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Previous: RGW ACQUISITION CORP IV, 10SB12G, EX-3, 2000-10-25 |
Next: RGW ACQUISITION CORP IV, 10SB12G, EX-3, 2000-10-25 |
Item 1. Description of Business.
--------------------------------
Business Development.
We were incorporated under the name RGW Acquisition Corporation IV, Inc. on February 17,
2000. We have not been involved in any bankruptcy, receivership or similar proceeding.
Pursuant to the Articles of Incorporation, the Company is authorized to issue 100,000,000
shares of Common Stock at $.0001 par value and 50,000,000 shares of Preferred Stock at
$.0001 par value. Each holder of the Common Stock shall be entitled to one vote for each
share of Common Stock held. The Preferred Stock may be
divided into Series or Classes by the management of the Company upon the approval of a
majority vote of the Directors of the Company. As of October 22, 2000, there are 1,000,000
shares of Common Stock and no shares of Preferred Stock outstanding. We have not been
involved in any material classification, merger consolidation, or purchase or sale of a
significant amount of assets not in the ordinary course of business.
Business of Issuer.
We are a development stage company and have had no operations. Other than issuing shares to our shareholders, we have never commenced any operational activities. As such, we have no specific products, services, or business. We can be defined as a "shell" company whose sole purpose at this time is to locate and consummate a merger or acquisition with an unidentified private entity (hereinafter referred to as the "business opportunity").
We are registering a class of its securities on this Form 10-SB registration statement
on a voluntary basis. We have no obligation to file a Form 10-SB registration statement
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). We believe that by filing this Form 10-SB and being obligated to file reports
subject to Section 13 of the Exchange Act, we can attract a business opportunity
candidate. We believe a business opportunity will involve a transaction with a corporation
not requiring cash or assets, but which desires to establish both a public market for its
common stock and the perceived advantages of status as an Exchange Act registered
corporation. There is no assurance that our assumption is correct.
RISK FACTORS
NO OPERATING HISTORY, REVENUE AND ASSETS. The Company has had no operating history nor
any revenues or earnings from operations. The Company has little or no tangible assets or
financial resources. The Company will, in all likelihood, continue to sustain operating
expenses without corresponding revenues, at least until the consummation of a business
combination. This may result in the Company incurring a net operating loss which will
increase continuously until the Company can consummate a business combination with a
profitable business opportunity. There is no assurance that the Company can identify such
a business opportunity and consummate such a business
combination.
SPECULATIVE NATURE OF COMPANY'S PROPOSED OPERATIONS. The success of the Company's
proposed plan of operation will depend to a great extent on the operations, financial
condition and management of the identified business opportunity. While management intends
to seek business combination(s) with entities having established operating histories,
there can be no assurance that the Company will be successful in locating candidates
meeting such criteria. In the event the Company completes a business combination, of which
there can be no assurance, the success of the Company's operations may be dependent upon
management of the
successor firm or venture partner firm and numerous other factors beyond the Company's
control.
STATE BLUE SKY REGISTRATION; RESTRICTED RESALES OF THE SECURITIES.
Transferability of the shares of Common Stock of the Company is very limited because a
significant number of states have enacted regulations pursuant to their securities or
so-called "blue sky" laws restricting or, in many instances, prohibiting, the
initial sale and subsequent resale of securities of "blank check" companies such
as the Company within that state. In addition, many states, while not specifically
prohibiting or restricting "blank check" companies, would not register the
securities
of the Company for sale or resale in their states. Because of these regulations, the
Company currently has no plan to register any securities of the Company with any state. To
ensure that any state laws are not violated through the resales of the securities of the
Company, the Company will refuse to register the transfer of any securities of the
Company, to residents of any state, which prohibit such resale or if no exemption is
available for such resale. It is not anticipated that a secondary
trading market for the Company's securities will develop in any state until subsequent to
consummation of a Business Combination, if at all.
SCARCITY OF AND COMPETITION FOR BUSINESS OPPORTUNITIES AND COMBINATIONS.
The Company is and will continue to be an insignificant participant in the business of
seeking mergers with, joint ventures with and acquisitions of small private and public
entities. A large number of established and well-financed entities, including venture
capital firms, are active in mergers and acquisitions of companies which may be desirable
target candidates for the Company. Nearly all such entities have significantly greater
financial resources, technical expertise and managerial capabilities than the Company and,
consequently, the Company will be at a competitive disadvantage in identifying possible
business opportunities and successfully completing a business combination. Moreover, the
Company will also compete in seeking merger or acquisition candidates with numerous other
small public companies.
NO AGREEMENT FOR BUSINESS COMBINATION OR OTHER TRANSACTION -NO STANDARDS FOR BUSINESS
COMBINATION. The Company has no arrangement, agreement or understanding with respect to
engaging in a merger
with, joint venture with or acquisition of, a private or public entity. There can be no
assurance the Company will be successful in identifying and evaluating suitable business
opportunities or in
concluding a business combination. Management has not identified any particular industry
or specific business within an industry for evaluation by the Company. There is no
assurance the Company will be able to negotiate a business combination on terms favorable
to the Company. The Company has not established a specific length of operating history or
a specified level of earnings, assets, net worth or other criteria which it will require a
target business opportunity to have achieved, and without which the Company would not
consider a business combination in any form with such business opportunity. Accordingly,
the Company may enter into a business combination with a business opportunity having no
significant operating history, losses, limited or no potential for earnings, limited
assets, negative net worth or other negative characteristics.
CONTINUED MANAGEMENT CONTROL, LIMITED TIME AVAILABILITY.
While seeking a business combination, Ulysses Thomas Ware, President of the Company
anticipates devoting up to ten hours per month to the business of the Company. Ulysses
Thomas Ware will be the only person responsible in conducting the day to day operations of
the company including searches, evaluations, and negotiations with potential merger or
acquisition candidates. The Company has not entered into any written employment agreement
with Ulysses Thomas Ware and is not expected to do so in the foreseeable future. The
Company has not obtained key man life insurance on Ulysses Thomas Ware. The loss of the
services of Ulysses Thomas Ware would adversely affect development of the Company's
business and its likelihood of continuing operations. See "ITEM 5 - DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS."
CONFLICTS OF INTEREST - GENERAL. Ulysses Thomas Ware may in the future participate in
business ventures which could be deemed to compete
directly with the Company. Ulysses Thomas Ware is serving as officer and director of a
number of other blank check companies. Additional conflicts of interest and non-arms
length transactions may also arise in the future in the event the Company's current and
future officers or directors are involved in the management of any firm with which the
Company transacts business.
LACK OF MARKET RESEARCH OR MARKETING ORGANIZATION. The Company has neither conducted,
nor have others made available to it, results of market research indicating that market
demand exists for the transactions contemplated by the Company. Moreover, the Company does
not have, and does not plan to establish, a marketing organization. Even in the event
demand is identified for a merger or acquisition contemplated by the Company, there is no
assurance the Company will be successful in completing any such business
combination.
LACK OF DIVERSIFICATION. The Company's proposed operations, even if successful, will in
all likelihood result in the Company engaging in a business combination with a business
opportunity.
Consequently, the Company's activities may be limited to those engaged in by business
opportunities which the Company merges with
or acquires. The Company's inability to diversify its activities into a number of areas
may subject the Company to economic fluctuations within a particular business or industry
and therefore increase the risks associated with the Company's operations.
REGULATION. Although the Company will be subject to regulation under the Securities
Exchange Act of 1934, management believes the Company will not be subject to regulation
under the Investment Company Act of 1940, insofar as the Company will not be engaged in
the business of investing or trading in securities. In the event the Company engages in
business combinations which result in the Company holding passive investment interests in
a number of entities, the Company could be subject to regulation under the Investment
Company Act of 1940. In such event, the Company would be required to register as an
investment company and could be expected to incur significant registration and compliance
costs. The Company has obtained no formal determination from the Securities and Exchange
Commission as to the status of the Company
under the Investment Company Act of 1940 and, consequently, any violation of such Act
would subject the Company to material adverse consequences.
PROBABLE CHANGE IN CONTROL AND MANAGEMENT. A business combination involving the
issuance of the Company's Common Shares will, in all likelihood, result in shareholders of
a private company obtaining a controlling interest in the Company. Any such business
combination may require management of the Company to sell or transfer all or a portion of
the Company's Common Shares held by
them, or resign as members of the Board of Directors of the Company. The resulting change
in control of the Company could result in the removal of Ulysses Thomas Ware and a
corresponding reduction in or elimination of his participation in the future affairs of
the Company.
POTENTIAL REDUCTION OF PERCENTAGE SHARE OWNERSHIP FOLLOWING BUSINESS COMBINATION.
The Company's primary plan of operation is
based upon a business combination with a private concern which, pending on the terms of
merger or acquisition, may result in the Company issuing securities to shareholders of any
such private company.
The issuance of previously authorized and unissued Common Shares of the Company would
result in reduction in percentage of shares owned by present and prospective shareholders
of the Company and may result in a change in control or management of the Company.
DISADVANTAGES OF BLANK CHECK OFFERING. The Company may enter into a business
combination with an entity that desires to establish a public trading market for its
shares. A business opportunity may attempt to avoid what it deems to be adverse
consequences of undertaking its own public offering by seeking a business combination with
the Company. Such consequences may include, but are not limited to, time delays of the
registration process, significant expenses to be incurred in such an offering, loss of
voting control to public shareholders and the inability or
unwillingness to comply with various federal and state laws enacted for the protection of
investors.
TAXATION. Federal and state tax consequences will, in all likelihood, be major considerations in any business combination the Company may undertake. Currently, such transactions may be structured so as to result in tax-free treatment to both companies, pursuant to various federal and state tax provisions. The Company intends to structure any business combination so as to minimize the federal and state tax consequences to both the Company and the target entity; however, there can be no assurance that such business combination will meet the statutory requirements of a tax-free reorganization or that the parties will obtain the intended tax-free treatment upon a transfer of stock or assets. A non-qualifying reorganization could result in the imposition of both federal and state taxes which may have an adverse effect on both parties to the transaction.
REQUIREMENT OF AUDITED FINANCIAL STATEMENTS MAY DISQUALIFY BUSINESS OPPORTUNITIES.
Section 13 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act"), require companies subject
thereto to provide certain information about significant acquisitions, including certified
financial statements for the company acquired,
covering one, two or three years, depending on the relative size of the acquisition. The
time and additional costs that may be incurred by some target entities to prepare such
statements may preclude consummation of an otherwise desirable acquisition by the Company.
Acquisition prospects that do not have or are unable to obtain the required audited
financial statements may not be appropriate for acquisition so long as the reporting
requirements of the '34 Act are applicable.
Competition.
We are and will continue to be a limited competitor in the business of seeking business opportunities with private companies. A large number of established and well-financed entities, including venture capital firms, are active in mergers and acquisitions of companies which may be desirable business opportunity candidates for us. Nearly all such entities have significantly greater experience and financial resources, technical expertise and managerial capabilities than us. Consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business opportunity.
We have no patents, trademarks, licenses, franchises, concessions, royalty agreements or labor contracts.
Government Regulation.
The proposed business activities described herein classify us as a "Blank Check" company. Many states have enacted statutes, rules and regulations limiting the sale of securities of "blank check" companies in their states. We do not intend to undertake any offering of our securities, either debt or equity, until such time as we have successfully implemented our business plan that we describe herein.
Relevant thereto, Ulysses Thomas Ware, the principal shareholder of the company, has expressed an intention not to sell his respective shares until we have successfully completed a merger or acquisition, and we are no longer classified as a "blank check" company.
Transferability of our shares of Common Stock is very limited because a significant number of states have enacted regulations or "blue sky" laws restricting or, in many instances, prohibiting, the initial sale and subsequent resale of securities of "blank check" companies, such as us, within that state. In addition, many states, while not specifically prohibiting or restricting securities of "blank check" companies, would not register our securities for sale or resale in their states. Because of these regulations, we currently have no plan to register any of our securities with any state. To ensure that any state laws are not violated through the resales of our securities, we will refuse to register the transfer of any of our securities, to residents of any state which prohibits such resales if no exemption is available for such resales. We do not anticipate that a secondary trading market for our securities will develop in any state until subsequent to consummation of a business opportunity, if at all.
Although we will be subject to regulation under the Exchange Act, We believe we will not be subject to regulation under the Investment Company Act of 1940, insofar as we will not be engaged in the business of investing or trading in securities. Federal and state tax consequences will likely be major considerations in any business opportunity we may undertake. Currently, such transactions may be structured so as to result in tax-free treatment to the parties to the transaction, pursuant to various federal and state tax provisions. We intend to structure any business opportunity so as to minimize the federal and state tax consequences to both ourselves and the target entity; however, there can be no assurance that such business opportunity will meet the statutory requirements of a tax-free reorganization or that the parties will obtain the intended tax-free treatment upon a transfer of stock or assets. A non-qualifying reorganization could result in the imposition of both federal and state taxes which may have an adverse effect on both parties to the transaction.
Section 13 and 15(d) of the Exchange Act, require companies subject thereto to provide certain information about significant acquisitions, including certified financial statements for the company acquired, covering one, two or three years, depending on the relative size of the acquisition. The time and additional costs that may be incurred by some target entities to prepare such statements may preclude our consummation of an otherwise desirable acquisition. Acquisition prospects that do not have or are unable to obtain the required audited financial statements may not be appropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable.
We have not conducted, nor have others made available to us, results of market research indicating that market demand exists for the transactions contemplated by us. Moreover, we do not have, and does not plan to have, and does not plan to establish, a marketing organization. Even in the event a business opportunity is identified for a merger or acquisition contemplated by us, there is no assurance we will be successful in completing any such business opportunity.
We currently have no full or part-time employees. There are no collective bargaining agreements or employment agreements with Ulysses Thomas Ware, our sole Officer and director. Mr. Ware is involved in other full-time business activities. Mr. Ware participates in the running of the company on a part-time basis as needed without compensation. We do not plan to make any change in the number of employees of the company to evaluate business opportunities. The need for additional employees and their availability will be addressed in connection with our decision of whether or not to pursue a business opportunity.
Item 2. Plan of Operation.
--------------------------
We have never had revenues from operations. In the next twelve months, we plan to seek out
business opportunity candidates. We believe that this plan of operations can be conducted
through the efforts of current management and will not require any additional funds. We
anticipate that business opportunities will be available to us through the contacts of
Ulysses Thomas Ware, our President and sole Director. We anticipate that the investigation
of specific business opportunities and the negotiation, drafting and execution of relevant
agreements, and other instruments will be done by Ulysses Thomas Ware or under his
direction. We plan to investigate, to the extent believed reasonable by us, such potential
business opportunities. Due to our limited experience in business analysis, we may not
discover or adequately evaluate adverse facts about the opportunity to be acquired.
Inasmuch as us will have no funds available to us in our search for business opportunities, we will not be able to expend significant funds on a complete and exhaustive investigation of such business or opportunity. We anticipate that we will incur nominal expenses in the implementation of our business plan described herein. Because we have no capital with which to pay these expenses, our present management, which consists only of Ulysses Thomas Ware, will pay any charges with his personal funds, as interest free loans to the company. However, the only opportunity which we have for repayment of these loans will be from a business opportunity. The repayment of any loans made on behalf of the company will not impede, or be made conditional in any manner, to consummation of a proposed transaction.
We have no particular business opportunity in mind and have not entered into any negotiations regarding any business opportunity. None of our management, affiliates or any promoters have engaged in any preliminary contact or discussions with any representative of any other company regarding the possibility of a business opportunity between us and such other Company as of the date of this registration statement. We will not restrict our search to any specific business, industry, or geographical location and we may participate in a business opportunity of virtually any kind or nature. This discussion of the proposed business is purposefully general and is not meant to be restrictive of the company's virtually unlimited discretion to search for and enter into potential business opportunities. We anticipate that we will be able to participate in only one potential business opportunity because we have no assets and limited financial resources. To date, we have not developed any criteria for the selection of business opportunities. We will seek to expand through acquisitions which are not currently identified and which entail risks, which you will not have a basis to evaluate. We may seek to expand our operations by acquiring companies in businesses that we believe will complement or enhance our business. We cannot assure you that we will be able to ultimately effect any acquisition, successfully integrate any acquired business in our operations or otherwise successfully develop our operations. We have not established any minimum criteria for any acquisition and our management may have complete discretion in determining the terms of any acquisition. consequently, there is no basis for you to evaluate the specific merits or risks of any potential acquisition that we may undertake.
We anticipate that Ulysses Thomas Ware, the company's president and sole Director will
investigate, to the extent believed necessary by him, the business opportunity. Due to
general economic conditions, rapid technological advances being made in some industries
and shortages of available capital, We believe that there are numerous firms seeking the
perceived benefits of a fully reporting public company. Such perceived benefits may
include facilitating or improving the terms on which additional equity financing may be
sought, providing liquidity for incentive stock options or similar benefits to key
employees, providing liquidity (subject to restrictions of applicable statutes) for all
shareholders and other factors potentially, available business opportunities may occur in
many different industries and at various stages of development, all of which make the task
of comparative investigation and analysis of such business opportunities extremely
difficult and complex.
We do not and will not have capital to provide the owners of business opportunities with
any significant cash or other assets. However, we believe we can offer owners of
acquisition candidates the opportunity to acquire a controlling ownership interest in a
publicly registered company without incurring the cost and time required become a fully
reporting company or to conduct an initial public offering. The owners of the business
opportunities will, however, incur significant legal and accounting costs in connection
with acquisition of a business opportunity, including the costs of preparing Form 8-Ks,
10-Ks or 10-KSBs, agreements and related reports and documents.
The Exchange Act specifically requires that any merger or acquisition candidate comply
with all applicable reporting requirements, which include providing audited financial
statements to be included within the numerous filings relevant to complying with the
Exchange Act. Nevertheless, we have not conducted market research and is not aware of
statistical data which would support the perceived benefits for the owners of a business
opportunity. We believe that there is a demand by non-public corporations for shell
corporations that are publicly registered companies.
We believe that demand for shells has increased dramatically since the Securities and
Exchange Commission imposed burdensome requirements on "blank check" companies
pursuant to Regulation 419 of the Securities Act of 1933 (the "Act"). The
foregoing regulation has decreased substantially, the number of "blank check"
offerings filed with the Commission and as a result, has stimulated an increased demand
for shell corporations. We have made the foregoing assumption, but there is no assurance
that the same is accurate or correct and accordingly, no assurance can be made that we
will be successful in locating a business opportunity.
Prior to making a decision regarding a business opportunity, we plan to request that we be provided with written materials regarding the business opportunity containing such items as a description of products, services and company history; management resumes; financial information; available projections with related assumptions upon which they are based; evidence of existing patents, trademarks or services marks or rights thereto; present and proposed forms of compensation to management; a description of transactions between the prospective entity and its affiliates during relevant periods; a description of present and required facilities; an analysis of risk and competitive conditions; and, other information deemed relevant.
Upon the consummation of a transaction, we anticipate that our present management and shareholders will no longer be in control of the company. In addition, our Director may, as part of the terms of the acquisition transaction, resign and be replaced by new Directors without a vote of our shareholders or may sell their stock in the company. We do not plan to raise any capital at the present time, by private placement, public offerings, pursuant to regulation S promulgated under the Act, as amended, or by any means whatsoever. Further, there are no plans, proposals, arrangements or understandings with respect to the sale or issuance of additional securities prior to the location of a business opportunity.
We anticipate that any securities issued as a result of a business opportunity will be issued in reliance upon exemption from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of our transaction, we may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. If such registration occurs, of which there can be no assurance, it will be undertaken by the surviving entity after we have successfully consummated a business opportunity and we are no longer considered a "shell" company. Until such time as this occurs, we will not attempt to register any additional securities. The issuance of substantial additional securities and their potential sale into any trading market which may develop in our securities may have a depressive effect on the value of our securities in the future, if such a market develops, of which there is no assurance. The completion of any business opportunity may result in a significant issuance of shares and substantial dilution to our present stockholders.
We do not plan to make any changes in the number of employees of the company.
Item 3. Description of Property.
--------------------------------
We currently have no material assets and we do not own or lease any real or personal
property. We currently operate without charge out of space donated by the company's
president, and sole Director, Ulysses Thomas Ware, at 101 Marietta Suite 1070, Atlanta, GA
30303 believe that this space is sufficient for us at this time.
We have are no preliminary agreements or understandings with respect to the office
facility subsequent to the completion of a business opportunity. Upon closure of a
business opportunity, We plan to relocate our office to that of the business opportunity
candidate.
We have no policy with respect to investments in real estate or interests in real estate and no policy with respect to investments in real estate mortgages. Further, we have no policy with respect to investments in securities of or interests in persons primarily engaged in real estate activities.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
-----------------------
As of October 20, 2000 there were 1,000,000 Shares of our common stock, $0.0001 par value
outstanding. The following tabulates holdings of our shares of common stock by each person
who, as of October 20 , 2000, holds of record or is known by management to own
beneficially more than 5.0% of the Common Shares and, in addition, by all Directors and
officers of the company individually and as a group. Each named beneficial owner has sole
voting and investment power with respect to the shares set forth opposite his name.
(1) Pursuant to Rule 13-d-3 under the Securities Exchange Act of 1934, as amended, beneficial ownership of a security consists of sole or shared voting power (including the power to vote or direct the voting) and/or sole or shared investment power (including the power to dispose or direct the disposition) with respect to a security whether through a contract, arrangement, understanding, relationship or otherwise. Unless otherwise indicated, each person indicated above has sole power to vote, or dispose or direct the disposition of all shares beneficially owned, subject to applicable unity property laws.
(2) This table is based upon information obtained from our stock records. Unless otherwise indicated in the footnotes to the above table and subject to community property laws where applicable, we believe that each shareholder named in the above table has sole or shared voting and investment power with respect to the shares indicated as beneficially owned.
Change of Control.
There are currently no arrangements, which would result in a change of control of the company. A business opportunity involving the issuance of our common shares will, in all likelihood, result in shareholders of a private company obtaining a controlling interest our Company. Any such business opportunity may require our management to sell or transfer all or a portion of our common shares held by him, or resign as a member of our Board of Directors. The resulting change in control of the company could result in the removal of the present management of the company and a corresponding reduction or elimination of their participation in the future affairs of the Company.
Item 5. Directors, Executive Officers, Promoters and Control Persons.
The management of the company currently consists of Ulysses Thomas Ware of 101 Marietta
St., Suite 1070, Atlanta, GA 30303 as the Chief Executive officer, Chief Financial Officer
and Chairman of the Board of Directors. Mr. Ware has extensive experience in investing and
venture capital transactions. Mr. Ware was the founder of the corporate law firm Thomas
Ware & Associates in 1991 and the founder of the investment banking firm of Rosenfeld,
Goldman & Ware, Inc. in 1998.. Mr. Ware's business experience during the last five
years consists of the active practice of law with the law firm of Thomas Ware &
Associates and the executive management of the investment banking firm of Rosenfeld,
Goldman & Ware, Inc. Mr. Ware received the LLM. in Taxation form New York University
School of Law in 1990. Prior to that he received the Juris Doctor from The State
University at Buffalo in 1989 as Earl Warren Scholar. Prior to attending law school Mr.
Ware worked as a communications engineer at Harris Corporation in Melbourne, FL. where he
worked on advanced RF communications systems. Furthermore, he received the MSEE from
Purdue University in 1984 as a GEM Scholar and he also received the BSEE, magna cum laude,
from Tuskegee Institute in 1983 as a Bendix Scholar. Mr. Ware is a member of the Bar of
the State of Georgia, United States District Court for the Northern and Middle Districts
of Georgia, The United States Tax Court.
He currently has no other directorships in any reporting companies. We currently have no
significant employees and we do not anticipate hiring any in the future. There are no
family relationships among directors, executive officers, or nominees for such positions.
In the last five years, no director, executive officer, promoter or control person of the
company has been involved in any legal proceedings material to the evaluation of the
ability or integrity of any of the aforementioned persons.
Item 6. Executive Compensation.
-------------------------------
Ulysses Thomas Ware is currently acting as Chief Executive officer, Chief Financial officer for no current salary. Mr. Ware will continue to act in the above capacity with no salary until a suitable business opportunity is arranged.
Item 7. Certain Relationships and Related Transactions.
----------------------
We have not and do not intend to enter into any transactions with our management or any
nominees for such positions. We have not and do not intend to enter into any transactions
with beneficial owners of the company. We are not a subsidiary of any parent company.
Since inception, We have not entered into any transactions with promoters. Our management
is involved in other business activities and may, in the future become involved in other
business opportunities. If a specific business opportunity becomes available, such persons
may face a conflict in selecting between our business and their other business interests.
We have not and do not intend in the future to formulate a policy for the resolution of
such conflicts. We have not entered into and does not intend to enter into any
transactions with beneficial owners of our Stock.
Item 8. Description of Securities.
-----------------------------------
Qualification.
The following statements constitute brief summaries of our Articles of Incorporation and
Bylaws, as amended. Such summaries do not purport to be complete and are qualified in
their entirety by reference to the full text of our Articles of Incorporation and Bylaws.
Common Stock.
Our Articles of Incorporation authorize us to issue up to 100,000,000 Common shares,
$0.0001 par value per Common Share. As of October 20, 2000, there are 1,000,000 shares of
our Common Stock outstanding. All outstanding Common Shares are legally issued, fully paid
and non-assessable. We are not authorized to issue preferred stock.
Liquidation Rights.
Upon our liquidation or dissolution, each outstanding Common Share will be entitled to
share equally in our assets legally available for distribution to shareholders after the
payment of all debts and other liabilities.
Dividend Rights.
We do not have limitations or restrictions upon the rights of our Board of Directors to
declare dividends, and we may pay dividends on our shares of stock in cash, property, or
our own shares, except when we are insolvent or when the payment thereof would render us
insolvent subject to the provisions of the Georgia Statutes. We have not paid dividends to
date, and we do not anticipate that we will pay any dividends in the foreseeable future.
Voting Rights.
Holders of our Common Shares are entitled to cast one vote for each share held of record
at all shareholders meetings for all purposes.
Other Rights.
Common Shares are not redeemable, have no conversion rights and carry no preemptive or
other rights to subscribe to or purchase additional Common Shares in the event of a
subsequent offering. There are no other material rights of the Common or preferred
shareholders not included herein. There is no provision in our charter or by-laws that
would delay, defer or prevent a change in control of us. We have not issued debt
securities.
Part II
Item 1.
Market Price of and Dividends on the Registrant's Common Equity and Other Shareholder
Matters.
--------------------------
There is no established public trading market for the securities of the company. None of the company's Common stock is subject to outstanding options or warrants to purchase shares of the company.
There are 1,000,000 shares of the Common stock of the company held by Ulysses Thomas Ware, an affiliate, and shares of Common Stock held by non-affiliates. All of these securities are restricted securities as defined under Rule 144 of the Securities Act and may only be sold under the Rule or otherwise under an effective registration statement or an exemption from registration, if available. Rule 144 generally provides that a person who has satisfied a one year holding period for the restricted securities may sell, within any three month period subject to certain manner of resale provisions, an amount of restricted securities which does not exceed the greater of 1% of a company's outstanding common stock or the average weekly trading volume in such securities during the four calendar weeks prior to such sale. All 1,000,000 shares of common stock outstanding are restricted shares for which the one year holding period has expired. A sale of shares by such security holders, whether under Rule 144 or otherwise, may have a depressing effect upon the price of our common stock in any market that might develop.
Under Rule 144, Directors, Executive Officers and persons or entities they control or
who control them and may sell shares of common stock in any three-month period in an
amount limited to the greater of 1% of our outstanding shares of common stock or the
average of the weekly trading volume in our common stock during the four calendar weeks
preceding a sale. Sakes under Rule 144 must also be made without violating the
manner-of-sale provisions, notice requirements, and the availability of public information
about us.
Blue Sky Considerations.
The laws of some states prohibit the resale of securities issued by blank check or shell corporations. We are considered a "blank check" or "shell" corporation for the purpose of state securities laws. Accordingly, it is possible that current shareholders may be unable to resell their securities in other states. Additionally, because each state has a series of exempt securities predicated upon the particular facts of each transaction, it is not possible to determine if a proposed transaction by an existing shareholder would violate the securities laws of any particular state. In the event an existing shareholder or broker/dealer resells our securities in a state where such resale is prohibited, we believe that the seller thereof may be liable criminally, or civilly under that particular state's laws. Existing shareholders should exercise caution in the resale of their shares of Common stock in light of the foregoing.
Penny Stock Considerations.
Broker-dealer practices in connection with transactions in penny stocks are regulated by certain penny stock rules adopted by the Securities and Exchange Commission. Penny stocks generally are equity securities with a price of less than $5.00. Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules generally require that prior to a transaction in a penny stock, the broker-dealer make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction.
These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules. Our shares will likely be subject to such penny stock rules and our shareholders will in all likelihood find it difficult to sell their securities.
No market exists for our securities and there is no assurance that a regular trading market will develop, or if developed will be sustained. A shareholder in all likelihood, therefore, will not be able to resell the securities referred to herein should he or she desire to do so. Furthermore, it is unlikely that a lending institution will accept our securities as pledged collateral for loans unless a regular trading market develops. There are no plans, proposals, arrangements or understandings with any person with regard to the development of a trading market in any of our securities.
As of the date of this registration, the we had one (1) holders of record of our common
Stock. We currently have one class of Common Stock outstanding. We have not paid any
dividends since we were formed. There are no restrictions that limit our ability to pay
dividends, but we do not anticipate paying dividends in the near future.
Item 2. Legal Proceedings.
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We are not a party to any pending legal proceeding and we are not aware of any
contemplated legal proceeding by a governmental authority involving the company.
Item 3. Changes in and Disagreements with Accountants.
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During the two most recent fiscal years and the subsequent interim period, the company has
had no disagreement, resignation or dismissal of the principal independent accountant for
the company. The accountant for the company at this time has not been selected since the
company has not commenced operations.
Item 4. Recent Sales of Unregistered Securities.
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The following sets forth information relating to all previous sales by us which were not
registered under the Securities Act of 1933. On June 1, 2000, we issued 1,000,000 shares
of our Common Stock to Ulysses Thomas Ware for services rendered in the formation of the
company. The aforementioned securities were issued under an exemption from registration
provided by Section 4(2) of the Securities Act of 1933, as amended. We have never utilized
an underwriter for an offering of our securities. Other than the securities mentioned
above, we have not issued or sold any securities.
Item 5. Indemnification of Directors and Officers.
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Our Articles of Incorporation provide that to the fullest extent permitted by law, none of
our directors or officers shall be personally liable to us or our shareholders for damages
for breach of any duty owed to us or our shareholders. In addition, we shall have the
power, by our by-laws or in any resolution of our stockholders or directors, to undertake
to indemnify to officers and directors of ours against any contingency or peril as may be
determined to be in our best interest and in conjunction therewith, to procure, at our
expense, policies of insurance.
At this time, no statute or provision of the by-laws, any contract or other arrangement
provides for insurance or indemnification of any of our controlling persons, directors or
officers which would affect his or her liability in that capacity.
PART F/S
Item 1. Financial Statements and Exhibits.
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The company has not commenced operation and has not prepared financial statements
See Item 15(a) below.
Item 15(a) Financial Statements
For RGW Acquisition Corporation. IV, Inc.
By: /s/ Ulysses Thomas Ware
______________________________
Ulysses Thomas Ware
Chief Executive Officer
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