SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1 TO
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FBI FRESH BURGERS INTERNATIONAL
(Name of small business issuer in its charter)
California 5810 91-2021594
(State of Incorporation) (Primary Standard Industrial (I.R.S. Employer
Classification Code Number) Identification No.:
827 State Street, Suite 14
Santa Barbara, CA 93101
(805) 560-1308 (PHONE)
(805) 560-3608 (FAX)
(Address and telephone number of principal executive offices)
--------------------------
827 State Street, Suite 26
Santa Barbara, CA 93101
(805) 560-1308 (PHONE)
(805) 560-3608 (FAX)
(Address of principal place of business or intended principal place of
business)
--------------------------
KENNETH G. EADE
Attorney at Law
827 State Street, Suite 12
Santa Barbara, CA 93101
(805)560-9828 (PHONE)
(805) 560-3608 (TELECOPY)
(Name, address and telephone number of agent for service)
--------------------------
COPIES TO:
KENNETH G. EADE
Attorney at Law
827 State Street, Suite 12
Santa Barbara, CA 93101
(805)560-9828 (PHONE)
(805) 560-3608 (TELECOPY)
--------------------------
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable
after the effective date of this registration statement.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
-------------
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
-------------
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: / /
-------------
THE REGISTRANT AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
TITLE OF EACH DOLLAR PROPOSED PROPOSED AMOUNT OF
CLASS OF SECURITIES AMOUNT TO MAXIMUM AGGREGATE MAX. AGGREGATE REGISTRATION FEE
-------------------------- ---------- --------- -------------- ----------------
Common Stock, .001 par $ 1,000,000 $1.00 $1,000,000 $264.00
Total $1,000,000 $1.00 $1,000,000 $264.00
DATED: November 19, 2000
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING
TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY
NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO
BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR
SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
STATE.
DATED November 19, 2000
</TABLE>
[CAPTION]
Prospectus
FBI FRESH BURGERS INTERNATIONAL
1,000,000 shares of common stock Up to 1,000,000 of the shares of common stock
offered are being sold by FBI Fresh Burgers International. </RThere is no
minimum purchase requirement and no escrow, and the proceeds may be used by FBI
in its discretion. There is no established public market for FBI's common
stock, and the offering price has been arbitrarily determined. FBI's Common
Stock is not currently listed or quoted on any quotation service. There can be
no assurance that FBI's common stock will ever be quoted on any quotation
service or that any market for FBI's stock will ever develop. FBI is a
development stage company, with no assets, revenue, experience in the proposed
line of business, or capital, and a deficit of $1,950 since its inception.
FBI's plan of operation is to establish a nationwide chain of fast food
restaurants, using the FBI name. This offering is self-underwritten. Shares
will be sold by FBI's president, Artem Gotov, without the use of an
underwriter. This offering will terminate on November 19, 2001.>
------------------------
</RThe Common Stock offered is speculative and involves a high degree of risk
and substantial dilution. See "Risk Factors" on page 3 of this prospectus.>
------------------------
</RThese securities have not been approved or disapproved by the Securities and
Exchange Commission or any state securities commission, nor has the Commission
or any state securities commission passed upon the accuracy or adequacy of this
prospectus. Any representation to the contrary is a criminal offense.>
PRICE UNDERWRITING PROCEEDS
TO DISCOUNTS AND TO
PUBLIC COMMISSIONS(2) COMPANY(1)
------ -------------- ----------
Per Share................$ $1.00 $0 $ 1.00
Total .................. $1,000,000 $0
$1,000,000
(1) Before deducting expenses payable by FBI, estimated at approximately
$15,500. This offering is self-underwritten, so FBI is not obligated to pay
commissions or fees on the sales of any of the shares. This offering is for up
to 1,000,000 common shares. There is no minimum contingency, and the proceeds
may be used in FBI's discretion.
(2)The shares of common stock are being offered by FBI through its officers and
directors, subject to prior sale, when, as, and if delivered to and accepted by
FBI and subject to the approval of certain legal matters by counsel and certain
other conditions. FBI reserves the right to withdraw, cancel or modify the
Offering and to reject any order in whole or in part.
November 19, 2000
TABLE OF CONTENTS
PAGE
---------
Prospectus Summary.............................. 1
Risk Factors.................................... 3
FBI is a development stage
company with no operating history.......... 3
Intense competition........................ 3
The principal of FBI is promoting
a similar offering......................... 3
Terms of offering-no minimum contingency... 4
Related party transactions and possible
conflicts of interest...................... 4
Dilution................................... 4
New industry; uncertainty of market acceptance.. 4
Federal Import Tax......................... 5
Use of Proceeds................................. 5
Dividend Policy................................. 5
Price Range of Securities....................... 6
Capitalization.................................. 6
Dilution........................................ 6
Selected Financial Data......................... 7
Management's Discussion and Analysis of
Financial Condition and Results of
Operations.................................... 8
Business........................................ 8
Management...................................... 12
Certain Transactions............................ 13
Principal Stockholders.......................... 13
Description of Securities....................... 14
Shares Eligible for Future Sale................. 15
Underwriting.................................... 15
Legal Matters................................... 15
Experts......................................... 16
Index to Financial Statements................... 16
------------------------
PROSPECTUS SUMMARY
CORPORATE BACKGROUND
FBI was organized on February 1, 2000, and is in the process of commencing
operations, but has not generated any revenue and is still a development stage
corporation. FBI has no current business. Its plan of operations is to
establish a nationwide chain of fast food restaurants, using the FBI trade
nameas a marketing and advertising tool. There can be no assurance that FBI's
common stock will ever develop a market.
THE OFFERING
common stock Offered......................... Up to 1,000,000 shares
common stock Outstanding after the
Offering................................... </R2,950,000 shares(1)>
Use of Proceeds.............................. Working capital
Symbol....................................... None
Risk Factors................................. The shares of common stock
offered involve a high degree of
risk and immediate substantial
dilution
See"Risk Factors" and "Dilution"
Term of offering......................... 180 days, which may be extended an
additional 180 days at the discretion
of the Board of Directors
-------------------------------------
(1) Figures are based on the current outstanding shares of 1,950,000
The officers and directors of FBI are currently actively promoting another
similar offering for a company called Russian Imports, Inc.
SUMMARY FINANCIAL DATA
The following summary financial data should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the Consolidated Financial Statements, including Notes,
included elsewhere in this Prospectus. The statement of operations data for the
period inception to June 30, 2000 and the consolidated balance sheet data at
June 30, 2000 come from FBI's audited Consolidated Financial Statements
included elsewhere in this Prospectus. The consolidated statement of operations
data for the period inception to June 30, 2000 come from FBI's audited
financial statements for those years, which are included in this Prospectus.
These statements include all adjustments that FBI considers necessary for a
fair presentation of the financial position and results of operations at that
date and for such periods. The operating results for the period ended 2000 do
not necessarily indicate the results to be expected for the full year or for
any future period.
BALANCE SHEET DATA:
June 30, 2000
---------------------
Assets: ............................................ $ --
=======
Liabilities - Accounts Payable ..................... $ --
-------
Stockholders' Equity:
common stock, Par value $.001
Authorized 100,000,000 shares,
Issued 1,950,000 shares at June 30,
2000 .................................. 1,950
Paid-In Capital .................................. --
Retained Deficit ................................. (1,950)
-------
Total Stockholders' Equity .................... --
-------
Total Liabilities and
Stockholders' Equity ........................ $ --
=======
STATEMENT OF OPERATIONS DATA:
Cumulative
Since
inception
Month ended Of
June 30,2000 Development
Stage
---------------- -----------
Revenues: .................................. $ -- $ --
General and administrative Expenses: ........ 1,950 1,950
----- -----
Net Loss .............................. $(1,950) $(1,950)
----- -----
Loss per share ............................ $ -- $
===== =====
-------------------------------------------------------
RISK FACTORS
</R Prospective investors in the shares offered should carefully consider the
following risk factors, in addition to the other information appearing in the
prospectus.>
</R FBI's plan of operations is based on its trade name, and it may not be
possible to register the trade name.
FBI's application for trademark registration has been accepted by the United
States Patent and Office, which has indicated that the mark appears to be
entitled to registration, and if no opposition is filed to the mark, it has
indicated that it may issue a notice of allowance of the mark. This does not
mean that the registration process has concluded, and there is no assurance
that the mark will be granted registration.>
FBI is a development stage company with no operating history.</R Because of
this, it will be difficult to gauge our future performance.>
This makes it difficult to evaluate its future performance and prospects. FBI's
prospects must be considered in light of the risks, expenses, delays and
difficulties frequently encountered in establishing a new business in an
emerging and evolving industry characterized by intense competition. Since
inception, FBI has incurred losses.
</R We have no experience in the fast food restaurant business, and no capital.
FBI is completely dependent upon this offering for the raising of capital to
fund its business plan. It has no capital and virtually no assets. The
managment of FBI, although familiar with the restaurant business, has never
established or managed a fast food restaurant or chain of fast food restaurants
before, and has no experience.
</R We may run over budget or experience delays in construction of new
restaurant outlets, and this may affect our ability to operate.>
FBI intends to grow primarily by developing company owned restaurants.
Development involves substantial risks, including: 1) risks that development
costs will exceed budgeted or contracted amounts; 2) delays in completion of
construction; 3) failing to obtain all necessary zoning and construction
permits, 4) the inability to identify or the unavailability of suitable sites;
5) that developed properties will not achieve desired revenue or cash flow
levels once opened; 6) of competition for suitable development sites from
competitors (most of which have greater financial resources than FBI); 7) of
incurring substantial unrecoverable costs in the event a development project is
abandoned prior to completion; 8) changes in governmental rules, regulations
and interpretations; and 9) general economic and business conditions.
</R There is no escrow of any funds in this offering, and any funds may be used
by us in our discretion.>
There is no minimum contingency or escrow of any funds received by FBI in this
offering, and any funds received may be utilized by FBI for any corporate
purpose as the funds are received. There will be no escrow of any of the
proceeds of this offering.
</The people who already have invested in FBI have done so at a reduced price,
and investors in this offering will experience substantial dilution of their
investment.
Management and others who have provided services to FBI have acquired shares at
an average price of $.001 per share. This means that investors in this
offering who are buying shares at the higher rate of $1.00 per share will
experience a dilution of a majority of their investment.
</R There is no established market for FBI's stock and investors may not be
able to sell their shares in the future.
There is no established market for FBI's common stock and there can be no
assurance that a market will develop. If no market is developed, then it will
be difficult for investors to eventually sell their shares and recover their
investment. >
</R FBI has not paid and probably will not pay dividends in the near future, so
investors participating in this offering may not receive a return on their
investment.
FBI has decided to retain all earnings, if any, to finance future growth.
Therefore, the only way an investor could receive a return on his or her
investment is to sell his or her shares.>
USE OF PROCEEDS
The net proceeds to FBI from the sale of the shares of common stock offered
are estimated to be approximately $985,000. FBI intends to use these proceeds
for web site promotion, working capital and general corporate purposes, as
follows:
Use Amount
Construction of prototype restaurant $ 250,000
Advertising 250,000
Working Capital - FBI $ 485,000
$ 985,000
---------------
The following table shows FBI's use of proceeds if 25%, 50%, 75%, and/or 100%
of the shares are sold. Further, there can be no assurance that any shares
will be sold in this offering.
25% 50% 75% 100%
--- --- --- ----
Construction of
prototype restaurant 185,000 250,000 250,000 250,000
Advertising 0 125,000 150,000 250,000
Working capital 50,000 117,500 335,000 485,000
---------- ------- ------- -------
Totals 235,000 492,500 735,000 985,000
The allocation of the net proceeds of the Offering set forth above represents
FBI's best estimates based upon its current plans and certain assumptions
regarding industry and general economic conditions and FBI's future revenues
and expenditures. If any of these factors change, FBI may find it necessary or
advisable to reallocate some of the proceeds within the above-described
categories.
Proceeds not immediately required for the purposes described above will be
invested temporarily, pending their application as described above, in
short-term United States government securities, short-term bank certificates of
deposit, money market funds or other investment grade, short-term, interest-
bearing instruments.
DIVIDEND POLICY
FBI has never declared or paid cash dividends on its capital stock.
FBI currently intends to retain earnings, if any, to finance the growth and
development of its business and does not anticipate paying any cash
dividends in the foreseeable future.
PRICE RANGE OF SECURITIES
FBI's common stock is not listed or quoted at the present time, and there is no
present public market for FBI's common stock. FBI has obtained a market maker
who has agreed to file an application for FBI's securities to be quoted on the
NASD OTC Bulletin Board(Bulletin Board), upon the effectiveness of this
Registration Statement, but the obtaining of a quotation is subject to NASD
approval, and there can be no assurance that FBI's stock will be quoted on the
Bulletin Board. Thus, there can be no assurance that the NASD will accept
FBI's market maker's application on Form 211. Therefore, there can be no
assurance that a public market for FBI's common stock will ever develop.
CAPITALIZATION
The following table sets forth the short-term debt and capitalization of
FBI as of June 30, 2000. The table should be read in conjunction with the
Consolidated Financial Statements, including the Notes, appearing elsewhere in
this Prospectus.
BALANCE SHEET DATA:
---------------------
2/29/2000
-------
Assets: ............................................ $ --
=======
Liabilities - Accounts Payable ..................... $ --
-------
Stockholders' Equity:
common stock, Par value $.001
Authorized 100,000,000 shares,
Issued 1,000,000 shares at December 31,
2000 .................................. 1,950
Paid-In Capital .................................. --
Retained Deficit ................................. (1,950)
------
Total Stockholders' Equity .................... --
------
Total Liabilities and
Stockholders' Equity ........................ $ --
======
DILUTION
As of June 30, 2000, FBI's net tangible book value was $0, or $0 per share of
common stock. Net tangible book value is the aggregate amount of FBI's
tangible assets less its total liabilities. Net tangible book value per share
represents FBI's total tangible assets less its total liabilities, divided by
the number of shares of common stock outstanding. After giving effect to the
sale of 1,000,000 shares at an offering price of $1.00 per share of common
stock, application of the estimated net sale proceeds (after deducting offering
expenses of $15,500), FBI's net tangible book value as of the closing of this
offering would increase from $0 to $.33 per share. This represents an
immediate increase in the net tangible book value of $.33 per share to current
shareholders, and immediate dilution of $.67 per share to new investors, as
illustrated in the following table:
Public offering price per
share of common stock $ 1.00
Net tangible book value per share before offering.................$ 0
Increase per share attributable to new investors..................$ .33
Net tangible book value per share after offering..................$ .33
Dilution per share to new investors...............................$ 0.67
Percentage dilution................................................ 67%
The following table summarizes, both before the offering and after the
offering, assuming the sale of all 1,000,000 shares in this offering, a
comparison of the number of shares purchased, the percentage of shares
purchased, the total consideration paid, the percentage of total consideration
paid, and the average price per share paid by the existing stockholders and by
new investors.
<TABLE>
<S> <C> <C> <C> <C> <C>
Number Total Percentage Percentage Average
of Shares Consideration of Shares of Total price
Purchased Paid Purchased Consideration per share
--------- --------------- --------- ------------- ---------
Existing Investors 1,950,000 $ 1,950 66.1% .1% $ .001
New Investors 1,000,000 $ 1,000,000 33.9% 99.9% $ 1.00
</TABLE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with FBI's
Consolidated Financial Statements, including the Notes, appearing
elsewhere in this Prospectus.
COMPANY OVERVIEW
FBI was organized on February 1, 2000, under its former name of
FirsTelevision.com. FBI is in the business of marketing the concept of a
national "fast food" restaurant chain to children and young adults, with a menu
of fresh burgers, fries and sandwiches. Each restaurant and all products will
bear the trade name, "FBI Fresh Burgers International." FBI has applied for
and obtained trademark registration of this trade name with the U.S. Patent and
Trademark Office. Each restaurant will be organized to provide high quality
fast food meals in a pleasant setting, designed to be unique compared to any
other fast food chain. FBI's common stock is not listed on any recognized
exchange or quoted on any quotation medium. There can be no assurance that its
common stock will ever develop a market.
PLAN OF OPERATIONS-IN GENERAL
During the next twelve months, FBI plans to satisfy its cash requirements by
additional equity financing. This will be in the form of private placements of
restricted common stock. There can be no assurance that FBI will be successful
in raising additional equity financing, and, thus, be able to satisfy its cash
requirements, which primarily consist of legal and accounting fees at the
present time. FBI presently has no cash with which to satisfy any future cash
requirements. FBI will need a minimum of $500,000 to satisfy its cash
requirements for the next 12 months. With this minimum capital, FBI intends to
establish its first prototype fast food restaurant, using the FBI theme. FBI
will not be able to operate if it does not obtain equity financing. FBI has no
current material commitments. FBI depends upon capital to be derived from
future financing activities such as subsequent offerings of its stock. There
can be no assurance that FBI will be successful in raising the capital it
requires. Management believes that, if this offering and the subsequent
private placements are successful, FBI will be able to generate revenue from
fast food sales and achieve liquidity within the next twelve months,</R and
estimates that this liquidity will continue, unless it goes over budget in
development of new restaurant locations. FBI anticipates that the cost of
development of a prototype restaurant will be at least $250,000, and intends to
develop a fast food menu, at an expected cost of $25,000. It does not expect
any additional research and development of any products, nor does it expect to
incur any research and development costs.> FBI does not expect the purchase or
sale of plant or any significant equipment, </R except for the initial purchase
of restaurant equipment for the prototype, and it does anticipate hiring at
least 24 minimum wage employees and three full time managers to run the
prototype restaurant. > FBI has no current material commitments. FBI has
generated no revenue since its inception.
FBI has no current plans, preliminary or otherwise, to merge with any other
entity.
FBI is still considered to be a development stage company, with no
significant revenue, and is dependent upon the raising of capital through
placement of its common stock. There can be no assurance that FBI will
be successful in raising the capital it requires through the sale of its common
stock.
BUSINESS
IN GENERAL
FBI has no current operations at the present time. Its business plan is
to establish a national chain of fast food restaurants. FBI restaurants will
offer a variety of hamburgers, sandwiches, salads, Mexican food, finger foods
and side items. The core of FBI's menu will be its hamburger products. FBI
will also offer value-priced product alternatives to compete against price-
oriented competitors. FBI's plan of operations includes </R the intention to
offer quality products with high perceived value; fast and friendly customer
service; to develop a strong brand image behind the trademark, "FBI Fresh
Burgers International;" and to target an attractive demographic segment.> All
of these operations are planned operations at the present time, as FBI has no
actual business, other than the formation of its business plan and this
offering.
Restaurant Operations.
</R All of the planned operations described in this prospectus depend on FBI
raising a sufficient amount of capital to dedicate financial resources to each
element of its business plan. There can be no assurance that any capital at
all will be raised from this offering, but if significant capital is raised,>
resources will be devoted to ensure that all FBI restaurants which FBI plans to
develop will offer the highest quality food and service. Emphasis will be
placed on delivering quality ingredients to all restaurants, that restaurant
food production systems will be continuously developed and improved, and all
employees will be dedicated to delivering consistently high quality food and
service. FBI will standardize the specifications for the preparation and
service of its food, the conduct and appearance of its employees, and the
maintenance and repair of its premises. Each FBI restaurant will be operated
by a company-employed manager who normally will receive a minimum of eight
weeks of management training, which will include classroom training and on-the-
job training in an FBI restaurant. The restaurant manager will be responsible
for the operation of the restaurants, including product quality, food handling
safety, cleanliness, service, inventory, cash control and the conduct and
appearance of employees. Restaurant managers will be supervised by regional
managers, who will report directly to FBI management. FBI will establish a
performance bonus system to award managers at all levels with bonus
compensation based on profit achievement. FBI will employ a point of sale
computerized reporting and cash register system for its restaurants, which
provides points of sale transaction data and accumulates marketing information.
Sales data will be collected and analyzed on a weekly basis by management.
</R Planned> advertising and promotion
As part of its plan of operations, which is dependent upon the raising of
sufficient capital, FBI plans to engage in a marketing program, both in
conjunction with before and after the opening of new restaurant locations, and
on an ongoing basis, to build the brand name,"FBI Fresh Burgers International."
FBI will emphasize local, low cost advertising on cable television and radio in
the areas in which new restaurants are planned to be developed. This will be
combined with a direct mail campaign in the area. FBI intends to take full
advantage of the exploitation of its name in its advertising campaign. For
example:
1. When the site of the new FBI restaurant is decided upon, FBI will place
billboard advertisements in the area advertising that "FBI is coming to your
city."
2. Each construction site will be surrounded by construction barriers
which will be posted with "Wanted by FBI" posters. The "Wanted" posters will
offer a reward for anyone who provides information leading to the apprehension
of "suspects" featured on the posters. Pictured on the posters will be several
"suspects6," who will have names which will be placed on FBI food products.
Each "Wanted" poster will bear a toll free telephone number, which will have
recorded information about FBI. Every caller will receive a coupon for a
discount on an FBI food item.
3. "Wanted" posters will be mailed to residents in the area of the new
restaurants.
4. FBI will contact local PTA organizations, and offer "PTA nights" at
FBI, where parents and children can work together in an FBI restaurant, and
half of all revenue after expenses will go to the PTA, to be used to benefit
local schools. FBI will emphasize these programs in its local advertising.
5. After a sufficient number of FBI restaurants are opened, FBI will
supplement its local advertising with national advertising to promote "FBI
Fresh Burgers International" as a nationally known brand.
Properties.
FBI leases offices at 827 State Street, Suite 14, Santa Barbara, California,
from its Secretary, Agata Gotova, on a month to month basis, </R at no charge
to FBI>, for approximately 150 square feet of office space, which is adequate
for FBI's needs at the present time and which is adequately covered by
insurance. FBI owns the Internet domains name www.fbiburger.com,
www.fbiburger.net, and www.fbiburger.org.
Patents.
FBI has </R filed an application for service mark registration with> the
U.S. Patent and Trademark Office trademark protection of the mark, "FBI Fresh
Burgers International," serial number 78/007326, which has indicated that the
mark appears to be entitled to registration, and if no opposition is filed to
the mark, it has indicated that it may issue a notice of allowance of the mark.
This does not mean that the registration process has concluded, and there is no
ssurance that the mark will be granted resgistration. FBI has no patents. It
is the owner of the Internet domain names www.fbiburger.com, www.fbiburger.net
and www.fbiburger.org.
Employees.
As of February 1, 2000, FBI has two employees. Agata Gotova, FBI's
Secretary/Treasurer and Director, devotes approximately 10 hours per week to
company activities. FBI's president, Artem Gotov, devotes his full time
efforts to the company. FBI has no written employment contracts. None of
FBI's employees are covered by a collective bargaining agreement. FBI has
never experienced an employment related work stoppage and considers its
employee relations to be satisfactory.
Competition.
The fast food restaurant industry is highly competitive with respect to price,
service, location and food quality, and there are many well-established
competitors. Certain factors, such as substantial price discounting, increased
food, labor and benefits costs and the availability of experienced management
and hourly employees may adversely affect the fast food restaurant industry in
general and FBI in particular. FBI will compete with a large number of
national and regional fast food restaurant chains. Most of the potential
competitors which own fast food restaurant chains have financial resources
superior to FBI, so there can be no assurance that FBI's projected income will
not be affected by its competition. FBI expects this competition to increase.
Companies such as Foodmaker, Inc., Burger King, McDonalds and Taco Bell all
offer fast food restaurants.
Government Regulation.
Each FBI restaurant will be subject to regulation by federal agencies and to
licensing and regulation by state and local health, sanitation, safety, fire
and other departments. Difficulties or failures in obtaining any required
licensing or approval could result in delays or cancellations in the opening of
new restaurants.
FBI will also be subject to the Fair Labor Standards Act and various state
laws governing such matters as minimum wages, overtime and other working
conditions. A significant number of FBI's employees will be paid at rates
related to the federal and state minimum wage and increases in the minimum wage
will increase FBI's labor costs.
In addition, various proposals which would require employers to provide
health insurance for all of their employees are being considered from time to
time in the U.S. Congress and various states. The imposition of any such
requirement would have a material adverse impact on the planned operation s of
FBI and the financial condition of the fast food restaurant industry.
FBI will be subject to certain guidelines under the Americans with
Disabilities Act of 1990 (ADA), and various state codes and regulations which
require restaurants to provide full and equal access to persons with physical
disabilities. FBI will also be subject to various evolving federal state and
local environmental laws governing, among other things, emissions to the air,
discharge to waters and the generation, handling, storage, transportation,
treatment and disposal of hazardous and no-hazardous substances and wastes.
FBI has not booked any significant research and development costs and therefor
do not expect to pass any of those costs to customers. And has no product
development or research and development costs.
FBI's mailing address is 827 State Street, Suite 14, Santa Barbara, CA 93101.
The telephone number of its principal executive office is
(805) 560-1308.
FORWARD LOOKING STATEMENTS
This registration statement contains forward-looking statements. FBI's
expectation of results and other forward-looking statements contained in this
registration statement involve a number of risks and uncertainties. Among the
factors that could cause actual results to differ materially from those
expected are the following: business conditions and general economic
conditions;
competitive factors, such as pricing and marketing efforts; and the pace and
success of product research and development. These and other factors may cause
expectations to differ.
THE PRODUCTS
FBI intends to offer fresh burgers, french fries, and sandwiches, in a fast
food format. The only real difference between FBI's product and its competitor
fast food burger stores will be the name awareness that FBI intends to develop
for its product.
LEGAL PROCEEDINGS
FBI is not subject to any pending litigation, legal proceedings or claims.
MANAGEMENT
EXECUTIVE OFFICERS, KEY EMPLOYEES AND DIRECTORS
The members of the Board of Directors of FBI serve until the next annual
meeting of stockholders, or until their successors have been elected.
The officers serve at the pleasure of the Board of Directors.
The current executive officers, key employees and directors of FBI are:
Name Age Position
---- --- --------
Artem Gotov 36 President, Director
Agata Gotova 28 Secretary, Director, Treasurer
Artem Gotov. Artem Gotov is the founder and current President, and Director of
FBI, and has been since its inception. He is the owner of "Moliere" restaurant
in Las Vegas, Nevada, and the owner of "Uncle Vanya's" restaurant in Moscow,
Russia. From 1998 through May, 2000, he developed, established, managed and
sold "Moscow Time" restaurant in Moscow, Russia. From 1992 through 1997, he
owned and operated Luxe Casino in Moscow, Russia.
Agata Gotova. Ms. Gotova is the current </R Secretary, Chief Financial Officer
and Director of FBI.> She is also the President and Director of Russian
Imports.com, </R Russian-Caviar.com> and FirsTelevision.com. She is also the
Secretary of Cinecam Corporation and </R Et Voila! European Cafes, Inc.> For
the past five years, she has been engaged in the import and export business,
specializing in trade with Russia and the former Soviet Republics. For a
period of four years prior to 1997, Ms. Gotova resided and did business in
Paris, France. She speaks French, English and Russian fluently. Ms. Gotova
was educated at the University, Minister of International Affairs, Moscow, and
Sorbonne University, Paris.
EXECUTIVE COMPENSATION
FBI has made no provisions for cash compensation to its officers and directors.
</R FBI's President, Artem Gotov, received 805,000 shares of restricted common
stock and its Secretary/Chief Financial Officer Agata Gotova, received 805,000
shares of restricted common stock as a retainer for future services and in
exchange for FBI's business plan.> These 1,610,000 shares have been accepted as
full compensation for management's services for the first year of operation.
No salaries are being paid at the present time, and will not be paid unless and
until there is available cash flow from operations to pay salaries. There were
no grants of options or SAR grants given to any executive officers during the
last fiscal year. </R FBI's counsel, Kenneth Eade, received 90,000 shares of
common stock as compensation for legal services rendered FBI.>
EMPLOYMENT AGREEMENTS
FBI has not entered into any employment agreements with any of its employees,
and employment arrangements are all subject to the discretion of FBI's board of
directors.
PRINCIPAL STOCKHOLDERS
The following table presents certain information regarding beneficial
ownership of FBI's common stock as of June 30, 2000, by (I) each person known
by FBI to be the beneficial owner of more than 5% of the
outstanding shares of common stock, (ii) each director of FBI, (iii)
each Named Executive Officer and (iv) all directors and executive officers as a
group. Unless otherwise indicated, each person in the table has sole voting and
investment power as to the shares shown.
Shares Percent Percent
Beneficially Before After
Name and Address of Beneficial Owner Owned Offering Offering
------------------------------------ ------------ -------- --------
Artem Gotov
1548 Fairhaven
Las Vegas, NV (1) 805,000 41.28% 27.28%
Agata Gotova(2) 805,000 41.28% 27.28%
827 State Street </R Ste. 14>
Santa Barbara, CA 93101
</R Kenneth G. Eade(2) 200,000 10.25% 6.78%
827 State Street, Suite 12
Santa Barbara, CA 93101>
Officers and Directors
as a Group 1,610,000 82.56% 54.56%
------------
Table is based on current outstanding shares of 1,950,000.
(1) Artem Gotov and Agata Gotova are brother and sister.
(2) Agata Gotova is the wife of FBI's attorney, Kenneth G. Eade,
Mr. Eade holds </R 200,000> shares of common stock. Agata Gotova and
Kenneth G. Eade each disclaim beneficial ownership in the shares of the
other.
CERTAIN TRANSACTIONS
In connection with organizing FBI, on February 1, 2000, Agata Gotova was
issued </R 805,000 shares of restricted common stock, and Artem Gotov was
issued 805,000 restricted shares of common stock in exchange for services,> the
business plan of FBI, and FBI's web site, trade name and domain names, pursuant
to Section 4(2) of the Securities Act of 1933, to sophisticated persons
(officers and directors) having superior access to all corporate and financial
information. Under Rule 405 promulgated under the Securities Act of 1933, </R
Artem Gotov and Agata Gotova may be deemed to be promoters of FBI. It is
possible that Kenneth Eade may be deemed to be a promoter because of his
relationship as the husband of Agata Gotova.> No other persons are known to
Management that would be deemed to be promoters. </R Artem Gotov and Agata
Gotova are brother and sister.>
On February 1, 2000, in exchange for legal services, FBI issued 200,000 shares
to Kenneth G. Eade, counsel to FBI and the husband of its President, Agata
Gotova, under Rule 701 promulgated by the Securities and Exchange Commission in
exchange for legal services rendered. Mr. Eade is a sophisticated investor who
had access to all corporate information.
DESCRIPTION OF SECURITIES
The authorized capital stock of FBI consists of 100,000,000 shares of common
stock, $.001 par value per share. Upon consummation of this Offering, there
will be outstanding 3,950,000 shares of Common stock.
Common stock
Holders of common stock are entitled to one vote for each share held on all
matters submitted to a vote of stockholders, including the election of
directors.
Holders of common stock do not have subscription, redemption or conversion
rights, nor do they have any preemptive rights.
Holders of common stock do not have cumulative coting rights, which means that
the holders of more than half of all voting rights with respect to common stock
and Preferred Stock can elect all of FBI's directors. The Board of Directors
is empowered to fill any vacancies on the Board of Directors created by
resignations, subject to quorum requirements.
Holders of common stock will be entitled to receive such dividends, if any, as
may be declared from time to time by the Board of Directors out of funds
legally available therefor, and will be entitled to receive, pro rata, all
assets of the Company available for distribution to such holders upon
liquidation.
All outstanding shares of common stock are, and the common stock offered,
upon issuance and sale, will be, fully paid and nonassessable.
PENNY STOCK STATUS
If and when it creates a market for its common stock, FBI's common stock is a
"penny stock," as the term is defined by Rule 3a51-1 of the Securities Exchange
Act of 1934. This makes it subject to reporting, disclosure and other rules
imposed on broker-dealers by the Securities and Exchange Commission requiring
brokers and dealers to do the following in connection with transactions in
penny stocks:
1. Prior to the transaction, to approve the person's account for
transactions in penny stocks by obtaining information from the person regarding
his or her financial situation, investment experience and objectives, to
reasonably determine based on that information that transactions in penny
stocks are suitable for the person, and that the person has sufficient
knowledge and experience in financial matters that the person or his or her
independent advisor reasonably may be expected to be capable of evaluating the
risks of transactions in penny stocks. In addition, the broker or dealer must
deliver to the person a written statement setting forth the basis for the
determination and advising in highlighted format that it is unlawful for the
broker or dealer to effect a transaction in a penny stock unless the broker or
dealer has received, prior to the transaction, a written agreement from the
person. Further, the broker or dealer must receive a manually signed and dated
written agreement from the person in order to effectuate any transactions is a
penny stock.
2. Prior to the transaction, the broker or dealer must disclose to the
customer the inside bid quotation for the penny stock and, if there is no
inside bid quotation or inside offer quotation, he or she must disclose the
offer price for the security transacted for a customer on a principal basis
unless exempt from doing so under the rules.
3. Prior to the transaction, the broker or dealer must disclose the
aggregate amount of compensation received or to be received by the broker or
dealer in connection with the transaction, and the aggregate amount of cash
compensation received or to be received by any associated person of the broker
dealer, other than a person whose function in solely clerical or ministerial.
4. The broker or dealer who has effected sales of penny stock to a
customer, unless exempted by the rules, is required to send to the customer a
written statement containing the identity and number of shares or units of each
such security and the estimated market value of the security. Imposing these
reporting and disclosure requirements on a broker or dealer make it
unlawful for the broker or dealer to effect transactions in penny stocks on
behalf of customers. Brokers or dealers may be discouraged from dealing in
penny stocks, due to the additional time, responsibility involved, and, as a
result, this may have a deleterious effect on the market for FBI's
stock.
TRANSFER AGENT, WARRANT AGENT AND REGISTRAR
The transfer agent, warrant agent and registrar for the common stock is
American Registrar & Transfer Co., 342 E. 900 South, P.O. Box 1798, Salt Lake
City, Utah 84110.
SHARES ELIGIBLE FOR FUTURE SALE
Upon completion of this Offering, FBI will have 3,950,000 shares of common
stock outstanding. All shares sold in this offering will be freely transferable
without restriction or further registration under the Securities Act of 1933,
as amended. However, any share purchased by an affiliate (in general, a person
who is in a control relationship with FBI), will be subject to the limitations
of Rule 144 promulgated under the Securities Act.
Under Rule 144 as currently in effect, a person (or persons whose shares are
aggregated with those of others) whose restricted shares have been fully paid
for and meet the rule's one year holding provisions, including persons who may
be deemed affiliates of FBI, may sell restricted securities in broker's
transactions or directly to market makers, provided the number of shares sold
in any three month period is not more than the greater of 1% of the total
shares of common stock then outstanding or the average weekly trading volume
for the four calendar week period immediately prior to each such sale. After
restricted securities have been fully paid for and held for two years,
restricted securities may be sold by persons who are not affiliates of FBI
without regard to volume limitations. Restricted securities held by affiliates
must continue, even after the two year holding period, to be sold in brokers'
transactions or directly to market makers subject to the limitations described
above.
Prior to this offering, no public market has existed for FBI's shares of common
stock. However, FBI's market maker, National Capital, has filed an application
for a quotation with the National Quotation Bureau's "pink sheets," which
application is still pending. No predictions can be made as to the effect, if
any, that market shares or the availability of shares for sale will have on the
market price prevailing from time to time. The sale, or availability for sale,
of substantial amounts of common stock in the public market could adversely
affect prevailing market prices.
PLAN OF DISTRIBUTION
The Shares shall be offered on a self underwritten basis in the States of New
York, California, Florida and in the District of Columbia, and to qualified
investors in the State of California, and outside the U.S. The offering is
self underwritten by the Company, which offers the Shares directly to
investors through officer Agata Gotova, who will offer the Shares by prospectus
and sales literature filed with the SEC, to friends, former business associates
and contacts, and by direct mail to investors who have indicated an interest in
the Company. The offering is a self underwritten offering, which means that it
does not involve the participation of an underwriter or broker.
The offering of the Shares shall terminate in 180 days unless extended for no
more than an additional 180 days at the discretion of the Company.
The Company reserves the right to reject any subscription in whole or in part,
or to allot to any prospective investor less than the number of Shares
subscribed for by such investor.
LEGAL MATTERS
The validity of the common stock offered will be passed upon for the
Company by Kenneth G. Eade, Santa Barbara, California.
EXPERTS
The Financial Statements of FBI as of June 30, 2000 included in this Prospectus
and elsewhere in the Registration Statement have been audited by Roger G.
Castro, independent public accountant for FBI, as set forth in his reports
thereon appearing elsewhere herein, and are included in reliance upon such
reports, given upon the authority of such firm as experts in accounting and
auditing.
ADDITIONAL INFORMATION
FBI has filed with the Securities and Exchange Commission ("SEC") a
registration statement on Form SB-2 under Securities Act of 1933, as amended,
with respect to the securities. This prospectus, which forms a part of the
registration statements, does not contain all of the information set forth in
the registration statement as permitted by applicable SEC rules and
regulations. Statements in this prospectus about any contract, agreement or
other document are not necessarily complete.
The registration statement may be inspected without charge and copies may be
obtained at prescribed rates at the SEC's public reference facilities at
Judiciary Plaza, 450 Fifth Street NW, Room 1024, Washington, DC 20549, or on
the Internet at http://www.sec.gov.
FBI will furnish to its shareholders annual reports containing audited
financial statements reported on by independent public accountants for each
fiscal year and make available quarterly reports containing unaudited financial
information for the first three quarters of each fiscal year.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
FBI Fresh Burgers International
Independent Auditor's Report ................................ F-1
Balance Sheets
June 30, 2000 .............................................. F-2
Statements of Operations
For the Years Ended June 30, 2000 .......................... F-3
Statements of Changes in Stockholders' Equity
For the Years Ended June 30, 2000 .......................... F-4
Statements of Cash Flows
For the Years Ended June 30, 2000 .......................... F-5
Notes to Consolidated Financial Statements ......................
[CAPTION]
INDEPENDENT AUDITORS' REPORT
FBI Fresh Burgers International
(A Development Stage Company)
I have audited the accompanying balance sheets of FBI Fresh
Burgers International (a development stage company) as of June 30, 2000, and
the related statements of operations, stockholders' equity, and cash flows for
the month ended June 30, 2000. These financial statements are the
responsibility of FBI's management. My responsibility is to express an opinion
on these financial statements based on our audits.
I conducted my audits in accordance with generally accepted
auditing standards. Those standards require that I plan and perform the audit
to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. I believe that my audits provide a reasonable basis for
my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of FBI Fresh
Burgers International, Inc. (a development stage company) as of June 30, 2000,
and the results of its operations and its cash flows for the </R period>
ended June 30, 1999 in conformity with generally accepted accounting
principles.
ROGER G. CASTRO
___________________
Roger G. Castro
Certified Public Accountants
Oxnard, California
August 29, 2000
F-1
[CAPTION]
FBI Fresh Burgers International
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
June 30, 2000
---------------------
Assets: ............................................ $ --
=======
Liabilities - Accounts Payable ..................... $ --
-------
Stockholders' Equity:
common stock, Par value $.001
Authorized 100,000,000 shares,
Issued 1,950,000 shares at June 30, 2000 1,950
Paid-In Capital .................................. --
</R Deficit accumulated during development stage (1,950)
-------
Total Stockholders' Equity .................... --
-------
Total Liabilities and
Stockholders' Equity ........................ $ --
=======
The accompanying notes are an integral part of these financial statements.
F-2
[CAPTION]
FBI Fresh Burgers International
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
Cumulative
Since
Inception
For the [PERIOD] of
ended June 30, 2000 Development
----------------- Stage
--------
Revenues: ............................ $ -- $ --
Expenses:
Professional fees $ 1,000 $ 1,000
General and Administrative Expenses: .... 950 950
Total 1,950 1,950
----- --------
Net Loss ..............................$ (1,950) $(1,950)
----- -----
Loss per share .............................$ -- $ --
===== =======
The accompanying notes are an integral part of these financial statements.
F-3
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
FBI Fresh Burgers International
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD ENDED June 30, 2000
Common stock Additional
Number of Shares Amount Paid in Retained
Capital (Deficit) Total
----------------- -------- --------- --------- -----
common stocks issued:
for services 2/1/2000 805,000 $805 $ -- $ 805 $ --
for services 2/1/2000 805,000 $805 $ -- $ 805 $ --
for services 2/1/2000 200,000 $200 $ -- $ 200 $ --
for services 6/1/2000 70,000 $ 70 $ -- $ 70 $ --
for services 6/1/2000 70,000 $ 70 $ -- $ 70 $ --
Net loss for
Balance 6/30/2000 1,950,000 $1,950 $-- $(1,950) $ --
----------------- -------- --------- --------- -----
The accompanying notes are an integral part of these financial statements.
</TABLE>
F-4
<TABLE>
<CAPTION>
<S> <C> <C>
FBI Fresh Burgers International
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
Cumulative
Since
Inception
For the </R period> ended of
June 30, 2000 Development
------------------- Stage
------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Operating Activities
</R Stock issued for services $ 1,950 $ 1,950>
Net Loss ............................................ $(1,950) $ (1,950)
------- ------------
Net Cash Used provided by operating activities . ... (1,950) (1,950)
------- ------------
CASH FLOWS FROM FINANCING
ACTIVITIES:
------- ------------
Net Cash Provided by
Financing Activities .............................. --
------- ------------
Cash and Cash Equivalents
at Beginning of Period ............................ -- --
------- ------------
Cash and Cash Equivalents
at End of Period .................................. $ -- $ --
======= ============
The accompanying notes are an integral part of these financial statements.
F-6
</TABLE>
[CAPTION]
FBI Fresh Burgers International
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD ENDED June 30, 2000
NOTE 1. DESCRIPTION OF THE BUSINESS
FBI was incorporated under the laws of the state of California on February 1,
2000, under the former name of "FirsTelevision. The purpose for which the
Corporation is organized is to engage in any lawful act or activity for which a
corporation may be organized under the General Corporation Law of the State of
California including, without limitation, to develop a national chain of fast
food restaurants.
FBI has been in the development stage since its formation on February 1, 2000.
Planned principal operations have only recently commenced since then, but FBI
has not generated any significant revenue.
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES
A. FBI uses the accrual method of accounting.
B. Revenues and are recognized and recorded when food is </R ordered.>
Expenses are realized and recorded when invoiced.
C. FBI considers all short term, highly liquid investments that are
readily convertible, within three months, to known amounts as cash equivalents.
FBI currently has no cash equivalents.
D. Primary Earnings Per Share amounts are based on the weighted average number
of shares outstanding at the dates of the financial statements. Fully Diluted
Earnings Per Shares shall be shown on stock options and other convertible
issues that may be exercised within ten years of the financial statement dates.
E. Estimates: The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements
and accompanying notes. Actual results could differ from those estimates.
NOTE 3. INCOME TAXES. FBI has adopted the provisions of SFAS No. 109
"Accounting for Income Taxes". SFAS 109 requires recognition of deferred tax
liabilities and assets for the expected future tax consequences of events that
have been included in the financial statements or tax returns. Under this
method, deferred tax liabilities and assets are determined based on the
differences between the financial statement and tax basis of assets and
liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse.
FBI shares office space and telephone services of the </R Secretary> of FBI at
no charge.
NOTE 5. FISCAL YEAR END. FBI's fiscal year end is December 31st.
NOTE 6. RELATED PARTY TRANSACTIONS. FBI issued unregistered common stock to
its President, in exchange for services as President, Secretary and Treasurer,
and to non management consultants and employees in exchange for their services.
The issuance of shares were recorded at their fair market value of par value.
This is deemed appropriate, rather than recording the issuance of shares at the
offering price, since FBI's shares have no current book value.
NOTE 7. STOCK ISSUED FOR SERVICES
F-7
----------------------------------------------------------------------------
----------------------------------------------------------------------------
</R No dealer, salesperson or other person has been authorized to give any
information or to make any representations in connection with this offering
other than those contained in this prospectus and, if given or made, such
information or representations must no be relied upon as having been authorized
by FBI or its officers or directors. This prospectus does not constitute an
offer to sell or a solicitation of an offer to buy any security other than the
securities offered by this prospectus, or an offer to sell or a solicitation of
an offer to buy any securities by any person in any jurisdiction in which such
offer or solicitation is not authoirzed or is unlawful. The delivery of this
prospectus shall not, under any circumstances, create any implication that the
information in this prospectus is correct as of any time subsequent to the date
of this prospectus. Until December 14, 2000 (25 days after the commencement of
this offering), all dealers that effect transactions in these securities,
whether or not participating in the offering, may be required to deliver a
prospectus.>
------------------------
TABLE OF CONTENTS
PAGE
---------
Prospectus Summary.............................. 1
Risk Factors.................................... 3
FBI is a development stage
company with no operating history.......... 3
Intense competition........................ 3
Terms of offering-no minimum contingency... 4
Related party transactions and possible
conflicts of interest...................... 4
Dilution................................... 4
Use of Proceeds................................. 5
Dividend Policy................................. 5
Price Range of Securities....................... 6
Capitalization.................................. 6
Dilution........................................ 6
Selected Financial Data......................... 7
Management's Discussion and Analysis of
Financial Condition and Results of
Operations.................................... 8
Business........................................ 8
Management...................................... 12
Certain Transactions............................ 13
Principal Stockholders.......................... 13
Description of Securities....................... 14
Shares Eligible for Future Sale................. 15
Underwriting.................................... 15
Legal Matters................................... 15
Experts......................................... 16
Index to Financial Statements................... 16
[CAPTION]
FBI Fresh Burgers International
1,000,000 Shares of common stock
-------------
PROSPECTUS
-------------
November 19, 2000
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 317 of the California Corporations Code, as amended, provides for the
indemnification of FBI's officers, directors, employees and agents under
certain circumstances, for any threatened, pending or completed action or
proceeding, whether civil, criminal, administrative or investigative; and
"expenses" includes without limitation attorneys' fees and any expenses,
against expenses, judgments, fines, settlements, and other amounts actually and
reasonably incurred in connection with the proceeding if that person acted in
good faith and in a manner the person reasonably believed to be in the best
interests of the corporation and, in the case of a criminal proceeding, had no
reasonable cause to believe the conduct of the person was unlawful.
FBI's Certificate of Incorporation provides that the directors of the Company
shall be protected from personal liability to the fullest extent permitted by
law. FBI's By-laws also contain a provision for the indemnification of FBI's
directors.
ITEM 25. OTHER EXPENSES OF ISSUANCES AND DISTRIBUTION.
The Registrant estimates that expenses payable by it in connection with the
Offering described in this Registration Statement (other than the underwriting
discount and commissions and reasonable expense allowance) will be as follows:
SEC registration fee........................................... $264
Printing and engraving expenses................................ $500
Accounting fees and expenses................................... $1,000
Legal fees and expenses (other than Blue Sky).................. $11,736
Blue sky fees and expenses (including legal and filing fees)... $1,000
Miscellaneous.................................................. $1,000
----------
Total...................................................... $15,500
==========
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.
The following securities were issued by FBI within the past three years and
were not registered under the Securities Act.
In connection with organizing FBI, on February 1, 2000, </R Artem Gotov and
Agata Gotova were each issued 805,000> shares of restricted common stock in
exchange for services, the business plan of FBI, and FBI's web site, trade name
and domain names, in a private offering pursuant to Section 4(2) of the
Securities Act of 1933, to sophisticated persons (officers and directors)
having superior access to all corporate and financial information. Under Rule
405 promulgated under the Securities Act of 1933, Ms. Gotova may be deemed to
be promoters of FBI. No other persons are known to Management that would be
deemed to be promoters.
On February 1, 2000, in exchange for legal services, FBI issued 200,000 shares
to Kenneth G. Eade, counsel to FBI and the husband of its President, Agata
Gotova, </R in a private offering in reliance upon Section 4(2) of the
Securities Act of 1933> in exchange for legal services rendered. Mr. Eade is a
sophisticated investor who had access to all corporate information.
</R On or about June 1, 2000, FBI issued 70,000 shares to Jeffrey Volpe for
clerical services rendered, in a private offering, pursuant to Section 4(2) of
the Securities Act of 1933. Mr. Volpe is a sophisticated investor who had
access to all corporate information.
On or about June 1, 2000, FBI issued 70,000 shares to Richard Tearle for
Internet web services to be rendered, in a private offering pursuant to Section
4(2) of the Securities Act of 1933. Mr. Tearle is a sophisticated investor who
had access to all corporate information.>
ITEM 27. EXHIBITS
(a) The following exhibits are filed as part of this Registration
Statement:
EXHIBIT
NUMBER DESCRIPTION
----------- -----------------------------------------
3.1 Articles of Incorporation
3.2 Amendment to Articles of Incorporation
3.4 By-Laws
4.1 Form of common stock Certificate
5.1 Opinion of Kenneth G. Eade, Attorney at Law
(including consent)
6.1 Specimen of Stock Certificate
10
23.1 Consent of Independent Accountant
23.2 Consent of Kenneth G. Eade(filed as part of
Exhibit 5.1)
------------------------
ITEM 28. UNDERTAKINGS.
The undersigned Company undertakes to:
(a) (1) File, during any period in which it offers or sells securities, a
post-effective amendment to this Registration Statement to:
(I) Include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) Reflect in the prospectus any facts or events which, individually
or together, represent a fundamental change in the information in the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement;
(iii) Include any additional or changed material information on the plan
of distribution. (2) For determining liability under the Securities Act,
treat each post-effective amendment as a new registration statement of the
securities offered, and the offering of the securities at that time to be
the initial bona fide offering. (3) File a post-effective amendment to
remove from registration any of the securities that remain unsold at the
end of the offering.
(e) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of FBI pursuant to the provisions referred to under Item 24 of this
Registration Statement, or otherwise, FBI has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by FBI of expenses incurred or paid by a director,
officer or a controlling person of FBI in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of competent jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
(f) (1) For determining any liability under the Securities Act, treat the
information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by FBI under Rule 424(b)(1), or (4), or 497(h) under the
Securities Act as part of this Registration Statement as of the time the
Commission declared it effective.
(2) For determining any liability under the Securities Act, treat each
post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in the registration
statement, and that offering of the securities at that time as the initial bona
fide offering of those securities.
II-6
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the city of Santa
Barbara, state of California, on September 12, 2000.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, there unto duly authorized.
FBI Fresh Burgers International
/s/ Artem Gotov
-----------------------------------
By: ARTEM GOTOV, President and Director
Date: October 30, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
/s/ Agata Gotova
-----------------------------------
By: Agata Gotova
/s/ Agata Gotova
-----------------------------------
By: Agata Gotovator
Date: October 30, 2000
[CAPTION]
Exhibit 3.1
ARTICLES OF INCORPORATION
2185870
ENDORSED-FILED
IN THE OFFICE OF THE
SECRETARY OF STATE
OF THE STATE OF CALIFORNIA
Feb-1 2000
BILL JONES, SECRETARY OF STATE
ARTICLES OF INCORPORATION OF
FIRSTELEVISION.COM
FIRST: The name of the corporation is: FIRSTELEVISION.COM
SECOND: The purpose of this corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of California other than the banking business, the trust company business
or the practice of a profession permitted to be incorporated by the California
Corporations Code.
THIRD: The name and address in the State of California of this corporation's
initial agent for service of process is:
KENNETH G. EADE, 827 State Street, Suite 26, Santa Barbara, California 93101
FOURTH: The liability of the directors of the corporation for monetary damages
shall be eliminated to the fullest extent permissible under California law.
FIFTH: This corporation is authorized to issue only one class of shares of
stock, all common; and the total number of shares which this corporation is
authorized to issue is 100 Million (100,000,000).
I hereby declare that I am the person who executed the foregoing Articles of
Incorporation which execution is my own act and deed.
Executed January 25, 2000 at Santa Barbara, California.
/s/ KENNETH G. EADE
__________________________
KENNETH G. EADE
[CAPTION]
EXHIBIT 3.2
AMENDMENT TO ARTICLES OF INCORPORATION
CERTIFICATE OF AMENDMENT OF ARTICLES
OF INCORPORATION OF FIRSTELEVISION.COM
A California Corporation
The undersigned hereby certifies as follows:
ONE: That they are the President and Secretary, respectively, of
FIRSTELEVISION.COM, a California corporation.
TWO: That, at a meeting of the Shareholders and the Board of Directors on
May 2, 2000, the Corporation resolved to amend Article FIRST and FIFTH of its
Articles of Incorporation, as follows:
RESOLVED, that the Corporation amend Article I of its Articles of
Incorporation, as follows:
"FIRST: The name of this corporation is: FBI Fresh Burgers International
THREE: This amendment was approved by the required vote of shareholders in
accordance with the corporations law of the state of California. The total
number of outstanding shares of each class entitled to vote for the amendment
is:
One million, nine hundred fifty thousand (1,950,000) shares . The number of
shares of each class voting for the amendment equaled or exceeded the vote
required, that being over fifty (50%) percent. The amendment was approved by a
vote of One million nine hundred fifty thousand (1,950,000) shares, equaling
100% of all shares entitled to vote.
Dated: May 8, 2000 /s/ Artem Gotov
----------------------
ARTEM GOTOV, President
Agata Gotova
Dated: May 8, 2000 __________________________________
AGATA GOTOVA Secretary
We, the undersigned, hereby declare, under penalty of perjury, in
accordance with the laws of the State of California, that we are the President
and Secretary of the above-referenced corporation, that we executed the above-
referenced Certificate of Amendment to Articles of incorporation, that we have
personal knowledge of the information contained therein, and that
the information contained therein is true and correct.
/s/ Artem Gotov
----------------------
ARTEM GOTOV, President
/s/ Agata Gotova
-----------------------
AGATA GOTOVA Secretary
[CAPTION]
EXHIBIT 3.3
BY-LAWS OF FBI Fresh Burgers International
BYLAWS OF
FIRSTELEVISION.COM
A California Corporation
OFFICES
-------
1. PRINCIPAL OFFICE. The principal office for the transaction of the
business of the corporation is hereby fixed and located at 827 State Street,
Suite 14, Santa Barbara, CA 93101. The Board of Directors is hereby granted
full power and authority to change the place of said principal office.
2. OTHER OFFICES. Branch or subordinate offices may at any time be
established by the Board of Directors at any place or places where the
corporation is qualified to do business.
SHAREHOLDERS
------------
3. PLACE OF MEETINGS. Shareholders' meetings shall be held at the
principal office for the transaction of the business of this corporation in the
State of California, or at such other place as the Board of Directors shall, by
resolution, appoint.
4. ANNUAL MEETINGS. The annual meetings of shareholders shall be held
in the month of March in each year. At such meeting Directors shall be elected;
reports of the affairs of the corporation shall be considered, and any other
business may be transacted which is within the powers of the shareholders. The
first annual meeting of shareholders after incorporation need not be held if
less than nine months have elapsed since incorporation to such meeting date.
Written notice of each annual meeting shall be mailed to each
shareholder entitled to vote, addressed to such shareholder at his address
appearing on the books of the corporation or given by him to the corporation
for the purpose of notice. If a shareholder gives no address, notice shall be
deemed to have been given if sent by mail or other means of written
communication addressed to the place where the principal executive office of
the corporation is situated, or if published at least once in some newspaper of
general circulation in the county in which said office is located. All such
notices shall be mailed, postage prepaid, to each shareholder entitled thereto
not less than ten (10) days nor more than sixty (60) days before each annual
meeting. Such notices shall specify the place, the day, and the hour of such
meeting, the names of the nominees for election as Directors if Directors are
to be elected at the meeting, and those matters which the Board of Directors
intends to present for action by the shareholders, and shall state such other
matters, if any, as may be expressly required by statute.
5. SPECIAL MEETINGS. Special meetings of the shareholders, may be
called at any time by the Chairman of the Board of Directors, if any, the
President or any Vice President, or by the Board of Directors, or by one or
more shareholders holding not less than ten (10%) percent of the voting power
of the corporation. Except in special cases where other express provision is
made by statute, notice of such special meeting shall be given in the same
manner as for an annual meeting of shareholders. Said notice shall specify the
general nature of the business to be transacted at the meeting. No business
shall be transacted at a special meeting except as stated in the notice sent to
shareholders, unless by the unanimous consent of all shareholders represented
at the meeting, either in person or by proxy. Upon written request to the
Chairman of the Board, the President, the Secretary or any Vice President of
the corporation by any person (but not the Board of Directors) entitled to call
a special meeting of shareholders, the person receiving such request shall
cause a notice to be given to the shareholders entitled to vote that a meeting
will be held at a time requested by the person calling the meeting not less
than thirty-five (35) nor more than sixty (60) days after the receipt of the
request.
6. ADJOURNED MEETINGS AND NOTICE THEREOF. Any shareholders' meeting,
annual or special, whether or not a quorum is present, may be adjourned from
time to time by the vote of a majority of the shares the holders of which are
either present in person or represented by proxy thereat, but in the absence of
a quorum no other business may be transacted at such meeting.
Notice of an adjourned meeting need not be given if (a) the
meeting is adjourned for forty-five (45) days or less, (b) the time and place
of the adjourned meeting are announced at the meeting at which the adjournment
is taken, and (c) no new record date is fixed for the adjourned meeting.
Otherwise, notice of the adjourned meeting shall be given as in the case of an
original meeting
7. VOTING. Except as provided below or as otherwise provided by the
Articles of Incorporation or by law, a shareholder shall be entitled to one
vote for each share held of record on the record date fixed for the
determination of the shareholders entitled to vote at a meeting or if no such
date is fixed, the date determined in accordance with law. Upon the demand of
any shareholder made at a meeting before the voting begins, the election of
Directors shall be by ballot. At every election of Directors, shareholders may
cumulate votes and give one candidate a number of votes equal to the number of
Directors to be elected multiplied by the number of votes to which the shares
are entitled or distribute votes according to the same principal among as many
candidates as desired; however, no shareholder shall be entitled to cumulate
votes for any one or more candidates unless such candidate or candidates' name
has been placed in nomination prior to the voting and at least one shareholder
has given notice at the meeting prior to the voting of such shareholder's
intention to cumulate votes.
8. QUORUM. A majority of the shares entitled to vote, represented in
person or by proxy, constitutes a quorum for the transaction of business. No
business may be transacted at a meeting in the absence of a quorum other than
the adjournment of such meeting, except that if a quorum is present at the
commencement of a meeting, business may be transacted until the meeting is
adjourned even though the withdrawal of shareholders results in less than a
quorum. If a quorum is present at a meeting, the affirmative vote of a majority
of the shares represented at the meeting and entitled to vote on any matter
shall be the act of the shareholders unless the vote of a larger number is
required by law or the Articles of Incorporation. If a quorum is present at the
commencement of a meeting but the withdrawal of shareholders results in less
than a quorum, the affirmative vote of the majority of shares required to
constitute a quorum shall be the act of the shareholders unless the vote of a
larger number is required by law or the Articles of Incorporation. Any meeting
of shareholders, whether or not a quorum is present, may be adjourned by the
vote of a majority of the shares represented at the meeting.
9. CONSENT OF ABSENTEES. The transactions of any meeting of
shareholders, however called and noticed and wherever held, are as valid as
though had at a meeting duly held after regular call and notice, if a quorum is
present either in person or by proxy and if, either before or after the
meeting, each of the persons entitled to vote who is not present at the meeting
in person or by proxy signs a written waiver of notice, a consent to the
holding of the meeting or an approval of the minutes of the meeting. For such
purposes a shareholder shall not be considered present at a meeting if, at the
beginning of the meeting, the shareholder objects to the transaction of any
business because the meeting was not properly called or convened or, with
respect to the consideration of a matter required to be included in the notice
for the meeting which was not so included, the shareholder expressly objects to
such consideration at the meeting.
10. ACTION WITHOUT MEETING. Except as provided below or by the
Articles of Incorporation, any action which may be taken at any meeting of
shareholders may be taken without a meeting and without prior notice if a
consent in writing, setting forth the action so taken, is signed by the holders
of outstanding shares having no less than the minimum number of votes which
would be necessary to authorize or take such action at a meeting at which all
shares entitled to vote on such action were present and voted. Unless the
consents of all shareholders entitled to vote have been solicited in writing,
the corporation shall give, to those shareholders entitled to vote who have not
consented in writing, a written notice of (a) any shareholder approval obtained
without a meeting pursuant to those provisions of the California Corporations
Code set forth in Subsection 603(b)(l) of such Code at least ten (10) days
before the consummation of the action authorized by such approval, and (b) the
taking of any other action approved by shareholders without a meeting, which
notice shall be given promptly after such action is taken.
11. PROXIES. A shareholder may be represented at any meeting of
shareholders by a written proxy signed by the person entitled to vote or by
such person's duly authorized attorney-in-fact. A proxy must bear a date within
eleven (11) months prior to the meeting, unless the proxy specifies a different
length of time. A revocable proxy is revoked by a writing delivered to the
Secretary of the corporation stating that the proxy is revoked or by a
subsequent proxy executed by, or by attendance at the meeting and voting in
person by, the person executing the proxy.
12. ELECTION INSPECTORS. One or three election inspectors may be
appointed by the Board of Directors in advance of a meeting of shareholders or
at the meeting by the Chairman of the meeting. If not previously chosen, one or
three inspectors shall be appointed by the Chairman of the meeting if a
shareholder or proxyholder so requests. When inspectors are appointed at the
request of a shareholder or proxyholder, the majority of shares represented in
person or by proxy shall determine whether one or three inspectors shall be
chosen. The election inspectors shall determine all questions concerning the
existence of a quorum and the right to vote, shall tabulate and determine the
results of voting and shall do all other acts necessary or helpful to the
expeditious and impartial conduct of the vote. If there are three inspectors,
the decision, act or certificate of a majority of the inspectors is effective
as if made by all.
DIRECTORS
---------
13. POWERS. Subject to limitations of the Articles of Incorporation,
the Bylaws, and the California General Corporation Law as to action to be
authorized or approved by the shareholders, and subject to the duties of
Directors as prescribed by the Bylaws, all corporate powers shall be exercised
by or under the ultimate direction of, and the business and affairs of the
corporation shall be managed by, the Board of Directors. Without prejudice to
such general powers, but subject to the same limitations, it is hereby
expressly declared that the Directors shall have the following powers:
(a) To select and remove all of the other officers, agents
and employees of the corporation, prescribe such powers and duties for them as
may be consistent with law, with the Articles of Incorporation, or the Bylaws,
fix their compensation and require from them security for faithful service.
(b) To conduct, manage and control the affairs and business
of the corporation, and to make such rules and regulations therefor not
inconsistent with law, or with the Articles of Incorporation, or the Bylaws, as
they may deem best.
(c) To change the principal office for the transaction of the
business of the corporation from one location to another within the same county
as provided in Section 1 hereof; to fix and locate from time to time one or
more subsidiary offices of the corporation within or without the State of
California, as provided in Section 2 hereof; to designate any place within or
without the State of California for the holding of any shareholders' meeting or
meetings; and to prescribe the forms of certificates of stock, and to alter the
form of such certificates from time to time, as in their judgment they may deem
best, provided such certificates shall at all times comply with the provisions
of law.
(d) To authorize the issuance of shares of capital stock of
the corporation from time to time, upon such terms as may be lawful.
(e) To borrow money and incur indebtedness for the purposes
of the corporation, and to cause to be executed and delivered therefor, in the
corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages,
pledges, hypothecations, or other evidence of debt and securities therefor.
14. NUMBER OF DIRECTORS. The authorized number of Directors of this
corporation shall be three (3) until changed by amendment of the Articles of
Incorporation or by a By-Law duly adopted by the shareholders amending this
Section 14.
15. ELECTION, TERM OF OFFICE AND VACANCIES. At each annual meeting of
shareholders, Directors shall be elected to hold office until the next annual
meeting. Each Director, including a Director elected to fill a vacancy, shall
hold office until the expiration of the term for which the Director was elected
and until a successor has been elected. The Board of Directors may declare
vacant the office of a Director who has been declared to be of unsound mind by
court order or convicted of a felony. Vacancies on the Board of Directors not
caused by removal may be filled by a majority of the Directors then in office,
regardless of whether they constitute a quorum, or by the sole remaining
Director. The shareholders may elect a Director at any time to fill any vacancy
not filled, or which cannot be filled, by the Board of Directors.
16. REMOVAL. Except as described below, any or all of the Directors
may
be removed without cause if such removal is approved by the affirmative vote of
a majority of the outstanding shares entitled to vote. Unless the entire Board
of Directors is so removed no Director may be removed if (a) the votes cast
against removal, or not consenting in writing to such removal, would be
sufficient to elect such Director if voted cumulatively at an election at which
the same total number of votes were cast or, if such action is taken by written
consent, all shares entitled to vote were voted, and (b) the entire number of
Directors authorized at the time of the Director's most recent election were
then being elected.
17. RESIGNATION. Any Director may resign by giving written notice to
the Chairman of the Board, the President, the Secretary or the Board of
Directors. Such resignation shall be effective when given unless the notice
specifies a later time. The resignation shall be effective regardless of
whether it is accepted by the corporation.
18. COMPENSATION. If the Board of Directors so resolves, the
Directors, including the Chairman of the Board, shall receive compensation and
expenses of attendance for meetings of the Board of Directors and of committees
of the Board. Nothing herein shall preclude any Director from serving the
corporation in another capacity and receiving compensation for such service.
19. COMMITTEES. The Board of Directors may, by resolution adopted by a
majority of the authorized number of Directors, designate one or more
committees, each consisting of two or more Directors, to serve at the pleasure
of the Board. The Board may designate one or more Directors as alternate
members of a committee who may replace any absent member at any meeting of the
committee. To the extent permitted by resolution of the Board of Directors, a
committee may exercise all of the authority of the Board to the extent
permitted by Section 311 of the California Corporations Code.
20. INSPECTION OF RECORDS AND PROPERTIES. Each Director may inspect
all books, records, documents and physical properties of the corporation and
its subsidiaries at any reasonable time. Inspections may be made either by the
Director or the Director's agent or attorney. The right of inspection includes
the right to copy and make extracts.
21. TIME AND PLACE OF MEETINGS AND TELEPHONE MEETINGS. Immediately
following each annual meeting of shareholders, the Board of Directors shall
hold a regular meeting for the purposes of organizing the Board, election of
officers and the transaction of other business. The Board may establish by
resolution the times, if any, when other regular meetings of the Board shall be
held. All meetings of Directors shall be held at the principal executive office
of the corporation or at such other place, within or without California, as
shall be designated in the notice for the meeting or in a resolution of the
Board of Directors. Directors may participate in a meeting through use of
conference telephone or similar communications equipment so long as all
Directors participating in such meeting can hear each other.
22. CALL. Meetings of the Board of Directors, whether regular or
special, may be called by the Chairman of the Board, the President, the
Secretary, or any Director.
23. NOTICE. Regular meetings of the Board of Directors may be held
without notice if the time of such meetings has been fixed by the Board.
Special meetings shall be held upon four days' notice by mail or 48 hours'
notice delivered personally or by telephone or telegraph, and regular meetings
shall be held upon similar notice if notice is required for such meetings.
Neither a notice nor a waiver of notice need specify the purpose of any regular
or special meeting. If a meeting is adjourned for more than 24 hours, notice of
the adjourned meeting shall be given prior to the time of such meeting to the
Directors who were not present at the time of the adjournment.
24. MEETING WITHOUT REGULAR CALL AND NOTICE. The transactions of any
meeting of the Board of Directors, however called and noticed or wherever held,
are as valid as though had at a meeting duly held after regular call and notice
if a quorum is present and if, either before or after the meeting, each of the
Directors not present signs a written waiver of notice, a consent to holding
the meeting or an approval of the minutes of the meeting. For such purposes, a
Director shall not be considered present at a meeting if, although in
attendance at the meeting, the Director protests the lack of notice prior to
the meeting or at its commencement.
25. ACTION WITHOUT MEETING. Any action required or permitted to be
taken by the Board of Directors may be taken without a meeting, if all the
members of the Board individually or collectively consent in writing to such
action.
26. QUORUM AND REQUIRED VOTE. A majority of the Directors then in
office shall constitute a quorum for the transaction of business, provided that
unless the authorized number of Directors is one, the number constituting a
quorum shall not be less than the greater of one-third of the authorized number
of Directors or two Directors.
Except as otherwise provided by Subsection 307(a)(8) of the California
Corporations Code, the Articles of Incorporation or these Bylaws, every act or
decision done or made by a majority of the Directors present at a meeting duly
held at which a quorum is present is the act of the Board. A meeting at which a
quorum is initially present may continue to transact business notwithstanding
the withdrawal of Directors, if any action taken is approved by at least a
majority of the required quorum for such meeting. A majority of the Directors
present at a meeting whether or not a quorum is present, may adjourn the
meeting to another time and place.
27. COMMITTEE MEETINGS. The principles set forth in Sections 21
through 26 of these Bylaws shall apply to committees of the Board of Directors
and to actions by such committees.
28. LOANS. Except as provided by Section 315 of the California
Corporations Code, the vote or written consent of the holders of a majority of
the shares of all classes, regardless of limitations on voting rights, other
than shares held by the benefitted Director, officer or shareholder, shall be
obtained before this corporation makes any loan of money or property to or
guarantees the obligation of:
(a) Any Director or officer of the corporation, any Director
or officer of any of its parents, or any Director or officer of any of its
subsidiary corporations, directly or indirectly.
(b) Any person upon the security of the shares of the
corporation or the shares of its parent, unless the loan or guaranty is
otherwise adequately secured.
OFFICERS
--------
29. TITLES AND RELATION TO BOARD OF DIRECTORS. The officers of the
corporation shall include a President, a Secretary and a Treasurer. The Board
of Directors may also choose a Chairman of the Board and one or more Vice
Presidents, Assistant Secretaries, Assistant Treasurers or other officers. Any
number of offices may be held by the same person and, unless otherwise
determined by the Board, the Chairman of the Board and President shall be the
same person. Ml officers shall perform their duties and exercise their powers
subject to the direction of the Board of Directors.
30. ELECTION, TERM OF OFFICE AND VACANCIES. At its regular meeting
after each annual meeting of shareholders, the Board of Directors shall choose
the officers of the corporation. No officer need be a member of the Board of
Directors except the Chairman of the Board. The officers shall hold office
until their successors are chosen, except that the Board of Directors may
remove any officer at any time. If an office becomes vacant for any reason, the
vacancy shall be filled by the Board.
31. RESIGNATION. Any officer may resign at any time upon written
notice to the corporation without prejudice to the rights, if any, of the
corporation under any contract to which the officer is a party. Such
resignation shall be effective when given unless the notice specifies a later
time. The resignation shall be effective regardless of whether it is accepted
by the corporation.
32. SALARIES. The Board of Directors shall fix the salaries of the
Chairman of the Board and President and may fix the salaries of other employees
of the corporation including the other officers. If the Board does not fix the
salaries of the other officers, the President shall fix such salaries.
33. CHAIRMAN OF THE BOARD. The Chairman of the Board, if there shall
be such an officer, shall, if present, preside at all meetings of the Board of
Directors, and exercise and perform such other powers and duties as may be from
time to time assigned to him by the Board of Directors or prescribed by the
Bylaws.
34. PRESIDENT (CHIEF EXECUTIVE OFFICER). Unless otherwise determined
by the Board of Directors, the President shall be the general manager and chief
executive officer of the corporation, shall preside at all meetings of the
Board of Directors and shareholders, shall be ex-officio a member of any
committees of the Board, shall effectuate orders and resolutions of the Board
of Directors and shall exercise such other powers and perform such other duties
as the Board of Directors shall prescribe.
35. VICE PRESIDENT. In the absence or disability of the President, the
Vice President (or if more than one, the Vice Presidents in order of their rank
as fixed by the Board of Directors, or if not so ranked, the Vice President
designated by the Board of Directors) or, if none, the Secretary or Treasurer,
shall perform all the duties of the President, and when so acting shall have
all the powers of, and be subject to all the restrictions upon, the President.
The Vice President or, if none, the Secretary or Treasurer, shall have such
other powers and perform such other duties as from time to time may be
prescribed for them respectively by the Board of Directors or the Bylaws.
36. SECRETARY. The Secretary shall have the following powers and
duties:
(a) Record of Corporate Proceedings. The Secretary shall
attend all meetings of the Board of Directors and its committees and shall
record all votes and the minutes of such meetings in a book to be kept for that
purpose at the principal executive office of the corporation or at such other
place as the Board of Directors may determine. The Secretary shall keep at the
corporation's principal executive office, if in California, or at its principal
business office in California, if the principal executive office is not in
California, the original or a copy of the Bylaws, as amended.
(b) Record of Shares. Unless a transfer agent is appointed by
the Board of Directors to keep a share register, the Secretary shall keep at
the principal executive office of the corporation a share register showing the
names of the shareholders and their addresses, the number and class of shares
held by each, the number and date of certificates issued, and the number and
date of cancellation of each certificate surrendered for cancellation.
(c) Notices. The Secretary shall give such notices as may be
required by law or these Bylaws.
(d) Additional Powers and Duties. The Secretary shall
exercise such other powers and perform such other duties as the Board of
Directors or President shall prescribe.
37. TREASURER (CHIEF FINANCIAL OFFICER). The Treasurer of the
corporation shall be its chief financial officer. Unless otherwise determined
by the Board of Directors, the Treasurer shall have custody of the corporate
funds and securities and shall keep adequate and correct accounts of the
corporation's properties and business transactions. The Treasurer shall
disburse such funds of the corporation as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements, shall render to the
President and Directors, at regular meetings of the Board of Directors or
whenever the Board may require, an account of all transactions and the
financial condition of the corporation and shall exercise such other powers and
perform such other duties as the Board of Directors or President shall
prescribe.
38. OTHER OFFICERS. The other officers (if any) of this corporation
shall perform such duties as may be assigned to them by the Board of Directors.
Shares
------
39. CERTIFICATES. A certificate or certificates for shares of the
capital stock of the corporation shall be issued to each shareholder when any
such shares are fully paid up. All such certificates shall be signed by the
Chairman of the Board, the President or a Vice President and the Secretary or
Assistant Secretary.
40. TRANSFERS OF Shares OF CAPITAL STOCK. Transfers of shares shall be
made only upon the transfer books of this corporation, kept at the office of
the
corporation or transfer agent designated to transfer such shares, and before a
new certificate is issued, the old certificate shall be surrendered for
cancellation.
41. REGISTERED SHAREHOLDERS. Registered shareholders only shall be
entitled to be treated by the corporation as the holders in fact of the shares
standing in their respective names and the corporation shall not be bound to
recognize any equitable or other claim to or interest in any share on the part
of any other person, whether or not it shall have express or other notice
thereof, except as expressly provided by the laws of California.
42. LOST OR DESTROYED CERTIFICATES. The corporation may cause a new
stock certificate to be issued in place of any certificate previously issued by
the corporation alleged to have been lost, stolen or destroyed. The corporation
may, at its discretion and as a condition precedent to such issuance, require
the owner of such certificate to deliver an affidavit stating that such
certificate was lost, stolen or destroyed, or to give the corporation a bond or
other security sufficient to indemnify it against any claim that may be made
against it, including any expense or liability, on account of the alleged loss,
theft or destruction or the issuance of a new certificate.
43. RECORD DATE AND CLOSING OF STOCK BOOKS. The Board of Directors may
fix a time, in the future, not more than sixty (60) nor less than ten (10) days
prior to the date of any meeting of shareholders, or not more than sixty (60)
days prior to the date fixed for the payment of any dividend or distribution,
or for the allotment of rights, or when any change or conversion or exchange of
shares shall go into effect, as a record date for the determination of the
shareholders entitled to notice of and to vote at any such meeting, or entitled
to receive any such dividend or distribution, or any such allotment of rights,
or to exercise the rights in respect to any such change, conversion, or
exchange of shares, and in such case except as provided by law, only
shareholders of record on the date so fixed shall be entitled to notice of and
to vote at such meeting or to receive such dividend, distribution, or allotment
of rights, or to exercise such rights, as the case may be, notwithstanding any
transfer of any shares on the books of the corporation after any record date
fixed as aforesaid. A determination of shareholders of record entitled to
notice of or to vote at a meeting of shareholders shall apply to any
adjournment of the meeting unless the Board of Directors fixes a new record
date. The Board of Directors shall fix a new record date if the adjourned
meeting takes place more than 45 days from the date set for the original
meeting.
44. TRANSFER AGENTS AND REGISTRARS. The Board of Directors may appoint
one or more transfer agents or transfer clerks, and one or more registrars, who
shall be appointed at such times and places as the requirements of the
corporation may necessitate and the Board of Directors may designate.
AMENDMENTS
----------
45. ADOPTION OF AMENDMENTS. New Bylaws may be adopted or these Bylaws
may be amended or repealed:
(a) At any annual meeting, or other meeting of the
shareholders called for that purpose by the vote of shareholders
holding more than fifty percent (50%) of the issued and outstanding
shares of the corporation; or
(b) Without a meeting, by written consent of shareholders
holding more than fifty percent (50%) of the issued and outstanding
shares of the corporation; or
(c) By a majority of the Directors of the corporation;
provided, however, that a greater vote of shareholders or Directors
shall be necessary if required by law or by the Articles of
Incorporation; and provided, further, that Section 14 (number of
Directors) and this Section 45 shall be amended or repealed only by
the vote or written consent of shareholders holding not less than a
majority of the issued and outstanding voting shares of the
corporation. Section 14 shall not be amended to reduce the number of
Directors below two if the votes cast against its adoption at a
meeting or the shares not consenting in the case of an action by
written consent are equal to more than sixteen and two-thirds percent
(16- 2/3%)of the outstanding shares entitled to vote.
46. RECORD OF AMENDMENTS. Whenever an amendment or new Bylaw is
adopted, it shall be copied in the Book of Bylaws with the original Bylaws, in
the appropriate place. If any Bylaws or Bylaw is repealed, the fact of repeal
with the date of the meeting at which the repeal was enacted or written assent
was filed shall be stated in said book.
CORPORATE SEAL
--------------
47. FORM OF SEAL. The corporation may adopt and use a corporate seal
but shall not be required to do so. If adopted and used, the corporate seal
shall be circular in form, and shall have inscribed thereon the name of the
corporation, the date of its incorporation and the word "California
MISCELLANEOUS
-------------
48. CHECKS DRAFTS, ETC. All checks, drafts, or other orders for
payment
of money, notes, or other evidences of indebtedness, issued in the name of or
payable to the corporation, shall be signed or endorsed by such person or
persons and in such manner as, from time to time shall be determined by
resolution of the Board of Directors.
49. CONTRACT, ETC., HOW EXECUTED. The Board of Directors, except as
otherwise provided in these Bylaws, may authorize any officer or officers, or
agent or agents, to enter into any contract or execute any instrument in the
name of and on behalf of the corporation, and such authority may be general or
confined to specific instances; and unless so authorized by the Board of
Directors, no officer, agent or employee shall have any power or authority to
bind the corporation by any contract or engagement or to pledge its credit or
to
render it liable for any purpose or for any amount.
50. REPRESENTATION OF Shares OF OTHER CORPORATIONS. The Chairman of
the Board, the President or any Vice President and the Secretary or Assistant
Secretary of this corporation are authorized to vote, represent, and exercise
on behalf of this corporation all rights incident to any and all shares of any
other corporation or corporations standing in the name of this corporation. The
authority herein granted to said officers to vote or represent on behalf of
this corporation any and all shares held by this corporation in any other
corporation or corporations may be exercised either by such officers in person
or by any other person authorized so to do by proxy or power of attorney duly
executed by said officers.
51. INSPECTION OF BYLAWS. The corporation shall keep in its principal
office for the transaction of business the original or a copy of these Bylaws
as amended or otherwise altered to date, certified by the Secretary, which
shall be open to inspection by the shareholders at all reasonable times during
office hours.
52. ANNUAL REPORT. The annual report to shareholders specified in Section 1501
of the California Corporations Code is dispensed with except as the Board of
Directors may otherwise determine, so long as there are less than 100 holders
of record of the corporation's shares. Any such annual report sent to
shareholders shall be sent at least 15 days prior to the next annual meeting of
shareholders.
53. CONSTRUCTION AND DEFINITIONS. Unless the context otherwise requires, the
general provisions, rules and construction, and definitions contained in the
California General Corporation Law shall govern the construction of these
Bylaws. Without limiting the generality of the foregoing, the masculine gender
includes the feminine and neuter, the singular number includes the plural and
the plural number includes the singular, and the term "person" includes a
corporation as well as a natural person.
SIGNATURES
----------
KNOW ALL MEN BY THESE PRESENTS:
That we, the undersigned, being the Directors of FIRSTELEVISION.COM, as of the
2nd day of February, 2000, hereby assent to the foregoing Bylaws and adopt the
same as the Bylaws of the said corporation.
IN WITNESS WHEREOF, we have hereunto subscribed our names the 2nd day of
February, 2000.
By: /s/ Agata Gotova
--------------------------
AGATA GOTOVA
[CAPTION]
Exhibit 4
SPECIMEN OF common stock CERTIFICATE
[________]NUMBER
Shares[________]
AUTHORIZED common stock; 100,000,000 Shares PAR VALUE $.001 NOT VALID UNLESS
COUNTERSIGNED BY TRANSFER AGENT INCORPORATED UNDER THE LAWS OF THE STATE OF
CALIFORNIA common stock CUSIP
THIS CERTIFIES THAT
Is the RECORD HOLDER OF Shares OF FBI Fresh Burgers International common stock
TRANSFERABLE ON THE BOOKS OF THE CORPORATION IN PERSON OR BY DULY AUTHORIZED
ATTORNEY UPON SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED.
THIS CERTIFICATE IS NOT VALID UNTIL COUNTERSIGNED BY THE TRANSFER AGENT AND
REGISTERED BY THE REGISTRAR.
Witness the facsimile seal of the Corporation and the facsimile signatures of
its duly authorized officers.
Dated:
[SEAL OF FBI Fresh Burgers International]
/s/ ARTEM GOTOV
----------------------
Artem Gotov, President
/s/ AGATA GOTOVA
-----------------------
Agata Gotova, Secretary
By: Richard M. Day
American Registrar and Transfer Company
Salt Lake City, UT 84107
This Certificate is not valid unless countersigned by the Transfer Agent.
NOTICE: Signature must be guaranteed by a firm which is a member of a
registered national stock exchange, or by a bank (other than a savings bank) ,
or a trust company.
The following abbreviation, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - ____Custodian____
TEN ENT - as tenants by the entireties
(Cust) (Minor) JT TEN - as joint tenants with right under Uniform Gifts to
Minors of survivorship and not as
Act
________________________ tenants in common
(State)
Additional abbreviation may also be used though not in above list.
FOR VALUE RECEIVED, _________hereby sell, assign and transfer unto PLEASE
INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE -
-------------------------------------- - ------------- ---------
---------------- ________________________________________________________
______ ___ _________ (Please print or typewrite name and address including
zip code of assignee)
________________________________________________________ ______ ___
_________ ________________________________________________________ ______
___ _________ ________________________________________________________
______ ___ _________ Shares of the capital stock represented by the within
Certificate, and do hereby irrevocably constitute and appoint
________________________________________________________ ______ ___ _________
Attorney to transfer the said stock on the books of the within-named
Corporation with full power of substitution in the premises.
Dated, ---------------------------------
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the Certificate, in every particular, without
alteration or enlargement, or any change whatever.
[CAPTION]
EXHIBIT 5.1 OPINION OF COUNSEL AND CONSENT
October 30, 2000
Board of Directors
FBI Fresh Burgers International
827 State Street, Suite 26
Santa Barbara, CA 93101
Re: FBI Fresh Burgers International
Gentlemen:
The undersigned is counsel for FBI Fresh Burgers International. I have been
requested to render an opinion on the tradeability of the 1,000,000 shares of
FBI proposed to be sold pursuant the FBI's Registration Statement on Form SB-2.
In rendering this opinion, I have reviewed FBI's Registration on Form SB-2,
company articles of incorporation and by laws and other corporate documents.
All representations made to me in FBI documents and by company officers and
directors are deemed to be accurate. It is my opinion that the shares to be
issued will be free trading shares. It is further my opinion that:
1. FBI is a corporation duly organized, validly existing and in good standing
and is qualified to do business in each jurisdiction in which such
qualification is required.
2. That the shares of Common stock to be issued by FBI have been reserved and
</R are> duly and properly approved by FBI's Board of Directors.
3. That the shares of stock, when and as issued, will be fully paid and non-
assessable, and will be a valid and binding obligation of the corporation.
4. That the shares of Common stock have not been but will be registered under
the Securities Act of 1933, as amended (the "Act"), and will be registered by
coordination with or exempt from the securities laws of the state jurisdictions
in which they will be sold.
I hereby consent to the use of this opinion in FBI's Registration Statement on
Form SB-2. Please feel free to contact the undersigned should you have any
further questions regarding this matter.
Very truly yours,
Kenneth G. Eade
KENNETH G. EADE
[CAPTION]
EXHIBIT 10. NOTICE OF PUBLICATION OF TRADEMARK
UNITED STATES DEPARTMENT OF COMMER
Patent and Trademark Office
Assistant Commissioner for Trademarks
2900 Crystal Drive
Arlington, Virginia 22202-3513
November 24, 2000
NOTICE OF PUBLICATION UNDER 12(a)
1. Serial No. 2. Mark:
---------- ----
78/007,326 FBI FRESH BURGERS INTERNATIONAL
3. International Classes: 39
4. Publication date: December 26, 2000
5. Applicant: FBI FRESH BURGERS INTERNATIONAL
The mark of the application identified appears to be entitled to registration.
The mark will, in accordance with Section 12(a) of the Trademark Act of 1946,
as amended, be published in the Official Gazette on the date indicated above
for the purpose of opposition by any person who believes he will be damaged by
the registration of the mark. If no opposition is filed within the time
specified by Section 13(a) of the statute or by rules 2.101 or 2.102 of the
Trademark Rules, the Commissioner of Patents and Trademarks may issue a notice
of allowance pursuant to section 13(b) of the statute.
Copies of the trademark portion of the Official Gazette containing the
publication of the mark may be obtained from:
The Superintendent of Documents
U.S. Government Printing Office
P.Ol Box 371954
Pittsburg, PA 15250-7954
Phone: (202) 512-1800
By direction of the Commissioner.
[CAPTION]
EXHIBIT 23.1CONSENT OF INDEPENDENT ACCOUNTANT
I hereby consent to the inclusion of my independent accountant's report dated
August 29, 2000 and the related statements of income, stockholder's equity, and
cash flows for the period ended June 30, 2000 in the Registration Statement on
Form SB-2, and any other references to me in the Registration Statement.
ROGER G. CASTRO
Roger G. Castro
Certified Public Accountant
Oxnard, California
October 30, 2000
[CAPTION]
EXHIBIT
SUBSCRIPTION AGREEMENT
FBI Fresh Burgers International
827 State Street, Suite 14
Santa Barbara, California 93101
Gentlemen:
The undersigned has read and understands the matters set forth in your
prospectus dated November 19, 2000. The undersigned represents as set forth
below and subscribes to purchase ________shares at $1.00 per Share, for
$_______________, subject to your acceptance of this subscription. There is
no minimum contingency and proceeds may be utilized at the issuer's discretion.
The undersigned, if an individual, is a resident of, or, if a corporation,
partnership or trust, has as its principal place of business:
The State of New York_____
The State of Florida_____
The District of Columbia_____Other State _____________
A State foreign to U.S.A._____
Dated:______________.
If not an individual:_________________________
Signature
__________________________________________________
Name of Corporation, Trust, Print or type name of
or Partnership Signer
__________________________________________________
State where incorporated,P.O. Box or Street Address
organized, or domiciled
__________________________________________________
Print Signer's Capacity, City, State and Zip Code
_________________________
Tax ID Number_________________________
Telefax and Phone Numbers
_________________________
Social Security
