As filed with the Securities and Exchange Commission on October 26, 2000
Registration Statement No. _________
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MATURUS.COM, INC.
(Name of Small Business Issuer in its Charter)
Nevada 737 88-0445929
------------------------------ -------------------- ----------------
(State or jurisdiction (Primary Standard (I.R.S. Employer
of incorporation organization) Industrial Classification Identification No.)
Code Number)
211 E. Georgia Street, Vancouver, B.C. V6A1Z6, Canada (604) 688-2271
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(Address and telephone number of principal executive offices)
Copies of communications to:
David Lubin, Esq.
Herrick, Feinstein LLP
Two Park Avenue
New York, NY 10016
(212) 592-6151
Approximate date of commencement of proposed sale to the public: Not applicable.
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. [_]
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Title maximum aggregate
of each Class of Price per Proposed maximum amount of
securities registered Amount registered security (1) offering price (1) registration fee
--------------------- ----------------- ------------ ------------------ ----------------
<S> <C> <C> <C> <C>
Units (2) 600,000 units $.50 $300,000 $79.20
Common Stock (3) 600,000 shares $1.00 $600,000 $158.40
Common Stock (3) 600,000 shares $2.00 $1,200,000 $316.80
Common Stock (3) 600,000 shares $3.00 $1,800,000 $475.20
Class A warrants (4) 600,000 warrants $-0- -0- -0-
Class B warrants (4) 600,000 warrants -0- -0- -0-
Class C warrants (4) 600,000 warrants -0- -0- -0-
Total $3,900,000 $1,029.60
========== =========
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(a) based on a bona fide estimate of the maximum offering price.
(2) Consists of one share of common stock at $.001 par value, and one Class A
redeemable purchase warrant, one Class B redeemable purchase warrant and one
Class C redeemable purchase warrant, each warrant exercisable to purchase one
share of common stock.
(3) Issuable upon exercise of the Class A, Class B or Class C redeemable
purchase warrants, respectively.
(4) The maximum number of Class A, Class B or Class C redeemable purchase
warrants (a maximum of 600,000 warrants of each class) contained in the units.
The Registrant has not assigned a value to the warrants.
<PAGE>
MATURUS.COM, INC.
600,000 UNITS
(EACH UNIT CONSISTS OF 1 SHARE OF COMMON STOCK, 1 CLASS A REDEEMABLE PURCHASE
WARRANT, 1 CLASS B REDEEMABLE PURCHASE WARRANT AND 1 CLASS C REDEEMABLE PURCHASE
WARRANT)
--------------------------------------------------------------------------------
* We are offering a minimum of 300,000 units and a maximum of 600,000 units.
* Each unit entitles you to one share of common stock, and the right to
purchase one share of common stock at $1.00 per share for each Class A
warrant exercised, one share of common stock at $2.00 per share for each
Class B warrant exercised and one share of common stock at $3.00 per share
for each Class C warrant exercised.
* You may exercise the Class A, B and C redeemable purchase warrant for a 6
month, 12 month and 18 month period, respectively, commencing on the
closing date of the offering.
* If the bid price of the common stock exceeds 20% of the exercise price of
the warrant, we have the right to redeem the warrants, in whole or in part,
at $0.01 per warrant.
* No public market exists for the units, the common stock or the warrants.
SEE "RISK FACTORS" BEGINNING ON P. 3 FOR A DISCUSSION OF FACTORS YOU SHOULD
CONSIDER BEFORE INVESTING.
NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION NOR THE BRITISH COLUMBIA SECURITIES COMMISSION HAS
APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED ON THE ADEQUACY OR ACCURACY
OF THE DISCLOSURE INTHIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. WE MAY NOT SELL THE SECURITIES UNTIL THE
REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS
EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS
NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR
SALE IS NOT PERMITTED.
--------------------------------------------------------------------------------
Per unit Total of minimum Total of maximum
offering offering
Public offering price $.50 $150,000 $300,000
--------------------------------------------------------------------------------
* We will terminate the offering period on __________ unless we, in our sole
and absolute discretion, extend it for an additional 90 days to __________.
We may terminate the offering earlier if the 600,000 units are sold before
the end of the offering period or for any other reason.
* We are offering these units directly to you without the assistance of an
underwriter. We will receive all the proceeds from the offering, less
offering expenses.
* We will deposit all funds received from investors in a non-interest bearing
escrow account. The escrow agent will release the funds to us only if we
collect at least $150,000 during the offering period.
* If we do not sell at least 300,000 units before expiration of the offering
period, we will fully refund all funds received from investors without
interest.
The date of this Prospectus is _____________
<PAGE>
TABLE OF CONTENTS
PROSPECTUS SUMMARY........................................................... 3
RISK FACTORS................................................................. 5
USE OF PROCEEDS..............................................................16
DETERMINATION OF OFFERING PRICE..............................................16
CAPITALIZATION...............................................................17
DILUTION.....................................................................18
PLAN OF DISTRIBUTION.........................................................19
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL PERSONS..............................................................20
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT...............................................................21
DESCRIPTION OF SECURITIES....................................................22
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES...............................25
DESCRIPTION OF OUR BUSINESS..................................................25
DESCRIPTION OF PROPERTY......................................................29
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS..........................................29
LEGAL PROCEEDINGS............................................................31
EXECUTIVE COMPENSATION.......................................................31
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...............................32
FINANCIAL STATEMENTS.........................................................33
EXPERTS......................................................................33
INTERESTS OF NAMED EXPERTS AND COUNSEL.......................................33
LEGAL MATTERS................................................................34
ADDITIONAL INFORMATION.......................................................34
<PAGE>
PROSPECTUS SUMMARY
We have prepared this summary to assist you in your review of this document.
This summary highlights what we believe are the significant aspects of our
business. However, this summary does not include all of the information in this
document that may be important to you. This summary is qualified in its entirety
by reference to, and should be read in conjunction with, the more detailed
information, appearing elsewhere in this prospectus. You should carefully read
this entire document, including the specific risks described in the "RISK
FACTORS" section beginning on page 3 and the financial statements including the
notes. For more information about the Company, see "DESCRIPTION OF OUR
BUSINESS" and "ADDITIONAL INFORMATION".
MATURUS.COM, INC.
We are a development stage corporation, focusing on providing information over
the Internet to persons over the age of 50, and providing advertising for
businesses seeking to market their goods and services to persons over the age of
50 through the Internet.Our website, Maturus.com, contains articles and
information free of charge to Internet users.
We believe that, by providing high quality free information, we will have a
product of great value to provide advertisers interested in reaching an Internet
audience consisting of persons over the age of 50. We will attempt to locate
businesses to act as sponsor advertisers on our website.
We intend to translate our activities into revenues by selling advertising space
on our website to advertisers interested in appealing to an over-50 age group.
Maturus.com, Inc. was incorporated under the laws of the State of Nevada on
November 29, 1999. Our offices are located at 211 E. Georgia Street, Suite 101,
Vancouver, BC, V6A.1Z6, Canada. The telephone number is (604) 688-2271.
THE OFFERING
Units 600,000 units (maximum offering)
300,000 Units (minimum offering)
Common Stock to be outstanding after this
Offering 6,200,000 shares (maximum offering)
5,900,000 shares (minimum offering)
Use of Proceeds
(maximum or minimum offering) Working capital and other general
corporate purposes
Each unit contains one share of common stock, one Class A redeemable purchase
warrant which entitles the holder to purchase one share of common stock at a
price of $1.00 per share, one Class B redeemable purchase warrant which entitles
the holder to purchase one share of common stock at a price of $2.00 per share
and one Class C redeemable purchase warrant which entitles the holder to
purchase one share of common stock at a price of $3.00 per share. Should the
Company have the option and exercise its right to redeem the warrants, you may
be forced to make an investment decision before you are ready. See "Description
of Securities" and "Risk Factors". The foregoing table does not include the
number of shares of common stock which are exercisable upon the exercise of the
warrants (an aggregate of 900,000 additional shares if the minimum amount of
units offered hereby are sold, and 1,800,000 additional shares if the maximum
amount is sold).
3
<PAGE>
We are offering the units directly to the public without using an underwriter.
The offering is made on a "best efforts all or none" basis with respect to the
first 300,000 units and on a "best efforts only" basis with respect to the
remaining 300,000 units. Investors must make full payment for their purchases by
check made payable to "Securities Transfer Corporation, as escrow agent for
Maturus.com, Inc.".
SUMMARY FINANCIAL DATA
You should read the following financial data in conjunction with "Management's
Discussion and Analysis of Financial Conditions and Results of Operations" and
the financial statements and notes to the financial statements found elsewhere
in this prospectus. We have derived the summary of operating data from inception
to June 30, 2000 and the summary of balance sheet as of June 30, 2001 from our
audited financial statements found elsewhere in this prospectus. The pro-forma
summary of balance sheet data takes into account the minimum 300,000 units
offered in this offering at an offering price of $.50 per unit, and the
application of the net proceeds that we will receive, less expenses of the
offering. To arrive at the net loss per share of common stock in the summary of
operating data, we used the weighted average of the shares outstanding during
the period from inception to June 30, 2000. To compute the book value per share
of common stock found in the summary of balance sheet data, we used 5,900,000
shares (increased by minimum offering amount of 300,000 shares) as the amount
outstanding.
From inception, November 29, 1999 through June 30, 2000, the Company has
operated in the development stage.
Summary of Operating Data:
--------------------------
Revenues -0-
Net Loss $ 76,255
Net Loss per share of common stock $(0.01)
June 30, 2000 Pro Forma
Summary of Balance Sheet Data: (audited) (Unaudited)
------------------------------ --------- -----------
Working Capital $ 75,708 $225,708
Property and Equipment $ 7,817 $ 7,817
Total Liabilities $ 4,278 $ 44,278
Deficit Accumulated During
Development Stage $(76,255) $(76,255)
Shareholders' Equity $ 83,525 $193,525
Shareholders' Equity Per Share of
common stock $0.02 $0.03
4
<PAGE>
RISK FACTORS
In addition to the other information specified in this Prospectus, the following
risk factors should be considered carefully in evaluating the Company and our
business before exercising any of the warrants. An exercise of the warrants is
speculative in nature and involves numerous risks. No exercise of the units
should be made by any person who cannot afford to lose the entire amount of such
investment.
THIS PROSPECTUS SPECIFIES FORWARD-LOOKING STAEMENTS THAT INVOLVE RISKS AND
UNCERTAINTIES. OUR ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THE RESULTS
DISCUSSED IN THE FORWARD-LOOKING STATEMENTS AS A REUSLT OF CERTAIN FACTORS,
INCLUDING THOSE SPECIFIFED IN THE FOLLOWING RISK FACTORS AND ELSEWHERE IN THIS
PROSPECTUS. PROSPECTIVE INVESTORS MUST BE PREPARED FOR THE POSSIBLE LOSS OF
THEIR ENTIRE INVESTMENTS IN THE COMPANY. THE ORDER IN WHICH THE FOLLOWING RISK
FACTORS ARE PRESENTED IS ARBITRARY, AND PROSPECTIVE INVESTORS SHOULD NOT
CONCLUDE, BECAUSE OF THE ORDER OF PRESENTATION OF THE FOLLOWING RISK FACTORS,
THAT ONE RISK FACTOR IS MORE SIGNIFICANT THAN THE OTHER RISK FACTORS.
Information specified in this Prospectus contains "forward looking statements"
which can be identified by the use of forward-looking terminology such as
"believes", "could", "possibly", "probably", "anticipates", "estimates",
"projects", "expects", "may", "will", or "should" or the negative thereof or
other variations thereon or comparable terminology. Such statements are subject
to certain risks, uncertainties and assumptions. No assurances can be given that
the future results anticipated by the forward looking statements will be
achieved. Factors that could cause actual results to differ materially from our
expectations include changes in general economic conditions, competition,
changes in technology and technical obsolescence. Other factors could also cause
actual results to vary materially from the future results covered in such
forward-looking statements.
WE HAVE LIMITED RESOURCES, HAVE SUSTAINED LOSSES SINCE OUR INCEPTION AND EXPECT
TO CONTINUE TO DO SO.
As of June 30, 2000, we had working capital of $75,708 and incurred losses
totaling approximately $76,255. We are dependent upon the proceeds of this
offering to implement our business plan. Since we are in the developmental stage
and have no share of the Internet market, we may incur losses for a long period
of time and may never have any revenues or profits.
5
<PAGE>
WE HAVE A SHORT OPERATING HISTORY UPON WHICH YOU CAN JUDGE OUR PROSPECTS.
We are a recently organized Company and have no significant operating history or
operating revenues. In order to be successful, we must attract a significant
number of users to the information and content delivered through our website and
generate significant advertising revenues.
Specifically, as an early stage entity in the rapidly evolving market for
Internet services, we will face numerous risks and uncertainties including our
ability to:
* anticipate and adapt to changing Internet technologies;
* attract a substantial number of Internet users to the content and
information delivered through our Web site;
* generate significant, or any, advertising revenues;
* develop an advertising sales force;
* implement sales and marketing initiatives;
* offer compelling content;
* attract, retain and motivate qualified personnel;
* respond and adjust to actions taken by competitors;
* build an operations and technical infrastructure to effectively manage
growth; and
* integrate new technologies and services.
We have a major task ahead of us and may not be successful in achieving our
goals.
SINCE WE ARE NEW AND SMALL, WE FACE SIGNIFICANT COMPETITION FROM ESTABLISHED
INTERNET AND TELEPHONE SERVICE PROVIDERS AND OTHERS.
The Internet industry is, and you can expect it to remain, highly competitive
for the following reasons, among others:
* there are no substantial barriers to entry into this arena;
* the number of businesses competing for users is significant;
* the spending of Internet advertisers and e-commerce marketers has
increased significantly; and
* industry consolidation is anticipated to continued at a rapid pace.
We expect that this increased competition will result in:
* less usage of our services;
* price reductions for advertising inventory; and
* reduced margins or loss of market share,
If any of these factors occur, they would obviously have a negative effect on
our business, results of operations and financial condition.
Our competitors include:
* Internet retrieval companies, such as Nexis
* search engines and other Internet "portal" companies such as Excite and
Yahoo;
* online content Web sites such as Cnet, ZDNet, and the American
Association of Retired Persons;
* online community Web sites such as ThirdAge, iVillage and About.com;
* publishers, distributors of television, radio and print such as CBS,
Disney, NBC and Time-Warner; and
* general purpose consumer online services such as America Online and
Microsoft Network.
6
<PAGE>
Many of our existing competitors, as well as a number of potential new
competitors, have longer operating histories, greater name recognition, larger
customer bases and significantly greater financial, technical and marketing
resources than we do. This may allow them to devote greater resources than we
can to the development and promotion of their services.
These competitors may also engage in more extensive research and development,
undertake more far-reaching marketing campaigns, adopt more aggressive pricing
policies and make more attractive offers to existing and potential employees,
distribution partners, and advertisers and e-commerce partners. Our competitors
may develop services that are equal or superior to Maturus.com, Inc. or that
achieve greater market acceptance than ours.
In addition, we will compete with television, radio, cable and print (i.e. the
traditional advertising media) for a share of advertisers' total advertising
budgets. Advertisers may perceive the Internet or our services to be a limited
or ineffective advertising medium, and they may be reluctant to devote a
significant portion of their advertising budgets to Internet advertising, in
general, or to advertise with us, in particular.
WE NEED TO GROW AND MANAGE OUR GROWTH TO BECOME PROFITABLE.
If we do not grow, we will probably not become profitable. However, if we grow,
develop and increase the size of our business, the demands on our operational
systems will also increase. We will be required to further develop our
operational and financial systems and managerial controls and procedures. We
will also then need to expand, train and manage a team of staff. We do not
currently have the resources for this type of expansion and may not be
successful in our expansion efforts. Accordingly, we will limit or even entirely
negate our chances to be profitable if we do not grow or if we cannot manage our
growth.
WE ARE UNDERSTAFFED AND WE MAY NOT BE ABLE TO ACCOMPLISH OUR GOALS UNLESS WE GET
ADDITIONAL HELP.
We are currently understaffed and have only two employees-our sole officers,
Wanda Currie and Trevor Newton. If we raise the money from the offering, our
plan is to retain the services of independent contractors and/or outside
consultants, and also to hire additional employees. We may not be able to
attract qualified individuals to join us. Because Mr. Newton will only work
part-time for us, Ms. Currie is our only full time employee. However, Mr.Newton
has assured us that he will give us enough of his time as he feels is necessary.
Obviously, as the only full-time employee, Ms. Currie may have so many
responsibilities that we could expect that her and our performance might suffer
and effect our chances of success.
7
<PAGE>
THERE ARE CONFLICTS BETWEEN OUR BUSINESS AND MR. NEWTON.
Since Mr. Newton is active in other businesses, he will not be able to devote
his full-time to our affairs. He plans to continue these activities, which may
cause conflicts of interest with our business in terms of time and business
opportunities. These conflicts may not be resolved in our favor. Our business
may be hurt if these conflicts are not resolved in our favor.
IF WE LOSE THE SERVICES OF MS. CURRIE AND MR. NEWTON OUR CHANCES OF SUCCESS WILL
BE DIMINISHED.
We are heavily dependent on the efforts of our limited staff, especially our
President, Treasurer and Secretary, Ms. Currie, and our Vice President Trevor
Newton. The loss of the services of any of these individuals would be
devastating to our plans and significantly diminish our chances of success.
Currently, we do not have any employment agreements with any of our officers and
other personnel and we do not have key man insurance coverage on Ms. Currie or
anyone else.
IF THE GROWTH OF THE INTERNET SLOWS DOWN, WE WILL NOT BE ABLE TO CARRY OUT OUR
BUSINESS PLAN AS WE CURRENTLY PROJECT.
Our future success is substantially dependent on the continued growth in the use
of the Internet. The Internet is relatively new and is rapidly changing. Our
business would be adversely affected if Internet usage does not continue to
grow. This usage may be inhibited for a number of reasons, such as the Internet
infrastructure not being able to support the demands placed on it, or its
performance and reliability may decline as usage grows. Similarly, an adverse
affect may be caused by privacy concerns, or by security and authentication
concerns with respect to transmission over the Internet of confidential
information, such as credit card numbers, and attempts by unauthorized computer
users to penetrate online security systems.
If the Internet industry slows down, we will experience a lower than expected
number of Internet users for our services. This slow down would in turn decrease
the attractiveness of our direct marketing of products to potential advertisers
and result in a reduction in revenues derived from advertising. In addition, an
Internet industry slow down would result in a reduction in the number of small
businesses requiring Internet services and therefore reduce the revenues we
receive through providing Internet services to small businesses.
IN ORDER TO KEEP UP WITH TECHNOLOGICAL ADVANCES, WE MAY HAVE TO INCUR ADDITIONAL
COSTS TO MODIFY SERVICES OR INFRASTRUCTURE.
Our market is characterized by rapidly changing technologies, evolving industry
standards, frequent new service introductions and changing customer demands. To
be successful, we must adapt to a rapidly evolving market by continually
enhancing our infrastructure, content, information and services to fulfill our
users' needs. We could incur additional costs if it becomes necessary to modify
services or infrastructure in order to adapt to these or other changes affecting
providers of Internet services. Our business, results of operations and
financial condition could be materially adversely affected if we incur
significant costs to adapt, or if we cannot adapt, to these changes.
8
<PAGE>
BECAUSE THE INTERNET IS RELATIVELY NEW AND IS NOT ESTABLISHED AS AN ADVERTISING
MEDIUM, ACTUAL ADVERTISING REVENUES MAY BE LOWER THAN OUR PROJECTIONS INDICATE.
In the future, we expect to generate our revenues from Internet advertising. The
Internet advertising market is new and rapidly changing. We are not able to
gauge our effectiveness as compared to traditional advertising media. Most of
our potential advertising and partners have little or no experience using the
Internet for advertising purposes and they have allocated only a limited portion
of their advertising budgets to Internet advertising. The adoption of Internet
advertising, particularly by those entities that have historically relied upon
traditional media for advertising, requires the acceptance of a new way of
conducting business, exchanging information and advertising products and
services.
Advertisers who have traditionally relied upon other advertising media may be
reluctant to advertise on the Internet. Such customers may find Internet
advertising to be less effective than traditional advertising media for
promoting their products and services. Widely accepted standards have not been
set by the industry to measure the effectiveness of Internet advertising or to
measure the demographics of our user base. If such standards do not develop,
advertisers may not choose to advertise on the Internet. Furthermore,
advertisers may choose not to advertise with us or only be willing to pay less
for our advertising if they do not perceive our audience to be valuable. This
choice by advertisers could have a material adverse effect on our business,
results of operations, and financial condition. In addition, standards for
advertising rates on the Internet have not been determined. It is difficult to
predict which, if any, pricing models for Internet advertising will emerge.
Accordingly, it is difficult for us to project future advertising rates and
revenues, if any.
Finally, "filter" software programs that limit or prevent advertising from being
delivered to an Internet user's computer are available. Widespread use of such
software could adversely effect the commercial viability of Internet
advertising.
THE IMPACT OF GOVERNMENTAL REGULATION MAY INCREASE OUR COSTS AND IMPEDE OUR
GROWTH.
There are an increasing number of laws and regulations pertaining to the
Internet. In addition, a number of legislative and regulatory proposals are
under consideration by federal, state, local and foreign governments and
agencies. Laws or regulations may be adopted with respect to:
* the Internet relating to liability for information retrieved from or
transmitted over the Internet;
* online content regulation;
* user privacy;
* taxation; and
* quality of products and services.
Moreover, the applicability to the Internet of existing laws governing issues
such as intellectual property ownership and infringement, copyright, trademark,
trade secret, obscenity, libel, employment and personal privacy is uncertain and
developing. Any new legislation or regulation, or the application or
interpretation of existing laws, may decrease the growth in the use of the
Internet, which could in turn decrease the demand for our services, increase our
cost of doing business or otherwise have a material adverse effect on our
business, results of operations and financial condition.
9
<PAGE>
WE MAY BE LIABLE FOR INFORMATION RETRIEVED FROM OUR WEBSITES AND THE INTERNET.
Users may access contents on our websites or the websites of our future
partners. Those contents may then be downloaded by users and transmitted to
others over the Internet. This users transmittal of contents found on our
websites could result in claims against us based upon a variety of theories,
including defamation, obscenity, negligence, copyright or trademark infringement
or other theories based upon the nature, publication and distribution of this
content. These types of claims have been brought, sometimes successfully,
against providers of Internet services in the past. We could also be exposed to
liability with respect to third party content that may be posted by users in
chat rooms or message boards. It is also possible that if any information,
including information deemed to constitute professional advice such as legal,
medical, financial, or investment advice, provided on Maturus.com contains
errors or false or misleading information, third parties could make claims
against us for losses incurred in reliance upon such information. In addition,
our website contains annotated links to other websites. As a result, we may be
subject to claims alleging that, by directly or indirectly providing links to
other websites, we are liable for copyright or trademark infringement or
wrongful actions of third parties through their respective websites. While we
will attempt to reduce our exposure to potential liability, the enforceability
and effectiveness of such measures are uncertain. Even to the extent that such
claims do not result in liability to us, we could incur significant costs in
investigating and defending against such claims. Potential liability for
information disseminated through us could lead us to implement measures to
reduce our exposure to such liability, which may require the expenditure of
substantial resources and limit the attractiveness of our service to users.
IF WE DO NOT DEVELOP AN EFFECTIVE SALES FORCE, WE MAY NOT GENERATE SIGNIFICANT
REVENUES OR BECOME PROFITABLE.
We currently have two employees and no sales team. In order to grow, we must
develop an internal advertising sales team. Our ability to do so successfully
involves a number of factors. They include:
* the competition in hiring and retaining advertising sales personnel,
* our ability to integrate and motivate advertising sales personnel and
* the length of time, it takes for new advertising sales personnel to become
effective.
Our failure to develop and maintain an effective advertising sales team would
certainly have a negative effect upon our business prospects.
OUR SERVICES ARE SUSCEPTIBLE TO DISRUPTIVE PROBLEMS, FAILURES AND DAMAGES TO OUR
SYSTEMS.
The technical performance of our network, software and hardware systems is
critical to our business and reputation, and to our ability to attract users,
and advertisers. Any network, software or hardware systems failure, including
computer viruses, electronic break-ins or other similar disruptions and failure,
that causes an interruption in our service or a decrease in our responsiveness
could result in reduced usage and reduced revenue. These failures could
negatively effect our reputation and operations. We must be able to accommodate
a high volume of traffic and may experience slower response times for a variety
of reasons. An increase in volume of users accessing Maturus.com could lead to
systems failures or slower response times and ultimately reduce advertising
revenues. Our users may become dissatisfied by any system failure that
interrupts our ability to provide services to them. In addition, our users will
depend on third parties such as Internet service providers, online service
providers, and other website operators for access to Maturus.com. Each of these
providers has experienced significant outages in the past, and could experience
outages, delays and other difficulties due to system failures unrelated to our
systems in the future. Moreover, the Internet infrastructure, in general, may
not be able to support continued growth in its use. These are factors, events
and occurrences over which we have no control. Yet, they can have a negative
impact on our business.
10
<PAGE>
ANY REVENUES RECEIVED IN CANADIAN DOLLARS WOULD DECREASE IN VALUE BECAUSE OF THE
UNFAVORABLE CURRENCY EXCHANGE RATE.
Although we are a Nevada corporation, our operations are located in Canada.
Accordingly, most of our revenues may be in Canadian dollars. In recent years,
the currency exchange rate of the Canadian dollar into the US dollar has
steadily dropped. This trend is likely to continue. The continued lowering of
the value of the Canadian dollar vis a vis the US dollar, may have a materially
adverse effect on our business, results of operations and financial condition.
SINCE NO ONE IS OBLIGATED TO PURCHASE THE UNITS, WE CANNOT BE CERTAIN THAT EVEN
THE MINIMUM OFFERING WILL BE SOLD.
No person or entity, including our officers and directors, has committed to
purchase any of the units. So there is no assurance that we will be successful
in selling the units. The offering period will terminate on ____________ unless
we extend it for an additional 90 days to ___________. We can terminate the
offering earlier if the 600,000 units are sold before the end of the offering
period, as extended, or if we decide to terminate it earlier, which we can do in
our sole and absolute discretion. We are making this offer on a "best efforts,
all or none" basis for the first 300,000 units and on a "best effort" basis only
for the remaining 300,000 units. Your money will be deposited in an escrow
account. If we do not sell at least 300,000 units by ____________or by the
extended date of _________, your moneys will be refunded without interest. In
that case, you may not have use of your money for up to 180 days. If we sell
only the minimum offering of 300,000 units, we will receive net proceeds of
approximately $110,000. If we receive only that amount, or insignificantly more,
it is likely that we will need further financing in the near future. We may not
be able to obtain this financing at reasonable terms or even at all.
EVEN IF THE OFFERING IS SUCCESSFUL, WE MAY NOT HAVE THE FINANCIAL RESOURCES
NECESSARY TO ACHIEVE OUR BUSINESS STRATEGY.
The offering is expected to net us approximately $260,000 for working capital
purposes, if the maximum offering of 600,000 units is achieved,. If we do not
complete the maximum offering, it is more likely that not that additional
funding will be required within 12 months to execute our business plan. Even if
we are successful in obtaining the maximum offering amount, there is no
guarantee that said amount will be sufficient for our operations. If additional
funds are raised by the issuance of our equity securities, or through the
exercise of warrants, then existing shareholders will experience dilution of
their ownership interest. If additional funds are raised by the issuance of debt
or other security instruments, we may be subjected to certain limitations on our
operations and issuance of such securities may have rights senior to those of
the then existing holders of common stock. If adequate funds are not available
or not available on acceptable terms, we may be unable to fund expansion,
develop our business operations or respond to competitive pressures.
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SINCE WE ARE ATTEMPTING TO SELL THE UNITS WITHOUT THE AID OF AN UNDERWRITER, OUR
CHANCES OF SUCCESS ARE REDUCED. IN ADDITION, NO UNDERWRITER OR ANY OTHER PART
HAS CONDUCTED ANY INDEPENDENT DUE DILIGENCE ON THE COMPANY.
We are not experienced in the business of selling securities. We may, therefore,
not be able to complete the minimum offering. In addition to providing selling
expertise, an underwriter is also required to conduct a "due diligence"
evaluation of any company whose securities it underwrites. In this situation,
there is no underwriter, and no one is providing due diligence evaluations on
your behalf.
MANAGEMENT AND THE PRINCIPAL SHAREHOLDERS HAVE COMPLETE CONTROL OVER OUR COMPANY
AND INVESTORS MAY NOT HAVE AN EFFECTIVE VOICE IN THE MANAGEMENT OF OUR COMPANY.
If we complete the minimum offering with sales exclusively to individuals other
than the current management team, our current management and principal
shareholders will own approximately 94.92% of the outstanding shares of our
common stock. Similarly, if we complete the maximum offering with sale
exclusively to individuals other than the current management team, they will own
approximately 90.32% of the outstanding shares of our common stock. Accordingly,
in either case, current management and shareholders will be able to control the
management policies and conduct of our business.
SHARES ELIGIBLE FOR SALE AFTER THE EXERCISE OF WARRANTS COULD NEGATIVELY AFFECT
OUR STOCK PRICES.
The prevailing market price of our common stock could be adversely affected upon
the exercise of the warrants for shares of common stock and subsequent sale of
those shares in the public market, or the perception that these sales may occur.
THE EXERCISE OF THE WARRANTS WILL RESULT IN IMMEDIATE DILUTION TO OUR EXISTING
SHAREHOLDERS.
The exercise of the warrants which are the subject of this prospectus will
result in immediate dilution to our current shareholders. See "Dilution."
YOU WILL SUFFER IMMEDIATE AND SUBSTANTIAL DILUTION.
The offering price per unit in this offering significantly exceeds the net
tangible book value per common share. Accordingly, investors purchasing the
units in this offering will suffer immediate and substantial dilution of their
investment.
SHARES ELIGIBLE FOR SALE AFTER THE EXERCISE OF WARRANTS COULD NEGATIVELY AFFECT
OUR STOCK PRICES.
The prevailing market price of our common stock could be adversely affected upon
the exercise of the warrants for shares of common stock and subsequent sale of
those shares in the public market, or the perception that these sales may occur.
THE EXERCISE OF THE WARRANTS WILL RESULT IN IMMEDIATE DILUTION TO OUR EXISTING
SHAREHOLDERS.
The exercise of the warrants which are the subject of this prospectus will
result in immediate dilution to our current shareholders. See "Dilution."
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SHARES ELIGIBLE FOR SALE AFTER THE OFFERING IS COMPLETED COULD NEGATIVELY AFFECT
OUR STOCK PRICES.
The prevailing market price of our common stock, if any, after we complete the
offering could be adversely affected by sales of common stock by the holders of
our common stock already outstanding, or the perception that these sales may
occur.
All of the 5,600,000 shares of our outstanding common stock are "restricted
securities", and, after being held for a period of one year, may be sold in
compliance with Rule 144 of the Securities Act. Rule 144 provides, in essence,
that a person, other than affiliates of the Company, after holding "restricted
securities" for a period of one (1) year, may sell an amount that does not
exceed:
* more than one percent of the Company's shares then outstanding within any
three month period (i.e. one percent would equal 56,000 shares as of the
date of this Prospectus, 59,000 shares immediately after the successful
completion of the minimum offering, and 62,000 shares immediately after
the successful completion of the maximum offering). (This one percent
calculation does not include any exercise of the redeemable purchase
warrants offered by us); or
* the average weekly trading volume during the four (4) weeks before any
sale under Rule 144.
Further, under Rule 144, the amount of "restricted securities" which a person,
who is not an affiliate of our Company, may sell is not limited when his or her
shares are held for over two (2) years.
If the sale of our shares under Rule 144 has a depressive effect upon the market
price of our securities, we could have difficulty in raising additional capital
through the issuance of more securities. Finally, the exercise of the warrants
may also have a depressive effect upon the market price of our common stock,
should one exist.
YOU MAY NOT BE ABLE TO SELL OUR SECURITIES UNLESS A PUBLIC MARKET DEVELOPS FOR
THEM.
Prior to this offering, there has been no public market for any of our
securities and we are not certain that an active trading market for the
securities offered will develop or be sustained after this offering. We
anticipate that, after we complete the offering, the units, common stock and
redeemable purchase warrants will be eligible for listing on the NASD
Over-the-Counter Electronic Bulletin Board. If for any reason, however, our
securities are not eligible for continued listing or a public trading market
does not develop, you may have difficulty selling your securities should you
desire to do so. If we are unable to satisfy the requirements for quotation on
the Bulletin Board, trading, if any, in our securities would be conducted in the
over-the-counter market in what are commonly referred to as "pink sheets". As a
result, you may find it more difficult to dispose of, or to obtain accurate
quotations as to the price of our securities.
WE DETERMINED OUR OWN UNIT PRICES AND THE EXERCISE PRICES FOR THE WARRANTS.
On our own, we determined the initial public offering price of the units, as
well as the exercise price of the warrants using a number of factors. We
considered our financial condition and prospects, market prices of similar
securities of comparable publicly traded companies, certain financial and
operating information of companies engaged in activities similar to ours and the
general conditions of the securities market. They are not predictive of the
market price for the units, common stock or the redeemable purchase warrants in
the trading market after this offering. You should be aware that the market
price of the securities may decline below the initial public offering price. The
stock market has experienced extreme price and volume fluctuations--especially
the securities of Internet related companies.
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OUR SECURITIES ARE REFERRED TO AS "PENNY STOCKS" WHICH ARE NOT PERCEIVED
FAVORABLY IN THE MARKET PLACE.
The SEC has adopted regulations which generally define a "penny stock" to be any
equity security that has a market price of less than $5.00 per share or an
exercise price of less than $5.00 per share, subject to certain exceptions. Our
securities are subject to rules that impose additional sales practice
requirements on broker-dealers who sell such securities to persons other than
established customers and accredited investors (generally those with a net worth
in excess of $1,000,000 or annual income exceeding $200,000, or $300,000
together with their spouse). For transactions covered by these rules, the
broker-dealer must:
* make a special suitability determination for the purchase of such
securities;
* have received the purchaser's written consent to the transaction prior to
the purchase;
* deliver to the purchaser, prior to the transaction, a disclosure schedule
relating to the penny stock market;
* disclose to the purchaser the commission payable to the broker-dealer and
the registered representative;
* provide the purchaser with current quotations for the securities;
* if the broker-dealer is the sole market maker, he must disclose that fact
to the purchaser and his presumed control over the market; and
* provide the purchaser with monthly statements disclosing recent price
information for the penny stock held in the account and information on the
limited market in penny stocks.
Consequently, the "penny stock" rules may restrict the ability of broker-dealers
to sell our securities in the secondary market, if one is formed.
OUR MANAGEMENT HAS BROAD DISCRETION OVER THE USE OF THE PROCEEDS RAISED IN THE
OFFERING.
We intend to use all of the net proceeds of the offering (either minimum or
maximum) for working capital and general corporate purposes. Accordingly, our
management will have broad discretion as to the application of such proceeds. In
this regard, a portion of the funds allocated to working capital will be
utilized to pay the salaries of our officers and you do not know if, when or how
often their salaries will be increased. We do not plan to enter into employment
contracts with our officers at this time. Accordingly, their salary increases,
if any, cannot be predicted.
YOU CANNOT EXERCISE THE WARRANTS IF WE DO NOT HAVE A CURRENT PROSPECTUS.
The warrants are exercisable only if a current prospectus is then in effect, and
only if such shares are qualified for sale under applicable state securities
laws of the states in which the redeemable purchase warrant holders reside. As
of the date of this prospectus, our units, common stock and warrants have been
qualified in the State of New York only. Accordingly, residents of only New York
(or non-U.S. residents) can currently exercise warrants.
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<PAGE>
WE MAY REDEEM THE WARRANTS AND THIS MAY DILUTE OUR EXISTING SHAREHOLDERS.
We may redeem the warrants at a price of $0.01 per warrant upon 30 days' prior
written notice to the holders thereof, if the average closing bid price of our
common stock for any 7 trading days during a 10 consecutive trading days period
is greater than 20% above the respective exercise price.
If we redeem the warrants, warrant holders will have thirty days during which
they may exercise their rights to purchase shares of common stock. In the event
a current prospectus is not available, the warrants may not be exercised and we
will not be precluded from redeeming the warrants. If holders of the warrants
elect not to exercise them upon notice of redemption thereof, and the warrants
are subsequently redeemed prior to exercise, the holders thereof would lose the
benefit of the difference between the market price of the underlying common
stock as of such date and the exercise price of such warrants, as well as any
possible future price appreciation in the common stock. As a result of an
exercise of the warrants, existing shareholders would be diluted and the market
price of the common stock may be adversely affected. If a warrant holder fails
to exercise his rights under the warrants prior to the date set for redemption,
then the warrant holder will be entitled to receive only the redemption price,
$0.01 per warrant.
OUR REDEMPTION OF THE WARRANTS MAY FORCE HOLDERS TO MAKE AN INVESTMENT DECISION
BEFORE THEY ARE READY.
Commencing on the closing date of this offering, the warrants are subject to
redemption. If we decide to redeem the warrants, holders will lose their rights
to purchase shares of common stock issuable upon exercise unless the warrants
are exercised before they are redeemed. Holders may be forced to make an
investment decision regarding their warrants before they are ready to do so if
we send a notice of redemption. Although it is not our intention to do so, we
can send the notice when our prospectus is not current. Holders would then not
be able to exercise the warrants even if they desired to do so. If we send a
notice of redemption and you decide to exercise your warrants with the intent of
immediately selling the purchased common stock, there is no assurance a market
will exist for you to sell your common stock. See "Risk Factors" - You may not
be able to sell our securities unless a public market develops for them."
THERE ARE NO FORESEEABLE DIVIDENDS.
We do not anticipate paying dividends on our common stock in the foreseeable
future; but, rather, we plan to retain earnings, if any, for the operation and
expansion of our business. Any payment of cash dividends in the future will be
at the discretion of our Board of Directors and will depend upon our earnings
levels, capital requirements, any restrictive loan covenants and other factors
that the Board considers relevant.
FEDERAL INCOME TAX CONSEQUENCES.
We have obtained no ruling from the Internal Revenue Service and no opinion of
counsel with respect to the federal income tax consequences of the purchase or
sale of units by the selling stockholders. Consequently, investors must evaluate
for themselves the income tax implications which attach to their purchase, and
any subsequent sale, of the units.
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CURRENT MARKET CONDITIONS SUGGEST THE PRICE OF OUR COMMON STOCK IS LIKELY TO BE
VOLATILE.
The market for securities of business-to-consumer Internet companies has been
especially volatile, particularly those technology companies reliant on Internet
advertising as their primary source of revenues. Thus, the market price of our
common stock is likely to be subject to fluctuations. IF we do not achieve our
operating objectives, the market price of our stock could decline. In addition,
if the market for business-to-consumer Internet stocks, technology stocks, or
the stock market in general experiences a loss in investor confidence the market
price of our common stock could fall for reasons unrelated to our business,
financial condition, or results of operations. The market price of our stock may
also decline in reaction to events that affect other companies in our industry,
such as are increasing number of business failures, even if these events do not
directly affect us.
USE OF PROCEEDS
After deduction of the estimated expenses of the issuance and distribution of
the securities we will receive net proceeds of $110,000 if we are successful in
completing the minimum offering, and $260,000 if we are successful in completing
the maximum offering. If we are successful in completing either the minimum or
maximum offering, we intend to use the net proceeds thereof for working capital
and other general corporate purposes, including advertising. We may also use a
portion of the proceeds for strategic alliances and acquisitions. We have not
yet determined the amount of net proceeds to be used specifically for each of
these purposes. Therefore, our management will have significant flexibility in
applying the net proceeds of either the minimum or maximum offering.
We anticipate applying the proceeds of this offering as soon as they are
available (i.e. completion of the minimum offering) and continuing over the
following 12 months. We believe that the proceeds of the maximum offering will
be sufficient to satisfy our requirements over this period without the necessity
of obtaining additional funds. However, we believe that if only the minimum
offering is completed, additional funds may be required which may not be
available to us, or, if available, not on reasonable terms. In addition, if we
experience a change in circumstances or business conditions we may need
additional financing even if the maximum offering is completed. Finally, any
proceeds which we receive from the exercise of the warrants will be applied to
working capital in the discretion of the Board of Directors.
DETERMINATION OF OFFERING PRICE
On our own, we have arbitrarily determined the exercise prices of the warrants
(and the public offering price of the units) based upon various considerations
including our financial condition and prospects, market prices of similar
securities of comparable publicly traded companies, certain financial and
operating information of companies engaged in activities similar to ours, the
general conditions of the securities market and the perceived reception of the
offering price and exercise prices by potential investors. The public offering
price and the exercise prices do not bear any relationship to assets, book value
or any other traditionally recognized indications of value. There is no public
market for any of our securities and we are not certain that an active trading
market for our securities will develop or be sustained. The factors we used in
pricing the units, common stock and warrants are not predictive of the market
price for the units, common stock or the warrants should one develop. You should
be aware that the market price of our common stock may decline below the
exercise prices of the warrants.
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CAPITALIZATION
We are currently authorized to issue 25,000,000 shares of common stock. As of
today, we have issued, 5,600,000 shares of common stock, for a total capital
contribution of $161,500. The following table shows the number of issued and
outstanding shares of common stock as of the date of this prospectus and which
will be outstanding in the event of the successful completion of both the
minimum and maximum offerings:
Current Shares Outstanding 5,600,000
Shares to be outstanding
in the event of the successful
completion of the minimum
offering- 5,900,000
Shares to be outstanding
in the event of the successful
completion of the maximum
offering 6,200,000
This table does not reflect the effect that the possible exercise of the
warrants will have. Each share of our common stock has equal, noncumulative
voting rights and participates equally in dividends, if any. The common stock
has no sinking fund provisions applicable to it. The shares are fully paid for
and nonassessable when issued. Except for the warrants offered herein, there are
no outstanding options, warrants, or rights to purchase any of the securities of
the Company and we do not plan to issue any such securities.
The following table sets forth our capitalization at June 30, 2000, on an actual
(audited) basis and on a pro forma basis (unaudited) after giving effect to the
minimum offering herein (assuming no exercise of the warrants). This table
should be read in conjunction with our financial statements and notes, as well
as "Summary Financial Data", appearing elsewhere in this Prospectus:
June 30, 2000
Actual Pro Forma
(audited) (unaudited)
--------------------------------------------------------------------------------
Debt:
Short-term debt $ 4,278 $ 44,278
Long-term debt $0 $0
Stockholders' Equity:
common stock $ 5,600 $ 5,900
Additional Paid-in Capital $155,900 $265,600
Deficit Accumulated During
Development Stage $(76,255) $(76,255)
Total Stockholders' Equity $ 83,525 $193,535
Total Capitalization $ 87,803 $237,803
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DILUTION
Our net tangible book value as of June 30, 2000 (based upon the 5,600,000 shares
outstanding) was approximately $0.015 per share of common stock. Net tangible
book value per share is equal to our total tangible assets less our total
liabilities, divided by the total number of outstanding shares of common stock
at June 30, 2000. If we assume the sale of the minimum number of units offered,
300,000, the pro forma net tangible book value per share as of June 30, 2000
would be approximately $0.033. This would result in an immediate dilution to new
shareholders (i.e. the difference between the purchase price of the units,
assuming no value assigned to the warrants, and the net tangible book value per
share after the minimum offering) of $0.467 per share, or approximately 93% of
the purchase price, and an increase in the net tangible book value to the
present shareholders, at no additional cost to them, of approximately $0.018 per
share.
Alternatively, if we assume the sale of the maximum number of units being
offered, 600,000, the pro forma net tangible book value per share as of June 30,
2000 would be approximately $0.055. This would result in an immediate dilution
to new shareholders of $0.445 per share, or approximately 90% of the purchase
price, and an increase in the net tangible book value to the present
shareholders, at no additional cost to them, of approximately $0.040 per share.
The following table illustrates this per share dilution under both the minimum
and maximum offerings, assuming receipt of the net proceeds of both and no value
being assigned to the warrants:
Minimum Maximum
Offering Offering
Public offering price per share $.50 $.50
Net tangible book value per
share as of June 30, 2000 $0.015 $0.033
Increase per share attributable
to new shareholders $0.018 $0.040
Pro forma net tangible book value
per share as of June 30, 2000
after offering $0.033 $0.055
Dilution per share to
new shareholders $0.467 $0.445
The following tables summarize, as of June 30, 2000, the number of our shares
previously purchased, the total consideration and the average price per share
paid by existing stockholders and to be paid by purchasers in the minimum and
maximum offering, assuming that no value is attributed to the warrants:
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Minimum Offering (300,000 Units)
% of Total
Avg.
Total % of Capital Effective Price
Shares Total Cash Cash Per
Purchased Shares Contrib. Contrib. Share
--------- ------ -------- -------- -----
New Share-
holders(l) 300,000 5.08% $150,000 48.15% $0.50
Old Share-
holders 5,600,000 94.92% $161,000 51.85% $0.03
--------- ------- -------- ------- -----
Total 5,900,000 100.00% $311,500 100.00% $0.05
========= ======= ======== ======= =====
Maximum Offering (600,000 Units)
New Share
holders 600,000 9.68% $300,000 65.01% $.50
Old Share
holders 5,600,000 90.32% $161,000 34.99% $0.03
--------- ------- -------- ------- -----
Total 6,200,000 100.00% $461,000 100.00% $0.67
========= ======= ======== ======= =====
PLAN OF DISTRIBUTION
We are offering, directly to the public, up to 600,000 units. The first 300,000
units are offered on a "best efforts all or none" basis. We are offering the
remaining 300,000 units on a Abest efforts only@ basis. There can be no
assurance that any of the units will be sold. If we sell less than 300,000 of
the offered units within the offering period (90 days from the effective date of
this prospectus, i.e. _________________, 2000) unless we extend it for an
additional 90 days to ______________, 2001, then the offering will be terminated
and the subscription payments, if collected, will be promptly refunded in full
to subscribers within 7 days of the termination without payment of interest or
deducting expenses, subject to the collection of funds. If we sell the minimum
number of units within the specified period, the offering will continue until
the earlier of:
* when we sell all 300,000 units or
* the expiration of the offering period and any extension, unless we
terminate the offering earlier.
All subscription payments must be sent to us along with a separate sheet
indicating the name, address and social security number of the subscriber(s),
and the number of shares for which subscription is being made. Payments must be
by check made payable to "Securities Transfer Corporation, as escrow agent for
Maturus.com, Inc.". We will then send the subscription payments, no later than
noon of the next business day following receipt, to an escrow account maintained
by Securities Transfer Corporation. Securities Transfer Corporation is only
acting as escrow, transfer and warrant agent in connection with this offering
and has made no investigation of us or this offering nor makes any
recommendation concerning this offering. The escrow agent will hold all
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subscriptions payments pending the sale of the minimum number of units within
the specified period. Subscription payments will only be withdrawn from the
escrow account for the purpose of paying us for the units sold, if we sell less
than 300,000 of the units, or for the purpose of refunding subscription payments
to subscribers. Subscribers will not earn interest on the funds held in escrow
and will not have use or right to return of such funds during the escrow period,
which may last as long as 180 days. If we sell the minimum number of units
within the escrow period, as extended, payments from subscribers will be
deposited into the escrow account for collection and all funds will be
periodically disbursed to us.
We have not engaged a market maker of securities and do not propose to engage
any entity to make a market in our securities following completion of the
offering. Although we anticipate being listed on the NASDAQ Over-The-Counter
Bulletin Board subsequent to the closing of the offering, we have not retained a
market maker who has agreed to engage in such activities. The development of a
trading market following the completion of this offering will be particularly
dependent on broker dealers initiating quotations in interdealer quotation
mediums, in maintaining trading positions and in otherwise engaging in market
making activities in our securities. Since we do not currently have any
arrangements for either a market maker or broker dealers, there is no assurance
that any trading market for our securities will develop following the offering.
DIRECTORS, EXECUTIVE OFFICERS,
PROMOTERS AND CONTROL PERSONS
Our Directors and Executive Officers
The following sets forth the names and ages of our directors and executive
officers.
Name Age Position
---- --- --------
Wanda Currie 49 President, Secretary, Treasurer, Chairman of the
Board of Directors, Chief Operating and Executive
Officer
Trevor Newton 31 Vice President and Director
Fred Coombes 46 Director
WANDA CURRIE, since our incorporation to the present has been our President,
Treasurer, and Secretary. Ms. Currie has been involved in the publishing
business for the past 20 years, and owns KW Publishing, publisher of the
Independent Times newspaper, a publication with an over-50 readership of over
100,000, and The Prospector Mining News.
TREVOR NEWTON, since our incorporation to the present has been our Vice
President and one of our directors. From June, 1993 through August 1994, Mr.
Newton was employed as a Statistical Analyst with the British Columbia Gas Co.
Thereafter, from August 1994 until December 1995, Mr. Newton taught Economics
and Statistics at the University College of Fraser Valley. From February 1996
until October 1996, Mr. Newton was a registered representative with Global
Resource Investment, a broker-dealer located in Southern California. From
October 1996 until September 1999, Mr. Newton co-founded and ran Stockscape.com,
a publicly traded company with a financial website. Mr. Newton is founder of
Stratabase.com, a publicly traded company trading on the OTC BB, where he has
served as president, CEO, and director since November of 1998.
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FRED COOMBES, since our inception to the present, has been one of our Directors.
Since 1987 to the present, Mr. Coombes has also acted as the President of Co-ab
Marketing, Ltd., an investor and corporate relations firm, and since October
1995 as Vice-President and Director of Yuma Copper Corp., a mineral exploration
firm. In addition, Mr. Coombes has been retained as an outside investor
relations consultant to the NBG Radio Network. Mr. Coombes is also Vice
President of Corporate Development for Stratabase.com.
Our Directors have been elected to serve until the next annual meeting of
stockholders and until their successor(s) have been elected and qualified, or
until death, resignation or removal.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table provides the names and addresses of (i) each person known to
us to beneficially own more than 5% of our outstanding shares of common stock;
(ii) each of our officers and directors; and (iii) all of our officers and
directors as a group. Except as otherwise indicated, all shares are owned
directly.
As of the date hereof, there are 5,600,000 shares outstanding. If we only sell
the minimum number of units in this offering, we will have 5,900,000 shares of
common stock outstanding, and if we sell the maximum number of units in this
offering, we will have 6,200,000 shares outstanding. The following table does
not take into account the exercise of the 1,800,000 warrants which are included
in the units.
% of Ownership
After an Offering
of
Name and % of Ownership
Address of No. of Prior to 300,000 600,000
Beneficial Owner Shares Offering Units Units
---------------- ------ -------- ----- -----
Wanda Currie 1,800,000 32.14% 30.51% 29.03%
c/o Maturus.com, Inc.
211 E. Georgia Street
Vancouver, BC
V6A 1Z6 Canada
Stratabase.com(1) 900,000 16.07% 15.25% 14.52%
34314 Marshall Road
Abbotsford, BC
V65 115 Canada
Trevor Newton 770,000 13.75% 13.05% 12.42%
34314 Marshall Road
Abbotsford, BC
V65 115 Canada
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% of Ownership
After an Offering
of
Name and % of Ownership
Address of No. of Prior to 300,000 600,000
Beneficial Owner Shares Offering Units Units
---------------- ------ -------- ----- -----
Mary Martin(2) 670,000 11.96% 11.36% 10.81%
248 West Park Avenue
Long Beach, NY 11561
Fred Coombes 460,000 8.21% 7.80% 7.42%
34134 Marshall Road
Abbotsford, BC
V65 115 Canada
New Horizons LP(2) 1,000,000 17.86% 16.95% 16.13%
248 West Park Avenue
Long Beach, NY 11561
All directors and
executive officers
as a group
(3 persons) 3,030,000 54.11% 51.36% 48.87%
(1) Trevor Newton is the largest shareholder of Stratabase.com, and is also its
President and CEO and is a director. Fred Coombes is Vice President of
Stratabase.com and is a director. New Horizons LP is a major shareholder and
insider of Stratabase.com, as is Mary Martin.
(2) The general partner and a minority limited partner in New Horizons LP, is
Ms. Martin's husband, Joe MacDonald. Ms. Martin disclaims beneficial ownership
of the shares held by New Horizons LP.
(3) These shares are attributed to Ms. Currie and Messrs. Newton and Coombes.
The persons or entities named in this table, based upon the information they
have provided to us, have sole voting and investment power with respect to all
shares of common stock beneficially owned by them. The shares beneficially owned
and percentage of ownership are based on the total shares outstanding before
this offering and the total shares to be outstanding after both the minimum and
maximum offerings assuming no exercise of any of the warrants contained in the
units.
Even if all the units being offered by this Prospectus are sold, the founders
and officers and directors will control the voting policies of the Company.
DESCRIPTION OF SECURITIES
THE UNITS
We are offering a minimum of 300,000 units and a maximum of 600,000 units
directly to the public under this Prospectus. Each unit consists of one share of
common stock, $.001 par value, one Class A redeemable purchase warrant to
purchase one share of common stock at $1.00, one Class B redeemable purchase
warrant to purchase one share of common stock at $2.00 and one Class C
redeemable purchase warrant to purchase one share of common stock at $3.00. The
warrants will be immediately detachable and transferable if we successfully
complete the minimum offering.
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COMMON STOCK
We have 25,000,000 shares of common stock, $.001 par value, authorized, of which
19,400,000 are available for issuance. We have reserved 1,800,000 shares of
common stock for issuance upon exercise of the warrants. After payment of the
shares being sold under this offering, our shares of common stock are not
subject to further assessment or call. If there are differences between the
following summary description of our common stock and our amended certificate of
incorporation and by-laws, the information contained in our amended certificate
of incorporation and by-laws is controlling.
Our shareholders do not have cumulative voting rights in electing board members.
So minority shareholders may not have any representation. Holders of common
stock:
* have equal rights to dividends from funds legally available for that
purpose, when and if declared by our board of directors;
* are entitled to share ratably in all of our assets available for
distribution to holders of common stock upon liquidation, dissolution or
winding up of our affairs; and
* do not have preemptive rights, conversion rights, or redemption of
sinking funds rights.
We have never declared or paid any dividends on our common stock nor do we
anticipate paying any in the foreseeable future. Furthermore, we expect to
retain any future earnings to finance our operations and expansion. The payment
of cash dividends in the future will be at the discretion of our Board and will
depend upon our earnings levels, capital requirements, any restrictive loan
covenants and other factors the Board considers relevant.
THE REDEEMABLE PURCHASE WARRANTS
There are no Class A, Class B and Class C warrants presently outstanding. After
issued in this offering, the warrants will be exercisable at:
* a price of $1.00 per share of common stock for Class A for 6 months from
the closing date of this offering,
* a price of $2.00 per share of common stock for Class B for 12 months
from the closing date of this offering and
* a price of $3.00 per share of common stock for Class C for 18 months
from the closing date of this offering.
We may extend each warrant exercise period at any time, and/or reduce the
exercise price(s) by up to 50%. If the exercise period is extended, you will be
given a written notice 30 days before the beginning of the extension period. One
warrant entitles the holder to purchase one share of common stock. The following
discussion of the warrants may not be complete. You should read the warrant
agreement for a complete discussion. The essential provisions of the warrants
are as follows:
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* The warrants, which will be issued under the warrant agreement between
us and our warrant agent, Securities Transfer Corp., will be in
registered form. After successful completion of the minimum offering,
the warrants may be sold, assigned or conveyed separately and apart from
the common stock included in the units.
* Upon the successful completion of the offering and during the remainder
of the term of the warrants, we may, at our option and on 30 days' prior
written notice mailed to the warrant holders, call and/or redeem the
warrants, in whole or in part, at a price of $0.01 per A, B or C warrant
if the average closing bid price or average closing price of the common
stock for any seven trading days during a 10 consecutive trading day
period is greater than 20% above the respective exercise price.
* The holders of the warrants are protected against dilution of their
interests represented by the number of shares of common stock underlying
the warrants upon the occurrence of certain events, including stock
dividends, splits, mergers, reclassifications, and if we sell shares of
common stock below the then book value, other than sale to employee
benefit and stock option plans.
* The holders of the warrants have no right to vote on matters submitted
to our shareholders and have no right to receive dividends. The holders
of the warrants are not entitled to share in our assets in the event of
liquidation, dissolution, or the winding up of our affairs.
* We do not have an exemption from registration with the SEC for the
issuance of the common stock upon the exercise of the warrants. So, in
order for the holder to exercise the warrant, we are required to have a
current, effective registration statement on file with the SEC and have
satisfied the "Blue Sky" registration requirements of the applicable
regulatory authority of the state in which the holder of a warrant
resides.
We are required to file post-effective amendments to our registration statement
when subsequent events require such amendments in order to continue the
registration of the shares of common stock underlying the warrants. Although it
is our intention to both maintain a current prospectus and meet the requirements
of the regulatory authorities of only the State of New York during the term of
the warrants, there can be no assurance that the Company will be in a position
to keep its registration statement current and effective or to meet the
requirements of any state regulatory authority. It is not our intention to call
and/or redeem the outstanding warrants, if our prospectus is not current or if
we are not in compliance with the requirements of the State of New York
regulatory authorities.
AFTER OUR OFFERING IS SUCCESSFULLY COMPLETED
Before this offering, there has been no public market for our units, shares of
common stock and Class A, Class B and Class C warrants. We cannot assure you
that a public trading market for any of our securities will ever develop or, if
one develops, that it will be maintained.
If we complete our minimum offering, but before the exercise of any of the
warrants, we will have outstanding 5,900,000 shares of common stock. Similarly,
if our maximum offering is completed, we will have 6,200,000 shares of common
stock outstanding. Of the shares outstanding, if our minimum offering is
completed, 300,000 shares (and if the maximum offering is completed, 600,000
shares) will be freely tradeable without restriction under the Securities Act,
if those shares are not later acquired by our "affiliates" (i.e., a person is an
affiliate if he or she directly, or indirectly through one or more
intermediaries controls or is controlled by us, or is under common control with
us).
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All of the 5,600,000 shares of common stock presently outstanding are
"restricted securities" as that term is defined in Rule 144 of the Securities
Act. In general, under Rule 144, a person (or persons whose shares must be
aggregated) who has satisfied a one- year holding period may, under certain
circumstances, publicly sell within any three (3) month period, a number of
shares which does not exceed the greater of one percent (1%) of the then
outstanding shares of our common stock or the average weekly trading volume of
our common stock during the four calendar weeks before such sale.
Rule 144 also permits, under certain circumstances, the sale of shares of common
stock by a person without any quantity limitation. Future sales under Rule 144
or even the perception of such sales, may have a depressive effect on the market
price of our common stock, should a public market develop for our shares. None
of our current shareholders have already satisfied the one-year holding period.
We are unable to predict the effect that sales, or even the threat of sales
under Rule 144 or otherwise, may have on the then prevailing market price of our
shares of common stock.
OUR TRANSFER AND WARRANT AGENT
We have appointed Securities Transfer Corp., with offices at 2591 Dallas
Parkway, Suite 102, Frisco, TX 75034, (469) 633-0101, as transfer agent for our
shares of common stock and warrant. The transfer agent will be responsible for
all record-keeping and administrative functions in connection with the warrants.
A copy of the executed escrow agreement, and the executed warrant agreement with
exhibits attached are filed as exhibits to our registration statement on file
with the SEC.
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Our directors and officers are indemnified as provided in the Nevada Revised
Statutes and our By-laws. Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to our directors, officers and
controlling persons, we have been advised that in the opinion of the U.S.
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act, and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities, other than the
payment by us of expenses incurred or paid by one of our directors, officers, or
controlling persons in the successful defense of any action, suit or proceeding,
is asserted by one of our directors, officers, or controlling persons in
connection with the securities being registered, we will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification is
against public policy as expressed in the Securities Act, and we will be
governed by the final adjudication of such issue.
DESCRIPTION OF OUR BUSINESS
Incorporated on November 29, 1999, we are a development stage corporation. Our
objective is to become one of the Internet's leading providers of information to
people over the age of 50. The key element of our revenue strategy is to provide
advertising opportunities to corporate advertisers interested in appealing to
the over 50 age group on the Internet. In order to attract people over the age
of 50 to our Maturus.com website, we will offer free articles and information
which we think will be of interest to Internet users over the age of 50. The
free information and articles will be supplied by writers working as contractors
for us.
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The users receiving the free information on our website will be shown online
advertisements presented by our advertisers. If the users are interested in the
advertisements presented to them, they will be asked to respond to the
advertisers via the Internet. Our primary source of revenues will be the
advertising fees charged to advertisers for providing these advertising
services.
For the period from November 29, 1999 through the present, our activities
related primarily to the recruitment of independent contractors and suppliers,
and the establishment of our organizational and technical infrastructure. As our
business develops, we expect revenues to come from advertising sales.
INDUSTRY OVERVIEW.
The Internet is a rapidly growing global computer network for collecting and
exchanging information, communicating, and conducting business. The growth of
this computer network is driven by inexpensive web access, inexpensive website
production costs, and businesses wishing to capitalize on the potential revenues
which may result from effective advertising.
The Internet allows advertisers to target specific audiences, based on their
personal information and interests. The effectiveness of Internet advertising
efforts can be monitored by the number of times an ad is viewed and counting the
number of people who respond to the ad. We believe that Internet advertising
will become more effective as more personal information about Internet users is
gathered. By providing access to a group of Internet users over the age of 50,
we will be providing advertisers with access to a very targeted audience.
According to statistics compiled by the American Internet User Survey for Second
Quarter 1999, the fastest growing demographical group of Internet users is the
"over 50 years old." The survey also cited the following statistics that support
our business plan:
* 22% of all people with Internet access are over the age of 50.
* 76% of Internet users over the age of 50 surf the world wide web on a
daily basis.
* 20% of all products purchased in the first six months of 1999 were
purchased by Internet users over the age of 50.
* 64% of Internet users over the age of 50 click on banner
advertisements.
INTERNET USERS DEMAND QUALITY INFORMATION AND SERVICE.
A vast amount of information is being added to the Internet every day and the
quality of this information is often low. We believe that high quality
information will have a highly perceived value to our audience which is made up
of Internet users over the age of 50. By providing articles and information free
of charge, we believe our Internet users will have an incentive to access it,
and come back repeatedly as the articles and information are updated.
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WE ARE TAKING THE FOLLOWING SPECIFIC ACTIONS NECESSARY TO ACHIEVE OUR BUSINESS
GOALS.
Our objective is to become one of the Internet's leading providers of
information to the over 50 age group. We believe we can develop a large audience
of Internet users over the age of 50 who are regularly accessing our website.
* In the fourth quarter of 2000, we intend to contract additional writers
to provide more articles and information for presentation on our
website. It is our expectation that by providing more free information
and keeping the quality high, we can attract an even larger audience of
Internet users over the age of 50. We intend to market and advertise
the website heavily during the fourth quarter of 2000 through both
online and offline advertising programs. We believe this website will
have thousands of registered users during the next year.
* Offline advertising will include radio, magazine, and newspaper
advertisements. We intend to advertise in the "Independent Times"
newspaper, a publication with an over-50 readership in excess of
100,000 and published by KW Publishing, a Company owned by our
President.
* Online advertisements will be provided through Stratabase.com, a
publicly traded Company in which our Vice President is the majority
shareholder.
* In the fourth quarter of 2000 we intend to increase our sales efforts
by hiring salespeople to sell advertising space on our website to
corporations interested in appealing to the over 50 age group.
We believe that our audience of Internet users over the age of 50 will be a
valuable advertising product to offer advertisers.
WHEN WILL OUR DEVELOPMENT STAGE BE COMPLETED?
We believe that by the end of first quarter 2001, we will have developed an
audience of thousands of Internet users over the age of 50 who are regularly
coming to our website. We will then have a product of high perceived value to
advertisers interested in appealing to this age group. We believe we can sell
advertising programs to advertisers who are interested in reaching the Internet
users coming to our website.
USERS SEEK WELL ORGANIZED WEBSITES.
We believe that Internet users over the age of 50 seek well organized websites
which provide information specific to their needs and interests. We believe
that, when structured around information and articles which appeal to the over
50 age group, a significant core of frequent users can result. Our management
feels that Internet users over the age of 50 are seeking:
* indexing that enables users to efficiently locate quality and relevant
website information relating to the over 50 age group
* articles and information developed by knowledgeable writers
In addition, we believe that Internet advertisers are seeking highly targeted
audiences such as the over 50 age group with interest in purchasing goods and
services online.
OUR OBJECTIVE AND STRATEGY
Our objective is to become one of the Internet's leading providers of
information to the over 50 age group. In this regard, we plan to provide an
engaging experience for people over the age of 50 who use our websites.
Additionally, we will attempt to provide effective advertising solutions for our
advertisers by increasing the size of our over-50 audience. The key elements of
our strategy are:
* Build our audience of Internet users of the age of 50 who are regularly
visiting our website.
* Sell advertising space on our website to corporate advertisers
interested in reaching the over 50 age group.
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We believe that by presenting information resources of interest to the over 50
age group over the Internet, we will attract a very narrowly defined audience of
users, which is the most effective way of generating advertising opportunities
for advertisers interested in reaching this age group.
DEALING WITH INTERNET REGULATIONS.
Several federal and state statutes prohibit the transmission of certain types of
indecent, obscene or offensive content over the Internet to certain persons. In
addition, pending legislation seeks to ban Internet gambling and federal and
state officials have taken action against businesses that operate Internet
gambling activities. An overly broad interpretation and enforcement of these
statutes and initiatives, may result in limitations on the type of content and
advertisements available on Maturus.com. Present or future legislation
regulating online content could dampen the growth in the use of the Internet
generally and decrease the acceptance of the Internet as an advertising and
e-commerce medium. This could have a material adverse effect on our business,
results of operations and financial condition.
We have no intention of running pornography or gambling sites. The relevance of
this disclosure is that we run computer servers which Internet users can use to
conduct realtime chat or to post messages in order to communicate with each
other. On occasion, Internet users have been known to abuse these services and
post messages of an adult or obscene nature. These users could leave us in a
potentially damaging position because the objectionable content would be
physically residing on our computer servers, and if the content were of a
regulated nature, we could be deemed responsible. While we intend to do
everything that we reasonably can to ensure such an event does not transpire,
this is a possibility you should be aware of.
MATURUS.COM, INC. WILL MEET THE COMPETITION.
During the last four years, the amount of advertising dollars spent by Internet
companies to attract new clients and users has increased significantly. This
increase is due to the rising number of businesses competing for users, and the
demand created by Internet advertisers and e-commerce marketers attempting to
reach those users. We expect that the competition to attract new clients and
users will continue to increase because there are no substantial barriers to
entry into the market.
Recent market conditions suggests a perceived emphasis on earnings causing many
Internet companies to reduce advertising and other operating expenses, however,
we believe Internet advertisers will continue to contract with websites that are
effectively able to communication with the advertisers targeted audience.
We intend to meet the competition and provide a more attractive website for
advertising by focusing on the following factors:
* the quality of information (content) displayed at our website,
* the ease of the use of the website we develop as compared to those of
our competitors,
* sales and marketing efforts specific to our target audience.
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MS. CURRIE WILL DEVOTE HER FULL TIME TO OUR BUSINESS.
As of the date of the prospectus, we have two employees --Ms. Currie, President,
Secretary, Treasurer and Mr. Newton, Vice President and Director. Only Ms.
Currie is devoting her full-time efforts to the Company. Neither has an
employment agreement with the Company.
Currently, the Company retains the services, on an as needed basis, of
independent contractors and/or outside consultants. If at least the minimum
offering is successfully completed, we intend to continue to retain independent
contractors and/or outside consultants as service providers for the foreseeable
future. We will also retain additional full-time employees when considered
cost-effective to do so.
Ms. Currie oversees the information and marketing sides of the business, and the
tasks themselves are generally carried out by independent contractors and
outside consultants as much as possible. However, we understand that in some
instances it will be more cost-effective to hire full-time employees should
suitable candidates be found. We will hire full-time employees when appropriate.
In all instances, Ms. Currie will continue to oversee any and all of our
contractors, consultants, and employees. Additionally, she will oversee all
aspects of operations.
DESCRIPTION OF PROPERTY
We do not currently own any real property. Currently we conduct our operations
in 500 square feet of office space provided by Ms. Currie at 211 E. Georgia,
Suite 101, Vancouver, BC. Ms. Currie does not charge rent for this space and has
no present intention of charging us any rent. However, it is anticipated that
after the close of the offering we will look for larger office space.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following discussion and analysis should be read in conjunction with the
financial statements and notes thereto appearing elsewhere in this prospectus.
This discussion contains forward-looking statements that involve risks and
uncertainties.
Certain statements contained in this report, including statements regarding the
anticipated development and expansion of our business, the intent, belief or
current expectations of the Company, its directors or its officers, primarily
with respect to our future operating performance and the products we expect to
offer and other statements contained herein regarding matters that are not
historical facts, are "forward-looking" statements within the meaning of the
Private Securities Litigation Reform Act (the "Reform Act"). Future filings with
the SEC, future press releases and future oral or written statements made by or
with the approval of the Company, which are not statements of historical fact,
may contain forward-looking statements under the Reform Act. Because such
statements include risks and uncertainties, actual results may differ materially
from those expressed or implied by such forward-looking statements. Factors that
could cause actual results to differ materially from those expressed or implied
by such forward-looking statements follow.
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All forward-looking statements speak only as of the date on which they are made.
We undertake no obligation to update such statements to reflect events that
occur or circumstances that exist after the date on which they are made.
OPERATIONS
We are in the development stage and have not generated revenues from our
inception to June 30, 2000 having incurred primarily only start-up and
organizational expenses. Accordingly, our financial results, from inception to
June 30, 2000, are not meaningful as an indication of future operations.
We are presently engaged in the development of a Web site containing free
articles and information of interest to Internet users over the age of 50. As we
grow our audience of Internet users over the age of 50 who are coming to our
website, we will sell advertising space to advertisers interested in reaching
the over 50 age group.
* The articles and information we intend to provide will be written by
outside contractors and fulltime employees.
* The proceeds of the advertising campaigns we carry out for advertisers
will help cover the costs of operations which include the fees of the
outside contractors and writers.
For the period from our incorporation on November 29, 1999 through June 30,
2000, our activities related primarily to the recruitment of independent
contractors and suppliers, and the establishment of our organizational and
technical infrastructure. As our business develops, we anticipate that revenues
will be derived from the sale of advertising opportunities on our website.
The expected significant costs related to our operation will be the purchase of:
* hardware;
* software;
* human resource costs; and
* advertising and marketing costs.
OUR LIQUIDITY AND CAPITAL RESOURCES
From inception through June 30, 2000, we received $161,500 in net proceeds from
New Horizons LP and our founders. As of June 30, 2000, we had $73,836 in cash
and cash equivalents. To date, we show negative cash flows. We expect losses
from operations and negative cash flow to continue for the foreseeable future.
If our revenues, and our spending levels are not adjusted accordingly, we may
not generate sufficient revenues to achieve profitability. Even if we achieve
profitability, we may not sustain or increase such profitability on a quarterly
or annual basis in the future. We currently anticipate the net proceeds from the
maximum offering, together with available funds, will be sufficient to meet our
anticipated needs for at least 12 months. We may need to raise additional funds
in the future in order to fund more rapid expansion, to develop new or enhanced
services, to respond to competitive pressures or to acquire complementary
businesses, technologies or services. The need to raise additional funds may
arise especially if we only complete the minimum offering or if significantly
less than the maximum offering is completed. We cannot be certain that any
required additional financing will be available on terms favorable to us. If
additional funds are raised by the issuance of our equity securities, such as
through the exercise of the redeemable warrants, then existing stockholders may
experience dilution of their ownership interest and such securities may have
rights senior to those of the then existing holders of common stock. If
additional funds are raised by our issuance of debt instruments, we may be
subject to certain limitations on our operations. If adequate funds are not
available or not available on acceptable terms, we may be unable to fund our
expansion, take advantage of acquisition opportunities, develop or enhance
services or respond to competitive pressures.
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LEGAL PROCEEDINGS
We are not involved in any pending litigation, nor are we aware of any pending
or contemplated proceedings against us. We know of no legal proceedings pending
or threatened, or judgments entered against any of our directors or officers in
his capacity as such.
EXECUTIVE COMPENSATION
The following table sets forth information with respect to compensation we paid
for the period ended December 31, 1999 for services of the executive officers.
We have not paid any executive officer in excess of $100,000 (including salaries
and benefits) during the period ending December 31, 1999, nor do we expect to
pay compensation to any person in excess of $100,000 for the twelve months
ending December 31, 2000. A portion of the net proceeds of the offering herein
will be used to pay a portion of officers' salaries.
Summary of Annual Compensation
------------------------------
Name and
Principal Position Year Salary
Wanda Currie, Chairman of
the Board, President, Secretary,
Treasurer and Chief Operating and
Executive Officer 1999 $0
Trevor Newton
Vice President and Director 1999 $0
Upon the successful completion of the minimum offering, we will pay salaries to
Ms. Currie and Mr. Newton at an annual rate of $24,000 and $12,000,
respectively. From January 1, 2000, Ms. Currie has been paid a salary of $2,000
Canadian dollars per month. Mr. Newton has not been paid any compensation in
1999 or 2000, nor has he accrued any compensation until after the close of this
offering. We intend to pay salaries from the net proceeds of the offering
allocated to working capital and revenues from operations.
Ms. Currie and Mr. Newton, as founders of Maturus.com, Inc. were issued
1,800,000 and 770,000 shares of the common stock, respectively, for nominal
consideration (i.e $.0025 per share). We have not, nor do we intend to, in the
foreseeable future, enter into any employment agreements with executive
officers. We have no other compensation plans for our executive officers.
However, we plan to institute an executive stock option plan in the future, the
terms of which have not been determined or agreed upon. In addition, in the
future, we may consider an executive bonus plan.
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We do not currently have any outstanding options or SARs.
WE DO NOT COMPENSATE DIRECTORS.
We do not pay our directors any remuneration for their service. However, they
are reimbursed for their out-of-pocket expenses associated with meetings of the
Board of Directors. Mr. Fred Coombes, a Maturus.com, Inc. director, was issued
460,000 shares of the common stock, for nominal consideration (i.e., $.0025 per
share).
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
To facilitate a public offering of our securities, we authorized an amendment to
our certificate of incorporation to effect certain changes, which were:
* a change in the par value of the common stock to $.001 par value; and
* an increase in the number of shares of common stock authorized to
25,000,000 shares.
Unless stated otherwise, all stock transactions in this prospectus are stated as
if these changes had already occurred.
At the end of November 1999, we issued shares of common stock, at $.001 par
value, to our founders as follow:
* 1,800,000 to Wanda Currie;
* 770,000 to Trevor Newton;
* 670,000 to Mary Martin;
* 900,000 to Stratabase.com; and
* 460,000 Fred Coombes.
In each case, the consideration was nominal, i.e. $.0025 per share. Wanda Currie
and Trevor Newton are our sole executive officers as well as directors of
Maturus.com, Inc. and Mr. Coombes is a member of the Board of Directors. See
"Directors, Executive Officers, Promoters and Control Persons". Trevor Newton is
the largest shareholder of Stratabase.com, which is a publicly traded company,
of which Mary Martin, New Horizons LP, and Fred Coombes are major shareholders.
Stratabase.com currently holds 15.25% of our outstanding stock. As of June 30,
2000, Stratabase has provided website design and maintenance services for us in
the amounts of approximately $16,770 and $27,680 for the six months ended June
30, 2000 and for the period from inception to December 31, 1999, respectively.
In December, 1999, we sold 1,000,000 shares of our common stock, at a price of
$.15 per share, to an affiliated investor for a total of $150,000 in a private
transaction. To date, $85,000 of the proceeds have been utilized for hardware,
software, programming and computing fees, content acquisition, general
operations, salaries, and costs associated with this offering. The balance was
retained for operating funds. The investor, New Horizons LP, is affiliated with
one of our founders, Ms. Mary Martin in that its general partner and a minority
limited partner is Ms. Martin's husband, Joe MacDonald.
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We have not adopted any provisions, resolutions or bylaws regarding related
party transactions nor do we intend to do so in the future.
In connection with each of these stock issuances, we relied upon the exemption
from registration provided under Section 4(2) of the Securities Act.
FINANCIAL STATEMENTS
Page
Independent Auditor's Report
Dated August 31, 2000 F-1
Balance Sheets as of June 30, 2000 and December 31, 1999 F-2
Statements of Operations and Comprehensive Loss for the six
Months ended June 30, 2000, the period from inception
(November 29, 1999) to December 31 1999, and the period from
inception (November 29, 100 to June 30, 2000 F-3
Statements of Changes in Shareholders' Equity for the period
from inception (November 29, 1999) to June 30, 2000 F-4
Statements of Cash Flows for the six months ended June 30, 2000,
the period from inception (November 29, 1999) to December 31,
1999, and the period from inception (November 29, 1999) to
June 3 2000 F-5
Notes to Financial Statements F-6
EXPERTS
The balance sheets of Maturus.com, Inc. as of June 30, 2000 and December 31,
1999, the statements of operations and comprehensive loss for the six months
ended June 30, 2000, period from inception to December 31, 1999 and period from
inception to June 30, 2000, statements of changes in shareholders' equity for
the period from inception to June 30, 2000, and statements of cash flows for the
six months ended June 30, 2000, period from inception to December 31, 1999 and
period from inception to June 30, 2000, included herein and elsewhere in this
registration statement have been audited by Moss Adams LLP, independent public
accountants, for the periods and to the extent set forth in their report
appearing herein and elsewhere in the registration statement. Such financial
statements have been so included in reliance upon such report given upon the
authority of Moss Adams LLP as experts in accounting and auditing.
INTERESTS OF NAMED EXPERTS AND COUNSEL
No expert or counsel named in this Prospectus as having prepared or certified
any part of this Prospectus or having given an opinion upon the validity of the
securities being registered or upon other legal matters in connection with the
registration or offering of the common stock was employed on a contingency
basis, or had, or is to receive, in connection with the offering, a substantial
interest, direct or indirect, in the registrant or any of its affiliates. Nor
was any such person connected with the registrant or any of its affiliates as a
promoter, managing or principal underwriter, voting trustee, director, officer,
or employee.
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LEGAL MATTERS
The validity of the shares of common stock included in the units and the shares
of common stock issuable upon the exercise of the warrants has been passed upon
for the Company in connection with the initial offering of the securities.
ADDITIONAL INFORMATION
Maturus.com, Inc. does not presently file reports or other information with the
SEC. However, following completion of the minimum offering, we will distribute
to stockholders at fiscal year end on each December 31st, annual reports
containing financial statements that have been audited and reported upon, with
an opinion expressed by an independent public accountant and other information
as may be required by law. In this regard, upon the completion of the minimum
offering herein, we will be subject to the informational requirements of the
Securities Exchange Act and will be required to file reports, proxy statements
and other information with the SEC.
The reports, proxy statements and other information that we will file will be
available for inspection and copying (for a specified fee) at the SEC's public
reference room located at Room 1024, 450 Fifth Street, NW, Washington, D.C.
20549, and the public reference facilities in the SEC's Northeast Regional
Office, 7 World Trade Center, New York, New York 10048; and its Midwest Regional
Office, Citicorp Center, 500 West Madison Street, Suite 2400, Chicago, Illinois
60661. Copies of such material may also be obtained at prescribed rates by
writing to the SEC's Public Reference Section, 450 Fifth Street, NW, Washington,
D.C. 20549 upon payment of the fees prescribed by the SEC. Please call the SEC
at 1-800-SEC-0330 for more information on the operation of its Public reference
Rooms. The SEC also maintains a Web site that contains reports, proxy and
information statements and other materials that are filed through the SEC's
Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system. This Web Site
can be accessed at http://www.sec.gov.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 24. Indemnification for Securities Act Liabilities.
34
<PAGE>
Our By-laws provide for the indemnification of officers and directors to the
fullest extent possible under Nevada law against expenses (including attorney's
fees), judgments, fines, settlements, and other amounts actually and reasonably
incurred in connection with any proceeding, arising by reason of the fact that
such person is or was an agent of the Company. We are also granted the power, to
the maximum extent and in the manner permitted by Nevada Revised Statutes, to
indemnify each of our employees and agents (other than directors and officers)
against expenses (including attorneys' fees), judgments, fines, settlements and
other amounts actually and reasonably incurred in connection with any lawsuits
arising by reason of the fact that such person is or was an agent of the
Company.
Our Certificate of Incorporation limits or eliminates the personal liability of
officers and directors for damages resulting from breaches of their fiduciary
duty for acts or omissions except for damages resulting from acts or omissions
which involve intentional misconduct, fraud, a knowing violation of law, or the
inappropriate payment of dividends in violation of Nevada Revised Statutes.
Under the NRS, director immunity from liability to a company or its shareholders
for monetary liabilities applies automatically unless it is specifically limited
by a company's articles of incorporation which is not the case with our articles
of incorporation. Excepted from that immunity are:
(1) a willful failure to deal fairly with the company or its shareholders in
connection with a matter in which the director has a material conflict of
interest;
(2) a violation of criminal law (unless the director had reasonable cause to
believe that his or her conduct was lawful or no reasonable cause to
believe that his or her conduct was unlawful);
(3) a transaction from which the director derived an improper personal profit;
and
(4) willful misconduct.
Item 25. Other Expenses of Issuance and Distribution.
The estimated costs of this offering are denoted below. Please note that all
amounts are estimates.
We will pay all the expenses listed above.
Securities and Exchange Commission registration fee $1,030
Printing and Engraving Expenses $2,000
Transfer Agent Fees $5,000
Accounting fees and Expenses $9,000
Legal fees and Expenses $15,000
Blue Sky Expenses $2,500
Transfer Agent Fees $2,500
Miscellaneous $3,000
-------
Total $40,030
=======
35
<PAGE>
Item 26. Recent Sales of Unregistered Securities.
During the past three years, the Registrant sold securities which were not
registered under the Securities Act as follows:
Number of Shares
Shareholder Date of Issuance Of Common Stock Consideration Paid
----------- ---------------- ---------------- ------------------
Wanda Currie November 29, 1999 1,800,000 $ 4,500.00
Trevor Newton November 29, 1999 770,000 $ 1,925.00
Stratabase.com November 29, 1999 900,000 $ 2,250.00
Mary Martin November 29, 1999 670,000 $ 1,675.00
Fred Coombes November 29, 1999 460,000 $ 1,150.00
New Horizons LP December 10, 1999 1,000,000 $100,000.00
The foregoing transactions were exempt from the registration provisions of the
Securities Act of 1933, as amended, by reason of Section 4(2) thereof as
constituting private transactions not involving a public offering. A restricted
legend has been placed on all shares issued in these transactions and the
registrant's transfer agent will be given the appropriate estop transfer
instructions. The offers and sales should not be integrated with the public
offering herein since such sales and those sales to be made to the public (a)
are not part of a single plan of financing; (b) have not and will not be made at
or about the same time; and (c) have not and will not be made for the same
general purpose. Furthermore, said sales should not be integrated in reliance
upon the safe harbor interpretation of Rule 152 under which it is the view of
the staff of the U.S. Securities and Exchange Commission that the filing of a
registration statement following an offering otherwise exempt under Section 4(2)
does not vitiate the exemption under that Section.
Item 27. Exhibits.
Exhibit No. Description
3.1 Certificate of Incorporation of Registrant.*
3.2 Registrant's Certificate of Amendment of Registrant's
Certificate of Incorporation.*
3.3 By-Laws of Registrant.*
4.1 Specimen common stock certificate.*
4.2 Specimen of Class A redeemable common stock purchase Warrant.*
4.3 Specimen of Class B redeemable common stock purchase Warrant.*
4.4 Specimen of Class C redeemable common stock purchase Warrant.*
4.5 Form of Warrant Agreement.*
5.1 Opinion of Herrick, Feinstein LLP.
10.1 Form of Escrow Agreement.*
24.1 Consent of Herrick, Feinstein LLP (included in Exhibit 5.1).
24.2 Consent of Moss Adams LLP.*
27.1 Financial Data Schedule.*
* Filed herewith.
36
<PAGE>
Item 28. Undertakings.
The undersigned registrant hereby undertakes:
(A) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement
to:
(1) include any prospectus required by Section 10(a) (3) of the
Securities Act of 1933;
(2) reflect in the prospectus any facts or events arising after the
effective date of this registration statement, or most recent
post-effective amendment, which, individually or in the
aggregate, represent a fundamental change in the information set
forth in this registration statement; and
(3) include any material information with respect to the plan of
distribution not previously disclosed in this registration
statement or any material change to such information in the
registration statement.
(B) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(C) To remove from registration by means of a post-effective amendment
any of the securities being registered hereby which remain unsold at the
termination of the offering.
37
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing this Form SB-2 and authorized this Registration
Statement to be signed on its behalf by the undersigned, in the city of
Vancouver, Canada, on October 12, 2000.
MATURUS.COM, INC.
By /s/ Wanda Currie
-----------------------------
Wanda Currie
Chairman, President, Secretary,
Treasurer and Chief Operating
and Executive Officer
By /s/ Trevor Newton
-----------------------------
Trevor Newton
Vice President
In accordance with the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates stated
Director Dated: October 12, 2000
/s/ Fred Coombes
------------------
Fred Coombes
Director Dated: October 12, 2000
/s/ Trevor Newton
------------------
Trevor Newton
38
<PAGE>
POWER OF ATTORNEY
ALL MEN BY THESE PRESENT, that each person whose signature appears below
constitutes and appoints Trevor Newton, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all
post-effective date amendments to this Registration Statement, and to file the
same with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any one of them, or their or his substitutes,
may lawfully do or cause to be done by virtue hereof.
In accordance with the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
/s/ Wanda Currie
---------------- Chairman, President, Secretary, Dated: October 12, 2000
Wanda Currie Treasurer, Chief Operating and
Executive Officer
/s/ Fred Coombes
---------------- Director Dated: October 12, 2000
Fred Coombes
39
<PAGE>
INDEPENDENT AUDITOR'S REPORT
The Board of Directors
Maturus.com, Inc.
We have audited the accompanying balance sheets of Maturus.com, Inc. (a
development stage company) as of June 30, 2000 and December 31, 1999, and the
related statements of operations and comprehensive loss, changes in
shareholders' equity, and cash flows for the six months ended June 30, 2000, the
period from inception (November 29, 1999) to December 31, 1999, and the period
from inception (November 29, 1999) 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 audits.
We conducted the audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Maturus.com, Inc. (a
development stage company) as of June 30, 2000 and December 31, 1999, and the
changes in its operations and its cash flows for the six months ended June 30,
2000, the period from inception (November 29, 1999) to December 31, 1999, and
the period from inception (November 29, 1999) to June 30, 2000, in conformity
with generally accepted accounting principles.
/s/ Moss Adams LLP
Portland, Oregon
August 31, 2000
F-1
<PAGE>
MATURUS.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
--------------------------------------------------------------------------------
ASSETS
JUNE 30, DECEMBER 31,
2000 1999
-------- ------------
CURRENT ASSETS
Cash $ 73,836 $157,329
Shareholder receivable - 4,175
GST receivable 3,650 2,029
Prepaid expenses 2,500 -
-------- --------
Total current assets 79,986 163,533
-------- --------
OFFICE EQUIPMENT, at cost
Computer hardware 6,355 -
Computer software 2,462 -
-------- --------
8,817 -
Accumulated depreciation and amortization (1,000) -
-------- --------
7,817 -
-------- --------
Total assets $ 87,803 $163,533
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 4,278 $ 31,707
-------- --------
Total current liabilities 4,278 31,707
-------- --------
COMMITMENTS AND CONTINGENCIES (Note 5)
SHAREHOLDERS' EQUITY
Common stock, $.001 par value; 25,000,000
shares authorized, 5,600,000 shares
issued and outstanding 5,600 5,600
Additional paid-in capital 155,900 155,900
Deficit accumulated in the development
stage (76,255) (29,674)
Foreign currency translation adjustments (1,720) -
-------- --------
Total shareholders' equity 83,525 131,826
-------- --------
Total liabilities and
shareholders' equity $ 87,803 $163,533
======== ========
See accompanying notes. F-2
--------------------------------------------------------------------------------
<PAGE>
MATURUS.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
--------------------------------------------------------------------------------
SIX
MONTHS PERIOD FROM PERIOD FROM
ENDED INCEPTION INCEPTION
JUNE 30, (NOVEMBER 29, 1999) (NOVEMBER 29, 1999)
2000 TO DECEMBER 31, 1999 TO JUNE 30, 2000
-------- -------------------- ------------------
REVENUE $ - $ - $ -
OPERATING EXPENSES
Website design 16,771 29,678 46,449
Website editing 14,028 - 14,028
Web access 636 - 636
-------- -------- --------
Total operating expenses 31,435 29,678 61,113
-------- -------- --------
Excess of operating
expenses over revenues (31,435) (29,678) (61,113)
-------- -------- --------
GENERAL AND ADMINISTRATIVE
EXPENSES
Salaries and wages 10,342 - 10,342
Accounting 1,541 - 1,541
Legal fees 1,340 1,340
Depreciation and
amortization 1,000 - 1,000
Insurance expense 430 - 430
Telecommunications 236 - 236
Bank fees 192 - 192
Other expenses 402 - 402
-------- -------- --------
Total general and
administrative expenses 15,483 - 15,483
-------- -------- --------
OTHER INCOME 336 4 340
-------- -------- --------
NET LOSS IN THE DEVELOPMENT
STAGE (46,581) (29,674) (76,255)
OTHER COMPREHENSIVE LOSS
Foreign currency translation
adjustments (1,720) - (1,720)
-------- -------- --------
COMPREHENSIVE LOSS $(48,301) $(29,674) $(77,975)
======== ======== ========
BASIC AND DILUTED LOSS PER
SHARE OF COMMON STOCK $ (0.01) $ - $ (0.01)
======== ======== ========
F-3 See accompanying notes.
--------------------------------------------------------------------------------
<PAGE>
MATURUS.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE PERIOD FROM INCEPTION (NOVEMBER 29, 1999) TO JUNE 30, 2000
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
DEFICIT
ACCUMULATED ACCUMULATED
COMMON STOCK ADDITIONAL IN THE OTHER TOTAL
-------------------- PAID-IN DEVELOPMENT COMPREHENSIVE SHAREHOLDERS'
SHARES AMOUNT CAPITAL STAGE LOSS EQUITY
------ ------ ---------- ----------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE,
November 29, 1999 - $ - $ - $ - $ - $ -
Issuance of common
stock at $.0025 per
share (November 22, 1999) 4,600,000 4,600 6,900 - - 11,500
Issuance of common stock
at $0.15 per share
(November 30, 1999) 1,000,000 1,000 149,000 - - 150,000
Net loss and comprehensive
loss in the development
stage - - - (29,674) - (29,674)
--------- ------ -------- -------- ------- --------
BALANCE,
December 31, 1999 5,600,000 5,600 155,900 (29,674) - 131,826
Net loss and comprehensive
loss in the development
stage - - - (46,581) (1,720) (48,301)
--------- ------ -------- -------- ------- --------
BALANCE,
June 30, 2000 5,600,000 $5,600 $155,900 $(76,255) $(1,720) $ 83,525
========= ====== ======== ======== ======= ========
</TABLE>
F-4 See accompanying notes.
--------------------------------------------------------------------------------
<PAGE>
MATURUS.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SIX
MONTHS PERIOD FROM PERIOD FROM
ENDED INCEPTION INCEPTION
JUNE 30, (NOVEMBER 29, 1999) (NOVEMBER 29, 1999)
2000 TO DECEMBER 31, 1999 TO JUNE 30, 2000
-------- -------------------- ------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES
Net loss in the development
stage $(46,581) $(29,674) $(76,255)
Depreciation and
amortization 1,000 - 1,000
Adjustments to reconcile net
loss to net cash from
operating activities:
Change in assets and
liabilities:
Shareholder receivable 4,175 (4,175) -
GST receivable (1,621) (2,029) (3,650)
Prepaid expenses (2,500) - (2,500)
Accounts payable (27,429) 31,707 4,278
-------- -------- --------
Net cash from operating
activities (72,956) (4,171) (77,127)
-------- -------- --------
CASH FLOWS FROM INVESTING
ACTIVITIES
Acquisition of office
equipment (8,817) - (8,817)
-------- -------- --------
Net cash from investing
activities (8,817) - (8,817)
-------- -------- --------
CASH FLOWS FROM FINANCING
ACTIVITIES
Sale of common stock - 161,500 161,500
-------- -------- --------
Net cash from financing
activities - 161,500 161,500
-------- -------- --------
EFFECT OF EXCHANGE RATE CHANGES
ON CASH (1,720) - (1,720)
-------- -------- --------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS (83,493) 157,329 73,836
CASH AND CASH EQUIVALENTS,
beginning of period 157,329 - -
-------- -------- --------
CASH AND CASH EQUIVALENTS,
end of period $ 73,836 $157,329 $ 73,836
======== ======== ========
</TABLE>
F-5 See accompanying notes.
--------------------------------------------------------------------------------
<PAGE>
MATURUS.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------
NOTE 1 - NATURE OF OPERATIONS AND ORGANIZATION
Maturus.com, Inc. (the Company) is a Nevada company focusing on providing
information over the Internet to persons over the age of 50, and
providing advertising for corporations seeking to market their goods and
services to these targeted users through the Internet. The Company's
website, Maturus.com, contains articles and information free of charge to
Internet users. The Company will attempt to engage corporations to act as
sponsor advertisers on the website.
The Company believes that, by providing high quality free information of
interest to mature Internet users, they will have a product of great
value to provide advertisers interested in presenting advertisements to
an Internet audience over the age of 50. The Company intends to translate
their activities into revenues by selling advertising space on the
website to advertisers interested in appealing to an over-50 age group.
The Company also anticipates being able to market the registered users of
the site for direct email campaigns from advertisers. The Company has
adopted December 31st as the closing date of its fiscal year and operates
from its headquarters in Vancouver, British Columbia, Canada.
For the period from inception (November 29, 1999) to June 30, 2000, the
Company has been in the development stage. Substantially all activity
during this period has been devoted to the raising of equity capital and
development of a long-term business plan. Should the Company be unable to
raise sufficient capital to fund operations or execute its business
plans, there would be doubt as to the ability to continue as a going
concern.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
CASH AND CASH EQUIVALENTS - The Company considers all highly liquid
investments purchased with a maturity of three months or less to be cash
equivalents.
REVENUE RECOGNITION - Revenues are recognized as website related
advertising services or direct e-mail marketing services are realized or
realizable and when there are no further performance obligations and no
right of refund exists.
SOFTWARE DEVELOPMENT COSTS - The Company expenses all costs associated
with the development, operations, enhancement and maintenance of its
website, except for certain costs relating to the development of
internal-use software that are capitalized and depreciated over estimated
useful lives. No costs have been capitalized to date.
F-6
<PAGE>
MATURUS.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (continued)
OFFICE EQUIPMENT - Office equipment is recorded at cost and depreciated
over its useful life, which ranges from one to five years. Depreciation
expense in the amount of $1,000 was recognized for the period from
inception to June 30, 2000.
ADVERTISING - Advertising costs are expensed as incurred.
INCOME TAXES - The Company follows the asset and liability method of
accounting for income taxes whereby deferred tax assets and liabilities
are recognized for the future tax consequences of differences between the
financial statement carrying amounts of existing assets and liabilities
and their respective tax bases.
FOREIGN EXCHANGE ACCOUNTING - The Company's Canadian (CDN) transactions
are measured in local currency and then translated into U.S. dollars. All
balance sheet accounts have been translated using the current rate of
exchange at the balance sheet date. Results of operations have been
translated using the average rates prevailing throughout the year.
Translation gains or losses resulting from the changes in the exchange
rates are accumulated in a separate component of shareholders' equity.
All amounts included in the accompanying financial statements and
footnotes are denominated in U.S. dollars unless otherwise indicated.
EARNINGS (LOSS) PER SHARE OF COMMON STOCK - Basic earnings (loss) per
share of common stock is computed by dividing net income (loss) available
to common shareholders by the weighted-average number of common shares
outstanding for the period (5,600,000). Diluted earnings per share
reflects the potential dilution that could occur if securities or other
contracts to issue common stock were exercised or converted into common
stock or resulted in the issuance of common stock that then shared in the
earnings of the Company.
USE OF ESTIMATES - The preparation of financial statements, in conformity
with generally accepted accounting principles, requires management to
make estimates and assumptions that affect the amounts reported in the
financial statements and accompanying notes. Actual results could differ
from those estimates.
F-7
<PAGE>
MATURUS.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------
NOTE 3 - SHAREHOLDER TRANSACTIONS
For the period from inception (November 29, 1999) through June 30, 2000,
the Company has been involved in raising equity capital. On November 22,
1999, the Company approved the issuance of 4,600,000 shares of common
stock at $.0025 per share to its founding group of shareholders. On
November 30, 1999, the Company's Board of Directors consented to the sale
of 1,000,000 additional shares of common stock at $.15 per share to New
Horizons LLP, a New York venture capital firm.
NOTE 4 - INCOME TAXES
As of June 30, 2000, the Company had available to offset future taxable
income, net operating loss carryforwards of approximately $80,000. The
carryforwards will expire in 2015 unless utilized in earlier years.
Deferred income taxes represent the tax effect of differences in timing
between financial income and taxable income. The net deferred tax
benefits in the accompanying balance sheet include the following
components:
Deferred tax assets (liabilities):
Net operating loss carryforward $ 27,000
Accumulated depreciation (200)
Accrual to cash adjustment (600)
--------
26,200
--------
(26,200)
Valuation allowance --------
Net deferred tax asset $ -
========
The valuation allowance is provided since it is uncertain if the Company
will be able to utilize existing net operating loss carryfowards in
future periods.
F-8
<PAGE>
MATURUS.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------
NOTE 5 - COMMITMENTS AND CONTINGENCIES
OFFICER'S SALARY - The Company has agreed to pay its president an annual
salary of $24,000 (CDN), net of tax, commencing January 2000.
Compensation of $7,798 through June 30, 2000 has been recorded as
salaries and wages in the accompanying financial statements.
LEGAL CONTINGENCIES - The Company may become involved in certain claims
and legal actions arising in the ordinary course of business. In the
opinion of management, after consultation with legal counsel, there are
no current matters expected to have a material adverse effect on the
financial condition of the Company
NOTE 6 - RELATED-PARTY TRANSACTIONS
RELATED-PARTY PAYABLES -The Company's vice president is also the
president and majority shareholder of Stratabase.com. Stratabase.com
provided website design and maintenance services for the Company in the
amounts of $16,771 and $29,678 for the six months ended June 30, 2000,
and for the period from inception to December 31, 1999, respectively.
Related-party payables outstanding at June 30, 2000 and December 31, 1999
were $4,278 and $31,707 (including $2,029 of goods and services tax),
respectively.
RELATED-PARTY RECEIVABLES - The vice president has a personal investment
in the Company totaling $1,925, representing 12% of the total common
stock issued and outstanding at June 30, 2000. Stratabase.com has an
investment in the Company totaling $2,250 and representing 14% of the
total common stock issued and outstanding at June 30, 2000. A shareholder
receivable of $4,175 is presented on the Company's balance sheet for
these related-party stock investments at December 31, 1999.
F-9
