delaware General Corporation Law; or (iv) any
transaction from which such director derived an improper personal benefit.
No officer or director shall be personally liable for any injury to any person
or property arising out of a tort committed by an employee of the Company giving
rise to the injury or unless such officer or director committed a criminal
offense. The protection afforded in the preceding sentence shall not restrict
other common law protections and rights that an officer or director may have.
At this time, no statute or provision of Certificate of Incorporation, the
Bylaws, any contract or other arrangement provides for insurance or
indemnification of a controlling person, director or officer of the Company
which would affect his or her liability in that capacity.
PART F/S
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The audited financial statement of the Company for the period ended July 31,
2000 and related notes which are included in this registration statement have
been examined by N.I. Cameron Inc.,
15
<PAGE>
Chartered Accountants, and have been included in reliance upon the opinion of
such accountants given upon their authority as experts in auditing and
accounting.
16
<PAGE>
PART III
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EXHIBITS
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<TABLE>
INDEX TO EXHIBITS PAGE
----------------- ----
<S> <C> <C>
Exhibit 1 Underwriting Agreement N/A
Exhibit 2 Plan of Acquisition, Reorganization, Arrangement,
Liquidation, Etc. N/A
Exhibit 3 Certificate of Incorporation (as amended) Previously filed
Bylaws with Form 10-SB
Exhibit 4 Instruments Defining the Rights of Security Holders Above
Exhibit 5 Voting Trust Agreement N/A
Exhibit 6 Assignment Agreement Bullet License Previously filed
with Form 10-SB
Exhibit 7 Letter on Accountant Change N/A
Exhibit 8 Information on Subsidiaries N/A
Exhibit 9 Power of Attorney N/A
</TABLE>
SIGNATURES
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In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
/s/ AMAR BAHADOORSINGH
----------------------
By: Amar Bahadoorsingh
Title: President
Date: 11/9/00
17
