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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
THE READYMAN.COM, INC.
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(Name of small business issuer in its Charter)
California 33-0906306
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(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
7825 Fay Avenue, La Jolla, Ca 92037 (858) 571-8431
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(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
7375
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(Primary Standard Industrial Classification Code Number)
Registered Agent
Kennan E. Kaeder
Attorney at Law
110 West "C" Street, Suite 1904
San Diego, Ca 92101
Telephone (619) 232-6545
Facsimile (619) 236-8182
[email protected]
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(Name, address, including zip code,
and telephone number, including area
code, of agent for service)
Approximate date of commencement of proposed sale to the public: as soon as
practicable after this registration becomes effective.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [x]
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If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of each Amount to be Proposed Proposed Amount of
class of registered maximum maximum registration fee
securities to be offering price aggregate
registered per share offering price
<S> <C> <C> <C> <C>
Common 5,000,000 $0.10 $500,000 $125.00
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</TABLE>
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 this registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
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SUBJECT TO COMPLETION -- DATED JANUARY 17, 2001
THEREADYMAN.COM, INC.
Shares of Common Stock
$0.10 per share
This Prospectus relates to the public offering for cash by
Thereadyman.com,Inc. of a minimum of 500,000 and a maximum of 5,000,000
shares of common stock. This is our initial public offering, there is no
public market for the Common Stock, and there is no assurance that one will
develop following the Offering described in this Prospectus. See RISK FACTORS
beginning on page 3.
We are offering the common stock subject to the subscription and
payment of a minimum of 500,000 shares up to a maximum of 5,000,000 shares
during an offering period of 90 days, unless we choose to extend the offering
for an additional 90 days. We reserve the right to close the Offering at an
earlier time. See PLAN OF DISTRIBUTION beginning on page 7.
At the date of this Prospectus, John Lee, our president, is the sole
person acting as a sales agent and will not be paid any commission on the sale
of the Common Stock. We may enter into agreements with certain selected dealers
to sell the Shares, in which event we will pay a sales commission of ten percent
(10%) to such selected dealers for actual sales. We do not have any such
agreements in place.
The proceeds from the offering, after the deduction of expenses, will
be used to develop our proposed web site and for working capital. See USE OF
PROCEEDS beginning on page 8.
All funds collected from the sale of the Common Stock will be deposited
in an escrow account with San Diego National Bank, an unaffiliated federally
insured depository in San Diego, California, which will be our escrow agent. If
the minimum 500,000 shares are not sold during and paid for during the offering
period, all funds will be promptly returned to subscribers in full, without
paying interest or deducting expenses. All subscribers' checks should be made
payable to "San Diego National Bank-Thereadyman.com, Inc., Escrow Account."
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK, INCLUDING IMMEDIATE AND
SUBSTANTIAL DILUTION FROM THE PUBLIC OFFERING PRICE. YOU SHOULD CAREFULLY READ
AND CONSIDER THE SECTIONS ENTITLED "RISK FACTORS" BEGINNING AT PAGE 7 AND
"DILUTION" BEGINNING AT PAGE 5.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THE
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is __________, 2001
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Table of Contents
Pursuant to Item 502(f) of Regulation S-B
<TABLE>
<CAPTION>
Section Page
<S> <C>
PROSPECTUS SUMMARY 1
RISK FACTORS 3
DILUTION 5
COMPARATIVE DATA 6
PLAN OF DISTRIBUTION 7
USE OF PROCEEDS 8
DESCRIPTION OF BUSINESS 11
MANAGEMENT 27
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS 29
DESCRIPTION OF SECURITIES 30
CERTAIN TRANSACTIONS 34
MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 35
LEGAL MATTERS 36
EXPERTS 36
AVAILABLE INFORMATION 36
INDEX TO FINANCIAL STATEMENTS 38
FINANCIAL STATEMENTS F-1
</TABLE>
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PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more detailed
information and the financial statements and notes thereto appearing elsewhere
in this Prospectus.
<TABLE>
<S> <C>
Business description ............ Thereadyman.com, Inc. was organized to take
advantage of a trend toward the development
Internet portals devoted exclusively to subjects
of interest to men only, including search engine
capabilities. We propose to create an
Internet web site to attract male visitors
worldwide by providing various localized
services for information, shopping, sports,
news, discussion groups, sports tournament committees
men's pro shops and web site "peer review".
Contact information ............. Thereadyman.com, Inc., John Lee, CEO,
7825 Fay Avenue, La Jolla, CA 92037
Phone: (858) 571-8431
Securities Offered .............. A minimum of 500,000 shares and a maximum of
5,000,000 shares of Common Stock, no par value
share. See DESCRIPTION OF CAPITAL STOCK.
Shares of Common Stock Outstanding
Prior to the Offering .......... Common Stock: 5,000,000
Shares of Common Stock Outstanding
After the Offering ............. Common Stock: 5,500,000 (Minimum)
10,000,000 (Maximum)
Offering Price Per Share ........ $0.10
Estimated Proceeds After
Offering Expenses .............. $50,000, minimum, $500,000, maximum
Use of Proceeds ................. Our first step is to develop our web site.
We will use the minimum proceeds to develop
the web site. Once the web site is
developed, we intend to generate revenues
from the sale of banner advertising and/or
usage fees. We will use proceeds above the minimum for
expenses we incur in selling advertising and
administering the usage fees. See USE OF
PROCEEDS.
</TABLE>
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<TABLE>
<S> <C>
Risk Factors .................... We need money for operations, we have no
current revenues, and we do not know how
soon we will be able to generate revenues.
Our business success is dependent on the
our ability to sell unproven products and
services in a competitive marketplace.
You may not be able to sell your
shares if no public market develops,
or only sell at a loss if the market
price is low. The president owns
enough shares to control our
business activities and actions
without shareholder input or
consent.
</TABLE>
Summary Financial Information
-----------------------------
The following table shows selected summarized financial data for
THEREADYMAN.COM, INC. at the dates and for the periods indicated. The data
should be read in conjunction with the financial statements and notes included
in this Prospectus beginning on page __.
STATEMENT OF OPERATIONS DATA:
-----------------------------
From Inception
(April 13, 2000)
to September 30, 2000
-----------------
<TABLE>
<S> <C>
Revenues .............................. $ 0
Expenses .............................. $ 27,068.00
Net (Loss)............................. $(27,068.00)
Basic (Loss) per Share ................ $ (0.005)
Weighted Average Number
of Shares Outstanding................. 5,000,000
</TABLE>
Actual as of
September 30, 2000
----------------
BALANCE SHEET DATA:
------------------
<TABLE>
<S> <C>
Total Current Assets.................. $ 20,535.00
Total Assets.......................... $ 20,535.00
Total Current Liabilities ............ $ 21,865.00
Shareholders' Equity (Deficit)........ $ (1,330.00)
</TABLE>
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RISK FACTORS
THE PURCHASE OF OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. BEFORE
INVESTING, YOU SHOULD CONSIDER, IN ADDITION TO THE NEGATIVE IMPLICATIONS OF ALL
THE MATERIAL IN THIS PROSPECTUS, THE FOLLOWING RISK FACTORS.
RISK FACTORS RELATING TO THE BUSINESS OF THE COMPANY
WE ARE A NEW COMPANY NO OPERATING HISTORY. THEREADYMAN.COM, INC. has had limited
operations since its organization and is a "start-up" or "development stage"
company. We have no history of operations you can use to evaluate our business
experience. If you buy shares in this offering, your investment is in a high
risk venture with all the unforeseen costs, expenses, problems, and difficulties
to which such ventures are subject. Accordingly, you should not invest in
THEREADYMAN.COM, INC. if you cannot afford the loss of your entire investment.
WE NEED MONEY TO CONTINUE OPERATING. The report of the our auditors contains a
warning about THEREADYMAN.COM, INC.'s ability to continue operations. Without
funding from the proceeds of this offering or the timely receipt additional
financing from other sources, there is substantial doubt the company can
continue in business. We have not identified any other sources of funds if this
offering is unsuccessful. See FINANCIAL STATEMENTS: Independent Auditors' Report
and USE OF PROCEEDS.
WE HAVE NO REVENUES AND ARE NOT SURE WHEN WE WILL START GENERATING REVENUES.
THEREADYMAN.COM, INC. had an operating loss of $1,330.00 since its inception due
to the costs and expenses associated with a start-up operation. As of September
30, 2000, the date of our most recent financial statements included in this
Prospectus, we have no revenues from the sale of any products or services. We
have not yet developed an internet web site application or established the
commercial viability of our software and services. As a result, we cannot
predict when or if we will be able to generate revenues or develop into a
successful or profitable business. See DESCRIPTION OF BUSINESS.
WE PROBABLY WILL NEED ADDITIONAL FINANCING BEFORE WE GENERATE REVENUES. We do
not anticipate commencing revenue operations until the development of our web
site and the web site application for our software. We do not expect to receive
any revenues from operations before our available funds are expended. The funds
from this offering may not be adequate for us to finance our planned operations,
or to fully exploit potential revenue generating opportunities. Therefore, our
ultimate success may depend on our ability to raise additional capital. We do
not know if any additional funds will be available from any source or, if
available, whether sufficient funds will be available to last until our revenues
support our business operations.
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OUR SUCCESS DEPENDS ON THE BUSINESS EXPERIENCE OF OUR PRESIDENT. We have been
and will continue for some time to be dependent on the general business acumen
and experience of our president, John Lee, to make the business decisions
required on behalf of the Company. Your investment decision depends primarily on
your evaluation of Mr. Lee's ability to implement THEREADYMAN.COM, INC.'s
business plan. Accordingly, you should carefully consider the included
information about Mr. Lee. See MANAGEMENT.
WE DO NOT KNOW IF OUR PRODUCT WILL BE COMPETITIVE ON THE INTERNET. We have not
discovered any other software applications that are available off- the-shelf or
via the Internet that offer the same services and functionality as our software.
However, other companies with substantially greater financial resources,
experience, and technical and marketing personnel may develop a similar product.
We believe that we can achieve and maintain a competitive advantage with because
of the design and functionality of our software, but may still be at a
disadvantage in making the Internet application of our services competitive. See
DESCRIPTION OF BUSINESS.
RISK FACTORS RELATING TO THE OFFERING
THE BOOK VALUE OF YOUR INVESTMENT WILL BE MUCH LOWER THAN THE SHARE PRICE.
Persons purchasing shares in this Offering will suffer a substantial and
immediate dilution to the book value of the Common Stock below the offering
price. The book value of our shares at September 30, 2000 was approximately
0.0002 per share. After sales of the minimum 500,000 shares, the book value per
share will be approximately $0.008, or a loss to subscribers of approximately
$0.092 per share. After sales of the maximum 5,000,000 shares, the book value
per share will be approximately $0.049, or a loss to subscribers of
approximately $0.051 per share. See DILUTION.
WE MAY ISSUE MORE STOCK WITHOUT SHAREHOLDER INPUT OR CONSENT. Although we have
no present plans to issue more stock, the Board of Directors has authority,
without action by or vote of the shareholders, issue all or part of the
authorized but unissued shares. In addition, the Board of Directors has
authority, without action by or vote of the shareholders, to fix and determine
the rights, preferences, and privileges of 10,000,000 authorized shares of
Preferred Stock, which may be given voting rights superior to that of the Common
Stock in this offering. Any issuance of additional shares of Common Stock or
Preferred Stock will dilute the ownership percentage of shareholders and may
further dilute the book value of THEREADYMAN.COM, INC.'s shares. See DESCRIPTION
OF CAPITAL STOCK.
THERE IS NO CURRENT MARKET FOR OUR STOCK. At the present time, there is no
public market for THEREADYMAN.COM, INC.'s securities, and we do not know if a
public market will develop after the Offering. Upon completion of the minimum
Offering, THEREADYMAN.COM, INC. will seek a securities broker-dealer, called a
market maker, willing to apply for a trading symbol and trade our stock. We do
not know if such a market maker will continue acting for us, or that an active
market will be developed or maintained. Because the public price of the stock is
low, additional
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restrictions are imposed on brokers trying to sell the stock which may inhibit
the development of the market. Even if a market develops, the future market
price may be lower than the price you paid. If no market develops, or if the
future market price is low, you may not be able to sell your shares or may only
be able to sell at a loss. See PLAN OF DISTRIBUTION and MARKET FOR COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS.
YOU WILL NOT RECEIVE DIVIDEND PAYMENTS. THEREADYMAN.COM, INC. has not paid and
does not plan to pay dividends in the foreseeable future even if our operations
are profitable. Earnings, if any, will be used to expand our operations,
management salaries, hiring additional staff and operating expenses, rather than
to make distributions to shareholders. Therefore, the future of your investment
depends entirely on the development of a trading market and the potential
increase in the market price of our stock.
THE PRESIDENT OWNS MOST OF THE SHARES AND WILL CONTINUE TO CONTROL THE COMPANY.
THEREADYMAN.COM, INC. issued 5,000,000 shares of common stock to our president
in connection with our organization. Upon completion of the minimum and/or
maximum of the Offering, he will have control of approximately 90.9% and 50%,
respectively, of the outstanding shares. As a result, he may be in a position to
elect at least a majority of the Board of Directors, to dissolve, merge or sell
the assets, and to direct the our business affairs without shareholder input or
consent. In addition, his investment of cash per share is considerably less han
share price in the offering, which means your investment is at greater risk. See
DILUTION and COMPARATIVE DATA.
DILUTION
At September 30, 2000, the Company. had a net book value of ($1,330.00). The
following table sets forth the dilution to persons purchasing Common Stock in
this Offering without taking into account any changes in the net tangible book
value of the Company after September 30, 2000, except the sale of the minimum
and maximum shares of Common Stock offered at the public offering price and
receipt of the minimum $50,000 and the maximum $500,000, gross proceeds there
from. The net book value per share is determined by subtracting total
liabilities from the tangible assets of the Company divided by the total number
of shares of Common Stock outstanding.
<TABLE>
<CAPTION>
Minimum Maximum
Shares Shares
Sold Sold
--------- ---------
<S> <C> <C>
Public offering price per share (1) $ 0.100 $ 0.100
Net tangible book value per share
before this offering (2) $ 0.0002
</TABLE>
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<TABLE>
<S> <C> <C>
Increase per share attributable to
to new investors (3) $ 0.008 $ 0.049
Adjusted net book value per
share after this offering $ 0.009 $ 0.021
Dilution per share to new investors $ 0.092 $ 0.051
Percentage dilution 91% 79%
</TABLE>
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(1) Offering price before deducting maximum sales commissions at 10%.
(2) Determined by dividing the number of shares of Common Stock outstanding into
the net book value of the Company.
(3) Before deduction of the minimum and maximum sales commissions estimated at
$5,000 and $50,000, respectively.
COMPARATIVE DATA
The following chart illustrates the percentage of ownership in TheReadyMan.com,
Inc. held by the present Shareholder, by the public investors that purchase the
minimum and maximum number of shares of Common Stock in this Offering, and a
comparison of the relative money invested by the present Shareholder of
THEREADYMAN.COM, INC. and by the public investors in this Offering.
<TABLE>
<CAPTION>
Total Total
Shares Purchased Consideration Average
---------------- ------------- Price
Number % Amount % Per Share
---------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Minimum Offering
Present Shareholder 5,000,000 90.9 $ 25,738 33.9(1) $0.005(2)
New Investors 500,000 9.1 $ 50,000 66.1(3) $0.100
Maximum Offering
Present Shareholder 5,000,000 50.00 $ 25,738 4.8(1) $0.005(2)
New Investors 5,000,000 50.00 $500,000 95.2(3) $0.100
</TABLE>
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(1) Based on the total cash contributed by the existing Shareholder.
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(2) Determined by dividing the number of shares of Common Stock outstanding at
September 30, 2000, into the total consideration paid.
(3) Estimated gross proceeds from the Offering.
PLAN OF DISTRIBUTION
The Company will sell up to 5,000,000 shares of Common Stock to the public on a
"best efforts, 500,000 shares minimum, 5,000,000 shares maximum" basis. If the
Company fails to sell the minimum number of shares of Common Stock within the
Offering Period (90 days from the date of this Prospectus, unless extended by
the Company for an additional 90 days) the offering will be terminated and
subscription payments will be promptly refunded in full to subscribers, without
paying interest or deducting expenses.
All subscription payments should be made payable to "San Diego National
Bank--TheReadyMan.com, Inc., Escrow Account." San Diego National Bank is a
federally insured bank unrelated to the Company or its president, which will act
as the Company's escrow agent for this offering. The Company will deposit
subscription payments no later than noon of the next business day following
receipt in the escrow account maintained by Escrow Specialists, as escrow agent,
pending the sale of the minimum number of shares of Common Stock within the
specified period. Such subscription payments will only be released from the
escrow account if the minimum number of Shares is sold or for the purpose of
refunding subscription payments to the subscribers. Subscribers will not have
the use or right to return of such funds during the escrow period, which may
last as long as 180 days. If the minimum is sold within the specified period,
net proceeds from subscribers will be disbursed to the Company.
The Common Stock is being offered by John Lee, president of the Company and no
commissions will be paid on sales made to Mr. Lee. The Company may enter into
agreements with certain selected broker-dealers to sell the shares of Common
Stock, in which event, THEREADYMAN.COM, INC. will pay a sales commission of ten
percent (10%) to such selected broker-dealers for actual sales. For purposes of
estimating net proceeds, the full ten percent (10%) commission is assumed to be
payable hereunder.
Determination of Offering Price
-------------------------------
Prior to the Offering there has been no market for the Company's Common Stock
and there can be no assurance that a regular trading market will develop on
completion of this Offering. The Offering price of the Common Stock was
determined by the Companuy and may not be indicative of the market price for the
Common Stock after the Offering or of the value of . At this time, an investment
in THEREADYMAN.COM, INC., which has no revenues from operations, is an
investment based on the perceived value of the Company's business plan, and the
president's ability, and business strategy, none of which can be quantified.
Among the factors considered in determining the initial public offering price
were THEREADYMAN.COM, INC.'s proposed business activities and the scope and
nature of the services it intends to offer, THEREADYMAN.COM,
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INC.'s limited operations, current financial condition and need for additional
working capital, its future prospects, the experience of its president, the
economics of THEREADYMAN.COM, INC.'s industry in general, prior sales of
THEREADYMAN.COM, INC.'s common stock, the general condition of the equity
securities market, the anticipated marketability of THEREADYMAN.COM, INC.'s
common stock as compared to similar securities of companies considered
comparable to THEREADYMAN.COM, INC., and other relevant factors. As stated
above, the factors considered are difficult to quantify and the initial public
offering price should be considered arbitrary and may be based more on a
perceived value at this time rather than an actual proven value.
USE OF PROCEEDS
The gross proceeds to be received by THEREADYMAN.COM, INC. from the sale of the
minimum and the maximum number of shares of Common Stock are estimated at
approximately $50,000 and $500,000, respectively, before deducting the possible
sales commissions. It is anticipated that during the 12 month period following
the Offering, THEREADYMAN.COM, INC. intends to use the proceeds from the
Offering in the following general amounts and order of priority. The allocation
of proceeds is based on THEREADYMAN.COM, INC.'s estimates.
<TABLE>
<CAPTION>
Minimum Maximum
ITEM Amount % Amount %
---------------------------------- ---------- ----- --------- -----
<S> <C> <C> <C> <C>
Sales Commissions (if any)*(1) 5,000 10.0 50,000 10.0
Initial Web site/Database Development 10,000 20.0 200,000 40.0
Marketing/Sales Lead Acquisition 5,000 10.0 100,000 10.0
Working Capital *(2) 20,000 40.0 150,000 33.3
-------- ----- ------- -----
TOTAL NET PROCEEDS $ 50,000 100.0 $500,000 100.0
======== ===== ======== =====
</TABLE>
*(1) If no sales commissions are paid, the funds estimated to be allocated for
such commissions will be added to working capital.
*(2) It is anticipated that the amounts listed under Working Capital will be
used primarily for the expenses associated with promoting and maintaining the
web site, once it has been developed, and the administration and collection
of user fees for the products and services and advertising revenues, if any,
from the proposed web site banner advertising. If the maximum amount is
raised, some of the funds allocated to Working Capital, up to 33%, used for
salaries to employees, excluding the president. The president is not
intending to take any compensation until revenues from operations justify it.
The amounts set forth merely indicate the general application of net proceeds of
the Offering. Actual expenditures relating to the development of
THEREADYMAN.COM, INC.'s internet web site may differ from the estimates
depending on change orders and/or
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increased time charges from third parties. THEREADYMAN.COM, INC. recognizes that
such proceeds may be insufficient to enable THEREADYMAN.COM, INC. to fully
exploit its business plan and objectives and THEREADYMAN.COM, INC. may have to
seek additional financing through loans, the sale of additional securities, or
other financing arrangements. No such arrangements exist or are contemplated,
and there can be no assurance that they may be available in the future should
the need arise. All funds not being utilized by THEREADYMAN.COM, INC. for its
proposed business will be held in interest bearing accounts, short term interest
bearing certificates of deposit, treasury bills, or other high grade short term
securities. Those funds which THEREADYMAN.COM, INC. receives, other than from
the Offering, will be utilized for the purpose of paying any additional costs of
this Offering and funding THEREADYMAN.COM, INC. business operations.
There is currently no market for any of our shares and no assurances are given
that a public market for such securities will develop after the closing of this
offering or be sustained if developed. While we plan following the closing of
this offering to take affirmative steps to request or encourage one or more
broker/dealers to act as a market maker for our securities, no such efforts have
yet been undertaken and no assurances are given that any such efforts will prove
successful. As such, investors may not be able to readily dispose of any shares
purchased hereby.
The offering shall be conducted by our president, John Lee. Although Mr. Lee is
an associated person of us as that term is defined in Rule 3a4-1 under the
Exchange Act, Mr. Lee is deemed not to be a broker for the following reasons:
*He is not subject to a statutory disqualification as that term is
defined in Section 3(a)(39) of the Exchange Act at the time of his
participation in the sale of our securities.
*He will not be compensated for his participation in the sale of our
securities by the payment of commission or other remuneration based
either directly or indirectly on transactions in securities.
*He is not an associated person of a broker or dealers at the time of
his participation in the sale of our securities.
*He will restrict his participation to the following activities:
A. Preparing any written communication or delivering any
communication through the mails or other means that does not
involve oral solicitation by him of a potential purchaser;
B. Responding to inquiries of potential purchasers in a
communication initiated by the potential purchasers, provided
however, that the content of responses are limited to
information contained in a registration statement filed under
the Securities Act or other offering document;
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C. Performing ministerial and clerical work involved in
effecting any transaction.
As of the date of this prospectus, no broker has been retained by us for the
sale of securities being offered. In the event a broker who may be deemed an
underwriter is retained by us, an amendment to our registration statement will
be filed.
The offering will remain open for a period until August 1, 2001 or an additional
60 days in our sole discretion, unless the entire gross proceeds are earlier
received or we decide, in our sole discretion, to cease selling efforts. Our
officers, directors and stockholders and their affiliates may purchase shares in
this offering.
Shares Issued For Services
As many as 1,500,000 shares may be issued for services. Any shares that are
issued for services will be valued at $0.10 per share, which is the amount we
could have received if we sold the shares instead of issuing it for services.
We do not currently have any agreements with others to issue shares for
services. However, we do anticipate that in the future, we may issue shares for
web site development, sales and marketing, Internet access and other services.
When we issue shares for services, the value of the services must be a fair
market value. The fair market value of the service provided will be determined
by our president and will be based upon a reasonable evaluation of market rates
and values for specific services.
Penny Stock Reform Act Of 1990
The Securities Enforcement and Penny Stock Reform Act of 1990 requires
additional disclosure for trades in any stock defined as a penny stock. The
Securities And Exchange Commission ("SEC") has adopted regulations that
generally define a penny stock to be any equity security that has a market price
of less than $5.00 per share, subject to exceptions. Under this rule,
broker/dealers who recommend these securities to persons other than established
customers and accredited investors must make a special written suitability
determination for the purchaser and receive the purchaser's written agreement to
a transaction before sale. Our shares will probably be subject to the Penny
Stock Reform Act, thus potentially decreasing the ability to easily transfer our
shares.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements under the "Prospectus Summary," "Risk Factors,"
"Management Discussion and Analysis or Plan of Operation," "Business" and
elsewhere in this prospectus constitute forward-looking statements. These
statements involve known and unknown risks, uncertainties and other factors that
may cause our actual results, levels of activity, performance, or achievements
to be materially different from any future results, levels of activity,
performance, or achievement expressed or implied by such forward-
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looking statements. Such factors include, among other things, those listed under
"Risk Factors" and elsewhere in this prospectus.
In some cases, you can identify forward-looking statements by terminology such
as "may," "will," "should," "could," "intend", "expects," "plan," "anticipates,"
"believes," "estimates," "predicts," "potential," or "continue" or the negative
of such terms or other comparable terminology.
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. Moreover, neither we nor any other
person assumes responsibility for the accuracy and completeness of such
statements. We are under no duty to update any of the forward-looking statements
after the date of this prospectus.
DESCRIPTION OF BUSINESS
This description of the Company's Business and Plan of Operation may contain
"forward-looking" statements. Examples of forward-looking statements include,
but are not limited to: (a) projections of revenues, capital expenditures,
growth, prospects, dividends, capital structure and other financial matters; (b)
statements of plans and objectives of THEREADYMAN.COM, INC. or its management or
Board of Directors; (c) statements of future economic performance; (d)
statements of assumptions underlying other statements and statements about
THEREADYMAN.COM, INC. and its business relating to the future; and (e) any
statements using the words "anticipate," "expect," "may," "project," "intend" or
similar expressions.
Organization and Corporate History
----------------------------------
THEREADYMAN.COM, INC. was organized on April 19, 2000, under the laws of the
State of California, by John Lee, who currently is THEREADYMAN.COM, INC.'s sole
officer, director and shareholder.
Business in General
-------------------
We will provide online communities and interactive services for businesses and
consumers. We offer businesses a wide range of services to help them develop and
expand online relationships with customers, suppliers and employees in the male
genre. These services include designing fully integrated, customized
communities, producing online events, conducting online market research and
facilitating online meetings. For consumers, we operate a network of online
communities located at www.thereadyman.com. Our network will include 20 topical
categories, over 50 themed communities, 50 co-branded network participant
communities and thousands of user generated communities. These communities will
offer services such as moderated chat, home pages, special event production,
message boards and online event guides.
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We intend to establish relationships across multiple industries and media forms,
including relationships with major media companies, Internet service providers
and Internet content companies. We will refer to these companies as our network
participants. We intend to work with our network participants to produce and
market community services that leverage our network participants' content, brand
or customer relationships. By integrating these co-branded services into our
community network, we believe will enjoy exceptional distribution, content and
marketing leverage.
Industry Background
The Continuing Growth and Evolution of the Internet
The Internet is an increasingly significant global communications medium,
enabling millions of people to directly interact, share information and conduct
business electronically. International Data Corporation estimates that the
number of Web users worldwide will increase from 142 million at the end of 1998
to more than 500 million by the year 2003. As Internet use becomes easier and
more widespread, users are shifting from an early adopter, computer-oriented
audience to a more mainstream consumer audience. Jupiter Communications
estimates that the number of Internet connected households in the United States
will grow from approximately 29 million at the end of 1998 to approximately 57
million by the end of 2002.
The Internet also provides businesses and advertisers with an attractive means
of selling and marketing products and services. According to International Data
Corporation, worldwide consumer commerce revenue on the Internet is expected to
increase from $14.9 billion at the end of 1998 to more than $177 billion in
2003. As the Internet audience grows and the demographics of the Web continue to
evolve toward mainstream consumers, advertisers are also expected to
significantly increase Internet spending. Jupiter Communications estimates that
the amount of advertising dollars spent on the Internet will increase from
approximately $1.9 billion in 1998 to approximately $7.7 billion by 2002, a
compound annual growth rate of 42%.
The Increasing Importance of Online Communities
In addition to changing the nature of advertising and commercial transactions,
the Internet has also enabled the formation of online communities. An online
community is a group of people who interact via the Internet with each other
around common areas of interest. Online communities facilitate this interaction
by integrating published content, commerce capabilities and communication
resources, such as live events, message boards, chat rooms, instant messaging,
email and homepages.
Companies with strong brands, loyal customers and relevant content are
particularly well-positioned to organize online communities for their customers.
The more passionate a company's customers are about their common interest,
whether it be music, children, a profession or a favorite television show, the
greater the opportunity for that company to migrate its customers into a robust
online community. For example, a media company
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with a popular television show can earn the gratitude of its fans by organizing
an online community in which fans can talk about the show, attend live chat
events with the stars, read about missed episodes and buy licensed merchandise
at a discount. We believe the benefits of online communities extend to
businesses, consumers and advertisers.
Online communities represent a significant opportunity for businesses to deepen
their relationship with existing customers or expand their markets by doing the
following:
. reducing customer acquisition, education and support costs;
. increasing customer satisfaction, loyalty and retention;
. capitalizing on the propensity of customers to buy their products or
services;
. enhancing businesses' ability to target customers and understand their
individual needs;
. reducing fixed capital costs;
. broadening geographic reach; and
. providing an opportunity to minimize the use of middlemen such as retailers,
wholesalers, distributors and brokers.
Online communities can also provide significant benefits to consumers, such as:
. satisfying consumers' basic social need for communication in a convenient
manner that is not limited by the same time and geographic constraints;
. serving as a venue for group meetings and events;
. enabling people to interact on focused topics of interest;
. allowing consumers to obtain increased product and services information
while protecting their privacy; and
. aggregating consumer buying power and helping them to obtain lower prices
from vendors.
Finally, online communities represent an increasingly attractive opportunity
for advertisers because their participants:
. can be segmented and targeted by their membership profiles and by the
discussion topics they select;
. have favorable usage patterns characterized by extended and frequent
visits to the site; and
. are loyal to their online community and associated brands, products and
services.
Shortcomings of Existing Online Communities
To date, many businesses, consumers and advertisers have been frustrated in
their attempts to capitalize on the benefits of online communities. Despite the
compelling
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benefits of online communities, many businesses find it difficult to migrate
their traditional customer bases into online communities.
First, businesses have difficulty initially attracting a critical mass of users
to the online community and often compete for consumers with larger, more
established Web sites. Second, many businesses lack the capability to build a
scalable technology platform to provide a range of interactive services and
support an online community and do not wish to incur the substantial costs of
developing this capability. Third, businesses often are unable to hire and
retain employees with the specialized skills required to produce online events,
host online discussions, manage user interests and profiles and execute the many
other tasks associated with providing interactive services or effectively
managing an online community.
Many mainstream consumers find existing community sites unsatisfactory. First,
many community sites lack a friendly and welcoming atmosphere. Second, chat
rooms on many existing community sites sometimes include participants who behave
in obnoxious or inappropriate ways, with no practical recourse for users to
object and stop such behavior. As a result, mainstream consumers, particularly
parents of young children, are often reluctant to participate or allow their
children to participate in the community. Third, many community sites lack
structured programming, which makes it difficult for newcomers to find community
programming that meets their needs and desires.
While advertisers have begun to promote their products on community sites,
several factors have limited their use of community sites as a marketing
vehicle. Advertisers are concerned that consumers might associate the
advertisers' brand with inappropriate behavior that may sometimes occur within
community Web sites. In addition, some Internet programming is so generic that
it is difficult for advertisers to focus on their targeted audiences.
TheReadyMan.com, Inc. Solution
We intend to create a network of online communities and develop a portfolio of
interactive services that meet the needs of businesses, consumers, advertisers
and network participants centered around themes of exclusive interest to men.
Key elements of our solution include the following:
Online Interactive Services for Businesses. We intend to provide businesses with
the tools, resources and infrastructure required to provide businesses Internet
community-based marketing, sales and support solutions. Our business services
will range from online events, market research and online meetings to fully
integrated, customized communities. Our business services will offer several key
advantages. First, our services will allow businesses to communicate, interact
and build relationships with their customers. Second, our services will help
businesses learn more about their customers through focus groups, market
research and online polls. Third, our interactive services will provide an
easily deployed and cost-effective solution enabling our business clients to
leverage our technology infrastructure. Fourth, our experienced moderators will
enable
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businesses to direct the flow of interaction and our trained city standards
advisors help to manage the environment in which businesses' brands and products
are discussed. Finally, our body of users will provide a foundation upon which
our business clients can build their own audience.
Clean Well Lighted Environment. We will structure our community as a clean well
lighted environment that is attractive to businesses, users, network
participants and advertisers. By "clean and well lighted," we mean that our site
is family-oriented, welcoming and friendly. We strive to maintain the
family-oriented nature of our service by enforcing a set of published behavior
standards. These standards will be maintained by our trained city standards
advisors. These city standards advisors can be called upon at any time by our
users to resolve issues relating to standards violations. The friendly tone of
our service will be further maintained by our planned network of over 2,000
community leaders and moderators who personify the friendly culture and serve as
role models for all users.
Extensive Community Network. We plan to create an extensive network of community
sites which spans multiple industries and media forms and therefore should
provide us with exceptional distribution and marketing leverage. Thereadyman.com
community will consist of three types of network participants: major media
companies, Internet service providers and Internet content companies. Our major
media participants will provide us with access to a vast majority of U.S.
households through a combination of national, local and cable broadcast
television, radio, newspapers, magazines and Internet properties. We derive
substantial distribution leverage and access to a growing audience through our
Internet service provider participants. Our Internet content participants should
bring audiences of shared interests or demographic groups into our community. In
addition, our Chat@ReadyMan program will include thousands of registered
Internet sites and individuals. This extensive community should provide us with
one of the largest distributed and integrated networks of community services for
men on the Internet.
Structured and Moderated Programming. A key element of our programming will be
our planned network of over 2,000 trained community leaders and moderators who
work together to maintain and enhance the culture for men. These leaders and
moderators will facilitate interaction in our communities by drawing users into
the conversation, encouraging them to express their ideas or to interact with
celebrity guests, and provide an experience that makes our users want to stay
longer and return more frequently to our community. To make newcomers feel
welcome, our moderators will send "how to chat" messages, hold special "welcome
to ReadyMan" chats for new users and will be available to be called upon at any
time to answer questions. They will also direct discussions in a manner
consistent with the quality programming requirements of our business clients and
network participants. Our trained community leaders and moderators will
ultimately manage tens of thousands of supervised chats each month and oversee
the services offered within our community including chats, message boards, home
pages and user content.
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Through our community network, we believe our business services and online
community network are able to provide significant benefits to businesses,
consumers, advertisers and network participants, as summarized below:
<TABLE>
<CAPTION>
Customers Benefits
--------- --------
<S> <C>
Businesses Online community-based marketing, sales and
support solutions
. Professional production and moderated environment
. Reduced customer acquisition and maintenance costs
Consumers Welcoming and friendly culture
. Family-oriented environment
. Variety of interactive programming
Advertisers Positive, effective branding venue
. Segmented, targetable and mainstream audience
. Loyal, engaged viewers
Network Participants Professional production and moderated environment
. Critical mass of traffic and variety of programming
. Co-branding and customization of community services
</TABLE>
Strategy
Our objective is to be the leading Internet provider of high quality online
communities and interactive services for businesses and consumers with respect
to men. Key elements of our strategy include the following:
Expand Business Services. We intend to increase the revenues we generate from
our business services by:
o aggressively increasing the number of personnel dedicated to selling and
implementing our business services, including personnel with expertise in
specific industries;
o focusing on selling long-term customized communities which integrate a
wide range of our business services;
o creating specialized templates for targeted communities, such as
communities for employees, customers and suppliers; and
o enhancing the functionality and usability of our business services
products.
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Build Brand Awareness. We intend to increase awareness of TheReadyMan's brand
and our commitment to building clean well lighted online communities. We intend
to achieve this goal in a cost-efficient manner by:
o leveraging the broad reach of our major media participants' traditional
media properties. For example, we intend to establish our presence on
regional radio, television, print and online properties and air
advertisements on its television network promoting our co-branded
property, www.(network).thereadymancom.
o expanding our co-branding and ingredient branding program. In this
program, we will provide our community services in exchange for featured
co- branding or ingredient branding of the Readyman logo and brand names.
Additionally, we plan to establish our Chat@TheReadyMan program which
will include thousands registered Web sites and individuals.
Drive Sponsorship and Advertising Revenues. To increase our sponsorship and
advertising sales revenues, we intend to:
o increase the number of our sales personnel and focus their efforts on
longer term, high value sponsorship deals;
o sell more advertisements targeted to demographic groups within our
audience;
o align advertiser offerings precisely with users' interests; and
o focus on selling integrated sponsorships.
Increase Usage of Consumer Community Services. We intend to constantly increase
the amount of time our users spend on our site and the frequency with which they
return. We plan to accomplish this goal in three ways. First, we expect to
expand professionally developed content and features which are relevant to our
particular themed communities. Second, we intend to add useful new community
tools and services which we believe will be attractive to our users, such as
calendaring which allows users to schedule event and group activities, display
the schedule on our site and notify others, via email, instant messaging or Web
page comment, of the scheduled event or activity, group home pages and
personalization. Finally, we plan to significantly expand our trained community
leader and moderator network. This will support the growth of our consumer
community services as users are more likely to stay longer and return more
frequently to our service if they are welcomed by and interact with our
moderators.
Increase E-commerce Services. We plan to generate e-commerce revenues by
offering new services that capitalize on our users' interest in social
interaction and their distinct usage patterns. Examples of these types of
services include user-to-user auctions, themed shopping events, online personals
and classified ads.
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Increase Involvement and Number of Our Network Participants. We intend to
continuously 1increase the involvement and number of our network participants
by:
o adding account executives to help manage and further develop our
relationships with our network participants;
o constantly increasing the number of major media companies, Internet
service providers and Internet content companies;
o rolling out community services for our major media participants, online
properties; and
o increasing the number of tools and services we offer our network
articipants.
Business Services
We will provide businesses with online community-based marketing, sales and
support solutions. Our business services will include designing fully integrated
customized communities, producing online events, conducting online market
research and facilitating online meetings. These services help our business
clients develop and expand online relationships with their employees, customers
and suppliers.
Customized Community
Many businesses have the assets needed to build an online community, such as
strong brands, loyal customers and relevant content, but lack the skills to
operate a community effectively. We help these businesses deploy such assets to
build and organize online communities, improving their relationship marketing
and support. Customized communities are tailored to complement a client's
specific products, brands and targeted audience, and typically include
customized sets of one or more of the following:
. chats;
. message boards;
. home pages; and
. surveys and events.
Online Events
We will utilize professional production capabilities and our moderator network
to produce online events for business clients with respect to the male market
segment. Businesses will be able to use online events to introduce new products,
educate customers, make sales and marketing presentations and communicate with
and train employees. These online events will enable businesses to reach local,
national and international audiences through the Internet with real-time,
two-way interaction, combining text chat and message boards with graphics, audio
and visual aids.
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Market Research
Our market research services will include online focus groups, polls and
quantitative surveys. These services enable business clients to generate new
ideas, receive customer feedback and test product concepts, advertising and Web
sites on a national basis with rapid turnaround. We are able to deliver focus
groups and surveys based upon our ability to deliver the requisite demographics
of participants, the skill of our trained community leaders and moderators in
eliciting meaningful comments from all participants in the group and our
expertise in developing effective survey content.
We believe that our services can produce the desired results for our business
clients on a more cost-effective basis than is generally achievable through
traditional methods. We intend to develop a specific set of online methodologies
and tools to provide these market research services.
Online Meetings
Online meetings will allow our business clients to deliver standard
presentations, such as PowerPoint(TM), over the Internet to meetings attended by
hundreds of people. This service will enable a business client to conveniently
conduct a meeting with attendees around the world without having to incur the
cost of travel and materials distribution. This service also allows the client
to maintain full real time control and two-way interaction through the use of
text chat, group polling and voting and phone conference calling.
Chat@TheReadyMan Program
Our planned Chat@TheReadyMan program will enable other Internet sites and
individuals to create a permanent chat room within our community. These chat
rooms can also be embedded directly into the participants' Internet site or home
page, whether the home page is on our service or on another service. The
Chat@TheReadyMan program is designed to provide its participants with the tools
to build a chat room, embed it in their Internet site or home page and make it
either a public chat room, accessible through our service, or a private room. We
will provide our Chat@ReadyMan participants with instructions on how to operate
a chat room and work within our guidelines, including access to our city
standard s advisors.
Consumer Community Service
We believe that quality community services must be planned and proactively
managed. In order to accomplish this, we intend to provide active role models
through our network of trained community leaders and moderators. In addition, we
plan to produce a variety of programming through our live events, topical
categories and themed communities, all within the established culture, tone and
standards of our community.
Moderator Network
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A key element of our programming will be our planned network of over 2,000
trained community leaders and moderators who work together to enhance the
culture for men. The moderators will range from teenagers to retired men and
will be located all over the United States and in multiple countries around the
world. Our believe our moderators will ultimately supervise tens of thousands of
chats per month, as well as our message boards, home pages and audience content.
These leaders and moderators will facilitate interaction in our communities by
using proprietary tools to draw users into conversation and encourage them to
express their ideas. Our moderator network is essentially a community in itself,
with a centralized set of goals, guiding principles and management. Community
leaders and moderators become well acquainted with one another and this
camaraderie helps to form a strong foundation of goodwill and high-spirited
commitment.
City Standards Advisors. Our planned city standards advisors will form a
separate group within the moderator network. These individuals will be our
response-based standards maintenance team, handling behavior problems, such as
profanity or obscenity, and answering calls from users who believe that
standards violations are occurring in their chat rooms or in one-on-one
conversations with other users. City standards advisors will have the power to
remove participants from our actual servers, as opposed to leaders or moderators
who can only remove offenders from the respective chat rooms which they are
supervising or moderating at the time. At least one city standard advisor will
be on duty on our service at all times. At peak times, the Company plans to have
about six city standards advisors to ensure our clean well lighted community is
maintained.
Training and Quality Assurance. Our training will consist of online training
sessions and an on-the-job apprenticeship within our community. Candidates will
participate in a planned five session series of two hour classes held in chat
rooms. These training sessions will be structured to focus on the principles and
mechanics of moderating and the maintaining of our behavior standards.
Candidates who complete the program will be provided with an ongoing mentor to
provide further guidance as necessary. A quality assurance team will then
systematically review the performance of our leaders and moderators. In
addition, most of our themed communities are designed to hold regular meetings
to discuss such issues as new chat topics requested by users, behavioral or
cultural challenges or moderator policy revisions.
Volunteers. It is anticipated that people will volunteer as trained community
leaders or moderators because they enjoy being moderators. The Company
anticipates that there are persons who like chatting with people and have a
personality that enjoys helping others, welcoming them and providing a pleasant
context for conversation. They may also enjoy the recognition they receive in a
community leadership position. We believe there are persons who are passionately
committed to some interest or issue, such as crafts or health, and enjoy being
in a position to share their expertise or interest with others. Volunteers will
not receive any compensation or incentives, financial or otherwise.
Compensation. We currently intend to compensate our trained community leaders
and moderators, although the terms of that compensation have yet been determine.
The remainder will be volunteers. Compensated leaders and moderators will be
required to
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sign an independent contractor agreement with us which includes a full
nondisclosure agreement. These agreements will probably be terminable by either
party upon 30 days' prior written notice. Our compensated trained community
leaders and moderators will either be paid by the hour or receive a flat fee per
month depending upon whether such leaders or moderators oversee an entire themed
community.
Programming
We also intend to provide our community with an extensive series of live events,
including numerous topical categories and themed communities such as those
described below.
Live Events. We intend to operate one of the most extensive series of live
events on the Internet, attended by audiences ranging in size from several dozen
people to many thousands.
Topical Categories. Our topical categories and themed communities will all offer
moderated chats, message boards, home pages, special events production and
discussion groups. The topical categories may include professional editorial
content or graphical presentation, or they may be co-produced with network
participants. It is currently anticipated that our topical categories are
organized as follows:
<TABLE>
<S> <C> <C>
Ages: 20s to Seniors Computing and Technology Movies,TV and Radio
Numerous chat rooms ComputerTalk Movie City
based on particular FolksOnline Networks
ages MacTalk Interactive
Senior-Citizens NewtotheInternet Neighborhoods
NewtoReadyMan
Art and Books New2WebTV Music
Art City ReadyManMusic
Borders.com Ethnic and Lifestyle
Mystery Place Alternative LifeStyles News and Sports
Hispanic Online News Chat
Auto Latino Chat Sailing Chat
AutoOnRamp ExtremeSports
Business Finance Romance and Social
Business City Center Games ReadymanPub
Fantasy Forum Courtship
Cities and Travel Games Galore Personals
Canada Space Games Dating
Australia
Interactive Media Health and Wellness Spirituality
Europe Transformations Jesus Chat
The Far East Wellness Forum Religions
</TABLE>
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<TABLE>
<S> <C> <C>
India Spiritualities
Local Home and Family
Travel Chat Animal Forum Teen
Education Cool Stuff
Collectibles and Hobbies Food Chat Teen Chat
Collectibles Heatlh Sites New Media
Technology sites Youth Online
College
College Connection Women Kids
Men & Women Kid Chat
Women Online Worldwide
</TABLE>
In addition, our community will provide programming in multiple languages,
including English, Filipino, French, German, several dialects of Hindi, Italian,
Spanish and Vietnamese. We believe the global nature of our programming will
create an around-the-clock friendly environment and a diversity of subject
matter which further increases its value and interest to the entire audience.
Applications and Features
We intend to offer a wide range of applications and features through which our
users can interact and our programming will be created. These may include:
. chat--primarily text chat;
. audio chat--the user's words are heard aloud by other users
. avatar--graphical figures or characters on the computer screen are used
to represent the participating users;
. 3D chat--chats take place in a graphical environment in which the graphics
display a three-dimensional view of an environment such as a room, forest or
castle;
. instant messaging--private chats between users;
. buddy lists--user-created list of special friends which notifies the user
and helps the user find these friends when they come on to the service;
. auditoriums--large scale chat events that can handle thousands of users
simultaneously and provide for a more structured question and answer format
than a standard chat room;
. message boards--topical areas of the service in which a user can display
a text message on the screen for others to read;
. home pages--personalized Web sites created by users within our themed
communities;
. polls;
. email;
. search; and
. calendars--features over 3,000 events and activities on our service each
month and serves as an important programming tool for our users.
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ReadyNow
We also plan to operate a second destination site which will be a guide to live
events on the Internet. The ReadyNow service will provide users with a guide to
thousands of chats, web casts and other live events on the Internet provided by
hundreds of Internet sites, including www.thereadyman.com.
Our ReadyNow service will provide users with quick, easy access to schedules of
events in a number of different categories, organized and searchable by topic,
time, audience type, media and publisher. Each event listing provides a
description of the event, an Internet link directly to the event and a link to
any specialized software that might be required to participate in the event. In
addition, users will be able to receive email reminders for events in which they
have expressed interest.
TheReadyMan Culture
Our programming and services will be offered within our clean well lighted
environment focused on positive and respectful behavior between people and
intended to create a friendly and welcoming environment for family-oriented
audiences. As new users come to our service, they participate in the moderated
or supervised areas and see and learn the positive culture and behavior
standards from our trained community leaders and moderators. We believe that
when users have become familiar with the culture of our service, they will tend
to maintain that culture even when participating in unmoderated, but supervised,
areas of our community.
Sales And Marketing
Sales
We intend to concentrate our sales efforts on, and derive our revenues from, our
business services and advertising and sponsorships.
Business Services. Sales of our business services will be generated by our
internal sales force. Our business services will generally be part of the
client's corporate strategy and incorporated into the client's primary business
plan. As a result, we intend to work with the senior management of our business
clients and their agencies who possess broad budget authority rather than media
buyers within the organization. This results in a close strategic working
relationship between us and the client and enhances the prospects for long-term
account relationships and repeat revenues.
Sponsorships and Advertising. We believe our clean well lighted community and
loyal, mainstream audience presents attractive opportunities to our sponsors and
advertisers. Our sales force will work with our sponsors and advertisers to
provide them with information on our users' demographics and interests so that
the efforts of our advertising clients are aligned with the topical area or
community of their choice. Sponsorships will
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be designed to support broad marketing objectives, including brand promotion,
awareness, product introductions and the integration of advertising with
content. Our sponsorship and advertising clients will enter into short-term
agreements pursuant to which they generally receive a guaranteed number of
impressions. We also plan to utilize a third-party service to sell advertising
on our Web sites.
Marketing
We intend to employ a variety of methods to increase our audience and build
brand recognition and loyalty.
Traditional Marketing. Our traditional marketing programs are anticipated to
include a mixture of television, magazine and newspaper media, direct mail and
participation in and sponsorship of Internet trade shows and advertising
associations. Our advertisements will be published in selected magazines such as
those owned by Hearst, such as Cosmopolitan and Good Housekeeping. In addition,
we plan to receive advertising on the on television networks. Both should
provide us the flexibility to specifically target advertisements to television
shows or magazines attractive to our users.
Network Participant Co-Branding and Ingredient Branding. "Branding" describes
the process by which community services will be offered on our network
participants' Web sites in exchange for featured co-branding or ingredient
branding of the The ReadyMan brand name on the Internet and in traditional media
forums. For example, when a television network Internet user clicks on our
co-brand, the user will be instantly presented with a co-branded view of
www.thereadyman.com. While this co-branded site will focus on network specific
programming the network dotcom user will have access to our community and
programming as well.
Viral Community Growth. Management anticipates that the majority of our user
base growth will result from word-of-mouth recommendations within our community.
We intend to actively encourage and continue this word-of-mouth endorsement by
user communication through expanding the community leader and moderator network
and by ongoing service enhancements, contests and promotions that encourage our
users to invite others to our community.
Competition
The market for business services, users and Internet advertising is new and
rapidly evolving, and competition across all these areas is intense and is
expected to increase significantly in the future. With no substantial barriers
to entry, we expect that competition will intensify.
We believe that the primary competitive factors in creating communities on the
Internet and business services are:
. the degree of quality and structure in the environment;
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. functionality;
. brand recognition;
. user affinity and loyalty;
. demographic focus; . variety of value-added services;
. ease-of-use;
. quality of service and of the production process; and
. reliability and critical mass.
We believe we will be competing with numerous companies or sites that are
primarily focused on business services, including companies that provide:
. similar services on the Internet, such as broadcast.com for live events
production, Well Engaged for customized communities and many smaller
companies that provide online market research and event services;
. software for businesses to implement business services in-house, such as
Microsoft, IBM/Lotus, Netscape and iChat/Accuity; and
. similar solutions by non-online methods, such as market research firms,
trade show firms and event production firms.
We do not believe that any of these companies is currently dominant in the
business services area.
In the consumer community area, we will also compete with numerous companies,
none which are currently believed by us to be dominant. These competitors
include Delphi, theglobe.com, GeoCities, Xoom, Homestead.com, WBS.net,
Angelfire, Fortune City, iVillage, Tripod and Third Age. We expect the number of
our competitors in the consumer community area to continue to increase since the
barriers to entry in this area are low.
Other consumer community competitors include:
. community components of portals and search engine sites, Internet access
sites and general purpose online services, such as America Online, the
Microsoft Network, Yahoo!, Excite@Home, Infoseek, Lycos and Earthlink; and
. online event guide sites and the online event guide components of search
engines such as Yahoo! and America Online.
We will likely also face competition in the future from developers of Web
directories, search engine providers, shareware archives, content sites,
commercial online services, sites maintained by Internet service providers and
other entities that establish or attempt to establish communities on the
Internet by developing their own communities or purchasing one of our
competitors.
25
<PAGE>
In addition, we could face competition in the future from traditional media
companies, a number of which, including Disney, CBS, Fox and NBC, have recently
made significant acquisitions of, or investments in, Internet companies.
Further, our competitors and potential competitors may develop interactive
business services or communities that are equal or superior to ours, or that
achieve greater market acceptance than our business services and community.
We also believe will compete with traditional forms of media such as newspapers,
magazines, radio and television for advertisers and advertising revenues. We
believe that the principal competitive factors in attracting advertisers to our
Web sites include:
. brand visibility;
. high usage per user on our sites;
. the amount of traffic on our Web sites;
. the quality of the culture and environment of our Web sites;
. the demographics of our users; . our ability to offer targeted audiences;
and
. the overall cost-effectiveness of the advertising medium we offer.
We believe that the number of Internet companies relying on business services,
Web-based advertising and e-commerce revenues will increase greatly in the
future. Accordingly, we will likely face increased competition, resulting in
increased pricing pressures on our advertising rates which could in turn harm
our business.
Many of our potential competitors, including developers of Web directories and
search engines, have longer operating histories, significantly greater
financial, technical and marketing resources, greater name recognition and
larger existing customer bases than we do. These competitors are able to
undertake more extensive marketing campaigns for their brands and services,
adopt more aggressive advertising pricing policies and make more attractive
offers to potential employees, distribution partners, companies, advertisers and
third-party content providers. Internet content providers and Internet service
providers, including developers of Web directories, search engines, sites that
offer professional editorial content and commercial online services, may be
perceived by advertisers as having more desirable Web sites for placement of
advertisements.
In addition, we believe that many of our potential advertising customers and
network participants will also have established collaborative relationships with
certain of our competitors or potential competitors and other high-traffic Web
sites or offer services that are or might become competitive to our services. As
a result, any of the following could occur:
. we may be unable to increase the number of our users, business clients or
advertisers at historical levels;
. we may be unable to retain our current users, business clients or
advertiser customers;
. competitors may experience greater growth in traffic or business clients
26
<PAGE>
than we do as a result of these relationships which could have the effect of
making their Web sites or services more attractive to advertisers; or
. our network participants may sever or elect not to renew their agreements
with us.
We may be unable to compete successfully against current or future competitors
and competitive pressures may cause our business to suffer.
Intellectual Property, Proprietary Rights And Domain Names
We currently have not intellectual property or copyrights, service marks,
trademarks, trade secrets, proprietary technology or similar intellectual
property other than our Company name and the reserved URL for our Web site.
Effective trademark, service mark, copyright and trade secret protection may not
be available in every country in which our services are made available online.
We may be required to obtain licenses from others to refine, develop, market and
deliver new services. We may be unable to obtain any needed license on
commercially reasonable terms or at all and rights granted under any licenses
may not be valid and enforceable.
Employees
As of January 16, 2001, we had a total of 1 employee located in the United
States.
Facilities
Our company presently has no office facilities but for the time being will use
as its business address the office of Mr. John Lee on a rent free basis, until
such time as the business operations of our company may require more extensive
facilities and our company has the financial ability to rent commercial office
space. There is presently no formal written agreement for the use of such
facilities, and no assurance that such facilities will be available to our
company on such a basis for any specific length of time.
Legal Proceedings
We are not currently subject to any material legal proceedings. We may from time
to time become a party to various legal proceedings in the ordinary course of
business.
MANAGEMENT
Executive Officers and Directors
The following table sets forth the directors and executive officers of our
company, their ages, term served and all officers and positions with our
company. A director is elected for a period of one year and thereafter serves
until his or her successor is duly elected by
27
<PAGE>
the stockholders and qualifies. Officers and other employees serve at the will
of the Board of Directors.
There are no arrangements or understandings regarding the length of time a
director of our company is to serve in such a capacity. Our director holds no
directorships in any other company subject to the reporting requirements of the
Securities Exchange Act of 1934.
<TABLE>
<CAPTION>
Name of Director Age Term Served Positions with Company
-------------------- ---- --------------- -----------------------------
<S> <C> <C> <C>
John Lee 39 Since inception President, Secretary-
Treasurer & Director
</TABLE>
Mr. Lee will serve as management of our company. A brief description of his
background and business experience is as follows:
Biographical Information
------------------------
Set forth below is certain biographical information with respect to the
Company's existing officer and director.
John Lee, age 39, is the sole Director and President of the Company. Mr. Lee has
extensive experience in sales, management, marketing, accounting, finance, and
strategic planning.
In 1981 he graduated from the British Columbia Institute of technology where he
majored in Financial Management. In 1981 he was mployed at Galaxie Signs Ltd., a
company which manufactures illuminated signage that is sold throughout Canada.
His positions included credit and collections and small claims. In 1985 he was
promoted to Assistant Manager where he responsible for office management and
reporting to the General Manager.
In 1989 he was promoted to Sales Manager, responsible for 7 sales
representatives, pricing and house accounts. He has also been employed part time
in the restaurant business for the past 21 years, managing entire operations or
restaurants with seating capacity between 100 and 300 seats.
Mr. Lee initially will devote up to approximately 15 hours per week of his
time to the affairs of our company. If and when the business operations of our
company increase and a more extensive time commitment is needed, he is prepared
to devote more time to our company even on a full-time basis.
Executive Compensation
28
<PAGE>
Our sole director does not currently receive and has never receive any
compensation for serving as a director to date. In addition, at present, there
are no ongoing plans or arrangements for compensation of any of our officers.
However, we expect to adopt a plan of reasonable compensation to our officers
and employees when and if we become operational and profitable.
The following table sets forth all compensation awarded to, earned by,
or paid for services rendered to us in all capacities during the period ended
September 30, 2000, by Mr. Lee, our sole executive officer.
Summary Compensation Table
Long-Term Compensation Awards
<TABLE>
<CAPTION>
Name and Principal Compensation-2000 Number of shares
Position Salary($) Bonus($) Underlying Options (#)
--------------------------- --------- -------- ---------------------
<S> <C> <C> <C>
John Lee President None None None
</TABLE>
We do not presently have a stock option plan but intend to develop an incentive
based stock option plan for our officers and directors in the future and may
reserve up to ten percent of our outstanding shares of common stock for that
purpose.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the
beneficial ownership of our company's common stock with respect to each named
director and executive officer of our company, each person known to our company
to be the beneficial owner of more than five percent (5%) of said securities,
and all directors and executive officers of our company as a group:
<TABLE>
<CAPTION>
Title Amount and Nature of Percent % After
of Class Beneficial Ownership of Class Offering
Name and Address ---------- --------------------------- ---------- ----------
-----------------------
<S> <C> <C> <C> <C>
John Lee Common 5,000,000 shares 100% 66%
7825 Fay Avenue,
La Jolla, Ca 92037
All officers & Common 10,000,000 shares 100% 66%
directors as a group
(1 person)
</TABLE>
Prior to the sale of any shares in this offering, this individual is the only
shareholders of our company. After offering percentages are calculated assuming
sale of all shares in this offering there will be additional shareholders. The
foregoing amounts
29
<PAGE>
include all shares these persons are deemed to beneficially own regardless of
the form of ownership.
DESCRIPTION OF SECURITIES
The following statements are qualified in their entirety by reference to the
detailed provisions of our Articles of Incorporation and Bylaws. The shares
registered pursuant to the registration statement of which this prospectus is a
part are shares of common stock, all of the same class and entitled to the same
rights and privileges as all other shares of common stock.
Common Stock
Our company is presently authorized to issue 100,000,000 shares of $.001 par
value common stock. The holders of common stock, including the shares offered
hereby, are entitled to equal dividends and distributions, per share, with
respect to the common stock when, as and if declared by the Board of Directors
from funds legally available therefore. No holder of any shares of common stock
has a pre-emptive right to subscribe for any securities of our company nor are
any common shares subject to redemption or convertible into other securities of
our company. Upon liquidation, dissolution or winding up of our company, and
after payment of creditors and preferred stockholders, if any, the assets will
be divided pro-rata on a share-for-share basis among the holders of the shares
of common stock. All shares of common stock now outstanding are fully paid,
validly issued and non-assessable. Each share of common stock is entitled to one
vote with respect to the election of any director or any other matter upon which
shareholders are required or permitted to vote. Holders of our company's common
stock do not have cumulative voting rights, so that the holders of more than 50%
of the combined shares voting for the election of directors may elect all of the
directors, if they choose to do so and, in that event, the holders of the
remaining shares will not be able to elect any members to the Board of
Directors.
Our company has reserved from its authorized but unissued shares a sufficient
number of shares of common stock for issuance of the shares offered hereby. The
shares of common stock issuable on completion of the offering will be, when
issued in accordance with the terms of the offering, fully paid and
non-assessable. During the pendency of the offering, subscribers will have no
rights as stockholders of our company until the offering has been completed and
the shares have been issued to them.
Preferred Stock
Our company is also presently authorized to issue 10,000,000 shares of $.001 par
value preferred stock. No preferred stock has been issued as of this date and
Management has no current plans to issue preferred stock to any investor. Under
our company's Articles of Incorporation, as amended, the Board of Directors has
the power, without further action by the holders of the common stock, to
designate the relative rights and preferences of the preferred stock, and issue
the preferred stock in such one or more
30
<PAGE>
series as designated by the Board of Directors. The designation of rights and
preferences could include preferences as to liquidation, redemption and
conversion rights, voting rights, dividends or other preferences, any of which
may be dilutive of the interest of the holders of the common stock or the
preferred stock of any other series. The issuance of preferred stock may have
the effect of delaying or preventing a change in control of our company without
further shareholder action and may adversely effect the rights and powers,
including voting rights, of the holders of common stock. In certain
circumstances, the issuance of preferred stock could depress the market price of
the common stock. The Board of Directors effects a designation of each series of
preferred stock by filing with the California Secretary of State a Certificate
of Designation defining the rights and preferences of each such series.
Documents so filed are matters of public record and may be examined in
accordance with procedures of the California Secretary of State, or copies
thereof may be obtained from our company.
Options and Warrants
We do not presently have any options or warrants authorized or any securities
that may be convertible into common stock. However, our board of directors may
later determine to authorize options and warrants for our company.
Dividend Policy
We have not previously paid any cash dividends on our common stock and do not
anticipate or contemplate paying dividends on our common stock in the
foreseeable future. Our present intention is to utilize all available funds for
the development of our business. There is no assurance that we will ever have
excess funds available for the payment of dividends. The only legal restrictions
that limit the ability to pay dividends on common equity or that are likely to
do so in the future, are those restrictions imposed by State laws. Under
California corporate law, no dividends or other distributions may be made which
would render our company insolvent or reduce assets to less than the sum of its
liabilities plus the amount needed to satisfy any outstanding liquidation
preferences.
Transfer Agent
We intend to use Corporate Stock Transfer of 370 17th Street, Suite 2350,
Denver, CO 80202-4614 as our transfer agent and registrar for the common stock
upon completion of the offering.
Shares Eligible For Future Sale
Upon completion of this offering, we will have between 5,500,000 and 10,000,000
shares of common stock outstanding, if we sell all of the shares in this
offering. Of these shares, the minimum of 500,000 and maximum of 5,000,000
shares to be sold in this offering will be freely tradable without restriction
or further registration under the Securities Act of 1933, except that any shares
purchased by our affiliates, as that term is
31
<PAGE>
defined in Rule 144 under the Securities Act, may generally only be sold in
compliance with the limitations of Rule 144 described below.
The remaining 5,000,000 of common stock held by the existing stockholder were
issued and sold by us in reliance on exemptions from the registration
requirements of the Securities Act. These shares will become eligible for sale
one year after issuance subject to the limitations of either Rule 144 or Rule
701. We cannot predict the effect, if any, that offers or sales of these shares
would have on the market price. Nevertheless, sales of significant amounts of
restricted securities in the public markets could adversely affect the fair
market price of the shares, as well as impair our ability to raise capital
through the issuance of additional equity shares.
In general, under Rule 144, a person who has beneficially owned shares for at
least one year is entitled to sell, within any three-month period, a number of
shares that does not exceed the greater of (1) one percent of the then
outstanding shares of common stock or (2) the average weekly trading volume in
the common stock in the over-the-counter market during the four calendar weeks
preceding the date on which notice of the sale is filed, provided several
requirements concerning availability of public information, manner of sale and
notice of sale are satisfied. In addition, our affiliates must comply with the
restrictions and requirements of Rule 144, other than the one-year holding
period requirement, in order to sell shares of common stock which are not
restricted securities.
Under Rule 144(k), a person who is not an affiliate and has not been an
affiliate for at least three months prior to the sale and who has beneficially
owned shares for at least two years may resell their shares without compliance
with the foregoing requirements. In meeting the one-and two-year holding periods
described above, a holder of shares can include the holding periods of a prior
owner who was not an affiliate. The one-and two-year holding periods described
above do not begin to run until the full purchase price or other consideration
is paid by the person acquiring the shares from the issuer or an affiliate. Rule
701 provides that currently outstanding shares of common stock acquired under
our employee compensation plans, and shares of common stock acquired upon
exercise of presently outstanding options granted under these plans, may be
resold beginning 90 days after the date of this prospectus:
o by persons, other than affiliates, subject only to the manner of sale
provisions of Rule 144, and
o by affiliates under Rule 144 without
compliance with its one-year minimum holding period, subject to some
limitations.
There is presently no agreement by any holder, including our "affiliates", of
"restricted" shares not to sell their shares.
Penny Stock Regulation
Broker-dealer practices in connection with transactions in "penny stocks" are
regulated by certain penny stock rules adopted by the Commission. Penny stocks
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<PAGE>
generally are equity securities with a price of less than $5.00. The penny stock
rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from the rules, to deliver a standardized risk disclosure
document that provides information about penny stocks and the risks in the penny
stock market. The broker-dealer also must provide the customer with current bid
and offer quotations for the penny stock, the compensation of the broker-dealer
and its salesperson in the transaction, and monthly account statements showing
the market value of each penny stock held in the customer's account. In
addition, the penny stock rules generally require that prior to a transaction in
a penny stock, the broker-dealer make a special written determination that the
penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction. These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary
market for a stock that becomes subject to the penny stock rules. As our shares
immediately following this offering will likely be subject to such penny stock
rules, investors in this offering will in all likelihood find it more difficult
to sell their securities.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Our articles of incorporation contains provisions permitted under the California
Corporations Code relating to the liability of directors. The provisions
eliminate a director's liability to stockholders for monetary damages for a
breach of fiduciary duty, except in circumstances involving wrongful acts,
including the breach of a director's duty of loyalty or acts or omissions which
involve intentional misconduct or a knowing violation of law. Our certificate of
incorporation also contains provisions obligating us to indemnify our directors
and officers to the fullest extent permitted by the General Corporation Law of
California. We believe that these provisions will assist us in attracting and
retaining qualified individuals to serve as directors.
Following the close of this offering, we will be subject to the State of
California's business combination statute. In general, the statute prohibits a
publicly held California corporation from engaging in a business combination
with a person who is an interested stockholder for a period of three years after
the date of the transaction in which that person became an interested
stockholder, unless the business combination is approved in a prescribed manner.
A business combination includes a merger, asset sale or other transaction
resulting in a financial benefit to the interested stockholder. An interested
stockholder is a person who, together with affiliates, owns, or, within three
years prior to the proposed business combination, did own 15% or more of our
voting stock. The statute could prohibit or delay mergers or other takeovers or
change in control attempts and accordingly, may discourage attempts to acquire
us.
As permitted by California law under Section 317 of the California Corporations
Code, we intend to eliminate the personal liability of our directors for
monetary damages for breach or alleged breach of their fiduciary duties as
directors, subject to exceptions. In addition, our bylaws provide that we are
required to indemnify our officers and directors,
33
<PAGE>
employees and agents under circumstances, including those circumstances in which
indemnification would otherwise be discretionary, and we would be required to
advance expenses to our officers and directors as incurred in proceedings
against them for which they may be indemnified. The bylaws provide that we,
among other things, will indemnify officers and directors, employees and agents
against liabilities that may arise by reason of their status or service as
directors, officers, or employees, other than liabilities arising from willful
misconduct, and to advance their expenses incurred as a result of any proceeding
against them as to which they could be indemnified. At present, we are not aware
of any pending or threatened litigation or proceeding involving a director,
officer, employee or agent of ours in which indemnification would be required or
permitted. We believe that our charter provisions and indemnification agreements
are necessary to attract and retain qualified persons as directors and officers.
We have agreed to the fullest extent permitted by applicable law, to indemnify
all our officers and directors. Insofar as indemnification for liabilities
arising under the Securities Act of 1933 (the "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 Act and is, therefore, unenforceable.
CERTAIN TRANSACTIONS
In connection with the organization of our company, John Lee, the founding
shareholder, President, Secretary-Treasurer and Director of our company, paid an
aggregate of $25,738 cash to purchase 5,000,000 shares of common stock of our
company.
It is contemplated that we may enter into certain transactions with officers,
directors or affiliates of our company which may involve conflicts of interest
in that they will not be arms' length transactions. These transactions include
the following:
Our company presently has no office facilities but for the time being will use
as its business address the office of Mr. Lee on a rent free basis, until such
time as the business operations of our company may require more extensive
facilities and our company has the financial ability to rent commercial office
space. There is presently no formal written agreement for the use of such
facilities, and no assurance that such facilities will be available to our
company on such a basis for any specific length of time.
We have no formal written employment agreement or other contracts with our
officers, and there is no assurance that the services to be provided by them,
and facilities to be provided by Mr. Lee will be available for any specific
length of time in the future. Mr. Lee anticipates initially devoting up to
approximately 20% of his time to the affairs of our company. If and when the
business operations of our company increase and a more extensive time commitment
is needed, Mr. Lee is prepared to devote more time to our company, in the event
that becomes necessary. The amounts of compensation and other
34
<PAGE>
terms of any full time employment arrangements with our company would be
determined if and when such arrangements become necessary.
MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following discussion and analysis should be read in conjunction with our
financial statements and the notes associated with them contained elsewhere in
this prospectus. This discussion should not be construed to imply that the
results discussed in this prospectus will necessarily continue into the future
or that any conclusion reached in this prospectus will necessarily be indicative
of actual operating results in the future. The discussion represents only the
best present assessment of management.
Plan Of Operations
Our company was only recently incorporated on April 19, 2000. We have not
commenced planned principal operations and we are considered a development stage
enterprise. We have no significant assets, no active business operations and no
results there from. To date, our activities have been limited to organizational
matters and the preparation and filing of the registration statement of which
this prospectus is a part.
Our management's plan of operation for the next twelve months is first to raise
funds from this offering. If the offering is successful, we intend to use the
proceeds primarily to develop a fully functional, interactive web site,
acquiring computer and office equipment, and provide operating capital during
the start up period of operations. Also during this time, we expect to hire
several employees in the areas of web designing, Windows NT network
administration and a computer programmer proficient in Microsoft's VisualBasic,
ASP and SiteServer Commerce technologies.
Inasmuch as there is no assurance that this offering will be successful and that
we will receive any net proceeds there from, we have not entered into any
contractual commitments and will not do so unless and until the offering is
completed. Therefore there is absolutely no assurance that we will be able, with
the proceeds of this offering, to successfully commence proposed business
operations. At this time, no assurances can be given with respect to the timing
of commencement of operations or the length of time after commencement that it
will be necessary to fund operations from proceeds of this offering.
Depending on the total amount raised in the offering, we believe that the net
proceeds from the offering will provide working capital for one year after
commencement of operations. However, there is no assurance of this. If we are
unsuccessful, investors will have lost their money and we will not attempt to
pursue further efforts with respect to such business, and it is unlikely we
would have the financial ability to do so in any event. Instead management will
call a shareholders meeting to decide whether to liquidate the company or what
direction our company will pursue, if any. However, we presently have no plans,
commitments or arrangements with
35
<PAGE>
respect to any other potential business venture and there is no assurance we
could become involved with any other business venture, especially any business
venture requiring significant capital.
Liquidity and Capital Resources
Presently our liquid resources are not sufficient to pay all of the costs of
this offering. We are dependent on completing this offering successfully in
order to obtain the funding necessary to implement our business plan described
above. Our auditors have issued a "going concern" opinion in Note 6 of our
audited financial statements which forms a part of this prospectus, indicating
that we were recently organized, have incurred losses since inception and have
not yet been successful in establishing profitable operations. We have
accumulated $27,068.00 in losses since inception through September 30, 2000, as
indicated in our financial statements. These factors raise substantial doubt in
our ability to continue as a going concern. If we are unable to raise the funds
in this offering during the next twelve months, we will not remain as a viable
going concern and investors may lose their entire investment.
LEGAL MATTERS
The validity of the shares offered under this prospectus is being passed upon
for us by Kennan E. Kaeder, Attorney at Law, Suite 1904, 110 West C Street, San
Diego, California 92101.
EXPERTS
The financial statements of the Company for the period from inception on April
19, 2000 through September 30, 2000, included in this prospectus have been
examined Siegel, Smith & Garber, 400 South Sierra Avenue, Suite 100, Solana
Beach, Ca 92075, independent certified public accountants, as indicated in their
report, and are included in this prospectus in reliance on the report given upon
the authority of that firm as experts in accounting and auditing.
AVAILABLE INFORMATION
We are filing a registration statement on Form SB-2 with the United States
Securities and Exchange Commission, under the Securities Act of 1933, covering
the securities in this offering. As permitted by rules and regulations of the
Commission, this prospectus does not contain all of the information in the
registration statement. For further information regarding both TheReadyMan.com,
Inc. and the securities in this offering, we refer you to the registration
statement, including all exhibits and schedules, which may be inspected without
charge at the public reference facilities of the Commission's Washington, D.C.
office, 450 Fifth Street, N.W., Washington, D.C. 20549. Copies may be obtained
upon request and payment of prescribed fees.
36
<PAGE>
As of the effective date of this prospectus, we will become subject to the
information requirements of the Securities Exchange Act of 1934. Accordingly, we
will file reports and other information with the Commission. These materials
will be available for inspection and copying at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the following regional offices of the Commission: Pacific
Regional Office 5670 Wilshire Boulevard, 11th Floor Los Angeles, CA 90036-3648.
Copies of the material may be obtained from the public reference section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. The Commission maintains an Internet Web site located at
http://www.sec.gov that contains reports, proxy and information statements and
other information regarding issuers that file reports electronically with the
Commission. The site is accessible by the public through any Internet access
service provider.
Copies of our Annual, Quarterly and other Reports filed with the Commission,
starting with the Quarterly Report for the first quarter ended after the date of
this prospectus (due 45 days after the end of the quarter) will also be
available upon request, without charge, by writing TheReadyMan.com, Inc. 7825
Fay Avenue, Suite 200, La Jolla, California 92037.
37
<PAGE>
THEREADYMAN, INC.
[A Development Stage Company]
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Page
<S> <C>
Independent Auditors' Report F-1
Balance Sheet F-2
Statement of Operations, for the period from inception F-3
on April 19, 2000 through June 30, 2000
Statement of Stockholders Equity, from inception F-4
on April 19, 2000 through June 30, 2000
Statement of Cash Flows, for the period from inception F-5
on April 19, 2000 through June 30, 2000
Notes to Financial Statements F-6
Balance Sheet F-11
Statement of Operations, for the period from inception F-12
on April 19, 2000 through September 30, 2000
Statement of Cash Flows, for the period from inception F-13
April 19, 2000 through September 30, 2000
Notes to Financial Statements F-14
</TABLE>
38
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors and Shareholder
TheReadyman.com, Inc.
We have audited the accompanying balance sheet of TheReadyman.com, Inc. (a
development stage company) as of June 30, 2000, and the related statement of
operations, shareholders' equity (deficit) and cash flows for the period from
inception (April 19, 2000) to June 30, 2000. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our 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, on a test basis, examination of 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 audit provides 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 TheReadyman.com, Inc. as of
June 30, 2000, and the results of operations and their cash flows for the period
from inception (April 19, 2000) to June 30, 2000, in conformity with generally
accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 6 to the
financial statements, the Company has incurred losses and an accumulated deficit
and cannot implement their operating plan without raising additional capital,
which raises substantial doubt about its ability to continue as a going concern.
Management's plans regarding those matters are described in Notes 6 and 7. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
SIEGEL & SMITH
Certified Public Accountants
Del Mar, California
July 27, 2000
F-1
<PAGE>
TheReadyman.com, Inc.
(A Development Stage Company)
Balance Sheet
June 30, 2000
<TABLE>
<S> <C>
ASSETS
CURRENT ASSETS:
Cash $ 25,717
--------
TOTAL CURRENT ASSETS 25,717
--------
$ 25,717
========
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable $ 140
Accrued liabilities 25,020
--------
TOTAL CURRENT LIABILITIES 25,160
--------
COMMITMENTS AND CONTINGENCIES --
SHAREHOLDERS' EQUITY (DEFICIT):
Common Stock, no par value, 100,000,000 shares authorized, 25,738
10,000,000 shares issued and outstanding
Accumulated deficit (25,181)
--------
TOTAL SHAREHOLDERS' EQUITY (DEFICIT)
557
--------
$ 25,717
========
</TABLE>
The accompanying notes are an integral part of these financial statements
F-2
<PAGE>
TheReadyman.com, Inc.
(A Development Stage Company)
Statement of Operations
Inception (April 19, 2000) to June 30, 2000
<TABLE>
<S> <C>
REVENUE $ --
EXPENSES:
General and administrative 25,181
-----------
TOTAL EXPENSES 25,181
-----------
NET LOSS $ (25,181)
===========
BASIC AND DILUTED NET LOSS PER SHARE $ (0.015)
===========
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING 1,643,836
===========
</TABLE>
The accompanying notes are an integral part of these financial statements
F-3
<PAGE>
TheReadyman.com, Inc.
(A Development Stage Company)
Statement of Shareholders' Equity (Deficit)
From Inception (April 19, 2000) to June 30, 2000
<TABLE>
<CAPTION>
DEFICIT
COMMON STOCK ACCUMULATED
------------------------------------------- DURING THE TOTAL
NUMBER AMOUNT DEVELOPMENT SHAREHOLDERS'
OF SHARES PER SHARE TOTAL STAGE EQUITY (DEFICIT)
------------ ---------- ---------- ----------- ----------------
<S> <C> <C> <C> <C> <C>
Beginning balance, April 19, 2000 -- $ -- $ -- $ -- $ --
Issuance of common shares for cash (June 19, 2000) 10,000,000 0.003 25,738 -- 25,738
Net loss -- -- -- (25,181) (25,181)
---------- ---------- --------- ---------
BALANCE, JUNE 30, 2000 10,000,000 $ 25,738 $ (25,181) $ 557
========== ========== ========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements
F-4
<PAGE>
TheReadyman.com, Inc.
(A Development Stage Company)
Statement of Cash Flows
Inception (April 19, 2000) to June 30, 2000
<TABLE>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(25,181)
Adjustments to reconcile net income to net cash
provided by operating activities:
Increase in accounts payable
140
Increase in accrued liabilities 25,020
--------
Net cash provided by operating activities (21)
--------
CASH FLOWS FROM INVESTING ACTIVITIES --
--------
CASH FLOWS FROM FINANCING ACTIVITES:
Common stock issued for cash 25,738
--------
Net cash provided by financing activities 25,738
--------
Net increase in cash 25,717
CASH, BEGINNING OF THE PERIOD (INCEPTION) --
--------
CASH, END OF THE PERIOD $ 25,717
========
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ --
========
Taxes paid $ --
========
</TABLE>
The accompanying notes are an integral part of these financial statements
F-5
<PAGE>
TheReadyman.com, Inc.
(A Developmental Stage Company)
Notes to Financial Statements
June 30, 2000
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
------------
TheReadyman.com, Inc., a California corporation, was formed on April
19, 2000 to acquire an interest in a business entity that desires to
seek the perceived advantages of a corporation that has securities
registered under the Exchange Act. The Company has not commenced
planned principal operations and, therefore, is considered to be in the
development stage.
Fiscal Year End
---------------
The Company's fiscal year end is December 31.
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 expenses
during the reporting period. Actual results could differ from those
estimates.
Income Taxes
------------
The Company reports certain expenses differently for financial and tax
reporting purposes and, accordingly, provides for the related deferred
taxes. Income taxes are accounted for under the liability method in
accordance with SFAS 109, ACCOUNTING FOR INCOME TAXES. The Company has
no material deferred tax assets or liabilities, current or deferred tax
expense, or net operating loss carry forwards for the period reported.
Cash and Cash Equivalents
-------------------------
The Company considers all liquid investments with the maturity of three
months or less from the date of purchase that are readily convertible
into cash to be cash equivalents.
Research and Development Costs
------------------------------
Costs and expenses that can be clearly identified as research and
development are charged to expense as incurred in accordance with SFAS
2, ACCOUNTING FOR RESEARCH AND DEVELOPMENT COSTS. The Company has no
research and development costs for the period reported.
F-6
<PAGE>
TheReadyman.com, Inc.
(A Developmental Stage Company)
Notes to Financial Statements
June 30, 2000
Long-lived Assets
-----------------
The Company will record potential impairments to its long-lived assets
when there is evidence that events or changes in circumstances have
made recovery of the asset's carrying value unlikely. An impairment
loss would be recognized when the sum of the expected future
undiscounted net cash flows is less than the carrying amount of the
asset. The Company has identified no such impairment losses. All of
the Company's long-lived assets reside in the United States.
Advertising Costs
-----------------
Advertising costs will be expensed as incurred. There was no
advertising expense incurred for the period from inception through June
30, 2000.
Basic and Diluted Net Loss Per Share
-------------------------------------
Net loss per share is calculated in accordance with SFAS 128, EARNINGS
PER SHARE for the period presented. Basic net loss per share is based
upon the weighted average number of common shares outstanding. Diluted
net loss per share is based on the assumption that all dilative
convertible shares and stock options were converted or exercised.
Dilution is computed by applying the treasury stock method. Under this
method, options and warrants are assumed to be exercised at the
beginning of the period (or at the time of issuance, if later), and as
if funds obtained thereby wee used to purchase common stock at the
average market price during the period.
The Company has no potentially dilative securities, options, warrants
or other rights outstanding. Therefore, basic and diluted net loss per
share is the same.
Reportable Operating Segments
-----------------------------
SFAS 131, SEGMENT INFORMATION, amends the requirements for companies to
report financial and descriptive information about their reportable
operating segments. Operating segments, as defined in SFAS 131, are
components of an enterprise for which separate financial information is
available and is evaluated regularly by a company in deciding how to
allocate resources and in assessing performance. The financial
information is required to be reported on the basis that is used
internally for evaluating segment performance. The Company intends to
operate one business and operating segment.
New Accounting Pronouncements
-----------------------------
In February 1998, the Financial Accounting Standards Board issued SFAS
132, EMPLOYERS DISCLOSURES ABOUT PENSION AND OTHER POST RETIREMENT
BENEFITS. This pronouncement revised and standardized, as much as
possible, the disclosure requirements of SFAS 87, EMPLOYERS ACCOUNTING
FOR PENSIONS, SFAS 88, EMPLOYERS ACCOUNTING FOR SETTLEMENTS AND
CURTAILMENTS OF DEFINED BENEFIT PLANS AND FOR TERMINATION BENEFITS and
SFAS 106, EMPLOYERS ACCOUNTING FOR POST RETIREMENT BENEFITS OTHER THAN
PENSIONS. Because the Company has not
F-7
<PAGE>
TheReadyman.com, Inc.
(A Developmental Stage Company)
Notes to Financial Statements
June 30, 2000
commenced operations, adoption of SFAS 132 will have no effect on the
calculation of pension expense, the results of operations or financial
position of the Company. The Company has no post-retirement benefit
plans and, therefore, is not subject to the provisions of SFAS 132.
In June 1998, the Financial Accounting Standards Board issued SFAS 133,
ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES. This
statement requires companies to record derivatives on the balance sheet
as assets or liabilities, measured at fair value. Gains or losses
resulting from changes in the values of those derivatives would be
accounted for depending on the use of the derivative and whether it
qualifies for hedge accounting. SFAS 133 will be effective for the
Company's year ending December 31, 2001. The Company does not expect
any impact from the adoption of this statement on the Company's
financial position, results of operations or cash flows.
In March 1998, the American Institute of Certified Public Accountants
issued Statement of Position 98-1 (SOP 98-1), ACCOUNTING FOR THE COSTS
OF COMPUTER SOFTWARE DEVELOPED OR OBTAINED FOR INTERNAL USE. SOP 98-1
is effective for financial statements for years beginning after
December 15, 1998. SOP 98-1 provides guidance over accounting for
computer software developed or obtained for internal use including the
requirement to capitalize specific costs and
amortization of such costs. The company intends to implement SOP 98-1
effective at inception (April 13, 2000) and, therefore, anticipates no
impact on the Company's financial position or results of operations.
In April 1998, the American Institute of Certified Public Accountants
issued Statement of Position 98-5 (SOP 98-5), REPORTING ON THE COSTS OF
START-UP ACTIVITIES. SOP 98-5, which is effective for fiscal years
beginning after December 15, 1998, provides guidance on the financial
reporting of start-up costs and organization costs. It requires costs
of start-up activities and organization costs to be expensed as
incurred. As the Company has not yet began operations, all costs
associated with start-up activities will be expensed as incurred.
In December 1998, the Accounting Standards Executive Committee, or
AcSEC, issued SOP 98-9, MODIFICATION OF SOP 97-2, SOFTWARE REVENUE
RECOGNITION, WITH RESPECT TO CERTAIN TRANSACTIONS. SOP 98-9 amends
SOP-97-2 to require that an entity recognize revenues for multiple
element arrangements by means of the "residual method" when (1) there
is vendor-specific objective evidence, or VSOE, of the fair values of
all the undelivered elements that are not accounted for by means of
long-term contract accounting, and (2) VSOE of fair value does not
exist for one or more of the delivered elements, and (3) all revenue
F-8
<PAGE>
TheReadyman.com, Inc.
(A Developmental Stage Company)
Notes to Financial Statements
June 30, 2000
recognition criteria of SOP 97-2 and SOP 98-9 will be effective from
the Company's inception. We do not expect SOP 98-9 to have any effect
on our results of operations.
In December 1999, the Staff of the Securities and Exchange Commission
released Staff Accounting Bulletin (SAB) No. 101, REVENUE RECOGNITION,
to provide guidance on the recognition, presentation and disclosure of
revenues in financial statements. Upon commencement of operations, the
Company intends to adopt the revenue recognition practices to conform
to SAB No. 101.
2. SHAREHOLDERS' EQUITY
Common stock
------------
In June 2000, the Company issued 10,000,000 shares of common stock to a
single shareholder for $25,738 cash.
3. COMMITMENTS
The Company has made no material commitments.
4. RELATED PARTY
The Company uses the mailing address of the sole shareholder and
director, without charge, as its address of record.
5. LOSS PER SHARE
As discussed in Note 1, historical net loss per share is calculated in
accordance with SFAS No. 128. The following table reconciles the
numerator and denominator for the calculation:
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
INCEPTION
(APRIL 19, 2000)
TO JUNE 30, 2000
------------------------------------------------------------------------------------------------------------
<S> <C>
BASIC AND DILUTED LOSS PER SHARE:
------------------------------------------------------------------------------------------------------------
Numerator
------------------------------------------------------------------------------------------------------------
Net loss $ ( 25,181)
------------------------------------------------------------------------------------------------------------
Denominator
------------------------------------------------------------------------------------------------------------
Basic and diluted weighted average number of
common shares outstanding during the period 1,643,836
------------------------------------------------------------------------------------------------------------
Basic and diluted loss per share $ (0.02)
------------------------------------------------------------------------------------------------------------
</TABLE>
F-9
<PAGE>
TheReadyman.com, Inc.
(A Developmental Stage Company)
Notes to Financial Statements
June 30, 2000
6. GOING CONCERN
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. This basis of accounting
contemplates the recovery of the Company's assets and the satisfaction
of its liabilities in the normal course of business. Since inception,
the Company has not been engaged in any organizational activities and
does not intend to start operational activities. Through June 30, 2000,
the Company had incurred losses of $25,181. Successful completion of
the Company's business plan is dependent upon obtaining a suitable
merger candidate and completing the merger. Management anticipates that
the cash requirements to locate, negotiate and complete a business
combination will require additional fundraising.
7. SUBSEQUENT EVENT
The Company is proposing to make a public offering of 5,000,000 shares
of its previously authorized but unissued common stock. The Company
plans to file a registration statement with the United States
Securities and Exchange Commission on Form SB-2 under the Securities
Act of 1933. The anticipated proceeds from the offering will be used to
initiate and implement the Company's business plan.
F-10
<PAGE>
TheReadyman.com, Inc.
(A Developmental Stage Company)
Balance Sheet
(Unaudited)
<TABLE>
<CAPTION>
September 30, 2000
------------------
<S> <C>
ASSETS
CURRENT ASSETS:
Cash $ 20,535
------------
TOTAL CURRENT ASSETS 20,535
------------
$ 20,535
============
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
115
Accrued liabilities $ 21,750
------------
TOTAL CURRENT LIABILITIES 21,865
------------
COMMITMENTS AND CONTINGENCIES --
SHAREHOLDERS' EQUITY (DEFICIT):
Common Stock, no par value, 100,000,000 shares authorized, 25,738
10,000,000 shares issued and outstanding
Accumulated deficit during the development stage (27,068)
------------
TOTAL SHAREHOLDERS' EQUITY (DEFICIT)
(1,330)
------------
$ 20,535
============
</TABLE>
See Footnotes
F-11
<PAGE>
TheReadyman.com, Inc.
(A Developmental Stage Company)
Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Cumulative
from Inception
Three months ending (April 19, 2000) to
September 30, 2000 September 30, 2000
------------------------- -------------------------
<S> <C> <C>
REVENUE $ -- $ --
EXPENSES:
General and administrative 1,887 27,068
------------ ------------
TOTAL EXPENSES 1,887 27,068
------------ ------------
NET LOSS $ (1,887) $ (27,068)
============ ============
BASIC AND DILUTED NET LOSS PER SHARE $ (0.0002) $ (0.004)
============ ============
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING 10,000,000 6,303,030
============ ============
</TABLE>
See Footnotes
F-12
<PAGE>
TheReadyman.com, Inc.
(A Developmental Stage Company)
Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Cumulative from
Three months ending Inception (April 19, 2000)
September 30, 2000 to September 30, 2000
--------------------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (1,887) $(27,068)
Adjustments to reconcile net income to net cash
provided by operating activities:
Increase (decrease) in accounts payable (25) 115
Increase (decrease) in accrued liabilities (3,270) 21,750
-------- --------
Net cash used by operating activities (5,182) (5,203)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES -- --
-------- --------
CASH FLOWS FROM FINANCING ACTIVITES:
Issuance of common stock -- 25,738
-------- --------
Net increase (decrease) in cash (5,182) 20,535
CASH, BEGINNING OF THE PERIOD
25,717 --
-------- --------
CASH, END OF THE PERIOD $ 20,535 $ 20,535
======== ========
</TABLE>
See Footnotes
F-13
<PAGE>
The Readyman.com, Inc.
(A Developmental Stage Company)
Footnotes
September 30, 2000
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
------------
The Readyman.com, Inc., a California corporation, was formed on April 19,
2000 to acquire an interest in a business entity that desires to seek the
perceived advantages of a cororation that has securities registered under
the Exchange Act. The Company has not commenced planned principal
operations and, therefore, is considered to be in the development stage.
Interim Periods
---------------
The accompanying unaudited financial statements have been prepared in
accordance with the instructions of Form 10-SBQ and do not include all of
the information required by generally accepted accounting principles for
complete financial statements. In the opinion of the Company's management,
all necessary adjustments (consisting of normal recurring adjustments) for
a fair presentation have been included. Operating results for the three
months ending September 30, 2000 are not necessarily indicative of results
for any future period. These statements should be read in conjunction with
the financial statements and notes thereto for the period beginning at
inception (April 19, 2000) through June 30, 2000 included in the Company's
Form 10-SB2.
F-14
<PAGE>
[LOGO THEREADYMAN.COM, INC.]
THEREADYMAN.COM, INC.
[A Development Stage Company]
5,000,000 Shares
Common Stock
$0.10 Per Share
--------------
PROSPECTUS
--------------
THEREADYMAN.COM, INC.
7825 Fay Avenue
La Jolla, California 92037
____________, 2001
<PAGE>
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The statutes, charter provisions, bylaws, contracts or other arrangements under
which controlling persons, directors or officers of the issuer are insured or
indemnified in any manner against any liability which they may incur in such
capacity are as follows:
1. Section 317 of the California General Corporation Law provides that
each corporation shall have the following powers:
(a) For the purposes of this section, "agent" means any person who is or was a
director, officer, employee or other agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another foreign or domestic corporation, partnership, joint venture,
trust or other enterprise, or was a director, officer, employee or agent of a
foreign or domestic corporation which was a predecessor corporation of the
corporation or of another enterprise at the request of the predecessor
corporation; "proceeding" means any threatened, pending or completed action or
proceeding, whether civil, criminal, administrative or investigative; and
"expenses" includes without limitation attorneys' fees and any expenses of
establishing a right to indemnification under subdivision (d) or paragraph (4)
of subdivision (e).
(b) A corporation shall have power to indemnify any person who was or is a party
or is threatened to be made a party to any proceeding (other than an action by
or in the right of the corporation to procure a judgment in its favor) by reason
of the fact that the person is or was an agent of the corporation, against
expenses, judgments, fines, settlements, and other amounts actually and
reasonably incurred in connection with the proceeding if that person acted in
good faith and in a manner the person reasonably believed to be in the best
interests of the corporation and, in the case of a criminal proceeding, had no
reasonable cause to believe the conduct of the person was unlawful. The
termination of any proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which the
person reasonably believed to be in the best interests of the corporation or
that the person had reasonable cause to believe that the person's conduct was
unlawful.
(c) A corporation shall have power to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending, or completed
action by or in the right of the corporation to procure a judgment in its favor
by reason of the fact that the person is or was an agent of the corporation,
against expenses actually and reasonably incurred by that person in connection
with the defense or settlement of the action if the person acted in good faith,
in a manner the person believed to be in the best interests of the corporation
and its shareholders. No indemnification shall be made under this subdivision
for any of the following:
(1) In respect of any claim, issue or matter as to which the person shall have
been adjudged to be liable to the corporation in the performance of that
person's duty to the corporation and its shareholders, unless and only to the
extent that the court in which the proceeding is or was pending shall determine
upon application that, in view of all the circumstances of the case, the person
is fairly and reasonably entitled to indemnity for expenses and then only to the
extent that the court shall determine.
(2) Of amounts paid in settling or otherwise disposing of a pending action
without court approval.
(3) Of expenses incurred in defending a pending action which is settled or
otherwise disposed of without court approval.
(d) To the extent that an agent of a corporation has been successful on the
merits in defense of any proceeding referred to in subdivision (b) or (c) or in
defense of any claim, issue, or matter therein, the agent shall be indemnified
against expenses actually and reasonably incurred by the agent in connection
therewith.
(e) Except as provided in subdivision (d), any indemnification under this
section shall be made by the corporation only if authorized in the specific
case, upon a determination that indemnification of the agent is proper in the
circumstances because the agent has met the applicable standard of conduct set
forth in subdivision (b) or (c), by any of the following:
II-1
<PAGE>
(1) A majority vote of a quorum consisting of directors who are not parties to
such proceeding.
(2) If such a quorum of directors is not obtainable, by independent legal
counsel in a written opinion.
(3) Approval of the shareholders (Section 153), with the shares owned by the
person to be indemnified not being entitled to vote thereon.
(4) The court in which the proceeding is or was pending upon application made by
the corporation or the agent or the attorney or other person rendering services
in connection with the defense, whether or not the application by the agent,
attorney or other person is opposed by the corporation.
(f) Expenses incurred in defending any proceeding may be advanced by the
corporation prior to the final disposition of the proceeding upon receipt of an
undertaking by or on behalf of the agent to repay that amount if it shall be
determined ultimately that the agent is not entitled to be indemnified as
authorized in this section. The provisions of subdivision (a) of Section 315 do
not apply to advances made pursuant to this subdivision.
(g) The indemnification authorized by this section shall not be deemed exclusive
of any additional rights to indemnification for breach of duty to the
corporation and its shareholders while acting in the capacity of a director or
officer of the corporation to the extent the additional rights to
indemnification are authorized in an article provision adopted pursuant to
paragraph (11) of subdivision (a) of Section 204. The indemnification provided
by this section for acts, omissions, or transactions while acting in the
capacity of, or while serving as, a director or officer of the corporation but
not involving breach of duty to the corporation and its shareholders shall not
be deemed exclusive of any other rights to which those seeking indemnification
may be entitled under any bylaw, agreement, vote of shareholders or
disinterested directors, or otherwise, to the extent the additional rights to
indemnification are authorized in the articles of the corporation. An article
provision authorizing indemnification "in excess of that otherwise permitted by
Section 317" or "to the fullest extent permissible under California law" or the
substantial equivalent thereof shall be construed to be both a provision for
additional indemnification for breach of duty to the corporation and its
shareholders as referred to in, and with the limitations required by, paragraph
(11) of subdivision (a) of Section 204 and a provision for additional
indemnification as referred to in the second sentence of this subdivision. The
rights to indemnity hereunder shall continue as to a person who has ceased to be
a director, officer, employee, or agent and shall inure to the benefit of the
heirs, executors, and administrators of the person. Nothing contained in this
section shall affect any right to indemnification to which persons other than
the directors and officers may be entitled by contract or otherwise.
(h) No indemnification or advance shall be made under this section, except as
provided in subdivision (d) or paragraph (4) of subdivision (e), in any
circumstance where it appears:
II-2
<PAGE>
(1) That it would be inconsistent with a provision of the articles, bylaws, a
resolution of the shareholders, or an agreement in effect at the time of the
accrual of the alleged cause of action asserted in the proceeding in which the
expenses were incurred or other amounts were paid, which prohibits or otherwise
limits indemnification.
(2) That it would be inconsistent with any condition expressly imposed by a
court in approving a settlement.
(i) A corporation shall have power to purchase and maintain insurance on behalf
of any agent of the corporation against any liability asserted against or
incurred by the agent in that capacity or arising out of the agent's status as
such whether or not the corporation would have the power to indemnify the agent
against that liability under this section. The fact that a corporation owns all
or a portion of the shares of the company issuing a policy of insurance shall
not render this subdivision inapplicable if either of the following conditions
are satisfied: (1) if the articles authorize indemnification in excess of that
authorized in this section and the insurance provided by this subdivision is
limited as indemnification is required to be limited by paragraph (11) of
subdivision (a) of Section 204; or (2) (A) the company issuing the insurance
policy is organized, licensed, and operated in a manner that complies with the
insurance laws and regulations applicable to its jurisdiction of organization,
(B) the company issuing the policy provides procedures for processing claims
that do not permit that company to be subject to the direct control of the
corporation that purchased that policy, and (C) the policy issued provides for
some manner of risk sharing between the issuer and purchaser of the policy, on
one hand, and some unaffiliated person or persons, on the other, such as by
providing for more than one unaffiliated owner of the company issuing the policy
or by providing that a portion of the coverage furnished will be obtained from
some unaffiliated insurer or reinsurer.
(j) This section does not apply to any proceeding against any trustee,
investment manager, or other fiduciary of an employee benefit plan in that
person's capacity as such, even though the person may also be an agent as
defined in subdivision (a) of the employer corporation. A corporation shall have
power to indemnify such a trustee, investment manager, or other fiduciary to the
extent permitted by subdivision (f) of Section 207.
2. The Issuer's Articles of Incorporation limit liability of its Officers and
Directors to the full extent permitted by the California General Corporation
Law. The bylaws provide for indemnification in accordance with the foregoing
statutory provisions.
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION*
The following table sets forth all estimated costs and expenses, other than
underwriting discounts, commissions and expense allowances, payable by the
issuer in connection with the maximum offering for the securities included in
this registration statement:
<TABLE>
Amount
<S> <C>
SEC Registration fee $125.00
Blue sky fees and expenses $6,000.00
Legal fees and expenses $20,000.00
</TABLE>
II-3
<PAGE>
<TABLE>
<S> <C>
Printing and shipping expenses $4,000.00
Accounting fees and expenses $5,000.00
Transfer and Miscellaneous expenses $4,000.00
Total $39,125.00
</TABLE>
* All expenses are estimated except the Commission filing fee.
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.
The following sets forth information relating to all previous sales of Common
stock by the Registrant which sales were not registered under the Securities Act
of 1933.
In connection with the organization of our company, our founding shareholder,
John Lee, paid an aggregate of $25,000 cash to purchase 10,000,000 shares of
common stock of our company on April 13, 2000. This transactions were not
registered under the Securities Act of 1933 (the "Act") in reliance on the
exemption from registration in Section 4(2) of the Act. The securities were
offered and sold without any general solicitation to persons affiliated with the
Issuer as founding shareholders, are subject to the resale provisions of Rule
144 and may not be sold or transferred without registration except in accordance
with Rule 144. Certificates representing the securities bear such a legend.
ITEM 27. EXHIBITS INDEX.
<TABLE>
<CAPTION>
Number Exhibit Name
------ ------------
<S> <C>
1.1 Subscription Agreement
1.2 Form of Proceeds Escrow Agreement
3.1 Articles of Incorporation
3.2 By-Laws
5.1 Opinion Regarding Legality
23.1 Consent of Expert
</TABLE>
All other Exhibits called for by Rule 601 of Regulation S-B are not applicable
to this filing. Information pertaining to our common stock is contained in our
Articles of Incorporation and By-Laws.
ITEM 28. UNDERTAKINGS.
The undersigned registrant undertakes:
(1) To file, during any period in which offer or sales are being made, a
post-effective amendment to this registration statement:
I. To include any prospectus required by section 10(a)(3) of the Securities
Act 1933;
II. To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post effective
amendment) which, individually or in the aggregate, represent a fundamental
change in the information in the registration statement;
III. To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to the information in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of securities at that time shall be deemed to be the
initial bona fide offering.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
Subject to the terms and conditions of Section 15(d) of the Securities Exchange
Act of 1934, the undersigned Registrant hereby undertakes to file with the
Securities and Exchange Commission any supplementary and periodic information,
documents, and reports as may be prescribed by any rule or regulation of the
Commission heretofore or hereafter duly adopted pursuant to authority conferred
to that section.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to our certificate of incorporation or provisions of
California law, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission the indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable. If a
claim for indemnification against liabilities (other than the payment by the
Registrant)of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit, or
proceeding is asserted by a director, officer or controlling person in
connection with the securities being registered, the Registrant 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 whether the
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of the issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and has duly caused this
registration statement to be signed on our behalf by the undersigned, in the
City of San Diego, State of California, on January 16, 2001.
(Registrant) TheReadyMan.com, Inc.
By (signature and title) /s/ John Lee
----------------------------------
President, Treasurer, and Director
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.
(signature) /s/ John Lee
----------------------------------
(title) President, Chief Executive Officer,
Secretary, Chairman of the Board
(date) January 16, 2001
(signature) /s/ John Lee
----------------------------------
(title) Chief Accounting Officer
(date) January 16, 2001
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
----------------------------------------------------------------------
EXHIBIT NUMBER TITLE OF DOCUMENT
----------------------------------------------------------------------
<S> <C>
1.1 Subscription Agreement
----------------------------------------------------------------------
1.2 Form of Proceeds Escrow Agreement
----------------------------------------------------------------------
3.1 Articles of Incorporation
----------------------------------------------------------------------
3.2 Bylaws
----------------------------------------------------------------------
5.1 Opinion Regarding Legality
----------------------------------------------------------------------
23.1 Consent of Expert
----------------------------------------------------------------------
</TABLE>
