U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
DOTCOM VISIONS, INC.
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(Name of Small Business Issuer)
Delaware 33-0803437
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(State or Other Jurisdiction of I.R.S. Employer Identification
Incorporation or Organization) Number
235 World Trade Center
San Francisco, California 94111
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(Address of Principal Executive Offices including Zip Code)
602-952-1552
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(Issuer's Telephone Number)
Securities to be Registered Under Section 12(b)
of the Act: None
Securities to be Registered Under Section 12(g)
of the Act: Common Stock,
$.0001 Par Value
(Title of Class)
<PAGE>
TABLE OF CONTENTS
ITEM
PART I
Note Regarding Forward Looking Statements
Item 1. Description of Business
Risk Factors
Item 2. Management's Discussion and Analysis or Plan of Operation
Item 3. Property
Item 4. Security Ownership of Certain Beneficial Owners and
Management
Item 5. Directors, Executive Officers, Promoters, and Control
Persons of the Company
Item 6. Executive Compensation
Item 7. Certain Relationships and Related Transactions
Item 8. Description of Securities
PART II
Item 1. Market Price of and Dividends on the Company's Common
Equity and Other Shareholder Matters
Item 2. Legal Proceedings
Item 3. Changes In and Disagreements with Accountants on Accounting
and Financial Disclosure
Item 4. Recent Sales of Unregistered Securities
Item 5. Indemnification of Directors and Officers
PART F/S
Index to Financial Statements
PART III
Item 1. Index to Exhibits
<PAGE>
ITEM 1. DESCRIPTION OF BUSINESS
General
DotCom Visions, Inc. (the "Company")is filing this Form 10SB
registration statement on a voluntary basis and plans to continue filing
interim and periodic reports as required under the Exchange Act of 1934,
as amended ("Exchange Act"), in order to maintain compliance with the
Securities and Exchange Commission's ("SEC") requirements to maintain
the status of a reporting company. The Company plans to become a
reporting company in order to list its securities for public trading on
the over-the-counter Electronic Bulletin Board ("OTCBB"). Under current
National Association of Security Dealers ("NASD") rules, in order for a
company to become listed on the OTCBB, it must be a reporting company
under the Exchange Act.
Forward Looking Statements
Certain information detailed within this registration statement is based
on forward-looking statements. Generally, the words "anticipates,"
"believes," "expects," "intends," and similar expressions identify such
forward-looking statements. Forward-looking statements involve risks and
uncertainties, and the Company's actual results could differ materially
from the results discussed in the forward-looking statements. Forward-
looking statements are current only as of the date of this registration
statement.
All parties and individuals reviewing this registration statement and
considering the Company as an investment should be aware of the
financial risk involved with investing in a development stage company.
When deciding whether to invest or not, careful review of the risk
factors detailed in Item 1 of this document and consideration of
forward-looking statements contained in this registration statement
should be adhered to.
Business Development
On May 7th 1998, Ace Legal Courier Services, Inc. was incorporated in the
State of Delaware for the specific intent of conducting courier services
for lawyers within the California area. Ace Legal Courier Services, Inc.
conducted no operations past the development stage and did not generate
any revenue. On October 29th, 1999, the Board of Directors and the
majority of shareholders of Ace Legal Courier Services, Inc. voted and
approved the sale of a controlling interest in the Company, adopted a
change in the Company's business plan, and a name change to DotCom
Visions, Inc. To date, DotCom Visions, Inc. has not conducted any
operations.
Neither Ace Legal Courier Services, Inc. nor DotCom Visions, Inc. have
had any bankruptcy, receivership, or similar proceedings. Other than the
sale of a controlling interest (See Item 7)and adoption of the new
business plan, and name change from Ace Legal Courier Services, Inc.
neither Ace Legal Courier Services, Inc. nor DotCom Visions, Inc. has
had any material reclassification, merger, consolidation, or purchase or
sale of a significant amount of assets in the ordinary course of
business.
Business of Issuer
The DotCom Visions, Inc. ("the Company", "Company", "Our", "our", "We",
"we") business plan is to become actively engaged in providing start-up
and ongoing management services to business-to-business ("B2B")e-
commerce companies through a network of partner and/or similarly related
companies. The extent and specific nature of these services are not
known at this time, but will be better determined as the Company
progresses with its business plan and sees the actual needs for the
services of its partner companies. The goal is to become a premier B2B
e-commerce company "network" by establishing an e-commerce presence in
major segments of the economy through companies that are inter-related
and provide a combined synergistic group that derives direct benefits
from these relationships. The Company plans to focus on two sectors of
B2B e-commerce companies, namely Market Makers and Infrastructure
Service Providers. The Company defines Market Makers as companies that
bring buyers and sellers together by creating Internet-based markets for
the exchange of goods, services, and information. The Company defines
Infrastructure Service Providers as businesses that sell software and
services to other businesses engaged in e-commerce. The Company believes
that a primary focus on the above described aspects of the B2B e-
commerce industry will enable rapid exploitation of new opportunities
and the ability to attract and develop leading B2B e-commerce companies
within the defined sectors described above. To date, the Company has no
relationships with any B2B e-commerce company(s) (partner company(s)),
and has provided no management services to any such company(s).
Strategy
The Company's planned operating strategy is to integrate various
companies (partner companies) into a collaborative network by developing
long term relationships with and among them. The Company plans to use
and develop collective resources within the partner companies to
actively promote the business strategies, operations, and management
teams of the partner companies. The Company believes its current
management team (See Item 5 - Directors, Executive Officers, Promoters,
and Control Persons) brings experience, industry relationships, and
specific expertise within the B2B e-commerce industry that will enhance
the ability of the Company's proposed collaborative network to
facilitate innovation and growth among the partner companies. The
current management team is limited to the two officers of the company
and the amount of time that each of them plan to devote promoting the
Company's business plan will be limited to a part-time basis. In
addition, the two current officers currently have obligations and/or
employment that may take priority over that of the Company.
The Company plans to enhance the value of its holdings by taking
strategic positions with early-stage Market Maker and Infrastructure
Service Provider companies that have the potential for significant
growth within the B2B e-commerce industry. The Company believes that the
most effective way to implement its business plan is to locate and
become involved with undervalued companies within the above-specified
sectors and then promote synergistic business relationships among them.
Competition
The Company will face competition from other service providers,
including publicly traded Internet companies (America On-Line, YAHOO,
Lycos), venture capital companies (Internet.com, Internet Capital Group,
CMGI), and other large corporations. Many of these competitors have
greater financial resources, more experienced management, and greater
brand name recognition than Company's. These competitors may limit the
potential opportunity to become involved with new partner companies and
thereby prevent the development of the Company's proposed business
strategy of creating a collaborative network of partner companies. If
the Company is unable to attract, develop, and maintain relationships
with the proposed partner companies it would have a material adverse
impact on the success of the Company.
Reference is made throughout this registration statement to "partner
companies" in which the Company anticipates developing a strategic
interest. These statements are forward-looking, and as of the date of
this registration statement the Company has no partner companies.
Furthermore, the Company must overcome multiple barriers before it will
be able to enter into a strategic relationship with a partner company
(See "Risks Particular to DotCom Visions, Inc." within Item 1 of this
registration statement). If, and when, the Company begins actual
operations, it does not plan to act as an agent or legal representative
for any of the partner companies. The Company will not have the types of
liabilities in relation to the proposed partner companies that a general
partner of a partnership would have. The Company currently has no
relationship, by agreement or otherwise, with any partner company(s).
The Company has no new public announcements of services or products
planned.
The Company does not rely on raw materials for conducting its business.
The Company will not be dependant on one or a few major customers, but
it will rely on the success and overall synergetic combination of the
partner companies in which it anticipates taking a strategic
position.(See "Risks Particular To Our Partner Companies" within Item 1
of this Registration Statement)
The Company currently has no patents, trademarks, licenses, franchise,
royalty agreements, or labor contracts in place.
The Company is unaware of need for governmental approval for its
proposed business plan. However, federal and state approval may be
required beyond that the Company is currently aware. For example, states
in which the Company may operate may have specific regulations and/or
guidelines that will need to be followed that could potentially result
in reduction of the Company's overall revenue.
The Company is unaware of any environmental laws (federal, state, or
local) that will have an effect on its proposed business.
The Company has spent no money over the past two years on research and
development.
Currently the Company has no employees excluding the current officers
and directors. The two officers and directors of the Company, John
Hoffman and Steve Clark, are currently employed full-time. Mr. John
Hoffman is currently the Co-Owner and CEO of Orion Environmental
Southwest, Inc., a Stage II Environmental Compliance Testing company.
Mr. Clark currently is employed by American Express TRS as a
Software/Network Specialist (SEE "ITEM 5. DIRECTORS, EXECUTIVE OFFICERS,
PROMOTERS, AND CONTROL PERSONS" Potential Conflicts of Interest). The
two officers and directors anticipate devoting, at most, 20 hours per
month. This is only an estimation and may be increased or decreased
depending on unforeseen factors. Though no commercial conflicts are
anticipated between the current employers of the officer, directors, and
the Company no assurance can be given that this will continue.
Industry Background
The substantial growth in B2B e-commerce creates sizable market
opportunities for new emerging companies. Forrester Research estimates
that the B2B e-commerce market, defined as the intercompany trade of
hard goods over the Internet, will grow from $35 billion in 1998 to more
than $1.3 trillion by 2003. The Company will focus on two types of B2B
e-commerce companies, which the Company defines as "Market Makers" and
"Infrastructure Service Providers".
. Market Makers bring buyers and sellers together by creating
Internet-based markets for the exchange of goods, services, and
information. Market Makers enable more effective and lower cost commerce
for traditional businesses by providing access through the Internet to a
broader range of buyers and sellers. Market Makers typically operate in
a specific industry and tailor their business models to match a target
market's distinct characteristics.
. Infrastructure Service Providers sell software and services to
businesses engaged in e-commerce. Many businesses need assistance in
designing business practices to take advantage of the Internet and in
building and managing the technological infrastructure needed to support
B2B e-commerce.
RISK FACTORS
The Company is in the development stage and the market it intends to
compete within is new and emerging. There are several competitors within
the marketplace that have significantly greater financial and management
resources than the Company. The following section describes some of the
risk factors specific to the Company, as well as risk factors associated
with proposed partner companies. Individuals should carefully consider
the following risk factors, in addition to the other information
presented in this registration statement, when evaluating the Company's
business plan. Any of the following risks could seriously harm the
business and/or prevent the furtherance of the business.
RISKS PARTICULAR TO DOTCOM VISIONS, INC.
A. NO OPERATING HISTORY TO EVALUATE.
The Company's business strategy was developed in October of 1999 and to
date it has not commenced operations or generated revenue. The Company,
therefore has no operating history from which you may evaluate our
business and prospects. We are among the many companies that have
entered into the emerging Business to Business ("B2B") e-commerce
market. In addition, many, and likely all, of our proposed partner
companies will be in the early stages of their development. Our business
and prospects must be considered in light of the risk, expense, and
difficulties frequently encountered by companies in an early stage of
development, particularly companies in new and rapidly evolving markets
such as B2B e-commerce. If we are unable to effectively allocate our
resources and help grow our partner companies we will not be able to
execute our strategy of developing a collaborative network of partner
companies.
B. OUR BUSINESS DEPENDS UPON THE PERFORMANCE OF OUR PARTNER COMPANIES,
WHICH IS UNCERTAIN.
Economic, governmental, industry, and Company factors outside our
control will affect each of our partner companies. If our partner
companies do not succeed, the value of our assets will decline. The
material risks relating to our partner companies include:
. lack of the widespread commercial use of the Internet, which may
prevent our partner companies from succeeding;
. intensifying competition for the products and services our
partner companies may offer, which could lead to the failure of some or
all of our partner companies.
. fluctuations in the market price of the common stock of any
future publicly traded partner companies, which are likely to affect the
price of our common stock;
Other potential material risks relating to partner companies are more
fully described below under "Risks Particular to Our Partner Companies."
C. OUR BUSINESS MODEL IS UNPROVEN.
Our strategy is based on an unproven business model. Our business model
depends on the willingness of companies to join our collaborative
network and the ability of the collaborative network to assist our
partner companies. Our business model depends on our ability to share
information within our network of partner companies. If competition
develops among our partner companies, we may be unable to fully benefit
from the sharing of information within our network of partner companies.
If we cannot convince companies of the value of our business model, our
ability to attract new companies will be adversely affected and our
strategy of building a collaborative network will not succeed.
D. WE MAY HAVE TO TAKE CERTAIN ACTIONS TO AVOID REGISTRATION UNDER THE
INVESTMENT COMPANY ACT OF 1940.
We believe that we will be actively engaged in the business of B2B e-
commerce through our network of partner companies. However, because many
of the proposed partner companies may not be majority-owned
subsidiaries, changes in the value of our interests in partner companies
and the income/loss and revenue attributable to them could require us to
register as an investment company under the Investment Company Act
unless we take action to avoid being required to register. Registration
as an investment company could have a negative impact on the Company.
For example, the Company may be unable to sell interests we would
otherwise want to sell and may need to sell some assets, which are not
considered to be investment securities, including interests in partner
companies that we would not otherwise want to sell. We may also have to
ensure that we retain a greater ownership interest in our partner
companies than prudent after their initial public offerings. In
addition, we may become directly involved with additional income or
loss-generating assets that we might not otherwise have taken an
interest with or may have to forgo opportunities to develop interests in
companies that we would otherwise want to. It may not be feasible to
operate as a registered investment company because the Investment
Company Act regulations are inconsistent with our strategy of actively
managing, operating, and promoting collaboration among our network of
partner companies.
E. THERE WILL BE FLUCTUATIONS IN OUR QUARTERLY RESULTS.
We expect that our quarterly results will fluctuate significantly due to
many factors, including, but not limited to, the following:
. the operating results of our partner companies;
. changes in equity losses or income and amortization of goodwill
related to the development of interests or divestiture of
interests in partner companies;
. changes in our methods of accounting for our partner company
interests, which may result from changes in our ownership
percentages of our partner companies;
. sales of equity securities by our partner companies, which could
cause us to recognize gains or losses under applicable accounting
rules;
. the pace of development or a decline in growth of the B2B e-
commerce market;
. intense competition from other service providers to B2B
e-commerce companies, which could increase our potential costs of
acquiring associated interests in additional companies, and
competition for the goods and services offered by our partner
companies; and
. our ability to effectively manage our growth and the growth of
our partner companies during the anticipated rapid growth of the
B2B e-commerce market.
F. OUR SUCCESS WILL BE DEPENDENT ON OUR KEY PERSONNEL AND THE KEY
PERSONNEL OF OUR PROPOSED PARTNER COMPANIES.
If one or more members of our senior management, or our proposed partner
companies' senior management, were unable or unwilling to continue the
business and operations could be disrupted.
As previously stated, our Company is new and has yet to begin actual
operations. We have thus not hired our entire management team. While
additional management members are being hired and trained, our
efficiency may be limited until these employees are integrated into our
operations. In addition, we may be unable to find and hire qualified
management and professional personnel to help lead our partner companies
and us.
The Company currently has two officers which make up the management
team. Both of these individuals have other obligations and plan to
initially devote minimal time to promoting the Company's strategic
business plan. If management's other obligations take priority over that
of the Company's, it will have a material adverse impact on the Company.
The success of our partner companies will also depend on their having
highly trained technical and marketing personnel. Our partner companies
will need to continue to hire additional personnel as their businesses
grow. A shortage in the number of trained technical and marketing
personnel could limit the ability of our partner companies to increase
sales of their existing products and services and launch new product
offerings.
G. WE HAVE HAD NO HISTORY OF OPERATIONS AND EXPECT OPERATING LOSSES IN
THE FORESEEABLE FUTURE.
The Company expects to incur operating losses for the foreseeable future
and if we ever have operating profits, we may not be able to sustain
them.
Expenses will increase as we build an infrastructure to implement our
business model. For example, we expect to hire additional employees,
expand information technology systems, and lease more space for our
corporate offices. In addition, we plan to significantly increase our
operating expenses to:
- broaden our partner company support capabilities;
- explore partner opportunities and alliances with other
companies, and;
- facilitate business arrangements among our partner companies.
Expenses may also increase due to the potential effect of goodwill
amortization and other charges resulting from future partnerships and/or
alliances, if any. If any of these and other expenses are not
accompanied by increased revenue, our operating losses will be even
greater than we anticipate.
H. PARTNER COMPANIES MAY GROW RAPIDLY AND WE MAY HAVE DIFFICULTY
ASSISTING THEM IN MANAGING THEIR GROWTH.
The partner companies may grow rapidly by adding new products and
services and hiring new employees. This growth may place significant
strain on their resources and on the resources the Company allocates to
assist the partner companies. In addition, our management may be unable
to convince partner companies to adopt our ideas for effectively and
successfully managing their growth.
I. WE MAY HAVE CONFLICTS OF INTEREST WITH PARTNER COMPANIES AND OUR
PARTNER COMPANIES MAY COMPETE WITH EACH OTHER.
The Company may compete with some of the partner companies for Internet-
related business opportunities and in providing services to B2B e-
commerce companies. Furthermore, partner companies may compete with each
other for B2B e-commerce opportunities. The Company has no contracts or
other understandings with our existing shareholders or for future
partner companies that would govern the resolution of these potential
conflicts. Such competition may deter companies from partnering with us
and may limit our business opportunities.
J. WE FACE COMPETITION FROM OTHER POTENTIAL SERVICE PROVIDERS IN B2B E-
COMMERCE COMPANIES.
The Company will face competition from other service providers,
including publicly traded Internet companies, venture capital companies,
and large corporations. Many of these competitors have greater financial
resources and brand name recognition than we do. These competitors may
limit our opportunity to develop interests in new partner companies. If
we cannot build and develop interests in attractive companies, our
strategy to build a collaborative network of partner companies will not
succeed.
K. SUCCESS COULD BE IMPAIRED BY VALUATIONS PLACED ON INTERNET-RELATED
COMPANIES BY THE FINANCIAL MARKETPLACE.
The Company's strategy involves creating value for shareholders and
partner companies by helping partner companies develop and grow. We are
therefore dependent on the market for Internet-related companies in
general, and in particular for initial public offerings of those
companies. To date, there have been a substantial number of Internet-
related initial public offerings and additional offerings are expected
to be made in the future. If the market for Internet-related companies
and initial public offerings were to weaken for an extended period of
time, the ability of our partner companies to grow and access the
capital markets will be impaired, and the Company may be required to
provide additional capital to partner companies.
L. INABILITY TO OBTAIN MAXIMUM VALUE FOR PARTNER COMPANY INTERESTS.
The Company may have significant interests in partner companies. While
we generally do not anticipate selling interests in our partner
companies, if the Company were to divest of all or part of them, we may
not receive maximum value for these positions. Furthermore, in partner
companies that may have publicly-traded stock, the Company may be unable
to sell its interest at then-quoted market prices. For those partner
companies that do not have publicly traded stock, the realizable value
of the Company's interests may ultimately prove to be lower than the
carrying value reflected in our consolidated financial statements.
M. LACK OF OPPORTUNITIES TO DEVELOP INTERESTS IN COMPANIES.
The Company may be unable to identify partner companies that complement
our strategy, and even if we identify a company that complements our
strategy, we may be unable to develop an interest in the company for
many reasons, including:
- failure to agree on the terms of the development plan, such as
the amount or price of our services and/or interest;
- incompatibility between us and management of the company;
- competition from other service providers to B2B e-commerce
companies;
- a lack of capital sufficient to build and develop interests in
the company; and
- the unwillingness of the company to partner with us.
N. IF WE CANNOT PUT TOGETHER INTERESTS IN ATTRACTIVE COMPANIES, OUR
STRATEGY TO BUILD A COLLABORATIVE NETWORK OF PARTNER COMPANIES WILL NOT
SUCCEED. ADDITIONALLY, OUR RESOURCES AND OUR ABILITY TO MANAGE NEW
PARTNER COMPANIES MAY BE STRAINED AS WE DEVELOP MORE AND LARGER
INTERESTS IN B2B E-COMMERCE COMPANIES.
The Company plans to develop significant interests in B2B e-commerce
companies that complement its business strategy. These interests may
place a significant strain on our resources, ability to manage such
companies, and ability to integrate them into a collaborative network.
Future development of interests with partner companies are subject to
the following risks:
- New interests may cause a disruption in ongoing support of
other partner companies, distract our management and other
resources and make it difficult to maintain standards,
controls, and procedures.
- The Company may develop interests in companies in B2B e-commerce
markets in which we have little experience.
- The Company may not be able to facilitate collaboration between
partner companies.
- To fund future developments and expansions we may be required to
incur debt or issue equity securities, which may be dilutive to
existing shareholders.
O. THE PROGRESS AND OVERALL SUCCESS OF THE COMPANY IS SUBSTANTIALLY DEPENDENT
UPON THE ABILITIES OF THE CURRENT OFFICERS AND DIRECTORS OF THE COMPANY.
The Company's performance and operating results are substantially dependent on
the continued service and performance of its two officers and directors. The
Company intends to hire additional technical, sales, and other personnel as we
move forward with our business model. Competition for such personnel is
intense. There can be no assurance that the Company can retain its key
technical employees or be able to attract or retain highly qualified technical
and managerial personnel in the future. The loss of the services of any of
the Company's key employees or the inability to attract and retain the
necessary technical, sales, and other personnel would likely limit the chances
for success and have a negative effect upon the Company's business, financial
condition, operating results, and cash flows. While seeking partner companies,
management anticipates devoting up to twenty hours per month to the business
of the Company. The Company's officers have not entered into a written
employment agreement with the Company and they are not expected to do so in
the foreseeable future. The Company has not obtained key man life
insurance on its officers and directors. Notwithstanding the combined limited
experience and time commitment of management, loss of the services of this
individual would adversely affect development of the Company's business
and its likelihood of continuing operations.
The Company's officers and directors participates in other business ventures
which may compete directly with the Company. Additional conflicts of interest
and non-arms length transactions may also arise in the future.
RISKS PARTICULAR TO PARTNER COMPANIES
A. FLUCTUATION IN THE MARKET PRICE OF ANY PARTNER COMPANY'S PUBLICLY
TRADED COMMON STOCK MAY AFFECT THE MARKET PRICE OF OUR COMMON STOCK.
The Company's securities as of the date of this registration statement
are not publicly traded. Although the company intends to have its stock
listed on the over-the-counter (OTC) Bulletin Board, no assurance can be
given this will occur.
Fluctuations in the market price of any partner's publicly traded common
stock are likely to affect the market price of our common stock. Results
of operations, and accordingly the price of the partner's common stock,
may be adversely affected by the following factors:
- lack of acceptance of the Internet as an business or advertising
medium;
- inability to develop a large base of users of its Web sites who
possess demographic characteristics attractive to advertisers;
- lower advertising rates;
- slow development of the e-commerce market;
- lack of acceptance of its Internet content;
- loss of key content providers;
- intense competition;
- loss of key personnel; and
- inability to manage growth.
B. THE SUCCESS OF PARTNER COMPANIES WILL DEPEND ON THE DEVELOPMENT OF
THE B2B E-COMMERCE MARKET, WHICH IS UNCERTAIN.
All of the proposed partner companies will rely on the Internet for the
success of their businesses. The development of the e-commerce market is
in its early stages. If widespread commercial use of the Internet does
not develop, or if the Internet does not develop as an effective medium
for the provision of products and services, our partner companies may
not succeed.
Long-term success will depend on widespread market-acceptance of B2B e-
commerce. A number of factors could prevent such acceptance, including
the following:
- The unwillingness of businesses to shift from traditional
processes to B2B e-commerce processes;
- the necessary network infrastructure for substantial growth in
usage of B2B e-commerce may not be adequately developed;
- increased government regulation or taxation may adversely affect
the viability of B2B e-commerce;
- insufficient availability of telecommunication services or changes
in telecommunication services could result in slower response times
for the users of B2B e-commerce; and
- concern and adverse publicity about the security of B2B e-commerce
transactions.
C. PARTNER COMPANIES MAY FAIL IF THEIR COMPETITORS PROVIDE SUPERIOR
INTERNET-RELATED OFFERINGS OR HAVE GREATER RESOURCES THAN OUR PARTNER
COMPANIES.
Competition for Internet products and services is intense. As the market
for B2B e-commerce grows, the Company expects that competition will
intensify. Barriers to entry are minimal and competitors can offer
products and services at a relatively low cost. Partner companies will
be competing for a share of a customer's:
- purchasing budget for services, materials and supplies with other
online providers and traditional distribution channels;
- dollars spent on consulting services with many established
information systems and management consulting firms; and
- advertising budget with online services and traditional off-line
media, such as print and trade associations.
In addition, some partner companies may compete with each other to
attract and retain a critical mass of buyers and sellers. Several
companies offer competitive solutions that may compete with one or more
partner companies. The Company expects that additional companies will
offer competing solutions on a stand-alone or combined basis in the
future. Furthermore, partner companies' competitors may develop Internet
products or services that are superior to, or have greater market
acceptance than, the solutions offered by the partner companies. If
partner companies are unable to compete successfully against their
competitors the partner companies will fail.
It is likely that many of the partner companies' will have competitors
that have greater brand recognition and greater financial, marketing,
and other resource than the partner companies. This may place the
partner companies at a disadvantage in responding to their competitors'
pricing strategies, technological advances, advertising campaigns,
strategic partnerships, and other initiatives.
D. SOME OF OUR PARTNER COMPANIES MAY BE UNABLE TO PROTECT THEIR
PROPRIETARY RIGHTS AND MAY INFRINGE ON THE PROPRIETARY RIGHTS OF OTHERS.
Proprietary rights, particularly in the form of copyrights, may be
important to the success and competitive position of many of the partner
companies. Although the partner companies may seek to protect their
proprietary rights, their actions may be inadequate to protect any
trademarks, copyrights, and other proprietary rights. In addition,
effective copyright and trademark protection may be unenforceable or
limited in certain countries, and the global nature of the Internet may
make it impossible for some of the partner companies to control the
dissemination of their work and use of their services. Some of the
partner companies may also license content from third parties and it is
possible that they could become subject to infringement actions based
upon the content licensed from those third parties. Our partner
companies will likely generally obtain representations as to the origin
and ownership of such licensed content; however, this may not adequately
protect them. Any of these claims, with or without merit, could subject
the partner companies to costly litigation and the diversion of their
technical and management personnel. If the partner companies incur
costly litigation and their personnel are not effectively deployed, the
expenses and losses incurred by our partner companies will increase and
their profits, if any, will decrease.
E. PARTNER COMPANIES THAT PUBLISH OR DISTRIBUTE CONTENT OVER THE
INTERNET MAY BE SUBJECT TO LEGAL LIABILITY.
Some of the partner companies may be subject to legal claims relating to
the content on their Web sites, or the downloading and distribution of
this content. Claims could involve matters such as defamation, invasion
of privacy, and copyright infringement. Providers of Internet products
and services have been sued in the past, sometimes successfully, based
on the content of material. In addition, some of the content provided by
the partner companies on their Web sites may be drawn from data compiled
by other parties, including governmental and commercial sources, and the
partner companies re-enter the data. This data may have errors. If any
of the partner companies' Web site content is improperly used or if any
of the partner companies supply incorrect information, it could result
in unexpected liability. Any of the partner companies that incur this
type of unexpected liability may not have insurance to cover the claim
or its insurance may not provide sufficient coverage. If the partner
companies incur substantial cost because of this type of unexpected
liability, the expenses incurred by them will increase and their
profits, if any, will decrease.
F. PARTNER COMPANIES' COMPUTER AND COMMUNICATIONS SYSTEMS MAY FAIL,
WHICH MAY DISCOURAGE CONTENT PROVIDERS FROM USING OUR PARTNER COMPANIES'
SYSTEMS.
Some or all of the partner companies' businesses may depend on the
efficient and uninterrupted operation of their computer and
communications hardware systems. Any system interruptions that cause the
partner companies' Web sites to be unavailable to Web browsers may
reduce the attractiveness of their Web sites to third party content
providers. If third party content providers are unwilling to use the
partner companies' Web sites, the Company's business, financial
condition, and operating results could be adversely affected.
Interruptions could result from natural disasters as well as power loss,
telecommunications failure, and similar events.
G. THE PARTNER COMPANIES' BUSINESSES MAY BE DISRUPTED IF THEY ARE
UNABLE TO UPGRADE THEIR SYSTEMS TO MEET INCREASED DEMAND.
Capacity limits on some of the partner companies' technology,
transaction-processing systems, and network hardware and software may be
difficult to project and they may not be able to expand and upgrade
their systems to meet increased use.
If traffic on partner companies' Web sites increases, they will need to
expand and upgrade their technology, transaction processing systems, and
network hardware and software. The partner companies may be unable to
accurately project the rate of increase in use of their Web sites. In
addition, the partner companies may not be able to expand and upgrade
their systems and network hardware and software capabilities to
accommodate increased use of their Web sites. If the partner companies
are unable to appropriately upgrade their systems and network hardware
and software, the operations and processes would be disrupted.
H. THE PARTNER COMPANIES MAY NOT BE ABLE TO ATTRACT A LOYAL BASE OF
USERS TO THEIR WEB SITES.
While content will be important to all the partner companies' Web sites,
the proposed market maker partner companies will be particularly
dependent on content to attract business. The Company's success depends
upon the ability of these partner companies to deliver compelling
Internet content to their targeted users. If the partner companies are
unable to develop Internet content that attracts a loyal user base, the
revenues and profitability of the partner companies could be impaired.
Internet users can freely navigate and instantly switch among a large
number of Web sites. Many of these Web sites offer original content.
Thus, the partner companies may have difficulty distinguishing the
content on their Web sites to attract a loyal base of users.
I. PARTNER COMPANIES MAY BE UNABLE TO ACQUIRE OR MAINTAIN EASILY
IDENTIFIABLE WEB SITE ADDRESSES OR PREVENT THIRD PARTIES FROM ACQUIRING
WEB SITE ADDRESSES SIMILAR TO THEIRS.
Some of the partner companies may hold various Web site addresses
relating to their brands. These partner companies may not be able to
prevent third parties from acquiring Web site addresses that are similar
to their addresses, which could adversely affect the use by businesses
of our their Web sites. In these instances, the partner companies may
not grow as the Company expects. Governmental agencies and their
designees generally regulate the acquisition and maintenance of Web site
addresses. The regulation of Web site addresses in the United States and
in foreign countries is subject to change. As a result, the partner
companies may not be able to acquire or maintain relevant Web site
addresses in all countries where they conduct business. Furthermore, the
relationship between regulations governing such addresses and laws
protecting trademarks is unclear.
J. SOME OF THE PARTNER COMPANIES MAY BE DEPENDENT ON BARTER
TRANSACTIONS THAT DO NOT GENERATE CASH REVENUE.
Some or all of the partner companies may enter into barter transactions,
in which they provide advertising for other Internet companies in
exchange for advertising for the partner company. In a barter
transaction, the partner company will reflect the sales of the
advertising received as an expense and the value of the advertising
provided, in an equal amount, as revenue. However, barter transactions
do not generate cash revenue, which may adversely affect the cash flows
of some of our partner companies. Limited cash flows may adversely
affect a partner company's abilities to expand its operations and
satisfy its liabilities.
RISKS RELATING TO THE INTERNET INDUSTRY
A. CONCERNS REGARDING SECURITY OF TRANSACTIONS AND TRANSMITTING
CONFIDENTIAL INFORMATION OVER THE INTERNET MAY HAVE AN ADVERSE IMPACT ON
OUR BUSINESS.
The Company believes that concern regarding the security of confidential
information transmitted over the Internet prevents many potential
customers from engaging in online transactions. If the partner companies
that depend on such transactions do not add sufficient security features
to their future product releases, their products may not gain market
acceptance or there may be additional legal exposure to them, which
would adversely effect the Company.
Despite the measures some of the partner companies may take, the
infrastructure of each of them will be potentially vulnerable to
physical or electronic break-ins, viruses, or similar problems. If a
person circumvents the security measures imposed by any of our partner
companies, he or she could misappropriate proprietary information or
cause interruption in operations of the partner company. Security
breaches that result in access to confidential information could damage
the reputation of any one of our partner companies and expose the
partner company affected to a risk of loss or liability. Some of our
partner companies may be required to make significant investments and
efforts to protect against or remedy security breaches. Additionally, as
e-commerce becomes more widespread, our partner companies' customers
will likely become more concerned about security. If the partner
companies are unable to adequately address these concerns, they may be
unable to sell their goods and services.
B. RAPID TECHNOLOGICAL CHANGES MAY PREVENT THE PARTNER COMPANIES FROM
REMAINING CURRENT WITH THEIR TECHNICAL RESOURCES AND MAINTAINING
COMPETITIVE PRODUCT AND SERVICE OFFERINGS.
The markets in which the partner companies may operate will be
characterized by rapid technological change, frequent new product and
service introductions, and ever-evolving industry standards. Significant
technological changes could render their Web site technology or other
products and services obsolete. The e-commerce market's growth and
intense competition exacerbate these conditions. If the partner
companies are unable to successfully respond to these developments or do
not respond in a cost-effective way, our business, financial condition
and operating results will be adversely affected. To be successful, the
partner companies will need to adapt to their rapidly changing markets
by continually improving the responsiveness, services, and features of
their products and services and by developing new features to meet the
needs of their customers. Our success will depend, in part, on the
partner companies' ability to license leading technologies useful in
their businesses, enhance their existing products and services and
develop new offerings and technology that address the needs of their
customers. The partner companies will also need to respond to
technological advances and emerging industry standards in a cost-
effective and timely manner.
C. GOVERNMENT REGULATIONS AND LEGAL UNCERTAINTIES MAY PLACE FINANCIAL
BURDENS ON OUR BUSINESS AND THE BUSINESSES OF OUR PARTNER COMPANIES.
As of the date of this Registration Statement, there were few laws or
regulations directed specifically at e-commerce. However, because of the
Internet's popularity and increasing use, new laws and regulations may
be adopted. These laws and regulations may cover issues such as the
collection and use of data from Web site visitors and related privacy
issues, pricing, content, copyrights, online gambling, distribution, and
quality of goods and services. The enactment of any additional laws or
regulations may impede the growth of the Internet and B2B e-commerce,
which could decrease the revenue of partner companies and place
additional financial burdens on the Company's business and the
businesses of the partner companies.
Laws and regulations directly applicable to e-commerce or Internet
communications are becoming more prevalent. For example, Congress
recently enacted laws regarding online copyright infringement and the
protection of information collected online from children. Although these
laws may not have a direct adverse effect on our business or those of
the partner companies, they add to the potential legal and regulatory
burden faced by B2B e-commerce companies.
The above described risk factors include forward looking statements that
may have an impact on its business, if, and when the Company begins
operations.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.
The following Management's Discussion and Analysis of Operations
contains forward-looking statements that involve risks and
uncertainties. Our actual results could differ materially from those
anticipated in these forward-looking statements as a result of certain
factors, including those set forth under "Risk Factors" and elsewhere in
this prospectus. The following should be read in conjunction with our
audited Consolidated Financial Statements included within this
registration statement.
Plan of Operation
The DotCom Visions, Inc.'s business plan is to become actively engaged
in providing start-up and ongoing management services to business-to-
business (B2B) e-commerce related companies. The Company intends to
develop interests in B2B e-commerce companies, many of which will likely
generate losses. We may also experience significant volatility in our
quarterly results. If, and when, the Company begins operations, there
can be no assurance that we will ever report a net income in any period,
and we expect that we will report operating losses for the foreseeable
future. In addition, in order to proceed with the proposed business plan
of providing services and developing B2B e-commerce companies the
Company will need to raise capital. Management's plan, "for the next
several months" is to raise capital and begin making contact with
potential partner companies. There can be no assurance or guarantee that
there will be any interest by investors to invest in the Company or that
any proceeds can be raised by the Company. If capital cannot be raised
by the Company it will have a material adverse impact on the progress of
its strategic business plan.
Excluding its two current officers, the Company has no employees. While
the Company plans to hire additional employees and train them, it may be
unable to find and hire additional qualified management and professional
personnel to help lead our partner companies and us. The addition of
employees will depend on the ability of the Company to raise additional
capital and attract partner companies, neither of which can be
assuranced.
The Company's two officers make up its entire management team. Both of
these individuals are employed at other companies and plan to initially
devote minimal time to promoting the Company's strategic business plan.
If other obligations take priority for either of the officers, it will
have a material adverse impact on the progress of the Company. In
addition, there has been and are no plans for compensating the officers
until sufficient revenue flow can be generated, of which, there is no
guarantee. Since the officers and directors are being compensated by
their employment elswhere. They may be less motivated to spend adequate
time promoting the Company.
Management does not anticipate any product research and development, or
the purchase or sale of any significant equipment.
Analysis of Financial Condition
The Company has not yet generated positive cash from operating
activities. The Company does not expect to generate positive cash from
operations for the year ending December 31, 2000. From May 7, 1998
(inception) to March 31, 2000 the Company has a net loss of $56,261. The
losses were a result of organization and other start-up related costs.
As of March 31, 2000 the Company has $2,553 in cash. As of March 31,
2000 the Company has an unsecured long term note payable to three (3)
stockholders of the Company (Victory Funding Group Ltd., Hane
Development, Inc., and Derby Holdings, Ltd.). (See "Financial
Statements" within this registration statement).
The Company does not foresee a material increase in operating expenses
until such time sufficient capital can be raised and the Company
proceeds with its business plan. Management believes that the Company
must be successful in raising equity or debt financing sufficient to
meet its current working capital requirements and to support the
expenses associated with developing the proposed partner companies
within the next several months. There can be no assurance that the terms
negotiated by the Company will be acceptable to potential partner
companies and if favorable agreements cannot be made it would have a
material adverse impact on the Company. Management has not negotiated or
entered into any agreements with any potential partner companies. In
addition, management has not developed any development plans or
negotiation standards for dealing with potential partner companies.
Management's immediate plan is to focus its efforts on raising capital
and contacting potential partner companies. Management hopes to raise
sufficient capital within the next twelve months to initiate operations
that include positioning itself with partner companies and meeting both
its short-term and long-term operating requirements. The Company's two
officers make up the current management team. Both of these individuals
have other obligations and plan to initially devote minimal time to
promoting the Company's strategic business plan. If other obligations
take priority for either of the officers over that of the Company's, it
will have a material adverse impact on the progress of the Company. In
addition, excluding the shares that were issued to each of the officers
at($0.001), there has been, and are no plans for compensation to be paid
to the officers until sufficient revenue flow can be generated.
Currently management has not determined the dollar amount required to
adequately initiates its operations and has not determined a minimum or
maximum amount it plans to raise. The Company may encounter business
initiatives that require significant cash commitments or unanticipated
problems or expenses that could result in a requirement for additional
cash before that time. If the Company raises additional funds through
the issuance of equity or convertible debt securities, the percentage
ownership of its shareholders would be reduced, and such securities
might have rights, preferences or privileges senior to its common stock.
Additional financing may not be available upon acceptable terms, or at
all. If adequate funds are not available or are not available on
acceptable terms, the Company's ability to fund its expansion, take
advantage of business opportunities, develop, or enhance its business
plan or otherwise respond to competitive pressures would be
significantly limited, and it may significantly restrict the Company's
operations.
ITEM 3. DESCRIPTION OF PROPERTY.
For the period from May 7th, 1998 (Inception) to March 31, 2000 the
Company has incurred rent charges of $400.00. The Company has no
property and at this time has no agreements to acquire any property.
Going forward, the Company plans to use the offices of Victory Funding
Group Ltd., at no cost to the Company. Victory Funding Group, Ltd., as
of the date of this registration statement, owns approximately 21% of
the Company's common stock,. Both parties have agreed to continue this
arrangement until the Company begins operations and/or generates
revenue.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following information sets forth certain information with respect to
the beneficial ownership of our Common Stock, by each person known to us
to own beneficially more than 5%, in aggregate, of the outstanding
shares of our common stock, the Directors and Named Executive Officers
of the Company whom hold securities of the Company, and all Executive
Officers and Directors as a group.
Beneficial Ownership Of Shares
--------------- --------- ------- --------
Name Number *Percent Security
--------------- --------- ------- --------
Victory Funding Group Ltd. (1) 3,166,667 21.72% Common
Derby Holdings Ltd. (2) 3,166,667 21.72% Common
Hane Development, Inc. (3) 3,166,666 21.72% Common
Euro-Equities Ltd. (4) 2,500,000 17.15% Common
*Rounded up to the nearest whole number.
(1)Victory Funding Group Ltd., Sea Meadow House, PO Box 116, Road Town,
Tortola, British Virgin Islands. BVI Corporate Services Limited serve as
the Director(s) of Victory Funding Group Ltd., which was incorporated in
the British Virgin Islands as an open-ended investment company with
limited liability and is recognized and regulated as a private mutual
fund pursuant to the Mutual Funds Act of 1996 (as amended). For
information purposes details of the subscribers (beneficial owners) are
not made publicly available under British Virgin Island legislation.
(2)Derby Holdings Ltd., Victory Funding Group Limited is the appointed
beneficial owner and is described above.
(3)Hane Development, Inc., 3rd Floor Macmillan House, 96 Kensington High
Street, London W8 4SG, United Kingdom. Victory Funding Group Limited is
the appointed beneficial owner and is described above.
(4)Euro-Equity Ltd., c/o Dominion Investments, Ltd. Providence House,
East Hill Street, P.O. Box SS 6827, Nassau, Bahamas.
Security Ownership Of Management
----------------- --------- ------- --------
Name and Position Number Percent Security
----------------- --------- ------- --------
John Hoffman (1)
President and Director 750,000 5.14% Common
Steve Clark (2)
Vice President, Vice President
Development, and Director 500,000 3.43% Common
Officers and Directors as
a Group 1,250,000 8.57% Common
(1) John Hoffman's address is 235 World Trade Center, San Francisco, CA
94111.
(2) Steve Clark's address is 235 World Trade Center, San Francisco, CA
94111.
The officers shares were issued on March 15, 2000 at a price of 0.001.
Total consideration was $1,250.00
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS
Executive Officers and Directors
The following information sets forth certain information concerning the
Executive Officers and Directors of the Company as of March 31, 2000.
Name Age Position Term of Office
---- --- -------- --------------
John Hoffman 37 Director & Until
President/CEO annual
meeting of
stockholders
Steve Clark 40 Director, Vice Until next annual
President, VP- Corporate meeting
Development stockholders
There are no other persons nominated or chosen to become Directors or
Executive Officers, nor do we have any employees other than the above.
There is no arrangement or understanding between any of our Directors or
Officers pursuant to which they were elected to his office. The removal
of a Director from the Board can be succeeded only by the following
actions: (1) majority vote of the existing Directors, or (2) majority
vote of the shareholders of record.
Resumes:
Mr. John Hoffman - Director and President. Mr. Hoffman has vast
experience in managing and developing business and business activities
in a wide array of industries. Mr. Hoffman has experience in Management,
Marketing, Engineering, and Product/Business Development in both big
businesses as well as with start-up developing companies.
Mr. Hoffman is the current Co-Owner and CEO of Orion Environmental
Southwest, Inc., a Stage II Environmental Compliance Testing company
that specializes in the service station industry. Mr. Hoffman is
responsible for P&L, Marketing and all General Administrative affairs.
Mr. Hoffman was the Chief Operating Officer and Partner of Precision
Plastics Molding, Inc. until February, 1999, where he oversaw the
development of systems and procedures to streamline operations and
maximize profitability. In addition he was involved with providing
Marketing strategies, Quality Assurance, Purchasing, Engineering, and
Design. Mr. Hoffman was the President/CEO and Owner of Premier Plastics
Corporation from 1994 to 1998 where he developed the start-up company
which offered custom plastic injection molding services that were
distributed worldwide. From 1992 to 1994 Mr. Hoffman was Senior
Operations Engineer and Manager of Site Development for Taco Bell
Corporations/PepsiCo in Irvine California where he was accountable for
analytic and diagnostic systems, engineering, and the business core
processes, including the design and implementation of information
systems for corporate and field personnel. In addition, Mr. Hoffman was
a design manager for worldwide business transactions that included
forecasting and labor scheduling systems, the creation and maintenance
of operational standard databases and various labor savings, trade-off,
and Human Factors/Ergonomics studies. From 1990 to 1992 Mr. Hoffman
worked as a Industrial/Manufacturing Engineer at Northrop Corporation's
B-2 Division in Pico Rivera California, where he developed and taught
the Statistical Process Control training program and was involved
several studies and analysis for both business and product enhancement.
Steve Clark - Director and Vice President. Since 1994 Mr. Clark has been
employed by American Express TRS where he has been involved with
multiple Internet, computer, and software related functions including,
Software/Network Specialist for Web development and Infrastructure
support. From 1993 to 1996 Mr. Clark, while working with Traveler
Financial Services, served as a Programmer/Analyst. Specific
qualifications that Mr. Clark brings to the Company include the
technical knowledge and familiarity of web based design and development
from the initial stages through end-user testing. Mr. Clark also has
experience as a liaison between companies and new technology in
providing the required support bringing the product and/or service to
use. In 1983 Mr. Clark received a B.S. in Biomedical Science from
Montana State University and in 1993 Mr. Clark received a B.S. in
Computer Science Engineering specializing in Software from Arizona State
University. The Combination of Mr. Clark's education and vast
experience within multiple technology settings makes him an asset in
providing direction to the Company.
The Company presently expects to conduct its first annual meeting of
shareholders and directors in March, 2001, at which time directors will
again be elected. All directors serve for a period of one year, unless
removed in accordance with our By-Laws.
Potential Conflicts of Interest
The Company's officers and directors are currently engaged in other
employment. Consequently, there are potential inherent conflicts of
interest in acting as an officer and director of the Company. Insofar as the
officers and directors are engaged in other business activities, management
anticipates that it will devote only a minor amount of time to the Company's
affairs. The Company does not have a right of first refusal pertaining to
opportunities that come to management's attention insofar as such
opportunities may relate to the Company's proposed business operations.
A conflict may arise in the event that another company with which management
is affiliated is formed and actively seeks partner companies similar to that
of the Company's business plan. Initially Mr. Hoffman and Mr. Clark will be
responsible for seeking, evaluating, negotiating and consummating business
partnerships with companies which may result in terms providing benefits to
Mr. Hoffman and Mr. Clark.
Mr. Hoffman is the current Co-Owner and CEO of Orion Environmental Southwest,
Inc., a Stage II Environmental Compliance Testing company and Mr. Clark is
currently employed by American Express TRS. As such, demands may be placed on
the time of Mr. Hoffman and Mr. Clark which will detract from the amount of
time they are able to devote to the Company. Mr. Hoffman and Mr. Clark
intends to devote as much time to the activities of the Company as required.
However, should such a conflict arise, there is no assurance that Mr. Hoffman
or Mr. Clark would not attend to other matters prior to those of the Company.
Both Mr. Hoffman and Mr. Clark projects that initially approximately twenty
hours per month of their time may be spent locating partner companies which
amount of time would increase when the analysis of, and negotiations and
consummation with, a partner company are conducted.
ITEM 6. EXECUTIVE COMPENSATION
The Officers of the Company have not received any compensation,
including no bonus or incentive plans - stock, cash, or otherwise. The
Company plans to begin compensating the officers only at such time the
Company is generating sufficient revenues. Presently, the Company has
not established any dates or other requirements for the officers to
begin receiving compensation. If, and when, the time is deemed
appropriate for the officers to receive compensation, the matter will
be brought before the Board of Directors to vote.
Compensation of Directors
During the most recently completed financial year ended December 31,
1999, there was no compensation paid, by the Company to its director(s),
for services as a director(s). There are no standard arrangements for
any such compensation to be paid other than reimbursement for expenses
incurred in connection with their services as directors, although the
Company from time to time may grant options to acquire Common Shares for
directors. As at the date hereof the Company has no outstanding options
to Directors that have been granted for their services.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On March 15, 2000 the Company issued 1,250,000 common shares to the
Officers of the Company at ($0.001) per share as follows: John Hoffman,
President, was issued 750,000 in consideration for $750.00, Steve Clark,
Vice President of Development, was issued 500,000 in consideration for
$500.00.
ITEM 8. DESCRIPTION OF SECURITIES.
Current Capital Structure
As of March 31, 2000 the Company has 75,000,000 Shares of Common Stock,
par value $0.0001, authorized, with 14,580,000 Shares outstanding,
25,000,000 Shares of Class-A Preferred Stock, par value $0.0001,
authorized, with zero Shares outstanding, and 25,000,000 Shares of
Class-B Preferred Stock, par value $0.0001, authorized, with zero Shares
outstanding.
Common Stock
The holders of Common Stock are entitled to one vote for each share held
of record on all matters to be voted on by the shareholders. There is no
cumulative voting with respect to the election of directors, with the
result that the holders of more than 50 percent of the Shares voted for
the election of directors can elect all of the directors. The holders of
Common Stock are entitled to receive dividends when, as and if declared
by the board of directors out of funds legally available therefor. In
the event of liquidation, dissolution, or winding up of the Company, the
holders of Common Stock are entitled to share ratably in all assets
remaining available for distribution to them after payment of
liabilities and after provision has been made for each class of stock,
if any, having preference over the common stock. All of the outstanding
Shares of Common Stock are, and the Shares of Common Stock Offered
hereby, when issued for the consideration set forth in this Prospectus,
will be fully paid and non-assessable.
Preferred Stock
The Company has 25,000,000 Shares of Class-A Preferred Stock, par value
$0.0001, authorized, with zero Shares outstanding, and 25,000,000 Shares
of Class-B Preferred Stock, par value $0.0001, authorized, with zero
Shares outstanding. No terms or preferences have been assigned to either
class of preferred stock
Options and Warrants
The Company has no outstanding options or warrants to purchase common
stock.
Debt Securities
The Company has no debt securities.
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS.
Market Price
There is no trading market for the Company's Common Stock at present and
there has been no trading market to date. There is no assurance that a
trading market will ever develop or, if such a market does develop, that
it will continue.
If and when the Company's securities are traded, the securities may
likely be deemed a "penny stock". The Securities and Exchange Commission
has adopted Rule 15g-9 which establishes the definition of a "penny
stock," for purposes relevant to the Company, 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 Company plans to
have its securities traded in the over-the-counter ("OTC") market. The
OTC market differs from national and regional stock exchanges in that it
(1) is not cited in a single location but operates through communication
of bids, offers and confirmations between broker-dealers and (2)
securities admitted to quotation are offered by one or more broker-
dealers rather than the "specialist" common to stock exchanges. The
Company may apply for listing on the NASD OTC Bulletin Board or may
offer its securities in what are commonly referred to as the "pink
sheets" of the National Quotation Bureau. No assurance can be given by
the Company that any of the above events will occur.
Dividends
The Company has not paid any dividends to date, and has no plans to do
so in the immediate future.
ITEM 2. LEGAL PROCEEDINGS.
The Company is not a party to, and none of the Company's property are
subject to, any material pending or threatened legal proceeding.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.
None
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.
On May 7 1998, the Company was incorporated under the laws of the State
of Delaware.
The date, title, and amount of unregistered securities sold/issued by
DotCom Visions, Inc., formerly Ace Legal Courier Services, Inc., are as
follows:
1) Date: July, 1998 Number of shares: 430,000 (reflects 10:1 split on
10/29/99).
Total offering price: $0.10 per share
Total proceeds: $4,300
Principal underwriter: None.
Total commissions: $0
Net Proceeds: $4,300
Commissions paid: None.
Purchasers: 30 non-affiliated private
investors.
Exemption from registration: The statutory exemption, which
the Company relied on was Regulation D, Rule 504 of the United States
Securities Act of 1933, as amended.
On October 29, 1999, at a duly organized meeting of the Directors and
Shareholders, it was approved to do a 10:1 forward split of the
Company's issued and outstanding shares of common stock.
On October 29, 1999, sale of the controlling interest held by Dal
Grauer, which shares were issued on May 7, 1998 (inception) (See ITEM I
"Business Development") the 10,000,000 shares were sold to: Victory
Funding Group Ltd. - 3,166,667, Derby Holdings Ltd. - 3,166,667, Hane
Development, Inc. - 3,166,666, Swanson Investments Ltd. - 100,000,
Stockworks Capital USA, Inc. - 150,000, Checkers Investments Ltd., -
100,000, Fulford Partners Ltd., - 150,000.
On March 7, 2000 the Company issued 200,000 shares to Dal Grauer for
services rendered to the Company.
On March 15, 2000 the Company issued 1,250,000 shares to its two
officers, John Hoffman (750,000) and Steve Clark (500,000) in
consideration for $1,250.00.
On March 15, 2000 the Company issued a total of 200,000 shares to three
individual for consideration of $200.00. The individuals were not
affiliates of the Company.
On March 17, 2000 the Company issued 2,500,000 shares to Euro Equities
Ltd. In consideration for $2,500.00
ITEM 5. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Section 145 of the General Corporation Law of the State of Delaware
provides that a Delaware corporation has the power, under specified
circumstances, to indemnify its directors, officers, employees, and
agents, against expenses incurred in any action, suit, or proceeding.
The Certificate of Incorporation and the by-laws of the Company provide
for indemnification of directors and officers to the fullest extent
permitted by the General Corporation Law of the State of Delaware.
The General Corporation Law of the State of Delaware provides that a
certificate of incorporation may contain a provision eliminating the
personal liability of a director to the corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director provided
that such provision shall not eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 (relating to liability for unauthorized
acquisitions or redemptions of, or dividends on, capital stock) of the
General Corporation Law of the State of Delaware, or (iv) for any
transaction from which the director derived an improper personal
benefit. The Company's Certificate of Incorporation contains such a
provision.
INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, MAY BE PERMITTED TO DIRECTORS, OFFICERS OR
PERSONS CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING PROVISIONS, IT
IS THE OPINION OF THE SECURITIES AND EXCHANGE COMMISSION THAT SUCH
INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED IN THE ACT AND IS
THEREFORE UNENFORCEABLE.
PART F/S
The following audited financial statements of the Company were prepared
by Ovist and Howard, Inc., Certified Public Accountants, located at 7
Commerce Center Drive, Suite A, Henderson, Nevada 89014. The statements
include an Accountants Audit Report, Balance Sheet as of March 31, 2000,
Statement of Operations for the eleven months ended March 31, 2000 and
the period from May 7, 1998 (inception) to March 31, 2000, Stockholders'
Equity period from May 7, 1998 (inception) to March 31, 2000, Statement
of Cash Flows for the eleven months ended March 31, 2000 and the period
from May 7, 1998 (inception) to March 31, 2000, as well as Notes to the
Financial Statements.
<PAGE>
DotCom Visions, Inc.
Las Vegas, Nevada
We have audited the accompanying balance sheet of DotCom Visions,
Inc. (A development stage company) as of March 31, 2000, and the related
statements of operation, stockholders equity, and cash flows for the
eleven months ended March 31, 2000, and the period of May 7, 1998
(inception) to March 31, 2000. These financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We concluded 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 statements are
free of material misstatements. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes the assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of DotCom
Visions, Inc. (A development stage company),as of March 31, 2000, and
the results of its operations and its cash flows for the eleven months
ended march 31, 2000 and the period of May 7, 1998 (inception) to March
31, 2000, in conformity with generally accepted accounting principles.
The accompany financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company has had no operations and no
established source of revenue. This raises substantial doubt about its
ability to continue as a going concern. Management's plan in regard to
these matters are also described in Note 3. The financial statements do
not include any adjustment that might result from the outcome of this
uncertainty.
/s/ Ovist and Howard
--------------------
Certified Public
Accountants
May 23, 2000
Henderson, Nevada
<PAGE>
DOTCOM VISIONS, INC. (A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
MARCH 31, 2000
ASSETS
CURRENT ASSETS:
Cash $ 2,553
Note receivable-shareholder $ 1,450
-------
Total Current Assets $ 4,003
PROPERTY AND EQUIPMENT (Note 2):
Equipment $ 585
Allowance for depreciation (deduction) $ (18)
-------
Net Property and Equipment 567
-------
TOTAL ASSETS $ 4,570
=======
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts Payable $ 1,461
-------
Total Current Liabilities $ 1,461
LONG-TERM DEBT (Note 4) 51,000
STOCKHOLDERS EQUITY:
Common stock, $.0001 par value, authorized
75,000,000 shares; issued and outstanding at
March 31, 2000-14,580,000 shares 519
Preferred Stock, $.0001 par value, authorized
50,000,000 shares; no shares issued or
outstanding at March 31, 2000 0
Additional paid-in-capital 7,851
Deficit accumulated during development stage (56,261)
Total Stockholders' Equity ------- (47,891)
=======
TOTAL LIABILTIES AND
STOCKHOLDERS' EQUITY $ 4,570
=======
See accompanying accountants' audit report
and notes to financial statements
<PAGE>
DOTCOM VISIONS,INC. (A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE ELEVEN MONTHS ENDED MARCH 31, 2000, AND THE PERIOD FROM MAY 7,
1998 (INCEPTION) TO MARCH 31, 2000.
Eleven Period from
Months Ended May 7, 1998 (Inception)
March 31, 2000 to March 31, 2000
-------------- ------------------
INCOME:
Revenue $ 0 $ 0
EXPENSES:
Accounting expense 0 800
Amortization 0 58
Bank charges 167 311
Filing fees 0 69
Marketing 25 2,678
Office Expense 0 103
Transfer fees 0 500
Rent expense 400 400
Depreciation expense 18 18
Organization costs 50,089 50,089
Licenses and fees 515 640
Tax expense 0 50
Legal fees 0 500
Courier service 0 45
------ ------
Total Expenses 51,289 56,261
------ ------
NET LOSS $(51,289) $(56,261)
========= =========
See accompanying accountants' audit report
and notes to financial statements
<PAGE>
DOTCOM VISIONS, INC. (A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
PERIOD FROM MAY 7, 1998 (INCEPTION) TO MARCH 31, 2000
Additional Deficit Accumulated
Common Stock Paid-In During Development
Shares Amount Capital Stage
------ ------ ------- -----
May 7, 1998
Issued for
Cash 1,000,000 $ 100 $ 0 $ 0
July 31, 1998
Issued from sale
of private
placement 43,000 4 4,296 0
------
Net loss,
May 7, 1998(inception)
To April 30, 1999 (4,972)
Stock split
10:1 10,430,000 0 0 0
March 15, 2000
Issued for
Cash 1,450,000 145 1,305 0
March 17, 2000
Issued for
Cash 2,500,000 250 2,250 0
March 17, 2000
Issued for
services
rendered 200,000 20 0 0
-------
Net loss, eleven
Months ended
March 31,2000 (51,289)
---- ---- --------
Balance,
March 31, 2000
14,580,000 $ 519 $ 7,851 $(56,261)
========== ===== ======= =========
See accompanying accountants' audit report
and notes to financial statements
<PAGE>
DOTCOM VISIONS, INC. (A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE ELEVEN MONTHS ENDED MARCH 31, 2000 AND THE PERIOD FROM MAY 7,
1998 (INCEPTION) TO MARCH 31, 2000
Eleven Period from
Months Ended May 7, 1998 (Inception)
March 31, 2000 to March 31, 2000
-------------- ------------------
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net Loss $(51,289) $(56,261)
Amortization (38) 20
Depreciation 18 18
Changes in assets
and liabilities:
Equipment (585) (585)
Organization costs 289 0
Increased in current
Liabilities 1,461 1,461
CASH FLOWS FROM
INVESTING ACTIVITIES 0 0
CASH FLOWS FROM
FINANCING ACTIVITIES:
Issuance of common
stock for cash 3,950 8,350
Note payable 50,700 51,000
Note receivable (1,450) (1,450)
------ ------
Net increase in cash 3,056 2,553
CASH - Beginning of Period (503) 0
------ ------
CASH - End of Period $ 2,553 $ 2,553
======= =======
See accompanying accountants' audit report
and notes to financial statements
<PAGE>
DOTCOM VISIONS, INC. (A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
SEE ACCOMPANYING ACCOUNTANTS' AUDIT REPORT
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY:
The Company was organized May 7, 1998, under the laws of the
State of Delaware, as Ace Legal Courier Services, Inc. The
Company has no operations and in accordance with SFAS#7, the
Company is considered a development stage company.
NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES:
Accounting policies and procedures have not been determined except
as follows:
1. The Company uses the accrual method of accounting.
2. Earnings per share is computed using the weighted average number
of shares of common stock outstanding.
3. The Company has not yet adopted any policy regarding dividends.
No dividends have been paid since inception.
4. The Company has adopted a fiscal year end of April 30.
5. Equipment is recorded at cost. Depreciation is provided using
the straight-line method over the estimated useful lives of
asset.
NOTE 3 - GOING CONCERN:
The Company's financial statements are prepared using the
generally accepted accounting principles applicable to a going
concern, which contemplates the realization of assets and
liquidation of liabilities in the normal course of business.
However, the Company has no current source of revenue. Without
realization of additional capital, it would be unlikely for the
Company to continue as a going concern. It is management's plan to
raise substantial amounts of equity funds for use in its
administrative and general business activities.
NOTE 4 - RELATED PARTY ACCOOUNTS AND TRANSACTIONS:
Included in long-term debt at March 31, 2000 are loans from the
officers-stockholders of the Company totaling $51,000.
Included in the current assets are notes receivable from the
stockholders of the Company for stock purchased totaling $1,450
NOTE 5 - SUBSEQUENT EVENT:
DotCom Visions, Inc. is currently in the process of filing Form
10SB with the Securities and Exchange Commission. Fees of $5,000
will be due and payable upon the completion of the filing.
<PAGE>
PART III
(b) Exhibits
Exhibit
Number Description
------ -----------
3.i Articles of Incorporation of the Registrant, as amended
3.ii Bylaws of the Registrant
27.1 Financial Data Schedule
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Company has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized.
DOTCOM VISIONS, INC.
Date: July 11, 2000 By /s/ John Hoffman
-------------------
John Hoffman
President, Director
