UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 OMB APPROVAL
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FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
(Amendment No.___)
FUTUREROMANCE.COM, INC.
-----------------------
(Exact name of small business issuer in its charter)
Delaware 7200 11-3536272
-------- ---- ----------
(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
1983 Marcus Ave Lake Success, New York 11042, (516) 770-4720
--------------------------------------------------------------------------------
(Address and telephone number of principal executive offices)
1983 Marcus Ave Lake Success, New York 11042
--------------------------------------------------------------------------------
(Address of principal place of business or intended principal place of business)
James P. Reimann, 585 Parkside Blvd., Massapequa New York 11758, (516)770-4720
--------------------------------------------------------------------------------
(Name, Address and telephone number of agent for service)
COPIES TO:
Miles Garnett, Esq., 66 Wayne Avenue, Atlantic Beach, NY 11509 (516) 371-4598
Approximate date of proposed sale to the public: AS SOON AS PRACTICABLE AFTER
THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If 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. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock 4,000,000 $1.00 $4,000,000.00 $1,056.00
Title of each Share Proposed maximum Proposed maximum Amount of class of
securities amount to be offering price aggregate offering registration fee to be
registered registered per unit price </TABLE>
Total Number of Pages___
Exhibit List - Page___
<PAGE>
NOTE: Specific details relating to the fee calculation shall be furnished in
notes to the table, including references to provisions of Rule 457 (ss.230.457
of this chapter) relied upon, if the basis of the calculation is not otherwise
evident from the information presented in the table. If the filing fee is
calculated pursuant to Rule 457(o) under the Securities Act, only the title of
the class of securities to be registered, the proposed maximum aggregate
offering price for that class of securities and the amount of registration fee
need to appear in the Calculation of Registration Fee table. Any difference
between the dollar amount of securities registered for such offerings and the
dollar amount of securities sold may be carried forward on a future registration
statement pursuant to Rule 429 under the Securities Act.
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.
Page 2
<PAGE>
PROSPECTUS
An Initial Registered Public Offering
FUTUREROMANCE.COM, INC.
4,000,000 shares of Common Stock
The purchase price of our shares offered to the public is $ 1.00.
We are selling 4,000,000 shares of common stock which have a par value of $.0001
per share (the "Common Stock") which represents 22.2% of the total outstanding
shares based on the maximum amount of the offering. We are a Delaware
corporation. We have fixed the price of the 4,000,000 shares made in this
offering at $1.00 each.
We will sell the shares ourselves and do not plan to use underwriters or pay any
commissions. We will be selling our shares in a direct participation offering
and no one has agreed to buy any of our shares. We are offering a minimum of
250,000 shares at the offering price of $1.00 per share ("Minimum Offering"),
for total minimum offering proceeds of $250,000 (Minimum Offering Proceeds").
The Minimum Offering Proceeds will beheld in escrow until we reach the Minimum
Offering. If we reach the Minimum Offering, all escrowed proceeds will be
released and used for the purposes described in Use of Proceeds hereafter. If we
do not reach the Minimum Offering, we will return all proceeds to the
subscribers along with the pro-rata interest earned on their funds. The offering
will remain open until September 30, 2001, unless we decide to cease selling
efforts prior to this date.
This is our public offering, and no public market exists for our shares. We hope
to have prices for our shares quoted on the National Association of Securities
Dealers Automated Quotation System Bulletin Board ("NASDAQ Bulletin Board")
after we complete our offering. Our proposed trading symbol is "FROM". Prior to
this offering, there has been no public market for the shares and there can be
no assurance that such a market will develop. The offering price for the common
stock has been arbitrarily determined by us. The minimum subscription is 500
shares.
THE SECURITIES OFFERED HEREBY ARE HIGHLY SPECULATIVE AND INVOLVE A HIGH DEGREE
OF RISK. SEE THE CAPTION "RISK FACTORS" COMMENCING ON PAGE 7.
TOTAL
PER SHARE MINIMUM MAXIMUM
--------------------------------------------------------------------------------
Public offering price $ 1.00 $250,000 $4,000,000
Underwriting discounts
and commissions ................. none none none
Proceeds, before expenses, to us ..... $250,000 $4,000,000
================================================================================
The Securities and Exchange Commission and state securities regulators have
not approved or disapproved these securities or determined if this prospectus
is truthful or complete. Any representation to the contrary is a criminal
offense.
The date of this Prospectus is _____, 2000
Page 3
<PAGE>
TABLE OF CONTENTS
Summary ................................................................. 5
Our Company ............................................................. 5
Risk Factors ............................................................ 7
Use of Proceeds ......................................................... 10
Capitalization .......................................................... 11
Dilution ................................................................ 12
Business ................................................................ 13
Principal Shareholders. ................................................. 15
Management .............................................................. 16
Description of Securities ............................................... 19
Shares Eligible for Future Sale ......................................... 20
Available Information ................................................... 21
Dividend Policy ......................................................... 22
Stock Transfer Agent .................................................... 22
Experts ................................................................. 22
Legal Matters ........................................................... 22
Index to Financial Statements ........................................... F-1
Page 4
SUMMARY
OUR COMPANY
Our company was founded on January 30, 1998 by President James P.
Reimann and Chief Operating Officer Paul J. Reimann. The company's original name
was called Perfect Internet Productions, LLC and was incorporated as
FutureRomance.com, Inc. on February 3, 2000 in the State of Delaware.
FutureRomance.com is an interactive web-based matchmaking service for singles.
Our offices are located at 1983 Marcus Ave., Suite 117, Lake Success, New York
11042, and the telephone number is (516) 770-4720.
We have authorized 20,000,000 shares with a par value of $0.0001 per
share. We are selling 4,000,000 shares of common stock which have a par value of
$.0001 per share (the "Common Stock') which represents 22.2% of the total
outstanding shares based on the maximum amount of the offering. We have fixed
the price of the 4,000,000 shares made in this offering at $1.00 each.
Over the last twelve months, FutureRomance.com has generated over 7,000
free members. On October 17, 1999, we started charging membership fees using
e-commerce. We have over 400 paid members and anticipate continuous hyperbolic
growth. At the present time, we believe our operational web set is arguably one
of the most attractive, interesting and state of the art web sites, on the
Internet.
Unless otherwise indicated, the information in this prospectus,
irrespective of the date referenced, assumes that there is no exercise of
outstanding options or warrants to purchase additional shares.
THE OFFERING
COMMON STOCK OFFERED
FOR SALE HEREBY Up to a maximum of 4,000,000 shares by us.
OFFERING PRICE $1.00 per share offered to the public. The
shares are being sold on a "best efforts" basis.
TERMS OF THE OFFERING A minimum offering of 250,000 shares at $1.00 per
share ("Minimum Offering"), and proceeds of
$250,000 (Minimum Offering Proceeds"). Offering
proceeds will be held in escrow until
subscriptions reach the Minimum Offering. If we
reach the Minimum Offering, all escrowed proceeds
will be released and used for the purposes
described in Use of Proceeds hereafter. If we do
not reach the Minimum Offering, we will return all
proceeds to the subscribers along with the pro-
rata interest earned on their funds. The offering
will remain open until September 30, 2001, unless
we decide to terminate the selling efforts prior
to this date. The minimum subscription is 500
shares.
Page 5
<PAGE>
COMMON
PREFERRED
AUTHORIZED AND Stock Stock
OUTSTANDING ----- -----
SHARES OF Authorized: 20,000,000 none
STOCK Outstanding:
Prior to Offering: 14,000,000 none
After Offering*: 18,000,000 none
*Assuming the maximum amount of the Offering has been subscribed.
PLAN OF DISTRIBUTION This is a direct participation and no minimum
offering, with no commitment by anyone to purchase
any shares. The shares will be offered and sold on
a "best efforts" basis by our principal executive
officers and directors, although we may retain the
services of one or more NASD registered
broker-dealers as selling agent(s) to effect
offers and sales on our behalf. The broker-dealers
will receive a commission on their sales. None
have been retained as of this date.
USE OF PROCEEDS Assuming that the entire offering will be sold
then up to the first $50,000 that we raise will be
used to pay the expenses of the offering. The
priority for funds raised in excess of that amount
will be applied in the following order (i)
repayment of debt; (ii) to complete R & D
projects; (iii) to augment working capital; and
(iv) fulfill commitments. See "Use of Proceeds."
Page 6
<PAGE>
RISK FACTORS
The securities offered hereby are highly speculative and involve
substantial risks. Prospective investors should carefully consider the following
risk factors before making an investment decision.
WE HAVE A LIMITED OPERATING HISTORY AND A HISTORY OF LOSSES AND EXPECTATIONS OF
F4TURE LOSSES, SO THAT THERE IS AN UNCERTAINTY OF PROFITABILITY.
We started business in 1998 and were incorporated in 2/2000, and
therefore have only a limited operating history upon which an evaluation of our
prospects can be made. Such prospects must be considered in light of the
substantial risk, expenses and difficulties encountered by new entrants into the
Internet services industry. We were established as an online matchmaking site to
provide Internet services for single professional people looking for friends,
love, relationships, and marriage possibilities. We have incurred net losses
from inception through June 30, 2000 in the amount of $21,432 and therefore has
accumulated an earnings deficit, as well as negative working capital. We expect
to continue to incur net losses as we continue to expend substantial resources
on sales, marketing and administration, and the development of our products. We
do not anticipate operating net income until the last quarter of the year 2000.
In the next twelve months we anticipate an increase in capital of $4,000,000 as
a result of this offering. In addition, we currently intend to increase our
capital expenditures and operating expenses in order to expand our network to
support additional expected subscribers in existing and future markets and to
market and provide services to a growing number of potential subscribers. There
can be no assurance that we will achieve or sustain profitability or positive
cash flow from our operations.
WE EXPECT TO HAVE COMPETITION SOME OF WHICH MIGHT BE SUBSTANTIAL.
Many of our competitors and potential competitors have substantially
larger subscriber bases, longer operating histories, greater name recognition
than us. Such competitors may be able to undertake more extensive marketing
campaigns, adopt more aggressive pricing policies and devote substantially more
resources to developing online matchmaking services than us. There can be no
assurance that we will be able to compete successfully against current or future
competitors or that competitive pressures faced by us will not materially
adversely affect our business, operating results or financial condition.
Further, as a strategic response to changes in the competitive environment, we
may make certain pricing, service or marketing decisions or enter into
acquisitions or new ventures that could have a material adverse effect on our
business, operating results or financial condition.
WE EXPECT TO HAVE FUTURE ADDITIONAL CAPITAL REQUIREMENTS.
Our capital requirements depend on numerous factors, including the rate
of market acceptance of our products and services, our ability to maintain and
expand our customer base, the rate of expansion of our network infrastructure,
the level of resources required to expand our market, information systems and
research and development activities, the pricing and timing of acquisitions, the
availability of hardware and software provided by third party venders and other
factors. The timing and amount of such capital requirements cannot be accurately
predicted. If capital requirements vary materially from those currently planned,
or if we are unable to sell the entire amount of the Offering, we may require
additional financing sooner than anticipated. Additional capital requirements
are not anticipated during the next twelve months, assuming a minimum of
$250,000 is raised through this offering. We have no commitments for any
additional financing, and there can be no assurance that any such commitments
can be obtained on favorable terms, if at all.
Any additional equity financing may be dilutive to our shareholders,
and debt financing, if available, may involve restrictive covenants with respect
to dividends, raising future capital and other financial and operational
matters. If we are unable to obtain additional financing as
Page 7
<PAGE>
needed, we may be required to reduce the scope of our operations or our
anticipated expansion, which could have a material adverse effect on our
business, operating results and financial condition.
OUR OFFICERS AND DIRECTORS HAVE LIMITED LIABILITY.
We have adopted provisions to our Articles of Incorporation and By-laws
which limit the liability of its officers and directors and provides for
indemnification by us of our officers and directors to the fullest extent
permitted by Delaware corporate law. Our Articles of Incorporation generally
provide that our officers and directors shall have no personal liability to us
or our stock- holders for monetary damages for breaches of their fiduciary
duties as directors, except for breaches of their duties of loyalty, acts or
omissions not in good faith or which involve intentional misconduct or knowing
violation of law, acts involving unlawful payment of dividends or unlawful stock
purchases or redemptions, or any transaction from which a director derives an
improper personal benefit. Such provisions substantially limit the shareholders'
ability to hold officers and directors liable for breaches of fiduciary duty.
and may require us to indemnify its officers and directors.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing pro- visions, or otherwise, we have been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by us of expenses incurred or paid by a director, officer or
controlling person in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with
the securities being offered, we will submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
WE ARE DEPENDENT ON THIRD PARTIES.
Third party relationships are critical to our success. We currently
rely on outside sources for our connections to the Internet. We rely on outside
sources for means of hosting and delivering our services twenty-four hours a
day, 365 days per year. There can be no assurance that such third party
arrangements will be available on terms acceptable to us. If we are unable to
maintain relationships with third parties that provide Internet connections,
hosting internet services, we may be unable to market its services effectively
which will have a negative impact upon our profit- ability.
WE HAVE NOT PAID ANY DIVIDENDS AND IN THE FORESEEABLE FUTURE WE EXPECT THAT
THERE WILL BE A LACK OF DIVIDENDS.
To date, we have not paid any dividends. We are not currently
restricted from paying cash dividends. We presently plan to reinvest earnings in
order to finance the expansion and development of our business, and it is
therefore unlikely that any cash dividends will be declared in the foreseeable
future.
WE ARE UNABLE TO PROVE THAT WE HAVE THE ABILITY TO EXPAND.
To satisfy the influx of customer participations, we must continue to
expand and adapt its network infrastructure. The Company is dependent on Long
Island Internet Headquarters (a telecommunications and backbone internet
provider) for hosting services. The expansion and adaptation of our network
infrastructure includes purchasing dedicated servers. This will require
financial, operational and management resources as it negotiates
telecommunications capacity with net- work infrastructure suppliers. Due to the
limited deployment of its services to date, our ability to connect and manage a
substantially larger number of customers at high transmission speeds is unknown.
We have yet to prove our network's ability to be scaled up to higher customer
levels while
Page 8
<PAGE>
maintaining superior performance. Furthermore, it may be difficult for us to
quickly increase our network capacity in light of current necessary lead times
within the industry to purchase hardware and software and other critical items.
If FutureRomance.com fails to achieve or maintain high capacity data
transmissions, consumer demand could shrink because of possible degradation of
service. In addition, as we upgrade our network infrastructure to increase
bandwidth available to our customers, we may experience equipment or software
incompatibility that may cause delays in implementation.
WE HAVE BROAD DISCRETION AS THE THE USE OF PROCEEDS.
Our management shall have wide discretion as to the exact allocation,
priority and timing of the allocation of funds raised from this offering. The
allocation of the Proceeds of the offering may vary significantly depending upon
numerous factors, including the success that we have marketing our services.
Accordingly, we will have broad discretion with respect to the expenditure of
the net proceeds of this Offering.
THE OFFERING PRICE WAS ARBITRARILY DETERMINED BY US.
The public offering price of the Shares offered hereby was arbitrarily
determined by our management. The offering price bears no relationship to our
assets, book value, net worth or other economic or recognized criteria of value.
in no event should the offering price be regarded as an indicator of any future
market price of our securities.
EVEN AFTER THE OFFERING IS SOLD, CONTROL WILL BE MAINTAINED BY THE CURRENT
STOCKHOLDERS.
Subject to the limitations of Delaware corporate law, current
management will have control of us through its aggregate stock ownership of
approximately 78%, if the entire offering is sold, and will have the right to
perpetuate their status as officers and directors and therefore conduct our
business and affairs.
WE HAVE USED OUR OWN ATTORNEY TO DRAW ALL THE DOCUMENTS WITH RESPECT TO THIS
OFFERING AND NO SEPARATE INVESTORS' COUNSEL WAS RETAINED BY US.
We have not retained any independent professionals to review or comment
on this Offering or otherwise protect the interest of the investors hereunder.
Although we have retained our own counsel, neither such firm nor any other firm
has made, on behalf of the investors, any independent examination of any factual
matters represented by management herein, and purchasers of the shares should
not rely on the firm so retained with respect to any matters herein described.
THERE IS NO UNDERWRITER FOR THIS OFFERING AND WE ARE RELYING ON OUR OWN BEST
EFFORTS.
There is no underwriter for this Offering, therefore, offerees will not
have the benefit of an underwriter's due diligence efforts which would typically
include the underwriter to be involved in the preparation of disclosure and the
pricing of the common stock offered hereby among other matters. As we have never
engaged in the public sale of our common stock, it has no experience in the
underwriting of any such offering. Accordingly, there is no prior experience
from which investors may judge our ability to consummate this Offering. In
addition, the common stock is being offered on a "best efforts" basis.
Accordingly, there can be no assurances as to the number of shares that may be
sold or the amount of capital that may be raised pursuant to this offering.
WE CANNOT ASSURE YOU THAT THERE WILL BE A PUBLIC MARKET FOR OUR SECURITIES.
Our securities are not traded publicly at the present time. However, it
is our intention to be listed on the NASDAQ Bulletin Board System (OTC:BB).
There is presently no public market for the securities of the Company and no
assurance a market will develop for the securities upon
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<PAGE>
completion of this offering. There is also no assurance as to the depth or
liquidity of any potential market or the prices at which holders may be able to
sell the securities. An investment in the Shares may be totally illiquid and
investors may not be able to liquidate their investment readily or at all when
they need or desire to sell.
THERE IS VOLATILITY IN THE SHARES OF LOW PRICED STOCKS AND IN THE STOCK
MARKET.
If a public market develops for the Shares, many factors will influence
the market prices. The Shares will be subject to significant fluctuation in
response to variations in operating results, investor perceptions, supply and
demand, interest rates, general economic conditions and those specific to the
industry, developments with regard to our activities, future financial condition
and management.
THERE ARE RISKS RELATING TO LOW-PRICED STOCKS WHICH MAY AFFECT US.
If our securities were delisted and the trading price of our common
stock were to fall below $5.00 per share on that date, trading in such
securities would also be subject to the requirements of certain rules
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), which require additional disclosure by broker-dealers in connection with
any trades involving a stock defined as a penny stock (generally, any non-Nasdaq
equity security that has a market price of less than $5.00 per share, subject to
certain exceptions). Such rules require the delivery, prior to any penny stock
transaction, of a disclosure schedule explaining the penny stock market and the
risks associated therewith, and impose various sales practice requirements on
broker-dealers who sell penny stocks to persons other than established customers
and accredited investors (generally institutions). For these types of
transactions, the broker-dealer must make a special suitability determination
for the purchaser and have received the purchaser's written consent to the
transaction prior to sale. The additional burdens imposed upon broker-dealers by
such requirements may discourage broker-dealers from effecting transactions in
our securities, which could severely limit the market price and liquidity of
such securities and the ability of purchasers in this offering to sell their
securities in the secondary market. Disclosure is also required to be made about
commissions payable to both the broker-dealer and the registered representative
and current quotations for the securities. Finally, monthly statements are
required to be sent disclosing recent price information for the penny stock held
in the account and information on the limited market in penny stocks.
The foregoing penny stock restrictions will not apply to our securities
if such securities have certain price and buying information provided on a
current and continuing basis or meet certain minimum net tangible assets or
average revenue criteria. If we are successful in raising at least $4 million,
now, or at some time in the future, our securities would qualify for the
exemptions from the penny stock restrictions. Otherwise we will remain subject
to Section 15(b)(6) of the Exchange Act governing these penny stock
restrictions. If our securities were subject to the existing rules on penny
stocks, the market liquidity for our securities could be adversely affected.
USE OF PROCEEDS
We are seeking a new investment through this offering to expand our
current operations immediately. Achievement of this primary plan is entirely
dependent upon our ability raise a minimum of $250,000 through this offering. We
may not be able to raise all or part of the funds we need to operate our
business. If we are unable to raise these minimum funds, we will not be able to
execute our primary plan as presently contemplated by management and we will
return all funds received from subscribers.
The maximum net proceeds from this offering may be as high as
$4,000,000. If we are unable to sell all of the shares offered, the net proceeds
would be lower.
Page 10
<PAGE>
In the table below, we have detailed the minimum amount of capital
required for us to operate our business as currently planned. In addition, we
have outlined in order of priority, the manner in which we intend to use the
funds raised, assuming that we sell all of the shares offered. The net proceeds
we would receive from the sale of all of the 4,000,000 shares offered by this
prospectus are estimated to be approximately $4,000,000. For lesser percentages
of shares sold see the table following. The table also shows how we will use the
proceeds of the offering.
MINIMUM AMOUNT MAXIMUM AMOUNT
REQUIRED OF NET PROCEEDS
-------- ---------------
Company Proceeds from
the Offering $250,000 $4,000,000
Less: Offering Expenses 25,000 50,000
-------- ----------
Net Proceeds from
Offering $225,000 $3,950,000
-------- ----------
Use of Net Proceeds:
Marketing & Advertising $100,000 $2,000,000
Equipment purchases 15,000 50,000
General working capital 110,000 1,900,000
-------- ----------
Total Use of Net
Proceeds $225,000 $3,950,000
======== ==========
The offering price of the shares which were used to solicit the funds
referred to above has been arbitrarily determined by us.
The specific amounts to be allocated for these purposes will be in the
discretion of Management. We reserve the right to alter this stated use of
proceeds depending on business conditions which are unforseen at this time.
General Working Capital: We may use a portion of the proceeds allocated
to working and general corporate purposes to pay a portion of trade payables
incurred from time to time, if cash flow from operations is insufficient for
these purposes. We also expect to hire additional people to engage in general
and administrative activities.
Because we anticipate selling the shares through the efforts of our
officers and directors, the numbers above do not include any deductions for
selling commissions. If broker-dealers are used in the sale of the shares, up to
10% of any gross proceeds raised in this offering will probably be payable to
one or more NASD registered broker-dealers. In such event, net proceeds to us
will be decreased and the use of proceeds may be proportionately reallocated in
management's sole discretion. There are no current agreements, arrangements, or
other understandings in connection with any of the foregoing.
Until we reach the minimum offering, subscription funds will be held in
an interest- bearing escrow account. Once we reach the minimum offering, the
funds will be released from escrow and used as described above. To the extent
the net proceeds of the offering are not utilized immediately, we intend to
invest them in short-term certificates of deposit, interest bearing deposits,
short-term obligations of the United States of America or prime commercial
paper.
CAPITALIZATION
This table represents the capitalization of the Company as of September
30, 1999 as adjusted to give effect to this offering.
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<PAGE>
<TABLE>
<CAPTION>
SHARES SHARES
100% SOLD MINIMUM SOLD
ACTUAL ADJUSTED ADJUSTED
------ -------- --------
<S> <C> <C> <C>
Stockholders Equity
Common Stock, $.0001 par value
Authorized- 20,000,000 Shares
Issued and Outstanding- 14,000,000 Shares $1,400
Shares As Adjusted - 18,000,000 $1,800 $1,425
Additional Paid in Capital $33,373 $3,982,973 $258,348
Deficit Accumulated during the development stage (21,432) ($21,432) ($21,432)
------- ---------- --------
Total Stockholders Equity $13,341 $3,963,341 $238,341
======= ========== ========
</TABLE>
DILUTION
We were initially capitalized by the sale of common stock to our
founders. The following table sets forth the difference between our founders and
purchasers of the shares in this offering with respect to the number of shares
purchased from us, the total consideration paid and the average price per
share paid.
The table below assumes 250,000 (the "Minimum") of the Shares offered hereby
are sold.
SHARES ISSUED TOTAL CONSIDERATION AVERAGE PRICE
------------- ------------------- -------------
NUMBER PERCENT AMOUNT PERCENT PER SHARE
-------------- -------------- ---------
Founders 14,000,000 98% $34,773 12% $.002
New Investors 250,000 02% $250,000 88% $1.00
---------- --- -------- ---
Total 14,250,000 100% $284,773 100% $.02
---------- --- -------- ---
The table below assumes all of the Shares offered hereby are sold.
SHARES ISSUED TOTAL CONSIDERATION AVERAGE PRICE
------------- ------------------- -------------
NUMBER PERCENT AMOUNT PERCENT PER SHARE
-------------- -------------- ---------
Founders 14,000,000 78% $34,773 01% $.002
New Investors 4,000,000 22% $4,000,000 99% $1.00
---------- --- --------- ---
Total(1) 18,000,000 100% $4,034,773 100% $.22
---------- --- --------- ---
As of December 31, 1999, the net tangible book value of our common
stock was $13,341 or $.001 per share based on the 14,000,000 shares outstanding.
"Net tangible book value" per share represents the amount of total tangible
assets less total liabilities, divided by the number of shares. After giving
effect to the sale by us of 4,000,000 shares at an offering price of $1.00 per
share and after deducting estimated expenses and underwriting discounts, our
pro-forma net tangible book value as of that date would be $3,963,341 or $.22
per share, based on the 18,000,000 shares outstanding at that time. This
represents an immediate dilution (i.e. the difference between the offering price
per share of common stock and the net tangible book value per share of common
stock after the offering) of $.88 per share to the new investors who purchase
shares in the offering ("New Investors"), as illustrated in the following table
(amounts are expressed on a per share basis):
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<PAGE>
(1) Calculations concerning dilution are based on an assumption of the offering
being fully subscribed.
The following table represents the dilution per share based on the percentage
sold of the total amount of shares being offered.
MINIMUM MAXIMUM
SHARES SOLD SHARES SOLD
----------- -----------
Offering price ................................ $1.00 $1.00
Net tangible book value before offering. ...... $0.001 $0.001
Increase attributable to the Offering ......... $0.02 $0.22
Net tangible book value
after giving effect to the Offering ........... $0.02 $0.22
Per share Dilution to new investors ........... $ .98 $.88
Percent Dilution per share .................... 98% 88%
We do not intend to pay any cash dividends with respect to our common
stock in the foreseeable future. We intend to retain any earnings for use in the
operation of our business. Our Board of Directors will determine dividend policy
in the future based upon, among other things, our results of operations,
financial condition, contractual restrictions and other factors deemed relevant
at the time. We intend to retain appropriate levels of our earnings, if any, to
support our business activities.
BUSINESS
OUR COMPANY
FutureRomance.com is an interactive web-based matchmaking service for
single men and women seeking friends, relationships, and potential marriage
partners. Our service enables people to search by their favorite interests,
hobbies and communicate safely via anonymous e-mail. We help people develop the
beginning stages of long-term relationships. Our company also provides
professional advice on love and relationships. In addition, we provide features
such as horoscopes, movie and restaurant reviews, books, flowers and romantic
gifts. Our service is provided nationally and internationally to over 125
countries worldwide.
OUR OBJECTIVE
FutureRomance.com's objective is to become the most effective and
interactive online matchmaking business in its industry. Our company plans to
achieve this objective by establishing a multi-million client base coupled with
real-time audio and video programs. These programs include visual chatting and
the streaming of online dating events. Our focus is to delight our customers
with an audio and visual experience while searching for their perfect soul mate.
Our company believes the convenience of initiating personal relationships online
can fulfill the needs of millions of single, divorced and widowed web users
now and in the future.
OUR HISTORY
The business was founded on January 1998 by President James P. Reimann
and Chief Operating Officer Paul J. Reimann. Our original name was called
Perfect Internet Productions, LLC operating under the URL of
www.PerfectRomance.com. In February, 2000 we incorporated the business under the
name of FutureRomance.com, Inc., as a Delaware State Corporation. We are
authorized to issue 20,000,000 shares with a par value of $0.0001 per share.
Over the last 18 months FutureRomance.com has generated over 7,000 free members
to date. Through e-commerce solutions, our company has been collecting
membership revenues since October 1999.
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OUR SERVICE
FutureRomance.com is a worldwide web service where single people search
for potential friends, dates, relationships or marriage partners. Our service
collects information via an online form from users such as their favorite
hobbies, interests, physical features and geographical location. With the press
of a button, this information is stored on our database network. All personal
information such as name, address, e-mail, and zip code are held confidential.
Our customers also have the ability to search for a specific age range, gender,
race, and geographical location for their potential mate.
Our service uses its own proprietary e-mail system for members to
contact other members anonymously. Each member's real e-mail address is hidden
to protect the identity of the customer. The customer establishes a unique
username and password in the beginning of their membership. Each member would
then log on to the site using their username and password to search and contact
other interesting members.
Our service also provides online content such as relationship advice,
horoscopes, movie and restaurant reviews, books, flowers and romantic gifts. Our
company has affiliate revenue pro- grams with 1-800-FLOWERS, Amazon.com and
CD-NOW.Com. Establishing affiliate programs allows users the ability to purchase
romance-related products.
Our company provides users an interactive and delightful experience in
browsing our site. Users can hear music and see elaborate graphics. Our service
uses Flash technology software developed by MacroMedia, Inc. (NASDAQ: MACR).
Flash is an interactive web development tool for website designers. Flash
combines audio, graphics and motion to enhance web presentation for visitors. We
feel by enhancing a visitor experiences, we can establish and maintain a greater
client base.
OUR COMPETITION
We believe the competition is failing to provide interactivity with its
customers and is inadequately integrating these functions with its core
business. This includes these personal services provided by major search
engines. These search engines offer a basic matchmaking free service. These free
services tend to attract an unfavorable variety of non-serious, unprofessional
clients. Consequently, search engine users can be exposed to vulgarity, and
inappropriate content with these free sites.
The professional matchmaking industry has sparked the interests of
major corporations. One such company is Ticketmaster Online-CitySearch, Inc.
(NASDAQ: TMCS). In the summer of 1999, Ticketmaster acquired an online
matchmaker called "Match.com" for $50 million. Match.com is one of the leaders
in the industry. Another purchase in the industry was a $44 million purchase by
LYCOS for "Matchmaker.com". Consequently, the online matchmaking business plays
an important role with search engine and online ticket companies.
In our opinion, we can effectively compete with competitors by
providing customers with a user-friendly, interactive and entertaining service.
Currently, we believe customers are not experiencing the full capacity of web
interaction. We believe our service will combine these ingredients to provide
our users with the most appealing and entertaining service available.
OUR OPPORTUNITY
There is a clear and far-reaching opportunity to penetrate the existing
market and satisfy new customers by presenting them with quality and interactive
services. Our opportunities include the company offering a free e-mail service
(ex. hotmail.com) where visitors create a unique e-mail account to send and
receive messages. Implementing this service will increase the amount of daily
returning visitors and increase the total amount of daily page views. Our
company can use these figures as a sponsor base for advertising rates for other
businesses. These services plan to be integrated by the first quarter of the
second year of operation.
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We also plan to enter a business-to-business opt-in e-mail service. An
opt-in e-mail service consists of visitors choosing to receive specific e-mailed
information. Since visitors elect to receive e-mail on specific topics, this is
not considered spam. They can "opt out" of the e-mail list at any time. After
these lists build up, our company can sell these lists to businesses to further
enhance revenue. The company plans to implement these opt-in mail services
within the first year of operation.
OUR STRATEGY
Our strategy is to expand our client base while providing a unique user
experience. This will entail several functions. One function includes
implementing an aggressive marketing campaign to build the greatest personals
database. Second, is to add interactive software to our existing web site. This
will further enhance the user's experience. Our strategy of streaming audio and
video will encourage visitors to remember and revisit our site frequently.
OUR MARKETING STRATEGY.
Our company plans to efficiently use its advertising dollars to build
the greatest amount of members. One of the most efficient ways to draw people to
our site is through internet search engines, targeted banner ads, and opt-in
e-mail. In addition, our company can run ads on the radio, televisions,
newspapers and magazines. Our company values the importance of efficient
advertising while streamlining costs and maximizing earnings per share. In just
a few years, our strategic marketing plan can lead to accelerated profitability.
AN INTERACTIVE SITE:
Our interactive site will give users a pleasurable and entertaining
experience. Users will be able to hear special effects when clicking buttons and
viewing graphics. Users will be able to choose specific categories of interests
to find their perfect soul mate. These categories such as dining, travel, music,
sports, pets, religion, movies and more will help two people with similar
interests come together. Our unique category sections will give users an
interactive experience of music and motion and guide them in finding their
perfect romance.
REAL-TIME STREAMING VIDEO:
The future of online matchmaking involves using streaming audio and
video. Our company plans to integrate streaming video to display member
profiles, chats and real-time events. Our company will be able to convert a
member's videotape to display on our site. Additionally, video chat can enhance
a users experience as higher bandwidths become readily available worldwide. This
will be an area where members can visually communicate over the internet.
Lastly, is the implementation of real-time video events. Our company can present
our viewers live events such as actual dates, blind dates, dances, bands and
other entertaining broadcasts. We can further build our revenue stream by having
sponsors advertise during these special events.
CORPORATE INFORMATION
Our service can be located on the web at www. FutureRomance.com. Our
corporate offices can be located at 1983 Marcus Ave Lake Success, New York
11042. Our telephone number is 516-770-4720.
PRINCIPAL SHAREHOLDERS
The following table sets forth certain information regarding beneficial
ownership of our common stock as of March 31, 2000, by (i) each person
(including any "group" as that term is
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used in Section 13(d)(3) of the Securities Act of 1934 (the "Exchange Act") who
is known by us to own beneficially 5% or more of the common stock, (ii) each
director of the Company, and (iii) all directors and executive officers as a
group. Unless otherwise indicated, all persons listed below have sole voting
power and investment power with respect to such shares. The total number of
shares authorized is 20,000,000 shares, each of which is $.0001 per share par
value. 14,000,000 shares have been issued and are outstanding as follows:
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED PRIOR TO OFFERING OWNED AFTER OFFERING
NUMBER PERCENT(1) NUMBER PERCENT(2)
------ ---------- ------ ----------
James Reimann(3) 7,200,000 51.4% 7,200,000 40.0%
Paul Reiman(3) 5,000,000 35.7% 5,000,000 27.8%
Herbert Reimann(3) 1,800,000 12.9% 1,800,000 10.0%
(1) Directors and officers as a group 14,000,000 shares
(2) Assuming maximum offering sold resulting in 18,000,000 million shares
outstanding.
(3) Related by blood or marriage
MANAGEMENT
There are currently three (13) occupied seats on the Board of
Directors. The following table sets forth information with respect to the
directors and executive officers.
DATE SERVICE
NAME AGE OFFICE COMMENCED
---- --- ------ ---------
James P. Reimann* 31 Chairman, President January, 1998
& Chief Executive Officer
Paul J. Reimann* 24 Director, Chief January, 1998
Operating Officer
Herbert R. Reimann* 68 Chief Financial Officer January, 1998
& Treasurer
* Indicates Board Member
All directors will hold office until the next annual stockholder's
meeting and until their successors have been elected or qualified or until their
death, resignation, retirement, removal, or disqualification. Vacancies on the
board will be filled by a majority vote of the remaining directors. Officers of
the Company serve at the discretion of the Board of Directors. We intend to
increase the Board of Directors from its present three members to a minimum of
six members by adding outside directors at our next shareholders meeting.
The Officers and Directors of the Company are set forth below.
JAMES REIMANN, Chairman of the Board, President and Chief Executive
Officer
Mr. Reimann's responsibilities include web-site design and
implementation, marketing, programming, employing new strategies, contracts, and
computer networking. Mr. Reimann has
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worked for a banking and financial institution for eight years as a computer
image processing manager (European American Bank - subsidiary of ABN-AMRO Bank).
These responsibilities included processing checks through a high-speed computer
networking system. The computer system was a C + + based system that used state
of the art technology called intelligent character recognition (ICR). Mr.
Reimann insured quality order flow from his thirty employees and handled $10 -
$15 million in daily deposits. He has received Certificates of Recognition for
performance appraisals, programming, management and computer networking. Mr.
Reimann has an A.S. in Electrical Engineering. He attended Hofstra University
for Computer Engineering from 1991 - 1993. Mr. Reimann has also been a
Securities Registered Representative in the financial markets since 1995.
Mr. Reimann will act a CEO and Chairman for FutureRomance.com. He will
be responsible for all company operations including infrastructure development,
managing, marketing, programming, design and public relations. Additional
responsibilities include adopting new emerging technologies and integrating it
within the company's service. This includes, for example, the implementation of
audio and video. When bandwidth increases and more powerful internet connections
materialize, new technologies can be adopted by the company's service. Mr.
Reimann will lead the growth of the company to undetermined hyperbolic growth,
with the mindset of creating shareholder wealth. Mr. Reimann believes the
special chemistry of the company's management team is perfectly situated in
developing a successful high growth entity.
PAUL REIMANN, Chief Operating Officer and Director
Mr. Reimann began his Operational Management career while attending
Hofstra University's School of Business Management. Mr. Reimann has been the COO
of the Company since January 30, 1998. As an Operations Manager for
FutureRomance-com, Mr. Reimann was responsible for developing the infrastructure
and deploying the company's services worldwide. Mr. Reiniann developed and
implemented a central operations office from which all of the companies
operations were controlled for its worldwide services. Mr. Reimann developed and
supervised all of the company's day to day operations including customer
relations, public relations, marketing, recruitment and training, corporate
policy, billing & collections, and that of the of the central operations office.
Mr. Reimann reported directly to the CEO and Board of Directors of the company.
Mr. Reimann currently is responsible for maintaining the day-to-day operations
of FutureRomance.com and assisting the CEO and Board of Directors with
implementation of their policy and directives. These duties include the creation
of corporate infrastructure and policy to manage fast growth, training and
recruitment of employees, direct supervision of the member services and
technical support departments, advertising coordination, public relations,
departmental communications and strategic planning. Mr. Reimann attended Nassau
Community College earning an Associate's in Math and Science. Mr. Reimann is
currently finishing his Bachelor's Degree in Business Management from Hofstra
University.
HERBERT R. REIMANN, Chief Financial Officer and Director
Mr. Reimann is a Certified Public Accountant, graduated from New York
University with a B.S. in Business Management and a Masters in Accounting from
C.W. Post University. Mr. Reimann has been a practicing C.P.A. for 20 years
under his own private business. His clients consist of corporations with
revenues in excess of $10 million. Mr. Reiniann plans on using his experience
and expertise in managing and in the decision making process of financial
activities. Mr. Reimann will act as an advisor for the Board of Directors and
will not be a part of day-to-day operations. He will advise the company during
frequent board meetings regarding financial allocations of the company. Mr.
Reimann will be a key factor in accelerating growth while streamlining expenses.
EXECUTIVE COMPENSATION
The following table sets forth the anticipated annual remuneration for
the highest paid officers and directors of the Company.
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NAME CAPACITIES IN WHICH AGGREGATE
REMUNERATION IS EXPECTED TO BE RECEIVED REMUNERATION
--------------------------------------- ------------
James P. Reimann Chairman, President and Chief $67,000.00
Executive Officer
Paul J. Reimann Chief Operating Officer $52,000.00
Herbert R. Reimann Chief Financial Officer $12,000.00
James Reimann and Paul Reimann have worked without compensation since
the formation of the Company and has agreed to continue to work on behalf of the
Company without compensation until operations begin.
EMPLOYMENT AGREEMENTS
The Company has entered into an employment agreement with its founder,
Mr. James Reimann, as its President and Chief Executive Officer. The agreement
has no specified term, but terminates at any time upon Mr. Reimann death or
disability, or upon termination by the Company for cause or without cause, or
upon the voluntary resignation by Mr. Reimann. Mr. Reimann will receive minimum
compensation prior to the commencement of operations. His compensation will be
set and adjusted from time to time at the discretion of the Board of Directors.
STOCK OPTIONS
We have not adopted any formal stock options plans to reward and
provide incentives to its officers, directors, employees, consultants and other
eligible participants, but is anticipated to do so as follows: (a) the Executive
Stock Incentive Plan, (b) the Incentive Stock Option Plan, and (c) the Stock
Incentive Plan. We have reserved 500,000 shares for issuance under the plans.
Awards under each plan may be in the form of incentive stock options or
non-qualified stock options. We will not grant non-qualified stock options with
an exercise price of less than 85% of the fair market value of our common stock
on the date of the grant of the relevant option. The plans will be administered
by our Board of Directors, which is authorized to select the plan recipients,
the time or times at which awards may be granted and the number of shares to be
subject to each option awarded.
DIRECTORS' COMPENSATION
Our directors receive no compensation for their services as directors.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
At present we have not entered into individual indemnity agreements
with our Officers or Directors. However, our By-Laws and Certificate of
Incorporation provide a blanket indemnification that we shall indemnify, to the
fullest extent under Delaware law, our directors and officers against certain
liabilities incurred with respect to their service in such capabilities. In
addition, the Certificate of Incorporation provides that the personal liability
of our directors and officers and our stockholders for monetary damages will be
limited.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors, officers and controlling persons pursuant
to the foregoing provisions, or otherwise, we have been advised that in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Securities Act of 1933, as amended,
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by us of expenses incurred or
paid by a director, officer or controlling person in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, we will,
unless in the opinion of our counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933, as amended, and we will be governed by the final
adjudication of such case.
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DIRECTORS AND OFFICERS INSURANCE
We are exploring the possibility of obtaining directors and officers("D
& 0") liability insurance. We have obtained several premium quotations but have
not entered into any contract with any insurance company to provide said
coverages as of the date of this Prospectus. There is no assurance that we will
be able to obtain such insurance.
KEYMAN LIFE INSURANCE
Keyman Life Insurance is expected to be purchased after the effective
date of this offering in amounts up to $1 million, 50% payable to the Company
and 50% payable to family beneficiaries. We are planning to purchase such
insurance towards the cross purchase of shares from the estate of an officer or
director and to provide us with the capital to replace the executive loss
(executive search for successor, etc.).
DESCRIPTION OF SECURITIES
All material provisions of our capital stock are summarized in this
prospectus. However the following description is not complete and is subject to
applicable Delaware law and to the provisions of our articles of incorporation.
We have filed copies of these documents as exhibits to the registration
statement related to this prospectus.
COMMON STOCK
We are authorized to issue 20,000,000 shares, at a par value $.0001 per
share. As of the date of this Prospectus, there are 14,000,000 shares
outstanding. After giving effect to the Offering, the issued and outstanding
capital stock of the Company will consist of 18,000,000 shares.
YOU HAVE THE VOTING RIGHTS FOR YOUR SHARES. You and all other holders
of common stock are entitled to one vote for each share held of record on all
matters to be voted on by stock- holders. You have no cumulative voting rights
with respect to the election of directors, with the result that the holders of
more than 50% of the shares voting for the election of directors can elect all
of the directors then up for election.
YOU HAVE DIVIDEND RIGHTS FOR YOUR SHARES. You and all other holders of
common stock are entitled to receive dividends and other distributions when, as
and if declared by the Board of Directors out of funds legally available, based
upon the percentage of our common stock you own. We will not pay dividends. You
should not expect to receive any dividends on shares in the near future. This
investment may be inappropriate for you if you need dividend income from an
investment in shares.
YOU HAVE RIGHTS IF WE ARE LIQUIDATED. Upon our liquidation, dissolution
or winding up of affairs, you and all other holders of our common stock will be
entitled to share in the distribution of all assets remaining after payment of
all debts, liabilities and expenses, and after provision has been made for each
class of stock, if any, having preference over our common stock. Holders of
common stock, as such, have no conversion, preemptive or other subscription
rights, and there are no redemption provisions applicable to the common stock.
All of the outstanding common stock are, and the common stock offered hereby,
when issued in exchange for the consideration paid as set forth in this
Prospectus, will be, fully paid and nonassessable. Our directors, at their
discretion, may borrow funds without your prior approval, which potentially
further reduces the liquidation value of your shares.
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YOU HAVE NO RIGHT TO ACQUIRE SHARES OF STOCK BASED UPON THE PERCENTAGE
OF OUR COMMON STOCK YOU OWN WHEN WE SELL MORE SHARES OF OUR STOCK TO OTHER
PEOPLE. This is because we do not provide our stockholders with preemptive
rights to subscribe for or to purchase any additional shares offered by us in
the future. The absence of these rights could, upon our sale of additional
shares, result in a dilution of our percentage ownership that you hold.
SHARES ELIGIBLE FOR FUTURE SALE
Upon completion of this offering, we will have 18,000,000 shares issued
and outstanding assuming all the shares offered herein are sold. The common
stock sold in this offering will be freely transferable without restrictions or
further registration under the Securities Act, except for any of our shares
purchased by an "affiliate" (as that term is defined under the Act) who will be
subject to the resale limitations of Rule 144 promulgated under the Act.
There will be approximately 14,000,000 shares outstanding that are
"restricted securities" as that term is defined in Rule 144 promulgated under
the Securities Act.
The common stock owned by insiders, officers and directors are deemed
"restricted securities" as that term is defined under the Securities Act and in
the future may be sold under Rule 144, which provides, in essence, that a person
holding restricted securities for a period of one (1) year may sell every three
(3) months, in brokerage transactions and/or market maker transactions, an
amount equal to the greater of (a) one percent (1%) of our issued and
outstanding common stock or (b) the average weekly trading volume of the common
stock during the four (4) calendar weeks prior to such sale. Rule 144 also
permits, under certain circumstances, the sale of common stock without any
quantity limitation by a person who is not an affiliate of the Company and who
has satisfied a two (2) year holding period. Additionally, common stock
underlying employee stock options granted, to the extent vested and exercised,
may be resold beginning on the ninety-first day after the Effective Date of a
Prospectus, or Offering Memorandum pursuant to Rule 701 promulgated under the
Securities Act.
As of the date hereof and upon completion of the offering, none of our
common stock (other than those which are qualified by the SEC in connection with
this offering) are available for sale under Rule 144. Future sales under Rule
144 may have an adverse effect on the market price of the Common stock. Our
officers, directors and certain of our security holders have agreed not to sell,
transfer or otherwise dispose of their common stock or any securities
convertible into common stock for a period of 12 months from the date hereof.
Under Rule 701 of the Securities Act, persons who purchase shares upon
exercise of options granted prior to the date of this Prospectus are entitled to
sell such common stock after the 90th day following the date of this Prospectus
in reliance on Rule 144, without having to comply with the holding period
requirements of Rule 144 and, in the case of non-affiliates, without having to
comply with the public information, volume limitation or notice provisions of
Rule 144. Affiliates are subject to all Rule 144 restrictions after this 90-day
period, but without a holding period.
There has been no public market for our common stock. With a relatively
minimal public float and without a professional underwriter, there is little or
no likelihood that an active and liquid public trading market, as that term is
commonly understood, will develop, or if developed that it will be sustained,
and accordingly, an investment in our common stock should be considered highly
illiquid. Although we believe a public market will be established in the future,
there can be no assurance that a public market for the common stock will
develop. If a public market for the common stock does develop at a future time,
sales by shareholders of substantial amounts of our common stock in the public
market could adversely affect the prevailing market price and could impair our
future ability to raise capital through the sale of our equity securities.
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AVAILABLE INFORMATION
We have filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form SB-2 relating to the common stock
offered hereby. This Prospectus, which is part of the Registration Statement,
does not contain all of the information included in the Registration Statement
and the exhibits and schedules thereto. For further information with respect to
us, the common stock offered hereby, reference is made to the Registration
Statement, including the exhibits and schedules thereto. Statements contained in
this Prospectus concerning the provisions or contents of any contract, agreement
or any other document referred to herein are not necessarily complete. With
respect to each such contract, agreement or document filed as an exhibit to the
Registration Statement, reference is made to such exhibit for a more complete
description of the matters involved.
The Registration Statement, including the exhibits and schedules
thereto, may be inspected and copied at prescribed rates at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Washington,
DC 20549 and at the Commission's regional offices at 7 World Trade Center, 13th
Floor, New York, New York 10048 and 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. The Commission also maintains a web site that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission, including the Company.
The address of such site is <http://www.sec.gov>.
We intend to furnish to our shareowners annual reports containing
audited consolidated financial statements certified by independent public
accountants for each fiscal year and quarterly reports containing unaudited
consolidated financial statements for the first three quarters of each fiscal
year.
We will provide without charge to each person who receives a
Prospectus, upon written or oral request of such person, a copy of any of the
information that was incorporated by reference in the Prospectus (not including
Exhibits to the information that is incorporated by reference unless the
Exhibits are themselves specifically incorporated by reference). Any such
request shall be directed to the James P. Reimann, President and Chairman of the
Board of Directors of Future- Romance.com, Inc., 1983 Marcus Ave., Suite 117,
Lake Success, New York 11042, Tel.# (516) 770-4720.
Within five days of our receipt of a subscription agreement accompanied
by a check for the purchase price, we will send by first class mail a written
confirmation to notify the subscriber of the extent, if any, to which such
subscription has been accepted. We reserve the right to reject orders for the
purchase of shares in whole or in part. Upon acceptance of each subscriber, we
will promptly provide our stock transfer agent the information to issue shares.
You can also call or write us at any time with any questions you may
have. We would be pleased to speak with you about any aspect of this offering.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements that reflect our
views about future events and financial performance. Our actual results,
performance or achievements could differ materially from those expressed or
implied in these forward-looking statements for various reasons, including those
in the "risk factors" section beginning on page 7. Therefore, you should not
place undue reliance upon these forward-looking statements.
Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance, or achievements.
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DIVIDEND POLICY
We have never declared or paid cash dividends on our common stock and
anticipate that all future earnings will be retained for development of our
business. The payment of any future dividends will be at the discretion of our
Board of Directors and will depend upon, among other things, future earnings,
capital requirements, the financial condition of the Company and general
business conditions.
STOCK TRANSFER AGENT
Our transfer agent and registrar of the common stock is American Stock
Transfer & Trust Company, 40 Wall Street, New York, New York 10004.
EXPERTS
Our audited financial statement as of and for the year ending December
31, 1999 and the unaudited interim period ending June 30, 2000 have been
completed by Abrams and Company, P.C., Certified Public Accountants, Suite 4,
South 1, One Huntington Quadrangle, Melville, N.Y. 11747, Tel. (631) 454-9393,
as set forth in their report included herein and incorporated herein by
reference. Such financial statements have been included in reliance upon such
report given upon their authority as experts in accounting and auditing.
LEGAL MATTERS
There is no past, pending or, to our knowledge, threatened litigation
or administrative action which has or is expected by our management to have a
material effect upon our business, financial condition or operations, including
any litigation or action involving our officers, directors, or other key
personnel.
The Law Offices of Miles Garnett, Esq., 66 Wayne Avenue, Atlantic
Beach, N.Y.11509, Tel. #(516) 371-4598, <http://vzww.garnett.com>, will pass
upon certain legal matters relating to the Offering.
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FUTUREROMANCE.COM, INC.
FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1999
AND THE SIX MONTHS ENDED JUNE 30, 2000
TABLE OF CONTENTS
-----------------
PAGE
----
Independent Auditors' Report ........................... 1
Balance Sheets ......................................... 2
Statements of Operations ............................... 3
Statements of Stockholders' Equity ..................... 4
Statements of Cash Flows ............................... 5
Notes to Financial Statements .......................... 6-9
<PAGE>
ABRAMS AND COMPANY, P.C.
Certified Public Accountants
Suite 4 South I
One Huntington Quadrangle
Melville, N.Y. 11 747-4406
INDEPENDENT AUDITORS' REPORT
----------------------------
The Stockholders
FutureRomance.Com, Inc.
Massapequa, New York
We have audited the accompanying balance sheet of FutureRomance.Com,
Inc., a development stage company) as of December 31, 1999, and the
related statements of operations, stockholders' equity, and cash flows
for each of the two years in the period ended December 31, 1999. These
financial statements are the responsibility of FutureRomance.Com, Inc.'s
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
FutureRomance.Com, Inc., as of December 31, 1999, and the results of its
operations and cash flows for each of the two years in the period ended
December 31, 1999, in conformity with generally accepted accounting
principles.
/S/ Abrams and Company, P.C.
May 26, 2000
Telephone (631) 454-9393 E-mail: [email protected] Facsimile: (631) 454-6228
<PAGE>
<TABLE>
<CAPTION>
FUTUREROMANCE.COM, INC.
(formerly Perfect Internet Productions, LLC)
(A Development Stage Company)
BALANCE SHEETS
--------------
Unaudited
December 31, June 30,
ASSETS 1999 2000
------ ---- ----
Current assets
<S> <C> <C>
Cash and cash equivalents $ 351 $ 5,306
----------- -----------
Total current assets 351 5,306
----------- -----------
Equipment (net) 3,495 3,061
Other assets 2,700 8,700
----------- -----------
Total assets $ 6,546 $ 17,067
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $ 5,700 $ 3,726
----------- -----------
Total current liabilities 5,700 3,726
----------- -----------
Total liabilities 5,700 3,726
----------- -----------
Commitments and contingencies
Stockholder's equity
Common stock, $.0001 par value; 200 shares
authorized; 200 shares issued and outstanding Nil
Common stock, $.0001 par value; 20,000,000 shares
authorized; 14,000,000 shares issued and
outstanding 1,400
Additional paid in capital 17,991 33,373
Deficit accumulated during the developmental stage (17,145) (21,432)
----------- -----------
Total stockholders' equity 846 13,341
----------- -----------
Total liabilities and stockholders'equity $ 6,546 $ 17,067
=========== ===========
</TABLE>
See accompanying summary of accounting policies and notes
to the financial statements
<PAGE>
<TABLE>
<CAPTION>
FUTUREROMANCE.COM,
(formerly Perfect Internet Productions, LLC)
(A Development Stage Company)
STATEMENTS OF OPERATIONS
------------------------
CUMULATIVE
UNAUDITED FROM
FOR THE YEARS ENDED FOR THE SIX MONTHS ENDED INCEPTION TO
DECEMBER 31, JUNE 30, JUNE 30,
------------- -------- -------
1998 1999 1999 2000 2000
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
REVENUE $ 510 $ 1,102 $ - $ 3,913 $ 5,525
----- ------- ---- ------- -------
EXPENSES
General and administrative
4,375 14,057 4,180 7,875 26,307
----- ------ ----- ----- ------
4,375 14,057 4,180 7,875 26,307
LOSS BEFORE TAXES (3,865) (12,955) (4,180) (3,962) (20,782)
------- -------- ------- ------- --------
TAXES ON INCOME (LOSS)S - 325 325 325 650
- --- --- --- ---
NET LOSS (3,865) (13,280) (4,505) (4,287) (21,432)
------- -------- ------- ------- --------
Deficit - beginning of year - (3,865) (3,865) (17,145) -
- ------- ------- -------- -
DEFICIT - END OF YEAR $ (3,865) $ (17,145) $ (8,370) $ (21,432) $ (21,432)
========= =========== ========= ========== ==========
Net loss per share $ (19) $ (66) $ (23) $ (0) $ (0)
========= =========== ========= ========== ==========
Weighted average number
of common shares outstanding
200 200 200 14,000,000 14,000,000
========= =========== ========= ========== ==========
</TABLE>
See accompanying summary of accounting policies and notes to the
financial statements.
<PAGE>
<TABLE>
<CAPTION>
FUTUREROMANCE.COM, INC.
(formerly Perfect Internet Productions, LLC)
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY
ADDITIONAL TOTAL
COMMON STOCK PAID-IN ACCUMULATED STOCKHOLDERS'
SHARES AMOUNT CAPITAL DEFICIT EQUITY
------ ------ -------- ------- ------
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1997 - $ - $ - $ - $ -
Issuance of common stock 200 NIL -
Net loss 8,292 8,292
(3,865) (3,865)
----------- ------ --------- -------- --------
Balance at December 31, 1998 200 NIL 8,292 (3,865) (3,865)
Capital contributions 9,699 9,699
Net loss (13,280) (13,280)
----------- ------ --------- -------- --------
Balance at December 31, 1999
Recapitalization and change in name from
Perfect Internet Productions, LLC
to FutureRomance.Com, Inc. 13,999,800 1,400 (1,400) -
16,782 16,782
(4,287.00) (4,287)
----------- ------ --------- -------- --------
BALANCE AT JUNE 30, 2000 14,000,000 $ 1,400 $ 33,373 $ (21,432) $ 13,341
=== ==== ========== ======== ======== ========= ========
</TABLE>
See accompanying summary of accounting policies and notes to the
financial statements.
<PAGE>
<TABLE>
<CAPTION>
FUTUREROMANCE.COM, INC.
(formerly Perfect Internet Productions, LLC)
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
Cumulative
Unaudited from
For the years ended For the six months ended Inception to
December 31, June 30, June 30,
---- ---- ---- ---- ----
1998 1999 1999 2000 2000
---- ---- ---- ---- ----
Cash flows from operating activities Adjustments to
reconcile net loss to
net cash used by operating activities
<S> <C> <C> <C> <C> <C>
Net loss $ (3,865) $(13,280) $ (4,505) $ (4,287) $ (21,432)
Depreciation 230 631 77 434 1,295
Changes in current liabilities -- 5,700 -- (1,974) 3,726
-- ----- -- ------- -----
----------- ------- ------- --------- ------------
NET CASH USED BY OPERATING ACTIVITIES (3,635) (6,949) (4,428) (5,827) (16,411)
----------- ------- ------- --------- ------------
Cash flows from investing activities
Purchase of office equipment (2,300) (2,056) -- -- (4,356)
Purchase of other assets (1,500) (1,200) -- (6,000) (8,700)
----------- ------- ------- --------- ------------
NET CASH USED BY INVESTING ACTIVITIES (3,800) (3,256) -- (6,000) (13,056)
----------- ------- ------- --------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES
ISSUANCE OF COMMON STOCK -- -- -- 1,400 1,400
CAPITAL CONTRIBUTIONS 8,292 9,699 5,032 15,382 33,373
----------- ------- ------- --------- ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 8,292 9,699 5,032 16,782 34,773
----------- ------- ------- --------- ------------
NET INCREASE/(DECREASE) IN CASH 857 (506) 604 4,955 5,306
CASH - BEGINNING OF YEAR -- 857 857 351 --
-- --- --- --- --
CASH - END OF YEAR $ 857 $ 351 $ 1,461 $ 5,306 $ 5,306
----------- ------- ------- --------- ------------
TAXES PAID $ 325 $ - $ - $ 325 $ 650
=========== ======= ======= $======== ============
INTEREST PAID $ - $ - $ - - $ -
=========== ======= ======= $======== ============
</TABLE>
See accompanying summary of accounting policies and notes to
the financial statements.
<PAGE>
FUTUREROMANCE.COM, INC.
NOTES T0 FINANCIAL STATEMENTS
-----------------------------
1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
--------------------------------------------------------------------
FutureRomance.Com, Inc. (The Company) was founded in January 1998 and was
originally named Perfect Internet Productions, LLC. On February 14, 2000 the
name was changed to FutureRomance.Com, Inc. FutureRomance.Com, Inc. designed
and maintains a website for a dating service. The Company is still in the
developmental stage.
REVENUE RECOGNITION
-------------------
Sales are recognized upon receipt of membership fees via the Internet web
page through credit card charges.
EQUIPMENT
---------
Equipment is stated at cost. Depreciation is provided using the
straight-line method over the estimated useful lives of the assets.
USE OF ESTIMATES
----------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
ADVERTISING COSTS
-----------------
Advertising costs are expensed as incurred.
FAIR VALUE OF FINANCIAL INSTRUMENTS
-----------------------------------
Carrying amounts of certain of the Company's financial instruments including
cash, and other current assets, and accounts payable approximate fair value
due to the short-term maturity of the 'instruments.
INCOME TAXES
------------
The company, as of December 3 1, 1 999 is treated as a partnership for
income tax purposes and as such all profits and losses are includable in the
shareholders' income tax returns.
6
<PAGE>
FUTUREROMANCE.COM, INC.
NOTES TO FINANCIAL STATEMENTS
-----------------------------
Subsequent to February 2000, income taxes are provided based on the
Liability method of accounting pursuant to Statement of Financial
Accounting Standards No.
109, 'Accounting for Income Taxes.'
There are no corporate taxes as the company has incurred losses. Deferred
tax assets related to the company's interim period operating results are
not material.
LONG-LIVED ASSETS
-----------------
In March 1995, Statement of Financial Accounting Standards No. 121,
'Accounting for the Impairment of Long-lived Assets and for Long-lived
Assets to be disposed of," was issued ("SFAS 121"). SFAS 121 requires those
long-lived assets and certain identifiable intangibles to be held and used
or disposed of by an entity be reviewed for impairment whenever events of
changes in circumstances indicate that the carrying amount of an asset may
not be recoverable. The Company has adopted this statement and determined
that no impairment loss need be recognized for applicable assets.
BASIC NET INCOME PER SHARE
--------------------------
In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128, 'Earnings Per Share' ('SFAS
128') which requires presentation of basic earnings per hare ('13asic EPS')
and diluted earnings per share ("Diluted EPS') by all entities that have
publicly-traded common stock or potential common stock (options, warrants,
convertible securities, or contingent stock arrangements). SFAS 128 also
requires presentation of earnings per share by an entity that has made a
filing or is in the process of filing with a regulatory agency in
preparation for the sale of those securities in a public market.
Basic EPS is computed by dividing income available to common stockholders
by the weighted average number of common shares outstanding during the
period. Diluted EPS gives effect to all dilutive potential common shares
outstanding during the period. The computation of dilutive EPS does not
assume conversion, exercise, or contingent exercise of securities that
would have an antidilutive effect on earnings.
CASH FLOWS
----------
For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with a maturity of three months or
less to be cash equivalents.
7
<PAGE>
FUTUREROMANCE.COM, INC.
NOTES TO FINANCIAL STATEMENTS
----------------------------
OTHER ASSETS
------------
Other assets consist of development costs for the Website. The Company has
incurred 90% of the cost through December 31, 1999 and will capitalize the
balance as costs are incurred.
EQUIPMENT
---------
Equipment consists of the following:
1998 1999
---- ----
Computer equipment $ 2300 $ 4356
Less Accumulated
Depreciation (230) (861)
------ ------
$ 2070 $ 3495
====== ======
LEASE
-----
The Company leases equipment for use with credit card approvals.
Future minimum rental commitments, including monthly service charges and
credit card discounts are $840 per year through March 2001.
Minimum annual rentals are as follows:
2000 $ 840
2001 210
-------
$ 1,050
=======
Lease expense approximated $700 and $900 for the years, ended December 31, 1
998 and 1 999 respectively.
STOCKHOLDERS' EGUITY
--------------------
Stockholders' equity is comprised of capital contributed by the two
stockholders of the Company as expenses are incurred.
8
<PAGE>
FUTUREROMANCE.COM, INC.
NOTES TO FINANCIAL STATEMENTS
-----------------------------
The Company intends to publicly offer a maximum of 4,000,000 shares for
research and development costs through December 31, 2001. The minimum
offering is 250,000 shares.
The Company does not pay dividends and has no intention to do so in the near
future.
9
<PAGE>
No dealer, salesperson or any other person is authorized to give any information
or to make any representations in connection with this Prospectus and, if given
or made, such information or representations must not be relied upon as having
been authorized by us. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any security other than the securities offered
by this Prospectus, or an offer to sell or solicitation of an offer to buy any
securities by anyone in any jurisdiction in which such offer or solicitation is
not authorized or is unlawful. The delivery of this Prospectus shall not, under
any circumstances, create any implication that the Inc. information herein is
correct as of any time subsequent to the date of the Prospectus.
--------------------------------------------------------------------------------
Until September 30, 2001 all dealers effecting transactions in the registered
securities, whether or not participating in this distribution, may be required
to deliver a prospectus. This is in addition to the obligation of dealers to
deliver a prospectus when acting as underwriters and with respect to their
unsold allotments or subscriptions.
TABLE OF CONTENTS
Summary ............................................................5
Our Company ......................................................5
Risk Factors .....................................................7
Use of Proceeds ...............................................10
Capitalization ..................................................11
Dilution ............................................................12
Business .........................................................13
Principal Shareholders .........................................15
Management .....................................................16
Description of Securities ........................................... 19
Shares Eligible for Future Sale .................................. 20
Available Information .......................................... 21
Dividend Policy ................................................. 22
Stock Transfer Agent .......................................... 22
Experts ........................................................... 22
Legal Matters .............................. .................... 22
Index to Financial Statements ..................................... F-1
FUTUREROMANCE.COM,
4,000,000
SHARES COMMON STOCK
(par value $.0001 per share)
FutureRomance.com, Inc.
1983 Marcus Ave.
Lake Success, New York 11042
______, 2000
APPENDIX
For Office Use Only:
Broker/Dealer Name & Address
Investor:
_________________________
Investor # _______________
SUBSCRIPTION AGREEMENT
for
FUTUREROMANCE.COM, INC.
Common Stock ($1.00 per share)
Persons interested in purchasing common stock of FutureRomance.com, Inc.
must complete and return this Subscription Agreement along with their check
or money order to:
FUTUREROMANCE.COM, INC.
1983 MARCUS AVE.
LAKE SUCCESS, NEW YORK 11042, ("THE ISSUER") ("THE COMPANY")
Subject only to acceptance hereof by the issuer, in its discretion, the
undersigned hereby subscribes for the number of common shares and at the
aggregate subscription price set forth below.
An accepted copy of this Agreement will be returned to the Subscriber as a
receipt, and the physical stock certificates shall be delivered to each
Investor within thirty (30) days of the Close of this Offering.
SECURITIES OFFERED - The Company is offering 4,000,000 shares
(par value $.0001 per share) at $ 1.00 per share.
MINIMUM SUBSCRIPTION - In connection with this subscription the
undersigned hereby subscribes to the number of common shares shown in the
following table.
All Subscribers - The Minimum Subscription is 500 shares.
Number of Common Shares = __________________
Multiply by Price of Shares x $1.00 per Share
-------------------
Aggregate Subscription Price = $__________________
Check or money order shall be made payable to FutureRomance.com, Inc.
Subscription Agreement Page 1 of 2
<PAGE>
In connection with this investment in the Company, I represent and warrant as
follows:
a) Prior to tendering payment for the shares, I received a copy of and read your
prospectus ________ dated ,2000.
b) I am a bona fide resident of the state of _________________.
c) The Issuer and the other purchasers are relying on the truth and accuracy of
the declarations, representations and warranties herein made by the undersigned.
Accordingly, the foregoing representations and warranties and undertakings are
made by the undersigned with the intent that they may be relied upon in
determining his/her suitability as a purchaser. Investor agrees that such
representations and warranties shall survive the acceptance of Investor as a
purchaser, and Investor indemnities and agrees to hold harmless, the Issuer and
each other purchaser from and against all damages, claims, expenses, losses or
actions resulting from the untruth of any of the warranties and representations
contained in this Subscription Agreement.
Please register the shares which I am purchasing as follows:
Name: Date:
------------------------ ---------------------
As (check one)
[ ] Individual [ ] Tenants in Common [ ] Existing Partnership
[ ] Joint Tenants [ ] Corporation [ ] Trust
[ ] Minor with adult custodian under the Uniform Gift to Minors Act
For the person(s) who will be registered shareholders):
------------------------------- ------------------------------
Signature of Subscriber Residence Address
------------------------------- ------------------------------
Name of Subscriber (Printed) City or Town
------------------------------- ------------------------------
Signature of Co-Subscriber State Zip Code
------------------------------- ------------------------------
Name of Co-Subscriber (Printed) Telephone
------------------------------- ------------------------------
Subscriber Tax I.D. or Co-Subscriber Tax I.D. or
Social Securitv Number Social Security Number
-------------------------------------------
E-mail Address (if available)
--------------------------------------------------------------------------------
ACCEPTED BY: FUTUREROMANCE.COM, INC.
By: Date
----------------------------------- -------------------------
Officer
Subscription Agreement Page 2 of 2
<PAGE>
Part II - INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. Indemnification of Officers and Directors
The information required by this item is incorporated by reference to
"indemnification" in the prospectus herein.
At present we have not entered into individual indemnity agreements
with our Officers or Directors. However, our By-Laws and Certificate of
Incorporation provide a blanket indemnification that we shall indemnify, to the
fullest extent under Delaware law, our directors and officers against certain
liabilities incurred with respect to their service in such capabilities. In
addition, the Certificate of Incorporation provides that the personal liability
of our directors and officers and our stockholders for monetary damages will be
limited.
Insofar as indemnification for liabilities arising under the Securi-
ties Act may be permitted to our directors, officers and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Securities Act of 1933, as amended,
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by us of expenses incurred or
paid by a director, officer or controlling person in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, we will,
unless in the opinion of our counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933, as amended, and we will be governed by the final
adjudication of such case.
ITEM 25. Other Expenses of issuance and distribution
SEC Registration Fee $ 1,056.00
Blue Sky Fees and Expenses $ 10,000.00
Legal Fees and Expenses $ 18,000.00
Printing and Engraving Expenses $ 1,000.00
Accountant's Fees and Expenses $ 15,000.00
--------------
Total $ 45,056.00
The foregoing expenses, except for the SEC fees, are estimated.
ITEM 26. Recent Sales of Unregistered Securities.
(a) Unregistered Securities Sold within the past three years
NONE
<PAGE>
<TABLE>
<CAPTION>
ITEM 27. - EXHIBITS
Index to Exhibits
----------------------------------------------------------------------------------
SEC REFERENCE TITLE OF DOCUMENT LOCATION
NUMBER
----------------------------------------------------------------------------------
<S> <C> <C>
3.1 Articles of Incorporation This filing page
----------------------------------------------------------------------------------
23.1 Consent of Abrams and This filing
Company, P.C. page
-------------------------------------------------------------------------------------------
23.2 & 5.1 Consent of Miles Garnett, Esq. To be Filed with
Amendment
-------------------------------------------------------------------------------------------
27.1 Financial Data Schedule This filing page
-------------------------------------------------------------------------------------------
</TABLE>
