UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS
Pursuant to Section 12(b) or (g) of the Securities and Exchange Act of 1934
DIVIA.COM, INC.
(Exact name of registrant as specified in its charter)
Nevada 88-0468251
(State of organization) (I.R.S. Employer Identification No.)
3360 West Sahara Avenue, Suite 200, Las Vegas, NV 89102
(Address of principal executive offices)
Registrant's telephone number, including area code (702) 732-2253
Registrant's facsimile number, including area code (702) 940-4006
Registrant's Attorney: Adam U. Shaikh, Esq., 3360 W. Sahara Ave., Suite
200, Las Vegas, NV 89102,
Telephone (702) 732-2253
Fax (702) 940-4006
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act: Common Stock
(1)
Item 1. Description of business
Divia.com, Inc. is a Nevada corporation formed under the laws of the State
of Nevada on July 24, 2000. Its principal place of business is located at
3360 West Sahara Avenue, Suite 200, Las Vegas, NV 89102.Divia was organized
to engage in any lawful corporate business.
The primary activity of Divia is to locate and consummate a merger
acquisition with a private entity.
Divia has been in the developmental stage since inception and has no
operating history other than organizational matters. Divia has no
operations and in accordance with SFAS #7, is considered a development stage
company.
Mr. Lovell, Mr. Shaikh, and Mr. Thomas, Divia's sole officers and directors,
have elected to begin implementing Divia's principal business purpose,
described below under "Item 2, Plan of Operation". As such, Divia can
be defined as a "shell" company.,whose sole purpose at this time is to locate
and consummate a merger or acquisition with a private entity. The proposed
business activities described herein classify Divia as a "blank check"
company.
Many states have enacted statutes, rules, and regulations limiting the sale
of securities of "blank check" companies in their respective
jurisdictions. Management does not intend to undertake any efforts to
cause a market to develop in Divia's securities until such time as
Divia has successfully implemented its business plan.
Divia is filing this registration statement on a voluntary basis, pursuant
to section 12(g) of the Securities Exchange Act of 1934 (the "Exchange Act"),
in order to ensure that public information is readily accessible to
all shareholders and potential investors, and to increase Divia's access to
financial markets. Divia plans to increase its access to financial markets by
gaining reporting status on the over-the-counter bulletin board. In the event
Divia's obligation to file periodic reports is suspended pursuant to the
Exchange Act, Divia anticipates that it will continue to voluntarily file
such reports.
Risk factors
Divia's business is subject to numerous risk factors, including the following:
Divia has no operating history, has received no revenue and has minimal assets.
Divia has had no operating history and has received no revenues or earnings
from operations. Divia has no significant assets or financial resources.
Divia will, in all likelihood, sustain operating expenses without
corresponding revenues, at least until it completes a business combination.
This may result in Divia incurring a net operating loss, which will increase
continuously until Divia completes a business combination with a profitable
business opportunity. There is no assurance that Divia will identify a
business opportunity or complete a business combination.
(2)
Divia's proposed operations are speculative and may not succeed. The success
of Divia's proposed plan of operation will depend to a great extent on the
operations, financial condition, and management of any potential business
opportunity. While management intends to seek business combinations with
entities having established operating histories, it cannot assure that Divia
will successfully locate candidates meeting such criteria. In the event Divia
completes a business combination, the success of Divia's operations may be
dependent upon management of the successor firm or venture partner firm
together with numerous other factors beyond Divia's control.
There is a scarcity of companies that may wish to merge or acquire with Divia
and the competition for such business opportunities and combinations is great.
Divia is, and will continue to be, an insignificant participant in the
business of seeking mergers and joint ventures with, and acquisitions of
small private entities. A large number of established and well-financed
entities, including venture capital firms, are active in mergers and
acquisitions of companies that may also be desirable target candidates for
Divia.
Nearly all such entities have significantly greater financial resources,
technical expertise, and managerial capabilities than Divia, and is,
consequently, at a competitive disadvantage in identifying possible business
opportunities and successfully completing a business combination.
Additionally, Divia has no way to distinguish itself from other blank check
companies.
Divia will also compete with numerous other small public companies in seeking
merger or acquisition candidates. Divia's competition will include operating
companies that are likewise looking for acquisition and merger candidates.
Divia currently has no agreements for business combinations or other
transactions and has no standards for approving business combinations.
Divia has no arrangement, agreement, or understanding with respect to
engaging in a business combination with any private entity. There can be no
assurance that Divia will successfully identify and evaluate suitable
business opportunities or conclude a business combination. Management has not
identified any particular industry or specific business within an industry
for evaluations. Divia has been in the developmental stage since inception
and has no operations to date. Other than issuing shares to its original
shareholders, Divia never commenced any operational activities. There is no
assurance that Divia will be able to negotiate a business combination on
terms favorable to Divia. Divia has not established a specific length of
operating history or a specified level of earnings, assets, net worth or
other criteria that it will require a target business opportunity to have
achieved, and without which Divia would not consider a business combination
in any form with such business opportunity. Accordingly, Divia may enter into
a business combination with a business opportunity having no significant
operating history, losses, limited or no potential for earnings, limited
assets, negative net worth, or other negative characteristics.
(3)
Divia is dependent on management that has limited or no business experience
and only a partial time commitment to Divia.
While seeking a business combination, management anticipates devoting ten to
twenty hours per month to the business of Divia. Divia's sole officer has
not entered into written employment agreement with Divia and does not expect
to do so in the foreseeable future.
Divia has no key man insurance despite the dependence on management.
Notwithstanding the combined limited experience and time commitment of
management, loss of the services of any of these individuals would adversely
affect development of Divia's business and its likelihood of continuing
operations. Despite this, Divia has not obtained key man life insurance on
its officer or director. See "Management."
Reporting requirements may delay or preclude acquisition.
Companies subject to Section 13 of the Securities Exchange Act of 1934 (the
"Exchange Act") must provide certain information about significant
acquisitions, including certified financial statements for Divia acquired,
covering one or two years,depending on the relative size of the acquisition.
The time and additional costs that may be incurred by some target entities
to prepare such statements may significantly delay or even preclude Divia
from completing an otherwise desirable acquisition. Acquisition prospects
that do not have or are unable to obtain the required audited statements may
not be appropriate for acquisition so long as the reporting requirements of
the 1934 Act are applicable.
Lack of market research of marketing organization.
Divia has conducted minimal market research indicating that market demand
exists for the transactions contemplated by Divia.
Moreover, Divia has limited marketing organization. If there is demand for a
business combination as contemplated by Divia, there is no assurance Divia
will successfully complete such transaction.
Lack of diversification
In all likelihood, Divia's proposed operations, even if successful, will
result in a business combination with only one entity. Consequently, the
resulting activities will be limited to that entity's business. Divia's
inability to diversify its activities into a number of areas may subject
Divia to economic fluctuations within a particular business or industry,
thereby increasing the risks associated with Divia's operations.
Divia may, in the future, be subject to the Investment Company Act of 1940.
Although Divia will be subject to regulation under the Securities Exchange
Act of 1934; management believes Divia will not be subject to regulation
under the Investment Company Act of 1940, insofar as Divia will not be
(4)
engaged in the business of investing or trading in securities. In the event
Divia engages in business combinations, which result in Divia holding
passive investment interests in a number of entities, Divia could be subject
to regulation under the Investment Company Act of 1940. In such event, Divia
would be required to register as an investment company and could be expected
to incur significant registration and compliance costs. Divia has obtained
no formal determination from the Securities and Exchange Commission as to
the status of Divia under the Investment Company Act of 1940 and,
consequently, any violation of such Act would subject Divia to material
adverse consequences.
Divia will probably be subject to a change in control of management.
A business combination involving the issuance of Divia's common stock will,
in all likelihood, result in shareholders of a private company obtaining a
controlling interest in Divia Any such business combination may require
management of Divia to sell or transfer all or portions of Divia's common
stock held by them, or resign as members of the Board of Director of Divia
The resulting change in control of Divia could result in removal of one or
more present officer and director of Divia and a corresponding reduction in
or elimination of their participation in the future affairs of Divia.
A reduction of the percentage of share ownership of Divia may follow
a business combination.
Divia's primary plan of operation is based upon a business combination with
a private concern which, in all likelihood, would result in Divia
issuing securities to shareholders of such private companies. Issuing
previously authorized and unissued common stock of Divia will reduce the
percentage of shares owned by present and prospective shareholders, and a
change in Divia's control and/or management.
Requirement of audited financial statements may disqualify business
opportunities.
Management believes that any potential target company must provide audited
financial statements for review, and for the protection of all parties to
the business combination. One or more attractive business opportunities may
forego a business combination with Divia, rather than incur the expenses
associated with preparing audited financial statements.
Blue sky considerations.
Because the securities registered hereunder have not been registered for
resale under the blue sky laws of any state, and Divia has no current plans
to register or qualify its shares in any state, holders of these shares and
persons who desire to purchase them in any trading market that might develop
in the future, should be aware that there may be significant state blue sky
restrictions upon the ability of new investors to purchase the securities.
These restrictions could reduce the size of any potential market.
(5)
Non-issuer trading or resales of Divia securities are exempt from state
registration or qualification requirements in most states. However, some
states may continue to restrict the trading or resale of blind- pool or
"blank-check" securities. Accordingly, investors should consider any
potential secondary market for Divia securities to be a limited one.
Item 2. Management's discussion and analysis or plan of operation note
regarding projections and forward looking statements.
Although Management believes that the expectations reflected in these
forward-looking statements are reasonable, it can give no assurance that
such expectations will prove to have been correct. Important factors that
could cause actual results to differ materially from the expectations are
disclosed in this Statement, including, without limitation, in conjunction
with those forward-looking statements contained in this Statement.
Plan of operation - general
Divia plans to seek, investigate, and if such investigation warrants,
acquire an interest in one or more business opportunities presented to it by
persons or firms desiring the perceived advantages of a publicly held
corporation. At this time, Divia has no plan, proposal, agreement,
understanding, or arrangement to acquire or merge with any specific business
or company and Divia has not identified any specific business or a company
for investigation and evaluation. No member of Management or any promoter of
Divia, or an affiliate of either, has had any material discussions with any
other company with respect to any acquisition of Divia.
Divia will not restrict its search to any specific business, industry, or
geographical location, and may participate in business ventures of virtually
any kind or nature.
Discussion of the proposed business under this caption and throughout this
Registration Statement is purposefully general and is not meant to restrict
Divia's virtually unlimited discretion to search for and enter into a
business combination. Divia may seek a combination with a firm which only
recently commenced operations, or a developing company in need of additional
funds to expand into new products or markets or seeking to develop a new
product or service, or an established business which may be experiencing
financial or operating difficulties and needs additional capital which is
perceived to be easier to raise by a public company.
In some instances, a business opportunity may involve acquiring or merging
with a corporation which does not need substantial additional cash but which
desires to establish a public trading market for its common stock. Divia may
purchase assets and establish wholly owned subsidiaries in various
businesses or purchase existing businesses as subsidiaries. Selecting a
business opportunity will be complex and extremely risky. Because of general
economic conditions, rapid technological advances being made in some
industries, and shortages of available capital, management believes that
there are numerous firms seeking the benefits of a publicly- traded
corporation. Such perceived benefits of a publicly traded corporation may
include facilitating or improving the terms on which additional equity
financing may be sought, providing liquidity for the principals of
a business, creating a means for providing incentive stock options or
similar benefits to key employees, providing liquidity (subject to
restrictions of applicable statues) for all shareholders, and other items.
(6)
Potentially available business opportunities may occur in many different
industries and at various stages of development, all of which will make the
task of comparative investigation and analysis of such business
opportunities extremely difficult and complex. Management believes that
Divia may be able to benefit from the use of "leverage" to acquire a target
company. Leveraging a transaction involves acquiring a business while
incurring significant indebtedness for a large percentage of the purchase
price of that business. Through leveraged transactions, Divia would be
required to use less of its available funds to acquire a target company and,
therefore, could commit those funds to the operations of the business, to
combinations with other target companies, or to other activities.
The assets of the acquired business will ordinarily secure the borrowing
involved in a leveraged transaction. If that business were not able to
generate sufficient revenues to make payments on the debt incurred by Divia
to acquire that business, the lender would be able to exercise the remedies
provided by law or by contract. These leveraging techniques, while reducing
the amount of funds that Divia must commit to acquire a business, may
correspondingly increase the risk of loss to Divia.
Divia can give no assurance as to the terms or availability of financing for
any acquisition. During periods when interest rates are relatively high, the
benefits of leveraging are not as great as during periods of lower interest
rates, because the investment in the business held on a leveraged basis will
only be profitable if it generates sufficient revenues to cover the related
debt and other costs of the financing. Lenders from which Divia may obtain
funds for purposes of a leveraged buy-out may impose restrictions on the
future borrowing, distribution, and operating policies of Divia It is not
possible at this time to predict the restrictions, if any, which lenders may
impose, or the impact thereof on Divia.
Divia has insufficient capital with which to provide the owners of
businesses significant cash or other assets. Management believes Divia will
offer owners of businesses the opportunity to acquire a controlling
ownership interest in a public company at substantially less cost than is
required to conduct an initial public offering. However, a business that
conducts a public will raise capital, but will not raise capital as a result
of merging with Divia. The owners of the businesses will, however, incur
significant post-merger or acquisition registration costs in the event they
wish to register a portion of their shares for subsequent sale. Divia will
also incur significant legal and accounting costs in connection with the
acquisition of a business opportunity, including the costs of preparing
Forms 8-K, agreements, and related reports and documents. At a minimum, It
will be necessary to file a Form 8K. Additionally, 10Qs and 10Ks will need
to be filed as necessary.
Nevertheless, the officers and directors of Divia have not conducted market
research and are not aware of statistical data that would support
the perceived benefits of a merger or acquisition transaction for the owners
of a business.
Divia does not intend to make any loans to any prospective merger or
acquisition candidates or to unaffiliated third parties. Divia will not
restrict its search for any specific kind of firms, but may acquire a
venture, which is in its preliminary or development stage, which is already
in operation, or in essentially any stage of its corporate life. It is
impossible to predict at this time the status of any business in which Divia
may become engaged,in that such business may need to seek additional capital,
may desire to have its shares publicly traded, or may seek other perceived
advantages which Divia may offer.
(7)
However, Divia does not intend to obtain funds in one or more private
placements to finance the operation of any acquired business opportunity
until such time as Divia has successfully consummated such a merger or
acquisition. Divia also has no plans to conduct any offerings under
Regulation S.
Currently, Divia has minimal cash. Additional funds will have to be raised
via securities issues or will need to be borrowed from management in order
to properly pursue its business plan. Should Divia be unable to raise the
necessary funds in the next 12 months, Divia would be unable to fully
implement its business plan and may be unable to implement its business plan
at all. In such an event, all active operations of Divia would cease.
Sources of opportunities
Divia will seek a potential business opportunity from all known sources, but
will rely principally on personal contacts of its officer and director as
well as indirect associations between them and other business and
professional people. It is not presently anticipated that Divia will engage
professional firms specializing in business acquisitions or reorganizations.
Management, while not especially experienced in matters relating to the new
business of Divia, will rely upon their own efforts and, to a much lesser
extent, the efforts of Divia's shareholders, in accomplishing the business
purposes of Divia. It is not anticipated that any outside consultants or
advisors, other than Divia's legal counsel and accountants, will be utilized
by Divia to effectuate its business purposes described herein. However, if
Divia does retain such an outside consultant or advisor, any cash fee earned
by such party will need to be paid by the prospective merger/acquisition
candidate, as Divia has no cash assets with which to pay such obligation.
There have been no discussions, understandings, contracts or agreements with
any outside consultants and none are anticipated in the future.
In the past, Divia's management has never used outside consultants or
advisors in connection with a merger or acquisition. As is customary in the
industry, a finder's fee for locating an acquisition prospect may be
necessary. If any such fee is paid, it will have to be approved and paid for
by the target candidate because Divia has no cash. Any such payment would be
done in accordance with industry standards.
Such fees are customarily between 1% and 5% of the size of the transaction,
based upon a sliding scale of the amount involved. Such fees are typically
in the range of 5% on a $1,000,000 transaction ratably down to 1% in
a $4,000,000 transaction. Management has adopted a policy that such a
finder's fee or real estate brokerage fee could, in certain circumstances,
be paid to any employee, officer, director or 5% shareholder of Divia, if
such person plays a material role in bringing a transaction to Divia.
Mr. Lovell, Mr. Shaikh, and Mr. Thomas do have general business experience
as disclosed in the resume.
(8)
Evaluation of opportunities
The analysis of new business opportunities will be undertaken by or under
the supervision of the officer and director of Divia (see "Management").
Management intends to concentrate on identifying prospective business
opportunities, which may be brought to its attention through present
associations with management. In analyzing prospective business
opportunities, management will consider, among other factors, such matters
as;
1. the available technical, financial and managerial resources
2. working capital and other financial requirements
3. history of operation, if any
4. prospects for the future
5. present and expected competition
6. the quality and experience of management services which may be
available and the depth of that management
7. the potential for further research, development or exploration
8. specific risk factors not now foreseeable but which then may be
anticipated to impact the proposed activities of Divia
9. the potential for growth or expansion
10. the potential for profit
11. the perceived public recognition or acceptance of products, services or
trades
12. name identification
Management will meet personally with management and key personnel of the
firm sponsoring the business opportunity as part of their investigation.
To the extent possible, Divia intends to utilize written reports and
personal investigation to evaluate the above factors. Divia will not acquire
or merge with any company for which audited financial statements cannot be
obtained. Opportunities in which Divia participates will present certain
risks, many of which cannot be identified adequately prior to selecting a
specific opportunity. Divia's shareholders must, therefore, depend on
Management to identify and evaluate such risks. Promoters of some
opportunities may have been unable to develop a going concern or may present
a business in its development stage (in that it has not generated
significant revenues from its principal business activities prior to Divia's
participation.) Even after Divia's participation, there is a risk that the
combined enterprise may not become a going concern or advance beyond the
development stage. Other opportunities may involve new and untested products,
processes, or market strategies, which may not succeed. Divia and, therefore,
its shareholders will assume such risks.
The investigation of specific business opportunities and the negotiation,
drafting, and execution of relevant agreements, disclosure documents, and
other instruments will require substantial management time and attention as
well as substantial costs for accountants, attorneys, and others. If a
decision were made not to participate in a specific business opportunity the
costs incurred in the related investigation would not be recoverable.
Furthermore, even if an agreement is reached for the participation in a
specific business opportunity, the failure to consummate that transaction
may result in the loss by Divia of the related costs incurred. There is the
additional risk that Divia will not find a suitable target. Management does
not believe Divia will generate revenue without finding and completing a
transaction with a suitable target company. If no such target is found,
therefore, no return on an investment in Divia will be realized, and there
will not, most likely, be a market for Divia's stock.
(9)
Acquisition of opportunities
In implementing a structure for a particular business acquisition, Divia may
become a party to a merger, consolidation, reorganization, joint venture,
franchise, or licensing agreement with another corporation or entity. It may
also purchase stock or assets of an existing business. Once a transaction is
complete, it is possible that the present management and shareholders of
Divia will not be in control of Divia. In addition, a majority or all of
Divia's officer and director may, as part of the terms of the transaction,
resign and be replaced by new officer and director without a vote of Divia's
shareholders.
It is anticipated that securities issued in any such reorganization would be
issued in reliance on exemptions from registration under applicable Federal
and state securities laws. In some circumstances, however, as a negotiated
element of this transaction, Divia may agree to register such securities
either at the time the transaction is consummated, under certain conditions,
or at specified time thereafter. The issuance of substantial additional
securities and their potential sale into any trading market, which may
develop in Divia's Common Stock, may have a depressive effect on such market.
While the actual terms of a transaction to which Divia may be a party cannot
be predicted, it may be expected that the parties to the business
transaction will find it desirable to avoid the creation of a taxable event
and thereby structure the acquisition in a so called "tax free"
reorganization under Sections 368(a)(1) or 351 of the Internal Revenue Code
of 1986, as amended (the "Code").
In order to obtain tax-free treatment under the Code, it may be necessary
for the owners of the acquired business to own 80% or more of the voting
stock of the surviving entity. In such event, the shareholders of Divia,
including investors in this offering, would retain less than 20% of the
issued and outstanding shares of the surviving entity, which could result in
significant dilution in the equity of such shareholders.
As part of Divia's investigation, officers and directors of Divia will meet
personally with management and key personnel, may visit and inspect material
facilities, obtain independent analysis or verification of certain
information provided, check references of management and key personnel, and
take other reasonable investigative measures, to the extent of Divia's
limited financial resources and management expertise. The manner in which
Divia participates in an opportunity with a target company will depend on
the nature of the opportunity, the respective needs and desires of Divia and
other parties, the management of the opportunity, and the relative
negotiating strength of Divia and such other management. With respect to any
mergers or acquisitions, negotiations with Target Company, management will
be expected to focus on the percentage of Divia, which the target company's
shareholders would acquire in exchange for their shareholdings in the target
company. Depending upon, among other things, the target company's assets and
liabilities, Divia's shareholders will, in all likelihood, hold a lesser
percentage ownership interest in Divia following any merger or acquisition.
The percentage ownership may be subject to significant reduction in the
event Divia acquires a target company with substantial assets. Any merger or
acquisition effected by Divia can be expected to have a significant dilutive
effect on the percentage of shares held by Divia then shareholders,
(10)
including purchasers in this offering. Management has advanced, and will
continue to advance, funds, which shall be used by Divia in identifying and
pursuing agreements with target companies. Management anticipates that these
funds will be repaid from the proceeds of any agreement with the target
company, and that any such agreement may, in fact, be contingent upon the
repayment of those funds.
It is expected that amounts to conduct investigations will be less than
$10,000 and that such amount will come from Mr. Lovell, Mr. Shaikh, and Mr.
Thomas. Additional funds may need to be raised if the amount exceeds
this or Mr. Lovell, Mr. Shaikh, and Mr. Thomas are short on funds.
Mr. Lovell, Mr. Shaikh, and Mr. Thomas may contribute up to $10,000 for
acquisition investigations. However, Mr. Lovell, Mr. Shaikh, and Mr. Thomas
are not obligated to advance any additional amount to Divia. Divia may be
required to issue stock to raise additional funds if Mr. Lovell, Mr. Shaikh,
and Mr. Thomas cannot provide said funds.
Competition
Divia is an insignificant participant among firms, which engage in business
combinations with, or financing of, development-stage enterprises. There are
many established management and financial consulting companies and venture
capital firms, which have significantly greater financial and personal
resources, technical expertise and experience than Divia. In view of Divia's
limited financial resources and management availability, Divia will continue
to be at significant competitive disadvantage vis-a-vis the Divia
competitors. Divia will be at a disadvantage with other companies having
larger technical staffs, established market shares and greater financial
backing.
Regulation and taxation
The Investment Company Act of 1940 defines an "investment company." as an
issuer, which is or holds it out as being engaged primarily in the business
of investing, reinvesting or trading securities. While Divia does not
intend to engage in such activities, Divia may obtain and hold a minority
interest in a number of development stage enterprises. Divia could be
expected to incur significant registration and compliance costs if required
to register under the Investment Company Act of 1940. Accordingly,
management will continue to review Divia's activities from time to time
with a view toward reducing the likelihood Divia could be classified as an
"investment company." Divia intends to structure a merger or acquisition
in such manner as to minimize Federal and state tax consequences to Divia,
and to any target company.
Employees
Divia's only employees at the present time are its officer and director,
who will devote, as much time as the Board of Director determine is
necessary to carry out the affairs of Divia. (See "Management").
(11)
Mr. Lovell, Mr. Shaikh, and Mr. Thomas's time devotion to Divia would be
estimated at 10 hours a month until further fundraising or a merger/
acquisition.
Item 3. Description of property
Divia neither owns nor leases any real property at this time. Divia conducts
its business from 3360 West Sahara Avenue, Suite 200, Las Vegas, NV 89102.
Item 4. Security ownership of certain beneficial owners and management.
As of July 24, 2000, Mr. Lovell, Mr. Shaikh, and Mr. Thomas are the
beneficial owners of thirty-three and thirty-three hundredths percent
(33.33%) each of Divia's common stock. The management of Divia does own
stock in Divia.
Title of Class Name of Beneficial Amount and Nature Percent
Owner (1) of Beneficial Of Class
Owner(2)
Common Stock Adam U. Shaikh 1,000,000 33%
Common Stock Danny J. Lovell 1,000,000 33%
Common Stock Eliot J. Thomas 1,000,000 33%
Common Stock Officers and Directors 3,000,000 100%
Item 5. Directors, executive officers, promoters, and control persons.
The members of the Board of Director of Divia serve until the next annual
meeting of the stockholders, or until their successors have been elected.
The officers serve at the pleasure of the Board of Director. There are no
agreements for any officer or director to resign at the request of any other
person, and none of the officers or directors named below are acting on
behalf of, or at the direction of, any other person. Divia's officer and
director will devote their time to the business on an"as-needed"
basis, which is expected to require 5-10 hours per month.
Information as to the directors and executive officers of the Divia are as
follows:
(12)
Name Age Position
Danny Lovell 27 President, Director
Adam U. Shaikh 27 Secretary, Director
Eliot Thomas 30 Treasurer, Director
Danny J. Lovell. President/Director, Age 27.
Mr. Lovell graduated with B.A. in Education from Illinois State University
in 1998. Mr. Lovell was an educator in the Peoria, Illinois School System
during the 1999-2000 school year. Mr. Lovell is currently an office manager
in a Las Vegas law firm.
Eliot J. Thomas. Treasurer/Director, Age 30.
Mr. Thomas graduated with B.S. in Accounting from the University of
Nebraska at Omaha in 1996. Mr. Thomas received his J.D. from Drake
University Law School in 1999 and is currently employed as a law clerk in a
Las Vegas law firm.
Adam U. Shaikh. Secretary/Director, Age 27.
Mr. Shaikh graduated with a B.A. in Political Science/History from Iowa
State University in 1996. Mr. Shaikh received a J.D. from Drake University
Law School in 1999 and received his license to practice law in 1999 in
Nevada. He is currently employed as an attorney in a Las Vegas law firm.
Blank check experience
Currently, President Danny Lovell, Secretary Adam Shaikh, and Treasurer
Eliot Thomas are officers and directors for two other blank check companies,
Loanspaid.com, Inc. and Freelance.com, Inc. Currently, Loanspaid.com and
Freelance.com have not been cleared by the SEC. Therefore, there has been no
public offering as of yet.
Other blank check companies
Name of Company Registration Form Date Filed Status
Loanspaid.com, Inc. SB-2 7/10/2000 Pending
Freelance.com, Inc. SB-2 7/10/2000 Pending
There is no family relationship between any of the officer and director of
the Divia. The Divia Board of Director has not established any committees.
(13)
Conflicts of interest
Management anticipates it will devote only a minor amount of time to
Divia 's affairs. Currently, Mr. Lovell, Mr. Shaikh, and Mr. Thomas work
fulltime at their respective employers. Mr. Lovell, Mr. Shaikh, and Mr.
Thomas may in the future become a shareholders, officers or directors of
other companies which may be formed for the purpose of engaging in business
activities similar to those conducted by Divia. Divia does not currently
have a formal right of first refusal pertaining to opportunities that come
to management's attention insofar as such opportunities may relate to
Divia's proposed business operations.
Mr. Lovell, Mr. Shaikh, and Mr. Thomas, so long as they are an officer of
Divia, are subject to the restriction that all opportunities contemplated by
Divia's plan of operation which come to their attention, either in the
performance of their duties or in any other manner, will be considered
opportunities of, and be made available to Divia and the companies that they
are affiliated with on an equal basis. A breach of this requirement will be
a breach of the fiduciary duties of the officer or director. If a situation
arises in which more than one company desires to merge with or acquire that
target company and the principals of the proposed target company have no
preference as to which company will merge or acquire such target company,
Divia of which the President first became an officer and director will be
entitled to proceed with the transaction. Except as set forth above, Divia
has not adopted any other conflict of interest policy with respect to such
transactions.
Investment company act of 1940
Although Divia will be subject to regulation under the Securities Act of
1933 and the Securities Exchange Act of 1934, management believes Divia will
not be subject to regulation under the Investment Company Act of 1940
insofar as Divia will not be engaged in the business of investing or trading
in securities. In the event Divia engages in business combinations, which
result in Divia holding passive investment interests in a number of entities,
Divia could be subject to regulation under the Investment Company Act of
1940. In such event, Divia would be required to register as an investment
company and could be expected to incur significant registration and
compliance costs. Divia has obtained no formal determination from the
Securities and Exchange Commission as to the status of Divia under the
Investment Company Corp. Act of 1940 and, consequently, any violation of
such Act would subject Divia to material adverse consequences.
(14)
Item 6. Executive compensation
There is no executive compensation given to Mr. Lovell, Mr. Shaikh, and Mr.
Thomas. It is possible that, after Divia successfully consummates a merger
or acquisition with an unaffiliated entity, that entity may desire to employ
or retain one or more members of Divia's management for the purposes of
providing services to the surviving entity, or otherwise provide other
compensation to such persons. It is possible that persons associated with
management may refer a prospective merger or acquisition candidate to Divia.
In the event Divia consummates a transaction with any entity referred by
associates of management, it is possible that such an associate will be
compensated for their referral in the form of a finder's fee. It is
anticipated that this fee will be either in the form of restricted common
stock issued by Divia as part of the terms of the proposed transaction, or
will be in the form of cash consideration. However, if such compensation is
in the form of cash, the acquisition or merger candidate will tender such
payment, because Divia has insufficient cash available. The amount of such
finder's fee cannot be determined as of the date of this registration
statement, but is expected to be comparable to consideration normally paid
in like transactions. No member of management of Divia will receive any
finder's fee, either directly or indirectly, as a result of his or her
respective efforts to implement Divia's business plan outlined herein.
Persons "associated" with management are meant to refer to persons with whom
management may have had other business dealings, but who are not affiliated
with or relatives of management. The Registrant for the benefit of its
employees has adopted no retirement, pension, profit sharing, stock option
or insurance programs or other similar programs.
Item 7. Certain relationships and related transactions
There are no relationships, transactions, or proposed transactions to which
the registrant was or is to be a party, in which any of the named persons
set forth in Item 404 of Regulation SB had or is to have a direct or
indirect material interest.
Adam U. Shaikh, Divia's Secretary and Director, also serves as the Company's
general counsel.
Item 8. Legal proceedings.
Divia is not a party to any material pending legal proceedings and, to the
best of its knowledge, no such action by or against Divia has been
threatened.
Item 9. Market for common equity and related stockholder matters.
Divia's common stock is not traded on any exchange or OTC market. Management
has not undertaken any discussions, preliminary or otherwise, with any
prospective market maker concerning the participation of such market maker
in the after-market for Divia's securities and management does not intend to
initiate any such discussions until such time as Divia has consummated a
merger or acquisition. There is no assurance that a trading market will ever
develop or, if such a market does develop, that it will continue. After a
(15)
merger or acquisition has been completed, Divia's officer and director will
most likely be the person to contact prospective market makers. It is also
possible that persons associated with the entity that merges with or is
acquired by Divia will contact prospective market makers. Divia does not
intend to use consultants to contact market makers.
Market price
The Registrant's Common Stock is not quoted at the present time. Effective
August 11, 1993, the Securities and Exchange Commission adopted Rule 15g-9,
which established the definition of a "penny stock," for purposes relevant
to Divia, as any equity security that has a market price of less than $5.00
per share or with an exercise price of less than $5.00 per share, subject
to certain exceptions. For any transaction involving a penny stock, unless
exempt, the rules require: (i) that a broker or dealer approve a person's
account for transactions in penny stocks; and (ii) the broker or dealer
receive from the investor a written agreement to the transaction, setting
forth the identity and quantity of the penny stock to be purchased. In
order to approve a person's account for transactions in penny stocks, the
broker or dealer must (i) obtain financial information and investment
experience and objectives of the person; and (ii) make a reasonable
determination that the transactions in penny stocks are suitable for that
person and that person has sufficient knowledge and experience in financial
matters to be capable of evaluating the risks of transactions in penny
stocks. The broker or dealer must also deliver, prior to any transaction in
a penny stock, a disclosure schedule prepared by the Commission relating to
the penny stock market, which, in highlight form, (i) sets forth the basis
on which the broker or dealer made the suitability determination; and (ii)
that the broker or dealer received a signed, written agreement from the
investor prior to the transaction. Disclosure also has to be made about the
risks of investing in penny stocks in both public offerings and in
secondary trading, and about commissions payable to both the broker-dealer
and the registered representative, current quotations for the securities
and the rights and remedies available to an investor in cases of fraud in
penny stock transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in the account
and information on the limited market in penny stocks. The National
Association of Securities Dealers, Inc. (the "NASD"), which administers
NASDAQ, has recently made changes in the criteria for initial listing on
the NASDAQ Small Cap market and for continued listing. For initial listing,
a company must have net tangible assets of $4 million, market
capitalization of $50 million or net income of $750,000 in the most
recently completed fiscal year or in two of the last three fiscal years.For
initial listing, the common stock must also have a minimum bid price of $4
per share. In order to continue to be included on NASDAQ, a company must
maintain $2,000,000 in net tangible assets and a $1,000,000 market value of
its publicly traded securities. In addition, continued inclusion requires
two market makers and a minimum bid price of $1.00 per share.
Management intends to strongly consider undertaking a transaction with any
merger or acquisition candidate, which will allow Divia securities to be
traded without the aforesaid limitations. However, there can be no
assurances that, upon a successful merger or acquisition, that Divia will
qualify its securities for listing on NASDAQ or some other national
exchange, or be able to maintain the maintenance criteria necessary to
insure continued listing. The failure of Divia to qualify its securities or
to meet the relevant maintenance criteria after such qualification in the
future may result in the discontinuance of the inclusion of Divia
securities on a national exchange.In such events, trading, if any, in Divia
securities may then continue in the non-NASDAQ over-the-counter market. As
a result, a shareholder may find it more difficult to dispose of, or to
obtain accurate quotations as to the market value of, Divia securities.
(16)
Holders
As of July 24, 2000, there are 3 holders of Divia's common shares. All of
these shareholders hold restricted stock pursuant to, Section 4(2)
exemption. All shareholders hold restricted stock pursuant to Rule 144.
Shares sold in the future may have to comply with Rule 144.
All of the 3,000,000 shares, which are held by management, have been issued
in reliance on the private placement exemption under the amended Securities
Act of 1933. Such shares will not be available for sale in the open market
without separate registration except in reliance upon Rule 144 under the Act.
In general, under Rule 144 a person (or persons whose shares are aggregated)
who has beneficially owned shares acquired in a non-public transaction for
at least one year, including persons who may be deemed affiliates of Divia
(as that term is defined under the Act) would be entitled to sell within any
three-month period a number of shares that does not exceed the greater of 1%
of the then outstanding shares of common stock, or the average weekly
reported trading volume on all national securities exchanges and through
NASDAQ during the four calendar weeks preceding such sale, provided that
certain current public information is then available. If a substantial
number of the shares owned by management were sold pursuant to Rule 144 or a
registered offering, the market price of the common stock could be adversely
affected.
Dividends
The Registrant has not paid any dividends to date and has no plans to do so
in the immediate future.
Item 10. Recent sales of unregistered securities.
On June 19, 2000, 1,000,000 shares were issued to Adam U. Shaikh, 1,000,000
to Danny Lovell and 1,000,000 to Eliot Thomas under Rule 4(2).
Item 11. Description of securities.
Common stock
Divia was incorporated on July 24, 2000, as Divia.com, Inc., with an
authorized share capital of Twenty-Five Million (25,000,000) shares of
Common Stock. Upon incorporation, Divia initially issued Three Million
(3,000,000) Common Shares with par value of $.001. These shares were
restricted under Rule 144 of the Securities Act of 1933, as amended.
(17)
The Divia Articles of Incorporation authorizes the issuance of 25,000,000
shares of Common stock, of which 3,000,000 are issued and outstanding. The
shares are non-assessable, without pre-emptive rights, and do not carry
cumulative voting rights. Holders of common shares are entitled to one vote
for each share on all matters to be voted on by the stockholders. The shares
are without pre-emptive rights and do not carry cumulative voting rights.
Holders of common shares are entitled to share ratably in dividends, if any,
as may be declared by Divia from time-to-time, from funds legally available.
In the event of a liquidation, dissolution, or winding up of Divia, the
holders of shares of common stock are entitled to share on a pro-rata basis
all assets remaining after payment in full of all liabilities. Management is
not aware of any circumstances in which additional shares of any class or
series of Divia's stock are to be issued to management or promoters, or
affiliates or associates of either.
Future tradability of shares.
On January 21, 2000, Mr. Richard K. Wulff, Chief of Office of Small Business
for the SEC, issued an interpretative letter to Mr. Ken Worm, Assistant
Director of the OTC Compliance Unit of the NASD Regulation, concerning the
tradability of stock issued in limited operation companies. Mr. Wulff's
interpretation was that stock issued or gifted under an exemption under the
1933 Act would not be considered free trading.
Item 12. Indemnification of directors and officers.
Divia and its affiliates may not be liable to its shareholders for errors in
judgment or other acts or omissions not amounting to intentional misconduct,
fraud, or a knowing violation of the law, since provisions have been made in
the Articles of incorporation and By-laws limiting such liability. The
Articles of Incorporation and By-laws also provide for indemnification of
the officer and director of Divia in most cases for any liability suffered
by them or arising from their activities as officer and director of Divia if
they were not engaged in intentional misconduct, fraud, or a knowing
violation of the law. Therefore, purchasers of these securities may have a
more limited right of action than they would have except for this limitation
in the Articles of Incorporation and By-laws. The officer and director of
Divia are accountable to Divia as fiduciaries, which means such officer and
director are required to exercise good faith and integrity in handling
Divia's affairs. A shareholder may be able to institute legal action on
behalf of himself and all others similarly stated shareholders to recover
damages where Divia has failed or refused to observe the law. Shareholders
may, subject to applicable rules of civil procedure, be able to bring a
class action or derivative suit to enforce their rights, including rights
under certain federal and state securities laws and regulations.
Shareholders who have suffered losses in connection with the purchase or
sale of their interest in Divia in connection with such sale or purchase,
including the misapplication by any such officer or director of the proceeds
from the sale of these securities, may be able to recover such losses from
Divia.
Item 13. Financial statements
The financial statements and supplemental data required by this Item 13
follow the index of financial statements appearing at Item 15 of this Form
10-SB.
(18)
Item 14. Changes in and disclosure with accountants on accounting
and financial disclosure.
The Registrant has not changed accountants since its formation, and
Management has had no disagreements with the findings of its accountants.
Item 15. Financial statements and exhibits.
Exhibits
3.1 Articles of Incorporation
3.2 By-Laws
Signatures
In accordance with Section 12 of the Securities Act of 1934, the Registrant
caused this registration to be signed on its behalf by the undersigned,
thereunto duly authorized.
Divia, Inc.
By:/S/__________________
Danny Lovell
President.
By:/S/__________________
Eliot Thomas
Treasurer.
By:/S/__________________
Adam Shaikh
Secretary.
DIVIA.COM, INC.
FINANCIAL STATEMENT
JULY 24, 2000
MERDINGER, FRUCHTER, ROSEN & CORSO, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
888 SEVENTH AVENUE
NEW YORK, NEW YORK 10106
TEL:(212)757-8400
FAX:(212)757-6124
INDEPENDENT AUDITORS' REPORT
We have audited the accompanying balance sheet of Divia.com, Inc. as of July
24, 2000. The financial statement is the responsibility of the Company's
management. Our responsibilty is to express an opinion on this financial
statement based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statement is free of
material misstatement.An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statement. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable
basis for our opinion.
In our opinion, the financial statement referred to above presents fairly,
in all material respects, the financial position of Divia.com, Inc, as of
July 24, 2000 in conformity with generally accepted accounting principles.
MERDINGER, FRUCHTER, ROSEN & CORSO, P.C.
Certified Public Accountants
New York, New York
July 24, 2000
-1-
<TABLE>
DIVIA.COM, INC.
BALANCE SHEET
JULY 24, 2000
<S> <C>
ASSETS $__________-
LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities -
Stockholder's equity
Common stock, $.001 par value; 25,000,000 shares
authorized, 3,000,000 shares issued and outstanding 3,000
Stock subscription receivable 3,000
___________
Total stockholders' equity -
___________
Total liabilities and stockholder's equity $ -
============
</TABLE>
The accompanying note is an integral part of the financial statement.
MERDINGER, FRUCHTER, ROSEN & CORSO, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
-2-
DIVIA.COM,INC.
NOTES TO FINANCIAL STATEMENTS
JULY 24, 2000
NOTE 1 - NATURE OF OPERATIONS
Divia.com,Inc. was incorporated on July 24, 2000 in the State
of Nevada. The Corporation's principal business activity has
not yet been determined.
MERDINGER, FRUCHTER, ROSEN & CORSO, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
-3-
