As filed November 22, 2000 File No. __________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form SB-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
EZEE RIDER CORP.
(Exact name of small business issuer in its charter)
Delaware 4723 16-1591048
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(State or jurisdiction (Primary Standard (I.R.S. Employer
of incorporation or Industrial Classification Identification No.)
organization) Code No.)
2541 Monroe Avenue, Suite 301, Rochester NY, 14618 (716) 244-1870
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(Address and telephone number of principal executive offices)
2541 Monroe Avenue, Suite 301, Rochester NY, 14618
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(Address or principal place of business or
intended principal place of business)
Morris Diamond, President
2541 Monroe Avenue, Suite 301, Rochester NY, 14618 (716) 244-1840
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(Name, address and telephone number of agent for service)
Copies of all commuincations to:
Craig A. Stoner, Esq
C/O Dill Dill Carr Stonbraker & Hutchings, P.C.
455 Sherman Street, Suite 300, Denver, CO 80231
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of the Registration Statement.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act,
check the following box. /X/_____
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) 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 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 this Form is a post-effective amendment filed pursuant to Rule 462(d)
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,
check the following box. / /_____
CALCULATION OF REGISTRATION FEE
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Dollar
Title of Each Amount Proposed Maximum Amount of
Class of Securities To be Offering Price Registration
to be Registered Registered Per Unit Fee
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Common Stock $500,000 $0.50 $ 132.00
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The 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.
Disclosure Alternative used (check one)
Alternative 1 ; Alternative 2 X
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SUBJECT TO COMPLETION, DATED NOVEMBER 22, 2000
EZEE RIDER CORP.
1,000,000 SHARES OF COMMON STOCK
$0.001 Par Value
We are offering 1,000,000 shares of common stock for sale to the public. We
are not required to sell any specific number or dollar amount of shares but
will use our best efforts to sell the maximum number of shares offered. See
"Underwriting" which explains in detail the terms and conditions of this
offering. This offering of shares will terminate on the earlier of the date
all of the shares offered are subscribed for or _________________ [90 days
from the date of this prospectus]. Please note that we may extend this date
for up to an additional 90 days.
There is no minimum offering and no escrow. Therefore any funds received from
a purchaser will be available to us as received and need not be refunded to
the purchaser. There is no minimum amount which must be purchased by a
subscriber.
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There is currently no market for our shares and no market may ever develop
for our shares. We intend to apply for listing of our common stock on the OTC
Bulletin Board after the effective date of this prospectus.
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THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE SHARES
ONLY IF YOU CAN AFFORD A COMPLETE LOSS. SEE "RISK FACTORS" BEGINNING ON
PAGE 4 OF THIS PROSPECTUS.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
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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 it is not an offer to buy these securities
in any state where the offer or sale is not permitted.
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UNDERWRITING DISCOUNTS
SHARES OFFERED BY EZEE RIDER PRICE TO PUBLIC AND COMMISSIONS (1) PROCEEDS TO EZEE RIDER (2)
--------------------------------- ---------------------------- ---------------------------- ----------------------------
Per Share $ 0.50 $ 0.05 $ 0.45
--------------------------------- ---------------------------- ---------------------------- ----------------------------
Total Offering $ 500,000 $ 50,000 $ 450,000
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</TABLE>
(1) Underwriting commissions and discounts: We are acting as the general
selling agent. If broker-dealers are used to sell the shares, we will
pay them up to a 10% commission.
(2) Proceeds to EZEE Rider: These amounts do not reflect the deduction of
expenses of this offering, estimated at $60,000.
EZEE RIDER CORP.
2541 Monroe Avenue, Suite 301, Rochester NY, 14618
(716) 244-1870
The date of this prospectus is ___________, 200__
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TABLE OF CONTENTS
Prospectus Summary 3
Special Note Regarding Forward-Looking Statements 3
Risk Factors 4
Dilution 7
Dividend Policy 8
Use Of Proceeds 8
Summary Financial Data 9
Plan Of Operations 9
Description Of Business 10
Description Of Property 14
Management Of The Company 15
Directors And Executive Compensation 16
Security Ownership Of Certain Beneficial Owners And Management 16
Interest Of Management And Others In Certain Transactions 17
Description Of Securities 18
Plan Of Distribution 18
Method Of Subscribing 19
Expiration Date 19
Right To Reject 19
No Escrow 19
Transfer Agent 20
Sec Position On Indemnification 20
Legal Matters 20
Experts 20
Available Information 21
Reports To Stockholders 21
Financial Statements 22-28
Dealer Prospectus Delivery Obligation 29
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PROSPECTUS SUMMARY
OUR COMPANY
EZEE Rider Corp. is a corporation that was organized under the laws of the
State of Delaware on July 12, 2000. EZEE Rider was formed for the purpose of
becoming a transportation freight amalgamator of small motor carriers with
our only office located in Rochester, New York.
We intend to evolve our business to amalgamate the transport capacity of
numerous small common and contract general commodities motor freight carriers
in the 48 contiguous United States.
THE OFFERING
Securities offered............1,000,000 shares of common stock at
$0.50 per share
Securities outstanding prior
to offering ................960,000 shares of common stock (as of
November 22, 2000)
Securities outstanding
Subsequent to offering,
assuming all common stock
is sold .................. 1,960,000 shares of common stock
Use of Proceeds...............Estimated at $390,000 net of offering
expenses. To be used for marketing,
furniture and equipment, acquisitions and
development of franchises, and working
capital.
RISK FACTORS
Investing in our securities involves a high degree of risk. You should
consider carefully the information under the caption "Risk Factors" in
deciding whether to purchase the securities offered under this prospectus.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements. These forward-looking
statements are not historical facts but rather are based on current
expectations, estimates and projections about our industry, our beliefs and
our assumptions. Words such as "anticipates", "expects", "intends", "plans",
"believes", "seeks" and "estimates", and variations of these words and
similar expressions, are intended to identify forward-looking statements.
These statements are not guarantees of future performance and are subject to
risks, uncertainties and other factors, some of which are beyond our control,
are difficult to predict and could cause actual results to differ materially
from those expressed, implied or forecasted in the forward-looking
statements. In addition, the forward-looking events discussed in this
prospectus might not occur. These risks and uncertainties include, among
others, those described in "Risk Factors" and elsewhere in this prospectus.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which reflect our management's view only as of the date of this
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prospectus. Except as required by law, we undertake no obligation to update
any forward-looking statement, whether as a result of new information, future
events or otherwise.
RISK FACTORS
YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW AND ALL OTHER
INFORMATION CONTAINED IN THIS PROSPECTUS BEFORE MAKING AN INVESTMENT
DECISION.
We have no operating history and have not proved we can operate successfully.
If we fail, your investment in our common stock will become worthless.
If we sell only a small amount in this offering, we will only be able to fund
limited activity that may be insufficient to generate revenue in amounts that
would avoid material adverse consequences to the Company.
Our opinion from our independent certified public accountant has an
explanatory paragraph that states that ".The Company is in its start-up phase
and has no operating history. The Company presently does not have sufficient
liquid assets to finance its anticipated funding needs and obligations. If
fundraising activities are not successfully completed, the Company may not be
able to meet its obligations as they become due and, accordingly, may not be
able to continue its business operations as presently anticipated." This
means that we do not have sufficient capital resources to operate in a manner
similar to other companies in our industry. The risk to you should you
purchase common stock in this offering is that if we do not raise sufficient
capital and do not continue operations, it is likely the amount you could
sell your common stock purchased in this offering for will be lower than the
amount you paid for it.
We rely on our president, Mr. Morris Diamond, and our secretary, Ms. Shirley
Diamond. Since we have no other employees, if we lose their services, we
will cease operations causing your investment to be worthless.
We depend upon the continued services of our two executive officers. Since we
have no other executive officers and no capital with which to attract others
at this time, the loss of their services could cause our company to go
dormant or to close down, which would cause the value of your common stock
purchased in this offering to become worthless.
We do not currently maintain "key-man" life insurance on our executive
officers, and there is no contract in place assuring their services for any
length of time.
Our officers have no experience in operating a trucking company and the
limitations imposed by the absence of other experienced staff could cause our
company to fail in its business.
We rely on our officers to start and operate our company even though we have
no commitments for trucking contracts or franchisee commitments and may not
be able to generate such contracts or commitments in the future. If we are
unable to generate such contracts or commitments, the value of your
investment may decline or become totally worthless.
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We expect to expend significant time and effort in expanding our business,
including the potential for acquiring other businesses. This growth may
place a significant strain on our resources. We cannot be certain that our
systems, procedures and controls will be adequate to support our operations
as they expand. Any future growth also will impose significant additional
responsibilities on members of our management, including the need to
identify, recruit and integrate new senior level managers and executives. We
cannot be certain that we can identify and retain such additional managers
and executives. As a result, we cannot assure you that we will be able to
expand our business or manage any future growth effectively and profitably.
Having no operating history makes it difficult to evaluate our business and
forecast our future operating results. We have not proved that we can market
so as to originate trucking contracts, franchise agreements or acquire
certain small motor carriers and then provide service satisfactorily to
implement our plan of operations. Our cash flow will be dependent on the
successful implementation of procedures to originate and service trucking
contracts, franchise agreements and acquire certain small motor carriers; if
these procedures are not implemented properly, the business could suffer from
poor cash flow which will cause the value of your investment in our common
stock to decline or become worthless.
When we enter into trucking contracts, we may do so at fixed rates. If fuel
costs rise in the market in general, that could mean we could encounter the
situation where the upward movement of fuel prices would result in lower or
negative profitability. This could cause the value of your investment to
decline.
Federal and state authorities have from time to time asserted that
independent contractors in the transportation industry are employees rather
than independent contractors. Where independent contractors are used,
Federal and state authorities could challenge this position. Furthermore,
laws, including tax laws, and interpretations of various laws, may change.
If we were required to pay for and administer added benefits to independent
contractors, our operating costs could substantially increase.
We anticipate that drivers may be involved in accidents from time to time.
We currently carry no liability insurance. However, as operations commence,
we will seek to obtain coverage of $1,000,000 for each accident (subject to
applicable deductibles) with umbrella coverage up to $25 million. We cannot
guarantee that claims against us will not exceed the amount of coverage.
Were there to be an adverse trend in the frequency or severity of accidents,
liability claims or workers compensation claims against us, or unfavorable
resolutions of those claims, our operating results could be materially
adversely affected. Significant increases in insurance costs could reduce
our profitability.
We believe that the market for our services is highly competitive. Price
competition is often intense, especially in the market for basic delivery
services. We will be competing with a large number of other transportation
service entities. While we believe that we can compete effectively with
these other entities, we cannot guarantee that we will be able to maintain
our competitive position in our principal markets.
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Our delivery operations are subject to various state, local and federal
regulations that in many instances require permits and licenses. Our failure
to maintain required permits or licenses or to comply with these laws and
regulations could subject us to substantial fines or could lead to the
revocation of our authority to conduct certain of our operations.
Competition for drivers is intense within the trucking industry. We may
experience difficulty attracting and retaining qualified drivers and owner-
operators. This would result in a reduced level of service and our ability
to obtain new business. We may incur significant expenses in recruiting,
marketing and training new employees.
The trucking industry is subject to possible regulatory and legislative
changes, such as increasingly stringent environmental regulations or limits
on vehicle weight and size, that may require changes in operating practices
and increase the cost of providing truckload services. In addition, rules
proposed by the Federal Highway Administration governing registration to
operate by interstate motor carriers, if adopted, may require us to
reregister to conduct interstate motor carrier operations and therefore,
could negatively affect our business and operating results.
Unions such as the International Brotherhood of Teamsters and its locals have
traditionally been active in the U.S. trucking industry. We anticipate that
if we have any employees they may be subject to union organization efforts
from time to time, and we could be subject to future unionization efforts as
our operations expand. Unionization of any of our workforce could result in
higher employee compensation and working condition demands that could
increase our operating costs or constrain its operating flexibility.
Our transportation services could involve the handling, transportation,
storage, and disposal of bulk liquid chemicals, many of which are classified
as hazardous materials, hazardous substances, or hazardous wastes. Stored
diesel fuel and other petroleum products at terminals are subject to
environmental, health and safety laws and regulation by U.S. federal, state,
and local government authorities. Environmental laws and regulations are
complex, change frequently and have tended to become more stringent over
time. Changes in such laws and regulations could impose significant costs on
our operations and reduce profitability.
There has been no public market for our common shares. We cannot assure you
that an active trading market will develop or be sustained after this
offering. You may not be able to resell your shares at or above the initial
public offering price. The initial public offering price has been determined
arbitrarily and may not be indicative of the market price for our common
shares after this offering.
The stock market has from time to time experienced significant price and
volume fluctuations that may be related or unrelated to the operating
performance of particular companies. These broad market fluctuations may
adversely affect the market price of our stock if a market develops. In
addition, the market price of our stock may be highly volatile. Factors such
as a small market float, fluctuations in our operating results, failure to
meet analysts' expectations, announcements of major developments by us or our
competitors, developments with respect to our markets, changes in stock
market analyst recommendations, if any, regarding us, our competitors or the
industry generally, and general market conditions may have a significant
effect on the market price of our stock.
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If a market develops for our common stock, our common stock would, most
likely, be subject to rules promulgated by the SEC relating to "penny
stocks," which apply to non-NASDAQ companies whose stock trades at less than
$5.00 per share or whose tangible net worth is less than $2,000,000. These
rules require brokers who sell "penny stocks" to persons other than
established customers and "accredited investors" to complete certain
documentation, make suitability inquiries of investors, and provide investors
with certain information concerning the risks of trading in the security.
These rules may discourage or restrict the ability of brokers to sell our
common stock and may affect the secondary market for the common stock.
DILUTION
If you purchase the common stock, you will experience an immediate and
substantial dilution in the pro forma net tangible book value of the common
stock from the initial offering price.
"Dilution" represents the difference between the public offering price per
share of common stock and the adjusted pro forma net tangible book value per
share of common stock immediately after the completion of this offering.
Dilution arises mainly from an arbitrary decision by EZEE Rider about the
offering price per share of common stock. In this offering, the level of
dilution will be increased as a result of EZEE Rider's low net tangible book
value before this offering.
The following table illustrates the anticipated dilution of a new investor's
equity in a share of common stock at different amounts of success with this
offering, based on our net tangible book value at August 31, 2000:
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25% SOLD 50% SOLD 100% SOLD
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Offering price per share of common stock $ 0.50 $ 0.50 $ 0.50
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Net tangible book value per common share before offering $ 0.01 $ 0.01 $ 0.01
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Increase per share attributable to new investors $ 0.15 $ 0.22 $ 0.31
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Pro forma net tangible book value per common share after offering $ 0.15 $ 0.23 $ 0.31
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Dilution per common share to new investors $ 0.35 $ 0.27 $ 0.19
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Percentage dilution 69% 54% 37%
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The following table sets forth, as of August 31, 2000, after giving effect to
the sale of 25%, 50%, and 100% of the offering, a comparison of the
respective investment and equity of the current shareholders and investors
purchasing shares in this offering.
25% OF OFFERING SOLD
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SHARES PURCHASED TOTAL CONSIDERATION AVERAGE
------------------------------------------ ------------------------------- ------------------------------ PRICE PER
NUMBER PERCENT AMOUNT PERCENT SHARE
------------------------------------------ --------------- --------------- -------------- --------------- -------------
Existing shareholders 960,000 79% $ 9,600 7% $0.01
- ----------------------------------------- --------------- --------------- -------------- --------------- -------------
New investors 250,000 21% 125,000 93% $0.50
- ----------------------------------------- --------------- --------------- -------------- --------------- -------------
Total 1,210,000 100% $ 134,600 100%
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50% OF OFFERING SOLD
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SHARES PURCHASED TOTAL CONSIDERATION AVERAGE
------------------------------------------ ------------------------------- ------------------------------ PRICE PER
NUMBER PERCENT AMOUNT PERCENT SHARE
------------------------------------------ --------------- --------------- -------------- --------------- -------------
Existing shareholders 960,000 66% $ 9,600 4% $0.01
- ----------------------------------------- --------------- --------------- -------------- --------------- -------------
New investors 500,000 34% 250,000 96% $0.50
- ----------------------------------------- --------------- --------------- -------------- --------------- -------------
Total 1,460,000 100% $ 259,600 100%
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100% OF OFFERING SOLD<TABLE>
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SHARES PURCHASED TOTAL CONSIDERATION AVERAGE
------------------------------------------ ------------------------------- ------------------------------ PRICE PER
NUMBER PERCENT AMOUNT PERCENT SHARE
------------------------------------------ --------------- --------------- -------------- --------------- -------------
Existing shareholders 960,000 49% $ 9,600 2% $0.01
- ----------------------------------------- --------------- --------------- -------------- --------------- -------------
New investors 1,000,000 51% 500,000 98% $0.50
- ----------------------------------------- --------------- --------------- -------------- --------------- -------------
Total 1,960,000 100% $ 509,600 100%
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DIVIDEND POLICY
To date, we have not declared or paid any dividends on our common stock. We
do not intend to declare or pay any dividends on our common stock in the
foreseeable future, but rather to retain any earnings to finance the growth
of our business. Any future determination to pay dividends will be at the
discretion of our Board of Directors and will depend on our results of
operations, financial condition, contractual and legal restrictions and other
factors it deems relevant.
USE OF PROCEEDS
If we sell all of the shares being offered, our net proceeds are estimated to
be $390,000 after expenses of $60,000 and a 10% selling commission on all of
the shares. To the extent that we sell more shares without using the services
of a placement agent, the net proceeds will be increased. We intend to use
the net proceeds, along with any other financing sources that may become
available to us, to support our anticipated growth over the next twelve
months. We expect to experience negative cash flow from operations for at
least the next six months.
We expect that our cash requirements will exist principally in the following
areas and, based upon the level of success we achieve in this offering, we
anticipate using the proceeds from this offering as follows:
Level of Success in this Offering:
25% 50% 100%
--- --- ----
Marketing and Sales $15,000 $30,000 $60,000
Office Space 10,000 12,500 15,000
Computer Equipment 15,000 20,000 25,000
Acquisitions and Franchise Development 10,000 75,000 200,000
Working Capital 20,500 34,500 90,000
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Total - $70,500 $172,000 $390,000
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The amount and timing of any of the above expenses will depend on various
factors, including rates of business growth, specific technology, capital
equipment and other requirements imposed by our customers and opportunities
presented to us.
Our total capital requirements over the next several years are likely to be
substantially more than the anticipated offering proceeds. However, assuming
that we are able to sell all of the shares of stock we are offering, we
believe the net proceeds of this offering will be sufficient to fund our
operations for at least the next twelve months. Any changes in proposed
expenditures will be made at the discretion of EZEE Rider's board of
directors.
Pending such uses, we intend to invest the proceeds from this offering in
short term, investment-grade, and interest bearing securities.
SUMMARY FINANCIAL DATA
The following table sets forth certain of our summary financial information.
This information should be read in conjunction with the financial statements
and notes thereto appearing elsewhere in this prospectus. Interim results may
not be indicative of the results of operations to be expected for a full
fiscal year.
Balance Sheet: August 31, 2000
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Working Capital $5,487
Total Assets $6,900
Total Liabilities $1,513
Stockholders' Equity $5,387
From July 12,2000
(date of
Statement of Operations: inception)
---------------------------------------------------
Revenue $ -
Operating Expense $ -
Operating Income (Loss) $ -
Other Expenses $ 1,513
Net Income (Loss) $(1,513)
PLAN OF OPERATIONS
Following is our plan of operations based upon the amount of capital we raise
in this offering. We intend to engage in the business of amalgamating the
transportation capacity of small motor carriers. See "Description of
Business". In order to operate, we must have capital to fund the marketing
and infrastructure (computer equipment, office space, and general overhead)
necessary to originate contracts with small motor carriers as a means to
amalgamate the transportation capacity collectively at their disposal.
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Assuming we raise 25% of the total amount in this offering, we believe we
will be able to finance our planned operations without having to raise any
additional cash in the next four to five months. If we only raise 25% of the
total amount in this offering, our growth will be slow since we will limited
in our ability to develop the necessary infrastructure and pay salaries until
such time as we are generating and collecting revenue from transportation
contracts. No such contracts are in place as of the date of this prospectus.
Assuming we raise 50% of the total in this offering, we believe we will be
able to finance our planned operations for nine to ten months without having
to raise additional cash. We will purchase some hardware and software unique
to servicing the transportation contracts, and use most of the funds raised
in this offering to start some professional marketing and execute our plan of
growing through franchises and acquisitions.
Assuming we raise the total amount in this offering, we believe we will be
able to finance our planned operations without having to raise any additional
cash in the next 12 months. With the net cash proceeds from this offering,
we will purchase sufficient hardware and software unique to servicing the
transportation contracts to enable execution of our business plan, and use a
substantial portion of the funds raised to initiate and maintain professional
marketing and execute our plan of growing through franchises and
acquisitions.
DESCRIPTION OF BUSINESS
GENERAL
EZEE Rider Corp. is a corporation that was organized under the laws of the
State of Delaware in July 2000. The Company was formed for the purpose of
becoming a transportation freight amalgamator for the hauling of freight by
small motor carriers with its sole office located in Rochester, New York.
We intend to evolve our business to amalgamate the transport capacity of
numerous small common and contract general commodities motor freight carriers
in the 48 contiguous United States.
PLAN OF OPERATION
Our plan of operation for the twelve months following the commencement of
this offering will be to amalgamate the transportation services of small to
medium-size, privately owned, locally operated, moving and storage companies.
To achieve this objective, we will pursue a dual strategy of purchasing and
franchising (co-branding) services with such entities.
In the case of purchases, our intention is to issue shares of our stock in
connection with the business combination. However, we anticipate there will
be significant working capital requirements to support the newly acquired
business with the introduction of the Company's strategy. The requirements
could range from 120 - 180 days of expenses for the acquired company.
In the case of franchises, we will charge a fee based on the value of the
services provided to the franchisee, which are expected to be less than the
current level of expenses for the franchisees, based on the benefits of
leveraging economies of scale.
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In either case, our goal will be to ultimately create a national identity as
a motor carrier and to consolidate fragmented and cost-inefficient
transportation capacity to optimize profit margins associated with the
services provided by small motor carriers. Whether purchased or franchised,
transporters will all operate under the Company's "EZEE Rider" identity.
Although these strategies have been formulated, they have not yet been
reduced to a formal set of written procedures.
Management believes that amalgamating freight capacity is an attractive
option to traditional marketing by a fragmented industry comprising small
motor carriers. We believe the benefits of our contracts include:
? Use of equipment: The process of amalgamating the freight capacity of
small motor carriers should provide for a greater and more balanced
utilization factor in the use of the transportation equipment. The
increased efficiency of the equipment use and the decreased need for
standby transportation capacity should create the opportunity for
significant rate reductions and increased profitability. Standby capacity
refers to the amount of transportation capacity that is excess to normal
operations. This standby capacity is created primarily to service peak or
other abnormal demands for transportation. Typically, unaffiliated small
motor carriers do not coordinate their transportation loading requirements
to provide mutual backup in such situations; rather they individually
create standby capacity to service the peak demands.
? Conservation of capital: Decreasing the need for standby transport
capacity among small fragmented motor carriers should decrease the related
capital commitments; accordingly, less money is tied up in equipment costs
and available to be employed elsewhere or returned to investors.
? Easier cash flow forecasting: Balancing and utilization of the
transportation equipment should also result in an improved capability to
predict and manage the cash flow related to the equipment use and create
additional opportunity for significant rate reductions and increased
profitability.
Servicing the trucking contracts involves establishing a freight
transportation schedule, dispatching trucks, coordinating delivery,
collecting the payments, and settling with the freight carrier. The main
objectives in this area are to ensure the efficient scheduling and transport
of goods and materials and to insure payments are collected on time.
Servicing trucking contracts is software driven. The primary costs are borne
on the front-end.
We intend to develop a proprietary computer system to monitor and control the
operations, scheduling, reporting, compliance, billing, collection and other
operational aspects of the business. This system would be available to
franchisees and affiliates. The system is envisioned as a computer-based
system which would be networked among all participating motor carriers and
provide real-time updates of key data.
We anticipate being able to secure a line of credit following the raising of
funds in this offering. However there are no existing commitments for any
credit, and if our stock is not sold, there are no assurances we will be able
to secure a line of credit.
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As we have recently been organized, there exists no historical operating
performance and no track record of freight amalgamation on the Company's
part.
ACQUISTIONS AND FRANCHISES
Each of the small motor carriers which the Company would amalgamate would be
a licensed carrier with the U. S. Department of Transportation in various
states and our business would be dependent their upon maintaining such
operating authority.
The prototype small motor carrier envisioned for our program is typically an
independent trucking company with fewer than 10 trucks and 50 employees.
Exclusive of the capital cost of the trucks, the estimated cost required to
operate such an organization is from $4.0 to $7.0 million, annually. We
believe as much as $800 thousand of such cost is related to indirect
administrative cost. We believe elimination, or sharp reduction, of such
costs can create the potential for significant improvement of profitability.
To realize these cost savings, we will invest in computer equipment and
software to create an intranet communication and control system to be used
among our affiliated providers (company-owned and franchised) to monitor and
control the operations, scheduling, reporting, compliance, billing,
collection and other operational aspects of the business.
As our franchise program (described above) evolves, management anticipates
royalty rates to range from 6% to 7.5% of gross revenues and an initial
franchise fee of $25,000. In addition, the franchisee would be required to
participate in an advertising program, 15% of which would be paid into the
national advertising fund and 85% spent locally. We anticipate the standard
franchise agreement to have an initial term of ten years and provide for
five-year renewal options.
We are also considering a program under which qualified franchisees would be
eligible to have their royalty rate reduced if they satisfy certain criteria.
Under this approach, franchisees are provided with an incentive to purchase
additional franchises. Any franchisee who has successfully operated under
our program for at least one year would be charged a reduced initial
franchise fee for subsequent franchises, provided certain conditions are met.
Upon non-renewal and transfer of a franchise, EZEE Rider would have the first
right to purchase the operating assets. In certain situations, we could
repurchase franchise rights. The decision to repurchase would be made solely
at management's discretion and would not be a contractual obligation.
We are also considering the feasibility of master franchise agreements to
develop broader regional markets at a more aggressive pace. If implemented,
the master franchisee would pay a license fee and would be required to
develop EZEE Rider transportation centers in accordance with an agreed upon
schedule within the defined area.
MARKET
Management believes consolidation in the trucking industry allows for low
barriers of entry. Principally, the market for contracts among fragmented
motor carriers is broad. We believe there are literally thousands of small
providers of freight and brokerage services. The size of these organizations
12
<PAGE>
ranges from individual agents and representatives to full service freight
brokers. We also believe the small fragmented motor carriers are having the
most difficulty with infrastructure issues such as load dispatching,
licensing, billing, collection, and other administrative services.
We will initially transact business in the western portion of the State of
New York. That area is our initial market area because that is where our
president, Morris Diamond, has most of his contacts and where we believe it
will be most cost efficient to develop freight contracts.
The trucking industry is a deregulated industry and has become much more
widely competitive in the recent past as more and more small motor carriers
have commenced operations. The result is a very fragmented industry because
there are a large number of companies, both big and small, which service
different segments of the market. Some specialize in particular products, for
example, automobiles or refrigerated goods. Any company with funds can set up
an operation to provide transport, but we believe the keys are:
? being able to attract desirable transportation contracts and qualify them;
and
? delivering transport services so that a profit is made.
MARKETING
We, as a company, will initially market our concept of amalgamating the
transportation capacity of small motor carriers that are available from
existing relationships through our President. Next, we intend to utilize a
marketing campaign to broaden the scope of services and generate additional
new business.
As we grow, our marketing is planned to be through a centralized management
team that will market, document, and service the transportation contracts.
Through centralization, efficiencies and consistency in delivery of services
can be achieved.
Our marketing objectives at the retail level are to create identity, increase
sales, and enhance customers' experiences and retention. Our initial plan
includes targeted marketing programs designed to reach local segments of key
markets.
COMPETITION
The transportation industry is highly competitive. EZEE Rider will be in
direct competition with other motor freight carriers, including many
companies that are significantly larger than EZEE Rider. Direct competitors
range from small independent to large nationally based motor carriers.
Management believes the principal competitive factors in the markets intended
to be serviced are location, name recognition, reputation, quality of service
and price. We intend to compete with these other carriers by attempting to
provide better and more timely service, and by targeting major shippers
situated in underserved territories.
13
<PAGE>
GOVERNMENT REGULATION
Our intended operations will be subject to federal, state and international
laws and regulations, including the regulations of the Federal Trade
Commission as well as similar authorities in individual states, in connection
with the offer, sale and termination of franchises and the regulation of the
franchisor/franchisee relationship. From time to time, we may experience
periods during which sales are restricted while we register updates of our
disclosure materials with various states. Such delays could affect our
ability to offer and sell franchises.
We do not expect nor have we encountered any material effect from the
discharge of materials, environmental agencies, capital expenditures for
environmental control facilities. We do not intend to store any quantities
of oils and fluids. However, EZEE Rider or its franchisees may become
subject to various federal, state and local environmental laws and
regulations dealing with the transportation, storage, presence, use, disposal
and handling of hazardous materials and hazardous wastes. If any such
substances were improperly transported, released or improperly stored on any
of EZEE Rider's property or the property of any franchisee, including leased
properties, or if we were found to be in violation of applicable
environmental laws and regulations, we could be responsible for clean-up
costs, property damage and fines or other penalties, any one of which could
have a material adverse effect on our financial condition and results of
operations.
Our delivery operations are expected to be subject to various state, local
and federal regulations that in many instances require permits and licenses.
Our failure to maintain required permits or licenses or to comply with these
laws and regulations could subject us to substantial fines or could lead to
the revocation of our authority to conduct certain of our operations.
EMPLOYEES
The Company does not currently have any employees, consultants or independent
contractors. We expect to hire other personnel as necessary for sales and
marketing, and administration. The Company is intended to be a non-union
organization, however, should any segment of the employee base of acquired or
franchisee companies be represented in a collective bargaining process, work
interruptions may be threatened or result which could cause cessation of
operations with a corresponding adverse financial impact.
As of the date of this prospectus, we have no paid employees. Employees will
be added only as necessary due to contract volume and work load.
DESCRIPTION OF PROPERTY
As of the date of this prospectus, we have no properties and have no
agreements to acquire any properties. We currently use the offices of Mr.
Diamond, 2541 Monroe Avenue, Suite 304, Rochester, NY 14618, at no cost to
EZEE Rider. Mr. Diamond has agreed to continue this arrangement until we
begin operations.
When operations commence, our need for office space will likely increase and
we intend to lease such space as needed. A portion of the proceeds from this
offering have been allocated to leasing office space once operations are
commenced (see "Use of Proceeds").
14
<PAGE>
MANAGEMENT OF THE COMPANY
The directors and officers of EZEE Rider, their ages and principal positions
are as follows:
Name and address Age Position with the Company
------------------------------- --- ----------------------------------
Morris Diamond 80 President and Director
2541 Monroe Avenue-Suite 301
Rochester, NY 14618
Ms. Shirley Diamond 77 Secretary and Director
2541 Monroe Avenue-Suite 301
Rochester, NY 14618
Mr. Martin L. Osber 60 Director
221 Chartwell Court
Rochester, NY 14618
Ms Shirley Diamond and Mr. Morris Diamond may be deemed to be "promoters" and
"control persons" of the Company, as that term in defined in the Securities
Act of 1933.
Morris Diamond has served as the President since the formation of EZEE Rider
in July 2000. He is also the Chief Operating Officer of Southward
Investments, LLC, a major shareholder - see "Principal Shareholders".
For the past five years, Mr. Diamond has been a self-employed business
consultant, acting as a sole proprietor, extensively involved in business
formation, mergers and acquisitions.
He has attended four years of college level courses at the Rochester
Institute of Technology, located in Rochester, New York. Mr. Diamond does
not have an undergraduate degree.
Initially, Mr. Diamond will not spend full time on the activities of EZEE
Rider since his current activities would take up some of his time. These
activities include the financial and management consulting responsibilities
he performs at this time. He can devote more and more time to the activities
of EZEE Rider as time goes on since the financial and management consulting
can be cut back. Initially, he expects to spend 10 hours per week and
increase that weekly time as our activities increase. Mr. Diamond is
prepared to devote himself full time to the success of our plan of business
as the growth potential develops.
Mr. Diamond is the husband of Ms. Shirley Diamond.
Ms. Shirley Diamond has been the President of Tramdot Development
Corporation, a privately held company, for the past twenty years. Her
responsibilities include day to day oversight of the company's operation. In
the past, Tramdot Development Corporation has constructed and operated
shopping centers. Such shopping centers have since been sold. Tramdot
Development Corporation currently owns and operates a commercial warehouse.
Ms. Diamond is the wife of Mr. Morris Diamond.
15
<PAGE>
Mr. Martin L. Osber has over 35 years of small business management and
consulting experience with emphasis in the fields of new business
development, tax auditing and planning, and financial negotiation. For the
past ten years, he has served as a consultant and financial manager for a
variety of small and medium-sized businesses. From 1978 to 1990 he was
President of Gersh Electrical Supplies, Inc. of Geneva, New York. From 1975
to 1978, Mr Osber served as Controller of Townhomes of Eastbrook Corporation,
Rochester, New York. He was president of Papagallo of Rochester, Inc., a
retailer of womens' apparel and footwear, from 1969 to 1975. Prior to 1969,
Mr. Osber served as an accountant for Rochester, New York based independent
public accounting firms. Mr. Osber received his Bachelor of Science degree
in Accounting from Syracuse University in 1962.
DIRECTORS AND EXECUTIVE COMPENSATION
Our officers and directors have received no compensation and we have no
employment contracts with any of our officers and directors.
As of the date of this prospectus, there are no plans to pay any remuneration
to our officers and directors. However, officers and directors may be
reimbursed for out-of-pocket expenses. When we have funds and/or revenue,
the Board of Directors will determine any remuneration at that time. A
portion of the proceeds from this offering have been allocated to salaries
once operations are commenced (see "Use of Proceeds").
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table lists the persons who, at the date hereof, own of
record or beneficially, directly or indirectly, more than 5% of the
outstanding Common Stock of EZEE Rider, and all our officers and directors:
Name and Address Amount owned
Title of Owner before offering Percent(1)
-------------- ----------------- ----------------- ---------
Common shares Mr. Morris Diamond(2,3) 680,000 70.8%
Common shares Ms. Shirley Diamond(2,4) 350,000 36.5%
Common shares Mr. Martin L. Osber 20,000 2.1%
Common shares All Officers and 730,000 76.0%
Directors as a
group (3 persons)
Common shares Southward Investments, 360,000 37.5%
LLC. (3)
2541 Monroe Avenue
Suite 301
Rochester, NY 14618
Common shares Michael Diamond (5) 50,000 5.2%
3242 80th Avenue SE
Mercer Island, WA 98040
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<PAGE>
Common shares Rachelle Sukenik (5) 50,000 5.2%
46 Moriah
NOF Ayalon, D.N Shimshon
Israel 99784
Common shares Suzanne Luxenberg (6) 50,000 5.2%
20 Castlebar Road
Rochester, NY 14610
Common shares Chabad Center 50,000 5.2%
1027 South Winton Road
Rochester, NY 14618
Common shares ORA Academy 50,000 5.2%
600 East Avenue
Rochester, NY 14617
(1) Based on 960,000 shares of common stock outstanding prior to this
offering.
(2) Includes benefical ownership of 320,000 shares of common stock, shown
both for Mr. Morris and Ms. Shirley Diamond, comprised of children,
grandchildren and in-laws, as follows:
Rachelle Sukenik 50,000 Michael Diamond 50,000
Stephanie Luxenberg 20,000 Suzanne Luxenberg 50,000
Mahalia Diamond 20,000 Jessica Diamond 20,000
Yosef Sukenik 20,000 Shraga Sukenik 20,000
David Sukenik 20,000 Shira Hershoff 20,000
Alice Safier 30,000
(3) Includes 360,000 shares of Southward Investments, LLC, for which Mr.
Diamond is the Chief Operating Officer.
(4) Includes 30,000 shares of Tramdot Development Corporation, for which Ms.
Diamond is the President.
(5) Owner is a child of Mr. Morris and Ms. Shirley Diamond.
(6) Owner is a grandchild of Mr. Morris and Ms. Shirley Diamond.
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
As of the date of this prospectus, there have been no transactions and there
are no proposed transactions, whether direct or indirect, with any of the
following:
? a director or officer of EZEE Rider;
? any principal security holder;
? any promoter of EZEE Rider; or
? any relative or spouse, or relative of such spouse, of the above
referenced persons.
17
<PAGE>
DESCRIPTION OF SECURITIES
EZEE Rider is authorized to issue of up to 20,000,000 common shares, $.001
par value per share. There are no other classes of stock. The following
summary does not purport to be complete. You may wish to refer to our
Articles of Incorporation and Bylaws, copies of which are available for
inspection. None of the holders of our capital stock has preemptive rights or
a right to cumulative voting.
As of November 22, 2000, there were 960,000 shares of common stock issued and
outstanding. The board of directors may issue additional shares of common
stock without the consent of the common stockholders.
VOTING RIGHTS. Each outstanding share of common stock is entitled to one
vote. The common stockholders do not have cumulative voting rights, which
means that the holders of more than 50% of such outstanding shares voting for
the election of directors can elect all of the directors to be elected, if
they so choose.
NO PREEMPTIVE RIGHTS. Holders of common stock are not entitled to any
preemptive rights.
DIVIDENDS AND DISTRIBUTIONS. Holders of common stock are entitled to receive
such dividends as may be declared by the directors out of funds legally
available for dividends and to share pro-rata in any distributions to holders
of common stock upon liquidation or otherwise. However, we have never paid
cash dividends on our common stock, and do not expect to pay such dividends
in the foreseeable future.
CAPITALIZATION. The following table sets forth our capitalization as of
August 31, 2000. Our capitalization is presented on an actual basis and on a
pro forma basis to give effect to net proceeds from the sale of 25%, 50%,
and 100% of the number of shares (1,000,000) we plan to sell in this
offering.
<TABLE>
<C> <S> <S> <S> <S>
Assuming Assuming Assuming
Actual 25% of 50% of 100% of
August 31, 2000 Offering Offering Offering
--------------- ---------- ---------- ----------
Stockholders' equity
Common Stock, $0.001 par value;
20,000,000 shares authorized; $ 690 $ 940 $ 1,190 $ 1,690
Additional Paid In Capital 6,210 76,460 177,710 395,210
Retained deficit (1,513) (1,513) (1,513) (1,513)
--------------- ---------- ---------- ----------
Total Stockholders' Equity $ 5,387 $ 75,887 $ 177,387 $ 395,387
=============== ========== ========== ==========
</TABLE>
PLAN OF DISTRIBUTION
We are acting as the general selling agent with respect to the common stock
being offered at a price of $0.50 per share. We may enter into agreements
with securities broker-dealers, who are members of the NASD, so that broker-
dealers who will be involved in the sale of the shares will be paid a
commission of up to ten percent by us. No broker-dealer has agreed to
participate in this offering as of the date of this prospectus. The NASD must
18
<PAGE>
first approve the arrangements with any broker-dealers that will participate
in the distribution of this offering. In addition, our officers and directors
may also be involved in the sale of the shares but will not receive any sales
commission or other remuneration. This distribution will not involve any
reallocations between NASD members and non-members. We do not intend to
register as a broker-dealer under Section 15 of the Exchange Act. Section 15
requires persons "in the business" of selling securities to register as
broker-dealers. We do not believe that we are "in the business" of selling
securities.
We may provide any sales agent or broker-dealer with a list of persons whom
we believe may be interested in purchasing shares in this offering. The sales
agent or broker-dealer may sell a portion of the shares to any such person if
he resides in a state where the shares can be sold and where the sales agent
or broker-dealer can sell the shares. No sales agent or broker-dealer is
obligated to sell any shares to any such person and will do so only to the
extent that such sales would not be inconsistent with the public distribution
of the shares. We are unaware of any person, including any affiliate, who
intends to finance any portion of the purchase price of the shares to be
acquired in this offering. It is not intended that the proceeds from this
offering will be used, directly or indirectly, to enable anyone to purchase
shares.
METHOD OF SUBSCRIBING
You may subscribe by completing and delivering our form of subscription
agreement to us. The subscription price of $0.50 per share must be paid by
check, bank draft, or postal or express money order payable in United States
dollars to the order of EZEE RIDER CORP.. Certificates for shares of common
stock subscribed for will be issued as soon as practicable after termination
of the offering. There is no minimum amount which must be purchased by a
subscriber.
EXPIRATION DATE
The subscription offer will expire ___________________ [90 days from the date
of this Prospectus] which period may be extended for an additional 90 days,
or on such earlier date as we shall determine in our discretion.
RIGHT TO REJECT
We reserve the right to reject any subscription in our sole discretion and to
withdraw this offer at any time prior to our acceptance of the subscriptions
received, if acceptance of a subscription would result in the violation of
any laws to which we are subject.
NO ESCROW
We have not established an escrow account and we are employing the funds as
they are being raised. THIS OFFERING IS NOT SUBJECT TO ANY MINIMUM
SUBSCRIPTION LEVEL, AND THEREFORE ANY FUNDS RECEIVED FROM A PURCHASER ARE
AVAILABLE TO US AND NEED NOT BE REFUNDED TO THE PURCHASER.
19
<PAGE>
TRANSFER AGENT
We will serve as our own transfer agent and registrar for the common stock
until such time as our registration on Form SB-1 is effective and then we
intend to retain American Registrar & Transfer Co., P.O. Box 1798, Salt Lake
City, UT 84110.
SEC POSITION ON INDEMNIFICATION
Our Bylaws provide that each officer and director of EZEE Rider shall be
indemnified by EZEE Rider against all costs and expenses actually and
necessarily incurred by him or her in connection with the defense of any
action, suit or proceeding in which he or she may be involved or to which he
or she may be made a party by reason of his or her being or having been such
director or officer, except in relation to matters as to which he or she has
been finally adjudged in such action , suit or proceeding to be liable for
negligence or misconduct in the performance of duty.
The indemnification provisions of our Bylaws diminish the potential rights of
action which might otherwise be available to shareholders by affording
indemnification against most damages and settlement amounts paid by a
director in connection with any shareholders derivative action. However,
there are no provisions limiting the right of a shareholder to enjoin a
director from taking actions in breach of his fiduciary duty, or to cause
EZEE Rider to rescind actions already taken, although as a practical matter
courts may be unwilling to grant such equitable remedies in circumstances in
which such actions have already been taken. Also, because EZEE Rider does not
presently have directors liability insurance and because there is no
assurance that we will procure such insurance or that if such insurance is
procured it will provide coverage to the extent directors would be
indemnified under the provisions, we may be forced to bear a portion or all
of the cost of the director's claims for indemnification under such
provisions. If we are forced to bear the costs for indemnification, the value
of our stock may be adversely affected. In the opinion of the Securities and
Exchange Commission, indemnification for liabilities arising under the
Securities Act of 1933 is contrary to public policy and, therefore, is
unenforceable.
LEGAL MATTERS
Certain matters relating to the legality of the Common Stock offered hereby
will be passed upon for us by Dill Dill Carr Stonbraker & Hutchings, P.C.,
455 Sherman Street, Suite 300, Denver, CO 80231
EXPERTS
The financial statements as of August 31, 2000, and for the fiscal period
from inception (July 12, 2000), of the Company included in this Prospectus
have been audited by Daniel J. Baier, CPA, P.C., independent certified public
accountant, as set forth in his report. The financial statements have been
included in reliance upon the authority of him as an expert in accounting and
auditing.
20
<PAGE>
AVAILABLE INFORMATION
EZEE Rider has not previously been subject to the reporting requirements of
the Securities and Exchange Commission ("Commission"). We have filed with
the Commission a registration statement on Form SB-1 under the Securities Act
with respect to the Securities offered hereby. This prospectus does not
contain all of the information set forth in the registration statement and
the exhibits and schedules thereto. For further information with respect to
us and our securities, you should review the registration statement and the
exhibits and schedules thereto. Statements made in this prospectus regarding
the contents of any contract or document filed as an exhibit to the
registration statement are not necessarily complete. You should review the
copy of such contract or document so filed.
You can inspect the registration statement and the exhibits and the schedules
thereto filed with the commission, without charge, at the office of the
Commission at Judiciary Plaza, 450 Fifth Street, NW, Washington, D.C. 20549.
You can also obtain copies of these materials from the public reference
section of the commission at 450 Fifth Street, NW, Washington, D.C. 20549, at
prescribed rates. You can obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. The Commission
maintains a web site on the Internet that contains reports, proxy and
information statements, and other information regarding issuers that file
electronically with the Commission at HTTP://WWW.SEC.GOV.
REPORTS TO STOCKHOLDERS
As a result of filing the registration statement, we will become subject to
the reporting requirements of the Exchange Act, and will be required to file
periodic reports, proxy statements, and other information with the
Commission. We will furnish our shareholders with annual reports containing
audited financial statements certified by independent public accountants
following the end of each fiscal year, and quarterly reports containing
unaudited financial information for the first three quarters of each fiscal
year following the end of such fiscal quarter.
21
<PAGE>
To the Shareholders of EZEE Rider Corp.
I have audited the accompanying balance sheet of EZEE Rider
Corp. as of August 31, 2000, and the related statements of
loss, cash flows and shareholders' equity for the period since
inception (July 12, 2000) then ended. These financial
statements are the responsibility of the Company's management.
My responsibility is to express an opinion on these financial
statements based on my audit.
I conducted my audit 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 audit provides 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 EZEE Rider Corp. as of August 31, 2000, and the
results of its operations and its cash flows for the period
since inception ended August 31, 2000 in conformity with
generally accepted accounting principles.
The Company is in its start-up phase and has no operating
history. The Company presently does not have sufficient liquid
assets to finance its anticipated funding needs and
obligations. If fundraising activities are not successfully
completed, the Company may not be able to meet its obligations
as they become due and, accordingly, may not be able to
continue its business operations as presently anticipated.
/s/ Daniel J. Baier
----------------------------
Daniel J. Baier, CPA, P.C.
Rochester, NY
September 20, 2000
22
<PAGE>
EZEE Rider Corp. - A Development Stage Company
Balance Sheet
August 31, 2000
Assets
Cash $ 6,900
-------
Total Assets $ 6,900
=======
Liabilities and Shareholder's Equity
Accounts Payable $ 1,413
Taxes Payable 100
-------
Liabilities 1,513
-------
Common Stock - $.001 Par Value
- 20,000,000 Shares Authorized
- 690,000 Shares Outstanding 690
Paid In Capital 6,210
Retained Deficit (1,513)
-------
Shareholder's Equity 5,387
-------
Total Liabilities and
Shareholder's Equity $ 6,900
=======
See Accompanying Footnotes to Financial Statements
23
<PAGE>
EZEE Rider Corp. - A Development Stage Company
Statement of Loss
from Inception (July 12, 2000)
to August 31, 2000
Revenue $ -
Expenses
Legal and Accounting Expense 1,400
Miscellaneous Expenses 13
Franchise Taxes 100
-------
Total Expenses 1,513
-------
Net Loss $(1,513)
=======
Shares of Common Stock
Outstanding 690,000
=======
(Loss) per Common Share $(0.002)
=======
See Accompanying Footnotes to Financial Statements
24
<PAGE>
EZEE Rider Corp. - A Development Stage Company
Statement of Cash Flows
from Inception (July 12, 2000)
to August 31, 2000
(Uses) / Sources of Cash
Operating Cash Flow
(Loss) for period $ (1,513)
Less- Accounts Payable 1,413
Less- Franchise Taxes Payable 100
-------
Net Cash Used By Operations -
-------
Financing
Sale of Common Stock 6,900
-------
Net Cash From Financing 6,900
-------
Increase In Cash 6,900
Cash - Beginning -
-------
Cash - Ending $ 6,900
=======
Cash Paid for Interest $ -
=======
Cash Paid for Income Taxes $ -
=======
See Accompanying Footnotes to Financial Statements
25
<PAGE>
EZEE Rider Corp. - A Development Stage Company
Statement of Shareholders' Equity
from Inception (July 12, 2000) to
August 31, 2000
<TABLE>
<C> <S> <S> <S> <S> <S>
Number of Shares Common Stock Paid In Capital Deficit Total
Balance at Inception
(July 12, 2000) - - - - -
Sale of Common Stock 690,000 $690 $6,210 $6,900
Deficit for the period
from Inception to
August 31, 2000 $(1,513) (1,513)
-------- ------- ------- -------- -------
Balance at August 31, 2000 690,000 $690 $6,210 $(1,513) $ 5,387
======== ======= ======= ======== =======
</TABLE>
See Accompanying Footnotes to Financial Statements
26
<PAGE>
EZEE Rider Corp. - A Development Stage Company
Footnotes to Financial Statements
August 31, 2000
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION:
The Company was formed for the purpose of becoming a transportation freight
amalgamator arranging for the hauling freight by other small motor carriers
with its sole office located in Rochester, New York.
The Company intends to evolve its business to amalgamate the transport
capacity of numerous small common and contract general commodities motor
freight carriers in the 48 contiguous United States. The Company presently
does not intend to operate its own tractors and trailers.
DEVELOPMENT STAGE OPERATIONS:
The Company is in its start-up phase and has no operating history. From
inception (July 12, 2000) to August 31, 2000, the Company has not
recognized any revenue; also, the Company has not capitalized any costs
associated with its start-up.
ESTIMATES:
Management uses estimates and assumptions in preparing financial statements.
These estimates and assumptions affect the reported amounts of assets and
liabilities, and the reported revenues and expenses. Actual results could
differ from those estimates.
COMPREHENSIVE NET INCOME/LOSS:
The Company's financial statements reflect no items comprising other
comprehensive income or loss as prescribed by Statement of Financial
Accounting Standard ("SFAS") No. 130 - Reporting Comprehensive Income.
Accordingly, the loss shown in the Statement of Loss is equivalent to the
comprehensive net loss.
LOSS PER COMMON SHARE:
The Company's basic and diluted loss per share are substantially equivalent
and are computed by dividing the net loss for the period by the average
number of common shares outstanding for the period. In light of the
Company's limited period since inception, the number of shares outstanding at
August 31, 2000 were deemed to be outstanding for the entire period for the
purpose of computing the loss per common share.
REVENUE RECOGNITION:
The Company has not recognized any revenue as it is in the early stage of its
start-up of operations.
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<PAGE>
CASH:
Cash consists of cash on deposit at a financial institution.
INCOME TAXES:
The Company has not recognized any provision for the tax benefits
associated with its loss from inception to August 31, 2000. Such loss may
be carried forward for tax-return purposes. However, the Company is unable
to predict the nature, timing and extent of near-term profitability;
accordingly the Company presently intends to recognize such carryforward
benefits when realized.
NOTE 2 - DEVELOPMENT STAGE OPERATIONS
The Company is in its start-up phase and has no operating history. The
Company's business is subject to most of the risks inherent in the
establishment of a new business enterprise. The likelihood of success of
the Company must be considered in light of the expenses, difficulties,
delays and unanticipated challenges encountered in connection with the
formation of a new business, raising operating and development capital, and
the marketing of a new product.
The Company presently does not have sufficient liquid assets to finance its
anticipated funding needs and obligations. If fundraising activities are
not successfully completed, the Company may not be able to meet its
obligations as they become due and, accordingly, may not be able to
continue its business operations as presently anticipated.
NOTE 3 - COMMON STOCK
The Company has a single class of Common Stock with a par value of $0.001
per share. There are 20 million shares authorized, and at August 31, 2000,
690,000 shares were issued and outstanding.
In September 2000, an additional 90,000 shares of Common Stock were issued
for aggregate proceeds of $ 900.
The Company has pending subscription agreements for 180,000 shares of stock
with expected aggregate proceeds of $1,800.
Of the total 960,000 shares of stock issued, or expected to be issued,
710,000 shares are attributable to related parties of the Company.
The shares of stock were issued without registration in reliance on an
exemption in federal securities laws that permits issuance of stock up to
$1 million without registration of the securities.
28
<PAGE>
[OUTSIDE BACK COVER PAGE]
No dealer, salesman or any other person has been authorized to give any
quotation or to make any representations in connection with the offering
described herein, other than those contained in this Prospectus. If given or
made, such other information or representation, must not be relied upon as
having been authorized by the Company or by any Underwriter. This Prospectus
does not constitute an offer to sell, or a solicitation of an otter to buy
any securities offered hereby in any jurisdiction to any person to whom it is
unlawful to make such an offer or solicitation in such jurisdiction.
DEALER PROSPECTUS DELIVERY OBLIGATION
Until ________________________ (90th day after the later of (1) the effective
date of the registration statement or (2) the first date on which the
securities are offered publicly), all dealers that effect transactions in
these securities, whether or not participating in this offering, may be
required to deliver a prospectus. This is in addition to the dealers'
obligation to deliver a prospectus when acting as underwriters and with
respect to their unsold allotments or subscriptions.
29
<PAGE>
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
Item 1. Indemnification of Directors and Officers
The General Corporation Law of the State of Delaware and our Bylaws permit
the Registrant to indemnify its officers and directors and certain other
persons against expenses in defense of a suit to which they are parties by
reason of such office, so long as the persons were not adjudged liable for
negligence or misconduct in the performance of their duties and that the
person believed that their conduct was in the corporation's best interests,
not opposed to the corporation's best interests, or unlawful. Indemnification
is not permitted in connection with a proceeding by or in the right of the
corporation in which the officer or director was adjudged liable to the
corporation, unless the court determines that in view of all the
circumstances indemnification is deemed proper.
Item 2. Other Expenses of Issuance and Distribution
All expenses, including all allocated general administrative and overhead
expenses, related to the offering or the organization of EZEE Rider will be
borne by EZEE Rider. The following table sets forth a reasonable itemized
statement of all anticipated out-of-pocket and overhead expenses (subject to
future contingencies) to be incurred in connection with the distribution of
the securities being registered, reflecting 25%, 50% and 100% of the amount
offered, respectively. All amounts are estimates.
<TABLE>
<C> <S> <S> <S>
Assuming Assuming Assuming
25% of 50% of 100% of
Offering Offering Offering
---------- ---------- ----------
SEC filing fee $ 150 $ 150 $ 150
NASD filing fee 550 550 550
Accounting fees and expenses 5,000 5,000 5,000
State registration fees 7,500 7,500 7,500
Legal fees and expenses 5,000 5,000 5,000
Transfer agent fees and expenses 3,000 3,000 3,000
Printing fees and expenses 10,000 17,500 22,000
Miscellaneous fees and expenses 10,800 14,300 16,800
---------- ---------- ----------
Expenses of Offering $ 42,000 $ 53,000 $ 60,000
========== ========== ==========
</TABLE>
Item 3. Undertakings
The 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; and
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 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
30
<PAGE>
prospectus filed with the Commission pursuant to Rule 424(b)) if, in the
aggregate, the changes in the volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer 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.
ITEM 4. Unregistered Securities Issued Or Sold Within One Year
In August through October 2000, the Company sold to 960,000 shares of common
stock for $.01 per share with aggregate proceeds of $9,600.
------------------------------------------------------------------------------
NUMBER DOLLAR REGISTRATION
PURCHASER OF SHARES AMOUNT ($) DATE EXEMPTION
---------- ------------- ---------- ---- ---------
Livingston Realty 30,000 $300 August, 2000 (1)
Rose Merzel 30,000 $300 August, 2000 (1)
Esther Meyer 20,000 $200 August, 2000 (1)
Jerome Miller 30,000 $300 August, 2000 (1)
ORA Academy 50,000 $500 August, 2000 (1)
Martin Osber 20,000 $200 August, 2000 (1)
Alice Safier 30,000 $300 August, 2000 (1)
Southward Investments, LLC 360,000 $3,600 August, 2000 (1)
Tramdot Development Corp. 30,000 $300 August, 2000 (1)
Chabad Center 50,000 $500 August, 2000 (1)
Shira Hershoff 20,000 $200 August, 2000 (1)
David Sukenik 20,000 $200 August, 2000 (1)
Rachelle Sukenik 50,000 $500 September, 2000 (1)
Yosef Sukenik 20,000 $200 September, 2000 (1)
Shraga Sukenik 20,000 $200 September, 2000 (1)
Michael Diamond 50,000 $500 October, 2000 (1)
Jessica Diamond 20,000 $200 October, 2000 (1)
Mahalia Diamond 20,000 $200 October, 2000 (1)
Amee Horowitz 20,000 $200 October, 2000 (1)
Stephanie Luxenberg 20,000 $200 October, 2000 (1)
Suzanne Luxenberg 50,000 $500 October, 2000 (1)
------------------------------------------------------------------------------
(1) Rule 504 of Regulation D under the Securities Act of 1933, as amended.
With respect to the sales of securities above, no underwriting commissions
or discounts were paid on these sales.
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<PAGE>
Item 5. Exhibits
The following Exhibits are filed as part of the Registration Statement:
Exhibit No. Identification of Exhibit
1.1 - Form of Selling Agent Agreement
2.1 - Articles of Incorporation
2.2 - By Laws
3.1 - Specimen Stock Certificate
4.1 - Form of Subscription Agreement
10.1 - Consent of Dill Dill Carr Stonbraker & Hutchings, P.C. (1)
10.2 - Consent of Daniel J. Baier, CPA, P.C.
11.1 - Opinion re Legality (1)
(1) Documents to be filed by amendment.
32
<PAGE>
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
the requirements for filing on Form SB-1 and authorizes this Registration
Statement to be signed on its behalf by the undersigned, in the City of
Rochester, State of New York, on the 21st day of November, 2000.
EZEE RIDER CORP.
By: /s/ Morris Diamond
-----------------------------
Morris Diamond, President (principal executive, financial,
and accounting officer)
/s/ Shirley Diamond
-----------------------------
Shirley Diamond, Secretary
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was been signed by the following persons in the
capacities and on the dates stated:
Signature Title Date
--------------------- --------------------- -------------
/s/ Morris Diamond Director November __, 2000
----------------
Morris Diamond
/s/ Shirley Diamond Director November __, 2000
----------------
Shirley Diamond
/s/ Martin L. Osber Director November __, 2000
----------------
Martin L. Osber
33
<PAGE>
Exhibit 1.1 - Form of Selling Agent Agreement
EZEE Rider Corp.
2541 Monroe Avenue, Suite 301
Rochester, New York
716-244-1870
SELLING AGENT AGREEMENT
_______________, 200__
Gentlemen:
We are offering for sale 1,000,000 Shares of common stock of EZEE Rider
Corp., a Delaware corporation (the "Company"), on a "best efforts, all or
none" basis. The Shares and the terms upon which they are to be offered for
sale are more particularly described in the enclosed Prospectus. We invite
your participation, as Selling Agent, on the terms and conditions stated
herein.
1. Offering Price. The Shares are to be offered to the public at the price
of $0.50 per Share (hereinafter called the "Public Offering Price") and shall
not be directly or indirectly offered or sold to the public by Selling Agents
at any other price during the period this Agreement is in effect.
2. Selling Agents. Members of the National Association of Securities
Dealers, Inc. (the "NASD") who shall agree to offer Shares hereunder (herein
referred to as "Selling Agents") will be allowed a commission of ten percent
(10%) of the total sales price (i.e., $0.05 per Share) and payable as
hereinafter provided. No commission shall be earned or paid unless the
Shares are sold on or before _______________________ [90 days from the date
of the Prospectus], which date may be extended for up to an additional 90 by
the Company.
3. Subscriptions. We reserve the right to reject all subscriptions, in whole
or in part, to make allotments, and to close the subscription books at any
time without notice. The Shares allotted to you will be confirmed, subject
to the terms and conditions of this Agreement. Payments for Shares sold by
you are to be made by check or money order only and shall be made payable to
EZEE Rider Corp.. In respect to all Shares sold by you pursuant hereto, you
will promptly transmit (by noon of the next business day following receipt)
to us all checks and money orders received in payment in the full amount of
the Public Offering Price for the number of Shares purchased, without
deduction for any commission, in compliance with Rule 15c2-4 under the
Securities Exchange Act of 1934 (the "1934 Act"). Your transmittal letter
accompanying checks or money orders to us shall set forth the names and
addresses, together with Social Security or appropriate tax I.D. numbers, of
the purchasers with the number of Shares purchased.
NO COMMISSIONS SHALL BE PAYABLE, AND ALL SUBSCRIPTIONS ARE SUBJECT TO
REJECTION, UNLESS AND UNTIL THE SELLING AGENT HAS COMPLIED WITH THE ABOVE
UNDERLINED PROVISION.
Each sale shall be contingent upon the sale of the Shares being sold on or
before _________________ [90 days from the date of the Prospectus] (which
date may be extended for up to an additional 90 days by the Company), and
34
<PAGE>
upon the acceptance of such sale by the undersigned. In the event any order
submitted by you is not accepted, we will return all funds paid by the
subscriber. Payment of the selling commissions in respect of each such sale
will be made to the Selling Agent by us when and only upon the acceptance of
such sale by us. The offering is made subject to the issuance and delivery
of the Shares, to the approval of legal matters by counsel, and to the terms
and conditions herein set forth.If an order is rejected or if a payment is
received which proves insufficient or worthless, any compensation paid to the
Selling Agent shall be returned by the Selling Agent's remittances in cash.
4. Offering to Public. Shares sold to the public by dealers shall be sold by
the Selling Agents as agents for the Company. Neither you nor any other
person is, or has been, authorized to give any information or to make any
representations in connection with the sale of the Shares other than as
contained in the Prospectus. The Selling Agent will not sell the Shares
pursuant to this Agreement unless the Prospectus is furnished to the
purchaser at least forty-eight (48) hours prior to the mailing of the
confirmation of sale, or is sent to such person under such circumstances that
it would be received by him forty-eight (48) hours prior to his receipt of a
confirmation of the sale. The Selling Agent understands that during the
ninety (90)-day period after the first date upon which the Shares of the
Company are bona fide offered to the public, all Selling Agents effecting
transactions in the Company's securities shall be required to deliver the
Company's current Prospectus to any purchasers thereof prior to or concurrent
with the receipt of the confirmation of sale. Additional copies of the then
current Prospectus will be supplied by the Company in reasonable quantities
upon request. No Selling Agent is authorized to act as an agent for the
Company except in offering the Shares to the public pursuant to this
Agreement.
5. Compliance with Securities Laws. Upon becoming a Selling Agent, and in
offering and selling the Shares, you agree to comply with all applicable
requirements of the Securities Act of 1933, as amended (the "1933 Act"), the
1934 Act, any applicable state securities or "Blue Sky" laws, and the Conduct
Rules of the NASD, including, but not limited to:
a) IM-2110-1 "Free-Riding and Withholding",
b) Rule 2420 "Dealing with Non-Members",
c) Rule 2730 "Securities Taken in Trade",
d) Rule 2740 "Selling Concessions, Discounts and Other", and
e) Rule 2750 "Transactions with Related Persons".
Upon application, you will be informed as to the states in which we have been
advised by counsel to the Company that the Shares have been qualified for
sale under the respective securities or Blue Sky laws of such states, but we
assume no obligation or responsibility as to the right of any Selling Agent
to sell the Shares in any state, or as to any sale therein.
By acceptance of this Agreement, you represent that you are a member in good
standing of the NASD.
By acceptance of this Agreement, each Selling Agent has assumed full
responsibility for thorough and prior training of its representatives
concerning the selling methods to be used in connection with the offer and
sale of the Shares, giving special emphasis to the NASD's principles of full
and fair disclosure to prospective investors, suitability standards, and the
prohibitions against "Free-Riding and Withholding."
35
<PAGE>
Each Selling Agent agrees to indemnify and hold harmless the Company and the
other Selling Agents against and from any liability, loss, damage, or expense
arising out of any failure by the Selling Agent to comply with the 1933 Act,
the 1934 Act, applicable securities laws of any state, the rules and
regulations of the Securities and Exchange Commission, or the Rules of Fair
Practice of the NASD, due to any act or omission by the Selling Agent.
6. Prospectus and Offering. The Registration Statement on Form SB-1 (File
No. __________) with respect to the subject Shares was declared effective on
__________, 2000. By signing this Agreement, each Selling Agent acknowledges
receipt of a copy of the Prospectus included in said Registration Statement.
Additional copies of the Prospectus will be supplied to you in reasonable
quantities upon request.
7. Liability. Nothing will constitute the Selling Agent an association or
other separate entity or partners with us or with each other, but you will be
responsible for your share of any liability or expense based on any claim to
the contrary. We will not be under any liability for or in respect of any
matter connected with this Agreement, except for lack of good faith
obligations expressly assumed by us in this Agreement, and any liability due
to our act or omission arising under the 1933 Act.
8. Termination. This Agreement shall terminate ___________________ (which
date may be extended for ____________ by the Company), or by either party
giving notice of termination to the other at any time, but such termination
shall not affect your obligation to comply with the requirements of this
Agreement or your right to commissions on orders confirmed by us prior
thereto.
9. Number of Shares Purchased. You agree, upon our request, at any time
prior to the termination of this Agreement, to report to us the number of
Shares purchased by your customers. Your Share allocation is subject to
reduction at any time prior to sale confirmations and funds therefor being
received by us.
10. Notices. Notice to us should be addressed to us at our office: 2541
Monroe Avenute, Suite 301, Rochester, New York, 14618, with a copy to Craig
A. Stoner, Esq., Dill Dill Carr Stonbraker & Hutchings, P.C., 455 Sherman
Street, Suite 300, Denver, Colorado 80203. Notices to you shall be deemed to
have been duly given if telegraphed, mailed, or delivered to you at the
address set forth by you in this Agreement, or if given verbally and
confirmed in writing.
11. Confirmation. If you desire to participate in the offering of the Shares
as hereinbefore set forth, please sign the acceptance below and provide the
pertinent information requested.
Very truly yours,
EZEE Rider Corp.
By:__________________________________________
Morris Diamond, President
36
<PAGE>
Exhibit 2.1 - Certificate of Incorporation
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 07/12/2000
001352241 - 3258294
CERTIFICATE OF INCORPORATION
OF
EZEE RIDER, CORP.
----------------------------
FIRST. The name of this corporation shall be: EZEE RIDER, CORP.
SECOND. Its registered office in the State of Delaware is to be located at
1013 Centre Road, in the City of Wilmington, County of New Castle, 19805, and
its registered agent at such address is THE COMPANY CORPORATION.
THIRD. The purpose or purposes of the corporation shall be:
To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.
FOURTH. The total number of shares of stock which this corporation is
authorized to issue is:
Twenty Million (20,000,000) shares with a par value of $.001 per
share amounting to Twenty Thousand Dollars ($20,000).
FIFTH. The name and mailing address of the incorporator is as follows:
Shirley Jones
The Company Corporation
1013 Centre Road
Wilmington, DE 19805
SIXTH. The Board of Directors shall have the power to adopt, amend or repeal
the by-laws.
IN WITNESS WHEREOF, The undersigned, being the incorporator hereinbefore
named, has executed, signed and acknowledged this certificate of
incorporation this twelfth day of July, A.D. 2000.
/s/ Shirley Jones
------------------------
Shirley Jones
Incorporator
37
<PAGE>
Exhibit 2.2 - By Laws
BYLAWS OF
EZEE RIDER, CORP.
ARTICLE I--Offices
The principal office of the corporation shall be located in the State of New
York in the County of Monroe. The corporation may have such other offices,
either within or outside the state, as the Board of Directors may designate
or as the business of the corporation may require from time to time. The
registered office of the corporation may be, but need not be, identical with
the principal office, and the address of the registered office may be changed
from time to time by the Board of Directors.
ARTICLE II Shareholders
Section 1. Annual Meeting. The annual meeting of the shareholders shall be
held at 4:00 o'clock PM. on the Third Tuesday in the month of January in each
year, beginning with the year 2001. If the day fixed for the annual meeting
shall be a legal holiday, such meeting shall be held on the next succeeding
business day.
Section 2. Special Meetings. Special meetings of the shareholders, for any
purpose, unless otherwise prescribed by statute, may be called by the
president or by the Board of Directors, and shall be called by the president
at the request of the holders of not less than one-tenth of all the
outstanding shares of the corporation entitled to vote at the meeting.
Section 3. Place of Meeting. The Board of Directors may designate any place
as the place for any annual meeting or for any special meeting called by the
Board of Directors. A waiver of notice signed by all shareholders entitled to
vote at a meeting may designate any place as the place for such meeting. If
no designation is made, or if a special meeting shall be called otherwise
than by the Board, the place of meeting shall be the registered office of the
corporation.
Section 4. Notice of Meeting. Written or printed notice stating the place,
day and hour of the meeting, and, in case of a special meeting, the purposes
for which the meeting is called, shall be delivered not less than ten nor
more than fifty days before the date of the meeting, either personally or by
mail, by or at the direction of the president, or the secretary, or the
officer or persons calling the meeting, to each shareholder of record enti-
tled to vote at such meeting, except that if the authorized capital stock is
to be increased at least thirty days notice shall be given. If mailed, such
notice shall be deemed to be delivered when deposited in the United States
mail, addressed to the shareholder at his address as it appears on the stock
transfer books of the corporation, with postage thereon prepaid. If requested
by the person or persons lawfully calling such meeting, the secretary shall
give notice thereof at corporate expense.
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<PAGE>
Section 5. Closing of Transfer Books or Fixing of Record Date. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or shareholders entitled
to receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors may provide
that the stock transfer books shall be closed for any stated period not
exceeding fifty days. If the stock transfer books shall be closed for the
purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for at least ten days
immediately preceding such meeting. In lieu of closing the stock transfer
books the Board of Directors may fix in advance a date as the record date for
any such determination of shareholders, such date in any case to be not more
than fifty days, and, in case of a meeting of shareholders, not less than ten
days prior to the date on which the particular action, requiring such
determination of shareholders, is to be taken. If the stock transfer books
are not closed and no record date is fixed for the determination of
shareholders entitled to notice of or to vote at a meeting of shareholders,
or shareholders entitled to receive payment of a dividend, the date on which
notice of the meeting is mailed or the date on which the resolution of the
Board of Directors declaring such dividend is adopted, as the case may be,
shall be the record date for such determination of shareholders. When a
determination of shareholders entitled to vote at any meeting of shareholders
has been made as provided in this section, such determination shall apply to
any adjournment thereof except where the determination has been made through
the closing of the stock transfer books and the stated period of the closing
has expired.
Section 6. Voting Lists. The officer or agent having charge of the stock
transfer books for shares of the corporation shall make, at least ten days
before each meeting of shareholders, a complete list of the shareholders
entitled to vote at such meeting or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by
each. For a period of ten days prior to such meeting, this list shall be kept
on file at the principal office of the corporation and shall be subject to
inspection by any shareholder at any time during usual business hours. Such
list shall also be produced and kept open at the time and place of the
meeting and shall be subject to the inspection of any shareholder during the
whole time of the meeting. The original stock transfer books shall be prima
facie evidence as to who are the shareholders entitled to examine such list
or transfer books or to vote at any meeting of shareholders.
Section 7. Quorum. Fifty One Percent (51%) of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. If less than a quorum of
the outstanding shares are represented at a meeting, a majority of the shares
so represented may adjourn the meeting from time to time without further
notice. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted
at the meeting as originally notified. The shareholders present at a duly
organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum.
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<PAGE>
If a quorum is present, the affirmative vote of a majority of the shares
represented at the meeting and entitled to vote on the subject matter shall
be the act of the shareholders, unless the vote of a greater number or voting
by classes is required by law or the articles of incorporation.
Section 8. Proxies. At all meetings of shareholders, a shareholder may vote
by proxy executed in writing by the shareholder or his or her duly authorized
attorney-in-fact. Such proxy shall be filed with the secretary of the
corporation before or at the time of the meeting. No proxy shall be valid
after eleven months from the date of its execution, unless otherwise provided
in the proxy.
Section 9. Voting of Shares. Each outstanding share, regardless of class,
shall be entitled to one vote, and each fractional share shall be entitled to
a corresponding fractional vote on each matter submitted to a vote at a
meeting of shareholders. Cumulative voting shall not be allowed.
Section 10. Voting of Shares by Certain Holders. Neither treasury shares, nor
shares of its own stock held by the corporation in a fiduciary capacity, nor
shares held by another corporation if a majority of the shares entitled to
vote for the election of Directors of such other corporation is held by this
corporation, shall be voted at any meeting or counted in determining the
total number of outstanding shares at any given time.
Shares standing in the name of another corporation may be voted by such
officer, agent or proxy as the bylaws of such corporation may prescribe or,
in the absence of such provision, as the Board of Directors of such
corporation may determine.
Shares held by an administrator, executor, guardian or conservator may be
voted by him or her, either in person or by proxy, without a transfer of such
shares into his or her name. Shares standing in the name of a trustee may be
voted by him or her, either in person or by proxy, but no trustee shall be
entitled to vote shares held by him or her without a transfer of such shares
into his or her name.
Shares standing in the name of a receiver may be voted by such receiver, and
shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his or her name if authority to do
so be contained in an appropriate order of the court by which such receiver
was appointed.
A shareholder whose shares are pledged shall be entitled to vote such shares
until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
Section 11. Informal Action by Shareholders. Any action required to be taken
at a meeting of the shareholders, or any other action which may be taken at a
meeting of the shareholders, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by the number of
shareholders entitled to vote with respect to the subject matter thereof
necessary to approve the matter being voted on if a meeting had been called.
Such consent shall have the same force and effect as a vote of the
shareholders.
40
<PAGE>
ARTICLE Ill--Board of Directors
Section 1. General Powers. The business and affairs of the corporation shall
be managed by its Board of Directors, except as otherwise provided by statute
or the articles of incorporation.
Section 2. Number, Tenure and Qualifications. The number of Directors of the
corporation shall be not less than three nor more than five, unless a lesser
number is allowed by statute. Directors shall be elected at each annual
meeting of shareholders. Each director shall hold office until the next
annual meeting pf shareholders and thereafter until his or her successor
shall have been elected and qualified.
Directors need not be residents of this state or shareholders of the
corporation. Directors shall be removable in the manner provided by statute.
Section 3. Vacancies. Any director may resign at any time by giving written
notice to the president or to the secretary of the corporation. Any vacancy
occurring in the Board of Directors may be filled by the affirmative vote of
a majority of the remaining Directors though not less than a quorum. A
director elected to fill a vacancy shall be elected for the unexpired term of
his or her predecessor in office. Any Directorship to be filled by the
affirmative vote of a majority of the Directors then in office or by an
election at an annual meeting or at a special meeting of shareholders called
for that purpose, and a director so chosen shall hold office for the term
specified in Section 2 above.
Section 4. Regular Meetings. A regular meeting of the Board of Directors
shall be held without other notice than this bylaw immediately after and at
the same place as the annual meeting of shareholders. The Board of Directors
may provide by resolution the time and place for the holding of additional
regular meetings without other notice than such resolution.
Section 5. Special Meetings. Special meetings of the Board of Directors may
be called by or at the request of the president or any two Directors. The
person or persons authorized to call special meetings of the Board of
Directors may fix any place as the place for holding any special meeting of
the Board of Directors called by them.
Section 6. Notice. Notice of any special meeting shall be given at least
seven days previous thereto by written notice delivered personally or mailed
to each director at his or her business address, or by notice given at least
two days previously by telegraph. If mailed, such notice shall be deemed to
be delivered when deposited in the United States mail so addressed, with
postage thereon prepaid. If notice be given by telegram, such notice shall be
deemed to be delivered when the telegram is delivered to the telegraph
company. Any director may waive notice of any meeting. The attendance of a
director at a meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express purpose of object-
ing to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted, nor the purpose
of, any regular or special meeting of the Board of Directors need be
specified in the notice of waiver of notice of such meeting.
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<PAGE>
Section 7. Quorum. A majority of the number of Directors fixed by Section 2
shall constitute a quorum for the transaction of business at any meeting of
the Board of Directors, but if less than such majority is present at a
meeting, a majority of the Directors present may adjourn the meeting from
time to time without further notice.
Section 8. Manner of Acting. The act of the majority of the Directors present
at a meeting at which a quorum is present shall be the act of the Board of
Directors.
Section 9. Compensation. By resolution of the Board of Directors, any
director may be paid any one or more of the following:
expenses, if any, of attendance at meetings; a fixed sum for attendance at
each meeting; or a stated salary as director. No such payment shall preclude
any director from serving the corporation in any other capacity and receiving
compensation therefor.
Section 10. Informal Action by Directors. Any action required or permitted to
be taken at a meeting of the Directors may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all
of the Directors entitled to vote with respect to the subject matter thereof.
Such consent shall have the same force and effect as a unanimous vote of the
Directors.
ARTICLE IV--Officers and Agents
Section 1. General. The officers of the corporation shall be a president, one
or more vice presidents, a secretary and a treasurer. The salaries of all the
officers of the corporation shall be fixed by the Board of Directors.
One person may hold any two offices, except that no person may simultaneously
hold the offices of president and secretary.
Section 2. Election and Term of Office. The officers of the corporation shall
be elected by the Board of Directors annually at the first meeting of the
Board held after each annual meeting of the shareholders.
Section 3. Removal. Any officer or agent may be removed by the Board of
Directors whenever in its judgment the best interests of the corporation will
be served thereby.
Section 4. Vacancies. A vacancy in any office, however occurring, may be
filled by the Board of Directors for the unexpired portion of the term.
Section 5. President. The president shall:
(a) subject to the direction and supervision of the Board of Directors, be
the chief executive officer of the corporation;
(b) shall have general and active control of its affairs and business and
general supervision of its officers, agents and employees; and
(c) the president shall have custody of the treasurer's bond, if any.
Section 6. Vice Presidents. The vice presidents shall:
(a) assist the president; and
(b) shall perform such duties as may be assigned to them by the president
or by the Board of Directors.
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Section 7. Secretary. The secretary shall:
(a) keep the minutes of the proceedings of the shareholders and the Board
of Directors;
(b) see that all notices are duly given in accordance with the provisions
of these bylaws or as required by law;
(c) be custodian of the corporate records and of the seal of the
corporation and affix the seal to all documents when authorized by the Board
of Directors;
(d) keep at its registered office or principal place of business a record
containing the names and addresses of all shareholders and the number and
class of shares held by each, unless such a record shall be kept at the
office of the corporation's transfer agent or registrar;
(e) sign with the president, or a vice president, certificates for shares
of the corporation, the issuance of which shall have been authorized by
resolution of the Board of Directors;
(f) have general charge of the stock transfer books of the corporation,
unless the corporation has a transfer agent; and
(g) in general, perform all duties incident to the office as secretary and
such other duties as from time to time may be assigned to him or her by the
president or by the Board of Directors.
Section 8. Treasurer. The treasurer shall:
(a) be the principal financial officer of the corporation;
(b) perform all other duties incident to the office of the treasurer and,
upon request of the Board, shall make such reports to it as may be required
at any time;
(c) be the principal accounting officer of the corporation; and
(d) have such other powers and perform such other duties as may be from
time to time prescribed by the Board of Directors or the president;
ARTICLE V--Stock
Section 1. Certificates. The shares of stock shall be represented by
consecutively numbered certificates signed in the name of the corporation by
its president or a vice president and the secretary, and shall be sealed with
the seal of the corporation, or with a facsimile thereof. No certificate
shall be issued until the shares represented thereby are fully paid.
Section 2. Consideration for Shares. Shares shall be issued for such
consideration, expressed in dollars (but not less than the par value thereof,
if any) as shall be fixed from time to time by the Board of Directors. Such
consideration may consist, in whole or in part of money, other property,
tangible or intangible, or in labor or services actually performed for the
corporation, but neither promissory notes nor future services shall
constitute payment or part payment for shares.
Section 3. Transfer of Shares. Upon surrender to the corporation or to a
transfer agent of the corporation of a certificate of stock duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, and such documentary stamps as may be required by law, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, and cancel the old certificate. Every such transfer of stock shall
be entered on the stock book of the corporation which shall be kept at its
principal office, or by its registrar duly appointed.
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Section 4. Transfer Agents, Registrars and Paying Agents. The Board may at
its discretion appoint one or more transfer agents, registrars and agents for
making payment upon any class of stock, bond, debenture or other security of
the corporation.
ARTICLE VI--Indemnification of Officers and Directors
Each director and officer of this corporation shall be indemnified by the
corporation against all costs and expenses actually and necessarily incurred
by him or her in connection with the defense of any action, suit or
proceeding in which he or she may be involved or to which he or she may be
made a party by reason of his or her being or having been such director or
officer, except in relation to matters as to which he or she shall be finally
adjudged in such action, suit or proceeding to be liable for negligence or
misconduct in the performance of duty.
Section 1. Waivers of Notice. Whenever notice is required by law, by the
articles of incorporation or by these bylaws, a waiver thereof in writing
signed by the director, shareholder or other person entitled to said notice,
whether before or after the time stated therein, or his or her appearance at
such meeting in person or (in the case of a shareholders' meeting) by proxy
shall be equivalent to such notice.
Section 2. Fiscal Year. The fiscal year of the corporation shall be as
established by the Board of Directors.
Section 3. Amendments. The Board of Directors shall have power to make, amend
and repeal the bylaws of the corporation at any regular meeting of the Board
or at any special meeting called for the purpose.
APPROVED:
DATED: July 14, 2000
/s/ Morris Diamond
--------------------------------
Director: Morris Diamond
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Exhibit 3.1 - Specimen Stock Certificate
SPECIMEN STOCK CERTIFICATE
INCORPORATED IN THE STATE OF DELAWARE
Number [GRAPHIC OMITTED] Shares
EZEE RIDER CORP.
20,000,000 SHARES AUTHORIZED $.001 PAR VALUE
This Certifies that SPECIMEN is the
registered holder of __________________________ shares
transferable only on the books of the Corporation by the
holder hereof in person or by Attorney upon surrender of
this Certificate properly endorsed.
In Witness Whereof, the said Corporation has caused this
Certificate to be signed by its duly authorized officers
and its corporate seal to be hereunto affixed this
____ day of _________ A.D. ______
----------------- [GRAPHIC OMITTED] -----------------
PRESIDENT SECRETARY
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Exhibit 4.1 - Form of Subscription Agreement
SUBSCRIPTION FORM
To: EZEE RIDER CORP.
The undersigned hereby acknowledges receipt of the Prospectus, dated
___________, 20__, of EZEE Rider Corp. (the "Company") and subscribes for the
following number of Shares of the Company upon the terms and conditions set
forth therein:
Number of Shares: All subscriptions are subject to
Price Per Share: $0.50 acceptance by the Company, to
Payment Enclosed: $ availability, and to certain other
conditions, and any subscription
(Make checks payable to "EZEE may be declined in whole or in
Rider Corp.") part by return of the subscription
monies without interest.
Date:_________________, 20___
Accepted by Company:
---------------------------------- ----------------------------------
Authorized officer
----------------------------------
(Signature(s) of Subcriber(s)) for _________________ Shares
----------------------------------
Social Security or Tax I.D.
The certificates for such stock are
to be issued as follows:
Check one if more than one owner:
----------------------------------
[ ] Joint tenants WRS
Name(s) [ ] Tenants in Common
[ ] Custodian under UGMA
----------------------------------
Other:_____________________
----------------------------------
Address
----------------------------------
----------------------------------
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Exhibit 10.2 - Consent of Daniel J. Baier, CPA, P.C., Certified Public
Accountant
2541 Monroe Avenue - Suite 304
Rochester, New York 14618
Daniel J. Baier, CPA, P.C. (716) 271-450
-----------------------------------------------------------------------
Certified Public Accountant-Business and Financial Advisory Services
November 22, 2000
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
I consent to the reference of my firm under the caption "Experts" and to the
use of my report on the August 31, 2000 financial statements in the
Registration Statement Form SB-1 dated November 22, 2000 and the related
Prosectus of EZEE Rider Corp.for the registration of 1,000,000 shares of
common stock.
/s/ Daniel J. Baier
----------------------
Daniel J. Baier
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