U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
General Form for Registration of Securities
of Small Business Issuers
Under Section 12(b) or (g) of
the Securities Exchange Act of 1934
RAIN CITY ENTERPRISES INC.
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(Name of Small Business Issuer)
Nevada 88-0474670
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(State or Other Jurisdiction of I.R.S. Employer Identification Number
Incorporation or Organization)
#544-1515 West 2nd Avenue, Vancouver, BC V6C 5C5
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(Address of Principal Executive Offices including Zip Code)
(604) 738-8874
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(Issuer's Telephone Number)
Securities to be Registered Under Section 12(b) of the Act: None
Securities to be Registered Under Section 12(g) of the Act: Common Stock, No
Par Value
(Title of Class)
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TABLE OF CONTENTS
PART I
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ITEM 1. BUSINESS 4
History and Organization 4
Proposed Business 4
Risk Factors 5
ITEM 2. PLAN OF OPERATION 10
General Business Plan 10
Structure of Acquisition 12
No Dividend 14
Employees 14
Competition 14
Liquidity and Capital Resources 14
ITEM 3. DESCRIPTION OF PROPERTY 14
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT 14
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTER
AND CONTROL PERSONS 15
ITEM 6. EXECUTIVE COMPENSATION 17
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS 17
ITEM 8. DESCRIPTION OF SECURITIES 17
PART II
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ITEM 1. MARKET PRICE FOR COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS 18
ITEM 2. LEGAL PROCEEDINGS 19
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS AND FINANCIAL DISCLOSURE 19
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES 19
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS 20
PART F/S
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FINANCIAL STATEMENTS 21
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PART III
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ITEMS 1& 2 INDEX TO AND DESCRIPTION OF EXHIBITS 29
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PART I
ITEM 1. DESCRIPTION OF BUSINESS.
HISTORY AND ORGANIZATION
Rain City Enterprises Inc. (the "Company"), was organized under the laws of
the State of Nevada on October 6, 2000 under the name Rain City Enterprises Inc.
The Company was organized for the purposes of creating a corporate vehicle
to locate and acquire an operating business entity which management believes is
a suitable acquisition candidate (a "target company"). The Company will not
restrict its search to any specific business, industry or geographical location.
The Company does not currently engage in any business activities that
provide any cash flow. The costs of identifying, investigating, and analyzing
business combinations will be paid with money in the Company's treasury or
loaned to the Company by management.
Although the Company was under no obligation to do so, it has voluntarily
filed this registration statement because it believes that it can better
facilitate its business goals if it were a "reporting issuer" under the
Securities Exchange Act of 1934 (the "Exchange Act").
PROPOSED BUSINESS
The Company will seek to locate and acquire a target company which, in the
opinion of the Company's management (sometimes referred to as the "Management"),
offers long term growth potential. The Company will not restrict its search to
any specific business, industry or geographical location. The Company may seek
to acquire a target company which has just commenced operations, or which works
to avail itself of the benefits of being a "reporting issuer" in order to
facilitate capital formation to expand into new products or markets.
There are certain perceived benefits to being a reporting company with a
class of publicly-traded securities. These are commonly thought to include the
following:
* the ability to use registered securities to make acquisitions of assets or
businesses;
* increased visibility in the financial community;
* the facilitation of borrowing from financial institutions;
* improved trading efficiency;
* shareholder liquidity;
* greater ease in subsequently raising capital;
* compensation of key employees through stock options;
* enhanced corporate image;
* a presence in the United States capital market.
A target company, if any, which may be interested in a business combination
with the Company may include the following:
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* a company for which a primary purpose of becoming public is the use of its
securities for the acquisition of assets or businesses;
* a company which is unable to find an underwriter of its securities or is
unable to find an underwriter of securities on terms acceptable to it;
* a company which wishes to become public with less dilution of its common
stock than would occur upon an underwriting;
* a company which believes that it will be able obtain investment capital on
more favorable terms after it has become public;
* a foreign company which may wish an initial entry into the United States
securities market;
* a special situation company, such as a company seeking a public market to
satisfy redemption requirements under a qualified Employee Stock Option
Plan;
* a company seeking one or more of the other perceived benefits of becoming
a public company.
There is no assurance that the Company will be able to effect an
acquisition of a target company. In addition, at this time, no specifics as to
an acquisition or as to the nature of the target company can be provided.
RISK FACTORS
The Company's business is subject to numerous risk factors, including the
following:
1. Anticipated Change in Control and Management. Upon the successful
completion of the acquisition of a target company, the Company anticipates
that it will have to issue to the target company or its shareholders some
authorized but unissued common stock which, when issued, will comprise a
majority of the Company's then issued and outstanding shares of common
stock. Therefore, the Company anticipates that upon the closing of the
acquisition of a target company, the Company will no longer be controlled
by the current shareholders. In addition, existing management and
directors may resign. The Company cannot give any assurance that the
experience or qualifications of new management, as it relates to either the
operation of the Company's activities or the operation of the business,
assets or property being acquired, will be adequate for such purposes.
2. Conflict of Interest - Management's Fiduciary Duties. A conflict of
interest may arise between management's personal financial benefit and
management's fiduciary duty to shareholders.
The Company's directors and three officers are or may become officers,
directors, controlling shareholders and/or partners of other entities
engaged in a variety of businesses. Messers Drew Martel, Chris Farber and
Chris Bogart are engaged in other business activities. Accordingly, the
amount of time they will devote to the Company's business will vary. There
exist potential conflicts of interest including allocation of time between
the Company and its management's other business interests.
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3. Experience of Management; Consultants. Although Management has general
business experience, it has limited experience in effecting business
combinations and may not have any significant experience in acquiring or
operating certain business interests that the company might choose to
acquire. Management does not have, nor does it presently intend to enter
into, any contracts or agreements with any consultants or advisors with
respect to possible business activities. Consequently, Management has not
established the criteria that will be used to hire independent consultants
regarding their experience, the services to be provided, the term of
service, etc., and no assurance can be made that the Company will be able
to obtain such assistance on acceptable terms.
4. Potential Future Rule 144 Sales. Of the 100,000,000 shares of the
Company's Common Stock authorized, there are presently issued and
outstanding 24,000 shares; of which all 24,000 shares are "restricted
securities" as that term is defined under the Securities Act of 1933 (the
"Securities Act"), and in the future may be sold in compliance with Rule
144 of the Act, or pursuant to a Registration Statement filed under the
Act. Rule 144 provides, in essence, that a person holding restricted
securities for a period of 1 year may sell those securities in unsolicited
brokerage transactions of in transactions with a market maker, in an amount
equal to 1% of the Company's outstanding common stock every 3 months. Rule
144 also permits, under certain circumstances, the sale of shares by a
person who is not an affiliate of the Company and who has satisfied a two
(2) year holding period without any quantity limitation, whether or not
there is adequate current public information available. Investors should
be aware that sales under Rule 144, or pursuant to a registration statement
filed under the Securities Act, may have a depressive effect on the market
price of the Company's common stock in any market that may develop for such
shares.
5. Possible Issuance of Additional Shares. The Company's Board of Directors
has the power to issue any or all of such unissued but authorized shares
without stockholder approval for such consideration as it deems.
Management presently anticipates that it may choose to issue a substantial
amount of the Company's shares in connection with the acquisition of a
target business. Furthermore, the Company may engage in a share split or
may further increase its authorized capital in connection with the
acquisition of a target business.
6. Risks of Leverage. There are currently no limitations relating to the
Company's ability to borrow funds to increase the amount of capital
available to it to effect a business combination or otherwise finance the
operations of any acquired business. The amount and nature of any
borrowings by the Company will depend on numerous factors, including the
Company's capital requirements, the Company's perceived ability to meet
debt services on any such borrowings, and then-prevailing conditions in the
financial, if required or otherwise sought, will be available on terms
deemed to be commercially acceptable and in the best interest of the
Company's inability to borrow funds required to effect or facilitate a
business combination, or to provide funds for an additional infusion of
capital into an acquired business, may have a material adverse affect on
the Company's financial condition and future prospects.
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Additionally, to the extent that debt financing ultimately proves to be
available, any borrowings may subject the Company to various risks
traditionally associated with incurring of indebtedness, including:
* if the Company's operating revenues after the acquisition were to be
insufficient to pay debt service, there would be a risk of default and
foreclosure on the Company's assets.
* if a loan agreement containing covenants is breached without a waiver or
renegotiation of the terms of that covenant, then the lender could have
the right to accelerate the payment of the indebtedness even if the
Company has made all principal and interest payments when due.
* if the interest rate on a loan fluctuated or the loan was payable on
demand, the Company would bear the risk of variations in the interest
rate or demand for payment.
* if the terms of a loan did not provide for amortization prior to
maturity of the full amount borrowed and the "balloon" payment could not
be refinanced at maturity on acceptable terms, the Company might be
required to seek additional financing and, to the extent that additional
financing is not available on acceptable terms, to liquidate the
Company's assets.
7. Possible Need for Additional Financing. The Company cannot ascertain with
any degree of certainty the capital requirements for any particular
acquired business inasmuch as the Company has not yet identified any
acquisition candidates. If the target company requires additional
financing, such additional financing (which, among other forms, could be
derived from the public or private offering of securities or from the
acquisition of debt through conventional bank financing), may not be
available due to, among other things, the target company not having
sufficient:
* credit or operating history;
* income stream;
* profit level;
* asset base eligible to be collateralized; or
* market for its securities.
Since no specific business has been targeted for acquisition, it is not
possible to predict the specific reasons why conventional private or public
financing or conventional bank financing might not become available.
Although there are no agreements between the Company and any of its
officers and/or directors pursuant to which the Company may borrow and such
officers and/or directors are obligated to lend the Company monies, there
are no restrictions on the Company's right to borrow money from officers
and directors. No stockholder approval is required in connection with any
such loan.
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8. Penny Stock Rules. Under Rule 15g-9, a broker or dealer may not sell a
"penny stock" (as defined in Rule 3a51-1) to effect the purchase of a penny
stock by any person unless:
(1) such sale or purchase is exempt from Rule 15g-9; or
(2) prior to the transaction the broker or dealer has (a) approved the
person's account for transaction in penny stocks in accordance with
Rule 15g-9 and (b) received from the person a written agreement to the
transaction setting forth the identity and quantity of the penny stock
to be purchased.
The United States Securities and Exchange Commission (the "Commission") has
adopted regulations that generally define a penny stock to be any equity
security other than a security excluded from such definition by Rule
3a51-1. Such exemptions include, but are not limited to (a) an equity
security issued by an issuer that has (i) net tangible assets of at least
$2,000,000, if such issuer has been in continuous operations for at least
three years; (ii) net tangible assets of at least $5,000,000, if such
issuer has been in continuous operation for less than three years; or (iii)
average revenue of at least $6,000,000 for the preceding three years; (b)
except for purposes of Section 7(b) of the Exchange Act and Rule 419, any
security that has a price of $5.00 or more; (c) and a security that is
authorized or approved for authorization upon notice of issuance for
quotation on the National Association of Securities ("NASD") Dealers
Automated Quotation System ("NASDAQ").
It is likely that the Company's common stock will be subject to the
regulations on penny stocks; consequently, the market liquidity for the
Company's common stock may be adversely affected by such regulations.
This, in turn, may affect shareholder's ability to sell their shares
following the completion of an acquisition.
There is no current trading market for the Company's common stock (the
"Shares") and there can be no assurance that a trading market will develop,
or, if such a trading market does develop, that it will be sustained. The
Shares, to the extent that a market develops for the Shares at all, will
likely appear in what is customarily known as the "pink sheets" or on the
NASD over-the-counter Bulletin Board (the "OTCBB"), which may limit the
marketability and liquidity of the Shares.
To date, neither the Company nor anyone acting on behalf of the Company has
taken any affirmative steps to request or encourage any broker/dealer to
act as a market maker for the Company's common stock. The Company has had
no discussions or understandings with any "market makers" regarding the
participation of any such market maker in the future trading market, if
any, in the Company's common stock. Management expects that discussions in
this area will ultimately be initiated by the management in office after
completion of the acquisition of a target company, if ever or at all.
9. Risks Associated with Operations in Foreign Countries. The Company's
business plan is to seek to acquire a target company. Management's
discretion is unrestricted, and the Company may participate in any business
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whatsoever that may in the opinion of Management meet the Company's
business objectives. The Company may acquire a business outside the United
States. The Company has not limited the scope of its search to a
particular region or country. Accordingly, if the Company acquires a
business located, or operating in a foreign jurisdiction, the Company's
operations may be adversely affected to the extent of the existence of
unstable economic, social and/or political conditions in such foreign
regions and countries.
10. No Operating History or Revenue and Minimal Assets. The Company has had
no operating history nor any revenues or earnings from operations. The
Company has no significant assets or financial resources. The Company
will, in all likelihood, sustain operating expenses without corresponding
revenues, at least until the consummation of a business combination. This
may result in the Company incurring a net operating loss which will
increase continuously until the Company can consummate a business
combination with a target company. There is no assurance that the Company
can identify such a target company and consummate such a business
combination.
11. Speculative Nature of the Company's Proposed Operations. The success of
the Company's proposed plan of operation will depend to a great extent on
the operations, financial condition and management of the identified target
company. While present management will prefer business combinations with
entities having established operating histories, there can be no assurance
that the Company will be successful in locating businesses meeting such
criteria. In the event the Company completes a business combination, of
which there can be no assurance, the success of the Company's operations
will be dependent upon management of the target company and numerous other
factors beyond the Company's control.
12. Scarcity of and Competition for Business Opportunities and Combinations.
The Company is and will continue to be an insignificant participant in the
business of seeking mergers with and acquisitions of business entities. A
large number of established and well-financed entities, including venture
capital firms, are active in mergers and acquisitions of companies which
may be merger or acquisition target candidates for the Company. Nearly all
such entities have significantly greater financial resources, technical
expertise and managerial capabilities than the Company and, consequently,
the Company will be at a competitive disadvantage in identifying possible
business opportunities and successfully completing a business combination.
Moreover, the Company will also compete with numerous other small public
companies in seeking merger or acquisition candidates.
13. No Agreement for Acquisition of a Target Company Combination. The Company
has no current arrangement, agreement or understanding with respect to
engaging in a merger with or acquisition of a specific business entity.
There can be no assurance that the Company will be successful in
identifying and evaluating suitable business opportunities or in concluding
a business combination. Management has not identified any particular
industry or specific business within an industry for evaluation by the
Company. There is no assurance that the Company will be able to negotiate
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a business combination on terms favorable to the Company. The Company has
not established a specific length of operating history or a specified level
of earnings, assets, net worth or other criteria which it will require a
target company to have achieved, or without which the Company would not
consider a business combination with such business entity. Accordingly,
the Company may enter into a business combination with a business entity
having no significant operating history, losses, limited or no potential
for immediate earnings, limited assets, negative net worth or other
negative characteristics.
14. Reporting Requirements May Delay or Preclude Acquisition. Section 13 of
the Securities Exchange Act of 1934 (the "Exchange Act") requires companies
subject thereto to provide certain information about significant
acquisitions including certified financial statements for the company
acquired covering one or two years, depending on the relative size of the
acquisition. The time and additional costs that may be incurred by some
target companies to prepare such financial statements may significantly
delay or essentially preclude consummation of an otherwise desirable
acquisition by the Company. Acquisition prospects that do not have, or
are unable to obtain, the required audited statements may not be
appropriate for acquisition so long as the reporting requirements of the
Exchange Act are applicable.
15. Lack of Market Research or Marketing Organization. The Company has neither
neither conducted, nor have others made available to it, market research
indicating that demand exists for the transactions contemplated by the
Company. Even in the event demand exists for a merger or acquisition of
the type contemplated by the Company, there is no assurance the Company
will be successful in completing any such business combination.
16. Lack of Diversification. The Company's proposed operations, even if
successful, will in all likelihood result in the Company engaging in a
business combination with only one business entity. Consequently, the
Company's activities will be limited to those engaged in by the business
entity which the Company merges with or acquires. The Company's inability
to diversify its activities into a number of areas may subject the Company
to economic fluctuations within a particular business or industry and
therefore increase the risks associated with the Company's operations.
17. Regulation under Investment Company Act. Although the Company will be
subject to regulation under the Exchange Act, management believes the
Company will not be subject to regulation under the Investment Company Act
of 1940, insofar as the Company will not be engaged in the business of
investing or trading in securities. In the event the Company engages in
business combinations which result in the Company holding passive
investment interests in a number of entities, the Company could be subject
to regulation under the Investment Company Act of 1940. In such event, the
Company would be required to register as an investment company and could be
expected to incur significant registration and compliance costs. The
Company has obtained no formal determination from the Securities and
Exchange Commission as to the status of the Company under the Investment
Company Act of 1940 and, consequently, any violation of such Act could
subject the Company to material adverse consequences.
18. Probable Change In Control and Management. A business combination
involving the issuance of the Company's common stock will, in all
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likelihood, result in shareholders of a target company obtaining a
controlling interest in the Company. Any such business combination may
require shareholders of the Company to sell or transfer all or a portion of
the Company's common stock held by them. The resulting change in control
of the Company will likely result in removal of the present officers and
directors of the Company and a corresponding reduction in or elimination of
their participation in the future affairs of the Company.
19. Taxation. Federal and state tax consequences will, in all likelihood, be
major considerations in any business combination the Company may undertake.
Currently, such transactions may be structured so as to result in tax-free
treatment to both companies, pursuant to various federal and state tax
provisions. The Company intends to structure any business combination so
as to minimize the federal and state tax consequences to both the Company
and the target company and their respective holders; however, there can be
no assurance that such business combination will meet the statutory
requirements of a tax-free reorganization or that the parties will obtain
the intended tax-free treatment upon a transfer of stock or assets. A non-
qualifying reorganization could result in the imposition of both federal
and state taxes which may have an adverse effect on both parties to the
transaction and their shareholders.
ITEM 2. MANAGEMENT'S DISCUSSION, ANALYSIS OR PLAN OF OPERATION
GENERAL BUSINESS PLAN
The Company's purpose is to seek, investigate and, if such investigation
warrants, acquire a target company which desires to seek the perceived
advantages of a corporation which has a class of securities registered under the
Exchange Act.
Management anticipates seeking out a target company through solicitation.
Such solicitation may include newspaper or magazine advertisements, mailings and
other distributions to law firms, accounting firms, investment bankers,
financial advisors and similar persons, the use of one or more World Wide Web
sites and similar methods. No estimate can be made as to the number of persons
who will be contacted or solicited. Management may engage in such solicitation
directly or may employ one or more other entities to conduct or assist in such
solicitation. Management and its affiliates pay referral fees to consultants
and others who refer target businesses for mergers into public companies in
which management and its affiliates have an interest. Payments are made if a
business combination occurs, and may consist of cash or a portion of the stock
in the Company retained by management and its affiliates, or both.
The Company will not restrict its search to any specific business,
industry, or geographical location and the Company may participate in a business
venture of virtually any kind or nature. Management anticipates that it will be
able to participate in only one potential business venture because the Company
has nominal assets and limited financial resources. Please refer to "ITEM F/S.
FINANCIAL STATEMENTS." This lack of diversification should be considered a
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substantial risk to the shareholders of the Company because it will not permit
the Company to offset potential losses from one venture against gains from
another.
The Company may seek a business opportunity with entities which have
recently commenced operations, or which wish to utilize the public marketplace
in order to raise additional capital in order to expand into new products or
markets, to develop a new product or service, or for other corporate purposes.
The Company may acquire assets and establish wholly-owned subsidiaries in
various businesses or acquire existing businesses as subsidiaries.
The Company anticipates that the selection of a business opportunity in
which to participate will be complex and extremely risky. Management believes
(but has not conducted any research to confirm) that there are business entities
seeking the perceived benefits of a publicly registered corporation. Such
perceived benefits may include facilitating or improving the terms on which
additional equity financing may be sought, providing liquidity for incentive
stock options or similar benefits to key employees, increasing the opportunity
to use securities for acquisitions, providing liquidity for shareholders and
other factors. Business opportunities may be available in many different
industries and at various stages of development, all of which will make the task
of comparative investigation and analysis of such business opportunities
difficult and complex.
The Company has, and may continue to have, no capital with which to provide
the owners of business entities with any cash or other assets.
The analysis of new business opportunities will be undertaken by, or under
the supervision of, the officers and directors of the Company and in some cases,
shareholders of the Company whose background makes them capable of assessing
such business opportunities, these persons are not professional business
analysts. In analyzing prospective business opportunities, management may
consider such matters as the available technical, financial and managerial
resources; working capital and other financial requirements; history of
operations, if any; prospects for the future; nature of present and expected
competition; the quality and experience of management services which may be
available and the depth of that management; the potential for further research,
development, or exploration; specific risk factors not now foreseeable but which
then may be anticipated to impact the proposed activities of the Company; the
potential for growth or expansion; the potential for profit; the perceived
public recognition or acceptance of products, services, or trades; name
identification; and other relevant factors.
This discussion of the proposed criteria is not meant to be restrictive of
the Company's virtually unlimited discretion to search for and enter into
potential business opportunities.
The Exchange Act requires that any merger or acquisition candidate comply
with certain reporting requirements, which include providing audited financial
statements to be included in the reporting filings made under the Exchange Act.
The Company will not acquire or merge with any company for which audited
financial statements cannot be obtained at or within a reasonable period of time
after closing of the proposed transaction.
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The Company may enter into a business combination with a business entity
that desires to establish a public trading market for its shares. A target
company may attempt to avoid what it deems to be adverse consequences of
undertaking its own public offering by seeking a business combination with the
Company. Such consequences may include, but are not limited to, time delays of
the registration process, significant expenses to be incurred in such an
offering, loss of voting control to public shareholders or the inability to
obtain an underwriter or to obtain an underwriter on satisfactory terms.
The Company will not restrict its search for any specific kind of business
entities, but may acquire a venture which is in its preliminary or development
stage, which is already in operation, or in essentially any stage of its
business life. It is impossible to predict at this time the status of any
business in which the Company may become engaged, in that such business may need
to seek additional capital, may desire to have its shares publicly traded, or
may seek other perceived advantages which the Company may offer.
Management of the Company, which in all likelihood will not be experienced
in matters relating to the business of a target company, will rely upon its own
efforts in accomplishing the business purposes of the Company. Outside
consultants or advisors may be utilized by the Company to assist in the search
for qualified target companies. If the Company does retain such an outside
consultant or advisor, any cash fee earned by such person will need to be
assumed by the target company, as the Company has limited cash assets with which
to pay such obligation. No such consultant or advisor has been retained.
Following a business combination the Company may benefit from the services
of others in regard to accounting, legal services, underwriting and corporate
public relations. If requested by a target company, management may recommend
one or more underwriters, financial advisors, accountants, public relations
firms or other consultants to provide such services.
A potential target company may have an agreement with a consultant or
advisor providing that services of the consultant or advisor be continued after
any business combination. Additionally, a target company may be presented to
the Company only on the condition that the services of a consultant or advisor
be continued after a merger or acquisition. Such preexisting agreements of
target companies for the continuation of the services of attorneys, accountants,
advisors or consultants could be a factor in the selection of a target company.
STRUCTURE OF ACQUISITION
In implementing a structure for a particular business acquisition, the
Company may become a party to a merger, consolidation, reorganization, joint
venture, or licensing agreement with a target company. It may also acquire
stock or assets of a target company. Upon consummation of an acquisition, it is
likely that the present management and shareholders of the Company will no
longer be in control of the Company. In addition, it is likely that the
Company's officers and director will, as part of the terms of the acquisition
transaction, resign and be replaced by one or more new officers and directors.
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It is anticipated that any securities issued in any such reorganization
would be issued in reliance upon exemption from registration under applicable
federal and state securities laws. In some circumstances, however, as a
negotiated element of its transaction, the Company may agree to register all or
a part of such securities immediately after the transaction is consummated or at
specified times thereafter. If such registration occurs, of which there can be
no assurance, it will be undertaken by the surviving entity after the Company
has entered into an agreement for a business combination or has consummated a
business combination and the Company is no longer considered a blank check
company. The issuance of additional securities and their potential sale into
any trading market which may develop in the Company's securities may depress the
market value of the Company's securities in the future if such a market
develops, of which there is no assurance.
While the terms of a business transaction to which the Company may be a
party cannot be predicted, it is expected that the parties to the business
transaction will desire to avoid the creation of a taxable event and thereby
structure the acquisition in a "tax-free" reorganization under Sections 351 or
368 of the Internal Revenue Code of 1986, as amended (the "Code").
With respect to any merger or acquisition negotiations with a target
company, management expects to focus on the percentage of the Company which
target company shareholders would acquire in exchange for their shareholdings in
the target company. Depending upon, among other things, the target company's
assets and liabilities, the Company's shareholders will in all likelihood hold a
substantially lesser percentage ownership interest in the Company following any
merger with or acquisition of a target company. The percentage of ownership may
be subject to significant reduction in the event the Company acquires a target
company with substantial assets. Any merger or acquisition effected by the
Company can be expected to have a significant dilutive effect on the percentage
of shares held by the Company's shareholders at such time.
The Company will participate in a business opportunity only after the
negotiation and execution of appropriate agreements. Although the terms of such
agreements cannot be predicted, generally such agreements will require certain
representations and warranties of the parties thereto, will specify certain
events of default, will detail the terms of closing and the conditions which
must be satisfied by the parties prior to and after such closing and will
include miscellaneous other terms.
The Company will not acquire or merge with any entity which cannot provide
audited financial statements at or within a reasonable period of time after
closing of the proposed transaction. The Company is subject to all of the
reporting requirements included in the Exchange Act. Included in these
requirements is the duty of the Company to file audited financial statements as
part of or within 60 days following its Form 8-K to be filed with the Securities
and Exchange Commission upon consummation of a merger or acquisition, as well as
the Company's audited financial statements included in its annual report on Form
10-K (or 10-KSB, as applicable). If such audited financial statements are not
available at closing, or within time parameters necessary to insure the
Company's compliance with the requirements of the Exchange Act, or if the
audited financial statements provided do not conform to the representations made
by the target company, the closing documents may provide that the proposed
transaction will be voidable at the discretion of the present management of the
Company.
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NO DIVIDENDS
The Company has not paid any dividends on its common stock; nor does the
Company intend to declare and pay dividends prior to the consummation of an
acquisition. The payment of dividends after any acquisition will be within the
discretion of the Company's then Board of Directors.
EMPLOYEES
The Company presently has no employees. The Company has three officers and
three directors. Mr. Drew Martel is the President and a Director of the
Company, Mr. Chris Farber is the Secretary and a Director of the Company and Mr.
Chris Bogart is the Treasurer and a Director of the Company. Messrs. Martel,
Farber and Bogart are all engaged in other business activities, and the amount
of time they will both devote to the Company's business will vary. Upon
completion of the public offering, it is anticipated that management will devote
such time to the Company's affairs each month as may be necessary to carry on
the Company's business plans.
COMPETITION
The Company will remain an insignificant participant among the firms which
engage in the acquisition of business opportunities. There are many established
venture capital and financial concerns which have significantly greater
financial and personnel resources and technical expertise than the Company. In
view of the Company's combined extremely limited financial resources and limited
management availability, the Company will continue to be at a significant
competitive disadvantage compared to the Company's competitors.
LIQUIDITY AND CAPITAL RESOURCES
The Company has limited working capital and a deficit. The ability of the
Company to continue as a going concern is dependent upon its ability to obtain
adequate financing to reach profitably levels of operation. It is not possible
to predict whether financing efforts will be successful or if the Company will
attain profitable levels of operations.
.
ITEM 3. DESCRIPTION OF PROPERTY
The Company has no properties and at this time has no agreements to acquire
any properties. The Company is presently using as a mailing address, at no
cost, the office of its Corporate Counsel, Heenan Blaikie, 2200-1055 West
Hastings Street, Vancouver, B.C., Canada. See "Item 4. Security Ownership of
Certain Beneficial Owners and Management."
<PAGE>
Page 16
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth each person known by the Company to be the
beneficial owner of five percent or more of the Company's Common Stock, all
directors individually and all directors and officers of the Company as a group.
Unless otherwise noted, each person has sole voting and investment power with
respect to the shares shown.
================================================================================
NAME AND ADDRESS OF SHARES OF COMMON ATTRIBUTED APPROXIMATE
BENEFICIAL OWNER STOCK BENEFICIAL PERCENTAGE
BENEFICIALLY OWNERSHIP OWNED
OWNED
--------------------------------------------------------------------------------
Ramm Capital Corp. 1,000 N/A 0.00001%
c/o Drew Martel
#544-1515 West 2nd Avenue
Vancouver, BC V6J 5C5
--------------------------------------------------------------------------------
Chris Farber 2,000 N/A 0.00002%
#2002-1111 Beach Avenue
Vancouver, BC V6C 1T9
--------------------------------------------------------------------------------
Chris Bogart 1,000 N/A 0.00001%
#201-2483 Yew Street
Vancouver, BC V6K 3H3
--------------------------------------------------------------------------------
Officers and Directors
as a Group (3 people) 4,000 N/A 0.00004%
================================================================================
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
Set forth below is the name of each of the directors and officers of the
Company, all positions and offices with the Company held, the period during
which such person has never served as such, and the business experience during
at least the last five years:
Name Age Positions and Offices Held
---- --- --------------------------
Drew Martel 33 President and Director (since inception)
Chris Farber 33 Secretary and Director (since inception)
Chris Bogart 30 Treasurer and Director (since inception)
There are no agreements or understandings for the officers or directors to
resign at the request of another person and the above-named officers and
directors are not acting on behalf of nor will act at the direction of any other
person.
Mr. Drew Martel - Mr. Martel has served as an Officer and Director with private
and public trading companies. Over the last 7 years he has assisted in securing
<PAGE>
Page 17
financing up to CDN$20,000,000 for a variety of industries such as
entertainment, mining, oil and gas, and the Hi-tech sector. He has worked in a
variety of capacities such as management, corporate communications, and
marketing.
Mr. Chris Farber - For the previous five years, Chris Farber has been employed
as a lawyer. He is presently an associate counsel at Heenan Blaikie, a firm
with offices in all major Canadian cities, Los Angeles and New York. He
restricts his practice to securities law and provides legal services to a number
of publicly traded companies in the US and Canada. Mr. Farber has a bachelor's
degree in economics from University of Victoria. He also has a bachelor's of
law degree (LLB) from the University of Toronto and a Master's degree in
Business Administration from the University of Toronto.
Mr. Chris Bogart - President of IP Capital Corp., a venture capital group out of
Vancouver, BC, Canada. Mr. Bogart brings more than 5 years of public company
experience providing capital funding, investor relations, corporate development
& corporate communications in various business sectors.
Conflicts of Interest.
The Company's officers and directors may organize other companies of a
similar nature and with a similar purpose as the Company. Consequently, there
are potential inherent conflicts of interest in acting as an officer and
director of the Company. Insofar as the officers and the sole director are
engaged in other business activities, he will devote only a minor amount of time
to the Company's affairs. The Company does not have a right of first refusal
pertaining to opportunities that come to management's attention insofar as such
opportunities may relate to the Company's proposed business operations.
A conflict may arise in the event that another blank check and/or blind
pool company (a "blind pool company") with which management is affiliated is
formed and actively seeks a target company. It is anticipated that target
companies will be located for the Company and other blind pool companies in
chronological order of the date of formation of such blind pool companies or by
lot. However, any blank check companies that may be formed may differ from the
Company in certain items such as place of incorporation, number of shares and
shareholders, working capital, types of authorized securities, or other items.
It may be that a target company may be more suitable for or may prefer a certain
blind pool company formed after the Company. In such case, a business
combination might be negotiated on behalf of the more suitable or preferred
blind pool company regardless of date of formation or choice by lot. The
directors will be responsible for seeking, evaluating, negotiating and
consummating a business combination with a target company which may result in
terms providing benefits to the directors.
The Company may agree to pay finder's fees, as appropriate and allowed, to
unaffiliated persons who may bring a target company to the Company where that
reference results in a business combination. No finder's fee of any kind will
be paid by the Company to management or promoters of the Company or to their
affiliates. No loans of any type have, or will be, made by the Company to
management or promoters of the Company or to any of their associates or
affiliates.
Management has not adopted policies involving possible conflicts of
interest.
There are no binding guidelines or procedures for resolving potential
conflicts of interest. Failure by Management to resolve conflicts of interest
in favor of the Company could result in liability of Management to the Company.
However, any attempt by shareholders to enforce a liability of Management to the
Company would most likely be prohibitively expensive and time consuming.
Investment Company Act of 1940.
<PAGE>
Page 18
Although the Company will be subject to regulation under the Securities Act
of 1933 (the "Securities Act") and the Exchange Act, management believes the
Company will not be subject to regulation under the Investment Company Act of
1940 insofar as the Company will not be engaged in the business of investing or
trading in securities. In the event the Company engages in business
combinations which result in the Company holding passive investment interests in
a number of entities the Company could be subject to regulation under the
Investment Company Act of 1940. In such event, the Company would be required to
register as an investment company and could be expected to incur significant
registration and compliance costs. The Company has not obtained a formal
determination from the Commission as to the status of the Company under the
Investment Company Act of 1940. Any violation of such Investment Company Act
would subject the Company to material adverse consequences.
ITEM 6. EXECUTIVE COMPENSATION.
The Company's officers and directors do not receive any compensation for
their services rendered to the Company, have not received such compensation in
the past, and are not accruing any compensation pursuant to any agreement with
the Company.
No retirement, pension, profit sharing, stock option or insurance programs
or other similar programs have been adopted by the Company for the benefit of
its employees.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The Company has no properties and at this time no agreements to acquire any
properties. The Company is presently using the office of it's Corporate Counsel,
Heenan Blaikie, located at 2200-1055 West Hastings Street, Vancouver, B.C.
Canada, at no cost as the Company's office and mailing address. Such arrangement
is expected to continue until completion of the acquisition of a target company.
ITEM 8. DESCRIPTION OF SECURITIES.
The Company is currently authorized to issue one hundred million
(100,000,000) shares of common stock at a par value of one thousandth of one
cent ($0.001) per share of which 24,000 shares were issued and outstanding as of
the date of this Registration Statement. Each outstanding share of common stock
entitles the holder to one vote, either in person or by proxy, on all matters
that may be voted upon by the owners thereof at meetings of the stockholders.
The holders of common stock (i) have equal rights to dividends from funds
legally available therefor, when, as and if declared by the Board of Directors
of the Company; (ii) are entitled to share ratably in all of the assets of the
Company available for distribution to holders of common stock upon liquidation,
dissolution or winding up of the affairs of the Company; (iii) do not have
preemptive, subscription or conversion rights, and (iv) are entitled to one
non-cumulative vote per share on all matters on which stockholders may vote at
all meetings of stockholders.
Reports to Stockholders.
The Company intends to furnish its stockholders with annual reports
containing audited financial statements as soon as practicable after the end of
each fiscal year. The Company's fiscal year ends on December 31 of each year.
In addition, the Company intends to issue unaudited interim reports and
financial statements on a quarterly basis.
<PAGE>
Page 19
Dividends.
The Company has not declared any dividends since inception, and has no
present intention of paying any cash dividends on its common stock in the
foreseeable future. The payment by the Company of dividends, if any, in the
future, rests within the discretion of its Board of Directors and will depend,
among other things, upon its earnings, capital requirements and financial
condition, as well as other relevant factors.
PART II
ITEM 1. MARKET PRICE FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
There is no trading market for the Company's Common Stock at present and
there has been no trading market to date. There is no assurance that a trading
market will ever develop or, if such a market does develop, that it will
continue.
The National Securities Market Improvement Act of 1996 limited the
authority of states to impose restrictions upon sales of securities made
pursuant to Sections 4(1) and 4(3) of the Securities Act of 1933, as amended
(the "Securities Act") and of companies which file reports under Sections 13 or
15(d) of the Securities Exchange Act. The Company intends to file such reports.
As a result, sales of the Company's common stock in the secondary trading market
by the holders thereof may be made pursuant to Section 4(1)of the Securities Act
(sales other than by an issuer, underwriter or broker).
The Securities and Exchange Commission has adopted Rule 15g-9 which
establishes the definition of a "penny stock," for purposes relevant to the
Company, as any equity security that has a market price of less than $5.00 per
share or with an exercise price of less than $5.00 per share, subject to certain
exceptions. For any transaction involving a penny stock, unless exempt, the
rules require: (I) that a broker or dealer approve a person's account for
transactions in penny stocks and (ii) the broker or dealer receive from the
investor a written agreement to the transaction, setting forth the identity and
quantity of the penny stock to be purchased. In order to approve a person's
account for transactions in penny stocks, the broker or dealer must (I) obtain
financial information and investment experience and objectives of the person;
and (ii) make a reasonable determination that the transactions in penny stocks
are suitable for that person and that person has sufficient knowledge and
experience in financial matters to be capable of evaluating the risks of
transactions in penny stocks. The broker or dealer must also deliver, prior to
any transaction in a penny stock, a disclosure schedule prepared by the
Commission relating to the penny stock market, which, in highlight form, (I)
sets forth the basis on which the broker or dealer made the suitability
determination and (ii) that the broker or dealer received a signed, written
agreement from the investor prior to the transaction. Disclosure also has to be
made about the risks of investing in penny stocks in both public offerings and
in secondary trading, and about commissions payable to both the broker-dealer
and the registered representative, current quotations for the securities and the
rights and remedies available to an investor in cases of fraud in penny stock
transactions. Finally, monthly statements have to be sent disclosing recent
price information for the penny stock held in the account and information on the
limited market in penny stocks.
If, after a merger or acquisition, the Company does not meet the
qualifications for listing on the NASDAQ Stock Market Inc.'s SmallCap Market
("NASDAQ-SCM"), the Company's securities may be traded on the OTCBB. The OTCBB
market differs from national and regional stock exchanges in that it (1) is not
sited in a single location but operates through communication of bids, offers
<PAGE>
Page 20
and confirmations between broker-dealers and (2) securities admitted to
quotation are offered by one or more broker-dealers rather than the "specialist"
common to stock exchanges. The Company may seek to have its securities quoted
on the OTCBB or may offer its securities in what are commonly referred to as the
"pink sheets" of the National Quotation Bureau, Inc.
In order to qualify for listing on the NASDAQ-SCM, a company must have at
least (i) net tangible assets of $4,000,000 or market capitalization of
$50,000,000 or net income for two of the last three years of $750,000; (ii)
public float of 1,000,000 shares with a market value of $5,000,000; (iii) a bid
price of $4.00; (iv) three market makers; (v) 300 shareholders and (vi) an
operating history of one year or, if less than one year, $50,000,000 in market
capitalization. For continued listing on the Nasdaq SmallCap Market, a company
must have at least (i) net tangible assets of $2,000,000 or market
capitalization of $35,000,000 or net income for two of the last three years of
$500,000; (ii) a public float of 500,000 shares with a market value of
$1,000,000; (iii) a bid price of $1.00; (iv) two market makers; and (v) 300
shareholders.
If the Company is unable initially to satisfy the requirements for
quotation on the NASDAQ-SCM or becomes unable to satisfy the requirements for
continued quotation thereon, and trading, if any, is conducted in the OTCBB, a
shareholder may find it more difficult to dispose of, or to obtain accurate
quotations as to the market value of, the Company's securities.
ITEM 2. LEGAL PROCEEDINGS.
There is no litigation pending or threatened by or against the Company.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
The Company has not changed accountants since its formation and there are
no disagreements with the findings of its accountants.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.
Other than to its founding shareholders, the Company has not sold any
securities.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Nevada Revised Statutes Chapter 78, Private Corporations, section 78.140,
provides that a Nevada corporation has the power, under specified circumstances,
to indemnify its directors, officers, employees and agents, against judgements,
penalties, fines, settlements, and reasonable expenses incurred in any action,
suit or proceeding: but if the person is found liable to the company or is found
liable on the basis that personal benefit was improperly received by the person,
the indemnification is limited to reasonable expenses actually incurred by the
person and shall not be made in respect of any proceeding in which the person
shall have been found liable for willful or intentional misconduct in the
performance of his duty to the company. The Articles of the Company may
restrict the circumstances under which a company is required or permitted to
indemnify a person.
INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, MAY BE PERMITTED TO DIRECTORS, OFFICERS OR PERSONS
CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING PROVISIONS, IT IS THE OPINION
OF THE SECURITIES AND EXCHANGE COMMISSION THAT SUCH INDEMNIFICATION IS AGAINST
PUBLIC POLICY AS EXPRESSED IN THE ACT AND IS THEREFORE UNENFORCEABLE.
<PAGE>
Page 21
PART F/S
FINANCIAL STATEMENTS
Index
Page
----
Auditors Report dated November 6, 2000 23
Audited Balance Sheets as of October 31, 2000 24
Audited Statement of Operations for the period from
October 6, 2000 (inception) to October 31, 2000 25
Audited Statement of Stockholders' Equity (Deficit)
for the period from October 6, 2000 (inception) to
October 31, 2000 26
Statement of Cash Flows for the period from October 6,
2000 (inception) to October 31, 2000 27
Notes to Financial Statements 28
<PAGE>
Page 22
RAIN CITY ENTERPRISES, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
OCTOBER 31, 2000
AUDITORS' REPORT
BALANCE SHEET
STATEMENT OF OPERATIONS
STATEMENT OF STOCKHOLDERS' EQUITY
STATEMENT OF CASH FLOWS
NOTES TO FINANCIAL STATEMENTS
<PAGE>
Page 23
LABONTE & CO. 1205 - 1095 West Pender Street
----------------------------------------
C H A R T E R E D A C C O U N T A N T S Vancouver, BC Canada
----------------------------------------
V6E 2M6
Telephone (604) 682-2778
Facsimile (604) 689-2778
Email [email protected]
AUDITORS' REPORT
--------------------------------------------------------------------------------
To the Board of Directors of Rain City Enterprises, Inc.
We have audited the balance sheet of Rain City Enterprises, Inc. (A Development
Stage Company) as at October 31, 2000 and the statements of operations, changes
in stockholders' equity and cash flows for the period from October 6, 2000
(inception) to October 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 Canadian and United States generally
accepted auditing standards. 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 October 31, 2000 and the
results of its operations and the changes in stockholders' equity and cash flows
for the period from October 6, 2000 (inception) to October 31, 2000 in
accordance with generally accepted accounting principles in the United States.
/s/ LaBonte & Co.
CHARTERED ACCOUNTANTS
November 6, 2000
Vancouver, B.C.
COMMENTS BY AUDITORS FOR U.S. READERS ON CANADA-UNITED STATES REPORTING
DIFFERENCES
--------------------------------------------------------------------------------
In the United States, reporting standards for auditors' would require the
addition of an explanatory paragraph following the opinion paragraph when the
financial statements are affected by a significant uncertainty such as referred
to in Note 1 regarding the Company's ability to continue as a going concern.
Our report to the directors dated , 2000 is expressed in accordance with
-----
Canadian reporting standards which do not permit a reference to such
uncertainties in the auditors' report when the uncertainties are adequately
disclosed in the financial statements.
/s/ LaBonte & Co.
CHARTERED ACCOUNTANTS
November 6, 2000
Vancouver, B.C.
<PAGE>
Page 24
RAIN CITY ENTERPRISES, INC.
(A Development Stage Company)
BALANCE SHEET
October 31, 2000
================================================================================
ASSETS
CURRENT ASSETS
Cash $ 2,304
================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Due to related parties (Note 3) $ 2,765
--------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY (CAPITAL DEFICIENCY)
Capital stock
Common stock, $0.001 par value, 25,000 shares authorized
24,000 issued and outstanding 24
Deficit accumulated during development stage (485)
--------------------------------------------------------------------------------
(461)
--------------------------------------------------------------------------------
$ 2,304
================================================================================
The accompanying notes are an integral part of these financial statements
<PAGE>
Page 25
RAIN CITY ENTERPRISES, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
October 6, 2000
(inception) to
October 31, 2000
================================================================================
GENERAL AND ADMINISTRATIVE EXPENSES
Office and general $ 485
--------------------------------------------------------------------------------
NET LOSS FOR THE PERIOD $ 485
================================================================================
BASIC NET LOSS PER SHARE $ 0.02
================================================================================
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 24,000
================================================================================
The accompanying notes are an integral part of these financial statements
<PAGE>
Page 26
RAIN CITY ENTERPRISES, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM OCTOBER 6, 2000 (INCEPTION) TO OCTOBER 31, 2000
Deficit
Common Stock Accumulated
During
Number of Amount Development
Shares Stage Total
================================================================================
Common stock
issued for cash
October 6, 2000 4,000 $ 4 $ - $ 4
October 13, 2000 20,000 20 - 20
Net loss for the
period October 6,
2000 (inception)
to October 31, 2000 - - (485) (485)
--------------------------------------------------------------------------------
Balance, October
31, 2000 24,000 $ 24 $ (485) $ (461)
================================================================================
The accompanying notes are an integral part of these financial statements
<PAGE>
Page 27
RAIN CITY ENTERPRISES, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
October 6, 2000
(inception) to
October 31, 2000
================================================================================
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period $ (485)
--------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from directors 2,765
Proceeds on sale of common stock 24
--------------------------------------------------------------------------------
NET CASH FLOWS FROM FINANCING ACTIVITIES 2,789
--------------------------------------------------------------------------------
INCREASE IN CASH 2,304
CASH, BEGINNING OF PERIOD -
--------------------------------------------------------------------------------
CASH, END OF PERIOD $ 2,304
================================================================================
The accompanying notes are an integral part of these financial statements
<PAGE>
Page 28
RAIN CITY ENTERPRISES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 2000
================================================================================
NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION
--------------------------------------------------------------------------------
The Company was incorporated on October 6, 2000 in the State of Nevada. To date
the Company has had no business operations and was organized for the purpose of
creating a corporate vehicle to locate and acquire an operating business. The
ability of the Company to continue as a going concern is dependent on raising
capital to acquire a business venture.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
--------------------------------------------------------------------------------
Use of Estimates and Assumptions
Preparation of the Company's financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures. Accordingly,
actual results could differ from those estimates.
Foreign Currency Translation
The financial statements are presented in United States dollars. In accordance
with Statement of Financial Accounting Standards No. 52, "Foreign Currency
Translation", foreign denominated monetary assets and liabilities are translated
to their United States dollar equivalents using foreign exchange rates which
prevailed at the balance sheet date. Revenue and expenses are translated at
average rates of exchange during the year. Related translation adjustments are
reported as a separate component of stockholders' equity, whereas gains or
losses resulting from foreign currency transactions are included in results of
operations.
Fair Value of Financial Instruments
In accordance with the requirements of SFAS No. 107, the Company has determined
of the estimated fair value of financial instruments using available market
information and appropriate valuation methodologies. The fair value of
financial instruments classified as current assets or liabilities including cash
and cash equivalents and accounts payable approximate carrying value due to the
short-term maturity of the instruments.
Net Loss per Common Share
Basic earnings per share includes no dilution and is computed by dividing income
available to common stockholders by the weighted average number of common shares
outstanding for the period. Dilutive earnings per share reflects the potential
dilution of securities that could share in the earnings of the Company. Because
the Company does not have any potentially dilutive securities, the accompanying
presentation is only of basic loss per share.
NOTE 3 - RELATED PARTY TRANSACTIONS
--------------------------------------------------------------------------------
Certain directors have provided cash loans totalling $2,765 at October 31, 2000.
Amounts due from related parties are non-interest bearing and have no specific
terms of repayment.
<PAGE>
Page 29
PART III
--------
ITEMS 1 & 2 INDEX TO AND DESCRIPTION OF EXHIBITS
------------------------------------------------
Exhibit
-------
(1) Certificate of Incorporation
--- ----------------------------
(2) Certificate of Amendment to Articles of Incorporation
--- -----------------------------------------------------
(3) Articles
--- --------
<PAGE>
Exhibit 1
SECRETARY OF STATE
[GRAPHIC OMITTED]
C/S
THE GREAT SEAL OF THE STATE OF NEVADA
CORPORATE CHARTER
I, DEAN HELLER, the duly elected and qualified Nevada Secretary of State, do
hereby certify that RAIN CIRY ENTERPRISES, INC. did on October 6, 2000 file in
this office the original Articles of Incorporation; that said Articles are now
on file and of record in the office of the Secretary of State of the State of
Nevada, and further, that said Articles contain all the provisions required by
the law of the State of Nevada.
IN WITNESS WHEREOF, I have hereunto set my hand
and affixed the Great Seal of State, at my office, in
Carson City, Nevada, on October 6, 2000.
/s/ Dean Heller
Secretary of State
By /s/ Denise A. Bates
Certification Clerk
C/S
<PAGE>
Exhibit 2
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
(Before Payment of Capital or Issuance of Stock)
Filed by:
DREW MARTEL and CHRISTOPHER D. FARBER certify that:
1. They constitute at least two-thirds of the original directors of Rain
City Enterprises Inc., a Nevada Corporation.
2. The original Articles were filed in the Office of the Secretary of State
on October 6, 2000.
3. As of the date of this certificate, no stock of the corporation has been
issued.
4. They hereby adopt the following amendments to the articles of incorporation
of this corporation:
Article four is amended to read as follows:
Section 4.01 Number and Class. The amount of the total authorized
----------------
capital stock of this corporation is One Hundred Million (100,000,000)
shares with a par value of one thousandth of one cent (0.001) designated as
Common Stock. The Common Stock may be issued from time to time without
action by the stockholders. The Common Stock may be issued for such
consideration as may be fixed from time to time by the Board of Directors.
The Board of Directors may issue such shares of common stock in one or more
series, with such voting powers, designations, preferences and rights or
qualifications, limitations or restrictions thereof as shall be stated in
the resolution or resolutions adopted by them.
Dated this 6th day of October, 2000.
/s/ Drew Martel
---------------------------------------
DREW MARTEL, President
/s/ Christopher D. Farber
---------------------------------------
CHRISTOPHER D. FARBER, Secretary
<PAGE>
Exhibit 3
FILED# C26806-00
ARTICLES OF INCORPORATION OCT 0 6 2000
of
Rain City Enterprises, Inc. IN THE OFFICE OF
/s/ Dean Heller
A Nevada Corporation DEAN HELLER, SECRETARY OF STATE
I, the undersigned, being the original incorporator herein named, for the
purpose of forming a corporation under and pursuant to Chapter 78 of the Nevada
Revised Statutes the general corporation laws of the State of Nevada, to do
business both within and without the State of Nevada, do make and file these
Articles of Incorporation hereby declaring and certifying that the facts herein
stated are true:
ARTICLE I
NAME
The name of the corporation is Rain City Enterprises, Inc.
ARTICLE 11
PRINCIPAL OFFICE
Section 2.01 Resident Agent. The name and address of its resident agent for
service process is Resident Agents of Nevada, Inc. 711 S. Carson Suite 4 Carson
City, Nevada 89701.
Section 2.02 Other Offices. The corporation may also maintain offices for
the transaction of any business at such other places within or without the State
of Nevada as it may from time to time determine. Corporate business of every
kind and nature may be conducted, and meetings of directors and shareholders
held outside the State of Nevada with the same effect as if in the State of
Nevada.
ARTICLE III
PURPOSE
The corporation is organized for the purpose of engaging in any lawful
activity, within or without the State of Nevada.
<PAGE>
Page 2
ARTICLE IV
SHARES OF STOCK
Section 4.01 Number and Class. The amount of the total authorized capital stock
----------------
of this corporation is Twenty-Five Thousand (25,000) shares with a par value of
zero ("0") designated as Common Stock. The Common Stock may be issued from time
to time without action by the stockholders. The Common Stock may be issued for
such consideration as may be fixed from time to time by the Board of Directors.
The Board of Directors may issue such shares of common stock in one of more
series, with such voting powers, designations, preferences and rights or
qualifications, limitations or restrictions thereof as shall be stated in the
resolution or resolutions adopted by them.
Section 4.02 No Preemptive Rights. Holders of the Common Stock of the
-------------------
corporation shall not have any preference, preemptive right, or right of
subscription to acquire any shares of the corporation authorized, issued or
sold, or to be authorized, issued or sold, or to any obligations or shares
authorized or issued or to be authorized or issued, and convertible into shares
of the corporation, nor to any right of subscription thereto, other than the
extent if any, the Board of Directors in its discretion, may determine from time
to time.
Section 4.03 Assessment of Shares. The Common Stock of the corporation,
---------------------
after the amount of the subscription price has been paid, in money, property or
services, as the directors shall determine, shall not be subject to assessment
to pay the debts of the corporation, nor for any other purpose, and no stock
issued as fully paid shall ever be assessable or assessed, and the Articles of
Incorporation shall not be amended in this particular.
ARTICLE V
DIRECTORS
Section 5.01 Governing Board. The members of the board of the corporation
---------------
shall be styled directors.
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Section 5.02 Initial Board of Directors. The Board of Directors shall
--------------------------
consist of at least one (1) but no more than five (5) members. The name(s) and
address(s) of the initial members of the Board of Directors are as follows:
NAME ADDRESS
---- -------
Dwight Alan Teegardin of 711 S. Carson Suite 4 Carson City, Nevada 89701
These individuals shall serve as Directors until the first annual meeting
of the shareholders or until the successors shall have been elected and
qualified.
Section 5.03 Change in the Number of Directors. The number of directors may
---------------------------------
be increased or decreased by duly adopted amendment to the Bylaws of the
corporation.
ARTICLE VI
INCORPORATORS
The name and address of the sole incorporator is Sandra L. Miller 711 S.
Carson, Carson City, Nevada 89701
ARTICLE VII
PERIOD OF DURATION
This corporation is to have A PERPETUAL existence.
ARTICLE VIII
DIRECTORS, AND OFFICERS' LIABILITY
A director or officer of the corporation shall not be personally liable to
this corporation or its stockholders for damages for breach of fiduciary duty as
a director or officer, but the article shall not eliminate or limit the
liability of a director or officer for (1) acts or omissions which involve
intentional misconduct, fraud or a knowing violation of law or (ii) the unlawful
payment of dividends. Any repeal or modification of this Article by the
stockholders of the corporation shall be prospective only, and shall not
adversely affect any limitation on the personal
<PAGE>
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liability of a director or officer of the corporation for acts and omissions
prior to such repeal or modification.
ARTICLE IX
INDEMNITY
Every person who was or is a party to, or is threatened to be made a party
to, or is involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he, or a person of
whom he is the legal representative, is or was a director or officer of the
corporation, or is or was serving at the request of the corporation as a
director or officer of another corporation, or as its representative in a
partnership, joint venture, trust or other enterprise, shall be indemnified and
held harmless to the fullest extent legally permissible under the laws of the
State of Nevada from time to time against all expenses, liability and loss
(including attorneys' fees, judgments, fines and amounts paid or to be paid in
settlement) reasonably incurred or suffered by him in connections therewith.
Such right of indemnification shall be a contract right which may be enforced in
any manner desired by such person. The expenses of officers and directors
incurred in defending a civil or criminal action, suit or proceeding must be
paid by the corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding, upon receipt of an undertaking by
or on behalf of the director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he is not entitled to be
indemnified by the corporation. Such right of indemnification shall not be
exclusive of any other right which such directors, officers or representatives
may have or hereafter acquire, and, without limiting the generality of such
statement, they shall be entitled to their respective rights of indemnification
under any bylaw, agreement, vote of stockholders, provision of law, or
otherwise, as well as their rights under this Article.
Without limiting the application of the foregoing, the Board of Directors
may adopt Bylaws from time to time with respect to indemnification, to provide
at all times the fullest indemnification permitted by the laws of the State of
Nevada,
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Page 5
and may cause the corporation to purchase and maintain insurance on behalf of
any person who is or was a director or officer of the corporation, or is or was
serving at the request of the corporation as director or officer of another
corporation, or as is representative in a partnership, joint venture, trust or
other enterprises against any liability asserted against such person and
incurred in any such capacity or arising out of such status, whether or not the
corporation would have the power to indemnify such person.
The indemnification provided in this Article shall continue as to a person
who has ceased to be a director, officer, employee or agent, and shall inure to
the benefit of the heirs, executors and administrators of such person.
ARTICLE X
AMENDMENTS
Subject at all times to the express provisions of Section 4.03 which cannot
be amended, this corporation reserves the right to amend, alter, change, or
repeal any provision contained in these Articles of Incorporation or its Bylaws,
in the manner now or hereafter prescribed by statute or by these Articles of
Incorporation or said Bylaws, and all rights conferred upon the shareholders are
granted subject to this reservation.
ARTICLE XI
POWERS OF DIRECTORS
In futherance, and not in limitation of the powers conferred by statue, the
Board of Directors is expressly authorized:
(1) Subject to the Bylaws, if any, adopted by the shareholders, to make, alter
or repeal the Bylaws of the corporation;
(2) To authorize and cause to be executed mortgages and liens, with or without
limit as to amount, upon the real and personal property of the
corporation;
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(3) To authorize the guaranty by the corporation of securities, evidences of
of indebtedness and obligations of other persons, corporation and business
entities;
(4) To set apart out of any of the funds of the corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any
such reserve; and
(5) By resolution adopted by a majority of the whole board, to designate one
or more committees, each committee to consist of one or more of the
directors of the corporation, which, to the extent provided in the
resolution or in the By-laws of the Directors in the management of the
business and affairs of the corporation, any may authorize the seal of the
corporation to be affixed to all papers which may require it. Such
committee or committees shall have such name or names as may be stated in
the Bylaws of the corporation or as may be determined from time to time by
resolution adopted by the Board of Directors
All corporate powers of the corporation shall be exercised by the Board of
Directors except as otherwise provided herein or by law.
IN WITNESS WHEREOF, I have hereunto set my hand this 2nd day of October,
2000 hereby declaring and certifying that the facts stated herein above are
true.
/s/ Sandra L. Miller
----------------------------------------
Sandra L. Miller
Sole Incorporator
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Page 7
ACKNOWLEDGMENT
--------------
STATE OF NEVADA )
: ss
CITY OF CARSON )
On this 2nd day of October, 2000 Sandra L. Miller personally appeared be
for me, a Notary Public, and acknowledged to me that she executed the foregoing
instrument for the purposes therein set forth.
================================
ALAN TEEGARDIN /s/ Alan Teegarden
--------------------------------
NOTARY PUBLIC - NEVADA NOTARY PUBLIC
Appt. Recorded In Douglas Co.
MY Appt. Exp. Feb. 27, 2002
No. 98-0750-6
================================
CERTIFICATE OF ACCEPTANCE OF APPOINTMENT OF RESIDENT AGENT
----------------------------------------------------------
IN THE MATTER OF: Rain City Enterprises, Inc.
Resident Agents of Nevada, Inc., Resident Agent # 83364, with address at
711 S. Carson, Carson City, Nevada 89701, hereby accepts the appointment as
Resident Agent of the above-entitled corporation in accordance with NRS 78.090.
Furthermore, that the mailing address for the above registered office is as
set forth above
IN WITNESS WHEREOF, I hereunto set my hand this 2nd day of October 2000.
By /s/ Sandra L. Miller
------------------------------------
Sandra L. Miller
Resident Agents of Nevada, Inc.
Resident Agent # 83364
Resident Agents
<PAGE>
SIGNATURE
---------
Pursuant to the requirements of the Securities Act of 1934, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form 10SB and has duly caused this
Registration Statement to be signed on its behalf by the undersigned hereunto
duly authorized in the City of Vancouver, on the 8th day of November, 2000.
RAIN CITY ENTERPRISES INC.
(Registrant)
By: /s/ Drew Martel
Drew Martel, President and Director
<PAGE>
