As filed with the Securities and Exchange Commission October 24, 2000
File No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HARDWOOD DOORS MILLING & SPECIALITIES, INC.
(Exact name of registrant as specified in its charter)
Nevada 88-0343804
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
503 East Parowan Way
Draper, UT 84020
(801) 495-1327
(Address and telephone number of registrant's principal offices)
Paul V. Finlayson
President, Hardwood Doors & Milling Specialities, Inc.
503 East Parowan Way
Draper, UT 84020
(801) 495-1327
(Name, address and telephone number of agent for service)
Copies to:
Cletha A. Walstrand, Esq.
Lehman Walstrand & Associates
8 East Broadway, Suite 620
Salt Lake City, UT 84111-2204
(801) 532-7858
(801) 363-1715 fax
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the Registration Statement becomes
effective.
The securities being registered on the Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933.
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. [ ]
<PAGE>
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. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of each class Amount to be Proposed offering Proposed maximum Amount of
of securities to registered price per share aggregate offering registration
be registered price fee
<S> <C> <C> <C> <C>
Common Stock 100,000 shares $1.25 per share $125,000 $33.00
</TABLE>
The number of shares to be registered is estimated solely for
the purpose of calculating the registration fee. Registrant
hereby 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 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
2
<PAGE>
The information in this prospectus is not complete and may be
changed. We may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these
securities and is not soliciting an offer to buy these securities
in any state where the offer or sale is not permitted.
PROSPECTUS
Subject to completion October ____, 2000
$100,000 Minimum / $125,000 Maximum
HARDWOOD DOORS & MILLING SPECIALITIES, INC.
COMMON STOCK
This is Hardwood Doors' initial public offering. We are
offering a minimum of 80,000 shares and a maximum of 100,000
shares of common stock. The public offering price is $1.25 per
share.
Our shares do not currently trade on any public market but
we anticipate a market maker making application for trading on
the Over the Counter Electronic Bulletin Board shortly after the
effective date of this registration statement.
See "Risk Factors" beginning on page 2 for certain
information you should consider before you purchase the shares.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of the
securities or passed upon the accuracy or adequacy of this
prospectus. Any representation to the contrary is a criminal
offense.
The shares are offered on a "minimum/maximum, best efforts"
basis directly through our officers and directors. No commission
or other compensation related to the sale of the shares will be
paid to any of our officers or directors. The proceeds of the
offering will be placed and held in an escrow account at Brighton
Bank, 311 South State Street, Salt Lake City, UT 84111, until we
receive a minimum of $100,000 as proceeds from sale of our
shares. If we have not received the minimum offering amount
within 90 days from the date of this prospectus, unless extended
by us for up to an additional 30 days, your investment will be
promptly returned to you without interest and without any
deductions. We may terminate this offering prior to the
expiration date.
Price to Public Commissions Proceeds to Company
Per Share $1.25 $-0- $1.25
Minimum $100,000 $-0- $100,000
Maximum $125,000 $-0- $125,000
The date of this Prospectus is -------------, 2000.
1
<PAGE>
PROSPECTUS SUMMARY
The Company
We were formed as a Nevada corporation on December 18, 1994,
originally under the name of American Outdoorsman to manage
sporting goods stores. We were unsuccessful in commencing any
business operations. On May 24, 2000, we changed our name to
Hardwood Doors & Milling Specialities, Inc. with the intent to
focus on marketing and distributing hardwood interior and
exterior doors and accessories via the internet. We have not yet
commenced operations. We need the proceeds from this offering
before we can begin our intended operations. After paying our
outstanding loans, we intend to seek the expertise of e-commerce
consultants and purchase the type of computer equipment and
software that will fully develop our web site. Second, we intend
to incorporate the appropriate controls that will maintain
privacy, security and access to our web site. Third, we intend
to fund several promotional campaigns in order to advertise our
products and initiate sales. Our objective is to increase our
customer base through the use of the internet and identify new
markets in which to sell our products.
Our principal executive offices are located at 503 East
Parowan Way, Draper, Utah 84020. Our telephone number is (801)
495-1327.
The Offering
Common Stock Offered by Us 80,000 shares minimum
100,000 shares maximum
Common Stock to be 3,080,000 shares minimum
Outstanding 3,100,000 shares maximum
After the Offering
Use of Proceeds Proceeds from this offering will be
used (1) to payoff our outstanding
debt and to develop our web site
through the use of e-commerce
consultants, computer equipment and
software; (2) to incorporate the
appropriate controls that will
maintain privacy, security and
access to our web site; and (3) to
advertise our products and initiate
sales by funding various promotions
and other marketing campaigns.
RISK FACTORS
Because we are a new business, investment in our company is
risky. We have no operating history so it will be difficult for
you to evaluate an investment in our stock. We have limited
experience and no history of operations, especially with respect
to marketing and selling any products. We have had no revenues
and we cannot assure that we will be profitable. As a young
company, we are especially vulnerable to the problems, delays,
expenses and difficulties encountered by any company in the
development stage.
If we do not raise money through this offering, it is
unlikely we can continue operations. We have extremely limited
assets and need the proceeds from this offering to commence our
business, establish an internet presence, identify new markets
and sell our products. If we cannot raise at least the minimum
offering amount, we will have to seek other sources of financing
or we will be severely limited
2
<PAGE>
in implementing our plan of operation. There is no assurance
that additional sources of financing will be available at all or
at a reasonable cost.
We have limited experience in sales and marketing which may
affect our ability to generate orders. We have no experience in
sales, marketing, or distribution. Our current plan is to employ
internet marketing efforts to sell our products. We cannot
assure you that we will be able to establish sales and
distribution capabilities or that we will be able to enter into
agreements with established companies to obtain products.
We do not own any manufacturing facilities and depend on
third parties to supply us with the products we sell. We do not
own any manufacturing facilities or equipment and do not employ
any manufacturing personnel. We use third parties to manufacture
products which we then sell. For custom orders, we cannot assure
you that we will be able to obtain contract manufacturing
services on reasonable terms.
We cannot assure the completion of the "minimum-maximum,
best efforts" offering. The shares are being offered on a
"minimum-maximum, best efforts" only basis and no individual or
firm is committed to purchase or take down any of the shares.
There is no assurance that we will sell any portion of the
shares. In the event that at least $100,000 has not been
received within 90 days of the date of this prospectus, which
time period may be extended for up to an additional 30 days in
our discretion, funds will be promptly returned to investors
without interest and without deducting expenses of this offering.
As such, you could invest money for as long as 120 days and have
your investment returned without interest. Anytime after the
minimum amount is received prior to termination of the offering,
the escrowed funds will be transmitted to us and shares will then
be issued and no refunds will be made to you.
We arbitrarily determined our offering price. The offering
price of the shares was arbitrarily determined by our management.
The offering price bears no relationship to our assets, book
value, net worth or other economic or recognized criteria of
value. In no event should the offering price be regarded as an
indicator of any future market price of our securities. In
determining the offering price, we considered such factors as the
prospects for our products, our management's previous experience,
our historical and anticipated results of operations and our
present financial resources.
FORWARD-LOOKING STATEMENTS
You should carefully consider the risk factors set forth
above, as well as the other information contained in this
prospectus. This prospectus contains forward-looking statements
regarding events, conditions, and financial trends that may
affect our plan of operation, business strategy, operating
results, and financial position. You are cautioned that any
forward-looking statements are not guarantees of future
performance and are subject to risks and uncertainties. Actual
results may differ materially from those included within the
forward-looking statements as a result of various factors.
Cautionary statements in this "Risk Factors" section and
elsewhere in this prospectus identify important risks and
uncertainties affecting our future, which could cause actual
results to differ materially from the forward-looking statements
made in this prospectus.
DILUTION AND COMPARATIVE DATA
As of June 30, 2000, we had an unaudited net tangible book
value (total tangible assets less total liabilities) of
$(30,224), or a net tangible book value per share of
approximately $(0.010). The following table shows the dilution
to your equity interest without taking into account any changes
in our net tangible book value after June 30, 2000, except the
sale of the minimum and maximum number of shares offered.
3
<PAGE>
Initial public offering price per share $ 1.25
Net tangible book value before the offering $ (0.01)
Increase attributable to new investors if minimum offering $ 0.00855
Pro forma net tangible book value after the minimum offering $ 0.00145
Dilution per share to new investors if minimum offering $ 1.2486
Initial public offering price per share $ 1.25
Net tangible book value before the offering $ (0.01)
Increase attributable to new investors if maximum offering $ 0.0125
Pro forma net tangible book value after the maximum offering $ 0.0225
Dilution per share to new investors if maximum offering $ 1.2275
The initial public offering price per share is before
deducting estimated offering expenses.
The following table summarizes the comparative ownership and
capital contributions of existing common stock shareholders and
investors in this offering as of June 30, 2000:
Shares Owned Total Consideration Average Price
Number % Amount $
Per Share
Present Shareholders 100% $ 3,000 $0.001
Minimum Offering 3,000,000 97.41%
Maximum Offering 3,000,000 96.78%
New Investors
Minimum Offering 80,000 2.59% $ 100,000 $1.25
Maximum Offering 100,000 3.22% $ 125,000 $1.25
The numbers used for present shareholders assumes that none
of the present shareholders purchase additional shares in this
offering.
USE OF PROCEEDS
The net proceeds to be realized by us from this offering,
after deducting estimated offering related expenses of
approximately $25,000 is $75,000 if the minimum number of shares
is sold and $100,000 if the maximum number of shares is sold.
The table below sets forth our best estimate of the use of
proceeds from the sale of the minimum and maximum amount of
shares offered. Since the dollar amounts shown in the table are
estimates only, actual use of proceeds may vary from the
estimates shown.
Description Assuming Sale of Assuming Sale of
Minimum Offering Maximum Offering
Total Proceeds $100,000 $125,000
Less Estimated Offering Expenses 25,000 25,000
Net Proceeds Available $ 75,000 $100,000
4
<PAGE>
Use of Net Proceeds
payoff existing notes 21,250 21,250
e-commerce consultants 6,000 7,500
web-site development 17,000 21,500
computer equipment and software 5,500 7,500
advertising, promotions and marketing 15,000 20,000
web-site privacy, security and access controls 3,500 4,500
business interruption insurance 1,000 1,000
general operating expenses 2,000 2,000
Working Capital 3,750 13,750
TOTAL NET PROCEEDS $75,000 $100,000
We may use working capital reserve for general corporate
purposes to operate, manage and maintain the proposed operations
including wages and salaries, professional fees, expenses and
other administrative costs.
Pending expenditures of the proceeds of this offering, we
may make temporary investments in short-term, investment grade,
interest-bearing securities, money market accounts, insured
certificates of deposit and/or in insured banking accounts.
DETERMINATION OF OFFERING PRICE
The offering price of the shares was arbitrarily determined
by our management. The offering price bears no relationship to
our assets, book value, net worth or other economic or recognized
criteria of value. In no event should the offering price be
regarded as an indicator of any future market price of our
securities. In determining the offering price, we considered
such factors as the prospects for our products, our management's
previous experience, our historical and anticipated results of
operations and our present financial resources.
CAPITALIZATION
The table below shows our capitalization as of June 30,
2000, as adjusted for the proceeds of the offering. This table
should be read in conjunction with the financial statement of the
company and the notes thereto.
Stockholders' equity: As adjusted for the As adjusted for the
minimum offering maximum offering
Preferred stock, $0.01 par value,
authorized 10,000,000 shares;
no shares issued or outstanding --- ---
Common stock, $0.001 par value,
authorized 60,000,000 Shares;
3,000,000 shares issued and
outstanding 3,080 3,100
Additional paid-in capital 74,920 99,900
Accumulated deficit (33,224) (33,224)
Total Stockholders equity (deficit) $ 44,776 $ 69,776
5
<PAGE>
DESCRIPTION OF BUSINESS
General
We were formed on December 18, 1994 as a Nevada corporation
under the name of American Outdoorsman. We were not successful
in developing our original plan and on May 24, 2000, we changed
our name to Hardwood Doors & Milling Specialities, Inc. Our
current intent is to focus on the business of marketing and
distributing hardwood interior and exterior doors and accessories
via the internet. Our objective is to increase our customer base
through the use of the internet and identify new markets in which
to sell our products.
The industry and competition
There are two types of producers in the hardwood door
industry. The first type of producer is comprised of large
commercial manufacturers that focus on producing a limited number
of "model" doors on a large scale, which appeal to most of the
mainstream population. Because they deal in high volume, these
manufacturers are able to produce their doors at a relatively
inexpensive cost. Their doors are usually distributed to large
chains, home improvement outlets and builders that are interested
in a uniform look. Three of the large-scale manufacturers, that
we will be competing with, are Southwest Door Company, Spanish
Pueblo Doors and Cubco Inc. Although they offer the general
public a good quality door, the availability of the product is
somewhat limited and many times the delivery date can be up to
three to four months after the order.
The second type of producer is comprised of family owned, self-
maintained manufacturers that focus on providing a larger
selection of custom-built doors on a smaller scale. These doors
normally appeal to a smaller sector of the population willing to
pay extra for a made-to-order product. These manufacturers count
on local outlets and contractors to purchase the majority of
their doors and rely on word-of-mouth referrals as their main
form of marketing. Although they offer a custom, higher quality
door, the smaller local producers often are not able to keep up
with public demand.
We anticipate that we can fill a niche in the market that is
currently ignored by both of these producers, which is providing
a wider variety of high quality doors at reasonable prices. Our
business strategy is to direct our internet-based marketing and
distributing concept at public, retail and wholesale levels.
Initially, we will offer a limited number of high-quality, custom-
built doors, and then gradually expand our product selection as
we grow. We have already secured an exclusive contract with
Cascade Door Company. We anticipate that if there is sustained
growth in the construction industry, as well as the hardwood door
business, we will acquire additional contracts and expand our
market to include contractors, builders, developers, retailers,
wholesalers and the general public.
In seeking suitable opportunities, we will be competing with
a number of other companies, including large chain hardware
retail outlets, home improvement centers, and other independent
contractors with greater financial resources and, in some cases,
with financial resources to engage in e-commerce, personnel and
facilities substantially greater than ours. Since our business
will be internet-based, we may not be able to meet many customer
needs that could be more readily met by our competitors, such as
the ability to obtain a visual comparison of design and quality
and person-to-person customer service. Customers shopping in a
competitor's surroundings may be more susceptible to a
salesperson's sales-pitch or may be led to believe that a real
store versus the internet could deal more effectively with issues
involving exchanges, returns, installation and delivery. There
can be no assurance that customers will purchase from us rather
than from our competitors, or that we can compete effectively
with these larger entities.
6
<PAGE>
Our business
We will be functioning solely as a middleman between the
customer and supplier. The customer will place the order with us
via the internet. We will order the product from a manufacturer
or other supplier and the supplier will ship the product directly
to the customer. We will carry no inventory and have no
warehouse space. Our business will be dependant on the ability
of manufacturers, suppliers and freight industries to fill our
customers' orders properly and to ship them in a timely manner.
The amount of control that we will have on orders and
shipments will be limited. There can be no assurance that the
right product will be shipped or that it will arrive in the
condition and/or time frame expected. If dissatisfied, the
customer will be responsible for the return, and possible
additional freight costs, of the product to the supplier. The
success of our business depends on the performance of these third
party suppliers, which we cannot guarantee.
Our profit margin will be directly impacted by the costs
involved in the purchase and shipment of our products. The types
of suppliers and distributors that we will depend on will be
domestic and international industries, including manufacturers,
suppliers, importers, airlines, ocean liners, railroads and
trucking companies. Our success will be indirectly affected by
the various factors that influence these other industries.
Our largest source of operating income will be from the sale
of finished hardwood doors to contractors, builders, developers,
retail outlets and the general public. The level of our revenues
and earnings are directly affected by the price at which we can
purchase these products from manufacturers and other suppliers
for resale. Past fluctuations in the price of materials and
supplies used in the construction and remodeling industries, as
well as the do-it-yourself public market have been unstable and
it is likely that they will continue to fluctuate in the future.
The timely distribution of our products will be dependent on the
freight and transportation sectors.
Our marketing and advertising plan
Our marketing concept is to generate interest in, and
awareness of, our company and our web-site by embarking on a
multi-faceted advertising campaign. We expect that one of our
best marketing tools will be a well-developed presence on the
World Wide Web. First, in order to inspire name recognition, we
intend to acquire a domain name that should become synonymous
with our company's products and services. Second, in order to
help lay the foundation for a user friendly web-site, we intend
to select a web hosting service that will help us design, create
and publish our web-site. Third, in order to create a polished
and unique look, as well as to motivate sales, we intend to
integrate various forms of multimedia, including text, graphics,
still photos, video, animation and sound.
We intend to advertise in the media, including newspapers,
trade journals, home-improvement magazines, radio 'spots' and
flyer distributions. We also intend to promote our company via
the internet through site registration, internet advertising and
link exchange services. In order to retain our customers'
continued interest, and obtain new clients, we intend to publish
a message board on our web-site for people to post their
technical questions, tips and observations, and we will monitor
and answer questions. We also intend to establish an e-mail
customer list, or listserve, in which customers can subscribe to
ask us questions, get advice, and obtain copies of newsletters
and advertisements.
We expect our initial revenues will be derived from the use
of a merchant banking system which will allow us to process
online purchases through the use of credit cards. Because of
well-founded concerns that customers may have concerning virus
hazards, spamming and hardmailing, we intend to incorporate all
appropriate controls to protect access to and from our web-site.
How this will affect our
7
<PAGE>
marketing is that we intend to advertise the controls we
institute in order to foster customer confidence in our business.
It is our opinion that if we advertise a secure web-site, it will
be utilized more by the public and other companies. We also
intend to advertise a policy that we will not to sell our
customer lists or provide customer information to any other web-
site, catalog, information site or other company, as do many of
our competitors.
The servers that host web sites are usually backed-up by
remote servers, but we cannot be certain that the back-up servers
will not fail or cause interruptions affecting access to our web-
site. Our web-site could also be affected by computer viruses,
electronic break-ins or other similar disruptions. Our customers
will be depending on internet and other online service providers
to access our web-site. Our business may be adversely affected
if any significant outages, delays or other difficulties occur
due to system failures unrelated to our website. Internal system
failures, including software or hardware failure could cause an
interruption in our service resulting in reduced visits to our
web site or causing a reduction in our responsiveness, and
therefore causing a potential loss of business and revenue.
Further, our web-site may be vulnerable to damage or interruption
from fire, flood, power loss, telecommunications failure, break-
ins, earthquake and other similar events.
The effect of possible governmental regulation
The internet industry and business via e-commerce is ripe
for a variety of federal, state and local government regulations,
including the possibility of imposing postage on e-mail messages.
Many states have considered regulating the internet industry and
taxing sales made within their jurisdiction. The explosive
growth of electronic commerce may prompt more stringent consumer
protection laws that may impose additional burdens on our
business. The regulation of domain names may also be subject to
change. If our business and/or customers incur additional and
significant taxes and other costs associated with compliance in
the near future, this could decrease the demand for our service
or increase our cost of doing business.
Employees
Our president, chief executive officer and sole director,
Mr. Paul V. Finlayson, is our only employee and will initially
work part-time. If our business operations are successful, it is
foreseeable that Mr. Finlayson will work full-time for our
company. We intend to hire other part-time and full-time
employees in the future if our business becomes profitable.
Our success will be largely dependent upon the efforts and
active participation of Mr. Paul Finlayson. The loss of his
services may adversely affect our business operations. Mr.
Finlayson does have other interests and it is uncertain whether
these would affect the amount of time spent operating our
business or give rise to a conflict of interest. We do not have
key man insurance in place for any personnel and do not
anticipate purchasing key man insurance until such time as
revenues from operations allow.
Facilities
We currently maintain limited office space, provided by Mr.
Paul V. Finlayson, for which we pay no rent. The address is 503
East Parowan Way, Draper, Utah 84020. The space provided meets
the current needs of the Company. Should we expand, additional
space may be needed.
8
<PAGE>
Legal proceedings
Our company is not a party in to any bankruptcy,
receivorship or other legal proceeding, and to the best of our
knowledge, no such proceedings by or against Hardwood Doors have
been threatened.
PLAN OF OPERATION
Since our formation we have had no revenues or earnings. We
are a start-up company and totally depend on the proceeds of this
offering in order to payoff our outstanding debt and begin
operating our business. We have a contract with Cascade Door
Company that enables us to begin business operations once our web
site is on the internet. Once the web site is established, we
will begin advertising and marketing efforts to bring customers
to our web site.
As of June 30, 2000, we have $1,407 in cash and current
liabilities of $31,631. Our current liabilities consist of
$7,500 in accounts payable, $2,881 in accrued liabilities and
$21,250 in notes payable.
If we raise the maximum amount of this offering, after
paying the outstanding notes payable, we will be able to obtain
the type of consultants, equipment and advertising that will
allow us to commence our operations. We will obtain the
expertise of e-commerce consultants and purchase the type of
computer equipment and software that is required to develop our
web site. We will also incorporate the appropriate controls that
will maintain privacy, security and access to our web site. And,
we will fund several promotional campaigns in order to advertise
our products and initiate sales. We anticipate that the maximum
should satisfy our cash needs for the next twelve months while
allowing our business to generate income.
If we raise the minimum amount in this offering, we will
proceed as planned but will have to scale back on e-commerce
consultant advise, computer equipment and advertising. We
believe we will still be able to create a satisfactory web-site
but it may not be as developed or protected as we originally
intended. We anticipate that the minimum would satisfy our cash
needs for the next twelve months.
MANAGEMENT
Our business will be managed by our sole officer and
director, Mr. Paul V. Finlayson.
Name Age Position Since
Paul V. Finlayson 29 President, CEO and Director November 1998
Biography
The following is a brief biography of Mr. Paul V. Finlayson.
Mr. Finlayson has been in the management, marketing, finance
and communications fields for over five years. He graduated from
Brigham Young University in 1996, and received a post-graduate
certificate in 1997. Throughout his academic career, from 1992
to 1997, Mr. Finlayson worked for Nu-Skin in management and
customer relations. From 1997 to 1998 he was the Corporate
Communications Manager for General Economic Consulting, Inc.
From 1998 to the present he has been the General & Operations
Manager for Wild Wings Hunting & Sporting Clays Club, Inc. Since
November, 1998, Mr. Finlayson has acted as the president, chief
executive officer and director for Hardwood Doors.
9
<PAGE>
COMPENSATION
Mr. Paul V. Finlayson has received a salary for acting as
the company's president since November, 1998. No other director
or officer has received any compensation nor are there any
employment agreements in place.
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compenstaion
Name/ Annual Salary Other
Principal Position Compensation ($) Bonus
($) ($)
1998
Paul V. Finlayson $500 $500 -0-
President
1999
Paul V. Finlayson $12,000 $12,000 -0-
President
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Our policy is stated in Article X of our articles of
incorporation. A contract or transaction either between our
company and a director, or between a director and another company
in which he is financially interested is not necessarily void or
voidable if the relationship or interest is disclosed or known to
the board of directors and the stockholders are entitled to vote
on the issue, or if it is fair and reasonable to our company. At
the present time, we have no such contract or transaction.
PRINCIPAL STOCKHOLDERS
The table below shows the beneficial ownership of our stock
as of the date of this prospectus, and as adjusted to reflect the
sale of 80,000 should we sell minimum number of shares and to
reflect the sale of 100,000 should we sell the maximum number of
shares.
The table includes:
* each person known to us to be the beneficial owner of more
than five percent of the outstanding shares
* each director and named executive officer of Hardwood Doors
10
<PAGE>
Name & Address # of Shares % Before % After Offering
Beneficially Offering Minimum Maximum
Owned
Paul V. Finlayson 2,000,000 67% 64.62% 64.52%
503 East Parawan Way
Draper, Utah 84020
Batemen Dynasty LC 1,000,000 33% 32.79% 32.26%
55 West 200 North
Provo, Utah 84601
Total: officer and 2,000,000 67% 64.62% 64.52%
directors (1 person)
Mr. Finlayson is our only director and officer.
DESCRIPTION OF THE SECURITIES
Common Stock
We are authorized to issue up to 50,000,000 shares of common
stock. As of the date of this prospectus, there are 3,000,000
shares of common stock issued and outstanding.
The holders of common stock are entitled to one vote per
share on each matter submitted to a vote of stockholders. In the
event of liquidation, holders of common stock are entitled to
share ratably in the distribution of assets remaining after
payment of liabilities, if any. Holders of common stock have no
cumulative voting rights and the holders of a majority of the
outstanding shares have the ability to elect all of the
directors. Holders of common stock have no preemptive or other
rights to subscribe for shares. Holders of common stock are
entitled to such dividends as may be declared by the board of
directors out of funds legally available for dividends. The
outstanding common stock is, and the common stock to be
outstanding upon completion of this offering will be, validly
issued, fully paid and non-assessable.
We anticipate that we will retain all of our future
earnings, if any, for use in the operation and expansion of our
business. We do not anticipate paying any cash dividends on our
common stock in the foreseeable future.
Preferred Stock
We are authorized to issue up to 10,000,000 shares of
preferred stock. As of the date of this prospectus, there are no
shares of preferred stock issued and outstanding.
Our preferred stock may be issued from time to time in one
or more series, with such distinctive serial designations as may
be stated by our board of directors. Our board of directors is
expressly authorized to fix:
* Voting rights
* The consideration to be paid for the shares;
* The number of shares constituting each series;
* Whether the shares are subject to redemption and the terms
of redemption;
11
<PAGE>
* The rate of dividends, if any, and the preferences and whether
such dividends shall be cumulative or noncumulative;
* The rights of preferred stockholders regarding liquidation,
merger, consolidation, distribution or sale of assets,
dissolution or winding up of Hardwood Doors; and
* The rights of preferred stockholders regarding conversion
or exchange of shares for another class of our shares.
Stock Option Plan
We have reserved 1,000,000 shares of common stock for
issuance to key employees, officers, directors and consultants
upon the exercise of options granted under our 2000 Stock Option
Plan. To date, no options have been granted.
Transfer Agent
Interwest Transfer Company, Inc., 1981 East 4800 South, Salt
Lake City, Utah 84124, is our transfer agent.
SHARES AVAILABLE FOR FUTURE SALE
As of the date of this prospectus, there are 3,000,000
shares of our stock issued and outstanding. Upon the
effectiveness of this registration statement, 80,000 shares of
stock will be freely tradeable if the minimum number of shares
are sold and 100,000 shares of stock will be freely tradeable if
the maximum number of shares are sold. The remaining 3,000,000
shares of stock will be subject to the resale provisions of Rule
144. Sales of shares of stock in the public markets may have an
adverse effect on prevailing market prices for the common stock.
Rule 144 governs resale of "restricted securities" for the
account of any person (other than an issuer), and restricted and
unrestricted securities for the account of an "affiliate of the
issuer. Restricted securities generally include any securities
acquired directly or indirectly from an issuer or its affiliates
which were not issued or sold in connection with a public
offering registered under the Securities Act. An affiliate of
the issuer is any person who directly or indirectly controls, is
controlled by, or is under common control with the issuer.
Affiliates of the company may include its directors, executive
officers, and person directly or indirectly owning 10% or more of
the outstanding stock. Under Rule 144 unregistered resales of
restricted stock cannot be made until it has been held for one
year from the later of its acquisition from the company or an
affiliate of the company. After one year shares of stock may be
resold without registration subject to Rule 144's volume
limitation, aggregation, broker transaction, notice filing
requirements, and requirements concerning publicly available
information about the company. Resales by the company's
affiliates of restricted and unrestricted stock are subject to
the applicable requirements. The volume limitations provide that
a person (or persons who must aggregate their sales) cannot,
within any three-month period, sell more that the greater of one
percent of the then outstanding shares, or the average weekly
reported trading volume during the four calendar weeks preceding
each such sale. A non-affiliate may resell restricted stock
which has been held for two years free of the applicable
requirements.
MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS
Currently, there is no public trading market for our stock
and there can be no assurance that any market will develop. If a
market develops for our stock, it will likely be limited,
sporadic and highly volatile.
12
<PAGE>
Presently, we are privately owned and this is our initial
public offering. Most initial public offerings are underwritten
by a registered broker-dealer firm or an underwriting group.
These underwriters generally will act as market makers in the
stock of a company they underwrite to help insure a public market
for the stock. This offering is being sold by our officers and
directors. We have no commitment from any brokers to sell shares
in this offering. As a result, we will not have the typical
broker public market interest normally generated with an initial
public offering. Lack of a market for shares of our stock could
adversely affect a shareholder in the event a shareholder desires
to sell his shares. The company does anticipate a market maker
filing for listing on the Over the Counter Bulletin Board should
the offering succeed.
If this offering is not taken into account, 100% of our
outstanding shares are restricted securities under Rule 144,
which means that they are subject to restrictions on resale in
the public market. If the maximum is sold in this offering,
about 65% of the number of outstanding shares are restricted
securities under Rule 144. Future sale of the restricted stock
after these restrictions lapse or are satisfied, could have a
depressive effect on the price of the stock in any public market
that develops and the liquidity of your investment.
Public trading of the common stock is covered by Rule 15c2-6
of the Securities Exchange Act of 1934, which imposes certain
sales practice requirements on broker-dealers who sell certain
designated securities to persons other than established customers
and certain categories of investors. For transactions covered by
the rule, the broker-dealer must make a suitability determination
for the purchaser and receive the purchaser's written agreement
to the transaction prior to sale. Under certain circumstances,
the purchaser may enjoy the right to rescind the transaction
within a certain period of time. Consequently, so long as the
common stock is a designated security under the rule, the ability
of broker-dealers to effect certain trades may be affected
adversely, thereby impeding the development of a meaningful
market in the stock.
PLAN OF DISTRIBUTION
Mr. Paul V. Finlayson, the sole officer and director of the
company will sell our shares on a "best efforts" basis. We have
appointed Brighton Bank, 311 South State Street, Salt Lake City,
Utah 84111 as the escrow agent who will hold proceeds from the
sale of shares until the minimum $100,000 has been received. If
we have not received $100,000 within 90 days from the date of
this prospectus, unless extended by us for up to an additional 30
days, your funds will be promptly returned without interest and
without any deductions. In order to buy our shares, you must
complete and execute the subscription and make payment of the
purchase price either in cash or by check payable to the order of
Hardwood Doors & Milling Specialities, Inc.
Solicitation for purchase of our shares will be made only by
means of this prospectus and communications with officers and
directors of Hardwood Doors who are employed to perform
substantial duties unrelated to the offering, who will not
receive any commission or compensation for their efforts, and who
are not associated with a broker or dealer.
LEGAL MATTERS
The legality of the issuance of our shares offered in this
prospectus and certain other matters will be passed upon for
Hardwood Doors by Lehman Walstrand & Associates, Salt Lake City,
Utah.
13
<PAGE>
EXPERTS
The financial statements of Hardwood Doors as of December
31, 1999 (audited) and June 30, 2000 (unaudited), appearing in
this Prospectus and Registration Statement have been prepared by
Pritchett, Siler & Hardy, P.C., as set forth in their report
appearing elsewhere herein, and are included in reliance upon
such report given upon the authority of said firm as experts in
accounting and auditing.
ADDITIONAL INFORMATION
We have filed a Registration Statement on Form SB-2 under
the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the shares being offered. This prospectus does
not contain all of the information, exhibits and schedules
contained in the Registration Statement. For further information
with respect to Hardwood Doors and the shares being offered,
reference is made to the Registration Statement with the exhibits
and schedules. Statements contained in this prospectus as to the
contents of any contract or any other document referred to are
not necessarily complete, and you should look at these documents
filed as an exhibit to the Registration Statement, each such
statement being qualified in all respects by such reference. A
copy of the Registration Statement, and the exhibits and
schedules, may be inspected without charge at the public
reference facilities maintained by the Securities and Exchange
Commission in Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549, and at the regional offices of the Commission located at
Seven World Trade Center, New York, New York 10048 and Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661, and copies of all or any part of the Registration
Statement may be obtained from the Commission upon payment of a
prescribed fee. This information is also available from the
Commission's Internet web site, http://www.sec.gov.
14
<PAGE>
HARDWOOD DOORS & MILLING SPECIALITIES, INC.
(Formerly Known As American Outdoorsman, Inc.)
[A Development Stage Company]
CONTENTS
PAGE
- Independent Auditors' Report 16
- Balance Sheet, December 31, 1999 17
- Statements of Operations, for the years ended
December 31, 1999 and 1998 and for the
period from inception on December 30, 1994
through December 31, 1999 18
- Statement of Stockholders' Equity (Deficit),
from inception on December 30, 1994 through
December 31, 1999 19
- Statements of Cash Flows, for the years ended
December 31, 1999 and 1998 and for the
period from inception on December 30, 1994
through December 31, 1999 20
- Notes to Financial Statements 22
- Unaudited Condensed Balance Sheets, June 30, 2000
and December 31, 1999 27
- Unaudited Condensed Statements of Operations, for the
three and six months ended June 30, 2000 and 1999 and
for the period from inception on December 30, 1994
through June 30, 2000 28
- Unaudited Condensed Statements of Cash Flows, for the
six months ended June 30, 2000 and 1999 and for
the period from inception on December 30, 1994 through
June 30, 2000 29
- Notes to Unaudited Condensed Financial Statements 30
15
<PAGE>
INDEPENDENT AUDITORS' REPORT
Board of Directors
HARDWOOD DOORS & MILLING SPECIALITIES, INC.
(Formerly Known As American Outdoorsman, Inc.)
Provo, Utah
We have audited the accompanying balance sheet of Hardwood Doors
& Milling Specialities, Inc. (formerly known as American
Outdoorsman, Inc.) [a development stage company] at December 31,
1999, and the related statements of operations, stockholders'
equity (deficit) and cash flows for the years ended December 31,
1999 and 1998. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinions.
In our opinion, the financial statements audited by us present
fairly, in all material respects, the financial position of
Hardwood Doors & Milling Specialities, Inc. (formerly known as
American Outdoorsman, Inc.) as of December 31, 1999, and the
results of its operations and its cash flows for the years ended
December 31, 1999 and 1998, in conformity with generally accepted
accounting principles.
The financial statements referred to above have been prepared
assuming the Company will continue as a going concern. As
discussed in Note 10 to the financial statements, the Company has
incurred losses since its inception, has current liabilities in
excess of current assets, and has not yet established profitable
operations, raising substantial doubt about the Company's ability
to continue as a going concern. Management's plans in regards to
these matters are also described in Note 10. The financial
statements do not include any adjustments that might result from
the outcome of these uncertainties.
/s/ Pritchett, Siler & Hardy, P.C.
July 12, 2000
Salt Lake City, Utah
16
<PAGE>
HARDWOOD DOORS & MILLING SPECIALITIES, INC.
(Formerly Known As American Outdoorsman, Inc.)
[A Development Stage Company]
BALANCE SHEET
ASSETS
December 31,
1999
___________
CURRENT ASSETS:
Cash $ 99
___________
Total Current Assets $ 99
___________
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable $ 500
Accrued liabilities 2,838
Notes payable 10,750
___________
Total Current Liabilities $ 14,088
___________
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock, $.001 par value,
10,000,000 shares authorized, no
shares issued and outstanding -
Common stock, $.001 par value,
50,000,000 shares authorized,
3,000,000 issued and outstanding 3,000
(Deficit) accumulated during the
development stage (16,989)
___________
Total Stockholders' Equity (Deficit) (13,989)
___________
$ 99
____________
The accompanying notes are an integral part of this financial
statement.
17
<PAGE>
HARDWOOD DOORS & MILLING SPECIALITIES, INC.
(Formerly Known As American Outdoorsman, Inc.)
[A Development Stage Company]
STATEMENTS OF OPERATIONS
For the From Inception
Years Ended on December 30,
December 31, 1994 Through
_________________ December 31,
1999 1998 1999
_________________________________
REVENUE $ - $ - $ -
COST OF GOODS SOLD - - -
_________________________________
GROSS PROFIT - - -
_________________________________
EXPENSES:
Selling and general and administrative - - -
_________________________________
(LOSS) FROM OPERATIONS - - -
OTHER EXPENSES:
Interest Expense - - -
________________________________
Total Other Expenses - - -
________________________________
(LOSS) BEFORE INCOME TAXES - - -
CURRENT TAX EXPENSE - - -
DEFERRED TAX EXPENSE - - -
________________________________
LOSS FROM CONTINUING OPERATIONS - - -
DISCONTINUED OPERATIONS:
Loss from operations of game bird
brokering operation (14,482) (1,472) (16,989)
________________________________
NET LOSS $(14,482) $(1,472) $(16,989)
________________________________
LOSS PER COMMON SHARE:
Loss from continuing operations $ (.00) $ (.00) $ (.00)
Loss from discontinued operations (.00) (.00) (.01)
________________________________
Total loss per share $ (.00) $ (.00) $ (.01)
________________________________
The accompanying notes are an integral part of these financial
statements.
18
<PAGE>
HARDWOOD DOORS & MILLING SPECIALITIES, INC.
(Formerly Known As American Outdoorsman, Inc.)
[A Development Stage Company]
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
FROM INCEPTION ON DECEMBER 30, 1994
THROUGH DECEMBER 31, 1999
<TABLE>
<CAPTION>
Deficit
Accumulated
Preferred Stock Common Stock Capital in During the
_________________ ________________ Excess of Development
Shares Amount Shares Amount Par Value Stage
_________ _______ ________ _______ ______ _________
<S> <C> <C> <C> <C> <C> <C>
BALANCE, December 30, 1994 - $ - - $ - $ - $ -
Issuance of 1,000,000 shares common
stock for cash, January 4, 1995 at
$.001 per share - - 1,000,000 1,000 - -
Net loss for the year ended
December 31, 1995 - - - - - (145)
BALANCE, December 31, 1995 - - 1,000,000 1,000 - (145)
Net loss for the year ended
December 31, 1996 - - - - - (420)
BALANCE, December 31, 1996 - - 1,000,000 1,000 - (565)
Net loss for the year ended
December 31, 1997 - - - - - (470)
BALANCE, December 31, 1997 - - 1,000,000 1,000 - (1,035)
Issuance of 2,000,000 shares common
stock for cash, August 31, 1998 at
$.001 per share - - 2,000,000 2,000 - -
Net loss for the year ended
December 31, 1998 - - - - - (1,472)
BALANCE, December 31, 1998 - - 3,000,000 3,000 - (2,507)
Net loss for the year ended
December 31, 1999 - - - - - (14,482)
BALANCE, December 31, 1999 - $ - 3,000,000 $ 3,000 $ - $ (16,989)
</TABLE>
The accompanying notes are an integral part of this financial
statement.
19
<PAGE>
HARDWOOD DOORS & MILLING SPECIALITIES, INC.
(Formerly Known As American Outdoorsman, Inc.)
[A Development Stage Company]
STATEMENTS OF CASH FLOWS
For the From Inception
Years Ended on December 30,
December 31, 1994 Through
_______________ December 31,
1999 1998 1999
_____________________________
Cash Flows from Operating Activities:
Net (loss) $ (14,482) $ (1,472) $(16,989)
_____________________________
Adjustments to reconcile net loss to
net cash used by operating activities:
Amortization expense 104 195
Changes in assets and liabilities:
Increase in accounts payable 250 100 500
Increase in accrued liabilities 2,480 358 2,838
_____________________________
Total Adjustments 2,730 562 3,533
_____________________________
Net Cash (Used) in Operating
Activities (11,752) (910) (13,456)
_____________________________
Cash Flows from Investing Activities:
Organization costs - - (195)
_____________________________
Net Cash (Used) in Investing
Activities - - (195)
_____________________________
Cash Flows from Financing Activities:
Proceeds from common stock issuance - 2,000 3,000
Proceeds from Notes Payable 10,750 250 11,000
Payments on Notes Payable - (250) (250)
_____________________________
Net Cash Provided by Financing
Activities 10,750 2,000 13,750
_____________________________
Net Increase (decrease) in cash (1,002) 1,090 99
Cash at Beginning of Period 1,101 11 -
_____________________________
Cash at End of Period $ 99 $ 1,101 $ 99
_____________________________
[Continued]
20
<PAGE>
HARDWOOD DOORS & MILLING SPECIALITIES, INC.
(Formerly Known As American Outdoorsman, Inc.)
[A Development Stage Company]
STATEMENTS OF CASH FLOWS
For the From Inception
Years Ended on December 30,
December 31, 1994 Through
_____________ December 31,
1999 1998 1999
_____________________________
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest $ - $ 13 $ 13
Income taxes $ - $ - $ -
Supplemental Schedule of Noncash Investing and Financing
Activities:
Year ended December 31, 1999:
None
Year ended December 31, 1998:
None
The accompanying notes are an integral part of these financial
statements.
21
<PAGE>
HARDWOOD DOORS & MILLING SPECIALITIES, INC.
(Formerly Known As American Outdoorsman, Inc.)
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - The Company was organized under the laws of the
State of Nevada on December 30, 1994 as American Outdoorsman,
Inc. The Company's name was changed during May, 2000 to Hardwood
Doors & Milling Specialities, Inc. The Company has not commenced
planned principal operations and is considered a development
stage company as defined in Statement of Financial Accounting
Standards (SFAS) No. 7. The Company was originally planning to
engage in the business of acquiring and managing sporting goods
stores and also had planned to broker game birds to hunting
companies. The Company changed its business plan during May,
2000 and is now planning to engage in the marketing and
distribution of custom-made hardwood doors. The Company has, at
the present time, not paid any dividends and any dividends that
may be paid in the future will depend upon the financial
requirements of the Company and other relevant factors.
Organization Costs - Organization costs, which reflect amounts
expended to organize the Company, were expensed during 1998 in
accordance with Statement of Position 98-5, "Reporting on the
Costs of Start-Up Activities".
Earnings Per Share - The computation of earnings per share is
based on the weighted average number of shares outstanding during
the period presented in accordance with statement of Financial
Standard No. 128, "Earnings Per Share". [See Note 11]
Cash and Cash Equivalents - For purposes of the statement of cash
flows, the Company considers all highly liquid debt investments
purchased with a maturity of three months or less to be cash
equivalents.
Accounting Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, the disclosures of
contingent assets and liabilities at the date of the financial
statements, and the reported amount of revenues and expenses
during the reporting period. Actual results could differ from
those estimated.
Income Taxes -The Company accounts for income taxes in accordance
with Statement of Financial Accounting Standards No. 109
"Accounting for Income Taxes" which requires the liability
approach for the effect of income taxes [See Note 6].
Recently Enacted Accounting Standards - Statement of Financial
Accounting Standards No. 135. "Rescission of FASB Statement No.
75 and Technical Corrections", SFAS No. 136, "Transfers of Assets
to a not for profit organization or charitable trust that raises
or holds contributions for others", and SFAS No. 137, "Accounting
for Derivative Instruments and Hedging Activities - deferral of
the effective date of FASB statement No. 133 (an amendment of
FASB Statement No. 133)," were recently issued. SFAS No. 135,
136 and 137 have no current applicability to the Company or their
effect on the financial statements would not have been
significant.
22
<PAGE>
HARDWOOD DOORS & MILLING SPECIALITIES, INC.
(Formerly Known As American Outdoorsman, Inc.)
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 2 - DISCONTINUED OPERATIONS
On May 15, 2000, the Company changed the focus of its business
from the wholesale
brokering of game birds to the marketing and distribution of
custom-made hardwood doors. Net sales related to the game bird
brokering was $5,834, $0 and $5,834 for the years ended December
31, 1999, and 1998 and for the period from inception on December
30, 1994 through December 31, 1999. These amounts have been
reclassified to "loss from the operations of wholesale brokering
of game birds" in the accompanying statements of operations.
The following is a condensed proforma consolidated statement of
operations that reflects what the presentation would have been
for the years ended December 31, 1999 and 1998 and for the period
from inception on December 30, 1994 through December 31, 1999
without the reclassifications required by generally accepted
accounting principles for companies with discontinued
operations:
From
1999 1998 Inception
__________________________________
Net Sales $ 5,834 $ - $ 5,834
Cost of goods sold (3,028) - (3,028)
Other operating expenses (16,963) (1,381) (19,379)
Other income (expense) (325) (13) (338)
Cumulative effect of change in
Accounting principles - (78) (78)
__________________________________
Net loss $ (14,482) $ (1,472) $ (16,989)
__________________________________
Loss per share $ (.00) $ (.00) $ (.01)
__________________________________
NOTE 3 - ACCRUED LIABILITIES
Accrued liabilities consists of the following at:
December 31,
1999
___________
Accrued payroll and other taxes 2,513
Accrued interest payable 325
___________
$ 2,838
____________
23
<PAGE>
HARDWOOD DOORS & MILLING SPECIALITIES, INC.
(Formerly Known As American Outdoorsman, Inc.)
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 4 - RELATED PARTY TRANSACTIONS
Management Compensation - During the year ended December 31,
1999, the Company paid $12,000 in compensation to its President.
Brokerage Fees - All of the Company's sales were to a related
party.
NOTE 5 - NOTES PAYABLE
In July and October 1999, a corporation loaned the Company a
total of $3,250. The note is due upon demand and accrues
interest at 12% per annum. Interest expense for the year ended
December 31, 1999, amounted to $159.
In September, November and December, a corporation loaned the
Company a total amounting to $7,500. The note is due upon demand
and accrues interest at 12% per annum. Interest expense for the
year ended 1999, amounted to $166.
NOTE 6 - INCOME TAXES
The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standards No. 109 "Accounting
for Income Taxes". FASB 109 requires the Company to provide a
net deferred tax asset/liability equal to the expected future tax
benefit/expense of temporary reporting differences between book
and tax accounting methods and any available operating loss or
tax credit carryforwards.
The Company has available at December 31, 1999, unused operating
loss carryforwards of approximately $16,900, which may be applied
against future taxable income and which expire in various years
through 2019. The amount of and ultimate realization of the
benefits from the operating loss carryforwards for income tax
purposes is dependent, in part, upon the tax laws in effect, the
future earnings of the Company, and other future events, the
effects of which cannot be determined. Because of the
uncertainty surrounding the realization of the loss carryforwards
the Company has established a valuation allowance equal to the
amount of the loss carryforwards and, therefore, no deferred tax
asset has been recognized for the loss carryforwards. The net
deferred tax assets are approximately $5,700 as of December 31,
1999, with an offsetting valuation allowance at year end of the
same amount, resulting in a change in the valuation allowance of
approximately $4,800 for the year ended December 31, 1999.
24
<PAGE>
HARDWOOD DOORS & MILLING SPECIALITIES, INC.
(Formerly Known As American Outdoorsman, Inc.)
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 7 - CAPITAL STOCK
Preferred Stock - The Company has 10,000,000 shares of preferred
stock authorized at $.001 par value with such rights, preferences
and designations and to be issued in such series as determined by
the Board of Directors. No shares are issued and outstanding at
December 31, 1999 and 1998.
Common Stock - During January 1995, the Company issued 1,000,000
shares of its previously authorized, but unissued common stock in
exchange for cash of $1,000.
During August 1998, the Company issued 2,000,000 shares of its
previously authorized, but unissued common stock to the Company's
new President. The Stock was issued in exchange for cash of
$2,000.
NOTE 8 - CHANGE IN OWNERSHIP
On August 31, 1998, the company issued 2,000,000 shares of common
stock in exchange for cash. The stock issuance represents two-
thirds of all outstanding common stock. In connection with this
issuance, the new shareholder was designated as sole director,
President and Secretary of the Company.
NOTE 9 - CONCENTRATION OF CREDIT RISK
All of the Company's sales related to its previous operations
were to a related party. All of the Company's purchases related
to its previous operations are from one supplier. Currently, the
Company has discontinued its previous operations [See Note 2] and
has not yet achieved any revenues related to its planned
operations.
NOTE 10 - GOING CONCERN
The accompanying financial statements have been prepared in
conformity with generally accepted accounting principles, which
contemplate continuation of the Company as a going concern.
However, the Company has incurred losses since inception, has
current liabilities in excess of current assets, and has not yet
established profitable operations. These factors raise
substantial doubt about the ability of the Company to continue as
a going concern. In this regard, management is proposing to
raise any additional funds needed through loans and/or through
additional sales of its common stock, which funds will be used to
assist in establishing on-going operations. There is no
assurance that the Company will be successful in raising this
additional capital or achieving profitable operations. The
financial statements do not include any adjustments that might
result from the outcome of these uncertainties.
25
<PAGE>
HARDWOOD DOORS & MILLING SPECIALITIES, INC.
(Formerly Known As American Outdoorsman, Inc.)
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 11 - LOSS PER SHARE
The following data shows the amounts used in computing loss per
share for the years ended December 31, 1999 and 1998 and from
inception on December 30, 1994 through December 31, 1999:
For the From Inception
Years Ended on December 30,
December 31, 1994 Through
______________ December 31,
1999 1998 1999
___________________________________
(Loss) from continuing operations
available to common shareholders
(numerator) $ - $ - $ -
___________________________________
Loss from discontinued operations
available to common shareholders
(numerator) $ (14,482) $ (1,472) $ (16,989)
___________________________________
Weighted average number of
common shares outstanding used
in loss per share for the period
(denominator) 3,000,000 1,668,493 1,534,577
___________________________________
NOTE 12 - SUBSEQUENT EVENTS
During May, 2000, the Company changed its name to Hardwood Doors
& Milling Specialities, Inc..
The Company is proposing to raise up to $125,000 in a public
stock offering through the sale of 100,000 shares of common stock
at $1.25 per share. The Company plans to file a registration
statement with the Securities and Exchange Commission to register
the shares of common stock for the proposed offering.
26
<PAGE>
HARDWOOD DOORS AND MILLING SPECIALITIES, INC.
(Formerly Known As American Outdoorsman, Inc.)
[A Development Stage Company]
CONDENSED BALANCE SHEETS
[Unaudited]
ASSETS
June 30, December 31,
2000 1999
___________ ___________
CURRENT ASSETS:
Cash in bank $ 1,407 $ 99
___________ ___________
Total Current Assets 1,407 99
___________ ___________
$ 1,407 $ 99
____________ ____________
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 7,500 $ 500
Accrued liabilities 2,881 2,837
Notes payable 21,250 10,750
___________ ___________
Total Current Liabilities 31,631 14,087
___________ ___________
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock, $.001 par value,
10,000,000 shares authorized,
no shares issued and outstanding - -
Common stock, $.001 par value,
50,000,000 shares authorized,
3,000,000 shares issued and
outstanding 3,000 3,000
Deficit accumulated during the
development stage (33,224) (16,988)
___________ ___________
Total Stockholders' Equity Deficit (30,224) (13,988)
___________ ___________
$ 1,407 $ 99
____________ ____________
Note: The balance sheet at December 31, 1999 was taken from the
audited financial statements at that date and condensed.
The accompanying notes are an integral part of these unaudited
condensed financial statements.
27
<PAGE>
HARDWOOD DOORS AND MILLING SPECIALITIES, INC.
(Formerly Known As American Outdoorsman, Inc.)
[A Development Stage Company]
CONDENSED STATEMENTS OF OPERATIONS
[Unaudited]
<TABLE>
<CAPTION>
For the Three For the Six From Inception
Months Ended Months Ended on December 30,
June 30, June 30, 1994 Through
___________________________________ June 30,
2000 1999 2000 1999 2000
<S> <C> <C> <C> <C> <C>
REVENUE $ - $ - $ - $ - $ -
COST OF GOODS SOLD - - - - -
GROSS PROFIT - - - - -
EXPENSES:
Selling and general and
administrative 7,397 - 7,397 - 7,397
LOSS FROM OPERATIONS (7,397) - (7,397) - (7,397)
OTHER EXPENSES:
Interest expense 252 - 252 - 252
Total Other Expenses: (252) - (252) - (252)
(LOSS) BEFORE INCOME
TAXES (7,649) - (7,649) - (7,649)
CURRENT TAX EXPENSE - - - - -
DEFERRED TAX EXPENSE - - - - -
LOSS FROM CONTINUING
OPERATIONS (7,649) - (7,649) - (7,649)
DISCONTINUED OPERATIONS:
Loss from operations of discontinued
game bird brokering operation (8,295) (850) (8,587) (1,533) (25,575)
NET LOSS $ (15,944) $ (850) $(16,236) $ (1,533) $ (33,224)
LOSS PER COMMON SHARE:
Loss from continuing
Operations (.00) (.00) (.00) (.00) (.00)
Loss from discontinued
Operations (.00) (.00) (.00) (.00) (.02)
Total loss per share $ (.00) $ (.00) $ (.00) $ (.00) $ (.02)
</TABLE>
The accompanying notes are an integral part of these unaudited
condensed financial statements.
28
<PAGE>
HARDWOOD DOORS AND MILLING SPECIALITIES, INC.
(Formerly Known As American Outdoorsman, Inc.)
[A Development Stage Company]
CONDENSED STATEMENTS OF CASH FLOWS
[Unaudited]
For the Six From Inception
Months Ended on December 30,
June 30, 1994 Through
_______________ June 30,
2000 1999 2000
_____________________________
Cash Flows From Operating Activities:
Net loss $ (16,236) $(1,533) $(33,224)
Adjustments to reconcile net loss to
net cash used by operating activities:
Amortization expense - - 195
Changes in assets and liabilities:
(Increase) in accounts receivable - (1,025) -
Increase in accounts payable 7,000 1,498 7,500
Increase in accrued liabilities 44 73 2,881
___________________________
Net Cash Provided (Used) by
Operating Activities (9,192) (987) (22,648)
___________________________
Cash Flows From Investing
Organization costs - - (195)
___________________________
Net Cash (Used) in Investing Activities - - (195)
___________________________
Cash Flows From Financing
Activities:
Proceeds from sale of common stock issuance - - 3,000
Proceeds from notes payable 10,500 - 21,500
Payments on notes payable - - (250)
__________________________
Net Cash Provided by Financing
Activities 10,500 - 24,250
__________________________
Net Increase (Decrease) in Cash 1,308 (987) 1,407
Cash at Beginning of Period 99 1,101 -
__________________________
Cash at End of Period $ 1,407 $ 114 $ 1,407
__________________________
Supplemental Disclosures of Cash Flow
Information:
Cash paid during the period for:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
Supplemental Schedule of Non-Cash Investing and Financing
Activities:
For the Six Months Ended June 30, 2000:
None
For the Six Months Ended June 30,1999:
None
The accompanying notes are an integral part of these unaudited
condensed financial statements.
29
<PAGE>
HARDWOOD DOORS AND MILLING SPECIALITIES, INC.
(Formerly Known As American Outdoorsman, Inc.)
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - The Company was organized under the laws of the
State of Nevada on December 30, 1994 as American Outdoorsman,
Inc. The Company's name was changed during May, 2000 to Hardwood
Doors & Milling Specialities, Inc. The Company has not commenced
planned principal operations and is considered a development
stage company as defined in Statement of Financial Accounting
Standards (SFAS) No. 7. The Company was originally planning to
engage in the business of acquiring and managing sporting goods
stores and also had planned to broker game birds to hunting
companies. The Company changed its business plan during May,
2000 and is now planning to engage in the marketing and
distribution of custom-made hardwood doors. The Company has, at
the present time, not paid any dividends and any dividends that
may be paid in the future will depend upon the financial
requirements of the Company and other relevant factors.
Condensed Financial Statements - The accompanying interim
financial statements have been prepared by the Company without
audit. In the opinion of management, all adjustments (which
include only normal recurring adjustments) necessary to present
fairly the financial position as of June 30, 2000 and results of
operations and cash flows for the six months ended June 30, 2000
and for all periods presented have been made.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted.
It is suggested that these condensed financial statements be read
in conjunction with the financial statements and notes thereto
included in the company's December 31, 1999 audited financial
statements. The results of operations for the periods ended June
30, 2000 are not necessarily indicative of the operating results
for the full year.
Organization Costs - Organization costs, which reflect amounts
expended to organize the Company, were expensed during 1998 in
accordance with Statement of Position 98-5, "Reporting on the
Costs of Start-Up Activities".
Earnings Per Share - The computation of earnings per share is
based on the weighted average number of shares outstanding during
the period presented in accordance with statement of Financial
Standard No. 128, "Earnings Per Share". [See Note 11]
Cash and Cash Equivalents - For purposes of the statement of cash
flows, the Company considers all highly liquid debt investments
purchased with a maturity of three months or less to be cash
equivalents.
Accounting Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, the disclosures of
contingent assets and liabilities at the date of the financial
statements, and the reported amount of revenues and expenses
during the reporting period. Actual results could differ from
those estimated.
30
<PAGE>
HARDWOOD DOORS & MILLING SPECIALITIES, INC.
(Formerly Known As American Outdoorsman, Inc.)
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [CONTINUED]
Income Taxes -The Company accounts for income taxes in accordance
with Statement of Financial Accounting Standards No. 109
"Accounting for Income Taxes" which requires the liability
approach for the effect of income taxes [See Note 6].
Recently Enacted Accounting Standards - Statement of Financial
Accounting Standards No. 135. "Rescission of FASB Statement No.
75 and Technical Corrections", SFAS No. 136, "Transfers of Assets
to a not for profit organization or charitable trust that raises
or holds contributions for others", and SFAS No. 137, "Accounting
for Derivative Instruments and Hedging Activities - deferral of
the effective date of FASB statement No. 133 (an amendment of
FASB Statement No. 133)," were recently issued. SFAS No. 135,
136 and 137 have no current applicability to the Company or their
effect on the financial statements would not have been
significant.
NOTE 2 - DISCONTINUED OPERATIONS
On May 15, 2000, the Company changed the focus of its business
from the wholesale brokering of game birds to the marketing and
distribution of custom-made hardwood doors. Net sales related to
the game bird brokering was $7,556, $1,425 and $13,390 for the
six months ending June 30, 2000, and 1999 and for the period from
inception on December 31, 1994 through June 30, 2000. These
amounts have been reclassified to "loss from the operations of
wholesale brokering of game birds" in the accompanying statements
of operations.
The following is a condensed proforma consolidated statement of
operations that reflects what the presentation would have been
for the six months ended June 30, 2000 and 1999 and for the
period from inception on December 30, 1994 through June 30, 2000
without the reclassifications required by generally accepted
accounting principles for companies with discontinued operations:
From
2000 1999 Inception
__________________________________
Net Sales $ 7,556 $ 1,425 $ 13,390
Cost of goods sold (7,000) - (10,028)
Other operating expenses (15,976) (2,958) (35,354)
Other income (expense) (816) - (1,154)
Cumulative effect of change in
Accounting principles - - (78)
__________________________________
Net loss $(16,236) $ (1,533) $ (33,224)
__________________________________
Loss per share $ (.00) $ (.00) $ (.02)
__________________________________
NOTE 3 - ACCRUED LIABILITIES
Accrued liabilities consists of the following at:
June, December 31,
2000 1999
___________ ___________
Accrued payroll and other taxes 1,740 2,513
Accrued interest payable 1,141 325
___________ ___________
$ 2,881 $ 2,838
___________ ___________
31
<PAGE>
HARDWOOD DOORS & MILLING SPECIALITIES, INC.
(Formerly Known As American Outdoorsman, Inc.)
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 4 - RELATED PARTY TRANSACTIONS
Management Compensation - During the periods ended June 30, 2000
and 1999, the Company paid $7,500 and $1,250, respectively, in
compensation to its President.
Brokerage Fees - All of the Company's sales were to a related
party.
NOTE 5 - NOTES PAYABLE
In July and October 1999, a corporation loaned the Company a
total of $3,250. The note is due upon demand and accrues
interest at 12% per annum. Interest expense for the year ended
December 31, 1999 amounted to $159. During June 2000, this same
corporation loaned the Company an additional amount of $8,000.
This $8,000 was added to the original note and the total amount
is due upon demand and accrues at 12% per annum. Interest
expense for the six months ended June 30, 2000 amounted to $246.
In September, November and December 1999, a corporation loaned
the Company a total of $7,500. The note is due upon demand and
accrues interest at 12% per annum. Interest expense for the year
ended December 31, 1999 amounted to $164. During January and
March 2000, this same corporation loaned the Company an
additional amount of $2,500. This $2,500 was added to the
original note and the total amount is due upon demand and accrues
interest at 12% per annum. Interest expense for the six months
ended June 30, 2000 amounted to $570.
NOTE 6 - INCOME TAXES
The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standards No. 109 "Accounting
for Income Taxes". FASB 109 requires the Company to provide a
net deferred tax asset/liability equal to the expected future tax
benefit/expense of temporary reporting differences between book
and tax accounting methods and any available operating loss or
tax credit carryforwards.
The Company has available at June 30, 2000 and December 31,
1999, unused operating loss carryforwards of approximately
$33,000 and $16,900, respectively, which may be applied against
future taxable income and which expire in various years through
2019. The amount of and ultimate realization of the benefits
from the operating loss carryforwards for income tax purposes is
dependent, in part, upon the tax laws in effect, the future
earnings of the Company, and other future events, the effects of
which cannot be determined. Because of the uncertainty
surrounding the realization of the loss carryforwards the Company
has established a valuation allowance equal to the amount of the
loss carryforwards and, therefore, no deferred tax asset has been
recognized for the loss carryforwards. The net deferred tax
assets are approximately $11,200 and $5,700 as of June 30, 2000
and December 31, 1999, respectively, with an offsetting valuation
allowance at year end of the same amount, resulting in a change
in the valuation allowance of approximately $5,500 for the period
ended June 30, 2000.
32
<PAGE>
HARDWOOD DOORS & MILLING SPECIALITIES, INC.
(Formerly Known As American Outdoorsman, Inc.)
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 7 - CAPITAL STOCK
Preferred Stock - The Company has 10,000,000 shares of preferred
stock authorized at $.001 par value with such rights, preferences
and designations and to be issued in such series as determined by
the Board of Directors. No shares are issued and outstanding at
June 30, 2000.
Common Stock - During January 1995, the Company issued 1,000,000
shares of its previously authorized, but unissued common stock in
exchange for cash of $1,000.
During August 1998, the Company issued 2,000,000 shares of its
previously authorized, but unissued common stock in exchange for
cash of $2,000.
NOTE 8 - CHANGE IN OWNERSHIP
On August 31, 1998, the company issued 2,000,000 shares of common
stock in exchange for cash. The stock issuance represents two-
thirds of all outstanding common stock. In connection with this
issuance, the new shareholder was designated as sole director,
President and Secretary of the Company.
NOTE 9 - CONCENTRATION OF CREDIT RISK
All of the Company's sales related to its previous operations
were to a related party. All of the Company's purchases related
to its previous operations were from one supplier. Currently,
the Company has discontinued its previous operations [See Note 2]
and has not yet achieved any revenues related to its planned
operations.
NOTE 10 - GOING CONCERN
The accompanying financial statements have been prepared in
conformity with generally accepted accounting principles, which
contemplate continuation of the Company as a going concern.
However, the Company has incurred losses since inception, has
current liabilities in excess of current assets, and has not yet
established profitable operations. These factors raise
substantial doubt about the ability of the Company to continue as
a going concern. In this regard, management is proposing to
raise any additional funds needed through loans and/or through
additional sales of its common stock, which funds will be used to
assist in establishing on-going operations. There is no
assurance that the Company will be successful in raising this
additional capital or achieving profitable operations. The
financial statements do not include any adjustments that might
result from the outcome of these uncertainties.
33
<PAGE>
HARDWOOD DOORS & MILLING SPECIALITIES, INC.
(Formerly Known As American Outdoorsman, Inc.)
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 11 - LOSS PER SHARE
The following data shows the amounts used in computing loss per
share for the three and six months ended June 30, 2000 and from
inception on December 30, 1994 through June 30, 2000:
<TABLE>
<CAPTION>
For the Three For the Six From Inception
Months Ended Months Ended on December 30,
June 30, June 30, 1994 Through
_________________________________________ June 30,
2000 1999 2000 1999 2000
__________________________________________________
<S> <C> <C> <C> <C> <C>
Loss from continuing
operations available to
common shareholders
(numerator) $ (7,649) $ - $ (7,649) $ - $ (7,649)
Loss from discontinued
operations available to
common shareholders
(numerator) $ (8,295) $ (850) $ (8,587) $ (1,533) $ (25,575)
Weighted average number
of common shares outstanding
used in loss per share
calculation for the period
(denominator) 3,000,000 3,000,000 3,000,000 3,000,000 1,667,665
</TABLE>
NOTE 12 - SUBSEQUENT EVENTS
The Company is proposing to raise up to $125,000 in a public
stock offering through the sale of 100,000 shares of common stock
at $1.25 per share. The Company plans to file a registration
statement with the Securities and Exchange Commission to register
the shares of common stock for the proposed offering.
34
<PAGE>
=============================== ====================================
Until _____________, 2000, all
dealers that effect
transactions in these $125,000
securities, whether or not
participating in this offering,
may be required to deliver a
prospectus. This is in
addition to the dealers' HARDWOOD DOORS & MILLING
obligation to deliver a SPECIALITIES, INC.
prospectus when acting as
underwriters and with respect
to their unsold allotments or
subscriptions.
100,000 Shares
-------------------------------- Common Stock
$.001 Par Value
TABLE OF CONTENTS
-------------------------------
Prospectus Summary 2
Risk Factors 2
Forward-Looking Statements 3
Dilution and Comparative Data 3
Use of Proceeds 4 ------------------
Determination of Offering Price 5 PROSPECTUS
Capitalization 5 __________________
Description of Business 6
Plan of Operation 9
Management 10
Compensation 10
Certain Relationships and
Related Transactions 10 ___________________ 2000
Principal Stockholders 10
Description of the Securities 11
Shares Available for Future Sale 12
Market for Common Stock 12
Plan of Distribution 13
Legal Matters 13
Experts 14
Additional Information 14
Index to Financial Statements 15 ===============================
No dealer, salesperson or other
person has been authorized to
give any information or to make
any representations other than
those contained in this
Prospectus and, if given or
made, such information or
representations must not be
relied upon as having been
authorized by the Company. This
Prospectus does not constitute
an offer to sell or a
solicitation of an offer to buy
any of the securities offered
hereby to whom it is unlawful
to make such offer in any
jurisdiction. Neither the
delivery of this Prospectus nor
any sale made hereunder shall,
under any circumstances, create
any implication that
information contained herein is
correct as of any time
subsequent to the date hereof
or that there has been no
change in the affairs of the
Company since such date.
====================================
35
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our company's charter provides that, to the fullest extent
that limitations on the liability of directors and officers are
permitted by the Nevada Revised Statutes, no director or officer
of the company shall have any liability to the company or its
stockholders for monetary damages. The Nevada Revised Statutes
provide that a corporation's charter may include a provision
which restricts or limits the liability of its directors or
officers to the corporation or its stockholders for money damages
except: (1) to the extent that it is provided that the person
actually received an improper benefit or profit in money,
property or services, for the amount of the benefit or profit in
money, property or services actually received, or (2) to the
extent that a judgment or other final adjudication adverse to the
person is entered in a proceeding based on a finding in the
proceeding that the person's action, or failure to act, was the
result of active and deliberate dishonesty and was material to
the cause of action adjudicated in the proceeding. The company's
charter and bylaws provide that the company shall indemnify and
advance expenses to its currently acting and its former directors
to the fullest extent permitted by the Nevada Revised Business
Corporations Act and that the company shall indemnify and advance
expenses to its officers to the same extent as its directors and
to such further extent as is consistent with law.
The charter and bylaws provide that we will indemnify our
directors and officers and may indemnify our employees or agents
to the fullest extent permitted by law against liabilities and
expenses incurred in connection with litigation in which they may
be involved because of their offices with Hardwood Doors.
However, nothing in our charter or bylaws of the company protects
or indemnifies a director, officer, employee or agent against any
liability to which he would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office.
To the extent that a director has been successful in defense of
any proceeding, the Nevada Revised Statutes provide that he shall
be indemnified against reasonable expenses incurred in connection
therewith.
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the expenses in connection
with this Registration Statement. We will pay all expenses of the
offering. All of such expenses are estimates, other than the
filing fees payable to the Securities and Exchange Commission.
Securities and Exchange Commission Filing Fee $ 33.00
Printing Fees and Expenses 1,000.00
Legal Fees and Expenses 15,000.00
Accounting Fees and Expenses 7,000.00
Blue Sky Fees and Expenses 1,000.00
Trustee's and Registrar's Fees 500.00
Miscellaneous 467.00
TOTAL $ 25,000.00
36
<PAGE>
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES
In January 1995, we issued 1,000,000 shares of stock to an
entity for $1,000 in cash. This transaction was exempt from
registration pursuant to Section 4(2) of the Securities Act in a
transaction by an issuer not involving a public offering.
In August, 1998, we issued 2,000,000 shares of common stock
to an individual for $2,000 in cash. This transaction was exempt
from registration pursuant to Section 4(2) of the Securities Act
in a transaction by an issuer not involving a public offering.
ITEM 27. EXHIBITS.
Exhibits.
Exhibit SEC Ref. Title of Document Location
No. No.
1 3.1 Articles of Incorporation Attached
2 3.1 Amended Articles of Incorporation Attached
3 3.1 By-laws Attached
4 5 Legal Opinion included in Exhibit 23.1 Attached
5 10 Material Contract - Cascade Door Company Attached
6 10.1 Promissory Notes Attached
7 23.1 Consent of Lehman Walstrand & Associates Attached
8 23.2 Consent of Pritchett, Siler & Hardy, P.C. Attached
9 27 Financial Data Schedule - December 31, 1999 Attached
10 27 Financial Data Schedule - June 30, 2000 Attached
11 99 Stock Option Plan Attached
12 99 Escrow Agreement Attached
13 99 Subscription Agreement Attached
ITEM 28. UNDERTAKINGS
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
provisions described in this Registration Statement or otherwise,
we have been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the us of expenses incurred or paid by a director, officer or
controlling persons of Hardwood Doors 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, we will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act, 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 the registrant
pursuant to Rule 424(b)(1) or (4) or
497(h) under the Act shall be deemed to be part of this
registration statement as of the time it was
declared effective.
37
<PAGE>
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective
amendment that contains a form of prospectus shall be deemed to
be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
The undersigned registrant hereby undertakes to:
(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; and
(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.
38
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act of
1933, Hardwood Doors & Milling Specialities, Inc., certifies that
it has reasonable ground to believe that it meets all of the
requirements of filing on Form SB-2 and authorizes this
Registration Statement to be signed on its behalf, in the City of
Salt Lake, State of Utah, on October 20, 2000.
HARDWOOD DOORS & MILLING SPECIALITIES, INC.
By:
/s/ Paul V. Finlayson
Paul V. Finlayson
President
Dated: October 20, 2000
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
person in the capacity and on the dates indicated.
/s/ Paul V. Finlayson
Paul V. Finlayson
President, Chief Executive Officer, Director
Dated: October 20, 2000
39
<PAGE>
