U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS UNDER SECTION 12(b)
OR 12(g) OF THE SECURITIES ACT OF 1934
THE FURNISHING CLUB
__________________________________________________
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
NEVADA 88-0455472
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
7386 Cobble Field St
Las Vegas, Nevada 89119
_______________________________________________________________
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)
(702) 458-6950
(ISSUER'S TELEPHONE NUMBER)
Securities to be Registered Under Section 12(b) of the Act:
None
Securities to be Registered Under Section 12(g) of the Act:
Common Stock
$.001 Par Value
(Title of Class)
Copies To:
Donald J. Stoecklein, Esq.
402 W. Broadway, Suite #400
San Diego, CA 92101
Tel: 619-595-4882
Fax: 619-595-4883
<PAGE>
PART 1
ITEM 1
FORWARD LOOKING STATEMENTS
In this registration statement references to "Furnishing Club," "we,"
"us," and "our" refer to The Furnishing Club.
This Form 10-SB contains certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. For this
purpose any statements contained in this Form 10-SB that are not statements
of historical fact may be deemed to be forward-looking statements. Without
limiting the foregoing, words such as "may," "will," "expect," "intend,"
"believe," "anticipate," "estimate" or "continue" or comparable terminology
are intended to identify forward-looking statements. These statements by
their nature involve substantial risks and uncertainties, and actual results
may differ materially depending on a variety of factors, many of which are
not within The Furnishing Club control. These factors include but are not
limited to economic conditions generally and in the industries in which The
Furnishing Club may participate; competition within The Furnishing Club
chosen industry, including competition from much larger competitors;
technological advances and failure by The Furnishing Club to successfully
develop business relationships.
DESCRIPTION OF THE BUSINESS
GENERAL
The Furnishing Club is filing this Form 10-SB on a voluntary basis in
order to make The Furnishing Club's financial information equally available
to any interested parties or investors and meet certain listing requirements
for publicly traded securities on the National Association of Securities
Dealers' (NASD), Over the Counter Electronic Bulletin Board. The Company
anticipates filing an information statement with a sponsoring NASD Broker-
Dealer for listing of its securities on the OTC Electronic Bulletin Board
upon completion of the Company's comment period for this Form 10-SB filing.
BUSINESS DEVELOPMENT
Form And Year Of Organization
The Company, a development stage company, was organized March 22, 2000
as a Nevada corporation, and has a limited operation history. The Furnishing
Club was organized to develop a business as an online retailer of furniture
and home accessories.
Because the nature of the Company's business is expected to change as
result of shifts in the market, the development of new and improved
technology, management forecasts are not necessarily indicative of future
operations and should not be relied upon as an indication of future
performance. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and "The Company-Industry Overview - Competition."
Any Bankruptcy, Receivership, Or Similar Proceeding
There have been no bankruptcy, receivership or similar proceedings.
Any Material Reclassification, Merger, Consolidation, Or Purchase Or Sale Of
A Significant Amount Of Assets Not In The Ordinary Course Of Business
There have been no material reclassifications, mergers, consolidations,
or purchase or sale of a significant amount of assets not in the ordinary
course of business.
<PAGE>
BUSINESS OF THE COMPANY
Principal Products Or Services And Their Markets
The Furnishing Club intends to be an online retailer of furniture and
home accessories. Our goal is to offer a comprehensive, personalized and
service-oriented solution for consumers seeking home furnishings and
decorating via the Internet. Our initial product focus will be furniture, the
foundation of home furnishings and the category around which we build
customer relationships. We intend to offer furniture for every room of the
home, including beds, tables, desks, entertainment centers and upholstered
sofas and chairs. As part of our complete home solution, we may sell
accessories, including lamps, wall art, rugs, mattresses and linens.
We intend to offer comprehensive selections with a broad range of styles
and prices from a broad base of manufacturers.
The home furnishings industry is large and highly fragmented. According
to Furniture Today, the top 10 furniture retailers accounted for less than
15% of the retail furniture market in 1998. According to the U.S. Census
Bureau, in 1998 the home furnishings market exceeded $150 billion, and the
market for household furniture and home accessories was $72 billion. The home
furnishings manufacturing industry is also extremely fragmented. According to
the most recent U.S. Department of Commerce Economic Census, there were more
than 5,500 manufacturers of household furniture in 1997, 95% of which had
annual sales of less than $10 million.
We intend to make The Furnishing Club a destination for finding all the
comforts of home. Upon completion of our easy to use Web site, we intend to
provide consumers a destination to receive personalized decorating advice,
purchase our products and services, and access a wide variety of information
and resources. We believe that The Furnishing Club business plan, when
implemented will provide:
* convenience through our intended broad product selection, simplified
searching capabilities and quality shipping programs;
* personalized customer experiences, personal shopping service, tailored
product selections and targeted editorial content and promotional offers;
* detailed product information and decorating advice to empower customers
to make confident home furnishing and decorating decisions;
* superior customer service throughout The Furnishing Club experience; and
* compelling value to our customers through lower prices and a favorable
shopping experience as compared to traditional retail stores.
Industry Overview
Home Furnishing Market. The home furnishings market exceeded $150 billion in
1998, according to the U.S. Census Bureau. This figure does not include
retail sales generated by department stores. Of this broad market, which
ranges from household furniture and appliances to draperies and glassware,
approximately $72 billion was household furniture and home accessories. We
believe that growth in both home ownership and house size will further
increase demand for home furnishings. According to the U.S. Census Bureau,
home ownership is currently at a record high of 67% and the size of an
average house has increased 25% since 1980.
Traditional Retail Channel For Home Furnishing. Home furnishings retailing is
highly fragmented and, to date, no dominant national home furnishings
retailer has emerged. According to FURNITURE TODAY, the top 10 furniture
retailers accounted for less than 15% of the retail furniture market in 1998.
Traditional retail channels include:
* national and regional store-based retailers;
* catalog retailers that sell primarily through direct mail;
<PAGE>
* manufacturers that sell directly to consumers; and
* North Carolina and other discount showrooms.
Home Furnishing Manufacturing. Home furnishings manufacturing is highly
fragmented and few meaningful brands exist. Based on the most recent U.S.
Department of Commerce Economic Census, in 1997 there were more than 5,500
manufacturers of household furniture, 95% of which had annual sales under $10
million. Competition is intense, with manufacturers focused on gaining access
to retail distribution rather than building consumer awareness of brands
through marketing and advertising. In this environment, few meaningful
manufacturer brands have developed. According to a 1998 study sponsored by
the Home Furnishing Council, a majority of customers across all demographic
groups could not recall the manufacturer brand name of the most expensive
piece of furniture that they purchased in the last five years.
Growth Of Consumer Online Commerce. Consumer online commerce continues to
grow rapidly. According to Forrester Research, there were approximately 17.4
million online shopping households in the U.S. in 1999. This number is
projected to grow to more than 46 million, representing approximately 44% of
total U.S. households, by 2003. This represents approximately a 28% compound
annual growth rate. U.S. online sales were estimated to be more than $20
billion in 1999 and are projected to grow to more than $143 billion by 2003,
a compound annual growth rate of approximately 64%. In addition, the average
dollar amount of annual online purchases per U.S. online household during
1999 was estimated to be more than $1,100 and is projected to increase to
more than $3,000 by 2003, a compound annual growth rate of approximately 29%.
Growth Of Online Home Furnishing Sales. Consumers regularly purchase
furniture and home accessories without actually viewing the merchandise. In
stores, many consumers buy from binders containing product images and
swatches. Consumers are also buying an increasing amount of home furnishings
through direct marketing channels. According to the Direct Marketing
Association, in 1998, catalogs featuring home furnishings and housewares
represent approximately 20% of approximately $87 billion in catalog retail
sales.
Forrester Research estimates that online revenues from home furnishings
sales will grow from $518 million in 1999 to $6.4 billion in 2003, a compound
annual growth rate of approximately 87%. Forrester estimates that online
revenues from the household furniture component of home furnishings sales
will grow from $268 million in 1999 to $2.8 billion in 2003, a compound
annual growth rate of approximately 80%.
Limitations Of The Traditional Retail Experience. We believe that consumers
face significant challenges furnishing and decorating their homes. In the
1998 Home Furnishing Council survey, consumers described the home furnishings
retail experience as one of frustration and confusion. The study also found
that approximately 80% of consumers purchasing new furniture disliked
shopping for furniture. We believe the dissatisfaction with the shopping
experience has resulted in significant pent-up demand for home furnishings by
consumers who have avoided the traditional retail experience. Consumers
buying home furnishings through traditional retail channels are frustrated
and dissatisfied by the following:
Lack Of Convenience. Traditional retailers generally fail to meet
consumers' desires to conveniently furnish and decorate their homes.
No Comprehensive One-Stop Solution. Traditional retailers must limit
their product offerings, primarily due to space constraints and inventory
carrying costs, which forces consumers to visit several stores to meet all
their home furnishings needs. According to the 1998 Home Furnishing Council
survey, consumers make an average of 5.9 shopping trips to 3.7 store-based
retailers before buying a single piece of furniture.
Difficult Search Process. At traditional retail stores, consumers must
often search through cumbersome binders provided by manufacturers containing
product images and swatches. These binders are often poorly arranged, require
a significant investment of time to sort through and typically provide
little, if any, information regarding the quality, construction and care of
the items being considered.
Time Consuming Shopping Experience. Many busy consumers are not willing
or able to take the time it has traditionally taken to furnish and decorate
their homes. This problem is compounded by the fact that furnishing and
<PAGE>
decorating is often a process involving multiple decision-makers, who can
shop together only at night or on weekends.
Limited Information And Decorating Advice. Given the structure and
limitations of the traditional home furnishings industry, we believe that
consumers face significant challenges furnishing and decorating their homes
through traditional retail channels.
Few Meaningful Manufacturer Brands. The absence of manufacturer brand
awareness in the home furnishings industry leaves consumers without a
credible indicator for style, quality or value. In many other considered
purchases, consumers can rely on brand identities to aid in their decision-
making process.
Ineffective Sales Assistance. According to the 1998 Home Furnishing
Council survey, 74% of consumers would prefer to shop for home furnishings
without a salesperson. Dissatisfaction with salespeople results from their
inability to provide decorating advice, their lack of product knowledge and
perceived biases resulting from their commission-based pay structure.
Limited Product Information. Many retail stores do not provide
consumers with written product information or fabric or finish samples. The
lack of information, together with the absence of an authoritative resource
rating home furnishings products, makes it difficult for consumers to compare
and assess the value of items under consideration.
Inability To Visualize Decorating Solutions. In a typical retail
environment consumers are unable to visualize how their new selections will
fit into their homes. Most consumers find it difficult to imagine layouts,
color schemes or furniture scale, making it a challenge to design an
integrated room solution.
Poor Customer-Service Follow Through. We believe the traditional home
furnishings experience is characterized by poor customer service. Traditional
retailers devote only limited resources to customer care from purchase
through delivery. Delivery can take months and, as a result of limited
tracking capabilities, consumers are usually unable to obtain information
regarding order status. In addition, retailers often charge customers for
delivery and, if a customer returns an order, the customer is typically
charged a restocking fee.
Markets And Marketing
The Furnishing Club plans to implement a comprehensive campaign to
market and promote The Furnishing Club. Our marketing and promotion strategy
will be designed to:
* build The Furnishing Club brand recognition;
* increase consumer traffic to our Web site;
* convert browsers into buyers; and
* build loyal customer relationships and maximize repeat purchases.
We intend to commence our targeted advertising and marketing campaign to
increase awareness of The Furnishing Club brand and to acquire new customers
through multiple channels, including traditional and online advertising,
direct marketing and expanding the scope of our strategic relationships. We
believe that the use of multiple marketing channels reduces reliance on any
one source of customers and maximizes our brand awareness.
In addition to the specific strategies discussed below, we intend to
maximize the lifetime value of our customers by focusing on customer care,
satisfaction and retention.
Online Advertising. We plan to engage in targeted online advertising to
promote The Furnishing Club brand name and product offerings. We intend to
<PAGE>
pursue agreements with major portals, including AOL, AltaVista, Excite@Home,
Lycos, MSN and Yahoo! to feature The Furnishing Club in the shopping, home
and other relevant areas on these portals. These agreements should provide us
with a prominent position in the home-related shopping areas of these major
portals and access to the majority of "furniture" search keyword inventory.
Competition
The online home furnishing and decorating category is relatively new,
rapidly evolving and competitive, with several well-funded participants
seeking category leadership. We expect to face competition in all product
categories we attempt to enter. Barriers to entry are low, and current and
new competitors can launch Web sites at minimal cost.
The Furnishing Club potentially competes with:
* traditional retailers of home furnishings in both their physical store
and online operations, including furniture stores such as Ethan Allen, Heilig-
Myers and Levitz Furniture, department stores such as Dayton Hudson,
Federated Department Stores, J.C. Penney Company, May Department Stores
Company and Sears, Roebuck and Company and specialty retailers such as Bed
Bath & Beyond, Linens 'n Things and Pier 1 Imports;
* other online retailers of home furnishings such as FurnitureFind.com,
HomePoint.com and BeHome.com;
* catalog and multichannel retailers of home furnishings such as
Fingerhut, Pottery Barn and Spiegel;
* manufacturers of home furnishings that sell directly to end-customers,
either through physical retail or online channels; and
* Internet portals and online service providers that feature shopping
services, such as AltaVista, AOL, Excite@Home, Lycos and Yahoo!.
We believe that the following are the principal competitive factors in
our category:
* selection;
* retailer brand recognition;
* quality of customer experience from shopping through delivery;
* product information and content; and
* price and value.
Many of our potential competitors, particularly the traditional store-
based retailers, have longer operating histories and greater financial and
other resources than The Furnishing Club, which they may devote to online
enterprise development. In addition, larger, well-established and well-
financed entities may acquire, invest in or form joint ventures with online
competitors.
Our potential competitors may be able to secure products from vendors on
more favorable terms, fulfill customer orders more efficiently and adopt more
aggressive pricing or inventory availability policies than we do. Traditional
store-based retailers also have the advantage of allowing customers to
physically see and feel products in a manner that is not possible over the
Internet. Given our limited operating history, many of our potential
competitors have significantly greater experience selling home furnishing
products than we do. For example, established catalog retailers showrooms may
have greater experience than we do in marketing and selling home furnishings
without in-person customer interaction.
<PAGE>
Product Development
Our success is dependent on our keeping pace with advances in
technology. If we are unable to keep pace with advances in technology,
consumers may stop purchasing products on our web site.
The Internet and online commerce markets are characterized by rapid
technological change, changes in user and customer requirements, frequent new
product and service introductions embodying new technologies and the
emergence of new industry standards and practices that could render our
planned Web site and technology obsolete. If we are unable to adapt to
changing technologies, our business could be harmed. Our performance will
depend, in part, on our ability to implement our planned services, develop
new technology that addresses the increasingly sophisticated and varied needs
of our prospective customers and respond to technological advances and
emerging industry standards and practices on a timely and cost-effective
basis. The development of our intended Web site and other proprietary
technology entails significant technical and business risks. We may not be
successful in using new technologies effectively or adapting our Web site or
other proprietary technology to customer requirements or to emerging industry
standards. New services or features that we introduce on our Web site may
contain errors, and we may need to modify the design of these services and
features to correct errors. If customers encounter difficulty with or do not
accept new services or features, they may buy from our competitors and our
sales may decline. Additionally there may be significant delays in
developing and launching our Web site.
Personnel
The Furnishing Club employs one person, Hue Do the sole Officer and
Director of the Company, on a part time basis. We do not plan to add
additional employees until our Web site is complete and the procedures are in
place to commence operations.
Risks
While Management believes its estimates of projected occurrences and
events are within the timetable of its business plan, there can be no
guarantees or assurances that the results anticipated will occur.
Despite Management's belief that the Company can effectively compete
because of its intended emphasis as an online retailer of furniture and home
accessories, the Company's ability to succeed will depend upon a number of
factors, including its ability to secure funding, assemble a large amount of
text and visual data needed for resource viewing and research, develop its
web site quickly enough to encourage users to increase time spent at the
site, and convince advertisers to sponsor and maintain ongoing funding of the
site.
The Company's viability is substantially dependent upon the widespread
acceptance and use of the Internet. The Internet has experienced, and is
expected to continue to experience, significant growth in the number of users
and amount of traffic. There can be no assurance that the Internet
infrastructure will continue to be able to support the demands placed on it
by this continued growth. In addition, delays in the development or adoption
of new standards and protocols to handle increased levels of Internet
activity or increased governmental regulation could slow or stop the growth
of the Internet as a viable medium for online retailers. Moreover, critical
issues concerning the commercial use of the Internet (including security,
reliability, accessibility and quality of service) remain unresolved and may
adversely affect the growth of Internet. The failure to resolve critical
issues concerning use of the Internet, the failure of the necessary
infrastructure to develop in a timely manner, or the failure of the Internet
to continue to develop rapidly as a viable medium would have a material
adverse effect on the Company's business, financial condition, operating
results and cash flows.
The Company's performance and future operating results are substantially
dependent on the continued service and performance of its current Management.
The Company intends to hire a relatively small number of additional technical
and marketing personnel in the next year. Competition for such personnel is
intense, and there can be no assurance that the Company will be able to
retain its essential employees or that it will be able to attract or retain
highly-qualified technical and managerial personnel in the future. The loss
of the services of the Company's current Management or the inability to
attract and retain the necessary technical, and marketing personnel could
have a material adverse effect upon the Company's business, financial
condition, operating results and cash flows.
<PAGE>
The current officer, Mrs. Hue Do, is the sole officer and director of
the company and has control in directing the activities of the Company. She
is involved in other business activities and may, in the future, become
involved in additional business opportunities. If a specific business
opportunity becomes available, Mrs. Do may face a conflict of interest. The
Company has not formulated a plan to resolve any conflicts that may arise.
While the Company and its sole officer and director have not formally adopted
a plan to resolve any potential or actual conflicts of interest that exist or
that may arise, she has verbally agreed to limit her roles in all other
business activities to roles of passive investor and devote full time
services to the Company once the Company's Web site is operational.
While Management believes its estimates of projected occurrences and
events are within the timetable of its business plan, there can be no
guarantees or assurances that the results anticipated will occur. Investors
in the Company should be particularly aware of development or the inherent
risks associated with the Company's planned Internet business. These risks
include a lack of a proven market for the Company's web site, lack of equity
funding, and the size of the Company compared to the size of its competitors.
Although Management intends to implement its business plan through the
foreseeable future and will do its best to mitigate the risks associated with
its business plan, there can be no assurance that such efforts will be
successful. Management has no liquidation plans should the Company be unable
to receive funding. Should the Company be unable to implement its business
plan, Management would investigate all options available to retain value for
the stockholders. Among the options that would be considered are:
* acquisition of another product or technology,
* or a merger or acquisition of another business entity that has revenue
and/or long-term growth potential.
However, there are no pending arrangements, understandings or agreements
with outside parties for acquisitions, mergers or any other material
transactions.
At this time, the Company is conceptually designing its Web site and
contacting manufactures and wholesalers for product.
ITEM 2
PLAN OF OPERATION
The Company's current cash balance is $62,929. Management believes the
current cash balance is sufficient to fund the current minimum level of
operations through September 30, 2001, however, in order to advance the
Company's business plan the Company must raise additional capital through the
sale of equity securities. To date, the Company has sold $80,000 in equity
securities and used approximately $10,000 for legal fees. Sales of the
Company's equity securities have allowed the Company to maintain a positive
cash flow balance.
Management has made initial progress in implementing its business plan
by commencing design of its Web site. The Company intends to use its initial
equity capital to fund the Company's business plan during the next twelve
months as cash flow from sales is not estimated to begin until year two of
its business plan. The Company will face considerable risk in each of its
business plan steps, such as difficulty of hiring competent personnel within
its budget, longer than anticipated web site programming, and a shortfall of
funding due to the Company's inability to raise capital in the equity
securities market. If no funding is received during the next twelve months,
the Company will be forced to rely on its existing cash in the bank. In such
a restricted cash flow scenario, the Company would be unable to complete its
business plan steps, and would, instead, delay all cash intensive activities.
Without necessary cash flow, the Company may be dormant during the next
twelve months, or until such time as necessary funds could be raised in the
equity securities market.
<PAGE>
ITEM 3
DESCRIPTION OF PROPERTY
The Company's principal executive office address is 7386 Cobblefield
Street, Las Vegas, Nevada 89123. The principal office and telephone number
are provided by the sole officer of the corporation. The costs associated
with the use of the telephone and mailing address were deemed by management
to be immaterial as the telephone and mailing address were almost exclusively
used by the officer for other business purposes. Management considers the
Company's current principal office space arrangement adequate until such time
as the Company achieves its business plan goal of raising capital and then
begins hiring new employees per its business plan.
ITEM 4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information on the ownership of the Company's
voting securities by Officers, Directors and major stockholders as well as
those who own beneficially more than five percent of the Company's common
stock through the most current date - October 2, 2000:
<TABLE>
Name of Beneficial Owner(1) Number Percent
Of Shares Of
Ownership
<S> <C> <C>
Hue Do 1,000,000 11.90%
Tim Do (2) 1,000,000 11.90%
Todd Ream 3,000,000 35.71%
2123 Maple Springs St.
Henderson, Nevada 89015
Ant Inc. 1,000,000 11.90%
1850 E. Flamingo Rd. #111
Las Vegas, Nevada 89119
Titanium Financial Fund (3) 780,000 9.29%
2620 S. Maryland Parkway #195
Las Vegas, 89109
------------------------------------------------------------------------
All Directors & Officers as a Group 2,000,000 23.81%
</TABLE>
(1) As used in this table, "beneficial ownership" means the sole or
shared power to vote, or to direct the voting of, a security, or the sole
or shared investment power with respect to a security (i.e., the power to
dispose of, or to direct the disposition of, a security). In addition,
for purposes of this table, a person is deemed, as of any date, to have
"beneficial ownership" of any security that such person has the right to
acquire within 60 days after such date.
(2) Tim Do and Hue Do are counted collectively as a result of their
marital status.
(3) These share include 40,000 shares owned by the spouse of the
President of Titanium Financial Fund.
ITEM 5
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS
The members of the Board of Directors of the Company serve until the
next annual meeting of stockholders, or until their successors have been
elected. The officers serve at the pleasure of the Board of Directors.
Information as to the directors and executive officers of the Company is as
follows:
<TABLE>
Name Age Title
<S> <C> <C>
Hue Do 42 President, Director, Secretary, Treasurer
</TABLE>
<PAGE>
Duties, Responsibilities and Experience
Hue Do. Hue Do has held the position of President, Secretary, Treasurer, and
Director of the Company from inception. Since 1995 Mrs. Do has held a position
as technician in the cosmetic and hair salon industry. During her spare time
Mrs. Do has concentrated her efforts on computers and the Internet, with a
focus on e-Commerce. Mrs. Do's interest in the furniture business is directly
related to her contact with family members who manufacture wholesale and
retail furniture.
Directors are elected to serve until the next annual meeting of
stockholders and until their successors have been elected and qualified.
Officers are appointed to serve until the meeting of the Board of Directors
following the next annual meeting of stockholders and until their successors
have been elected and qualified.
No Executive Officer or Director of the Corporation has been the subject
of any Order, Judgment, or Decree of any Court of competent jurisdiction, or
any regulatory agency permanently or temporarily enjoining, barring
suspending or otherwise limiting him from acting as an investment advisor,
underwriter, broker or dealer in the securities industry, or as an affiliated
person, director or employee of an investment company, bank, savings and loan
association, or insurance company or from engaging in or continuing any
conduct or practice in connection with any such activity or in connection
with the purchase or sale of any securities.
No Executive Officer or Director of the Corporation has been convicted
in any criminal proceeding (excluding traffic violations) or is the subject
of a criminal proceeding which is currently pending.
No Executive Officer or Director of the Corporation is the subject of
any pending legal proceedings.
ITEM 6
EXECUTIVE COMPENSATION
The following table sets forth the cash compensation of the Company's
executive officer and director during each of the fiscal years since
inception of the Company. The remuneration described in the table does not
include the cost to the Company of benefits furnished to the named executive
officers, including premiums for health insurance and other benefits provided
to such individual that are extended in connection with the conduct of the
Company's business. The value of such benefits cannot be precisely
determined, but the executive officers named below did not receive other
compensation in excess of the lesser of $50,000 or 10% of such officer's cash
compensation.
Summary Compensation Table
<TABLE>
Long Term
Annual Compensation Compensation
Name and Other Annual Restricted
Principal Year Salary Bonus Compensation stock Options Others
Position (1)
<S> <C> <C> <C> <C> <C> <C> <C>
Hue Do - 2000 $18,000 100,000
President
</TABLE>
(1) Based upon a 12 month period at $1,500 per month.
ITEM 7
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On April 1, 2000 the Company entered into an agreement with Hue Do
wherein Mrs. Do would receive a six month employment contract, for $1,500 per
month concurrent with her contribution into the Company of her intellectual
property rights pertaining to the concept of marketing and distributing
furniture through the Internet. Mrs. Do and her husband, Tim Do, received
100,000 shares each of common stock in the Company for assistance in the
corporate formation.
<PAGE>
ITEM 8
DESCRIPTION OF SECURITIES
Common Stock
The Company's Articles of Incorporation authorizes the issuance of
20,000,000 shares of common stock, $.001 par value per share, of which
8,400,000 shares are outstanding as of the date of this Prospectus. Holders
of shares of common stock are entitled to one vote for each share on all
matters to be voted on by the stockholders. Holders of common stock have no
cumulative voting rights. Holders of shares of common stock are entitled to
share ratably in dividends, if any, as may be declared, from time to time by
the Board of Directors in its discretion, from funds legally available
therefor. In the event of a liquidation, dissolution or winding up of the
Company, the holders of shares of common stock are entitled to share pro rata
all assets remaining after payment in full of all liabilities. Holders of
common stock have no preemptive rights to purchase the Company's common
stock. There are no conversion rights or redemption or sinking fund
provisions with respect to the common stock. All of the outstanding shares
of common stock are validly issued, fully paid and non-assessable.
Preferred Stock
The Company's Articles of Incorporation also authorizes the issuance of
5,000,000 shares of Preferred Stock, $.001 par value per share, of which
there are no shares outstanding.
PART II
ITEM 1
MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND OTHER
SHAREHOLDER MATTERS
The Company plans to file for trading on the OTC Electronic Bulletin
Board which is sponsored by the National Association of Securities Dealers
(NASD). The OTC Electronic Bulletin Board is a network of security dealers
who buy and sell stock. The dealers are connected by a computer network which
provides information on current "bids" and "asks" as well as volume
information.
As of the date of this filing, there is no public market for the
Company's securities. As of October 2, 2000, the Company had 57 stockholders
of record. The Company has paid no cash dividends. The Company has no
outstanding options. The Company has no plans to register any of its
securities under the Securities Act for sale by security holders. There is no
public offering of equity and there is no proposed public offering of equity.
ITEM 2
LEGAL PROCEEDINGS
The Company is not currently involved in any legal proceedings and is not
aware of any pending or potential legal actions.
ITEM 3
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING CONTROL AND
FINANCIAL DISCLOSURE
In 2000, we engaged the services of Barrie L. Friedman, P.C. of Las
Vegas, Nevada, to provide an audit of our Financial Statements form March
22,2000 (inception) to September 30, 2000. This was our first auditor. We
have no disagreements with our auditor through the date of this filing.
<PAGE>
ITEM 4
RECENT SALES OF UNREGISTERED SECURITIES
On March 22, 2000, the Board of Directors authorized the issuance of
500,000 shares of common stock for services to Todd Ream, Hue Do and Tim Do
Rule 144 shares. The Company relied upon Section 4(2) of Securities Act of
1993, as amended (the "Act"). The Company issued the shares in satisfaction
of management services rendered to officers, directors and consultants which
does not constitute a public offering. The shares are subject to a 1 year
lockup period, commencing on August 2, 2000, pursuant to a lockup agreement
executed on July 10, 2000.
On March 28, 2000, the Company offered and sold 100,000 shares at $0.20
per share to a non-affiliated private investor. The Company relied upon
Section 4(2) of the Securities Act of 1993, as amended (the "Act"). The
investor was given access to all material aspects of the Company, including
the business, management, offering details, risk factors and financial
statements. The investor also completed a subscription confirmation letter
and subscription agreement whereby the investor certified that it was
purchasing the shares for its own accounts, with investment intent and that
the investor was either "accredited", or was a "sophisticated" purchaser,
having prior investment experience or education, and having adequate and
reasonable opportunity and access to any corporate information necessary to
make an informed investment decision. This offering was not accompanied by
general advertisement or general solicitation and the shares were issued with
a Rule 144 restrictive legend. The shares are subject to a 1 year lockup
period, commencing on August 2, 2000, pursuant to a lockup agreement executed
on July 10, 2000.
On March 30, 2000, the Company issued 50,000 shares of its $0.001 par
value common stock for legal services valued at $.20 per share, or
$10,000.00. Subsequently the 50,000 shares were cancelled with the agreement
that $10,000 in cash would be paid for the legal services as opposed to the
issuance of stock.
From the period of August 2, 2000 and September 29, 2000 the Company
offered and sold 240,000 shares at $0.25 per share to non affiliated
investors. The Company relied upon Regulation D 504 of the Securities Act of
1933, as amended (the "Act") and registered the offering with the State of
Nevada. Each prospective investor was given a prospectus designed to disclose
all material aspects of an investment in the Company, including the business,
management, offering details, risk factors and financial statements. Each
investor also completed a subscription agreement whereby the investors
certified that they were purchasing the shares for their own accounts.
Under the Securities Act of 1933 , all sales of an issuers's securities
or by a stockholder, must either be made (i) pursuant to an effective
registration statement filed with the SEC, or (ii) pursuant to an exemption
from the registration requirements under the 1933 Act.
Rule 144 under the 1933 Act sets forth conditions which if satisfied,
permit persons holding control securities (affiliated stockholders, i.e.,
officers, directors or holders of at least ten percent of the outstanding
shares) or restricted securities (non-affiliated stockholders) to sell such
securities publicly without registration. Rule 144 sets forth a holding
period for restricted securities to establish that the holder did not
purchase such securities with a view to distribute. Under Rule 144, several
provisions must be met with respect to the sales of control securities at any
time and sales of restricted securities held between one and two years. The
following is a summary of the provisions of Rule 144: (a) Rule 144 is
available only if the issuer is current in its filings under the Securities
an Exchange Act of 1934. Such filings include, but are not limited to, the
issuer's quarterly reports and annual reports; (b) Rule 144 allows resales of
restricted and control securities after a one year hold period, subjected to
certain volume limitations, and resales by non-affiliates holders without
limitations after two years; (c) The sales of securities made under Rule 144
during any three-month period are limited to the greater of: (i) 1% of the
outstanding common stock of the issuer; or (ii) the average weekly reported
trading volume in the outstanding common stock reported on all securities
exchanges during the four calendar weeks preceding the filing of the required
notice of the sale under Rule 144 with the SEC.
On September 29, 2000 the Board of Directors authorized a forward stock
split of 10:1 resulting in a total of 8,400,000 shares of common stock issued
and outstanding.
<PAGE>
ITEM 5
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to Nevada Revised Statutes Section 78.7502 and 78.751 our
Articles of Incorporation and bylaws provide for the indemnification of
present and former directors and officers and each person who serves at our
request as our officer or director. Indemnification for a director is
mandatory and indemnification for an officer, agent or employee is
permissive. We will indemnify such individuals against all costs, expenses
and liabilities incurred in a threatened, pending or completed action, suit
or proceeding brought because such individual is our director or officer.
Such individual must have conducted himself in good faith and reasonably
believed that his conduct was in, or not opposed to, our best interest. In a
criminal action he must not have had a reasonable cause to believe his
conduct was unlawful. This right of indemnification shall not exclusive of
other rights the individual is entitled to as a matter of law or otherwise.
We will not indemnify an individual adjudged liable due to his
negligence or willful misconduct toward us, adjudged liable to us, or if he
improperly received personal benefit. Indemnification in a derivative action
is limited to reasonable expenses incurred in connection with the proceeding.
Also, we are authorized to purchase insurance on behalf of an individual for
liabilities incurred whether or not we would have the power or obligation to
indemnify him pursuant to our bylaws.
Our bylaws provide that individuals may receive advances for expenses if
the individual provides a written affirmation of his good faith belief that
he has met the appropriate standards of conduct and he will repay the advance
if he is judged not to have met the standard of conduct.
Insofar as indemnification for liabilities arising under the securities act
of 1933, as amended, may be permitted to directors, officers or persons
controlling the company pursuant to the foregoing provisions, it is the
opinion of the securities and exchange commission that such indemnification
is against public policy as expressed in the act and is therefore
unenforceable.
PART F/S
The audited financial statements of the Company for the Period March 22,
2000 (inception) to September 30, 2000 and related notes which are included
in this offering have been examined by Barry L. Friedman, PC, and have been
so included in reliance upon the opinion of such accountant given upon their
authority as an expert in auditing and accounting.
<PAGE>
The Furnishing Club
(A Development Stage Company)
FINANCIAL STATEMENTS
March 22, 2000 (Inception) to September 30, 2000
<PAGE>
TABLE OF CONTENTS
PAGE #
INDEPENDENT AUDITORS REPORT F-1
ASSETS F-2
LIABILITIES AND STOCKHOLDERS' EQUITY F-3
STATEMENT OF OPERATIONS F-4
STATEMENT OF STOCKHOLDERS' EQUITY F-5
STATEMENT OF CASH FLOWS F-6
NOTES TO FINANCIAL STATEMENTS F-7-F-10
<PAGE>
INDEPENDENT AUDITORS' REPORT
Board of Directors October 3, 2000
The Furnishing Club
Las Vegas, NV
I have audited the accompanying Balance Sheets of The Furnishing Club (A
Development Stage Company), as of September 30, 2000, and the related
statements of operations, stockholders' equity and cash flows for the period
March 22, 2000(inception), to September 30, 2000. 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 we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. 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 The Furnishing
Club (A Development Stage Company), as of September 30, 2000, and the results
of its operations and cash flows for the period March 22, 2000 (inception),
to September 30, 2000, in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note #5 to the
financial statements, the Company has suffered recurring losses from
operations and has no established source of revenue. This raises substantial
doubt about its ability to continue as a going concern. Management's plan in
regard to these matters is described in Note #5. These financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.
/s/ Barry Friedman
___________________________
Barry L. Friedman
Certified Public Accountant
1582 Tulita Drive
Las Vegas, NV 89123
(702) 361-8414
<PAGE>
<TABLE>
The Furnishing Club
(A Development Stage Company)
September 30, 2000
BALANCE SHEET
ASSETS
September
30, 2000
<S> <S>
CURRENT ASSETS
Cash $ 62,929
-------------
TOTAL CURRENT ASSETS $ 62,929
-------------
OTHER ASSETS
Deposits $ 218
-------------
TOTAL OTHER ASSETS $ 218
-------------
TOTAL ASSETS $ 63,147
-------------
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
<TABLE>
The Furnishing Club
(A Development Stage Company)
September 30, 2000
BALANCE SHEET
LIABILITIES AND STOCKHOLDERS' EQUITY
September
30, 2000
<S> <C>
CURRENT LIABILITIES $ 10,149
--------------
TOTAL CURRENT LIABILITIES $ 10,149
--------------
STOCKHOLDERS' EQUITY (Note #4)
Preferred Stock
Par Value $0.001
Authorized 5,000,000
Issued and Outstanding at
September 30, 2000 - None $ 0
Common stock
Par value $0.001
Authorized 20,000,000 shares
Issued and outstanding at
September 30, 2000 - 8,400,000 Shares 8,400
Additional Paid-In Capital 72,100
Deficit accumulated during
The Development stage -27,502
-------------
TOTAL STOCKHOLDERS' EQUITY $ 52,998
-------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 63,147
-------------
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
<TABLE>
The Furnishing Club
(A Development Stage Company)
March 22, 2000 (inception), to September 30, 2000
STATEMENT OF OPERATIONS
September
30, 2000
<S> <C>
INCOME
Revenue $ 0
-------------
EXPENSES
General and
Administrative 27,502
------------
TOTAL EXPENSES $ 27,502
--------------
NET PROFIT/LOSS (-) $ -27,502
-------------
Net Profit/Loss(-)
per weighted share
(Note #1) $ -.0033
------------
Weighted average
Number of common
shares outstanding 8,400,000
------------
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
<TABLE>
The Furnishing Club
(A Development Stage Company)
March 22, 2000 (inception), to September 30, 2000
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Additional Accumu-
Common Stock paid-in lated
Shares Amount Capital Deficit
<S> <C> <C> <C> <C>
March 22, 2000
Issued for Corporate
Services 500,000 $ 500 $ 0
March 28, 2000
Issued for Cash 100,000 100 19,900
September 29, 2000
Issued for cash 240,000 240 59,760
September 29, 2000
Forward Stock Split
10 to 1 7,560,000 7,560 -7,560
Net loss
March 22, 2000,
(Inception) to
September 30, 2000 $ -27,502
------------------------------------------------------
Balance,
March 31, 2000 8,400,000 $ 8,400 $ 72,100 $ -27,502
------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
<TABLE>
The Furnishing Club
(A Development Stage Company)
March 22, 2000 (inception), to September 30, 2000
STATEMENT OF CASH FLOWS
September
30, 2000
<S> <C>
Cash Flows from
Operating Activities
Net Loss $ -27,502
Adjustment to reconcile
net loss to net cash
provided by operating
activities
Issue Common Stock
For Services +500
Changes in assets and
Liabilities
Accounts Payable 10,149
Deposits -218
-----------
Net cash used in
Operating activities $ -17,071
Cash Flows from
Investing Activities 0
Cash Flows from
Financing Activities
Issuance of Common
Stock for Cash 80,000
----------
Net Increase (decrease) $ 62,929
Cash, Beginning of period 0
------------
Cash, End of Period $ 62,929
------------
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
The Furnishing Club
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 2000
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized March 22, 2000, under the laws of the State of
Nevada as The Furnishing Club. The Company currently has no operations
and in accordance with SFAS #7, is considered a development company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Method
The Company records income and expenses on the accrual method.
Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.
Cash and equivalents
The Company maintains a cash balance in a non-interest-bearing bank
that currently does not exceed federally insured limits. For the
purpose of the statements of cash flows, all highly liquid
investments with the maturity of three months or less are
considered to be cash equivalents. There are no cash equivalents as
of September 30, 2000.
<PAGE>
The Furnishing Club
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
September 30, 2000
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Income Taxes
Income taxes are provided for using the liability method of
accounting in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS #109) "Accounting for Income Taxes". A
deferred tax asset or liability is recorded for all temporary
difference between financial and tax reporting. Deferred tax
expense (benefit) results from the net change during the year of
deferred tax assets and liabilities.
Loss Per Share
Net loss per share is provided in accordance with Statement of
Financial Accounting Standards No. 128 (SFAS #128) "Earnings Per
Share". Basic loss per share is computed by dividing losses
available to common stockholders by the weighted average number of
common shares outstanding during the period. Diluted loss per share
reflects per share amounts that would have resulted if dilative
common stock equivalents had been converted to common stock. As of
March 31, 2000, the Company had no dilative common stock
equivalents such as stock options.
Year End
The Company has selected December 31st as its fiscal year-end.
Policy in Regards to Issuance of Common Stock in a Non-Cash Transaction
The Company's accounting policy for issuing shares in a non-cash
transaction is to issue the equivalent amount of stock equal to the
fair market value of the assets or services received.
<PAGE>
The Furnishing Club
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
September 30, 2000
NOTE 3 - INCOME TAXES
There is no provision for income taxes for the period ended September
30, 2000, due to the net loss and no state income tax in Nevada, the
state of the Company's domicile and operations. The Company's total
deferred tax asset as of September 30, 2000, is as follows:
Net operation loss carry forward $ 0
Valuation allowance $ 0
Net deferred tax asset $ 0
NOTE 4 - STOCKHOLDERS' EQUITY
Common Stock
The authorized common stock of the corporation consists of 20,000,000
shares with a par value $.001 per share.
Preferred Stock
The authorized preferred stock of the corporation consists of 5,000,000
shares with a par value of $.001 per share.
On March 22, 2000, the Company issued 500,000 shares of its $0.001 par
value common stock for services valued at $.001 per share, or $500.00.
On March 28, 2000, the Company issued 100,000 shares of its $0.001 par
value common stock for $.20 per share or $20,000.00 cash.
On September 29, 2000, the Company completed a public offering that was
offered without registration under the Securities Act of 1933, as
amended (The "Act"), in reliance upon the exemption from registration
afforded by sections 4(2) and 3(b) of the Securities Act and Regulation
D promulgated there under. The Company sold 240,000 shares of common
stock at a price of $0.25 per share for a total amount raised of
$60,000.
<PAGE>
The Furnishing Club
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
September 30, 2000
NOTE 4 - STOCKHOLDERS' EQUITY (CONTINUED)
On September 29, 2000, the Company approved a forward stock split on the
basis of 10 for 1, thus increasing the common stock from 840,000 shares to
8,400,000 shares.
NOTE 5 - GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern, which contemplates
the realization of assets and liquidation of liabilities in the normal
course of business. However, the Company does not have significant cash
or other material assets, nor does it have an established source of
revenues sufficient to cover its operating costs and to allow it to
continue as a going concern.
The stockholders/officers and or directors have committed to advancing
the operating costs of the Company interest free, if necessary.
NOTE 6 - RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal property. An
officer of the corporation provides office services without charge. Such
costs are immaterial to the financial statements and accordingly, have
not been reflected therein. The officers and directors of the Company
are involved in other business activities and may in the future, become
involved in other business opportunities. If a specific business
opportunity becomes available, such persons may face a conflict in
selecting between the Company and their other business interests. The
Company has not formulated a policy for the resolution of such
conflicts.
NOTE 7 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional
shares of common or preferred stock.
<PAGE>
PART III
EXHIBITS
Exhibit 2 Plan of acquisition, reorganization or liquidation None
Exhibit 3(i) Articles of Incorporation Included
3(i)(a)Amended Articles of Incorporation Included
Exhibit 3(ii) Bylaws Included
Exhibit 4 Instruments defining the rights of holders None
Exhibit 9 Voting Trust Agreement None
Exhibit 10 Trademark Application None
Exhibit 11 Statement re: computation of per share earnings See Financial
Stmts.
Exhibit 16 Letter on change of certifying accountant None
Exhibit 21 Subsidiaries of the registrant None
Exhibit 23 Consent of Auditors Included
Exhibit 24 Power of Attorney None
Exhibit 27 Financial Data Schedule Included
SIGNATURES
In accordance with Section 12 of the Securities and Exchange Act of
1934, the registrant caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized.
THE FURNISHING CLUB
Date 10/5/00 By:/s/ Hue Do
Hue Do, President, Secretary,
Treasurer & Director
