================================================================================
As filed with the Securities and Exchange Commission on October 24, 2000
Registration No. _________
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
____________________________________
FORM SB-2
Registration Statement
Under the Securities Act of 1933
____________________________________
VENTURELIST.COM, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
Nevada 523900 94-3360099
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<S> <C> <C>
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation or Industrial Classification Identification Number)
organization) Code Number)
</TABLE>
Venturelist.com, Inc.
Steve Bauman, President
583 San Mateo 583 San Mateo
San Bruno, California 94066 San Bruno, California 94066
(650) 588-2628 (650) 246-3696
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(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. [ ]
---------------------------------
CALCULATION OF REGISTRATION FEE
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================================= ------------ ------------------ ------------------ --------------
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 Fee
Price(1)(2)
<S> <C> <C> <C> <C>
================================= ------------ ----------------- ------------------ ==============
Common Stock 2,224,551 .001555555 $ 3,460.41 $ .91
================================= ============ ================= ================== ==============
TOTAL......................... 2,224,551 .001555555 $ 3,460.41 $ .91
================================= ============ ================= ================== ==============
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.
(2) The book value of the common stock, calculated pursuant to Rule 457(f).
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 distribution by M&A
West, Inc. of 2,224,551shares of company common stock outstanding as of October
24, 2000. These shares of common stock represent approximately 15% of the
company's common stock and will be distributed by M&A West, Inc. 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 company common stock for every
five shares of M&A West, Inc. common stock held of record on the record date. No
consideration will be paid to M&A West, Inc. or the company by the M&A West,
Inc. stockholders for the shares of the company received in the distribution. As
of October 24, 2000, there were 11,122,758 shares of M&A West, Inc. outstanding.
Following the distribution, assuming 11,122,758 shares of M&A West, Inc. are
outstanding as of the record date, M&A West, Inc. will own 11,725,448 shares of
the company common stock. 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 the company
common stock will be mailed to the M&A West stockholders on that date or as soon
thereafter as practicable. No financial shares of the Company's common stock
will be issued.
If you reside in a state in which the state securities laws do not permit a
readily available exemption for the distribution of the shares, M&A West
reserves the right to issue cash in lieu of shares, at a price of $.01 per
share, the Company's book value, as there is no ascertainable fair market value
for the shares.
Neither the Nasdaq Stock Market nor any national securities exchange lists
Venturelist.com's common stock. Prior to this offer, there has been no public
market for Venturelist.com's common stock. There can be no assurance that a
market for such securities will develop.
We have not applied to register the shares in any state. An exemption from
registration will be relied upon in the states where the shares are distributed
and may only be traded in such jurisdictions after compliance with applicable
securities laws. There can be no assurances that the shares will be eligible for
sale or resale in such jurisdictions. We intend to apply for a manual exemption
which would permit secondary trading in various states, however we are under no
requirement to do so. Rather, we retain the option and anticipate that we will
pay the dividend in cash rather than in shares to holders of M&A West common
stock that reside in states which do not provide for an exemption from state
registration for this offering.
As the distribution of the shares of common stock is being registered under
the Securities Act, holders who subsequently resell such shares to the public
may be deemed to be underwriters with respect to such shares of common stock for
purposes of the Securities Act with the result that they may be subject to
certain statutory liabilities if the registration statement is defective by
virtue of containing a material misstatement or omitting to disclose a statement
of material fact. The company has not agreed to indemnify any of the M&A West,
Inc. stockholders regarding such liability.
--------------------------------
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<S> <C>
This investment involves a high degree of risk. Neither the SEC nor any state securities commission
You should purchase shares only if you can afford a has approved or disapproved of these securities, or
complete loss. See "Risk Factors" beginning on determined if this prospectus is truthful or
page 6. complete. Any representation to the contrary is a
criminal offense.
</TABLE>
The date of this prospectus is _______ , 2000
<PAGE>
TABLE OF CONTENTS
Page
------
Prospectus Summary..........................................................3
Risk Factors............................................................... 6
Use of Proceeds............................................................12
Determination of Offering Price............................................13
Dilution...................................................................13
Capitalization.............................................................13
Plan of Distribution and Selling Stockholders..............................13
Legal Proceedings..........................................................14
Management.................................................................15
Principal Stockholders.....................................................16
Description of Capital Stock...............................................16
Shares Eligible for Future Sale............................................17
Interest of Named Experts and Counsel......................................17
Disclosure of Commission Position on Indemnification for Securities Act
Liabilities................................................................17
Organization Within Last Five Years........................................17
Business...................................................................17
Management's Discussion and Analysis of Financial Condition and Results of
Operations.................................................................22
Description of Property....................................................22
Certain Transactions.......................................................22
Market for Common Equity and Related Stockholder Matters...................22
Executive Compensation.....................................................23
Experts....................................................................23
Changes in and Disagreement With Accountants on Accounting and Financial
Disclosure.................................................................23
Legal Matters..............................................................23
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with SEC.
These securities may not be sold nor may offers to buy be accepted prior to the
time the registration statement becomes effective. This prospectus shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state.
2
<PAGE>
PROSPECTUS SUMMARY
This summary highlights selected information contained elsewhere in this
prospectus. It is not complete and may not contain all of the information that
is important to you. 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 company common stock that occurred in October 2000.
Venturelist.com
Venturelist.com provides an Internet portal for start-up businesses seeking
investment capital and (2) accredited investors seeking to invest via the
private equity market. The company's goal is to become the premier online portal
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. The company's
strategy also includes providing consulting services, business tools, and
seminars to assist entrepreneurs in raising capital.
The company 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.
The Distribution
Common Stock to be Distributed 2,224,551 shares to
be distributed to the shareholders
of M&A West, Inc.
Shares of Common Stock Outstanding
before Distribution 15,000,000 shares
Shares of Common Stock Outstanding after 15,000,000 shares
Distribution
Risk Factors An investment in the shares of common
stock involves a high degree of risk.
Prospective investors are urged to
carefully review the factors set forth
in "Risk Factors" beginning on page 6.
No Proceeds The distribution will result in no
proceeds to the company.
Lack of Market for Company Securities There is currently no market for the
company's common stock; there is no
assurance that any market will
develop; if a market develops for
the company's securities, it will
likely be limited, sporadic and
highly volatile.
3
<PAGE>
QUESTIONS AND ANSWERS CONCERNING
THE STOCK DISTRIBUTION
Will Every Stockholder Share in Proportion to Their M&A West Holdings?
Yes, the stockholders of record at November 15, 2000, will receive one
share of Venturelist.com for every five shares of M&A West common stock owned.
However, certain states may not allow us to distribute the shares without
registration or qualification in that particular state. Therefore, we have the
right to pay you $.01, the Company's book value, as the dividend for each share
you would have received.
What is the Connection Between M&A West and Venturelist.com?
Prior to this dividend and after this dividend we will be a subsidiary of
M&A West.
Why are We Engaging in This Distribution?
The dividend represents Venturelist.com's initial public offering of its
securities, although it is different than a traditional offering in that
securities are directed only to eligible M&A West stockholders. We believe that
the dividend has 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.
Can I Sell My Shares?
Upon the effectiveness of our registration statement with the SEC, the
shares of commons stock will be freely tradeable, assuming any market for these
securities ever develops.
Where Will the Venturelist.com Common Stock Trade?
There is currently no public market for our common stock. We expect that
our securities will trade on the OTC Electronic Bulletin Board. We can not
assure you that a market for our common stock will develop or if it does develop
that the market will be sustained.
What Will Be My Relevant Income Tax Consequences?
Neither the Company nor M&A West, Inc. has obtained a private letter ruling
from the Internal Revenue Service nor an opinion of tax counsel with respect to
possible federal income tax consequence of the distribution. M&A West, Inc.
shareholders should consult their own tax advisor as to the particular tax
consequences of the issuance and distribution of the shares being distributed to
them, including the applicability and effect of state, local and foreign taxes.
4
<PAGE>
SUMMARY FINANCIAL DATA
The summary financial information presented below is derived from the
audited financial statements of the Company 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>
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 its
business strategy;
* the uncertainty of consumer demand for the company's products;
* the company's ability to compete with major established companies;
* the effect of changing economic conditions;
* the company's ability to attract and retain quality employees; and
* other risks which may be described in future filings with the SEC. The
company does not promise to update forward-looking information to
reflect actual results or changes in assumptions or other factors that
could affect those statements.
5
<PAGE>
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 the common stock.
Limited Operating History
Venturelist.com commenced operations in April 2000, and as of September 30,
2000, has generated nominal revenues. Accordingly, the company, as a development
stage company, has a limited operating history on which to base an evaluation of
its business and prospects. Its primary activities to date have been capital
formation, the development of its web page and marketing research. The company's
success is dependent upon the successful development and marketing of its
financial network through the Internet, as to which there is no assurance.
Unanticipated problems, expenses and delays are frequently encountered in
establishing a new business and developing new products. Such risks for the
company include, but are not limited to, an evolving and unpredictable business
model ,competition, indadequate sales and marketing, and the management of
growth. To address these risks, the company must, among other things, establish
a customer base, implement and successfully execute its business and marketing
strategy, continue to develop and upgrade its technology and
transaction-processing systems, improve its web site, respond to competitive
developments, and attract, retain and motivate qualified personnel. There can be
no assurance that the company will be successful in addressing such risks, and
the failure to do so could have a material adverse effect on the company's
business, prospects, financial condition and results of operations.
Current Capital Needs
The company does not currently have available funds sufficient to meet its
anticipated needs for working capital expenditures and business expansion and
continues to rely on M&A West, Inc. for financing. The company needs to raise
additional funds in order to operate independent of M&A West, Inc. The company
may need to raise additional funds sooner in order to fund more rapid expansion,
to develop new or enhanced services or products, to respond to competitive
pressures or to acquire complementary products, businesses and technologies. If
additional funds are raised through the issuance of equity or convertible debt
securities, the percentage ownership of the stockholders of the company will be
reduced, stockholders my experience dilution and such securities may have
rights, preferences and privileges senior to those of the company's common
stock. There can be no assurance that additional financing will be available on
terms favorable to the company or at all. If adequate funds are not available or
are not available on acceptable terms, the company may not be able to fund its
expansion, take advantage of unanticipated acquisition opportunities, develop or
enhance services or products or respond to competitive pressures. Such inability
could have a material adverse effect on the company's business, results of
operations and financial condition. See "Management Discussion and Analysis of
Financial Conditions and Results of--Liquidity and Capital Resources."
Regulation in the Securities and Mergers and Acquisitions Industry
The industry in which the company intends to operate is subject to
extensive regulation on the federal, state and local levels. Among other
regulations, securities offerings are subject to rules and regulations of the
Securities and Exchange Commission and State "blue sky" authorities. The company
believes that it will be required to structure its operations and fee structures
in accordance with applicable state and federal securities laws. There can be no
assurance as to what, if any, future actions such legislative and regulatory
authorities may take or the effect thereof on the industry or the company.
Dependence on Key Personnel; Need For Additional Personnel
The company's performance is substantially dependent on the continued
services and on the performance of its senior management and other key
personnel, particularly Steve K. Bauman, its chief president and chief executive
officer. The company's performance also depends on the company's ability to
retain and motivate Mr. Bauman and other future employees. The loss of the
services of Mr. Bauman could have a material adverse effect on the company's
business, prospects, financial condition and results of operations. The company
has entered into an employment agreement with Mr. Bauman. The company does not
maintain "key man" life insurance policies for Mr. Bauman or any other key
personnel. The company's future success also depends on its ability to identify,
attract, hire, train, retain and motivate other highly skilled technical,
managerial, editorial, marketing and customer service personnel. Competition for
such personnel is intense, and there can be no assurance that the company will
be able to successfully attract, assimilate or retain sufficiently qualified
personnel. The failure to retain and attract the necessary technical,
managerial, editorial, marketing and customer service personnel could have a
material adverse effect on the company's business, prospects, financial
condition and results of operations. See "Business -- Employees" and
"Management."
6
<PAGE>
Reliance on M&A West, Inc.
Prior to the distribution, Venturelist.com was 93% owned by M&A West, Inc.,
a technology incubation company. After the distribution, assuming that M&A West
has 11,122,758 shares outstanding as of the record date, M&A West, will own
approximately 78% of the company's common stock. M&A West has experience
providing consulting services in the public arena. Venturelist.com 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 the company will be successful in
utilizing the experience and knowledge of M&A West.
Unpredictability of Future Revenues
As a result of the company's limited operating history and the emerging
nature of the markets in which it competes, the company is unable to accurately
forecast its 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. The company may be unable to adjust spending in a timely
manner to compensate for any unexpected revenue shortfall. Accordingly, any
significant shortfall in revenues in relation to the company's planned
expenditures would have an immediate adverse effect on the company's business,
prospects, financial condition and results of operations. Further, as a
strategic response to changes in the competitive environment, the company may
from time to time make certain pricing, service or marketing decisions that
could have a material adverse effect on its business, prospects, financial
condition and results of operations. See "Business -- Competition."
Potential Fluctuations in Quarterly Operating Results
The company expects to experience significant fluctuations in its future
quarterly operating results due to a variety of factors, many of which are
outside the company's control. Factors that may adversely affect the company's
quarterly operating results include:
* the company's ability to attract new entrepreneurs and financing
sources at a steady rate and maintain customer satisfaction,
* the company's ability to operate at favorable gross margins,
* the announcement or introduction of new sites, services and products
by the company and its competitors,
* price competition,
* the level of use of the Internet and online services and increasing
consumer acceptance of the Internet and other online services for the
purchase of consumer products and services such as those offered by
the company,
* the level of traffic/users on the company's web site,
* technical difficulties, system downtime or Internet brownouts,
* the amount and timing of operating costs and capital expenditures
relating to expansion of the company's business, operations and
infrastructure,
* governmental regulation, and
* general economic conditions and economic conditions specific to the
Internet, online commerce and the private equity market.
Competition
The company will face vigorous competition from companies that have emerged
serving the private equity markets and expects additional companies to compete
in this industry. Additionally, the company competes in an industry segment in
which numerous competitors exist that have substantially greater resources than
the company. 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 existing or potential competitors of the company will not develop
products equal to or better than those marketed by the company. The company does
not anticipate directly competing with conventional financing sources. The
company intends to welcome any and all legitimate financing sources to
participate in its clients financing needs.
Established professional service and financial firms could leverage their
existing and future relationships with startups, expertise, and established
reputations to quickly enter our market, thereby reducing the demand for, or the
prices of our services. If we are unable to compete effectively with these
competitors, the quality of the companies applying to us for assistance may be
reduced. Many of the company's current and potential competitors have longer
operating histories, larger customer bases, greater brand recognition and
significantly greater financial, marketing and other resources than the company.
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. Consequently, new competitors or alliances may emerge and rapidly
acquire significant market shares. 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. Certain of the company's
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 the company. Increased competition may
result in reduced operating margins, loss of market share and diminished name
recognition. There can be no assurance that the company will be able to compete
successfully against current and future competitors, and competitive pressures
faced by the company may have a material adverse effect on the company's
business, prospects, financial condition and results of operations. Further, as
a strategic response to changes in the competitive environment, the company may
from time to time make certain pricing, service or marketing decisions or
acquisitions that could have a material adverse effect on its business,
prospects, financial condition and results of operations. New technologies and
the expansion of existing technologies may increase the competitive pressures on
the company.
Our Venturelist.com Brand May Not Achieve the Broad Recognition Necessary to
Succeed
We believe that broader recognition and positive perception of the
Venturelist.com brand are essential to our future success. Accordingly, we
intend to continue to pursue an aggressive brand enhancement strategy, which
will include multimedia advertising, promotional programs and public relations
activities. These initiatives will require significant expenditures. If our
brand enhancement strategy is unsuccessful, these expenses may never be
recovered and we may be unable to increase revenues. 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. In addition, even if brand recognition
increases, the number of new users or the number of subscribers to our web sites
many not increase. Even if the number of new subscribers increases, those
subscribers may not receive or obtain financing from our web site.
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; 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 market 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.
Dependence on the Internet Infrastructure
The company's success will depend, in large part, upon the maintenance of
the Internet infrastructure, such as a reliable network backbone with the
necessary speed, data capacity and security. Timely development of enabling
products should provide reliable web access and services and improved content.
To the extent that the Internet continues to experience increased numbers of
users, frequency of use or increased bandwidth requirements of users, there can
be no assurance that the Internet infrastructure will continue to be able to
support the demands placed on it or that the performance or reliability of the
Internet will not be adversely affected. Furthermore, the Internet has
experienced a variety of outages and other delays as a result of damage to
portions of its infrastructure, and such outages and delays could adversely
affect the web sites of customers utilizing the company's solutions and the
level of traffic on such web sites. In addition, the Internet could lose its
viability as a form of media due to delays in the development or adoption of new
standards and protocols (for example, the next-generation Internet protocol)
that can handle increased levels of activity. There can be no assurance that the
infrastructure or complementary products or services necessary to establish and
maintain a web site as a viable commercial medium will be developed, or, if they
are developed, that the Internet will become a viable commercial medium for
customers. If the necessary infrastructure, standards or protocols or
complementary products, services or facilities are not developed, or if the
Internet does not become a viable commercial medium, the company's business,
results of operations and financial condition will be materially and adversely
affected. Even if such infrastructures, standards or protocols or complementary
products, services or facilities are developed, there can be no assurance that
the company will not be required to incur substantial expenditures in order to
adapt its solutions to changing or emerging technologies, which could have a
material adverse effect on the company's business, results of operations and
financial condition. Moreover, critical issues concerning the commercial use and
government regulation of the Internet (including security, cost, ease of use and
access, intellectual property ownership and other legal liability issues)
remains unresolved and could materially and adversely impact both the growth of
the Internet and the company's business, results of operations and financial
condition.
7
<PAGE>
Risk of Capacity Constraints
A key element of the company's strategy is to generate a high volume of
traffic on, and use of, its web site. Accordingly, the satisfactory performance,
reliability and availability of the company's web site, transaction-processing
systems and network infrastructure are critical to the company's reputation and
its ability to attract and retain customers and maintain adequate customer
service levels. The company's revenues will depend on the number of subscribers
to its web site as well as the number of customers that utilize services offered
by the company. Any system interruptions that result in the unavailability of
the company's web site or reduced order fulfillment performance would reduce the
volume of products and services sold and the attractiveness of the company's
product and service offerings. The company may experience periodic system
interruptions, which it believes will continue to occur from time to time. Any
substantial increase in the volume of traffic on the company's web site or the
number of subscriptions will require the company to expand and upgrade further
its technology, transaction-processing systems and network infrastructure. There
can be no assurance that the company will be able to accurately project the rate
or timing of increases, if any, in the use of its web site or timely expand and
upgrade its systems and infrastructure to accommodate such increases.
Reliance on Internally Developed Systems
The company uses an internally developed system for its web site and search
engine. The company's web site accepts credit card payments in exchange for
membership to the company's resources for entrepreneurs and venture capitalists.
The company has engaged Cybercash to process its credit card transactions and
will receive next day payment for its products. The company's inability to add
additional software and hardware or to develop and upgrade further its existing
technology, or network infrastructure to accommodate increased traffic on its
web site or increased sales volume through its 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. In addition, although the company works to prevent
unauthorized access to company data, it is impossible to completely eliminate
this risk. There can be no assurance that the company will be able in a timely
manner to effectively upgrade and expand its transaction-processing systems or
to integrate smoothly any newly developed or purchased modules with its existing
systems. Any inability to do so would have a material adverse effect on the
company's business, prospects, financial condition and results of operations.
See "Business -- Technology."
Risk of System Failure
The company's success, in particular its ability to successfully receive
and fulfill subscriptions and orders largely depends on the efficient and
uninterrupted operation of its computer and communications hardware systems.
Substantially all of the company's computer and communications hardware is
located with Digital Bridge in Arizona. The company's systems and operations are
vulnerable to damage or interruption from fire, flood, power loss,
telecommunications failure, break-ins, and similar events. The company does not
presently have redundant systems or a formal disaster recovery plan and does not
carry sufficient business interruption insurance to compensate it for losses
that may occur. Despite the implementation of network security measures by the
company, its servers are vulnerable to computer viruses, physical or electronic
break-ins and similar disruptions, which could lead to interruptions, delays,
loss of data or the inability to accept and fulfill customer orders. The
occurrence of any of the foregoing risks could have a material adverse effect on
the company's business, prospects, financial condition and results of
operations.
8
<PAGE>
Dependence on Continued Growth of Online Commerce
The company's future revenues and any future profits are substantially
dependent upon the widespread acceptance and use of the Internet and other
online services as an effective medium of commerce by consumers. Rapid growth in
the use of and interest in the web, the Internet and other online services is a
recent phenomenon, and there can be no assurance that acceptance and use will
continue to develop or that a sufficiently broad base of consumers will adopt,
and continue to use, the Internet and other online services as a medium of
commerce. Demand and market acceptance for recently introduced services and
products over the Internet are subject to a high level of uncertainty and there
exist few proven services and products. Traditional means of investing and
raising capital generally involve numerous face-to-face meetings. Our business
requires entrepreneurs and venture capital investors, who have relied in the
past upon traditional means of investing and raising capital, to submit
information through our web site. Accordingly, we must conduct marketing and
sales efforts to educate these prospective clients about the uses and benefits
of investing and raising capital online. For example, we must persuade our
prospective startup clients that the services we offer, such as facilitating
venture capital transactions, and business model review and counseling, provide
value in relation to the services that our competitors offer, principally
providing the capital. If our online and our traditional consulting services are
not accepted by these prospective clients, our business will be seriously
harmed.
Online Commerce Security Risks
A significant barrier to online commerce and communications is the secure
transmission of confidential information over public networks. The company
relies on encryption and authentication technology licensed from third parties
to provide the security and authentication necessary to effect secure
transmission of confidential information, such as customer credit card numbers.
There can be no assurance that advances in computer capabilities, new
discoveries in the field of cryptography, or other events or developments will
not result in a compromise or breach of the algorithms used by the company to
protect customer transaction data. If any such compromise of the company's
security were to occur, it could have a material adverse effect on the company's
reputation, business, prospects, financial condition and results of operations.
A party who is able to circumvent the company's security measures could
misappropriate proprietary information or cause interruptions in the company's
operations. The company may be required to expend significant capital and other
resources to protect against such security breaches or to alleviate problems
caused by such breaches. Concerns over the security of transactions conducted on
the Internet and other online services and the privacy of users may also inhibit
the growth of the Internet and other online services generally, and the web in
particular, especially as a means of conducting commercial transactions. To the
extent that activities of the company or third-party contractors involve the
storage and transmission of proprietary information, such as credit card
numbers, security breaches could damage the company's reputation and expose the
company to a risk of loss or litigation and possible liability. There can be no
assurance that the company's security measures will prevent security breaches or
that failure to prevent such security breaches will not have a material adverse
effect on the company's business, prospects, financial condition and results of
operations.
Risks Associated With Entry Into New Business Areas
The company may choose to expand its operations by developing new web
sites, promoting new or complementary products or sales formats, expanding the
breadth and depth of products and services offered or expanding its market
presence through relationships with third parties. In addition, the company may
pursue the acquisition of new or complementary businesses, products or
technologies, although it has no present understandings, commitments or
agreements with respect to any material acquisitions or investments. There can
be no assurance that the company would be able to expand its efforts and
operations in a cost-effective or timely manner or that any such efforts would
increase overall market acceptance. Furthermore, any new business or web site
launched by the company that is not favorably received by consumers could damage
the company's reputation or the Venturelist.com brand. Expansion of the
company's operations in this manner would also require significant additional
expenses and development, operations and editorial resources and would strain
the company's management, financial and operational resources. The lack of
market acceptance of such efforts or the company's inability to generate
satisfactory revenues from such expanded services or products to offset their
cost could have a material adverse effect on the company's business, prospects,
financial condition and results of operations.
Trademarks And Proprietary Rights
Legal standards relating to the validity, enforceability and scope of
protection of certain proprietary rights in Internet-related industries are
uncertain and still evolving, and no assurance can be given as to the future
viability or value of any proprietary rights of the company or other companies
within the industry. The company relies on copyright and trademark law, as well
as confidentiality agreements, to protect our intellectual property. The company
has filed a trademark application for the service mark Venturelist which is
pending. There can be no assurance that the steps taken by the company to
protect its proprietary rights will be adequate or that third parties will not
infringe or misappropriate the company's proprietary rights. Any such
infringement or misappropriation, should it occur, could have a material adverse
effect on the company's business, results of operations and financial condition.
Furthermore, there can be no assurance that the company's business activities
will not infringe upon the proprietary rights of others, or that other parties
will not assert infringement claims against the company. From time to time the
company has been, and expects to continue to be, subject to claims in the
ordinary course of its business, including claims of alleged infringement of the
trademarks and other intellectual property rights of third parties by the
company and its business partners. The company believes these claims will not
have a material adverse effect on the company's operations. There can be no
assurance that litigation in the future will not have a material adverse effect
on the company's business, results of operations or financial condition, such
claims and any resultant litigation, should it occur, could subject the company
to significant liability for damages and could result in invalidation of the
company's proprietary rights and, even if not meritorious, could be
time-consuming and expensive to defend, and could result in the diversion of
management time and attention, any of which could have a material adverse effect
on the company's business, results of operations and financial condition.
9
<PAGE>
Control of The Company
Prior to the distribution, the company's common stock is beneficially owned
93% by M&A West, Inc. and 7% by Steve Bauman, the company's chief executive
officer and president. Immediately upon completion of this distribution,
assuming that M&A West, Inc. has 11,122,758 shares outstanding as of the record
date, the outstanding common stock will be beneficially owned approximately 78%
by M&A West, Inc. and 7% by Steve Bauman, the company's chief executive officer
and president. The above persons and entities will hold an aggregate of
approximately 85% of the outstanding voting power of the company immediately
upon completion of this offering. As a result, upon completion of this offering,
M&A West, Inc. and Mr. Bauman will be able to:
* elect, or defeat the election of, the company's directors,
* amend or prevent amendment of the company's Amended and Restated
Certificate of Incorporation or bylaws, or
* effect or prevent a merger, sale of assets or other corporate
transaction.
The company's stockholders, for so long as they hold less than 50% of the
outstanding voting power of the company, will not be able to control the outcome
of such transactions. The extent of ownership by M&A West, Inc. and the company
directors may have the effect of preventing a change in control of the company
or discouraging a potential acquirer from making a tender offer or otherwise
attempting to obtain control of the company, which in turn could have an adverse
effect on the market price of the common stock.
Lack of Public Market for the Company's Common Stock
Propr to this prospectus, there has been no public trading market for the
company's 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 the company has not solicited any such securities brokers to become
market-makers of the company's 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 the
company.
Fluctuation in Price of Company' Common Stock
The trading price of the company' common stock could be subject to wide
fluctuations in response to:
* variations in quarterly results of operations,
* announcements of technological innovations or new solutions by the
company or its competitors, and
* other events or factors, many of which are beyond the company's
control.
10
<PAGE>
In addition, the stock market has usually experienced extreme price and
volume fluctuations which have affected the market price for many companies in
the Internet industry which have been unrelated to the operating performance of
these companies. These market fluctuations may have a material adverse effect on
the market price of the company's common stock.
Antitakeover Effect of Certain Charter Provisions
The company's 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 the company 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
the company has no present plans to issue shares of preferred stock. Further,
certain provisions of the company's Amended and Restated Certificate of
Incorporation, bylaws and Nevada law could delay or make more difficult a
merger, tender offer or proxy contest involving the company.
Risks of 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 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.
The Securities Enforcement and Penny Stock Reform Act of 1990; Risks of
Low-Priced Stocks
The Securities Enforcement and Penny Stock Reform Act of 1990 requires
additional disclosure relating to the market for penny stocks in connection with
trades defined as penny stock. The Commission has adopted regulations that
generally define a penny stock to be any equity security that has a market price
of less than $5.00 per share, subject to certain exceptions. Such exceptions
include any equity security listed on Nasdaq and any equity security issued by
an issuer that has (i) net tangible assets of at least $2,000,000, if such user
has been in continuous operation for 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 annual revenue of at least $6,000,000, if such
issuer has been continuous operation for less than three years. Unless an
exception is available, the regulations require the delivery, prior to any
transaction involving a penny stock, of a disclosure schedule explaining the
penny stock market and the risks associated therewith.
Authorization of Additional Shares of Common Stock
The company's Amended and Restated Articles of Incorporation authorize the
issuance of up to 50,000,000 shares of common stock. The company's Board of
Directors has the authority to issue additional shares of common stock and to
issue options and warrants to purchase shares of the company's common stock
without shareholder approval. Future issuance 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.
Lack of Disinterested, Independent Directors
All of the directors of the company have a direct financial interest in the
company. While management believes that its current directors will be able to
exercise their fiduciary duties as directors, the company intends to add an
independent, disinterested director to serve on the board of directors in the
near future. See "Management."
USE OF PROCEEDS
The company will not receive any proceeds from the distribution of common
stock to M&A West stockholders.
DIVIDEND POLICY
The company has not declared or paid cash dividends on its 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 the company's business.
Such policy will be reviewed by the board of directors of the company from time
to time in light of, among other things, the company's earnings and financial
position.
11
<PAGE>
CAPITALIZATION
The following table sets forth the capitalization of the company 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.
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 the company are engaged in unrelated businesses.
The distribution will result in the company 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 the
company by the M&A West stockholders for the shares of our common stock received
in the distribution. As of October 24, 2000, these were 11,122,758 shares of M&A
West, Inc. outstanding. Following the distribution, assuming 11,122,758 shares
of M&A West, Inc. are outstanding, M&A West will own approximately 11,725,448
shares of our common stock or our other securities. 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.
12
<PAGE>
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 the
company, 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 the company or an affiliate of the company. 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 the
company.
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
directors and executive management of the company are affiliates of the company.
After the distribution we believe we will have more than 2,500 stockholders.
Federal Income Tax Consequences to Shareholders
Neither the Company nor M&A West has requested nor do they 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. 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.
LEGAL PROCEEDINGS
As of the date of this prospectus, there are no legal proceedings pending
or, to the company's knowledge, threatened against the company or to which it is
a party.
13
<PAGE>
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 President, Chief Executive Officer and
Director of the company since May 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 Secretary, Treasurer and Director of the
company since its inception in April 2000 and also serves as Secretary, Chief
Financial Officer and as a director of M&A West, Inc., the company's parent
company prior to the distribution, since May 1999. Prior to that time he 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 the stockholders of the company and until their successors are
elected and qualified. The Board has not established any committees. All
executive officers of the company are chosen by the board of directors and serve
at the board's discretion. There are no family relationships among the company's
officers and directors. The company plans to reimburse directors for any
expenses incurred in attending board of directors meetings.
14
<PAGE>
PRINCIPAL STOCKHOLDERS
The following table presents certain information regarding the beneficial
ownership of all shares of the company common stock prior to the distribution,
and after the distribution of such shares to M&A West stockholders by (i) each
person who owns beneficially more than five percent of the outstanding shares of
common stock, (ii) each director of the company, (iii) each named executive
officer, and (iv) all directors and officers as a group.
<TABLE>
Number of Shares Number of Shares of Percentage of Ownership
of Common Stock Common Stock
Beneficially Beneficially Owned
Name and Address Owned Prior to 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 11,725,448 93% 78%
Steve K. Bauman 1,050,000 1,050,000 7% 7%
Sal Censoprano - 8,000 0 *
Scott L. Kelly (4) 13,950,000 11,725,448 93% 78%
All officers and directors 1,050,000 1,058,000 7% 7%
as a group (2) persons
</TABLE>
---------------------
* Less than one percent.
(1) The business address of each individual is the same as the address of the
company's principal executive offices.
(2) Unless otherwise noted, each person or entity has sole investment power and
sole voting power over the shares disclosed.
(3) Assumes M&A West, Inc. has 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 the company in connection with the
distribution.
DESCRIPTION OF CAPITAL STOCK
Common Stock
The company is 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
The company has authorized the issuance of up to 5,000,000 shares of
preferred stock, par value of $ .01 per share. The company has 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.
Transfer Agent
OTC Stock Transfer, Inc. serves as the transfer agent for the shares of
common stock.
15
<PAGE>
SHARES ELIGIBLE FOR FUTURE SALE
As of October 24, 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.
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.
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
The company provides an Internet portal for investors and entrepreneurs to
build awareness and facilitate transactions pertaining to the private equity
markets. The company was formed in April 2000 to provide a virtual platform for
private equity market transactions, supplying news and current events, and
investment transactions. The company plans 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. The
company expects to not only match entrepreneurs with accredited investors, it
will write or assist in writing, the business plan, publicize the company,
introduce different financing sources, and provide consulting services
throughout the financing process.
Management's strategy is to become one of the leading Internet resources
for (1) entrepreneurs seeking capital and (2) investors seeking high-return
investments. The company offers start-up companies a cost-effective
Internet-based solution for finding and receiving funding, while offering the
investment community filtered alternative investments with prospects of
high-returns.
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 cost effective 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.
16
<PAGE>
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.com was founded to capitalize on the underserved private equity
market for start-up companies and investors seeking high-return investments. The
company believes 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. 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.
Products and Services
The products and services provided by Venturelist enable entrepreneurs and
private equity investors an efficient platform 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, to list an executive
summary, and to provide a profile of their capital needs to attract
investors who have specific interests in their industry. Qualified
investors that have registered with the program can then view specific
areas where they have an interest. The data is then used to match the idea
with the capital funding services. The company currently charges
entrepreneurs a quarterly fee ranging from $100 - $900, and investors a
quarterly fee ranging from $50 - $450 depending on the package chosen.
By the first quarter of 2001, Venturelist expects to provide additional
private equity exchanges covering the areas of mergers and acquisitions and
private placements from its broker-dealer network. To become a part of any
of the Virtual Exchange programs, a participant must become a member, which
is a fee-based membership. Entrepreneurs and investors are able to transmit
and receive information through Venturelist's Virtual Exchange model
efficiently, ultimately leading to capital investments.
17
<PAGE>
Consulting Services
If an entrepreneur needs special assistance in the funding process that
exceeds the capabilities of the virtual exchange, Venturelist will provide
hands-on consulting. This is a fee-based service that takes a viable
business plan through each step up to and including funding from an
investor. There is an initial consulting fee to ensure that the plan has
the ability to attract the attention of potential funding sources. The
company may elect to receive cash and/or stock if it is successful in
introducing an entrepreneur to a financing source that makes an investment.
Business Tools
The company realizes 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. Venturelist's business development
tools will provide the resources to reduce the likelihood of rejection for
the entrepreneur. Our business tools also lower the risks for the investor.
Now, the likelihood of the development stage company receiving financing is
dramatically increased.
Business Plan Analyzer - V-PAS
------------------------------
This is an on-line rating system that 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 contracted a team of trained professionals to evaluate
business plans and make suggestions for proposed changes based on the
standards we have developed. The International Angels Organization
recognizes V-PAS as the only 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.
Market Research & Analysis System - V-MRAS
------------------------------------------
We are aligning Venturelist with market research firms who will provide our
registered entrepreneurs with valuable cost-effective market data.
VentureOne, Medagroup, and Thompson Financial are three companies we are
currently working with to source market data. The market data will provide
items such as the following: a) competitive analysis, b) market
capitalization data to aid in evaluation determinations for the micro
segment that the business plan addresses, and c) technology reviews by an
independent analyst to provide an unbiased opinion that investors can rely
upon. These types of market research services have never been available to
the seed stage entrepreneur at a cost-effective level. The company believes
that its relationship with alliances will allow this type of market
research to no longer be cost prohibitive.
Newsletter
By virtue of our core business we will accumulate valuable information
regarding the private equity markets. By following the transactions that
take place on our site, 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 monthly
newsletter, thereby establishing the company as the ultimate data source
for the private equity community. This program is currently under
development and is expected to be released by the first quarter of 2001. To
offer such a program, the company is entertaining a possible joint venture
with an existing company as well as developing an in-house service.
18
<PAGE>
Seminars
The business development seminars Venturelist is currently designing as
expected to provide the entrepreneur with a detailed understanding of what
is needed to acquire financing for a start-up business and what to expect
from investors. Through our seminars, we expect to reach out to those
entrepreneurs who understand their product or service but do not know how
to develop it into a business. We believe that once participants complete
our seminar, they will have a fundable plan.
The seminars will be fee based and should result in a steady stream of
revenue for Venturelist. Additionally, we have learned from other companies
that perform similar seminars that sponsorships are available to provide
qualified speakers. We expect sponsorships to cover most of the expenses
for such an event and seminars will be an addition to our revenue stream
with an expected rate of $500 per participant and an average of 250
participants per event. We believe these events will provide Venturelist
with an ideal platform for the company to create awareness about itself, to
develop name recognition, and to transmit a positive corporate image to the
public.
Competition
The private equity market, particularly over the Internet, is new, rapidly
evolving and intensely competitive, which competition the company expects 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.
The company believes that the principal competitive factors in its market
are brand recognition, alternative financing sources, 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 the company's current and potential competitors have longer
operating histories, larger customer bases, greater brand recognition and
significantly greater financial, marketing and other resources than the company.
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 the company's 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
the company. Increased competition may result in reduced operating margins, loss
of market share and a diminished brand franchise. There can be no assurance that
the company will be able to compete successfully against current and future
competitors, and competitive pressures faced by the company may have a material
adverse effect on the company's business, prospects, financial condition and
results of operations. Further, as a strategic response to changes in the
competitive environment, the company may from time to time make certain pricing,
service or marketing decisions or acquisitions that could have a material
adverse effect on its business, prospects, financial condition and results of
operations. New technologies and the expansion of existing technologies may
increase the competitive pressures on the company. 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 the company.
In addition, companies that control access to transactions through network
access or web browsers could promote the company's competitors or charge the
company a substantial fee for inclusion.
Strategic Alliances
Venturelist has developed key strategic alliances with equipment leasing
companies, broker-dealers, and insurance providers.
Equipment Leasing. 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. The
company expects to generate a one percent transaction fee for these special
services.
19
<PAGE>
Venturelist has established a relationship with West Park Capital, a
broker-dealer located in Southern California. With this relationship we
offer our investor members access to investment opportunities offered by
West Park Capital. The company expects this relationship to evolve to
include a virtual exchange strictly posting private placements seeking
funding.
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, 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
The company's goal is to become a worldwide source for private equity
markets. The company will initially focus on the United States markets.
Venturelist.com's 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 the company's
products and services, and develop incremental revenue opportunities.
The company expects 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.
Employees
The company anticipates hiring employees as the company grows. As of
September 30, 2000, the company employed one full-time employee and utilized the
services of various M&A West personnel.
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 . The company 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. The company has 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. The company 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 the
company, attention Steve Bauman, at 583 San Mateo Avenue, San Bruno, California
94066.
20
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the financial
statements of the company.
General
The company is a development stage company with a limited operating
history. Venturelist.com was incorporated in April 2000, but has conducted
limited business operations as it has had limited cash and assets. Since
inception, Venturelist.com has concentrated on the development of its web site.
As of September 30, 2000, the company had generated nominal revenues. There
exists limited historic operations with respect to the operations of the
company. The company's 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.
The company has a limited operating history on which to base an evaluation
of its business and prospects. The company's 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. The company will
encounter various risks in implementing and executing its business strategy.
There can be no assurance that the company will be successful in addressing such
risks, and the failure to do so could have a material adverse effect on the
company's business, prospects, financial condition and results of operations.
The company's internally generated cash flows from operations have been and
continue to be insufficient for its cash needs. It is expected that the company
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. The company has historically relied upon
financing provided by M&A West to supplement its operations and continues to
rely upon such financing. The company will likely rely on external financing to
supplement its operations.
The company's current cash forecasts indicate that there will be negative
cash flow from operations for the foreseeable future. In the future, the company
may 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
additional capital, but has no specific commitments with respect thereto for the
company. However, there is no assurance that the company will be successful in
any such effort.
DESCRIPTION OF PROPERTY
The company does not currently lease office space and utilizes the
facilities of M&A West.
CERTAIN TRANSACTIONS
In June 2000, the company issued Steve Bauman 1,050,000 shares of common
stock in consideration for services rendered valued at $5,000.
In June 2000, the company issued M&A West, Inc. 13,950,000 shares of common
stock in consideration for $10,000.
From June through September 2000, M&A West, Inc. contributed an additional
$55,000 and received no additional shares of the company's common stock.
MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS
Currently there is no public trading market for the company's securities.
21
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth information with respect to the chief
executive officer of the company for the fiscal year ended September 30, 2000.
Summary Compensation Table
<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 the
company which provides for a base salary of $40,000 per year. The employment
agreement is for an unspecified term and the company may terminate the agreement
upon notice due to discontinuance of its business.
Limitation of Directors' Liability
The company's Amended and Restated Articles of Incorporation eliminate, to
the fullest extent permitted by the Nevada General Corporation Law, the personal
liability of directors of the company for monetary damages for breaches of
fiduciary duty by such directors. However, the company's Amended and Restated
Articles of Incorporation do not provide for the elimination of or any
limitation on the personal liability of a director for (i) acts or omissions
which involve intentional misconduct, fraud or a knowing violation of the law,
or (ii) 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 the company could be injured by a board's decision
and have no effective remedy.
CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS
ON 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 the company by Vanderkam & Sanders,
P.C., 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.
22
<PAGE>
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 (i) for acts or omissions not in good faith that constitute a
breach of duty of the director to the company or an act or omission which
involves intentional misconduct or a knowing violation of law, (ii) for an act
or omission for which the liability of a director is expressly provided by an
applicable statute, or (iii) 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
the company and its stockholders.
Venturelist.com's bylaws provide for the indemnification of its 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 the company pursuant to
the foregoing provisions, the company has 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,
Inc. and 1,050,000 shares of our common stock to Steve Bauman in connection with
the formation of the company 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 the company, and since the transactions
were non-recurring and privately negotiated.
23
<PAGE>
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(1) Legal Opinion
10.1(1) Employment Agreement of Steve Bauman
23.1(1) Consent of Malone & Bailey, PLLC
23.2(2) Consent of Vanderkam & Sanders
27.1(1) Financial Data Schedule
--------------------
(1) Filed herewith.
(2) 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.
24
<PAGE>
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.
(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 ____ day of ______, 2000.
VENTURELIST.COM, INC.
By:
--------------------------------------
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
--------- ------- --------
-------------------- President, CEO and Director October , 2000
Steve Bauman
-------------------- Treasurer, Secretary and Director October , 2000
Sal Censoprano
25
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders
Venturelist.com, Inc.
San Bruno, California
We have audited the accompanying balance sheet of Venturelist.com, Inc. as of
September 30, 2000, and the related statement of income, stockholders' equity,
and cash flows for the period from April 19, 2000 (Inception) through September
30, 2000. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free from material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Venturelist.com, Inc. as of
September 30, 2000, and the related statement of income, stockholders' equity,
and cash flows for the period from April 19, 2000 (Inception) through September
30, 2000, in conformity with generally accepted accounting principles.
MALONE AND BAILEY, PLLC
Houston, Texas
October 12, 2000
F-1
<PAGE>
VENTURELIST.COM, INC.
(A Development Stage Company)
BALANCE SHEET
September 30, 2000
ASSETS
Cash $ 8,407
=======
LIABILITIES
Accrued expense $ 9,747
STOCKHOLDERS' EQUITY
Preferred stock, $.01 par, 5,000,000 shares
authorized, no shares issued or outstanding
Common stock, $.001 par, 50,000,000 shares
authorized, 15,000,000 shares issued and
outstanding 15,000
Additional paid in capital 55,000
Deficit accumulated during the development
stage (71,340)
--------
( 1,340)
--------
$ 8,407
========
F-2
<PAGE>
VENTURELIST.COM, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
For the Period from April 19, 2000 (Inception)
through September 30, 2000
Consulting revenues $ 927
Expenses
Advertising 6,440
General and administrative 65,827
--------
TOTAL EXPENSES 72,267
--------
NET (LOSS) $(71,340)
========
Net (loss) per share $( .005)
Weighted average shares outstanding 15,000,000
See accompanying summary of accounting policies
and notes to financial statements
F-3
<PAGE>
VENTURELIST.COM, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
For the Period from April 19, 2000 (Inception)
through September 30, 2000
<TABLE>
Deficit
Accumulated
Additional During the
Common Stock Paid in Development
Shares Amount Capital Stage Totals
------- ------- ---------- ---------- --------
<S> <C> <C> <C> <C> <C>
Issuance of shares
for cash 13,950,000 $13,950 $51,050 $ 65,000
for services 1,050,000 1,050 3,950 5,000
Net (loss) $(71,340) (71,340)
----------- ------- ------- -------- --------
15,000,000 $15,000 $55,000 $(71,340) $( 1,340)
========== ======= ======= ======== ========
</TABLE>
See accompanying summary of accounting policies
and notes to financial statements
F-4
<PAGE>
VENTURELIST.COM, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the Period from April 19, 2000 (Inception)
through September 30, 2000
CASH FLOWS FROM OPERATING ACTIVITIES
Net deficit accumulated during
the development stage $(71,340)
Adjustments to reconcile net deficit
to cash used by operating activities:
Stock issued for services 5,000
Net changes in:
Accrued expenses 9,747
--------
NET CASH (USED BY) OPERATING ACTIVITIES (56,593)
CASH FLOWS FROM FINANCING ACTIVITIES
Sales of stock 65,000
--------
NET INCREASE IN CASH, and ending cash balance $ 8,407
========
See accompanying summary of accounting policies
and notes to financial statements
F-5
<PAGE>
VENTURELIST.COM
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of business. The Company was incorporated in Nevada on April 19, 2000, to
provide consulting services to businesses and investors primarily in the United
States. The Company is a subsidiary of M & A West, Inc ("MAWI"), a
publicly-traded company. The Company's fiscal year-end is September 30. MAWI's
fiscal year-end is May 31.
Estimates and assumptions. Preparing financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets, liabilities, revenue
and expenses at the balance sheet date and for the period then ended. Actual
results could differ from these estimates.
Accrued expense consists of payroll taxes payable and unbilled legal expenses.
Revenue recognition. Revenue from consulting is recognized when services are
rendered.
Advertising costs are expensed as incurred.
Cash and cash equivalents. For purposes of the cash flow statement, cash and
cash equivalents include deposit accounts and all highly liquid investments
purchased with original maturities of three months or less.
NOTE 2 - COMMON STOCK
At inception, the company issued 100,000 shares of stock to its two founding
shareholders, MAWI (93%) and the Company's president (7%), for consideration of
$70,000. In October 2000, the Company effected a 150 for one stock split.
NOTE 3 - RELATED PARTY TRANSACTIONS
The Company entered an employment contract with the President in June 2000. The
contract term is unspecified and compensation is specified as $40,000 per year.
The Company uses personnel and facilities of MAWI. The value of the services
provided are negligible; accordingly, no expense is recorded.
F-6
