<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BURRARD TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
NEVADA 52-2273215
------------------------------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
William Robertson, President
Suite 1500, 885 West Georgia Street
Vancouver, British Columbia V6C 3E8
------------------------------- -------
(Name and address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (604) 833-5440
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this
Registration Statement.
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, check the
following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering. |__|
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. |__|
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. |__|
If delivery of the prospectus is expected to be made pursuant to Rule
434, check the following box. |__|
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------
TITLE OF EACH PROPOSED PROPOSED
CLASS OF MAXIMUM MAXIMUM
SECURITIES OFFERING AGGREGATE AMOUNT OF
TO BE AMOUNT TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED UNIT (1) PRICE (2) FEE (2)
--------------------------------------------------------------------------
Common Stock 3,229,000 shares $0.10 $322,900 $85.25
--------------------------------------------------------------------------
(1) Based on last sales price on August 9, 2000
(2) Estimated solely for the purpose of calculating the registration
fee in accordance with Rule 457 under the Securities Act.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES
THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN
ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL
THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE
COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY DETERMINE.
COPIES OF COMMUNICATIONS TO:
Michael A. Cane, Esq.
2300 W. Sahara Blvd., Suite 500
Las Vegas, NV 89102
(702) 312-6255
Fax (702) 312-6249
Agent for Service of Process
<PAGE>
SUBJECT TO COMPLETION, Dated December 14, 2000
PROSPECTUS
BURRARD TECHNOLOGIES, INC.
3,229,000 SHARES
COMMON STOCK
----------------
The selling shareholders named in this prospectus are offering all of
our shares of common stock offered through this prospectus. The
shares were acquired by the selling shareholders directly from us in
two private offerings that were exempt from registration under the US
securities laws.
Our common stock is presently not traded on any market or securities
exchange.
----------------
The purchase of the securities offered through this prospectus
involves a high degree of risk. See section entitled "Risk Factors"
on pages 4 - 7.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities
or passed upon the adequacy or accuracy of this prospectus. Any
representation to the contrary is a criminal offense.
----------------
The Date Of This Prospectus Is: December 14, 2000
<PAGE>
TABLE OF CONTENTS
PAGE
----
Summary ............................................................. 3
Risk Factors ........................................................ 4
Need For Additional Financing .................................. 4
Lack of Operating History And Expectation of Continued Losses .. 4
Lack of Profitability .......................................... 5
Development Stage Company ...................................... 5
Development of a Marketable Product ............................ 5
Need For Key Personnel ......................................... 5
Competition .................................................... 6
Small Group Of Controlling Stockholders ........................ 7
Volatile Stock Price ........................................... 7
Use of Proceeds ..................................................... 7
Determination of Offering Price ..................................... 7
Dilution ............................................................ 8
Selling Shareholders ................................................ 8
Plan of Distribution ................................................ 14
Legal Proceedings ................................................... 15
Directors, Executive Officers, Promoters and Control Persons ........ 15
Security Ownership of Certain Beneficial Owners and Management ...... 16
Description of Securities ........................................... 17
Interest of Named Experts and Counsel ............................... 17
Disclosure of Commission Position of Indemnification for
Securities Act Liabilities ........................................ 18
Organization Within Last Five Years ................................. 18
Description of Business ............................................. 18
Plan of Operations .................................................. 26
Description of Property ............................................. 29
Certain Relationships and Related Transactions ...................... 29
Market for Common Equity and Related Stockholder Matters ............ 29
Executive Compensation .............................................. 31
Financial Statements ................................................ 32
Changes in and Disagreements with Accountants ....................... 33
Available Information ............................................... 33
Until ______, all dealers that effect transactions in these
securities whether or not participating in this offering, may be
required to deliver a prospectus. This is in addition to the dealer'
obligation to deliver a prospectus when acting as underwriters and
with respect to their unsold allotments or subscriptions.
2
<PAGE>
SUMMARY
Burrard Technologies, Inc.
We were incorporated on April 5, 2000 under the laws of the state of
Nevada. Our principal offices are located at Suite 1500, 885 West
Georgia Street, Vancouver, British Columbia V6C 3E8.
Our Business and Business Strategy
Our business plan is to develop and market an Internet domain name
registration service business that will enable Internet users to
complete domain registrations using the Chinese language and Chinese
characters. We plan to develop a proprietary computer software
program that will enable the translation of domain names into English
and will automate the domain name registration process. We plan to
develop our www.internationalreg.com Internet web site as an Internet
web portal site where Internet users can access our domain name
registration services. Our computer software program will be
integrated into our Internet portal web site and will be designed to
automate the process of submission of Internet web page information
to major Internet search engines. We plan to market our domain name
registration services under the brand name International Reg.
Once we have completed development of our computer software and
Internet portal web site, we plan to market our International Reg
portal web site to Internet service providers and Chinese Internet
users. Our plan is to earn revenue from domain name registrations
completed by users through our Internet portal web site.
We acquired the rights to develop the International Reg software and
the www.internationalreg.com web site on May 24, 2000 from Pan Ocean
Consulting Ltd.
We have only recently commenced the development of the International
Reg software and portal web site and we have yet to earn any
revenues. The International Reg software and portal web site is
still in the conceptual stage of development and is not ready for
commercial use or sale. We have also not started operations of our
web site. Accordingly, our business operations are in the start-up
phase.
Securities Being Offered Up to 3,229,000 shares of common stock. The
offering price will be determined by market
factors and the independent decisions of the
selling shareholders.
Minimum Number of Shares None.
To Be Sold in This Offering
Securities Issued
And to be Issued 5,729,000 shares of common stock are issued
and outstanding as of the date of this
prospectus. All of the common stock to be
sold under this prospectus will be sold by
existing shareholders.
Use of Proceeds We will not receive any proceeds from the
sale of the common stock by the selling
shareholders.
3
<PAGE>
RISK FACTORS
An investment in our common stock involves a high degree of risk.
You should carefully consider the risks described below and the other
information in this prospectus and any other filings we may make with
the United States Securities and Exchange Commission in the future
before investing in our common stock. If any of the following risks
occur, our business, operating results and financial condition could
be seriously harmed. The value of our common stock could decline due
to any of these risks, and you could lose all or part of your
investment.
If We Do Not Obtain Additional Financing, Our Business Will Fail
As of August 31, 2000, we had cash in the amount of $165. Our
business plan calls for significant expenses in connection with the
development of our International Reg software and portal web site.
In addition, we anticipate that revenues from operations will not be
realized until sometime after development of our International Reg
software and portal web site is complete. Accordingly, we will
require additional financing in order to finance this development
expense. We do not have any arrangements for financing and we can
provide no assurance that we will be able to obtain the required
financing when needed. Obtaining additional financing will be
subject to a number of factors, including:
* Market conditions;
* Investor acceptance of our business plan; and
* Investor sentiment.
These factors may make the timing, amount, terms and conditions of
additional financing unattractive or unavailable to us. If we are not
successful in achieving financing in the amount necessary to develop
and market our International Reg software and portal web site, then
we will not be able to achieve revenues and our business will fail.
Because We Have Only Recently Commenced Business Operations, We Face
A High Risk of Business Failure
We were incorporated in April 2000. We acquired the rights to develop
the International Reg software and portal web site and the
www.internationalreg.com web site address in May 2000. We are
presently in the process of commencing development of the proprietary
computer software and Internet portal web site that will be required
for us to complete our business plan. We have not yet earned any
revenues and we will not be able to earn any revenues until
development of our computer software and web site is complete.
Accordingly, we have no operating history from which investors can
evaluate our business. An investor should consider the risks,
expenses and uncertainties that an early stage company like ours
faces. These risks include our ability to:
* Develop a functioning software product;
* Develop a web site to market our domain name registration
services once development is complete;
* Successfully market our domain name registration services
once development of our computer software and portal web site
is complete;
* Convince potential customers to use our domain name
registration services;
* Respond effectively to competitive pressures;
4
<PAGE>
* Continue to develop and upgrade our computer software and
portal web site once development is complete in order to
remain competitive.
If we are unsuccessful in addressing these risks, our business will
most likely fail.
Because We Have Only Recently Commenced Business Operations, We
Expect to Incur Operating Losses For The Foreseeable Future
We have never been profitable or made any income whatsoever. As of
August 31, 2000, we had an accumulated deficit of approximately
$71,817. Prior to completion of our computer software and portal web
site, we anticipate that we will incur increased operating expenses
without realizing any revenues from sales. We therefore expect to
incur significant losses throughout the next 12 months and recognize
that if we are unable to generate significant revenues from our
planned domain name registration services, we will not be able to
achieve profitability or continue operations.
Because We Are A Development Stage Company, Our Business Has A High
Risk Of Failure
As noted in our financial statements that are included with this
prospectus, we are a development stage company that is currently
developing a computer software product. These conditions, as
indicated in Note 1 to the financial statements, raise substantial
doubt as to our continuance as a going concern. To date, we have not
completed the development of a working domain name registration
system and we can provide no assurance that the service we are
currently developing will have a commercial application. The success
of our business operations will depend upon our ability to obtain
further financing to complete successful development of the program
and to attain profitable operations. It is not possible at this time
for us to predict with assurance the outcome of these matters. If we
are not able to complete successful development of the program and
attain profitable operations, then our business will fail.
If We Are Unable to Develop A Marketable Product, Then Our Business
Will Fail
The International Reg computer software and portal web site are
currently in the development stage. In order to commence sales of
our domain name registration services, we will have to develop our
International Reg software and our Internet portal web site. In
addition, we will have to integrate the software into the web site
prior to realizing any sales revenue. We will also have to complete
testing of both our computer software and our Internet portal web
site prior to commencing commercial operations in order to ensure
that the software and the web site are functioning properly and are
capable of being marketed to the public. If we are unable to develop
a final software product or if we are unable to successfully
integrate the software product into our Internet portal web site, we
will not be able to earn any revenues. Our failure to earn revenues
will cause our business to fail.
If We Are Unable To Hire And Retain Key Personnel, We May Not Be Able
To Develop The Necessary Software And Our Business May Fail
Our business plan calls for the programming of the International Reg
domain registration software, the programming of our Internet portal
web site and the integration of our computer software into our
Internet portal web site. The completion of these tasks will require
that we hire or engage qualified computer programmers and technical
personnel who can develop the computer software and portal web site
as a fully functioning on-line domain name registration service.
Once development of our domain name registration service is complete,
we will require sales and marketing personnel with experience in
5
<PAGE>
the computer software and Internet industries that are capable of
implementing a successful marketing plan for our business. These
computer programmers, technical personnel and sales and marketing
personnel are in high demand and we may not be able to attract the
staff we need at a cost that is within our operating budget. In
addition, we may lose employees or consultants that we hire due to
higher salaries and fees being offered by competitors or other
businesses in the computer and Internet industries.
Our officers and directors, Mr. William Robertson and Mr. Nick
Sirsiris, presently devote only 50% of their business time to the
management of our business. There is no assurance that either Mr.
Robertson or Mr. Sirsiris will be able to devote sufficient amounts
of their business time to enable us to implement our business plan.
If Mr. Robertson and Mr. Sirsiris do not devote a sufficient amount
of their business time to the management of our business, then our
business may fail.
If We Are Not Able To Effectively Respond To Competition, Our
Business May Fail
We will face competition from competitors who are presently engaged
in the business of domain name registration services. These
competitors include large, well-established companies such as Network
Solutions.com, Domain Registrations.com and Registers.com. These
competitors are well-established domain registration service
providers that have established brand-recognition with consumers. We
will attempt to compete against these competitors by developing the
International Reg software and Internet portal web site to offer
Chinese users the ability to complete domain name registrations in
the Chinese language using Chinese characters. However, there is no
assurance that competitors will not develop competing domain name
registration services that enable Chinese users to complete
registrations in the Chinese language using Chinese characters and
integrate with the established operations of our competitors . In
addition, we may face competition based on price. If our competitors
reduced the fees charged for their domain name registration services,
then it may not be possible for us to market our domain name
registration services at a price that is economically viable.
Increased competition could result in:
* Lower than projected revenues from domain name registrations;
* Price reductions and lower profit margins;
* Our inability to convince Chinese users to use our domain
name registration services to complete domain name
registrations;
* Our inability to convince Chinese users to complete domain
name registrations in Chinese, rather than in English or in
English characters using traditional English language based
domain name registration services.
Any one of these results could adversely affect our business,
financial condition and results of operations. In addition, our
competitors may develop competing products that achieve greater
market acceptance. It is also possible that new competitors may
emerge and acquire significant market share. Our inability to achieve
sales and revenue due to competition will have an adverse effect on
our business, financial condition and results of operations.
6
<PAGE>
Because A Small Group Of Existing Stockholders Own a Majority of Our
Outstanding Common Stock, Investors May Find That Future Corporate
Decisions Are Controlled By This Group
Our directors, executive officers and affiliates beneficially own
approximately 43.6% of the outstanding shares of our common stock.
Accordingly, they will have significant influence in determining the
outcome of all corporate transactions, including mergers,
consolidations and the sale of all or substantially all of our
assets, and also the power to prevent or cause a change in control.
The interests of these stockholders may differ from the interests of
the other stockholders.
If A Market For Our Common Stock Does Develop, Our Stock Price May Be
Volatile
There is currently no market for our common stock and there is no
assurance that a market will develop. If a market develops, we
anticipate that the market price of our common stock will be subject
to wide fluctuations in response to several factors including:
* Our ability to complete the development of the International
Reg Internet portal web site;
* Our ability to complete development of a commercially
operating domain name registration business;
* Our ability to generate revenues from the International Reg
portal web site;
* Our ability to generate brand recognition of the
International Reg Internet portal web site and acceptance by
consumers;
* Increased competition from competitors who offer competing
services; and
* Our financial condition and results of our operations.
We can provide no assurance to investors that our common stock will
be traded on any exchange or electronic quotation service.
Forward-Looking Statements
This prospectus contains forward-looking statements that involve
risks and uncertainties. We use words such as anticipate, believe,
plan expect, future, intend and similar expressions to identify such
forward-looking statements. You should not place too much reliance
on these forward-looking statements. Our actual results are most
likely to differ materially from those anticipated in these forward-
looking statements for many reasons, including the risks faced by us
described in the this Risk Factors section and elsewhere in this
prospectus.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the common stock
offered through this prospectus by the selling shareholders.
DETERMINATION OF OFFERING PRICE
We will not determine the offering price of the common stock. The
offering price will be determined by market factors and the
independent decisions of the selling shareholders.
7
<PAGE>
DILUTION
The common stock to be sold by the selling shareholders is common
stock that is currently issued and outstanding. Accordingly, there
will be no dilution to our existing shareholders.
SELLING SHAREHOLDERS
The selling shareholders named in this prospectus are offering all of
the 3,229,000 shares of common stock offered through this prospectus.
The shares include the following:
1. 3,000,000 shares of our common stock that the selling
shareholders acquired from us in an offering that was exempt
from registration under Regulation S of the Securities Act of
1933 and completed on June 30, 2000;
2. 229,000 shares of our common stock that the selling shareholders
acquired from us in an offering that was exempt from
registration under Regulation S of the Securities Act of 1933
and completed on August 9, 2000;
The following table provides as of December 14, 2000, information
regarding the beneficial ownership of our common stock held by each
of the selling shareholders, including:
1. the number of shares owned by each prior to this offering;
2. the total number of shares that are to be offered for each;
3. the total number of shares that will be owned by each upon
completion of the offering;
4. the percentage owned by each; and
5. the identity of the beneficial holder of any entity that owns
the shares.
Total
Shares Total Number Shares To
Owned Of Shares To Be Owned Percent
Prior Be Offered Upon Com- Owned Upon
Name Of To This For Selling Pletion Of Completion
Selling Offer- Shareholders This Of This
Stockholder Ing Account Offering Offering
-------------------------------------------------------------------------
MARCELA KAM 270,000 270,000 NIL NIL
Casilla 997,
Correo La Serena,
Chile
ROBERT ROSNER 265,000 265,000 NIL NIL
#3362,
349 W. Georgia St.
Vancouver, BC V6G 3Y3
FRANCOIS MACKAY 250,000 250,000 NIL NIL
#400,
73 Water Street
Vancouver, BC V6G 1A1
8
<PAGE>
TABLE IS CONTINUED FROM PAGE 8
Total
Shares Total Number Shares To
Owned Of Shares To Be Owned Percent
Prior Be Offered Upon Com- Owned Upon
Name Of To This For Selling Pletion Of Completion
Selling Offer- Shareholders This Of This
Stockholder Ing Account Offering Offering
-------------------------------------------------------------------------
BARB ST. ELOI 270,000 270,000 NIL NIL
11725 - 84 Avenue
North Delta, BC
V4C 2M2
WILLIAM CHANG 270,000 270,000 NIL NIL
4275 Lancelot Drive
Richmond, BC
V7C 4S4
LAURENCE SOOKOCHOFF 265,000 265,000 NIL NIL
#4463 West 1st Avenue
Vancouver, BC V6R 4H9
WALLY BOGUSKI 250,000 250,000 NIL NIL
Suite 1001,
543 Granville Street
Vancouver, BC V6C 1X8
GEORGE DELMAS 235,000 235,000 NIL NIL
Suite 510,
910 Burrard Street
Vancouver, BC V6C 3A8
KENNETH R. TANGEN 230,000 230,000 NIL NIL
15156 Buena Vista Avenue
White Rock, BC V4B 1Y3
MARK TODOROVIC 235,000 235,000 NIL NIL
3245 East 16th Avenue
Vancouver, BC V5M 2M8
LANCE MORGINN 215,000 215,000 NIL NIL
P.O. Box 18008
2225 West 41st Avenue
Vancouver, BC V6M 4L3
9
<PAGE>
TABLE IS CONTINUED FROM PAGE 9
Total
Shares Total Number Shares To
Owned Of Shares To Be Owned Percent
Prior Be Offered Upon Com- Owned Upon
Name Of To This For Selling Pletion Of Completion
Selling Offer- Shareholders This Of This
Stockholder Ing Account Offering Offering
-------------------------------------------------------------------------
SCOTT A. YOUNG 245,000 245,000 NIL NIL
2816 Bellevue Avenue
Vancouver, BC V7Y 1E8
ABBEY INVESTMENT 1,000 1,000 NIL NIL
MANAGEMENT LTD.
P.O. Box 2973,
#11 Old Parham Road
St. Johns, Antigua
Beneficial Owner:
JEANETTE AU 7,000 7,000 NIL NIL
#7 - 11511 Cambie Road
Richmond, BC
MARSHALL BERTRAM 10,000 10,000 NIL NIL
15652 Aster Road
Surrey, BC V4A 1Y5
JASON BUCK 10,000 10,000 NIL NIL
145 West 44th Avenue
Vancouver, BC V5Y 2V3
JORDAN BUCK 12,500 12,500 NIL NIL
11671 Astec Street
Richmond, BC V6X 1H9
PAMELA BUCK 12,000 12,000 NIL NIL
11671 Astec Street
Richmond, BC V6X 1H9
FERNANDO CATALA 9,500 9,500 NIL NIL
#410 - 1850 Eighth Avenue
Vancouver, BC
10
<PAGE>
TABLE IS CONTINUED FROM PAGE 10
Total
Shares Total Number Shares To
Owned Of Shares To Be Owned Percent
Prior Be Offered Upon Com- Owned Upon
Name Of To This For Selling Pletion Of Completion
Selling Offer- Shareholders This Of This
Stockholder Ing Account Offering Offering
-------------------------------------------------------------------------
JAYE GAZELEY 1,000 1,000 NIL NIL
C-3, 238 East 10th Avenue
Vancouver, BC V5T 1Z5
INVERSIONES MARQUIS 15,000 15,000 NIL NIL
DEL OESTE S.A.
75 Meters Oeste Villas
Cariari Pasa Numero 1
Belem Heredia, Costa Rica
Beneficial Owner:
Jose Pablo Flores Barahona
MICHAEL IVERSON 500 500 NIL NIL
24549 53rd Avenue
Langley, BC
STEFANIE LATSOS 1,000 1,000 NIL NIL
C-3, 238 East 10th Avenue
Vancouver, BC V5T 1Z5
JAMES LI 10,000 10,000 NIL NIL
3498 Falaise Avenue
Vancouver, BC V5M 4C1
GARY LO 15,000 15,000 NIL NIL
1868 West 61st Avenue
Vancouver, BC V6P 2C4
MONA LO 12,000 12,000 NIL NIL
3232 East 49th Avenue
Vancouver, BC V5S 1C3
11
<PAGE>
TABLE IS CONTINUED FROM PAGE 11
Total
Shares Total Number Shares To
Owned Of Shares To Be Owned Percent
Prior Be Offered Upon Com- Owned Upon
Name Of To This For Selling Pletion Of Completion
Selling Offer- Shareholders This Of This
Stockholder Ing Account Offering Offering
-------------------------------------------------------------------------
DIANA LUI 10,000 10,000 NIL NIL
3402 Amberly Place
Vancouver, BC
JODY MORITA 10,000 10,000 NIL NIL
145 West 44th Avenue
Vancouver, BC V5Y 2V3
SUSAN MORITA 14,000 14,000 NIL NIL
145 West 44th Avenue
Vancouver, BC V5Y 2V3
DON ROGELSTAD 9,000 9,000 NIL NIL
1006 Ogden Street
Coquitlam, BC V3C 3P1
NADELAY ROGELSTAD 7,500 7,500 NIL NIL
1006 Ogden Street
Coquitlam, BC V3C 3P1
GRAEME ROWLAND 9,000 9,000 NIL NIL
Box 2, 416 Avenue
Bruguann, 1180 Uccle
Bruxelles, Belgium
DAWN SAXON 500 500 NIL NIL
#26, 3295 Sunnyside Road
Anmore, BC V3H 4Z4
GEOFFREY SAXON 1,000 1,000 NIL NIL
#26, 3295 Sunnyside Road
Anmore, BC V3H 4Z4
12
<PAGE>
TABLE IS CONTINUED FROM PAGE 12
Total
Shares Total Number Shares To
Owned Of Shares To Be Owned Percent
Prior Be Offered Upon Com- Owned Upon
Name Of To This For Selling Pletion Of Completion
Selling Offer- Shareholders This Of This
Stockholder Ing Account Offering Offering
-------------------------------------------------------------------------
MICHAEL SOLONIUK 15,000 15,000 NIL NIL
3248 Adanac Street
Vancouver, BC V5K 2P1
MELANIE STOKES 7,000 7,000 NIL NIL
#216 - 1220 Falcon Drive
Port Coquitlam, BC V3E 2E5
THOMAS STOKES 15,000 15,000 NIL NIL
#216 - 1220 Falcon Drive
Port Coquitlam, BC V3E 2E5
GINO VARNIER 1,000 1,000 NIL NIL
5470 Meadfeild Lane
West Vancouver, BC V7W 3G3
SANDRA VARNIER 1,000 1,000 NIL NIL
5470 Meadfeild Lane
West Vancouver, BC V7W 3G3
HERB C. WONG 12,500 12,500 NIL NIL
3401 Amberley Place
Vancouver, BC
-------------------------------------------------------------------------
Except as otherwise noted in this list, the named party beneficially
owns and has sole voting and investment power over all shares or
rights to these shares. The numbers in this table assume that none
of the selling shareholders sells shares of common stock not being
offered in this prospectus or purchases additional shares of common
stock, and assumes that all shares offered are sold. The percentages
are based on 5,729,000 shares of common stock outstanding on December
14, 2000.
Other than Mr. Robert Rosner, none of the selling shareholders or
their beneficial owners:
13
<PAGE>
* has had a material relationship with the company other than
as a shareholder at any time within the past three years; or
* has ever been an officer or directors of the company or any
of its predecessors or affiliates.
Mr. Robert Rosner is the beneficial owner of Pan Ocean Consulting
Ltd. We acquired the rights to develop our International Reg
software and web site from Pan Ocean Consulting Ltd. in consideration
for a purchase price of $32,000 paid in cash. Mr. Rosner is the
owner of 265,000 shares of our common stock.
PLAN OF DISTRIBUTION
The selling shareholders may sell some or all of their common stock
in one or more transactions, including block transactions:
1. On such public markets or exchanges as the common stock may
from time to time be trading;
2. In privately negotiated transactions;
3. Through the writing of options on the common stock;
4. In short sales; or
5. In any combination of these methods of distribution.
The sales price to the public may be:
1. The market price prevailing at the time of sale;
2. A price related to such prevailing market price; or
3. Such other price as the selling shareholders determine from
time to time.
The shares may also be sold in compliance with the Securities and
Exchange Commission's Rule 144.
The selling shareholders may also sell their shares directly to
market makers acting as principals or brokers or dealers, who may act
as agent or acquire the common stock as a principal. Any broker or
dealer participating in such transactions as agent may receive a
commission from the selling shareholders, or, if they act as agent
for the purchaser of such common stock, from such purchaser. The
selling shareholders will likely pay the usual and customary
brokerage fees for such services. Brokers or dealers may agree with
the selling shareholders to sell a specified number of shares at a
stipulated price per share and, to the extent such broker or dealer
is unable to do so acting as agent for the selling shareholders, to
purchase, as principal, any unsold shares at the price required to
fulfill the respective broker's or dealer's commitment to the selling
shareholders. Brokers or dealers who acquire shares as principals may
thereafter resell such shares from time to time in transactions in a
market or on an exchange, in negotiated transactions or otherwise, at
market prices prevailing at the time of sale or at negotiated prices,
and in connection with such re-sales may pay or receive commissions
to or from the purchasers of such shares. These transactions may
involve cross and block transactions that may involve sales to and
through other brokers or dealers. If applicable, the selling
shareholders may distribute shares to one or more of their partners
who are unaffiliated with us. Such partners may, in turn, distribute
such shares as described above. We can provide no assurance that all
or any of the common stock offered will be sold by the selling
shareholders.
14
<PAGE>
We are bearing all costs relating to the registration of the common
stock. The selling shareholders, however, will pay any commissions
or other fees payable to brokers or dealers in connection with any
sale of the common stock.
The selling shareholders must comply with the requirements of the
Securities Act and the Securities Exchange Act in the offer and sale
of the common stock. In particular, during such times as the selling
shareholders may be deemed to be engaged in a distribution of the
common stock, and therefore be considered to be an underwriter, they
must comply with applicable law and may, among other things:
1. Not engage in any stabilization activities in connection with
our common stock;
2. Furnish each broker or dealer through which common stock may be
offered, such copies of this prospectus, as amended from time to
time, as may be required by such broker or dealer; and
3. Not bid for or purchase any of our securities or attempt to
induce any person to purchase any of our securities other than
as permitted under the Securities Exchange Act.
LEGAL PROCEEDINGS
We are not currently a party to any legal proceedings. Our agent for
service of process in Nevada is Michael A. Cane, 2300 West Sahara
Avenue, Suite 500, Box 18, Las Vegas, Nevada 89102.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Our executive officers and directors and their respective ages as of
December 14, 2000 are as follows:
Directors:
Name of Director Age
-------------------- ----
William Robertson 27
Nick Sirsiris 65
Executive Officers:
Name of Officer Age Office
--------------------- ---- -------
William Robertson 27 President and
Chief Executive Officer
Nick Sirsiris 65 Secretary, Treasurer and
Chief Financial Officer
Set forth below is a brief description of the background and business
experience of each of our executive officers and directors for the
past five years.
Mr. William Robertson is our president and chief executive officer
and is a member of our board of directors. Mr. Robertson was
appointed to our board of directors on April 5, 2000. Mr. Robertson
was appointed as our president on April 5, 2000. Mr. Robertson was
an investment advisor with Canaccord
15
<PAGE>
Capital of Vancouver, British Columbia from May 1993 to November 1997.
Mr. Roberston was an investment advisor with Southwest Securities from
November 1997 to November 1998. Mr. Robertson has been engaged in
providing financial consulting services to private and public companies
since December 1998 through his private company, Billco Trading Co. Ltd.
Mr. Robertson is a director and the president and secretary of Knoway
Ventures Inc., a company formerly traded on the OTC Bulletin Board.
Mr. Robertson joined Knoway Ventures in March 2000.
Mr. Nick Sirsiris is our secretary, treasurer and chief financial
officer and is a director of the Company. Mr. Sirsiris was appointed to
our board of directors on April 5, 2000. Mr. Sirsiris was appointed as
our secretary, treasurer and chief financial officer on April 5, 2000.
Mr. Sirsiris is a self-employed entrepreneur and businessman. Mr.
Sirsiris was the sole proprietor of the Delphi Restaurant in Vancouver,
Canada from 1974 to July 1998. Mr. Sirsiris has been a self-employed
business consultant since August 1998. Mr. Sirsiris is presently a
director of Knoway Ventures, Inc., a company that is publicly traded on
the National Quotation Bureau pink sheet market. Knoway Ventures is
involved in the development of proprietary secured transaction
technology for Internet electronic commerce transactions. Mr. Sirsiris
has been a director of Knoway Ventures since December 1999.
Term of Office
Our Directors are appointed for a one-year term to hold office until
the next annual general meeting of our shareholders or until removed
from office in accordance with our bylaws. Our officers are appointed
by our board of directors and hold office until removed by the board.
Our directors do not currently receive any compensation for their
services in acting as directors.
Significant Employees
We have no significant employees other than the officers and
directors described above.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table provides the names and addresses of each person
known to us to own more than 5% of our outstanding common stock as of
December 14, 2000, and by the officers and directors, individually
and as a group. Except as otherwise indicated, all shares are owned
directly.
Name and address Amount of Percent
Title of class of beneficial owner beneficial ownership of class
-------------- ------------------- -------------------- --------
Common Stock William Robertson 1,250,000 shares 21.8%
Director, President &
Chief Executive Officer
828 West 7th Avenue
Vancouver, BC V5Z 1C1
Common Stock Nick Sirsiris 1,250,000 shares 21.8%
Director, Secretary,
Treasurer & Chief
Financial Officer
Suite 507, 1455 East 3rd Avenue
Vancouver, BC V5N 1Z7
16
<PAGE>
Common Stock All Officers and
Directors 2,500,000 shares 43.6%
as a Group that
consists of 2 persons.
-------------------------------------------------------------------------
The percent of class is based on 5,729,000 shares of common stock
issued and outstanding as of December 14, 2000.
DESCRIPTION OF SECURITIES
General
Our authorized capital stock consists of 25,000,000 shares of common
stock at a par value of $0.001 per share.
Common Stock
As of December 14, 2000, there were 5,729,000 shares of our common
stock issued and outstanding that were held by approximately forty-
two (42) stockholders of record.
Holders of our common stock are entitled to one vote for each share
on all matters submitted to a stockholder vote. Holders of common
stock do not have cumulative voting rights. Therefore, holders of a
majority of the shares of common stock voting for the election of
directors can elect all of the directors. Holders of our common
stock representing a majority of the voting power of our capital
stock issued and outstanding and entitled to vote, represented in
person or by proxy, are necessary to constitute a quorum at any
meeting of our stockholders. A vote by the holders of a majority of
our outstanding shares is required to effectuate certain fundamental
corporate changes such as liquidation, merger or an amendment to our
articles of incorporation.
Holders of common stock are entitled to share in all dividends that
the board of directors, in its discretion, declares from legally
available funds. In the event of a liquidation, dissolution or
winding up, each outstanding share entitles its holder to participate
pro rata in all assets that remain after payment of liabilities and
after providing for each class of stock, if any, having preference
over the common stock. Holders of our common stock have no pre-
emptive rights, no conversion rights and there are no redemption
provisions applicable to our common stock.
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 parents or subsidiaries.
Nor was any such person connected with the registrant or any of its
parents or subsidiaries as a promoter, managing or principal
underwriter, voting trustee, director, officer, or employee.
Cane & Company, LLC, our independent legal counsel, has provided an
opinion on the validity of our common stock.
17
<PAGE>
The financial statements included in this prospectus and in the
registration statement have been audited by BDO Dunwoody, LLP,
chartered accountants, to the extent and for the period set forth in
their report appearing elsewhere herein and in the registration
statement, and are included in reliance upon such report given upon
the authority of said firm as experts in auditing and accounting.
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES
ACT LIABILITIES
Our directors and officers are indemnified as provided by the Nevada
Revised Statutes and our Bylaws. We have been advised that in the
opinion of the Securities and Exchange Commission indemnification for
liabilities arising under the Securities Act 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 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 our legal counsel the
matter has been settled by controlling precedent, submit the question
of whether such indemnification is against public policy to a court
of appropriate jurisdiction. We will then be governed by the court's
decision.
ORGANIZATION WITHIN LAST FIVE YEARS
We were incorporated on April 5, 2000 under the laws of the state of
Nevada. We acquired the rights to develop our International Reg
software and the www.internationalreg.com web site on May 24, 2000
from Pan Ocean Consulting Ltd. in consideration for a purchase price
of $32,000.
Mr. Robert Rosner, one of our shareholders, beneficially owns Pan
Ocean Consulting Ltd.
Mr. William Robertson, our president and a director, and Mr. Nick
Sirsiris, our secretary and treasurer and a director, have been our
sole promoters since our inception. Other than the purchase of their
stock, neither Mr. Robertson nor Mr. Sirsiris has entered into any
agreement with us in which he is to receive from us or provide to us
any thing of value. Each of Mr. Robertson and Mr. Sirsiris has
acquired 1,250,000 shares of our common stock at a price of $0.001 US
per share. Each of Mr. Robertson and Mr. Sirsiris paid a total
purchase price of $1,250 for their shares. Mr. Robertson and Mr.
Sirsiris purchased these shares effective May 7, 2000.
DESCRIPTION OF BUSINESS
Our business plan is to develop and market our
www.internationalreg.com Internet web site as a domain name
registration business that has, at its core, the ability for Chinese
Internet users to register domain names internationally and in the
Chinese language. We plan to develop a computer software program
that will enable the translation of the Chinese language into the
English language in order to enable Chinese users to submit Internet
domain name registrations to international registration services.
The computer software we plan to develop will enable users to enter
domain registration names in the Chinese language and characters
through our web site and achieve registration of their domain names
in English. In order to pursue this business plan, we plan to
develop an Internet service provider business that will enable us to
operate our business as an Internet portal web site where our domain
name registration services are offered on-line to potential
customers. Our computer software will be integrated into our
Internet portal web site in order to enable us to provide these
domain name registration services.
18
<PAGE>
Upon completion, we plan to market our domain name registration
services to Internet service providers and to Chinese Internet users.
We anticipate that our primary source of revenue will come from
registering international domain names, initially in Chinese, and
eventually in other languages.
We have only recently commenced the development of the International
Reg software and portal web site and we have yet to earn any
revenues. The International Reg software and portal web site is
still in its conceptual stage of development and is not ready for
commercial use or sale. We have not started operations of our web
site.
Industry Background
1. Growth of the Internet and the World Wide Web
The Internet and the World Wide Web are experiencing dramatic growth
in terms of the number of users. The growth in the number of web
users and the amount of time users spend on the web is being driven
by the increasing importance of the Internet as a communications
medium and an information resource and a sales and distribution
channel. As Internet usage continues to grow, advertisers and
electronic commerce marketers are increasingly using the web to
locate customers, advertise and facilitate transactions.
2. Registration of Internet Domain Names
Internet Corporation for Assigned Names and Numbers governs
registration of domain names on the Internet. ICANN is a non-profit,
private sector corporation formed in 1995 by a broad coalition of the
Internet's business, technical, and academic interests worldwide.
ICANN is recognized as the global consensus entity to coordinate the
technical management of the Internet's domain name system, the
allocation of IP address space, the assignment of protocol parameters
and the management of the root server system. ICANN has now
accredited a number of private companies to add to the global domain
name database. This is called the shared registration system. Our
business plan is to pursue accreditation as a domain registration
company by ICAAN so that we can complete domain name registrations
for our customers.
3. The Chinese Internet Market
China's Internet market is the fastest growing Internet market in
Asia. The total number of Chinese websites doubled from 15,153 in
December 1999 to 27,289 in June 2000. There are expected to be over
55,000 registered websites originating in China by June 2001
according to Jupiter Communications.
4. Our Market Opportunity
We believe that there will be strong demand in China for domain
registration services that enable Chinese users to register domain
names in their own language and using Chinese characters. Our
belief is based on the large growth that has occurred in the Chinese
Internet market to date and the increased growth that is forecast for
this market.
19
<PAGE>
Description of the International Reg Business
We plan to develop and offer an international language domain name
registration service for Internet users. Our domain name
registration system will be comprised of an Internet portal web site
and a proprietary computer software package that is integrated into
our web site. Internet users accessing our web site will be able to
complete on-line domain name registrations in their native language
using our proprietary computer software.
We plan to initially develop a computer software package for use by
Chinese Internet users. We plan on expanding our domain name
registration system to include additional languages once we have
developed our computer software for the Chinese market and our
Internet portal web site is fully operational.
We plan to develop computer software that will enable users to enter
domain names in the Chinese language and in Chinese characters. The
computer software will incorporate a Chinese to English translation
software engine to enable the translation of Chinese into English.
The computer software would be integrated into the Internet portal
web site that we plan to develop to enable users to complete domain
name registrations. Users would access our domain name registration
services through our portal web site on the Internet. Users would
log on to our web site and would be able to enter desired domain
names in the Chinese language and in Chinese characters. Once a
domain name is entered, the software would translate the domain name
into the English language. The domain name would be submitted for
domain name registration in the English language. The user would
then be advised of the results of the registration through our
Internet portal web site.
Our software and Internet portal web site would enable a Chinese user
to register a domain name using the Chinese language, thus
simplifying the registration and domain name purchasing process for
the Chinese Internet user. Without our registration service, a
Chinese person would have to complete the domain name registration
process in English. In addition to this translation feature, we will
attempt to design our computer software to be easy to use in order to
simplify and speed up the domain name registration process for users.
Market for the International Reg Business
We believe that the principal market for our International Reg domain
name registration services will be web site developers, personal web
page developers and Chinese Internet service provider businesses. We
plan to structure our business in order that we can develop new
revenue streams for our customers by enabling them to re-sell our
domain name registration services for the payment of a commission.
We plan to design our domain registration service to be able to
generate additional revenues from providing the following services:
* Transferring a domain name from one owner to another
* URL forwarding to another domain address
* Business resources, such as trademark services and country
level registries
* Links to other sites such as search engine registration and
web host searching
* Advertising space for other companies
20
<PAGE>
Business Plan for the Development Of The International Reg Business
The elements of our business plan to develop the International Reg
software and portal web site into a domain name registration service
business are summarized as follows:
1. Development of the Chinese Registration Software
The first stage in the completion of our business plan will be the
development of the Chinese registration software that will be the
core of our domain name registration services. We anticipate that
this computer software will incorporate a Chinese to English software
translation engine that has already been developed by a third party.
Our plan is to license this software and incorporate it into our
software in order to enable us to provide the domain name
registration services.
We have explored the concept and analyzed the preliminary
requirements for the development of the software. The software will
operate on a Unix platform, for both security and performance
reasons. We anticipate the programming languages involved in writing
the software will include C++, ASP, XML and Visual Basic Script.
This software will be developed to function as a translator from
Chinese characters to English characters. Currently, a Chinese
Internet user must spell each English character in order to reach an
English domain name. This software will allow Chinese abbreviations
to automatically translate to English text and bring up the
appropriate Internet web domain.
We have not yet identified the software translation engine that we
will incorporate into our software. Once we have identified
appropriate software, we will be required to negotiate a purchase or
license agreement for this software. The software engine will be
required to have the power, flexibility experience, sophistication,
and price point to perform the translation functions within our
criteria. Once acquired, we plan to customize the software, add new
features and design a new interface for the translation engine in
order to incorporate it into our software.
We plan to hire a software development team on a contract basis that
will be responsible for all technical implementation and coding of
the software. Our internal project manager will be responsible for
monitoring the progress and performance of the software development
firm.
2. Development of the International Reg Portal Web Site
The second stage in the completion of our business plan will be the
development of our Internet portal at our www.internationalreg.com
web site. We plan to complete the development of our web site at the
same time as we complete development of the International Reg
software. Software development will thus be our initial development
focus. We plan to start our web site development approximately
halfway through our software development process in order to co-
ordinate scheduling so that the web site is completed immediately
after the software is ready to integrate into the web site.
Our plan is to develop our web site to incorporate the following main
areas:
* Client Area
-----------
The main entryway into our web site will be our client area.
This is the area of our web site where we plan to sell our
domain name registration services. We will also gather
information regarding our users and our web site functionality
from this area. Our web site shopping cart and all e-commerce
functions will be located in this area of our web site.
21
<PAGE>
* Resellers Area
--------------
This will be a dedicated area where affiliates and resellers of
our domain name registration services will be able to learn more
about our software.
* Support
-------
Users and licensees of the domain name registration services
will be able to go to this area to have all of their questions
answered either by a question and answer section or via email to
an internal customer support person.
We have constructed an interim web site at www.internationalreg.com
for the purposes of communicating with potential customers and
business partners. This site has a very basic description of our
product, our company and some contact information.
We plan to outsource the development of the web site to a firm with
proven expertise at designing building and maintaining web sites of
this nature. Our management has identified several companies that
have the capability to complete development of web sites of this
nature. Upon the commissioning of a firm to build the web site, we
plan to hire a production manager to work within our offices to
ensure proper project deliverables, budget and timeline criteria are
met. We anticipate that this person will be a sophisticated website
developer with experience in the coding language defined as the most
appropriate by the development firm. We anticipate the web site
portal will be developed using the following programming languages;
Java, html, flash and DHTML for the user and web interfaces. We are
considering the integration of the following e-commerce programs into
the web site: (a) Sun Commerce, (b) Ecommplace, and (c) Pryzon. The
selected development firm will complete a detailed development plan
immediately after funding and will co-ordinate with marketing of our
International Reg domain name registration services.
3. Marketing of the International Reg Business
Our objective will be to commence marketing of our domain name
registration business upon completion of development of the
International Reg software and portal web site. Our marketing
strategy is proposed to include the following elements:
Search Engines Directories, Regional Indexes and Business Indexes
We will seek to register and list our web addresses with search
engines and directories such as Lycos, Yahoo, WebCrawler, and
Infoseek. We may use a competitive service software such as
submit.com, to register our web site addresses with the most
effective and efficient search engines. When registering, we plan to
include keyword sensitive content referred to as metatags, or words
that describe the content of the site, as well as titles to attempt
to ensure that our domain name is listed prominently in the search
results in most search returns. We may also employ professional
services to list our domain name with e-mail directories, business
and regional indices and promotional sites.
Internet Advertising
We plan to advertise online in order to create visibility for our
domain name registration services on the Internet. We plan to
develop, purchase space and place banner ads with return linking to
our site on
22
<PAGE>
industry related and high volume traffic sites such as
yahoo.com, excite.com, and internet.com. These ads will attempt to
promote our online presence and help direct traffic to our web site.
We may employ online advertising networks and brokers such as
webconnect.com to advise and guide us in the purchase of advertising
space on appropriate sites. We also may submit our web site to
rating services and web site contests with the objective of
positioning our service as one of the best.
Mutual Links
For every search engine there are many special interest web sites
dedicated to specific markets. Having a mutual link on a special
interest site dedicated to our market would be beneficial as it has
the potential to draw a large number of visitors and purchasers to
our web site. Creating mutual links may be an effective means of
marketing, as mutual links would enable us to target a very specific
market. We plan to select industry related and trade association
websites and negotiate reciprocal linking to their web sites.
There are numerous service bureaus that are available to manage this
mutual linking service, including World Banner Exchange,
BannersXchange, and Traffic Exchange. For a nominal percentage, these
providers will develop a profile of what we intend to achieve with
our advertising, what type of viewer we are interested in, and a
respective budget. A banner program is then developed whereby banners
on our web sites would be exchanged for banners on other sites that
fit our intended marketing campaign.
Mailing lists
We plan to participate in special interest mailing lists to gain
visibility among a targeted audience and generate traffic for our web
site. Special interest mailing lists are not direct mailing lists but
rather they are similar to e-mail newsletters or on-going dialogues
dedicated to special interests. E-mail messages would be sent to
specific targeted mailing lists.
Use Net News Groups
We plan to participate in industry related newsgroups to gain
visibility and develop relationships with or targeted audiences. An
Internet newsgroup is a place on the Internet where groups of people
post and read messages on a particular topic. Newsgroups offer us a
great deal of marketing leverage because their potential audiences
include participants who are interested in related topics
Traditional Advertising
We plan to engage the services of an advertising agency to create an
advertising campaign for local and national television and radio. We
plan to target shows such as the Internet specialty shows, home and
garden network and certain sporting events as well as the business,
and technology sectors.
4. Affiliate Sales Programs
We plan to develop a sales program with affiliated third parties that
will enable third parties to sell the International Reg translated
domain names. We plan to structure this affiliate sales program to
provide an incentive for sales affiliates to make sales of our domain
name registration services. Sales affiliates would receive a portion
of the revenues received from sales generated by the affiliate. We
anticipate that this affiliate sales program will increase sales of
our products and services without up-front cost.
23
<PAGE>
We would not have to pay for this marketing in advance. Payments to
affiliates would only be required upon the completion of the sale of
our services.
We also plan to enter into arrangements with affiliated web sites
where we offer the affiliated web site the opportunity to earn
revenue from domain registrations that we complete that originate
from the affiliated web site. The affiliated web site would place an
internationalreg.com banner or link on their web site. If a user of
the affiliated web site entered our web site through the affiliated
web site and completed a domain name registration, then we would pay
a commission to the affiliated web site. These affiliations would
increase our marketing and our exposure to Internet users.
Internal Operations
We anticipate that we will build an internal Internet service
provider infrastructure in order to support the International Reg
portal web site and business. In addition, we will develop a local
area network for our computer and network operations that will
consist of:
* An internal computer network with a high speed internet
connection;
* Workstations for full-time and contract staff;
* Testing software and a server for all systems;
* Meeting rooms, sales materials and sales equipment; and
* A response team for client support/training and product
development.
Employees
We presently have no full-time employees and two part-time employees.
Our part-time employees include Mr. William Robertson, our president
and chief executive officer, and Mr. Nick Sirsiris, our secretary,
treasurer and chief financial officer. We plan to conduct our
business primarily through agreements with consultants and arms-
length third parties.
We anticipate that much of the development of our business will be
project based. Accordingly, our management believes that hiring a
number of fulltime internal people is not an effective use of our
resources. We plan to limit full-time employment positions to:
* Mr. William Robertson, our president and chief executive
officer;
* Mr. Nick Sirsiris, our secretary, treasurer and chief
financial officer;
* A chief technical officer to oversee all technical issues;
* A production manager to oversee the development of the
software;
* A development project manager to oversee the development of
the web site portal;
* An office manager to provide administration support;
* A website/network administrator to run the website and
computers; and
* A marketing manager to oversee the marketing/advertising
efforts.
Other part-time and contract people may be required to provide
assistance to these roles.
Competition
We are not aware of any competitor that has developed software that
will enable Chinese users to directly register domain names in the
Chinese language and in Chinese characters. However, we anticipate
that their may be institutions or private companies that are
attempting to develop and market
24
<PAGE>
competing services. We will compete with new entrants both on the
basis of price and brand recognition for the registration service and
will attempt to market based on functionality and user friendliness for
the software translation function.
We will also face competition from traditional domain name
registration businesses. Chinese Internet users presently have the
ability to register domain names in the Chinese language using
English equivalent spellings of Chinese names. Existing competitors
will have developed brand recognition with consumers, thereby making
it more difficult for our product to gain consumer acceptance once we
have finished development. We will compete with the following
registration portals, although they are not multi-language capable,
developed by competitors including:
* NetworkSolutions.com
* Domainregister.com
* Registers.com
Networksolutions.com
Network Solutions is the governmental body that has been assigned as
the originator of selling and managing domain names. We anticipate
that we would buy domain names from Network Solutions on a bulk
provider basis. Accordingly, we anticipate that Networksolutions.com
will not be competition for our affiliates program but will be
competition for the portal registration and value-added services. On
the Network Solutions website there are numerous revenue producing
sources including all of the service offerings of International Reg
as well as outsourcing website development, e-business tools
providers and e-commerce tools provision. Network Solutions does
provide registration for numerous countries but all of its language
conversion functionality is outsourced to companies such as
Domainregister.com (below).
Domainregister.com
This service offers domain registration in several languages,
including French, Dutch, Italian, Spanish, and Portuguese. We
anticipate that this service will not be a direct competitor for the
our system as the languages of domainegister.com are all English
character based; however, this company certainly has the advantage of
having been in business providing the services we are designing for a
longer time and would thus have an advantage over our business should
it develop a Chinese language based system.
Registers.com
The Registers.com site is an excellent portal that provides
registration services, value add portal services and an affiliates
program. The site does not however provide any language translation
services.
Government Regulation
Due to the increasing popularity and use of the Internet, it is
possible that a number of laws and regulations may be adopted with
respect to the Internet generally, covering issues such as user
privacy, pricing, and characteristics and quality of products and
services. Similarly, the growth and development of the market for
Internet commerce may prompt calls for more stringent consumer
protection laws that may impose additional burdens on those companies
conducting business over the Internet. The adoption of any such laws
or regulations may decrease the growth of commerce over the Internet,
increase our cost of doing business or otherwise have a harmful
effect on our business.
25
<PAGE>
To date, governmental regulations have not materially restricted the
use or expansion of the Internet. However, the legal and regulatory
environment that pertains to the Internet is uncertain and may
change. New and existing laws may cover issues that include:
* Sales and other taxes;
* User privacy;
* Pricing controls;
* Characteristics and quality of products and services;
* Consumer protection;
* Cross-border commerce;
* Libel and defamation;
* Copyright, trademark and patent infringement; and
* Other claims based on the nature and content of Internet
materials.
These new laws may impact our ability to develop and market our
International Reg software and portal web site in accordance with our
business plan.
We may have to qualify to do business in other jurisdictions. If we
commence our domain name registration business, we anticipate that
our sales and our customers will be in multiple states and foreign
countries. As our customers may be resident in such states and
foreign countries, such jurisdictions may claim that we are required
to qualify to do business as a foreign company in each such state and
foreign country. Failure to qualify as a foreign company in a
jurisdiction where required to do so could subject us to taxes and
penalties.
We are not aware of any environmental laws that will be applicable to
the operation of our business.
Research and Development Expenditures
We have not expended any money on research and development. We have
spent $32,000 on expenses associated with the acquisition of the
rights to develop our International Reg software and portal web site
and the www.internationalreg.com web site address.
PLAN OF OPERATIONS
Our plan of operations for the twelve months following the date of
this registration statement is to complete the following objectives
within the time period specified, subject to our obtaining financing
for the development and marketing of our International Reg portal web
site:
* Complete the development of the Chinese language domain name
registration software;
* Complete the development of the International Reg Internet
web portal site;
* Complete the development of our network operations and our
Internet services provider infrastructure;
* Commence marketing of our International Reg domain name
registration services;
26
<PAGE>
* Hire additional employees and engage third party consultants
to enable us to complete development of our business plan.
The anticipated cost and projected time to complete each of these
elements of our plan of operations are discussed below:
Software Development
We anticipate that this development will be completed by January
2001. We anticipate that the development costs will be approximately
$522,700 and will consist primarily of payments to consultants for
programming and software development services. We plan to hire an
external software development firm to develop this software rather
than complete development ourselves.
Development of our Internet Portal Web Site
We plan to commence development of our Internet portal web site
slightly before completion of our computer software. We anticipate
that our web site will be fully operational by June 2001. We
anticipate that the development expenses for this web site will be
approximately $94,000.
Network Operations and ISP Infrastructure
We anticipate that development of our network operations and our
Internet service provider infrastructure will be completed by March
2001. We anticipate that costs for the development of our network
operations will be approximately 187,050. We anticipate that costs
for the development of our Internet service provider infrastructure
will be approximately $96,075.
We also anticipate building an internal enhancement, support and
marketing infrastructure for our business. We anticipate spending
approximately $43,300 on the purchase of necessary equipment and
supplies over the next twelve months.
Marketing
We plan to undertake an advertising and marketing campaign once the
development of our computer software and portal web site is complete.
We anticipate that initial marketing expenses for the first year will
be approximately $78,070. We anticipate that this marketing campaign
would be designed by a outside marketing consulting firm.
Employees and Consultants
Our full-time employment positions will be limited to the Mr. William
Robertson, our president, and a software development project manger,
an office manager and a marketing manager. We will contract with
third party consultants for the development of our computer software,
our web site and on-line domain name registration business. The cost
of these employees and consultants over the next twelve months has
been included in the projections contained within other items of this
plan.
Working Capital Requirements
In addition to the above expenses, we will incur additional expenses
on account of our overhead and administrative requirements. These
costs will include fees payable for professional legal and
27
<PAGE>
accounting services. We anticipate spending approximately $66,800 on
these expenditures over the next twelve months.
Commencement of Revenues
We anticipate we will first achieve revenues in August 2001, provided
that we can implement our plan of operations in the anticipated
timetable. As discussed below, we presently do not have sufficient
funds to complete our plan of operations and we can provide no
assurance that we will be able to complete our plan of operations.
Requirement of Financing to Implement Our Business Plan
We anticipate that we will be spending approximately $900,945 over
the next twelve-month period in pursuing our stated plan of
operations. Of these expenditures, we anticipate that $518,200 will
be spent in the next six months. Our cash position as of August 31,
2000 was $165. Accordingly, we will require additional financing in
order to pursue our plan of operations and our business plan.
We anticipate that if we are successful in completing a financing,
the financing would be an equity financing through the sale of our
common stock. We do not have any arrangement in place for any debt
or equity financing. If we are successful in completing an equity
financing, existing shareholders will experience dilution of their
interest in our company. In the event we are not successful in
raising additional financing, we anticipate that we will not be able
to proceed with our business plan for the development and marketing
of the International Reg business. Due to our lack of operating
history and present inability to generate revenues, our auditors have
stated their opinion that there currently exists substantial doubt
about our ability to continue as a going concern.
Our actual expenditures and business plan may differ from this plan
of operations. Our board of directors may decide not to pursue this
plan, or may decide to modify it based on new information or limits
in the amount of available financing.
We anticipate incurring continuing operating losses for the
foreseeable future. We base this expectation, in part, on the fact
that we will incur substantial operating expenses in completing the
development of our software and website and do not anticipate earning
any revenues until sometime next year. Our future financial results
are also uncertain due to a number of factors, some of which are
outside our control. These factors include, but are not limited to:
* our ability to develop a commercially marketable domain name
registration service with the features and functionality
sought by our potential customers;
* our ability to successfully market our International Reg
domain name registration services to potential customers;
* our ability to charge fees for domain registration services
that will enable us to generate revenues exceeding operating
costs;
* the introduction and availability of competing products by
competitors.
We believe the above discussion contains a number of forward-looking
statements. Our actual results and our actual plan of operations may
differ materially from what is stated above. Factors which may cause
our actual results or our actual plan of operations to vary include,
among other things, decisions of our board of directors not to pursue
a specific course of action based on its re-assessment of the facts
28
<PAGE>
or new facts, changes in the Internet business or general economic
conditions and those other factors identified in this prospectus.
DESCRIPTION OF PROPERTY
We do not own or lease any real property. Our principal executive
offices are located in property rented by Mr. William Robertson, our
president and a director, at Suite 1500, 885 West Georgia Street,
Vancouver, British Columbia V6C 3E8. Our telephone number is (604)
833-5440. We pay for our office expenses at this location at a rate
of US$1000 per month.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None of the following parties has, since our date of incorporation,
had any material interest, direct or indirect, in any transaction
with us or in any presently proposed transaction that has or will
materially affect us:
* Any of our directors or officers;
* Any person proposed as a nominee for election as a director;
* Any person who beneficially owns, directly or indirectly, shares
carrying more than 10% of the voting rights attached to our
outstanding shares of common stock;
* Any of our promoters;
* Any relative or spouse of any of the foregoing persons who has
the same house as such person.
We pay an amount of $1000 per month to Mr. William Robertson, our
president and a director, in consideration for Mr. Robertson
providing office space to us for our business operations.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
No Public Market for Common Stock
There is presently no public market for our common stock. We
anticipate applying for trading of our common stock on the over the
counter bulletin board upon the effectiveness of the registration
statement of which this prospectus forms a part. However, we can
provide no assurance that our shares will be traded on the bulletin
board or, if traded, that a public market will materialize.
Holders of Our Common Stock
As of the date of this registration statement, we had forty-two (42)
registered shareholders.
Rule 144 Shares
A total of 2,500,000 shares of our common stock will be available for
resale to the public after May 7, 2001 in accordance with the volume
and trading limitations of Rule 144 of the Act. In general, under
Rule 144 as currently in effect, a person who has beneficially owned
shares of a company's common stock for at least one year is entitled
to sell within any three month period a number of shares that does
not exceed the greater of:
29
<PAGE>
1. 1% of the number of shares of the company's common stock then
outstanding which, in our case, will equal approximately 57,290
shares as of the date of this prospectus; or
2. the average weekly trading volume of the company's common stock
during the four calendar weeks preceding the filing of a notice
on form 144 with respect to the sale.
Sales under Rule 144 are also subject to manner of sale provisions
and notice requirements and to the availability of current public
information about the company.
Under Rule 144(k), a person who is not one of the company's
affiliates at any time during the three months preceding a sale, and
who has beneficially owned the shares proposed to be sold for at
least 2 years, is entitled to sell shares without complying with the
manner of sale, public information, volume limitation or notice
provisions of Rule 144.
As of the date of this prospectus, persons who are our affiliates
hold all of the 2,500,000 shares that may be sold pursuant to Rule
144 after May 7, 2001.
Stock Option Grants
To date, we have not granted any stock options.
Registration Rights
We have not granted registration rights to the selling shareholders
or to any other persons.
Dividends
There are no restrictions in our articles of incorporation or bylaws
that prevent us from declaring dividends. The Nevada Revised
Statutes, however, do prohibit us from declaring dividends where,
after giving effect to the distribution of the dividend:
1. we would not be able to pay our debts as they become due in the
usual course of business; or
2. our total assets would be less than the sum of our total
liabilities plus the amount that would be needed to satisfy the
rights of shareholders who have preferential rights superior to
those receiving the distribution.
We have not declared any dividends, and we do not plan to declare any
dividends in the foreseeable future.
30
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The table below summarizes all compensation awarded to, earned by, or
paid to our executive officers by any person for all services
rendered in all capacities to us for the fiscal period ended August
31, 2000
Annual Compensation Long Term Compensation
------------------- ----------------------
Other All
Annual Other
Com- Com-
pen- Restricted pen-
sa- Stock Options/* LTIP sa-
Name Title Year Salary Bonus tion Awarded SARs (#)payouts($)tion
---- ----- ---- ------ ----- ------ ------- ------- --------- ----
William
Robertson President, 2000 $ 5,000 0 0 0 0 0 0
CEO and
Director
Nick
Sirsiris Secretary, 2000 $ 0 0 0 0 0 0 0
Treasurer,
CFO and
Director
Stock Option Grants
We did not grant any stock options to the executive officers during
our most recent fiscal year ended August 31, 2000. We have also not
granted any stock options to the executive officers since August 31,
2000.
Employment Agreements
We are a party to an executive consultant agreement with Mr. William
Robertson, our president, chief executive officer and a director.
The executive consulting agreement has a commencement date of April
1, 2000 and a termination date of March 31, 2002. Mr. Robertson
provides his services to us on a part-time basis in consideration for
a consulting fee equal to $1,000 per month. The consulting fee will
increase to $5,000 per month in the event that we obtain aggregate
financing in the amount of $1,500,000 during the term of the
executive consulting agreement.
We do not have an employment or consultant agreement with Mr. Nick
Sirsiris, our secretary, treasurer, chief financial officer and a
director. We do not pay any consulting fee or salary to Mr.
Sirsiris.
31
<PAGE>
FINANCIAL STATEMENTS
Index to Financial Statements:
1. Auditors' Report;
2. Comments by Auditors for US Readers;
3. Audited Financial Statements for the period ending August 31,
2000, including:
a. Balance Sheet
b. Statement of Changes in Shareholder Deficiency
c. Statement of Operations
d. Statement of Cash Flow
e. Summary of Significant Accounting Policies
f. Notes to Financial Statements
32
<PAGE>
BURRARD TECHNOLOGIES, INC.
(A Development Stage Company)
Financial Statements
For the period from April 5, 2000 (inception) to
August 31, 2000
Contents
==========================================================================
Auditors' Report 1
Comments by Auditors for U.S. Readers on Canada-U.S. Reporting
Differences 2
Financial Statements
Balance Sheet 3
Statement of Changes in Shareholders' Equity 4
Statement of Operations 5
Statement of Cash Flow 6
Summary of Significant Accounting Policies 7 - 8
Notes to Financial Statements 9 - 10
<PAGE>
BDO BDO Dunwoody LLP 102 - 100 Front Street
Chartered Accountants Penticton, B.C. V2A 1H1
Phone: (250) 492-6020
Fax: (250) 492-8110
==========================================================================
Auditors' Report
==========================================================================
To the Directors and Stockholders of
Burrard Technologies, Inc.
(A Development Stage Company)
We have audited the balance sheet of Burrard Technologies, Inc. (a
development stage company) as at August 31, 2000 and the statements
of changes in shareholders' equity, operations and cash flow for the
period from April 5, 2000 (inception) to August 31, 2000. These
financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with auditing standards
generally accepted in Canada and the United States. Those standards
require that we plan and perform an audit to obtain reasonable
assurance 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.
In our opinion, these financial statements present fairly, in all
material respects, the financial position of the Company as at
August 31, 2000 and the results of its operations and its cash flows
for the period from April 5, 2000 (inception) to August 31, 2000 in
accordance with accounting principles generally accepted in the
United States.
Chartered Accountants
Penticton, British Columbia
September 13, 2000
1
<PAGE>
BDO BDO Dunwoody LLP 102 - 100 Front Street
Chartered Accountants Penticton, B.C. V2A 1H1
Phone: (250) 492-6020
Fax: (250) 492-8110
==========================================================================
Comments by Auditors for U.S. Readers
On Canada-U.S. Reporting Differences
==========================================================================
To the Directors and Stockholders of
Burrard Technologies, Inc.
(A Development Stage Company)
In the United States, reporting standards for auditors require the
addition of an explanatory paragraph (following the opinion
paragraph) when the financial statements are affected by conditions
and events that cast substantial doubt on the Company's ability to
continue as a going concern, such as those described in Note 1 to
the financial statements. Our report to the directors and
stockholders dated September 13, 2000 is expressed in accordance
with Canadian reporting standards which do not permit a reference to
such events and conditions in the auditors' report when these are
adequately disclosed in the financial statements.
Chartered Accountants
Penticton, British Columbia
September 13, 2000
2
<PAGE>
==========================================================================
Burrard Technologies, Inc.
(A Development Stage Company)
Balance Sheet
August 31 2000
(U.S. Dollars)
==========================================================================
Assets
Current
Cash $ 165
Prepaid expenses 2,555
--------------
$ 2,720
==========================================================================
Liabilities and Shareholders' Equity
Current
Accounts payable and accrued liabilities $ 14,137
Due to related party (Note 2) 5,000
--------------
19,137
--------------
Share Capital and Deficit
Share capital (Note 3)
Authorized - 25,000,000 common shares with
par value $0.001
Issued and fully paid - 5,729,000 common shares
Additional paid-in capital 5,729
49,671
Deficit accumulated during the development stage (71,817)
--------------
(16,417)
--------------
$ 2,720
==========================================================================
Approved on behalf of the Board:
===============================
Director
===============================
Director
3
<PAGE>
==========================================================================
Burrard Technologies, Inc.
(A Development Stage Company)
Statement of Changes in Shareholders' Equity
For the period from April 5, 2000 (inception)
to August 31, 2000 (U.S. Dollars)
-------------------------------------------------------------------------
Number Total
of Per Carry- Additional Accumu- Share-
Common share ing Paid in lated holder's
Shares price Value Capital Deficit Equity
-------------------------------------------------------------------------
Incorporation,
April 5, 2000 2,500,000 $0.001 $2,500 $ - $ - $ 2,500
Sale of common
shares,
June 30, 2000 3,000,000 $0.100 3,000 27,000 - 30,000
Sale of common
shares,
August 9,
2000 229,000 $0.010 229 22,671 - 22,900
Net loss to
August 31, 2000 - - - (71,817) (71,817)
---------------------------------------------------------
Balance,
August 31, 2000 5,729,000 $5,729 $ 49,671 $(71,817) $ (16,417)
=========================================================
4
<PAGE>
==========================================================================
Burrard Technologies, Inc.
(A Development Stage Company)
Statement of Operations
For the period from April 5, 2000 (inception)
to August 31 2000
(U.S. Dollars)
--------------------------------------------------------------------------
Expenses
Consulting fees $ 20,400
Professional fees 14,332
Rent, office and office services 5,085
Software development 32,000
-----------
Net loss for the period and deficit, end of period $ (71,817)
==========================================================================
Basic loss per share $ (0.02)
==========================================================================
Weighted average shares outstanding 3,790,797
==========================================================================
5
<PAGE>
==========================================================================
Burrard Technologies, Inc.
(A Development Stage Company)
Statement of Cash Flow
For the period from April 5, 2000 (inception)
to August 31, 2000 2000
(U.S. Dollars)
--------------------------------------------------------------------------
Cash provided by (used in)
Cash flows from operating activities
Net loss for the period $ (71,817)
Changes in assets and liabilities
Prepaid expenses (2,555)
Accounts payable and accrued liabilities 14,137
------------
(60,235)
Cash flows from financing activities
Proceeds from issuance of share capital 55,400
Increase in amounts due to related party 5,000
------------
60,400
------------
Increase in cash during the period and cash, end of period $ 165
=========================================================================
6
<PAGE>
==========================================================================
Burrard Technologies, Inc.
(A Development Stage Company)
Summary of Significant Accounting Policies
August 31, 2000
--------------------------------------------------------------------------
Software
Development
Costs Management has determined that the software
currently under development by the Company is for
internal-use. As a result, development costs are
accounted for under the provisions of Statement of
Position 98-1 ("SOP 98-1"), "Accounting for Costs
of Computer Software Developed or Obtained for
Internal Use", issued by the Accounting Standards
Executive Committee of the Financial Accounting
Standards Board. SOP 98-1 identifies the
accounting treatment for costs incurred in various
stages of development (preliminary project stage,
application development stage and post-
implementation/operation stage) and the accounting
treatment for various types of costs incurred.
Costs incurred during the preliminary project and
post-implementation/operation stages are expensed
as incurred. Costs incurred during the
application development stage will be capitalized.
Development costs that will be capitalized are
Restricted to external direct costs of materials
and services consumed in developing or obtaining
the software, payroll and payroll related costs
for employees, who are directly associated with
the development activities, for time spent
directly on the project and internal interest
costs incurred while developing internal-use
software. Capitalization stops when the software
project is substantially complete and ready for
its intended use or it is no longer probable that
the software project will be completed and placed
in service.
Capitalized costs of computer software development
for internal-use will be amortized on a straight-
line basis over the estimated useful life of the
software. The useful life will be determined at
the time that a new product is put into use. The
Company will periodically reassess the estimated
useful life of internal-use computer software
considering the effects of obsolescence,
technology, competition and other economic
factors.
Management has determined that the software under
development is in the preliminary project stage,
therefore costs incurred are expensed as incurred.
Expensing of costs will continue until Management
determines that the application development stage
has commenced.
Physical assets that are acquired for development
activities that have an alternate future use will
be capitalized.
Use of
Estimates The preparation of financial statements in
accordance with generally accepted accounting
principles requires management to make estimates
and assumptions that affect the reported amounts
of assets and liabilities and disclosure of
contingent assets and liabilities at the date of
the financial statements, and the reported amounts
of revenues and expenses during the reporting
period. Actual results could differ from
management's best estimates as additional
information becomes available in the future.
Income Taxes The Company follows the provisions of Statement of
Financial Accounting Standards ("SFAS") No. 109,
"Accounting for Income Taxes", which requires the
Company to recognize deferred tax liabilities and
assets for the expected future tax consequences of
events that have been recognized in the Company's
financial statements or tax returns using the
liability method. Under this method, deferred tax
liabilities and assets are determined based on the
temporary differences between the financial
statement carrying amounts and tax bases of assets
and liabilities using enacted rates in effect in
the years in which the differences are expected to
reverse.
7
<PAGE>
==========================================================================
Burrard Technologies, Inc.
(A Development Stage Company)
Summary of Significant Accounting Policies
August 31, 2000
--------------------------------------------------------------------------
Revenue
Recognition Since inception the Company has not generated any
revenues since it has not completed development of
its software. The Company's primary revenue
source will arise from registering international
domain names in foreign languages, both directly
and through its affiliate/agency program. The
Company will charge transactional fees for these
services and the resulting revenue will be
recognized as the service is provided.
In addition the Company intends to earn income
from subscriptions for provision of foreign
language translation of web-sites, web-site
forwarding of the translated web-sites and site
linkages. Subscription revenues will be
recognized ratably over the subscription or
service period.
Financial
Instruments The Company's financial instruments consist of
cash and accounts payable and accrued liabilities.
Unless otherwise noted, it is management's opinion
that the Company is not exposed to significant
interest, currency or credit risks arising from
these financial instruments. The fair value of
these financial instruments approximate their
carrying values, unless otherwise noted.
New Accounting
Pronouncements In June 1998, SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities",
was issued. SFAS No. 133 requires companies to
recognize all derivatives contracts as either
assets or liabilities on the balance sheet and to
measure them at fair value. If certain conditions
are met, a derivative may be specifically
designated as a hedge, the objective of which is
to match the timing of gain or loss recognition on
the hedging derivative with the recognition of (i)
the changes in the fair value of the hedged asset
or liability that are attributable to the hedged
risk or (ii) the earnings effect of the hedged
forecasted transaction. For a derivative not
designated as a hedging instrument, the gain or
loss is recognized in income in the period of
change. SFAS No. 133 is effective for all fiscal
quarters of fiscal years beginning after June 15,
2000.
Historically, the Company has not entered into
derivatives contracts either to hedge existing
risks or for speculative purposes. Accordingly,
the Company does not expect adoption of the new
standards on September 1, 2000 to affect its
financial statements.
In December 1999 the SEC issued Staff Accounting
Bulleting No. 101 - Revenue Recognition that
outlines the basic criteria that must be met to
recognize revenue and provides guidance for
presentation of revenue and for disclosure related
to revenue recognition policies in financial
statements filed with the SEC. The SAB is
effective for the fourth quarter of the fiscal
year ended August 31, 2001. The Company does not
expect adoption of the new standard to materially
impact the financial statements.
Loss Per Share Loss per share is computed in accordance with SFAS
No. 128, "Earnings Per Share". Basic loss per
share is calculated by dividing the net loss
available to common stockholders by the weighted
average number of common shares outstanding for
the period. There is no diluted loss per share
because there are no common stock equivalents.
8
<PAGE>
==========================================================================
Burrard Technologies, Inc.
(A Development Stage Company)
Notes to Financial Statements
August 31, 2000
--------------------------------------------------------------------------
1. Nature of Business and Continued Operations
All financial information presented in these financial
statements is expressed in U.S. dollars and prepared in
accordance with accounting principles generally accepted in the
United States.
Burrard Technologies, Inc. was incorporated on April 5, 2000
under the laws of the State of Nevada. The Company is a
development stage company that is currently developing an
Internet computer software program known as "International
Reg.". The "International Reg." computer software program will
be designed to automate the process of submission of Internet
web page information to major Internet search engines.
These accompanying financial statements have been prepared on a
going concern basis, which contemplates the realization of
assets and the satisfaction of liabilities and commitments in
the normal course of business. As at August 31, 2000, the
Company has recognized no revenue and has accumulated operating
losses of $71,817 since its inception, has negative working
capital of $16,417 and has shareholders' deficit of $16,417.
The continuation of the Company is dependent upon the continuing
financial support of creditors and stockholders and obtaining
long-term financing as well as achieving a profitable level of
operations. Management plans to raise equity capital to finance
the operations and capital requirements of the Company. It is
management's intention to raise new equity financing of
approximately $1,500,000 within the upcoming year. Amounts
raised will be used to complete the development of the
"International Reg." software, commence development of the
Company's web site, undertake an advertising and marketing
campaign and purchase of necessary equipment and supplies for
the operation of the business. While the Company is expending
its best efforts to achieve the above plans, there is no
assurance that any such activity will generate funds that will
be available for operations.
These conditions raise substantial doubt about the Company's
ability to continue as a going concern. These financial
statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or
amounts and classification of liabilities that might arise from
this uncertainty.
2. Due to Related Party
Amounts due to a shareholder (the President of the Company) are
due on demand and are non-interest bearing. Its is the intention
of the shareholder not to demand any of the outstanding balance
within the current fiscal period. (See also Note 5)
3. Share Capital
Authorized
25,000,000 common shares with par value of $0.001 per share
2000
=======================
Number of
Shares Amount
-----------------------
Issued and fully paid
Balance, beginning of period - $ -
Issued for cash
Founders shares 2,500,000 2,500
Private placements to arm's length
parties, for details see Statement of
Changes in Shareholders' Equity 3,229,000 3,229
-----------------------
Balance, end of period 5,729,000 $ 5,729
=======================
9
<PAGE>
==========================================================================
Burrard Technologies, Inc.
(A Development Stage Company)
Notes to Financial Statements
August 31, 2000
--------------------------------------------------------------------------
4. Income Taxes
The tax effects of temporary differences that give rise to the
Company's deferred tax assets are as follows:
2000
(U.S. Dollars)
-------------------
Tax loss carry-forwards $ 24,400
Valuation allowance 24,400
--------------------
$ -
====================
The provision for income taxes differs from the amount computed
using the federal statutory income tax rate as follows:
2000
(U.S. Dollars)
-------------------
Benefit at federal statutory rate $ 24.400
Increase in valuation allowance 24.400
-------------------
$ -
====================
The Company evaluates its valuation allowance requirements based
on projected future operations. Management has recorded a
valuation allowance because it believes it is more likely than
not that the future income tax benefits of the current loss will
not be realized. When circumstances change and this causes a
change in management's judgement about the recoverability of
deferred tax assets, the impact of the change on the valuation
allowance will be reflected in current income.
At August 31, 2000, the Company had losses available for income
tax purposes of approximately $71,000, which will expire in
2020.
5. Commitments
During the period the Company has incurred rent and office
services in the amount of $5,000. These services are provided to
the Company, by the President of the Company, on a month to month
basis at $1,000 per month and can be terminated by the Company
without notice. See also Note 2
10
<PAGE>
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
Not Applicable.
AVAILABLE INFORMATION
We have filed a registration statement on form SB-2 under the
Securities Act of 1933 with the Securities and Exchange Commission
with respect to the shares of our common stock offered through this
prospectus. This prospectus is filed as a part of that registration
statement and does not contain all of the information contained in
the registration statement and exhibits. Statements made in the
registration statement are summaries of the material terms of the
referenced contracts, agreements or documents of the company and are
not necessarily complete. We refer you to our registration statement
and each exhibit attached to it for a more complete description of
matters involving the company, and the statements we have made in
this prospectus are qualified in their entirety by reference to these
additional materials. You may inspect the registration statement and
exhibits and schedules filed with the Securities and Exchange
Commission at the Commission's principle office in Washington, D.C.
Copies of all or any part of the registration statement may be
obtained from the Public Reference Section of the Securities and
Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549
and at the regional offices of the Commission located at Seven World
Trade Center, 13th Floor, New York, NY 10048 and 500 West Madison
Street, Suite 1400, Chicago, IL 60661. Please call the Commission at
1-800-SEC-0330 for further information on the operation of the public
reference rooms. The Securities and Exchange Commission also
maintains a web site at http://www.sec.gov that contains reports,
proxy statements and information regarding registrants that file
electronically with the Commission. Our registration statement and
the referenced exhibits can also be found on this site.
33
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our officers and directors are indemnified as provided by the Nevada
Revised Statutes and our bylaws.
Under the Nevada Revised Statutes, 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. Our Articles of Incorporation do not
specifically limit our directors immunity. Excepted from that
immunity are: (a) 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; (b) 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; (c) a transaction from which the director
derived an improper personal profit; and (d) willful misconduct.
Our bylaws provide that we will indemnify our directors and officers
to the fullest extent not prohibited by Nevada law; provided,
however, that we may modify the extent of such indemnification by
individual contracts with our directors and officers; and, provided,
further, that we shall not be required to indemnify any director or
officer in connection with any proceeding, or part thereof, initiated
by such person unless such indemnification: (a) is expressly required
to be made by law, (b) the proceeding was authorized by our board of
directors, (c) is provided by us, in our sole discretion, pursuant to
the powers vested us under Nevada law or (d) is required to be made
pursuant to the bylaws.
Our bylaws provide that we will advance to any person who was or is a
party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he is or
was a director or officer, of our company, or is or was serving at
the request of our company as a director or executive officer of
another company, partnership, joint venture, trust or other
enterprise, prior to the final disposition of the proceeding,
promptly following request therefor, all expenses incurred by any
director or officer in connection with such proceeding upon receipt
of an undertaking by or on behalf of such person to repay said
amounts if it should be determined ultimately that such person is not
entitled to be indemnified under our bylaws or otherwise.
Our bylaws provide that no advance shall be made by us to an officer
of our company, except by reason of the fact that such officer is or
was a director of our company in which event this paragraph shall not
apply, in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, if a determination is reasonably and
promptly made: (a) by the board of directors by a majority vote of a
quorum consisting of directors who were not parties to the
proceeding, or (b) if such quorum is not obtainable, or, even if
obtainable, a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, that the facts known
to the decision-making party at the time such determination is made
demonstrate clearly and convincingly that such person acted in bad
faith or in a manner that such person did not believe to be in or not
opposed to the best interests of our company.
34
<PAGE>
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated costs of this offering are as follows:
Securities and Exchange Commission registration fee $ 90
Federal Taxes $ NIL
State Taxes and Fees $ NIL
Transfer Agent Fees $ 1,000
Accounting fees and expenses $ 2,000
Legal fees and expenses $ 13,000
Blue Sky fees and expenses $ 2,000
Miscellaneous $ NIL
-----------
Total $ 18,090
===========
--------------------------------------------------------------------------
All amounts are estimates other than the Commission's registration
fee.
We are paying all expenses of the offering listed above. No portion
of these expenses will be borne by the selling shareholders. The
selling shareholders, however, will pay any other expenses incurred
in selling their common stock, including any brokerage commissions or
costs of sale.
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES
We issued 2,500,000 shares of common stock on May 7, 1999 to Mr.
William Robertson and Mr. Nick Sirsiris. Mr. Roberson and Mr.
Sirsiris are both directors of our company. Mr. Robertson is our
president and chief executive officer. Mr. Sirsiris is our
secretary, treasurer. These shares were issued pursuant to Section
4(2) of the Securities Act of 1933 at a price of $0.001 per share,
for total proceeds of $2,500. The 2,500,000 shares of common stock
are restricted shares as defined in the Securities Act.
We completed an offering of 3,000,000 shares of our common stock at a
price of $0.01 per share to a total of 12 purchasers on June 30,
2000. The total amount received from this offering was $30,000. We
completed the offering pursuant to Regulation S of the Securities
Act. Each purchaser represented to us that he was a non-U.S. person
as defined in Regulation S. We did not engage in a distribution of
this offering in the United States. Each purchaser represented his
intention to acquire the securities for investment only and not with
a view toward distribution. Appropriate legends were affixed to the
stock certificate issued to each purchaser in accordance with
Regulation S. Each investor was given adequate access to sufficient
information about us to make an informed investment decision. None
of the securities were sold through an underwriter and accordingly,
there were no underwriting discounts or commissions involved. No
registration rights were granted to any of the purchasers.
We completed an offering of 229,000 common shares at a price of $0.10
per share to a total of 28 purchasers pursuant to Regulation S of the
Securities Act on August 9, 2000. The total proceeds realized from
this offering were $22,900. Each purchaser represented that he was a
non-U.S. person as defined in Regulation S. We did not engage in a
distribution of this offering in the United States. Each purchaser
represented their intention to acquire the securities for investment
only and not with a view toward distribution. Appropriate legends
were affixed to the stock certificates issued in accordance with
Regulation S. All purchasers were given adequate access to
sufficient information about us to make an informed investment
decision. None of the securities were sold through an underwriter
and
35
<PAGE>
accordingly, there were no underwriting discounts or commissions
involved. No registration rights were granted to any of the
purchasers.
ITEM 27. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
------------ --------------------
3.1 Articles of Incorporation
3.2 By-Laws
4.1 Share Certificate
5.1 Opinion of Cane & Company, LLC, with consent to use
10.1 Acquisition Agreement dated May 24, 2000 between
the Company and Pan Ocean Consulting Ltd.
10.2 Executive Consulting Agreement between the Company
and William Robertson
23.1 Consent of BDO Dunwoody, LLP
27.1 Financial Data Schedule
ITEM 28. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(a) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(b) To 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
(c) To 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.
2. 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.
3. 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.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to our directors, officers and
controlling persons pursuant to the provisions above, or otherwise,
we have been
36
<PAGE>
advised that in the opinion of the 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 person sin 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.
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 on Form SB-2 and
authorized this registration statement to be signed on its behalf by
the undersigned, in the City of Vancouver, Province of British
Columbia on December 14, 2000.
BURRARD TECHNOLOGIES, INC.
/s/ William Robertson
By: _________________________
William Robertson, President
POWER OF ATTORNEY
ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints William Robertson, his true and lawful
attorney-in-fact and agent, with full power of substitution and re-
substitution, for him and in his name, place and stead, in any and
all capacities, to sign any and all pre- or post-effective 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 was signed by the following persons in
the capacities and on the dates stated.
SIGNATURE CAPACITY IN WHICH SIGNED DATE
/s/ William Robertson President and Chief Executive December 14, 2000
--------------------- Officer, or Principal
William Robertson Executive Officer and Director
Chief Financial Officer, or December 14, 2000
/s/ Nick Sirsiris Principal Financial/Accounting
--------------------- Officer, Secretary, Treasurer
Nick Sirsiris and Director
38
