As filed with the Securities and Exchange Commission on December 29, 2000
Registration No. 333-48544
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
------------------------------------
FORM SB-2
Registration Statement
Under the Securities Act of 1933
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VENTURELIST.COM, INC.
(Exact name of Registrant as specified in its charter)
Nevada 523900 94-3360099
---------------------------- ------------------------ ---------------------
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation or Industrial Classification Identification Number)
organization) Code Number)
Steve Bauman, President
Venturelist.com, Inc.
583 San Mateo 583 San Mateo
San Bruno, California 94066 San Bruno, California 94066
(650) 588-2628 (650) 246-3696
------------------------------- -----------------------------------
(Address, and telephone number (Name, address and telephone number
of principal executive offices) of agent for service)
Copies to:
David M. Loev
Vanderkam & Sanders
440 Louisiana, Suite 475
Houston, Texas 77002
Phone (713) 547-8900
Facsimile (713) 547-8910
---------------------
Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes effective.
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 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, please check the following box. [ ]
-----------------------
<TABLE>
CALCULATION OF REGISTRATION FEE
========================================== =============== =================== ==================== ================
Title of Each Class of Amount Proposed Maximum Proposed Maximum Amount of
Securities To Be Being Offering Price Aggregate Registration
Registered Registered Per Share(1) Offering Price(1) Fee(2)
------------------------------------------ --------------- ------------------- -------------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, $ .001 par value 2,224,551 .001555555 $ 3,460.41 $ .91
------------------------------------------ --------------- ------------------- -------------------- ----------------
TOTAL.................................. 2,224,551 .001555555 $ 3,460.41 $ .91
========================================== =============== =================== ==================== ================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.
(2) Previously paid with the original filing of our registration statement on
Form SB-2 filed with the SEC October 24, 2000.
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 or until the registration statement shall become effective
on such date as the SEC, acting pursuant to said Section 8(a), may determine.
--------------------------------
<PAGE>
VENTURELIST.COM, INC.
Distribution of 2,224,551 shares of common stock
This prospectus relates to the registration of the proposed
distribution by M&A West, Inc. of 2,224,551shares of Venturelist common stock
outstanding as of November 15, 2000. These shares of common stock represent
approximately 15% of Venturelist's common stock and will be distributed by M&A
West to its stockholders of record as of the record date, which has been
established as November 15, 2000, on the basis of one share of Venturelist
common stock for every five shares of M&A West common stock held of record on
the record date. No consideration will be paid to M&A West or Venturelist by the
M&A West stockholders for the shares of Venturelist received in the
distribution. As of November 15, 2000, the record date,
* there were 11,122,758 shares of M&A West outstanding,
* M&A West retained 11,725,449 shares of Venturelist's common stock, out of
the 13,950,000 shares of Venturelist common stock owned by M&A West prior
to the distribution, and
* Venturelist remained a majority-owned subsidiary of M&A West.
The distribution is expected to be effected as soon as practicable
after the registration statement, of which this prospectus is a part, is
declared effective. Certificates representing the shares of Venturelist common
stock will be mailed to the M&A West stockholders on that date or as soon
thereafter as practicable. No fractional shares of Venturelist common stock will
be issued.
Neither the SEC nor any state securities commission has approved or
disapproved of these securities, or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
--------------------------------
The date of this prospectus is January __, 2001
ii
<PAGE>
<TABLE>
TABLE OF CONTENTS
Page
<S> <C>
Prospectus Summary................................................................................................3
Risk Factors..................................................................................................... 4
Use of Proceeds...................................................................................................8
Capitalization....................................................................................................8
Determination of Offering Price...................................................................................8
Dilution..........................................................................................................8
Selling Stockholders..............................................................................................8
Plan of Distribution..............................................................................................9
Legal Proceedings................................................................................................10
Management.......................................................................................................10
Principal Stockholders...........................................................................................10
Description of Capital Stock.....................................................................................11
Shares Eligible for Future Sale..................................................................................12
Interest of Named Experts and Counsel............................................................................12
Disclosure of Commission Position on Indemnification for Securities Act Liabilities..............................12
Organization Within Last Five Years..............................................................................12
Business.........................................................................................................12
Management's Discussion and Analysis of Financial Condition and Results of Operations............................18
Description of Property..........................................................................................19
Certain Transactions.............................................................................................19
Market for Common Equity and Related Stockholder Matters.........................................................19
Executive Compensation...........................................................................................20
Changes in and Disagreement With Accountants on Accounting and Financial Disclosure..............................21
Legal Matters....................................................................................................21
Experts..........................................................................................................21
Financial Statements............................................................................................F-I
</TABLE>
<PAGE>
PROSPECTUS SUMMARY
This summary highlights selected information contained elsewhere in this
prospectus. To understand this offering fully, you should read the entire
prospectus carefully, including the risk factors and financial statements.
Unless otherwise indicated, this prospectus reflects a 150 for one forward stock
split of our common stock that occurred in October 2000.
Venturelist.com
Venturelist.com provides an Internet portal for start-up businesses seeking
investment capital and accredited investors seeking to invest via the private
equity market. Our goal is to become an online portal successfully serving both
the entrepreneur and investor in private equity transactions ranging from
$100,000 to $5 million. Our strategy includes the development of a Venture
Exchange that will provide a virtual marketplace for entrepreneurs seeking
capital from investors seeking investment opportunities. Our strategy also
includes
<PAGE>
* providing consulting services, and
* business tools to assist entrepreneurs in raising capital.
We maintain a website at www.venturelist.com. Information contained on our web
site is not part of this prospectus. Venturelist was incorporated as a Nevada
corporation in April 2000. Our principal executive offices are located at 583
San Mateo Avenue, San Bruno, California 94066 and our telephone number is (650)
246-3696. All references to we, our or us refer to Venturelist.com, Inc., a
Nevada corporation.
The Distribution
Common Stock to be
Distributed
2,224,551 shares, of
13,950,000 shares of
Venturelist owned by
M&A West, to be
distributed to the
shareholders of M&A
West
Shares of Common Stock Outstanding before Distribution 15,000,000 shares
Shares of Common Stock Outstanding after 15,000,000 shares
Distribution
Risk Factors You should
read our risk
factors in
determining whether
to hold or sell our
shares of common
stock.
No Proceeds The distribution will
result in no proceeds
to us.
Lack of Market for Company Securities There is currently
no market for our
common stock; there
is no assurance that
any market will develop;
if a market develops
for our securities,
it will likely be
limited,sporadic and
highly volatile.
3
<PAGE>
SUMMARY FINANCIAL DATA
The summary financial information presented below is derived from our audited
financial statements for the period from April 19, 2000 (inception) through
September 30, 2000.
<TABLE>
STATEMENT OF Period from April 19, 2000 (inception) through
OPERATION DATA: September 30, 2000
<S> <C>
Revenues $ 927
Advertising Expenses 6,440
General and Administrative
Expenses 65,827
---------
Net Loss $ (71,340)
BALANCE SHEET DATA:
Working Capital $ (1,340)
Long-Term Debt -
Additional Paid in Capital 55,000
Accumulated Deficit (71,340)
Total Stockholders' Equity (deficit) $ (1,340)
</TABLE>
RISK FACTORS
Prospective investors should carefully consider the following risk
factors in addition to the other information contained in this prospectus,
before making an investment decision concerning to hold or sell our common
stock.
Because We Have a Limited Operating History Our Future Success is Uncertain
We commenced operations in April 2000, and as of December 20, 2000,
have generated nominal revenues. Accordingly, we, as a development stage
company, have a limited operating history on which to base an evaluation of our
business and prospects. Our primary activities to date have been capital
formation, the development of our web page and marketing research. Our success
is dependent upon the successful development and marketing of our financial
network through the Internet, as to which there is no assurance. There can be no
assurance that we will be successful in generating revenues from our proposed
financial network.
Our Current Capital Needs Are Reliant on M&A West
We do not currently have available funds sufficient to meet our
anticipated needs for working capital expenditures and business expansion and we
continue to rely on M&A West for financing. We need to raise additional funds in
order to operate independent of M&A West. Our failure to obtain additional
capital may result in our curtailing operations or ceasing to conduct business.
Our Dependence on a Key Person
Our performance is substantially dependent on the continued services
and on the performance of Steve K. Bauman, our president and chief executive
officer. Mr. Bauman is our only full-time employee. The loss of the services of
Mr. Bauman could have a material adverse effect on our business, prospects,
financial condition and results of operations. We have entered into an
employment agreement with Mr. Bauman. We do not maintain "key man" life
insurance policy for Mr. Bauman. Our future success also depends on our ability
to identify, attract, hire, train, retain and motivate other highly skilled
personnel. Competition for such personnel is intense, and there can be no
assurance that we will be able to successfully attract, assimilate or retain
sufficiently qualified personnel.
4
<PAGE>
Reliance on M&A West to Conduct Our Business
Prior to the distribution, we are 93% owned by M&A West, a technology
incubation company. After the distribution, M&A West, will own approximately 78%
of our common stock and we will remain a majority-owned subsidiary of M&A West.
We will rely on the knowledge and experience of M&A West and apply it to the
private equity market. There can be no assurance that we will be successful in
utilizing the experience and knowledge of M&A West. In addition, we have relied
solely on M&A West for working capital and continue to do so. There can be no
assurance that M&A West will continue to finance our operations in the future.
Our Ability to Generate Future Revenues is Unpredictable
As a result of our limited operating history and the emerging nature of
the markets in which we compete, we are unable to accurately forecast our
revenues, if any. Sales and operating results generally depend on the volume of,
timing of and the enrollments/orders received, which are difficult to forecast.
Accordingly, any significant shortfall in revenues in relation to our planned
expenditures will have an immediate adverse effect on our business, prospects,
financial condition and results of operations. Further, as a strategic response
to changes in the competitive environment, we may from time to time make certain
pricing, service or marketing decisions that could have a material adverse
effect on our business, prospects, financial condition and results of
operations.
Our Market is Extremely Competitive and Many of Our Competitors Have Greater
Market Presence and Resources than We Have
We face vigorous competition from companies that have emerged serving
the private equity markets and expect additional companies to compete in this
industry. Additionally, we compete in an industry segment in which numerous
competitors exist that have substantially greater resources than us. There are
several companies that have a meaningful presence on the Internet to provide
capital to emerging growth companies. There can be no assurance that our
existing or potential competitors will not develop products equal to or better
than those marketed by us. We do not anticipate directly competing with
conventional financing sources. In addition, many of these competitors offer a
wider range of services and financial products than we do. Many current and
potential competitors also have greater name recognition and more extensive
customer bases that could be used to accelerate their competitive activity.
Moreover, current and potential competitors have established and may establish
future cooperative relationships among themselves and with third parties to
enhance their products and services in this space. We cannot assure you that we
will be able to compete effectively with current or future competitors or that
the competitive pressures faced by us will not harm our business.
Our Venturelist Brand May Not Achieve the Broad Recognition Necessary to Succeed
We believe that broader recognition and positive perception of the
Venturelist brand are essential to our future success. Successful positioning of
our brand will depend in large part on
* the success of our advertising and promotional efforts,
* an increase in the number of users and subscribers of our web site, and
* the ability to continue to provide a web site and services useful to our
clients.
These expenditures may not result in sufficient increases in revenues
to offset these expenditures.
If We Do Not Continue to Develop and Enhance Our Services in a Timely Manner,
Our Business May be Harmed
Our futures success will depend on our ability to develop and enhance
our services. We operate in a very competitive industry in which the ability to
develop and deliver advanced services through the Internet and other channels is
a key competitive factor. There are significant risks in the development of new
or enhanced services, including the risks that we will be unable to
* effectively use new technologies;
5
<PAGE>
* adapt our services to emerging industry or regulatory standards; or
* market new or enhanced services.
If we are unable to develop and introduce new or enhanced services
quickly enough to respond to our customer requirements or to comply with
emerging industry standards, or if these services do not achieve market
acceptance, our business could be seriously harmed.
Risk of Capacity Constraints on the Venturelist Web Site
Any system interruptions that result in the unavailability of our web
site or reduced order fulfillment performance would reduce the volume of
products and services sold and the attractiveness of our product and service
offerings. Our revenues will depend on the number of subscribers to its web site
as well as the number of customers that utilize our services. We may experience
periodic system interruptions, which we believe will continue to occur from time
to time. Any substantial increase in the volume of traffic on our web site or
the number of subscriptions will require us to expand and upgrade our
* technology,
* transaction-processing systems, and
* network infrastructure.
There can be no assurance that we will be able to accurately project
the rate or timing of increases, if any, in the use of our web site or timely
expand and upgrade our systems and infrastructure to accommodate such increases.
Our Venturelist Web Site Relies on Internally Developed Systems to Accommodate
Traffic and Accept Payment
Our inability to add additional software and hardware or to develop and
upgrade our existing technology, or network infrastructure to accommodate
increased traffic on our web site or increased sales volume through our
transaction-processing systems may cause
* unanticipated system disruptions,
* slower response times,
* impaired quality and speed of order fulfillment, and
* delays in reporting accurate financial information.
Our web site accepts credit card payments in exchange for membership to
our resources for entrepreneurs and venture capitalists. We have engaged
Cybercash to process our credit card transactions and will receive next day
payment for our products. There can be no assurance that we will be able in a
timely manner to effectively upgrade and expand our transaction-processing
systems or to integrate smoothly any newly developed or purchased modules with
our existing systems.
Venturelist will Remain a Majority-Owned Subsidiary of M&A West After the
Distribution
Prior to the distribution, our common stock was beneficially owned 93%
by M&A West and 7% by Steve Bauman, our chief executive officer and president.
Immediately upon completion of this distribution, M&A West will beneficially own
approximately 78% of our common stock. As a result, upon completion of this
offering, M&A West will be able to:
* elect, or defeat the election of, our directors,
* amend or prevent amendment of our Amended and Restated Certificate of
Incorporation or bylaws, or
6
<PAGE>
* effect or prevent a merger, sale of assets or other corporate transaction.
Our stockholders, for so long as they hold less than 50% of the
outstanding voting power, will not be able to control the outcome of such
transactions.
Lack of Public Market for Our Common Stock
Prior to this prospectus, there has been no public trading market for
our common stock. Upon the registration statement becoming effective, the common
stock will not be listed on a national securities exchange, Nasdaq, or on the
OTC Electronic Bulletin Board. Management's strategy is to list the common stock
on the OTC Electronic Bulletin Board as soon as practicable. However, to date we
have not solicited any such securities brokers to become market-makers of our
common stock. There can be no assurance that an active trading market for the
common stock will develop or be sustained upon the registration statement
becoming effective or that the market price of the common stock will not decline
below the initial public trading price. The initial public trading price will be
determined by market makers independent of us.
Antitakeover Effect of Our Charter Provisions
Our board of directors have the authority to issue up to 5,000,000
shares of preferred stock and to determine the price, rights, preferences,
privileges and restrictions, including voting rights, of those shares without
any further vote or action by the stockholders. The rights of the holders of
common stock will be subject to, and may be adversely affected by, the rights of
the holders of any preferred stock that may be issued in the future. The
issuance of preferred stock may have the effect of delaying, deferring or
preventing a change in control of us without further action by the stockholders
and may adversely affect the voting and other rights of the holders of common
stock. To date no preferred stock is outstanding, and we have no present plans
to issue shares of preferred stock. Further, certain provisions of our Amended
and Restated Certificate of Incorporation, bylaws and Nevada law could delay or
make more difficult a merger, tender offer or proxy contest involving us.
We Risk Being Deemed an Investment Company or an Investment Adviser
We may incur significant costs to avoid investment company status or
investment adviser status and may suffer other adverse consequences if deemed to
be an investment company or an investment adviser. It is not economically
feasible for us to be regulated as an investment company or as an investment
adviser because the Investment Company Act and Investment Adviser Act rules are
inconsistent with our strategy of introducing entrepreneurs and start-up
companies to investors.
We are Authorized to Issue Additional Shares of Common Stock
Our Amended and Restated Articles of Incorporation authorize the
issuance of up to 50,000,000 shares of Common Stock. Our Board of Directors have
the authority to issue additional shares of common stock and to issue options
and warrants to purchase shares of our common stock without shareholder
approval. Future issuances of common stock could be at values substantially
below the price at which the stock trades after this offering and therefore
could represent substantial dilution to investors in the offering.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements contained in this prospectus discuss future
expectations, contain projections of results of operation or financial condition
or state other "forward-looking' information. These statements are subject to
known and unknown risks, uncertainties and other factors that could cause the
actual results to differ materially from those contemplated by the statements.
The forward-looking information is based on various factors and is derived using
numerous assumptions. Important factors that may cause actual results to differ
from projections include, for example:
* the success or failure of management's efforts to implement our business
strategy;
* the uncertainty of consumer demand for our products;
* our ability to compete with major established companies;
7
<PAGE>
* our ability to attract and retain quality employees; and
* other risks which may be described in future filings with the SEC.
We do not promise to update forward-looking information to reflect
actual results or changes in assumptions or other factors that could affect
those statements.
USE OF PROCEEDS
We will not receive any proceeds from the distribution of common stock
to M&A West stockholders.
DIVIDEND POLICY
We have not declared or paid cash dividends on our common stock to date. The
current policy of the board of directors is to retain earnings, if any, to
provide funds for operating and expansion of our business. Such policy will be
reviewed by our board of directors from time to time in light of, among other
things, our earnings and financial position.
CAPITALIZATION
The following table sets forth our capitalization as of September 30,
2000.
September 30, 2000
Long-term Debt -
Shareholders Equity:
Common Stock $.001 par value,
50,000,000 shares authorized,
15,000,000 shares issued and
outstanding 15,000
Preferred Stock $.01 par value,
5,000 shares authorized, no
shares issued and outstanding -
Additional Paid in Capital 55,000
Accumulated Deficit (71,340)
----------
Total Shareholders' Equity ($1,340)
==========
DETERMINATION OF OFFERING PRICE
Inapplicable.
DILUTION
Inapplicable.
SELLING STOCKHOLDERS
Inapplicable.
8
<PAGE>
PLAN OF DISTRIBUTION
The board of directors of M&A West has determined that it is in the
best interest of M&A West and its stockholders to make the distribution in the
manner described herein. M&A West and us are engaged in unrelated businesses.
The distribution will result in us being a separate publicly held company.
Manner of Effecting the Distribution
This prospectus relates to the distribution by M&A West of 2,224,551
shares of our common stock owned by M&A West. Our common stock will be
distributed by OTC Stock Transfer, Inc., the distribution agent, to M&A West
stockholders of record as of the record date on the basis of one share of our
common stock for every five shares of M&A West common stock. All such shares of
our common stock will be fully paid and nonassessable and the holders thereof
will not be entitled to preemptive rights. No consideration will be paid to M&A
West or us by the M&A West stockholders for the shares of our common stock
received in the distribution. As of November 15, 2000, there were 11,122,758
shares of M&A West outstanding, therefore, M&A West will retain 11,725,448
shares of our common stock following the distribution and we will remain a
majority-owned subsidiary of M&A West. The distribution is currently expected to
be effected as soon as practicable after the registration statement, of which
this prospectus is a part, is declared effective. Certificates representing the
shares of our common stock will be mailed to the M&A West stockholders on that
date or as soon thereafter as practicable. We will not receive any proceeds from
the resale of common stock by the M&A West stockholders.
Transfer and Resale of Common Stock
The shares of our common stock distributed to the M&A West stockholders
will be freely transferable, except for shares received by persons who may be
deemed to be our "affiliates" under the Securities Act. Persons who may be
deemed to be our affiliates after the distribution include individuals or
entities that control, are controlled by or under common control with us, and
include our directors and principal executive officers, as well as any
stockholder owning 10% or more of the total stock issued and outstanding. Under
Rule 144, resales of common stock for the account of affiliates cannot be made
until the common stock has been held for one year from the later of its
acquisition from us or an affiliate of us. Thereafter, shares of common stock
may be resold without registration subject to Rule 144's:
* volume limitation,
* aggregation,
* broker transaction,
* notice filing requirements, and
* requirements concerning publicly available information about us.
The volume limitations provide that a person (or persons who must
aggregate their sales) cannot, within any three-month period, sell more than the
greater of one percent of the then outstanding shares. The two individuals
listed as our directors and executive management, as well as the Kelly Family
Trust of which Scott Kelly is the beneficial owner, are affiliates of us. As of
October 16, 2000, M&A West had approximately 2,778 stockholders. After the
distribution we will have a minimum of 2,778 Stockholders.
Federal Income Tax Consequences to Shareholders
We and M&A West have not requested and we do not intend to request a
ruling from the Internal Revenue Service or an opinion of tax counsel as to the
federal income tax consequences of the distribution. As of the distribution
date, we believe that the tax consequences to the M&A West stockholders receipt
of our stock is immaterial because we have limited assets, nominal revenues and
there is no market for our stock. M&A West shareholders should consult their own
tax advisors as to the particular tax consequences of the issuance and
disposition of the shares being distributed to them, including the applicability
and effect of state, local and foreign taxes.
You are urged to consult with your own tax advisor as to the particular
tax consequences to you of the distribution of our shares, including the
applicability and effect of any state, local or foreign tax laws, and of change
in the applicable laws.
9
<PAGE>
LEGAL PROCEEDINGS
As of the date of this prospectus, there are no legal proceedings
pending or, to our knowledge, threatened against us or to which we are a party.
MANAGEMENT
Directors and Executive Officers
The following table sets forth the directors and officers of the
company and their respective ages and positions:
Name Age Position
------ ------ -------------
Steve K. Bauman 30 President, Chief Executive Officer and Director
Sal Censoprano 45 Secretary, Treasurer and Director
Steve K. Bauman has served as our President, Chief Executive Officer
and Director since April 2000. From October 1997 through March 2000, Mr. Bauman
served as the President of Tax Lien Information Services, a national due
diligence company which he founded. Prior thereto, from February 1996 through
September 1997, Mr. Bauman served as the Assistant Vice President for Breen
Capital, a financial services company. Mr. Bauman received a Bachelor's Degree
in Finance with an emphasis in Agricultural Science from California State
University, Fresno.
Sal Censoprano has served as our Secretary, Treasurer and Director
since our inception in April 2000 and has also served as Secretary, Chief
Financial Officer and director of M&A West since May 1999. Prior to that time
Mr. Censoprano was self-employed for approximately 15 years as a certified
public accountant, providing tax and accounting services to the public. Mr.
Censoprano received a bachelor's degree in accounting from Queens College, New
York, in 1977, and a masters degree in accounting and taxation from Adelphi
University, Garden City, New York, in 1981.
Directors are elected annually and hold office until the next annual
meeting of out stockholders and until their successors are elected and
qualified. The Board has not established any committees. All executive officers
are chosen by the board of directors and serve at the board's discretion. There
are no family relationships among our officers and directors. We plan to
reimburse directors for any expenses incurred in attending board of directors
meetings.
PRINCIPAL STOCKHOLDERS
The following table presents certain information regarding the
beneficial ownership of Venturelist common stock prior to the distribution, and
after the distribution of such shares to M&A West stockholders by
* each person who owns beneficially more than five percent of the outstanding
shares of common stock,
* each of our directors,
* each named executive officer, and
* all directors and officers as a group.
10
<PAGE>
<TABLE>
Number of Shares Number of Shares of Percentage of Ownership
of Common Stock Common Stock
Beneficially Beneficially
Name and Address Owned Prior to Owned after Before After Distribution
of Beneficial Owners (1)(2) Distribution Distribution Distribution (3)
--------------------------- --------------- ------------- ------------ -------------------
<S> <C> <C> <C> <C>
M&A West, Inc. 13,950,000 11,725,449 93.0% 78.2%
Steve K. Bauman 1,050,000 1,050,000 7.1% 7.1%
Sal Censoprano - 8,000 - *
Scott L. Kelly (4) 13,950,000 12,741,488 93.0% 84.9%
Kelly Family Trust (4) - 1,016,040 - 6.8%
All officers and directors 1,050,000 1,058,000 7.1% 7.1%
as a group (2) persons
</TABLE>
----------
* Less than one percent.
(1) The business address of each individual is the same as the address of our
principal executive offices.
(2) Unless otherwise noted, each person or entity has sole investment power and
sole voting power over the shares disclosed.
(3) M&A West, Inc. had 11,122,758 shares of common stock outstanding as of the
record date.
(4) The Kelly Family Trust, of which Mr. Kelly serves as Trustee, is the
beneficial owner of approximately 60% of the shares of M&A West, Inc., and
will receive 1,016,040 shares of our stock in connection with the
distribution. Mr. Kelly is an affiliate of Venturelist due to his ability
to exercise control over M&A West.
DESCRIPTION OF CAPITAL STOCK
Common Stock
We are authorized to issue up to 50,000,000 shares of common stock, par
value of $.001 per share. There are 15,000,000 shares of common stock issued and
outstanding.
The holders of shares of common stock are entitled to one vote per
share on each matter submitted to a vote of stockholders. In the event of
liquidation, holders of common stock are entitled to share ratably in the
distribution of assets remaining after payment of liabilities, if any. Holders
of common stock have no cumulative voting rights, and, accordingly, the holders
of a majority of the outstanding shares have the ability to elect all of the
directors. Holders of common stock have no preemptive or other rights to
subscribe for shares. Holders of common stock are entitled to such dividends as
may be declared by the board of directors out of funds legally available
therefor. The outstanding common stock is, and the common stock to be
outstanding upon completion of this offering will be, validly issued, fully paid
and non-assessable.
Preferred Stock
We have authorized the issuance of up to 5,000,000 shares of preferred
stock, par value of $ .01 per share. We have no present plans for the issuance
of such preferred stock. The issuance of such preferred stock could adversely
affect the rights of the holders of common stock and, therefore, reduce the
value of the common stock. It is not possible to state the actual effect of the
issuance of any shares of preferred stock on the rights of holders of the Common
Stock until the board of directors determines the specific rights of the holders
of the preferred stock. However, these effects might include:
* restricting dividends on the Common Stock;
* diluting the voting power of the Common Stock;
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* impairing the liquidation rights of the Common Stock; and
* delaying or preventing a change in control of Venturelist without further
action by the Stockholders.
Transfer Agent
OTC Stock Transfer, Inc. serves as the transfer agent for our shares
of common stock.
SHARES ELIGIBLE FOR FUTURE SALE
As of November 15, 2000, a total of 15,000,000 shares of common stock
were outstanding. The distribution of 2,224,551 shares of company common stock
to M&A West shareholders will be eligible for immediate resale in the public
market, with the exception of our shares distributed to Sal Censoprano, our
Secretary and director, and Scott Kelly, the beneficial owner of the Kelly
Family Trust which possesses significant voting control over M&A West. All of
the remaining 12,775,449 shares of common stock outstanding will be subject to
resale pursuant to provisions of Rule 144 and will not be eligible for resale
before June 2001. The Shares distributed to Sal Censoprano and the Kelly Family
Trust will be subject to Rule 144 volume limitations and notice filing
requirements. Sal Censoprano and the Kelly Family Trust, of which Scott Kelly is
the beneficial owner, will be entitled to sell within any three-month period a
number of shares of common stock that does not exceed the greater of 1% of the
then-outstanding shares of our common stock (approximately 150,000 shares after
giving effect to the distribution) and the average weekly trading volume of our
common stock during the four calendar weeks preceding such sale.
INTEREST OF NAMED EXPERTS AND COUNSEL
None.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES
ACT LIABILITIES
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the small
business issuer pursuant to the foregoing provisions, or otherwise, the small
business issuer has been advised that in the opinion of the SEC 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 the small business issuer of expenses incurred or
paid by a director, officer or controlling person of the small business issuer
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the small business issuer 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 by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
ORGANIZATION WITHIN LAST FIVE YEARS
See "Certain Relationships and Related Transactions".
BUSINESS
We provide an Internet portal for investors and entrepreneurs to build
awareness and facilitate transactions pertaining to the private equity markets.
We were formed in April 2000 to provide a virtual platform for private equity
market transactions, supplying news and current events, and investment
transactions. We plan to target start-up businesses seeking to raise between
$100,000 and $5,000,000, as well as venture capital firms, Angel investors and
accredited investors seeking high-return investments. We expect to not only
match entrepreneurs with accredited investors, we will write or assist in
writing, the business plan, publicize the company, introduce different financing
sources, and provide consulting services throughout the financing process.
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Management's strategy is to become one of the leading Internet resources
for
* entrepreneurs seeking capital and
* investors seeking high-return investments.
We offer start-up companies an Internet-based solution for finding and
receiving funding, while offering the investment community alternative
investments.
The Internet
The Internet is a global collection of thousands of computer networks
interconnected to enable commercial organizations, educational institutions,
government agencies and individuals to communicate electronically, access and
share information and conduct business. Presently, commercial organizations and
individuals are dominating the use of the Internet. Recent technological
advances, improved microprocessor speed and the development of easy-to-use
graphical user interfaces, combined with cultural and business changes, have
enabled the Internet to be integrated into the operations, strategies, and
activities of countless commercial organizations and individuals.
The advent of the Internet has provided opportunities to develop
businesses never before possible. The Internet provides a centralized
marketplace for transactions and the sharing of instantaneous information,
regardless of geographical location. As a result many existing as well as new
businesses are utilizing this tool to enhance their company's performance.
Providing the marketplace to facilitate the flow of business ideas and potential
funding sources between entrepreneurs and qualified investors is no exception.
Industry Background
Typical sources of financing for start-up companies is generally
comprised of friends and family, Angel investors, venture capitalists and other
accredited investors. It is often difficult for smaller companies to obtain
financing. These start-up companies often do not have in-house corporate finance
expertise and must
* rely on outside sources to locate capital,
* structure equity or debt offerings, and
* assist in completing transactions.
These companies typically focus upon capital sources within their
immediate geographic markets, even though more advantageous terms may be
available elsewhere.
Currently, it is difficult for start-up companies to obtain financing
as there is little guidance to follow. These infant stage companies often have
nothing more than an idea and have difficulty developing a business plan. Even
if these companies are successful in creating a business plan, they have
difficulty reaching an audience of investors. On the other hand, venture
capitalists and Angel investors are constantly flooded with a myriad of business
plans that arrive in various stages of completion. Venture capitalists have not
only been overwhelmed with start-up businesses seeking financing, but the
investment amounts have increased. With the size of investments increasing,
venture capitalists have begun to focus on these larger deals. This allows them
to employ larger amounts of capital per transaction, decreasing the overall
amount of time and expense needed to operate their underlying business. This has
moved larger venture capitalists away from investing in start-up businesses and
has left behind a more unstructured and fragmented group of smaller venture
capitalists and angel investors. Many promising ideas simply get lost in the
shuffle or are never presented to appropriate investors.
The Venturelist.com Solution
Venturelist was founded to capitalize on the underserved private equity
market for start-up companies and investors seeking high-return investments. We
believe the private equity market is particularly suited to the Internet to
connect entrepreneurs and business executives with financing sources and service
providers who can assist with capital and advisory services. We believe an
online portal for the private equity markets promises significant benefits
because it provides start-up companies and entrepreneurs with access to
financing sources, ancillary service providers and the venture capital industry
in general.
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Products and Services
We believe the products and services provided by us enable
entrepreneurs and private equity investors to conduct transactions, transmit
information and educate themselves on current market conditions.
Virtual Exchange
Venturelist is currently providing a Venture Exchange that is an investment
marketplace for entrepreneurs seeking capital from investors who are
seeking investment opportunities. Entrepreneurs have the opportunity to
* post specific information about their company, and
* list an executive summary.
Qualifiedinvestors that have registered with us can view specific areas
where they have an interest. The data is then used to match the idea with
the capital funding services. We currently charge entrepreneurs a quarterly
fee of $100, and investors a quarterly fee of $50.
By the first quarter of 2001, Venturelist expects to provide additional
private equity exchanges covering the areas of mergers and acquisitions. To
become a part of any of the Virtual Exchange programs, a participant must
become a member, which is a fee-based membership. The Virtual Exchange
merely introduces entrepreneurs and financing sources and we are not
involved in the consummation of a transaction are not compensated beyond
the quarterly subscription fee. Entrepreneurs and investors are able to
transmit and receive information through Venturelist's Virtual Exchange.
Consulting Services
If an entrepreneur needs special assistance in the funding process that
exceeds the capabilities of the virtual exchange, Venturelist intends to
provide hands-on consulting. This will be a fee-based service that takes a
viable business plan through each step up to and including funding from an
investor. There will be an initial application fee to better understand the
plan in order to increase the likelihood of attracting the attention of
potential funding sources.
With respect to our consulting services
* we may elect to receive cash and/or stock if we are successful in
introducing an entrepreneur to a financing source that makes an
investment,
* we will only make financing sources aware of investment opportunities,
* we will not get involved with negotiations regarding an investment,
including the amount, the type and nature of the security or
securities,
* all investment discussions will be directly between the entrepreneurs
and the financing sources being introduced by us and we will not
render any advice as to the success or failure of the entrepreneur's
business venture, and
* any exchange of funds will occur directly between the parties without
our involvement.
By the first quarter of 2001, we expect to begin providing consulting
services.
Business Tools
We realize that there are many hurdles facing a start-up business. Often it
is an ineffective business plan that leads to a denial of funding from a
potential investor. We expect our business development tools to provide the
resources to reduce the likelihood of rejection for the entrepreneur.
Business Plan Analyzer - V-PAS
------------------------------
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Our on-line rating system evaluates a business plan for its viability as an
investment. We consulted with the venture capital community to better
understand the specific criteria used when evaluating a business plan for
investment. After compiling this information, we comprised a set of
standard parameters that are used to numerically value a business plan. The
maximum points the V-PAS scoring system allows is 100 points. The higher
the score, the more valuable the business plan is to the investment
community. We have composed a team of independent contractors to evaluate
business plans and make suggestions for proposed changes based on the
standards we have developed, on an as needed basis. The International
Angels Organization, an angel investor organization unaffiliated with us,
recognizes V-PAS as an effective standard of its kind.
Business Plan Analysis/Writing System- V-BPAS
---------------------------------------------
Often the entrepreneurs that Venturelist encounters have nothing more than
an executive summary. V-BPAS offers a wide range of business plan writing
services. This system offers software for the do-it-yourselfer, as well as
professional business plan writers. This tiered service offers the
entrepreneur a choice in the amount of resources he allots to develop his
business plan.
Publication
By virtue of our core business we will accumulate information regarding the
private equity markets. By receiving feedback from our members with respect
to transactions they have completed, we will learn what sectors investors
are actively funding and how much money is being invested into start-up
companies. Using this proprietary information, Venturelist will publish a
quarterly newsletter, thereby establishing us as a valuable source for the
private equity community.
Competition
The private equity market, particularly over the Internet, is new,
rapidly evolving and intensely competitive, which competition we expect to
intensify in the future. Barriers to entry are minimal, and current and new
competitors can launch new sites at a relatively low cost. We face competition
from a number of sources, including
* venture capital firms,
* investment banks,
* online markets and portals for start-up companies and venture investors,
Internet incubator firms,
* Internet venture capital sites,
* international accounting firms,
* international and regional systems consulting and implementation firms,
* business development software firms,
* media outlets and
* marketing and communication firms.
Many of our competitors have longer operating histories and
significantly greater financial, technical and marketing resources and name
recognition than ours. In addition, many of our competitors offer a wider range
of services and financial products than we do.
We believe that the principal competitive factors in our market are
* brand recognition,
* alternative financing sources,
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* investment choices,
* personalized services,
* convenience,
* price,
* accessibility,
* quality of search tools,
* quality of editorial and other site content, and
* reliability and speed of fulfillment.
Many of our current and potential competitors have
* longer operating histories,
* larger customer bases,
* greater brand recognition, and
* significantly greater financial, marketing and other resources than us.
In addition, private equity companies may be acquired by, receive
investments from or enter into other commercial relationships with larger,
well-established and well-financed companies as use of the Internet and other
online services increases. Certain of our competitors may be able to devote
greater resources to marketing and promotional campaigns, adopt more aggressive
pricing and devote substantially more resources to web site and systems
development than us. Increased competition may result in reduced operating
margins, loss of market share and a diminished brand franchise. There can be no
assurance that we will be able to compete successfully against current and
future competitors, and competitive pressures faced by us may have a material
adverse effect on our business, prospects, financial condition and results of
operations.
Further, as a strategic response to changes in the competitive
environment, we may from time to time make certain pricing, service or marketing
decisions or acquisitions that could have a material adverse effect on our
business, prospects, financial condition and results of operations. New
technologies and the expansion of existing technologies may increase our
competitive pressures. For example, client-agent applications that select
specific sources of capital from a variety of web sites may channel customers to
private equity sources that compete with us. In addition, companies that control
access to transactions through network access or web browsers could promote our
competitors or charge us a substantial fee for inclusion.
Strategic Alliances
Venturelist has developed key strategic alliances with equipment
leasing companies, and insurance providers.
EquipmentLeasing is a valuable resource for our entrepreneur members to
assist them in growing their businesses. Through our alliances, we have
direct access to several companies that provide lease financing. We expect
to generate a one percent transaction fee for these special services.
As a business grows, so does its liability exposure. We have formed an
alliance with Nasdaq Issuer Insurance Agency to provide for the insurance
needs of our entrepreneurial members.
Venturelist is currently courting relationships that will provide
* direct products and services from the venture capital industry,
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* angel investor networks,
* human resource services and
* media distribution channels.
With these additional alliances Venturelist will have a complete value
added package available for private equity participants to profit from.
Sales and Marketing
Our goal is to become a worldwide source for private equity markets. We
will initially focus on the United States markets. Our marketing strategy is
designed to
* strengthen the Venturelist.com brand name,
* increase traffic to our web site,
* build strong entrepreneur and investor loyalty,
* maximize repeat usage of our products and services, and
* develop incremental revenue opportunities.
We expect to utilize
* print advertisements,
* public relations,
* direct mailings,
* search engines,
* e-mail newsletters and
* other business development and promotional activities to achieve these
goals.
In addition, loyal, satisfied users also generate word-of-mouth
advertising and awareness, and are able to reach thousands of other
entrepreneurs and investors because of the reach of online communications.
Research and Development
We have spent a nominal amount since our inception relating to research
and development activities.
Employees
We anticipate hiring employees as we grow. As of December 20, 2000, we
employed one full-time employee and utilized the services of various M&A West
personnel.
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Available Information
The SEC maintains a web site on the Internet that contains reports,
proxy and information statements and other information regarding issuers that
file electronically with the SEC. The address of the site is http:\\www.sec.gov.
Visitors to the site may access such information by searching the EDGAR database
on the site.
Prior to the date of this prospectus, the company was not subject to
the information and reporting requirements of the Exchange Act. As a result, the
company will become subject to such requirements and, in accordance therewith,
the company will file periodic reports, proxy materials and other information
with the SEC. We will provide its stockholders with annual reports containing
audited financial statements and, if determined to be feasible, quarterly
reports for the first three quarters of each fiscal year containing unaudited
financial information. We have filed a registration statement of Form SB-2 under
the Securities Act, with respect to the securities being registered. This
prospectus does not contain all the information set forth in the registration
statement and the exhibits and schedules there to, which reference is hereby
made. Copies of the registration statement and its exhibits are on file at the
offices of the SEC and may be obtained upon payment of the fees prescribed by
the SEC or may be examined, without charge, at the public reference facilities
of the SEC, 450 Fifth Street, Northwest, Washington D.C. 20549.
The public may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. We will provide without
charge to each person who receives a copy of the prospectus, upon written or
oral request of such person, a copy of any of the information that is
incorporated by reference in this prospectus (not including exhibits to the
information that is incorporated by reference unless the exhibits are themselves
specifically incorporated by reference). Such request should be directed to us,
attention Steve Bauman, at 583 San Mateo Avenue, San Bruno, California 94066.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following discussion should be read in conjunction with our
financial statements.
We are a development stage company with a limited operating history. We
were was incorporated in April 2000, but have conducted limited business
operations as we have had limited cash and assets. Since inception, we have
concentrated on the development of our web site. As of December 20, 2000, we had
generated nominal revenues. There exists limited historic operations with
respect to our operations. Our fiscal year is September 30. The financial
information contained in this prospectus is for the period from April 19, 2000
(inception) through September 30, 2000.
We are registering the distribution of our shares by M&A West to the
M&A West shareholders to establish a public trading market for our common stock.
We believe that the distribution offers several advantages over a traditional
initial public offering. This type of offering gives us an opportunity to offer
our common stock to investors who we believe, as M&A West stockholders, already
have some interest in Venturelist.com. This form of offering also is more cost
effective than the traditional method since there will not be any underwriting
discounts and commissions.
In addition, M&A West management supports the dividend because they
believe it will benefit M&A West stockholders by:
* enabling M&A West stockholders to increase or decrease their level of
participation in our new business by varying their level of investment in
us; and
* allowing M&A West and us to pursue different operating strategies, given
our different business environments and competitive market conditions.
During the next twelve months, we expect to take the following steps in
connection with the development of our business and the implementation of our
plan of operations:
* entertain merging or acquiring a specialty financial company;
* consult companies seeking financing;
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* add any additional functionality to our web site that may be warranted in
order to remain competitive;
* generate traffic to our web site through marketing and promotional
activities;
* hire and train additional staff, including marketing staff, administrative
personnel and technical developers; and
* identify new facilities for our business, if necessary.
Each of these steps present significant risks with respect to our
ability to implement our plan of operations which are discussed in the "Risk
Factors" section of this prospectus. You should carefully review these risks.
We have a limited operating history on which to base an evaluation of
its business and prospects. Our prospects must be considered in light of the
risks, expenses and difficulties frequently encountered by companies in their
early stage of development, particularly companies in new and rapidly evolving
markets such as private equity markets. We will encounter various risks in
implementing and executing its business strategy. There can be no assurance that
we will be successful in addressing such risks, and the failure to do so could
have a material adverse effect on our business, prospects, financial condition
and results of operations.
Our internally generated cash flows from operations have been and
continue to be insufficient for its cash needs. It is expected that we will
generate cash flows from operations in the foreseeable future, but there is no
assurance as to the period of time that any such cash flows will be sufficient
to cover cash requirements. We have historically relied upon financing provided
by M&A West to supplement our operations and continue to rely upon such
financing. We will likely rely on external financing to supplement our
operations.
Our current cash forecasts indicate that there will be negative cash
flow from operations for the foreseeable future. In the future, we will be
required to
* seek debt or equity financing (public or private),
* curtail operations,
* sell assets, or
* otherwise bring cash flows in balance when it approaches a condition of
cash insufficiency.
Management anticipates a need for approximately $300,000 to meet our
anticipated needs for working capital, capital expenditures and business
development for the next twelve months. We have no specific commitments with
respect to this financing and there is no assurance that we will be successful
in any such effort.
DESCRIPTION OF PROPERTY
We do not currently lease office space and utilize the facilities of
M&A West.
CERTAIN TRANSACTIONS
In June 2000, we issued Steve Bauman 1,050,000 shares of common stock
in consideration for services rendered valued at $5,000.
In June 2000, we issued M&A West 13,950,000 shares of common stock in
consideration for $10,000.
From June through September 2000, M&A West contributed an additional
$55,000 and received no additional shares of our common stock.
MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS
Currently there is no public trading market for our securities.
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The Securities and Exchange Commission adopted Rule 15g-9, which
established 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:
* that a broker or dealer approve a person's account for transactions in
penny stocks; and
* 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 trans actions in penny
stocks, the broker or dealer must
* obtain financial information and investment experience and objectives of
the person; and
* 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
* sets forth the basis on which the broker or dealer made the suitability
determination; and
* 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
stock in both public offering 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.
EXECUTIVE COMPENSATION
The following table sets forth information with respect to our chief
executive officer for the fiscal year ended September 30, 2000.
<TABLE>
Summary Compensation Table
Long-Term All
Name & Principal Fiscal Other Annual Compensation other
Position Year Salary Bonus Compensation(1) Options Compensation
----------------- ------ ------ ----- ---------------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Steve Bauman,
Chief Executive Officer
and President 2000 $20,000 - - - -
</TABLE>
-------------
(1) The named executive officer did not receive perquisites or other benefits
valued in excess of 10% of the total reported annual salary and bonus.
Employment Agreements
In June 2000, Steve Bauman entered into an employment agreement with us
which provides for a base salary of $40,000 per year. The employment agreement
is for an unspecified term and we may terminate the agreement upon notice due to
discontinuance of its business.
Limitation of Directors' Liability
Our Amended and Restated Articles of Incorporation eliminate, to the
fullest extent permitted by the Nevada General Corporation Law, the personal
liability of our directors for monetary damages for breaches of fiduciary duty
by such directors. However, our Amended and Restated Articles of Incorporation
do not provide for the elimination of or any limitation on the personal
liability of a director for
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* acts or omissions which involve intentional misconduct,
* fraud or a knowing violation of the law, or
* unlawful corporate distributions.
This provision of the Amended and Restated Articles of Incorporation
will limit the remedies available to the stockholder who is dissatisfied with a
decision of the board of directors protected by this provision; such
stockholder's only remedy may be to bring a suit to prevent the action of the
board. This remedy may not be effective in many situations, because stockholders
are often unaware of a transaction or an event prior to board action in respect
of such transaction or event. In these cases, the stockholders and we could be
injured by a board's decision and have no effective remedy.
CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTSON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
LEGAL MATTERS
Certain legal matters with respect to the issuance of shares of common
stock offered hereby will be passed upon for us by Vanderkam & Sanders, Houston,
Texas.
EXPERTS
The financial statements for the period from April 19, 2000 (inception)
through September 30, 2000, included in this registration statement have been
included herein in reliance upon the report of Malone & Bailey, PLLC,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 24. Indemnification of Directors and Officers
Nevada law authorizes corporations to limit or eliminate the personal
liability of directors to corporations and their stockholders for monetary
damages for breach of directors' fiduciary duty of care. The amended and
restated articles of incorporation of Venturelist.com limit the liability of
directors to Venturelist.com or its stockholders to the fullest extent permitted
by Nevada law. Specifically, directors will not be personally liable for
monetary damages for breach of a director's fiduciary duty as a director, except
for liability
* for acts or omissions not in good faith that constitute a breach of duty of
the director to us or an act or omission which involves intentional
misconduct or a knowing violation of law,
* for an act or omission for which the liability of a director is expressly
provided by an applicable statute, or
* for any transaction from which the director received an improper personal
benefit, whether the benefit resulted from an action taken within the scope
of the director's office.
The inclusion of this provision in the amended and restated articles of
incorporation may have the effect of reducing the likelihood of derivative
litigation against directors, and may discourage or deter stockholders or
management from bringing a lawsuit against directors for breach of their duty of
care, even though such an action, if successful, might otherwise have benefitted
us and our stockholders.
Our bylaws provide for the indemnification of our executive officers
and directors, and the advancement to them of expenses in connection with any
proceedings and claims, to the fullest extent permitted by Nevada law. The
bylaws include related provisions meant to facilitate the indemnities' receipt
of such benefits. These provisions cover, among other things: (i) specification
of the method of determining entitlement to indemnification and the selection of
independent counsel that will in some cases make such determination, (ii)
specification of certain time periods by which certain payments or
determinations must be made and actions must be taken, and (iii) the
establishment of certain presumptions in favor of an indemnitee. Insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers or persons controlling us pursuant to the
foregoing provisions, we have been informed that, in the opinion of the SEC,
such indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.
Item 25. Other Expenses of Issuance and Distribution
The following table sets forth the estimated expenses to be incurred in
connection with the distribution of the securities being registered. The
expenses shall be paid by the Registrant.
SEC Registration Fee................................... $ .91
Printing and Engraving Expenses........................ *
Legal Fees and Expenses................................ *
Accounting Fees and Expenses........................... *
Miscellaneous.......................................... *
TOTAL.................................................. $ .*
* To be provided by amendment.
Item 26. Recent Sales of Unregistered Securities
In June 2000, we issued 13,950,000 shares of our common stock to M&A
West and 1,050,000 shares of our common stock to Steve Bauman in connection with
our formation for $10,000 cash and services rendered valued at $5,000. We
believe the transaction was exempt from registration pursuant to Section 4(2) of
the Securities Act, as the recipients had sufficient knowledge and experience in
financial and business matters that they were able to evaluate the merits and
risks of an investment in us, and since the transactions were non-recurring and
privately negotiated.
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Item 27. Exhibits
INDEX TO EXHIBITS
Exhibit No. Identification of Exhibit
----------- -------------------------
3.1(1) Amended and Restated Articles of Incorporation
3.2(1) By-Laws of Venturelist.com
4.1(1) Form of Specimen of common stock
5.1(2) Legal Opinion
10.1(1) Employment Agreement of Steve Bauman
23.1(2) Consent of Malone & Bailey, PLLC
23.2(3) Consent of Vanderkam & Sanders
27.1(1) Financial Data Schedule
-------------------
(1) Filed as an Exhibit to the company's registration statement on Form SB-2
(File No. 333-48544) and herein incorporated by reference.
(2) Filed herewith.
(3) Contained in Exhibit 5.1.
Item 28. Undertakings
(a) 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:
i. To include any prospectus required by Section 10(a)(3) of the
Securities Act;
ii. Reflect in the prospectus any facts or events arising after
the effective date of which, individually or together,
represent a fundamental change in the information in the
registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the SEC pursuant to Rule
424(b) of this chapter) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration
statement; and
iii.Include any additional or changed material on the plan of
distribution.
(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 therein, 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 which remain unsold at the
termination of the offering.
(4) i. That, for the purpose of determining liability under the
Securities Act, the information omitted from the form of
prospectus filed as part of this registration statement in
reliance upon Rule 430A and contained in a form of prospectus
filed by the registrant pursuant to Rule 424(b)(1) or (4), or
497(h) under the Securities Act shall be deemed to be part of
this registration statement as of the time the Commission
declared it effective.
ii. For determining any liability under the Securities Act, each
post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
23
<PAGE>
(b) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the SEC 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 the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the registrant 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 by
it is against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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, thereunto duly authorized, in the
City of San Bruno, California, on the 29th day of December, 2000.
VENTURELIST.COM, INC.
By: /s/ Steve Bauman
--------------------------------------
Steve Bauman, Chief Executive Officer
This registration statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature Title Date
--------- ------- -------
/s/ Steve Bauman President, CEO and Director December 29, 2000
----------------------
Steve Bauman
/s/ Sal Censoprano Treasurer, Secretary and Director December 29, 2000
----------------------
Sal Censoprano
