SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Specialized Leasing, Inc.
(Name of small business issuer in its charter)
Nevada 7377 33-0895699
(State of Incorporation) (Primary Standard Industrial (I.R.S. Employer
Classification Code Number) Identification
Number)
79811 "A" Country Club Drive
Bermuda Dunes, CA 92201
(Address and telephone number of principal executive offices)
--------------------------
1601 E. Flamingo Road, Suite 18
Las Vegas, Nevada
(Address of principal place of business or intended principal place of
business)
--------------------------
KENNETH G. EADE
Attorney at Law
827 State Street, Suite 14
Santa Barbara, CA 93101
(805)560-9828 (PHONE)
(805) 560-3608 (TELECOPY)
(Name, address and telephone number of agent for service)
--------------------------
COPIES TO:
KENNETH G. EADE
Attorney at Law
827 State Street, Suite 14
Santa Barbara, CA 93101
(805)560-9828 (PHONE)
--------------------------
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable
after the effective date of this registration statement.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
-------------
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
-------------
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: / /
-------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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CALCULATION OF REGISTRATION FEE
TITLE OF EACH DOLLAR PROPOSED PROPOSED AMOUNT OF
CLASS OF SECURITIES AMOUNT TO MAXIMUM AGGREGATE MAX. AGGREGATE REGISTRATION
------------------- ----------------- --------- -------------- ------------
FEE
Common Stock, .001 par $5,000,000 $1.00 $5,000,000 $3200
Total $5,000,000 $1.00 $5,000,000 $3200
DATED: October 25, 2000
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING
TO THESE SECURITIES HAS BEEN FILED WITH THE 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.
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[CAPTION]
Prospectus
Specialized Leasing, Inc.
5,000,000 SHARES OF COMMON STOCK
Up to 5,000,000 of the shares of Common Stock offered hereby (the "Offering")
are being sold by Specialized Leasing, Inc. ("SLI"). There is no minimum
contingency and no escrow or impound, and the proceeds may be utilized by SLI
in its discretion. There is no established public market for SLI's common
stock, and the offering price has been arbitrarily determined. SLI's Common
Stock is not currently listed or quoted on any quotation service. There can be
no assurance that SLI's common stock will ever be quoted on any quotation
service or that any market for SLI's stock will ever develop. SLI is a
development stage company, with no revenue since its inception. This offering
is self-underwritten. Shares will be sold by an officer of SLI, without the use
of an underwriter. This offering will terminate 12 months from the date of this
prospectus.
------------------------
The Common Stock offered is speculative and involves a high degree of risk and
substantial dilution. See "Risk Factors" on page 3 of this prospectus.
------------------------
These securities have not been approved or disapproved by the Securities and
Exchange Commission or any state securities commission, nor has the Commission
or any state securities commission passed upon the accuracy or adequacy of this
prospectus. Any representation to the contrary is a criminal offense.
SLI's Common Stock is not currently listed or quoted on any quotation medium.
There can be no assurance that SLI's common stock will ever be quoted on any
quotation medium or that any market for SLI's stock will ever develop. The
offering will terminate 12 months from the date of this prospectus.
------------------------
PRICE UNDERWRITING PROCEEDS
TO DISCOUNTS AND TO
PUBLIC COMMISSIONS(2) COMPANY(1)
------ -------------- ----------
Per Share $ 1.00 $ 0 $ 1.00
Total $ 5,000,000 $ 0 $5,000,000
(1) Before deducting expenses payable by SLI, estimated at approximately
$5,500. This offering is self-underwritten, so SLI is not obligated to pay
commissions or fees on the sales of any of the shares. This offering is for up
to 5,000,000 common shares. There is no minimum contingency, and the proceeds
may be used in SLI's discretion.
(2)The shares of Common Stock are being offered by SLI through its officers and
directors, subject to prior sale, when, as, and if delivered to and accepted by
SLI and subject to the approval of certain legal matters by counsel and certain
other conditions. SLI reserves the right to withdraw, cancel or modify the
Offering and to reject any order in whole or in part.
October 25, 2000
TABLE OF CONTENTS
PAGE
---------
Prospectus Summary.............................. 1
Risk Factors.................................... 3
SLI is a development stage
company with no operating history.......... 3
Intense competition........................ 3
Terms of offering-no minimum contingency... 4
Related party transactions and possible
conflicts of interest...................... 4
Dilution................................... 4
New industry; uncertainty of market acceptance 4
Use of Proceeds................................. 5
Dividend Policy................................. 5
Price Range of Securities....................... 6
Capitalization.................................. 6
Dilution........................................ 6
Selected Financial Data......................... 7
Management's Discussion and Analysis of
Financial Condition and Results of
Operations.................................... 8
Business........................................ 8
Management...................................... 12
Certain Transactions............................ 13
Principal Stockholders.......................... 13
Description of Securities....................... 14
Shares Eligible for Future Sale................. 15
Underwriting.................................... 15
Legal Matters................................... 15
Experts......................................... 16
Index to Financial Statements................... 16
------------------------
PROSPECTUS SUMMARY
CORPORATE BACKGROUND
Specialized Leasing, Inc. Is a Nevada corporation formed February 24, 2000,
having its principal office located at 1601 East Flamingo Road, Suite 18, Las
Vegas, Nevada, and administrative offices at 79811 Country Club Drive, Bermuda
Dunes, California. The Company is ready to begin its plan of operations to
lease computer systems and accessories to professionals in select fields. The
beginning emphasis will be leasing to Real Estate professionals, then to
Attorneys and Doctors. The Company has an exclusive agreement with
ComputerXpress, Inc., a publicly held company which trades on the NQB pink
sheets (symbol CPXP), to supply products to it's lease customers at wholesale
prices favorable to SLI. ComputerXpress, Inc. has also agreed to refer lease
customers to the Company.
THE OFFERING
Common Stock Offered......................... Up to 5,000,000 shares
Common Stock Outstanding after the
Offering................................... 25,000,000 shares(1)
Use of Proceeds.............................. Working capital
Symbol....................................... None
Risk Factors................................. The shares of Common Stock
offered hereby involve a high degree of
risk and immediate substantial
dilution See"Risk Factors" and
"Dilution"
Term of offering...........................12 months from date of prospectus
------------------------------------
(1) Figures are based on the current outstanding shares of 20,000,000
SUMMARY FINANCIAL DATA
The following summary financial data should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the Consolidated Financial Statements, including Notes,
included elsewhere in this Prospectus. The statement of operations data for the
period inception to September 30, 2000 and the consolidated balance sheet data
at September 30, 2000 come from SLI's audited Consolidated Financial Statements
included elsewhere in this Prospectus. The consolidated statement of operations
data for the period inception to September 30, 2000 come from SLI's audited
financial statements for those years, which are included in this Prospectus.
These statements include all adjustments that SLI considers necessary for a
fair presentation of the financial position and results of operations at that
date and for such periods. The operating results for the period ended 2000 do
not necessarily indicate the results to be expected for the full year or for
any future period.
BALANCE SHEET DATA:
September 30, 2000
---------------------
Assets: ............................................ $141,897
========
Liabilities ........................................ $ -0-
-------
Stockholders' Equity:
Common Stock, Par value $.001
Authorized 50,000,000 shares,
Issued 20,000,000 shares at September 30,
2000 ............................................ 20,000
--------
Paid in Capital...................................... 249,000
Stock subscription receivable........................ (101,500)
Retained deficit..................................... (25,603)
Total Stockholders' Equity .................... 141,897
--------
Total Liabilities and
Stockholders' Equity ........................ $141,897
========
STATEMENT OF OPERATIONS DATA:
Cumulative
Since
inception
Period ended of
September 30,2000 Development
Stage
---------------- -----------
Revenues: .................................. $ 1,652 $ 1,652
General and administrative Expenses: ........ 27,204 27,204
Depreciation................................. 51 51
----- -----
Total Expenses......................... 27,255 27,255
Net income (loss)....................... $(25,603) $(25,603)
======== ========
Loss per share ............................ $(.001) $(.001)
======== ========
-------------------------------------------------------
RISK FACTORS
PROSPECTIVE INVESTORS IN THE SHARES OFFERED SHOULD CAREFULLY CONSIDER THE
FOLLOWING RISK FACTORS, IN ADDITION TO THE OTHER INFORMATION APPEARING IN THIS
PROSPECTUS.
SLI is a development stage company with no operating history.
This makes it difficult to evaluate its future performance and prospects. SLI's
prospects must be considered in light of the risks, expenses, delays and
difficulties frequently encountered in establishing a new business in an
emerging and evolving industry characterized by intense competition. Since
inception, SLI has incurred losses.
Terms of offering-no minimum contingency.
There is no minimum contingency or escrow of any funds received by SLI in this
offering, and any funds received may be utilized by SLI for any corporate
purpose as the funds are received. There will be no escrow of any of the
proceeds of this offering.
Related party transactions and possible conflicts of interest.
SLI has engaged in transactions with certain of its officers, directors and
principal stockholders. The terms of such transactions were determined without
arms' length negotiations and could create, or appear to create, potential
conflicts of interest which may not necessarily be resolved in SLI's favor. See
"Certain Transactions."
Dilution.
The public offering price is substantially higher than the net tangible book
value per share of the currently outstanding Common Stock. Investors purchasing
shares of Common Stock in the Offering will therefore experience immediate
dilution in net tangible book value, assuming a $1.00 per share offering price.
See "Dilution."
Control by principal shareholders
Investors and founders will own 76% of the SLI's outstanding stock upon
completion of this offering. Therefore, they have considerable power to
determine the policies of the company and to select the persons who are the
management to the company. Directors and officers of the company will own 30.6%
of the shares of common stock upon completion of this offering.
USE OF PROCEEDS
The net proceeds to SLI from the sale of the shares of Common Stock offered
hereby are estimated to be approximately $5,000,000. SLI intends to use these
proceeds for web site promotion, working capital and general corporate
purposes, as follows:
Use Amount
--- ------
Offering expenses $ 35,000
Marketing 1,000,000
Working Capital 4,000,000
----------
Total: $5,000,000
The following table shows SLI's use of proceeds if 10%, 25%, 50%, 75%, and/or
100% of the shares are sold. Further, there can be no assurance that any
shares will be sold in this offering.
10% 25% 50% 75%
--- ----- ------ -------
Offering expenses $ 35,000 $ 35,000 $ 35,000 $ 35,000
Marketing 100,000 250,000 500,000 750,000
Working capital 365,000 215,000 465,000 715,000
------ ----- ----- -------
Totals: $ 200,000 $500,000 $1,000,000 $1,500,000
The allocation of the net proceeds of the Offering set forth above represents
SLI's best estimates based upon its current plans and certain assumptions
regarding industry and general economic conditions and SLI's future revenues
and expenditures. If any of these factors change, SLI may find it necessary or
advisable to reallocate some of the proceeds within the above-described
categories.
Proceeds not immediately required for the purposes described above will be
invested temporarily, pending their application as described above, in
short-term United States government securities, short-term bank certificates of
deposit, money market funds or other investment grade, short-term, interest-
bearing instruments.
There can be no assurance that SLI will raise any proceeds at all from this
offering.
DIVIDEND POLICY
SLI has never declared or paid cash dividends on its capital stock.
SLI currently intends to retain earnings, if any, to finance the growth and
development of its business and does not anticipate paying any cash
dividends in the foreseeable future.
5<PAGE>
PRICE RANGE OF SECURITIES
SLI's common stock is not listed or quoted at the present time, and there is no
present public market for SLI's common stock. SLI has obtained a market maker
who has agreed to file an application for SLI's securities to be quoted on the
NASD OTC Bulletin Board(Bulletin Board), upon the effectiveness of this
Registration Statement, but the obtaining of a quotation is subject to NASD
approval, and there can be no assurance that SLI's stock will be quoted on the
Bulletin Board. Thus, there can be no assurance that the NASD will accept
SLI's market maker's application on Form 211. Therefore, there can be no
assurance that a public market for SLI's common stock will ever develop.
DILUTION
As of September 30, 2000, SLI's net tangible book value was $141,897, or $0.01
per share of common stock. Net tangible book value is the aggregate amount of
SLI's tangible assets less its total liabilities. Net tangible book value per
share represents SLI's total tangible assets less its total liabilities,
divided by the number of shares of common stock outstanding. After giving
effect to the sale of 5,000,000 shares at an offering price of $1.00 per share
of Common Stock, application of the estimated net sale proceeds (after
deducting offering expenses of $35,000), SLI's net tangible book value as of
the closing of this offering would increase from $.01 to $.21 per share. This
represents an immediate increase in the net tangible book value of $.20 per
share to current shareholders, and immediate dilution of $.79 per share to new
investors, as illustrated in the following table:
6 <PAGE>
Public offering price per
share of common stock..............................................$1.00
Net tangible book value per share before offering..................$.01
Increase per share attributable to new investors...................$.20
Net tangible book value per share after offering...................$.21
Dilution per share to new investors................................$.79
Percentage dilution................................................ 79%
7 <PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with SLI's
Consolidated Financial Statements, including the Notes thereto, appearing
elsewhere in this Prospectus.
COMPANY OVERVIEW
SLI was organized on February 24, 2000, and has just commenced operations. SLI
is engaged in the business of leasing computer equipment to real estate
professionals. SLI's common stock is not listed on any recognized exchange or
quoted on any quotation medium. There can be no assurance that its common stock
will ever develop a market.
PLAN OF OPERATIONS-IN GENERAL
SLI is a development stage corporation, which has not just begun its planned
operations of engaging in the business of leasing computer systems and
accessories.
There can be no assurance that SLI will be successful in raising any capital
from this offering, which capital is essential to begin its plan of operations.
SLI has no current material commitments. SLI will
seek to raise capital as a cash reserve, but there can be no assurance that SLI
will be successful in raising the capital it needs through sales of its common
stock.
There is no contemplated product research and development costs SLI
will perform for the next twelve months.
SLI's plan of operations over the next 12 months includes the development of
its customer base and the raising of capital to fund leases, until such time as
it can establish a bank line of credit. There can be no assurance that SLI will
be able to raise sufficient capital needed to sustain these operations.
FORWARD LOOKING STATEMENTS
This registration statement contains forward-looking statements. SLI's
expectation of results and other forward-looking statements contained in this
registration statement involve a number of risks and uncertainties. Among the
factors that could cause actual results to differ materially from those
expected are the following: business conditions and general economic
conditions; competitive factors, such as pricing and marketing efforts; and the
pace and success of product research and development. These and other factors
may cause expectations to differ.
During the next twelve months, SLI plans to satisfy its cash requirements by
additional equity financing. This will be in the form of private placements of
restricted common stock. There can be no assurance that SLI will be successful
in raising additional equity financing, and, thus, be able to satisfy its cash
requirements, which primarily consist of legal and accounting fees at the
present time. SLI presently has no cash with which to satisfy any future cash
8 <PAGE>
requirements. SLI will need a minimum of $500,000 to satisfy its cash
requirements for the next 12 months, which include operating capital expenses
and an amount necessary to fund leases for its initial customers. SLI will not
be able to operate if it does not obtain equity financing. SLI has no current
material commitments. SLI depends upon capital to be derived from future
financing activities such as subsequent offerings of its stock. There can be no
assurance that SLI will be successful in raising the capital it requires.
Management believes that, if this offering and the subsequent private
placements are successful, SLI will achieve liquidity within the next twelve
months. SLI does not anticipate any further research and development of any
products, nor does it expect to incur any research and development costs. SLI
does not expect the purchase or sale of plant or any significant equipment, and
it does not anticipate any change in the number of its employees. SLI has no
current material commitments. SLI has generated no revenue since its inception.
SLI is still considered to be a development stage company, with no significant
revenue, and is dependent upon the raising of capital through placement of its
common stock. There can be no assurance that SLI will be successful in raising
the capital it requires through the sale of its common stock.
BUSINESS
IN GENERAL - SLI
The Company. Specialized Leasing, Inc. is, as our name suggests, a company
specializing in leasing equipment to a specialized or select clientele. The
company is supporting the legal, medical and real estate professional with high
quality computer hardware and software so they can forget about shopping,
understanding and buying the latest version of computer peripherals and
concentrate on their business, Specialized Leasing will keep them abreast of
the latest changes and support them with their hardware needs. Specialized
Leasing will also perform training and on-site maintenance through its hardware
and software affiliates. In short, Specialized Leasing, Inc. takes the hardware
burden from these professionals and supports them with one stop shopping and
support for all their electronic and computer equipment.
Specialized Leasing, Inc. specializes in leasing information processing and
communications equipment,principally to large, creditworthy customers,
primarily in the real estate profession. The Company's leasing activities will
be conducted primarily through equipment wholesalers, such as ComputerXpress.
The Company believes that the value of its equipment, and particularly
equipment used in client/server network environments, is important to the
original customer because the equipment often becomes "embedded" in the
customer's mission critical operations. Therefore, the Company seeks to
maximize the amount of equipment that is remarketed in place to the original
customer, in order to realize the higher residual values that may result from
such remarketing, compared to equipment sold or leased to a third party.
Products Leased
The information processing and communications equipment the Company has
purchased for lease includes desktop and laptop computers, display stations,
file servers, printers, digital cameras, scanners, and palm computers. It
provides personalized leasing options, fashioned to meet the needs of the
professionals which it serves, primarily in the real estate sales area. SLI
provides desktop computer systems built by ComputerXpress.com, Inc., which
include the following:
CPX 2000: This is a system which includes an AMD K6-II-500 processor, 64 MB of
RAKM, a 6.4GB hard disk, 48X CD-ROM drive, 8 MB video card, a 56K modem, mouse,
keyboard, 3d sound, speakers, Windows 98 operating system, a 17" Imagic
Monitor, Office 2000 softrware, Quicken Deluxe software and an on-site
warranty.
CPX Powerhouse: This is a system which includes an AMD 600 Athlon processor, 64
MB RAM, 6.4 GB hard disk, 48xCD-ROM drive, 8 MB video, a 56k modem, mouse,
keyboard, 3d Sound, speakers, Windows 98 operating system, a 17" Imagic
Monitor, Office 2000 softrware, Quicken Deluxe software and an on-site
warranty.
CPX Executive: This system includes an AMD Athlon 700 processor, 128 MB RAM, a
13 GB hard disk, 48 CD drive, 32 MB video, a 56K modem, mouse, keyboard, 3d
sound, speakers, Windows 98 operating system, a 17" Imagic Monitor, Office 2000
softrware, Quicken Deluxe software and an on-site warranty.
SLI also provides notebook computers, manufactured by Sager, including the
Sager 2330, Sager 3360i, and the Sager 3360v.
SLI also leases scanners, printers, digital cameras, and the 3COM PALM IIIse, a
palm computer with 8MB of storage capacity.
The Company provides several packages of computer equipment, designed to fit
the needs of the real estate or medical professional. These packages combine
desktop, notebook and palm systems with printers, scanners, and digital
cameras.
Lease Terms and Conditions
A majority of the Company's lease transactions have been net leases with a
specified non-cancelable lease term. These non-cancelable leases have a "hell-
or-high-water" provision which requires the lessee to make all lease payments
under all circumstances. A net lease requires the lessee to make the full lease
payment and pay any other expenses associated with the use of equipment, such
as maintenance, casualty and liability insurance, sales or use taxes and
personal property taxes. The lessee also has the responsibility of obtaining
the additional items required under a net lease, such as maintenance and
insurance. However, many of the Company's more creditworthy customers are
permitted to self insure against equipment losses.
Remarketing
The results of the remarketing process ultimately determine the degree of
profitability of a lease transaction. The Company's remarketing strategy is to
keep its equipment installed in place at the end of the initial lease term.
Typically, remarketing equipment in place produces substantially better
residual returns than equipment sold or leased to a third party at the end of
the term of the original lease. Prior to the expiration of the original lease
term, the Company initiates the remarketing process for the related equipment.
(See "Leasing and Sales Activities - Refocusing of Business and Financing
Activities," for a discussion of the Company's new and proposed remarketing
activities and initiatives.)
The Company attempts to maximize its revenues and residual return by focusing
its efforts on keeping the equipment in place at the end of the initial lease
term by: (1) re-leasing it to the initial lessee for a specified term; (2)
renting the equipment to the initial lessee on a month-to-month basis; or (3)
selling the equipment to the initial lessee. If the Company is unsuccessful in
keeping the equipment in place, it will attempt to sell or lease the equipment
to a different customer, or sell the equipment to equipment brokers or dealers.
Although, cumulatively for its history, the Company has historically been able
to remarket in place a majority of its equipment (as measured by Dollar Volume)
coming off lease, no assurances can be given that the Company's past successes
in remarketing its equipment in place will be repeated in the future, primarily
because the Company has little history with remarketing desktop or laptop
computers, which make up a substantial percentage of the Company's equipment
portfolio at the end of 1998. Since late 1998, the Company has received lower
than expected remarketing proceeds, because the market value of the equipment
that came off lease, as a percentage of original equipment cost, was
significantly lower than the Company had historically experienced. In addition,
the percentage of equipment (as measured by Dollar Volume) remarketed in place
has decreased from the percentage historically experienced by the Company. (See
"Factors That May Affect Future Operating Results" below.) Competition
The Company will compete in the information processing and communications
equipment leasing marketplaces with other independent leasing companies,
captive lessors and bank affiliated lessors. The Company's business will be
highly competitive, both with respect to obtaining and maintaining vendor
program arrangements and providing lease financing to end-user customers. The
Company will compete with various independent leasing companies, such as
Comdisco, Newcourt Financial and G.E. Capital, certain bank affiliated lessors,
such as Leastec, and certain captive or "semi-captive" leasing companies, such
as IBM Credit Corporation, Dell Financial Services and Compaq Capital.
Historically, most of the Company's competitors have had substantially greater
resources and capital and longer operating histories. The Company plans to
compete on the basis of price, responsiveness to customer needs, flexibility in
structuring lease transactions, relationships with its vendors and knowledge of
the products they distribute. All of SLI's competitors have greater financial
resources than SLI, which has generated no revenue, and has limited assets and
experience.
Business Development Specialized Leasing is not a get rich quick scheme. It is
a company founded on the idea that the customer will continue to lease from the
company over and over again. The company will use a 14 and 16 percent lease
rate, which is somewhat lower than other leasing companies, but given the fact
that Specialized Leasing will use investor capital to support the leasing
program, coupled with an extremely low overhead, the company should grow at a
10 to 15 percent rate per year and in the third year the resale of used
equipment will add to this profitability. We believe that our customers will
return leased equipment after the lease period and in fact it is not unlikely
that a customer could lease equipment over a thirty-year period through ten to
fifteen leasing cycles. Another fact that will maintain our customer base is
the training and support centers that are run in conjunction with our hardware
supplier, ComputerXpress.com.
MARKETING
SLI will negotiate strategic relationships with real estate brokerage firms and
medical offices through its in house sales department, as well as maintain its
e-commerce leasing site on the Internet. SLI has already formed a strategic
relationship with Coldwell Banker to supply its real estate brokers and
salesmen with packages of office computer systems and accessories for the
greater Arizona area.
PROPERTY
SLI currently maintains cash in its bank accounts, and owns its web site and
domain name of www.specializedleasing.com. It leases 1,000 square feet of
office space from Desert Corporate Services, Inc., a company on which Secretary
Robert T. Yarbray serves as officer and director, on a month to month oral
lease for the sum of $400 per month. SLI considers its office space to be
sufficient for its needs.
PATENTS
SLI holds no patents for any products. It is the owner of the domain name of
its web site, www.specializedleasing.com.
GOVERNMENT REGULATION
Government regulations have little or no effect on SLI's proposed plan of
operations.
EMPLOYEES
SLI presently employs nine employees, three of which are officers of SLI, who
each devote their full time efforts to SLI. SLI is not subject to any
collective bargaining agreements, and management believes its employee
relations to be good.
MANAGEMENT
EXECUTIVE OFFICERS, KEY EMPLOYEES AND DIRECTORS
The members of the Board of Directors of SLI serve until the next annual
meeting of stockholders, or until their successors have been elected.
The officers serve at the pleasure of the Board of Directors.
The current executive officers, key employees and directors of SLI are as
follows:
George R. White, 52..............Director, President, CEO & CFO
Robert T. Yarbray, 58..............Director, Secretary
James S. Keating, 64..............Director, Vice President
Russell Nordstrom, 48..............Director
Brent Wipp, 38 .............Director
George R. White. Mr. White is President, Chief Executive Officer and Chief
Financial Officer of the Company. He will be responsible for all affairs of the
Company, including accounting. Mr. White is a graduate of the University of
British Columbia and has been a Chartered Accountant in Canada for the past
twenty-six years, fifteen of those years as Vice President of Finance of Cooper
Market Ltd., the largest supermarket chain in the interior of British Columbia.
He is also a Certified Public Accountant. He and his wife reside full time in
Indian Wells, California.
Robert T. Yarbray. Mr. Yarbray (58) is Secretary of the Company. Mr. Yarbray is
a licensed California Real Estate Broker specializing in Investment Properties
and Property Management. Educated in Business Administration and Marketing, he
brings thirty-seven years of management experience to the Company. Mr. Yarbray
sold his seat on the Pacific Coast Stock Exchange in 1982 and then served as
CEO of Accu-Fore, Inc. (a publicly traded golf club manufacturer) and later CEO
of Stop-N-Sock, Ltd. (a publicly traded golf driving range promoter).
James S. Keating. Mr. Keating is Secretary and Treasurer for the Company. A
career officer and pilot in the USAF, with combat and high level staff
experience, Colonel Keating retired after 26 years service. He then spent 13
years with Northrop Corporation as Director of International Marketing and
Manager of Customer Relations for their Aircraft Division. Following his second
retirement, Colonel Keating formed his own company "Jay Stanley Sales and
Marketing" and successfully consulted on international fighter aircraft sales.
He did his undergraduate work at the University of Nebraska, Omaha and holds a
MBA from Golden Gate University. He is a graduate of the Air War College. He
resides in Indian Wells, California.
Michael Campbell. Mr. Campbell, Director and Vice-President is a Real estate
Broker, C.R.S. in Arizona with sixteen years experience in management with
Coldwell Banker Success, Southwest, Tucson. He graduated with honors from Regis
University, Denver, CO in 1967 earning a BA in English Literature and
Philosophy. Postgraduate honors were earned at California State University,
Northridge, Master of Arts, 1974 and the University of Arizona, Tucson, Master
of Fine Arts, 1984.
Russell Nordstrom. Mr. Nordstrom, Director, is President of National Investors
Council, LLC (NIC) a private investor relations company. NIC was formed in
1987, and represents small public companies both on the Bulletin Board, NASDAQ,
and American Stock Exchanges. Mr. Nordstrom attended Franklin College in
Indiana where in 1973 he earned a Bachelor of Arts degree in Journalism. He
earned his Masters degree in 1981. Mr. Nordstrom's investment newsletter, Skip
Nordstrom's Growth Stock Newsletter, can be seen on the Internet at
www.nicstock.com.
Brent Wipp. Mr. Wipp, Director, is the comptroller of Alpine Credits, Ltd. of
Surrey, B.C. Alpine Credits, Ltd. is a home equity loan company that also owns
other loan companies in Canada. He has extensive education in Mortgage Lending
and Mortgage Brokerage and is an alumnus of the University of British Columbia.
He has sixteen years experience managing both large and small loan and leasing
accounts. Mr. Wipp is currently a licensed Mortgage Broker in British Columbia
and Alberta, Canada.
EXECUTIVE COMPENSATION
SLI has made no provisions for cash compensation to its officers and directors.
No compensation for management's services for the first year of operation. No
salaries are being paid at the present time, and will not be paid unless and
until there is available cash flow from operations to pay salaries. There were
no grants of options or SAR grants given to any executive officers during the
last fiscal year.
EMPLOYMENT AGREEMENTS
SLI has not entered into any employment agreements with any of its employees,
and employment arrangements are all subject to the discretion of SLI's board of
directors.
PRINCIPAL STOCKHOLDERS
The following table presents certain information regarding beneficial ownership
of SLI's Common Stock as of September 30, 2000, by (I) each person known by SLI
to be the beneficial owner of more than 5% of the outstanding shares of Common
Stock, (ii) each director of SLI, (iii) each Named Executive Officer and (iv)
all directors and executive officers as a group. Unless otherwise indicated,
each person in the table has sole voting and investment power as to the shares
shown.
Shares Percent Percent
Beneficially Before After
Owned Offering Offering
------------ -------- --------
Name and Address
of Beneficial Owner
-------------------
George White 3,625,000 18.13 14.5%
Robert T. Yarbray 3,625,000 18.13 14.5%
Michael Campbell 100,000 0.5 4%
Russell Nordstrom 100,000 0.5 4%
James Keating 100,000 0.5 4%
Brent Wipp 100,000 0.5 4%
Directors as a Group 7,650,000 38.26 30.6%
(1) At the successful conclusion of this offering, the total outstanding
shares will be 25,000,000.
Total outstanding shares do not include any subsequent private or public
offerings the Company may elect to pursue for additional expansion capital.
CERTAIN TRANSACTIONS
In connection with organizing SLI, on February 25, 2000, Frank Scivally, Don
Smallman, Robert T. Yarbray, Agata Gotova, James Rather and George White were
issued an aggregate of 18,500,000 shares of common stock in exchange for
the business plan of SLI, pursuant to Section 4(2) of the Securities Act of
1933, to sophisticated persons, including officers and directors having
superior access to all corporate and financial information. Under Rule 405
promulgated under the Securities Act of 1933, they may all be deemed to be nd
promoters of SLI. No other persons are known to Management that would be
deemed to be promoters.
On or about May 15, 2000, Brent Wipp, Michael Campbell, Russell Nordstrom, and
James Keating were each issued 100,000 shares of common stock, pursuant to
Section 4(2) of the Securities Act of 1933, to sophisticated persons (officers
and directors) having superior access to all corporate and financial
information, in exchange for their agreement to serve on the Board of
Directors.
On or about May 15, 2000, Chris B. Hines was issued 100,000 shares of common
stock, pursuant to Section 4(2) of the Securities Act of 1933, to sophisticated
persons (officers and directors) having superior access to all corporate and
financial information, in exchange for a retainer for his services to SLI.
DESCRIPTION OF SECURITIES
The authorized capital stock of SLI consists of 30,000,000 shares of Common
Stock, $.001 par value per share. Upon consummation of this Offering, there
will be outstanding 5,000,000 shares of Common Stock.
COMMON STOCK
Holders of Common Stock are entitled to one vote for each share held on all
matters submitted to a vote of stockholders, including the election of
directors.
Holders of common stock do not have subscription, redemption or conversion
rights, nor do they have any preemptive rights.
Holders of common stock do not have cumulative voting rights, which means that
the holders of more than half of all voting rights with respect to common stock
and Preferred Stock can elect all of SLI's directors. The Board of Directors
is empowered to fill any vacancies on the Board of Directors created by
resignations, subject to quorum requirements.
Holders of Common Stock will be entitled to receive such dividends, if any, as
may be declared from time to time by the Board of Directors out of funds
legally available therefor, and will be entitled to receive, pro rata, all
assets of the Company available for distribution to such holders upon
liquidation.
All outstanding shares of Common Stock are, and the Common Stock offered
hereby, upon issuance and sale, will be, fully paid and nonassessable.
PENNY STOCK STATUS
If and when it creates a market for its common stock, SLI's common stock is a
"penny stock," as the term is defined by Rule 3a51-1 of the Securities Exchange
Act of 1934. This makes it subject to reporting, disclosure and other rules
imposed on broker-dealers by the Securities and Exchange Commission requiring
brokers and dealers to do the following in connection with transactions in
penny stocks:
1. Prior to the transaction, to approve the person's account for
transactions in penny stocks by obtaining information from the person regarding
his or her financial situation, investment experience and objectives, to
reasonably determine based on that information that transactions in penny
stocks are suitable for the person, and that the person has sufficient
knowledge and experience in financial matters that the person or his or her
independent advisor reasonably may be expected to be capable of evaluating the
risks of transactions in penny stocks. In addition, the broker or dealer must
deliver to the person a written statement setting forth the basis for the
determination and advising in highlighted format that it is unlawful for the
broker or dealer to effect a transaction in a penny stock unless the broker or
dealer has received, prior to the transaction, a written agreement from the
person. Further, the broker or dealer must receive a manually signed and dated
written agreement from the person in order to effectuate any transactions is a
penny stock.
2. Prior to the transaction, the broker or dealer must disclose to the
customer the inside bid quotation for the penny stock and, if there is no
inside bid quotation or inside offer quotation, he or she must disclose the
offer price for the security transacted for a customer on a principal basis
unless exempt from doing so under the rules.
3. Prior to the transaction, the broker or dealer must disclose the
aggregate amount of compensation received or to be received by the broker or
dealer in connection with the transaction, and the aggregate amount of cash
compensation received or to be received by any associated person of the broker
dealer, other than a person whose function in solely clerical or ministerial.
4. The broker or dealer who has effected sales of penny stock to a
customer, unless exempted by the rules, is required to send to the customer a
written statement containing the identity and number of shares or units of each
such security and the estimated market value of the security. Imposing these
reporting and disclosure requirements on a broker or dealer make it unlawful
for the broker or dealer to effect transactions in penny stocks on
behalf of customers. Brokers or dealers may be discouraged from dealing in
penny stocks, due to the additional time, responsibility involved, and, as a
result, this may have a deleterious effect on the market for SLI's
stock.
TRANSFER AGENT, WARRANT AGENT AND REGISTRAR
The transfer agent, warrant agent and registrar for the Common Stock is
American Registrar & Transfer Co., 342 E. 900 South, P.O. Box 1798, Salt Lake
City, Utah 84110.
SHARES ELIGIBLE FOR FUTURE SALE
Upon completion of this Offering, SLI will have 25,000,000 shares of Common
Stock outstanding. All shares sold in this offering will be freely transferable
without restriction or further registration under the Securities Act of 1933,
as amended. However, any share purchased by an affiliate (in general, a person
who is in a control relationship with SLI), will be subject to the limitations
of Rule 144 promulgated under the Securities Act.
Under Rule 144 as currently in effect, a person (or persons whose shares are
aggregated with those of others) whose restricted shares have been fully paid
for and meet the rule's one year holding provisions, including persons who may
be deemed affiliates of SLI, may sell restricted securities in broker's
transactions or directly to market makers, provided the number of shares sold
in any three month period is not more than the greater of 1% of the total
shares of common stock then outstanding or the average weekly trading volume
for the four calendar week period immediately prior to each such sale. After
restricted securities have been fully paid for and held for two years,
restricted securities may be sold by persons who are not affiliates of SLI
without regard to volume limitations. Restricted securities held by affiliates
must continue, even after the two year holding period, to be sold in brokers'
transactions or directly to market makers subject to the limitations described
above.
Prior to this offering, no public market has existed for SLI's shares of common
stock. However, SLI's market maker, National Capital, has indicated that, upon
successful completion of this offering, it will file an application under Rule
15c-211 for a quotation of SLI's securities on the Bulletin Board. There can
be no assurance that the application will be granted or that SLI's securities
will be quoted on any quotation medium or service. No predictions can be made
as to the effect, if any, that market shares or the availability of shares for
sale will have on the market price prevailing from time to time. The sale, or
availability for sale, of substantial amounts of common stock in the public
market could adversely affect prevailing market prices.
PLAN OF DISTRIBUTION
The Shares shall be offered on a self underwritten basis in the States of New
York, California, Florida and in the District of Columbia, and to qualified
investors in the State of California, and outside the U.S. The offering is
self underwritten by SLI, which offers the Shares directly to investors
through officer Russell Nordstrom, who will offer the Shares by prospectus and
sales literature filed with the SEC, to friends, former business associates and
contacts, and by direct mail to investors who have indicated an interest in
SLI. SLI will also post a copy of its prospectus electronically on its web
sire, www.specializedleasing.com. The offering is a self underwritten
offering, which means that it does not involve the participation of an
underwriter or broker.
The offering of the Shares shall terminate 12 months after the date of this
prospectus.
SLI reserves the right to reject any subscription in whole or in part, or to
allot to any prospective investor less than the number of Shares subscribed for
by such investor.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for SLI by
Kenneth G. Eade, Santa Barbara, California.
EXPERTS
The Financial Statements of SLI as of September 30, 2000 included in this
Prospectus and elsewhere in the Registration Statement have been audited by
Roger G. Castro, independent public accountant for SLI, as set forth in his
reports thereon appearing elsewhere herein, and are included in reliance upon
such reports, given upon the authority of such firm as experts in accounting
and auditing.
ADDITIONAL INFORMATION
SLI has filed with the Securities and Exchange Commission ("SEC") a
registration statement on Form SB-2 under Securities Act of 1933, as amended,
with respect to the securities. This prospectus, which forms a part of the
registration statements, does not contain all of the information set forth in
the registration statement as permitted by applicable SEC rules and
regulations. Statements in this prospectus about any contract, agreement or
other document are not necessarily complete. With respect to each such
contract, agreement, or document filed as an exhibit to the registration
statement, reference is made to the exhibit for a more complete description of
the matter involved, and each such statement is qualified in its entirety by
this reference.
The registration statement may be inspected without charge and copies may be
obtained at prescribed rates at the SEC's public reference facilities at
Judiciary Plaza, 450 Fifth Street NW, Room 1024, Washington, DC 20549, or on
the Internet at http://www.sec.gov.
SLI will furnish to its shareholders annual reports containing audited
financial statements reported on by independent public accountants for each
fiscal year and make available quarterly reports containing unaudited financial
information for the first three quarters of each fiscal year.
[CAPTION]
REPORT OF INDEPENDENT AUDITOR
To the Shareholders and Board of Directors
SPECIALIZED LEASING, INC.
I have audited the accompanying balance sheet of SPECIALIZED LEASING, INC. (A
Development Stage Company) as of September 30, 2000, and the related statements
of income, stockholders' equity, and cash flows for the six months ended
September 30, 2000 and for the period February 24, 2000 (inception) through
September 30, 2000. These financial statements are the responsibility of ITC's
management. Our responsibility is to express an opinion on these financial
statements based on my audit.
I conducted my 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 of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In my opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of SPECIALIZED LEASING, INC. at
September 30, 2000, and the results of operations and cash flows for six
months then ended and for the period December 30, 1997 (inception) through
September 30, 2000, in conformity with generally accepted accounting
principles.
Oxnard, California
Rogelio G. Castro
October 19, 2000
[CAPTION]
Specialized Leasing, Inc.
(A Development Stage Company)
Balance sheet
As of September 30, 2000
ASSETS
Current Assets:
Cash in banks $75,911
Lease payments receivable 344
Loan receivable 17,689
Total Current Assets 93,944
Property and Equipment (net) 304
Other Assets:
Lease contracts 47,649
TOTAL ASSETS $141,897
LIABILITIES & STOCKHOLDERS' EQUITY
Stockholders' Equity:
Common stocks , $.001 par value
Authorized shares-50,000, 000
Issued and outstanding shares-20,000,000 $20,000
Paid in capital 249,000
Stock subscription receivable (101,500)
Retained deficit (25,603)
Total Stockholders' Equity 141,897
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $141,897
Specialized Leasing, Inc.
(A Development Stage Company)
Statement of Operations
For the period February 24, 2000
(inception) through September 30, 2000
Income
Lease payment $ 1,602
Credit application fees 50
Total Income 1,652
Operating Expenses
General and administrative expenses 27,204
Depreciation 51
Total Expenses 27,255
Net income (loss) $(25,603)
Basic earnings (loss) per share $ (0.001)
Weighted average shares outstanding 19,425,802
[CAPTION]
Specialized Leasing, Inc.
(a Development Stage Company)
Consolidated Statements of Cash Flows
For the period February 24, 2000
(inception) through September 30, 2000
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (25,603)
Adjustments to reconcile net loss to
net cash used by operating activities:
Depreciation & amortization 51
Lease payment receivable (344)
Stocks issued for services 19,000
Loan receivables (17,689)
NET CASH USED BY OPERATING ACTIVITIES (24,585)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property and equipment (355)
NET CASH USED BY INVESTING ACTIVITIES (355)
CASH FLOWS FROM FINANCING ACTIVITIES
Lease contract receivable (47,649)
Stocks issued for cash 148,500
NET CASH PROVIDED BY FINANCING ACTIVITIES 100,851
INCREASE (DECREASE) IN CASH 75,911
BEGINNING CASH -
ENDING CASH $75,911
NON CASH DISCLOSURE
19,000,000 shares of common stocks
issued for services $19,000
406,000 shares issued
as subscription receivable $101,500
<TABLE>
<CAPTION>
Specialized Leasing, Inc.
(A Development Stage Company)
Statement of Stockholders' Equity
For the period February 24, 2000
(inception) through September 30, 2000
<S> <C> <C> <C> <C>
Number Deficit
of Common Paid Accumulated
Shares Stock in During
Outstanding at Par Value Capital Development Stage
----------- ------------ ------- -----------------
Receivable (Deficit)
Stock issued for cash $594,000 $594 $ $ 147,906
Stocks issued for services 19,000,000 19,000
Common stocks subscribed 406,000 406 101,094 $ (101,500)
Net loss - September 30, 2000 $( 25,602.71)
Balance at September 30, 2000 $20,000,000 $20,000 $249,000 $( 101,500)
</TABLE>
[CAPTION]
SPECIALIZED LEASING, INC.
(A Development Stage Company)
Notes to Financial Statements
NOTE 1. BUSINESS ACTIVITY
The Company was incorporated under the laws of the state of Nevada on February
24, 2000. The purpose for which the Corporation is organized is to engage in
any lawful act or activity for which a corporation may be organized under the
General Corporation Law of the State of Nevada including, without limitation,
to engage in computer leasing business.
The Company has been in the development stage since its formation on February
24, 2000.
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES
The Company uses the accrual method of accounting.
Revenues and directly related expenses are recognized in the period when the
goods are shipped to the customers.
The Company considers all short term, highly liquid investments that are
readily convertible, within three months, to known amounts as cash equivalents.
The Company currently has no cash equivalents.
Primary Earnings Per Share amounts are based on the weighted average number of
shares outstanding at the dates of the financial statements. Fully Diluted
Earnings Per Shares shall be shown on stock options and other convertible
issues that may be exercised within ten years of the financial statement dates.
Depreciation; The cost of property and equipment is depreciated over the
estimated useful lives of the related assets. The cost of leasehold
improvements is depreciated (amortized) over the lesser of the length of the
related assets or the estimated lives of the assets. Depreciation is computed
on the straight-line method for reporting purposes and for tax purposes.
Estimates; The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements
and accompanying notes. Actual results could differ from those estimates.
NOTE 3 - DIRECT FINANCE LEASES
Lease contracts which meet the criteria specified in the Statements of
Financial Accounting Standards (SFAS) No. 13, "Accounting for Leases, " are
classified as direct finance leases. Direct finance leases are recorded upon
acceptance of the equipment by the customer. Unearned lease income represents
the excess of the gross lease receivable and estimated residual value over the
equipment cost. Unearned lease income is recognized as revenue over the lease
term at a constant rate of return on the net investment in the lease.
NOTE 4. PROPERTY AND EQUIPMENT
The Company capitalizes the purchased and fixtures for major purchases in
excess of $300 per item. Capitalized amounts are depreciated over the useful
life of the assets using the straight-line method of depreciation.
The following is a summary of property and equipment at cost, less accumulated
depreciation:
Furnitures and equipment $355
Less accumulated depreciation ( 51)
Total $354
=====
NOTE 5. RELATED PARTY TRANSACTIONS
The Company issued shares of common stocks in lieu of cash to officers for
services rendered related as related to the formation of the Company. The
shares were issued at par value.
NOTE 6. FUTURE MINIMUM LEASE PAYMENTS
Future minimum lease payments to be received by the Company on the direct
finance leases as of September 30, 2000 are as follows:
Years Ending September 30,
$ 9,465
18,304
14,793
6,564
---------
Total 49,126
=========
F-5<PAGE>
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NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS OFFERING
OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY SLI OR BY THE UNDERWRITERS. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY
OTHER THAN THE SECURITIES OFFERED BY THIS PROSPECTUS, OR AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES BY ANY PERSON IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IS
UNLAWFUL. THE DELIVERY OF THIS PROSPECTUS SHALL NOT, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE OF THIS PROSPECTUS.
------------------------
TABLE OF CONTENTS
PAGE
---------
Prospectus Summary.............................. 1
Risk Factors.................................... 3
SLI is a development stage
company with no operating history.......... 3
Intense competition........................ 3
Terms of offering-no minimum contingency... 4
Related party transactions and possible
conflicts of interest...................... 4
Dilution................................... 4
New industry; uncertainty of market acceptance 4
Federal Import Tax......................... 5
Use of Proceeds................................. 5
Dividend Policy................................. 5
Price Range of Securities....................... 6
Capitalization.................................. 6
Dilution........................................ 6
Selected Financial Data......................... 7
Management's Discussion and Analysis of
Financial Condition and Results of
Operations.................................... 8
Business........................................ 8
Management...................................... 12
Certain Transactions............................ 13
Principal Stockholders.......................... 13
Description of Securities....................... 14
Shares Eligible for Future Sale................. 15
Underwriting.................................... 15
Legal Matters................................... 15
Experts......................................... 16
Index to Financial Statements................... 16
Specialized Leasing, Inc.
5,000,000 SHARES OF COMMON STOCK
-------------
PROSPECTUS
-------------
October 25, 2000
------------------------------------------------------------------------------
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
NRS 78.751 provides that SLI may provide in its articles of incorporation, by
laws or by agreement, to indemnify SLI's officers and directors. SLI's
Articles of Incorporation, Article VIII, provides that SLI shall, to the
fullest extent legally permissible under the provisions of the General
Corporation Law of the State of Nevada, indemnify and hold harmless officers
and directors from any and all liabilities and expenses imposed upon them in
connection with any action, suit or other proceeding.
ITEM 25. OTHER EXPENSES OF ISSUANCES AND DISTRIBUTION.
The Registrant estimates that expenses payable by it in connection with the
Offering described in this Registration Statement (other than the underwriting
discount and commissions and reasonable expense allowance) will be as follows:
SEC registration fee........................................... $1,320
Printing and engraving expenses................................ $ 400
Accounting fees and expenses................................... $1,000
Legal fees and expenses (other than Blue Sky).................. $2,000
Blue sky fees and expenses (including legal and filing fees)... $1,000
Miscellaneous.................................................. $ 180
----------
Total...................................................... $5,500
----------
----------
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.
The following securities were issued by SLI within the past three
years and were not registered under the Securities Act.
In connection with organizing SLI, on February 25, 2000, Frank Scivally, Don
Smallman, Robert T. Yarbray, Agata Gotova, James Rather and George White were
issue an aggregate of 18,502,000 shares of common stock in exchange for
the business plan of SLI, pursuant to Section 4(2) of the Securities Act of
1933, to sophisticated persons, including officers and directors having
superior access to all corporate and financial information. Under Rule 405
promulgated under the Securities Act of 1933, they may all be deemed to be nd
promoters of SLI. No other persons are known to Management that would be deemed
to be promoters.
On or about May 15, 2000, Brent Wipp, Michael Campbell, Russell Nordstrom, and
James Keating were each issued 100,000 shares of common stock, pursuant to
Section 4(2) of the Securities Act of 1933, to sophisticated persons (officers
and directors) having superior access to all corporate and financial
information, in exchange for their agreement to serve on the Board of
Directors.
On or about May 15, 2000, Chris B. Hines was issued 100,000 shares of common
stock, pursuant to Section 4(2) of the Securities Act of 1933, to sophisticated
persons (officers and directors) having superior access to all corporate and
financial information, in exchange for a retainer for his services to SLI.
On or about May 30, 2000 through September 7, 2000, 1,100,000 shares of common
stock were issued to 15 investors, pursuant to Section 4(2) of the Securities
Act of 1933 and in reliance on Rule 505 promulgagted by the SEC. All investors
were accredited, as verified by investor's questionnaires.
ITEM 27. EXHIBITS
(a) The following exhibits are filed as part of this Registration
Statement:
EXHIBIT
NUMBER DESCRIPTION
----------- -----------------------------------------
3.1 Articles of Incorporation
3.2 Amendment to Articles of Incorporation
3.4 By-Laws
4.1 Form of Common Stock Certificate
5.1 Opinion of Kenneth G. Eade, Attorney at Law
(including consent)
6.1 Specimen of Stock Certificate
10.1 Agreement with ComputerXpress
10.2 Lease application
10.3 Standard Form Lease
23.1 Consent of Independent Accountant
23.2 Consent of Kenneth G. Eade(filed as part of
Exhibit 5.1)
------------------------
ITEM 28. UNDERTAKINGS.
The undersigned Company hereby undertakes to:
(a) (1) File, during any period in which it offers or sells securities, a
post-effective amendment to this Registration Statement to:
(I) Include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) Reflect in the prospectus any facts or events 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 Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement;
(iii) Include any additional or changed material information on the plan
of distribution. (2) For determining liability under the Securities Act,
treat each post-effective amendment as a new registration statement of the
securities offered, and the offering of the securities at that time to be
the initial bona fide offering. (3) File a post-effective amendment to
remove from registration any of the securities that remain unsold at the
end of the offering.
(e) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of SLI pursuant to the provisions referred to under Item 24 of this
Registration Statement, or otherwise, SLI has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by SLI of expenses incurred or paid by a director, officer or
a controlling person of SLI 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 Company will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of competent 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.
(f) (1) For determining any liability under the Securities Act, treat 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 SLI under Rule 424(b)(1), or (4), or 497(h) under the
Securities Act as part of this Registration Statement as of the time the
Commission declared it effective.
(2) For determining any liability under the Securities Act, treat each
post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in the registration
statement, and that offering of the securities at that time as the initial bona
fide offering of those securities.
II-6
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the city of Santa
Barbara, state of California, on October 20, 2000.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, there unto duly authorized.
Specialized Leasing, Inc.
George R. White
By______________________________________________
GEORGE R. WHITE, President and Director
Date: October 27, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Capacity Date
---------- -------- -----
George R. White Pres., Director Oct. 27, 2000
George R. White Treasurer/Director Oct. 27, 2000
Robert T. Yarbray Secretary/Director Oct. 27, 2000
James S. Keating Director Oct. 27, 2000
Michael Campbell Director Oct. 27, 2000
Russell Nordstrom Director Oct. 27, 2000
Brent Wipp Director Oct. 27, 2000
[CAPTION]
Exhibit 3(a)
ARTICLES OF INCORPORATION
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
FEBRUARY 24 2000
STATE OF NEVADA
IMPORTANT: READ INSTRUCTIONS ON REVERSE SIDE BEFORE COMPLETING THIS FORM
TYPE OR PRINT (BLACK INK ONLY)
1. NAME OF CORPORATION: SPECIALIZED LEASING, INC.
2. RESIDENT AGENT: (designated resident agent and his STREET ADDRESS in
Nevada where process may be served) Name of Resident Agent: Affordable Business
Services, Inc. Street Address: 1055 E. Flamingo Road, #1009A, Las Vegas, NV
89119.
3. SHARES: (number of shares the corporation is authorized to issue)
Number of shares with par value: ) Par Value: $.001 Number of shares without
par value: 50,000,000.
4. Governing board: SHALL BE STYLED AS (CHECK ONE)1 Director Trustees.
The FIRST BOARD OF DIRECTORS shall consist of 1 members and the names and
addresses are as follows:
Name: Robert T. Yarbray - Address: 76803 Castle Court, Palm Desert, California.
5. PURPOSE: (optional-see reverse side) the purpose of the corporation
shall be:
6. PERSONAL LIABILITY (pursuant to NRS 78.037):
Check one: Accept xxx Decline
---
7. OTHER MATTERS: Any other matters to be included in these articles may be
noted on separate pages and incorporated by reference herein a part of these
articles: Number of pages attached:
8. SIGNATURES OF INCORPORATORS: The names and addresses of each of the
incorporators signing the articles (signatures must be)
Name Robert T. Yarbray
Address: 76803 Castle Court, Palm Desert, CA 92211
Signature: ROBERT T. YARBRAY
Subscribed to me and sworn before me this --- day of February, 2000
DOUGLAS BECKLEY
_______________
Notary Public
(affix notary stamp or seal)
[CAPTION]
EXHIBIT 3(b)
BY-LAWS OF Specialized Leasing, Inc.
ARTICLE I - OFFICES
The office of the Corporation shall be located in the City and State designated
in the Articles of Incorporation. The Corporation may also maintain offices at
such other places within or without the United States as the Board of Directors
may, from time to time determine.
ARTICLE II - MEETING OF SHAREHOLDERS
Section 1 - Annual Meetings:
The annual meeting of the shareholders of the Corporation shall be held within
five months after the close of the fiscal year of the Corporation, for the
purpose of electing directors, and transacting such other business as may
properly come before the meeting.
Section 2 - Special Meetings:
Special meetings of the shareholders may be called at any time by the Board of
Directors or by the President, and shall be called by the President or the
Secretary at the written request of the holders of ten per cent (10%) of the
shares then outstanding and entitled to vote thereat, or as otherwise required
under the provisions of the Business Corporation Law.
Section 3 - Place of Meetings:
All meetings of shareholders shall be held at the principal office of the
Corporation, or at such other places as shall be designated in the notices or
waives of notice of such meetings.
ARTICLE IV - OFFICERS
Section 1 - Number, Qualifications, Election and Term of Office:
(a) The officers of the Corporation shall consist of a President, a Secretary,
a Treasurer, and such other officers, including a Chairman of the Board of
Directors, and one or more Vice Presidents, as the Board of Directors may from
time to time deem advisable. Any officer other than the Chairman of the Board
of Directors may be, but is not required to be, a director of the Corporation.
Any two or more offices may be held by the same person.
(b) The officers of the Corporation shall be elected by the Board of Directors
at the regular annual meeting of the Board following the annual meeting of
shareholders.
(c) Each officer shall hold office until the annual meeting of the Board of
Directors next succeeding his election, and until his successor shall have been
elected and qualified, or until his death, resignation or removal.
Section 2 - Resignation:
Any officer may resign at any time by giving written notice of such resignation
to the Board of Directors, or to the President or the Secretary of the
Corporation. Unless otherwise specified in such written notice, such
resignation shall take effect upon receipt thereof by the Board of Directors or
by such officer, and the acceptance of such resignation shall not be necessary
to make it effective.
Section 3 - Removal:
Any officer may be removed, either with or without cause, and a successor
elected by a majority vote of the Board of Directors at any time.
Section 4 - Vacancies:
A vacancy in any office by reason of death, resignation, inability to act,
disqualification, or any other cause, may at any time be filled for the
unexpired portion of the term by a majority vote of the Board of Directors.
Section 5 - Duties of Officers:
Officers of the Corporation shall, unless otherwise provided by the Board of
Directors, each have such powers and duties as generally pertain to their
respective offices as well as such powers and duties as may be set forth in
these by-laws, or may from time to time be specifically conferred or imposed by
the Board of Directors. The president shall be the chief executive officer of
the Corporation.
ARTICLE V - SHARES OF STOCK
Section 1 - Certificate of Stock:
(a) The certificates representing the shares of the Corporation shall be in
such form as shall be adopted by the Board of Directors, and shall be numbered
and registered in the order issued. They shall bear the holder's name and the
number of shares, and shall be signed by (I) the President or a Vice President,
and (ii) the Secretary or Treasurer, or any Assistant Secretary or Assistant
Treasurer, and shall bear the corporate seal.
(b) No certificate representing shares shall be issued until the full amount of
consideration therefor has been paid, except as otherwise permitted by law.
(c) To the extent permitted by law, the Board of Directors may authorize the
issuance of certificates for fractions of a share which shall entitle the
holder to exercise voting rights, receive dividends and participate in
liquidating distributions, in corporation to the fractional holdings; or it may
authorize the payment in cash of the fair value of fractions of a share as of
the time when those entitled to receive such fractions are determined; or it
may authorize the issuance, subject to such conditions as may be permitted by
law, of scrip in registered or bearer form over the signature of an officer or
agent of the Corporation, exchangeable as therein provided for full shares, but
such scrip shall not entitle the holder to any rights of a shareholder, except
as therein provided.
Section 2 - Lost or Destroyed Certificates:
The holder of any certificate representing shares of the Corporation shall
immediately notify the Corporation of any loss or destruction of the
certificate representing the same. The Corporation may issue a new certificate
in the place of any certificate theretofore issued by it, alleged to have been
lost or destroyed. On production of such evidence of loss or destruction as the
Board of Directors in its discretion may require, the Board of Directors may,
in its discretion, require the owner of the lost or destroyed certificate, or
his legal representatives, to give the Corporation a bond in such sum as the
Board may direct, and with such surety or sureties as may be satisfactory to
the Board, to indemnify the Corporation against any claims, loss, liability or
damage it may suffer on account of the issuance of the new certificate. A new
certificate may be issued without requiring any such evidence or bond when, in
the judgement of the Board of Directors, it is proper so to do.
Section 6 - Sureties and Bonds:
In case the Board of Directors shall so require, any officer, employee or agent
of the Corporation shall execute to the Corporation a bond in such sum, and
with such surety or sureties as the Board of Directors may direct, conditioned
upon the faithful performance of his duties to the Corporation, including
responsibility for negligence and for the accounting for all property, funds or
securities of the Corporation which may come into his hands.
Section 7 - Shares of Other Corporations:
Whenever the Corporation is the holder of shares of any other corporation, any
right or power of the Corporation as such shareholder (including the
attendance, acting and voting at shareholders' meetings and execution of
waivers, consents, proxies or other instruments) may be exercised on behalf of
the Corporation by the President, or such other person as the Board of
Directors may authorize.
ARTICLE VI - DIVIDENDS
Subject to applicable law, dividends may be declared and paid of any funds
available therefor, as often, in such amounts, and at such time or times as the
Board of Directors may determine.
ARTICLE VII-FISCAL YEAR
The fiscal year of the Corporation shall be fixed by the Board of Directors
from time to time, subject to applicable law.
ARTICLE VIII-CORPORATE SEAL
The corporate seal, if any, shall be in such form as shall be approved from
time to time by the Board of Directors.
ARTICLE IX - AMENDMENTS
Section 1 - By Shareholders:
All by-laws of the Corporation shall be subject to alteration or repeal, and
new by-laws may be made, by the affirmative vote of shareholders holding of
record in the aggregate at least a majority of the outstanding shares entitled
to vote in the election of directors at any annual or special meeting of
shareholders, provided that the notice or waiver of notice of such meeting
shall have summarized or set forth in full therein, the proposed amendment.
Section 2 -By Directors:
The Board of Directors shall have power to make, adopt, alter, amend and
repeal, from time to time, by-laws of the Corporation; provided, however, that
the shareholders entitled to vote with respect thereto as in this Article IX
above-provided may alter, amend or repeal by-laws made by the Board of
Directors, except that the Board of Directors shall have no power to change the
quorum for meetings of shareholders or the Board of Directors, or to change any
provisions of the by-laws with respect to the removal of directors or the
filling of vacancies in the Board resulting from the removal by the
shareholders. If any by-law regulating an impending election of directors is
adopted, amended or repealed by the Board of Directors, there shall be set
forth in the notice of the next meeting of shareholders for the election of
directors, the by-law so adopted, amended or repealed, together with a concise
statement of the changes made.
Section 3 - Transfers of Shares:
(a) Transfers of shares of the Corporation shall be made on the share records
of the Corporation only by the holder of record thereof, in person or by his
duly authorized attorney, upon surrender for cancellation of the certificate or
certificates representing such shares, with an assignment or power of transfer
endorsed thereon or delivered therewith, duly executed, with such proof of the
authenticity of the signature and of authority to transfer and of payment of
transfer taxes as the Corporation or its agents may require.
(b) The Corporation shall be entitled to treat the holder of record of any
share or shares as the absolute owner thereof for all purposes and,
accordingly, shall not be bound to recognize any legal, equitable or other
claim to, or interest in, such share or shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise expressly provided by law.
Section 4 - Record Date:
In lieu of closing the share records of the Corporation, the Board of Directors
may fix, in advance, a date not exceeding fifty days, or less than ten days, as
the record date for the determination of shareholders entitled to receive
notice of, or to vote at, any meeting of shareholders, or to consent to any
proposal without a meeting, or for the purpose of determining shareholders
entitled to receive payment of any dividends, or allotment of any rights, or
for the purpose of any other action. If no record date is fixed, the record
date for the determination of shareholders entitled to notice of or to vote at
a meeting of shareholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if no notice is given, the day
on which the meeting is held; the record date for determining shareholders for
any other purpose shall be at the close of business on the day on which the
resolution of the directors relating thereto is adopted. When a determination
of shareholders of record entitled to notice of or to vote at any meeting of
shareholders has been made as provided for herein, such determination shall
apply to any adjournment thereof, unless the directors fix a new record date
for the adjourned meeting.
Section 13 - Committees:
The Board of Directors, by resolution adopted by a majority of the entire
Board, may from time to time designate from among its members an executive
committee and such other committees, and alternate members thereof, as they
deem desirable, each consisting of three or more members, with such powers and
authority (to the extent permitted by law) as may be provided in such
resolution. Each such committee shall serve at the pleasure of the Board.
ARTICLE X - INDEMNITY
(a) Any person made a party to any action, suit or proceeding, by reason of the
fact that he, his testator or intestate representative is or was a director,
officer of employee of the Corporation, or of any Corporation in which he
served as such at the request of the Corporation, shall be indemnified by the
Corporation against the reasonable expenses, including attorney's fees,
actually and necessarily incurred by him in connection with the defense of such
action, suit or proceedings, or in connection with any appeal therein, except
in relation to matters as to which it shall be adjudged in such action, suit or
proceeding, or in connection with any appeal therein that such officer,
director or employee is liable for negligence or misconduct in the performance
of his duties.
(b) The foregoing right of indemnification shall not be deemed exclusive of any
other rights to which any officer or director or employee may be entitled apart
from the provisions of this section.
(c) The amount of indemnity to which any officer or any director may be
entitled shall be fixed by the Board of Directors, except that in any case
where there is no disinterested majority of the Board available, the amount
shall be fixed by arbitration pursuant to the then existing rules of the
American Arbitration Association.
The undersigned incorporator certifies that he has adopted the foregoing
by-laws as the first by-laws of the Corporation.
Dated: February 24, 2000
Robert T. Yarbray
-------------------------
Incorporator
[CAPTION]
Exhibit 4.1 SPECIMEN OF COMMON STOCK CERTIFICATE
Specialized Leasing, Inc.
[________]NUMBER SHARES[________]
INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA
30,000,000 SHARES COMMON STOCK AUTHORIZED, $.001 PAR VALUE
COMMON STOCK CUSIP
SEE REVERSE FOR
CERTAIN
DEFINITIONS
THIS CERTIFIES THAT
Is the RECORD HOLDER OF SHARES OF FULLY PAID AND NON-ASSESSABLE
SHARES OF COMMON STOCK OF Specialized Leasing, Inc.
TRANSFERABLE ON THE BOOKS OF THE CORPORATION IN PERSON OR BY DULY AUTHORIZED
ATTORNEY UPON SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED. THIS
CERTIFICATE AND THE SHARES REPRESENTED HEREBY ARE SUBJECT TO THE LAWS OF THE
STATE OF NEVADA, AND TO THE CERTIFICATE OF INCORPORATION AND BYLAWS OF THE
CORPORATION, AS NOW OR HEREAFTER AMENDED. THIS CERTIFICATE IS NOT VALID UNTIL
COUNTERSIGNED BY THE TRANSFER AGENT.
WITNESS the facsimile seal of the Corporation and the signature of its duly
authorized officers.
Dated:
[SEAL OF Specialized Leasing, Inc.}
GEORGE R. WHITE ROBERT T. YARBRAY
------------------------ ---------------------
President Secretary
COUNTERSIGNED
AMERICAN REGISTRAR & TRANSFER CO.
342 E. 900 South
P.O. Box 1798
Salt Lake City, Utah 84110
By: ^^Richard M. Day^^
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - ____Custodian____
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right under Uniform Gifts to Minors
of survivorship and not as Act ________________________
tenants in common (State)
Additional abbreviation may also be used though not in above list.
FOR VALUE RECEIVED, _________hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
---------------------------------------
---------------------------------------
__________________________________________________________________________
(Please print or typewrite name and address including zip code of assignee)
__________________________________________________________________________
__________________________________________________________________________
__________________________________________________________________________
Shares of the capital stock represented by the within Certificate, and do
hereby irrevocably constitute and appoint
__________________________________________________________________________
Attorney to transfer the said stock on the books of the within-named
Corporation with full power of substitution in the premises.
Dated, ---------------------------------
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the Certificate, in every particular, without
alteration or enlargement, or any change whatever.
[CAPTION]
EXHIBIT 10.1
AGREEMENT WITH COMPUTERXPRESS.COM, INC.
ASSET ACQUISITION AGREEMENT
THIS AGREEMENT (hereinafter "the agreement"), is made and entered into as of
the 20th day of March, 2000, by and between COMPUTERXPRESS.COM, INC., a Nevada
corporation (hereinafter "CPXP"), and SPECIALIZED LEASING, INC., a Nevada
Corporation, (hereinafter "SPLI"), provides as follows:
1. RECITALS:
This agreement is made and entered into with reference to the
following facts and circumstances:
A. SPLI is a newly formed corporation which intends to engage in the
business of leasing computer systems to medical, dental and real estate
professionals, and is interested in
B. CPXP is in the business of selling computer systems and is
interested in becoming the exclusive supplier of SPLI.
2. EXCLUSIVE RIGHT TO SUPPLY COMPUTERS AND SYSTEMS
SPLI hereby grants to CPXP, the exclusive right to supply SPLI with
"Mobile office computer systems" for its medical, dental and real estate
clients. These mobile systems are comprised of a package for each medical,
dental or real estate professional, consisting of :
1. One desktop computer, built to specifications of SPLI;
2. One laptop computer
3. Digital camera
4. Digital cellular telephone; and
5. Optional electronic peripherals, such as palm top computers
3. REPRESENTATIONS AND WARRANTIES OF SPLI.
SPLI hereby represents and warrant to CPXP as follows:
A. SPLI. is a corporation duly formed and validly existing and in good
standing under the laws of the state of Nevada, and has all necessary corporate
powers to own its properties and carry on its business as now owned and
operated by it, and is in good standing in every jurisdiction in which failure
to qualify would have a material adverse affect on its business and financial
condition, and has the corporate power to enter into and perform this
agreement.
B. SPLI has the full corporate power, right and authority to make,
execute, deliver and perform this Agreement and all other instruments and
documents required or contemplated hereunder, and to take all steps and to do
all things necessary and appropriate to consummate the transactions
contemplated herein. Such execution, delivery and performance of this
Agreement and all other instruments and documents to be delivered hereunder
have been duly authorized by all necessary corporate action on the part of
SPLI, and will not contravene or violate or constitute a breach of the terms of
either of its Articles of Incorporation, founding documents, or By-Laws, or
conflict with, result in a breach of, or entitle any party to terminate or call
a default with respect to any instrument or decree to which either is bound or
any contract or any instrument, judgment, order, decree, law, rule or
regulation applicable to it. Neither SPLI, nor their shareholders is a party
to, or subject to, or bound by any judgment, injunction, or decree of any court
or governmental authority or agreement which may restrict or interfere with its
performance of this Agreement. This Agreement has been duly executed and
delivered and constitutes, and the other instruments and documents to be
delivered by SPLI and The Comedy Magazine hereunder will constitute, the valid
and binding obligations of both of them, enforceable against it in accordance
with their respective terms.
C. Except as otherwise set forth herein, no consent of any party to
any contract or arrangement to which SPLI is a party or by which either is
bound is required for the execution, performance, or consummation of this
Agreement.
D. There are no actions, suits, proceedings, orders, investigations or
claims pending or, to either SPLI, threatened against either one of them, at
law or in equity, or before any federal, state or other governmental body.
E. The representations and warranties contained in this Section will
be accurate, true and correct, in all respects, on and as of the date of
Closing as though made at such date in identical language.
F. Neither SPLI, nor any of its officers and directors has ever been
convicted of any felony or misdemeanor offense involving moral turpitude; nor
have they been the subject of any temporary or permanent restraining order
resulting from unlawful transactions in securities; nor are they now, or have
they ever been, a defendant in any lawsuit alleging unlawful business practices
or the unlawful sale of securities; nor have they been the debtor in any
proceedings, whether voluntary or involuntary, filed in the U.S. Bankruptcy
Court.
G. The execution, delivery and performance of this agreement by SPLI
does not require the consent, waiver, approval, license or authorizations of
any person or public authority which has not been obtained, does not violate,
with or without the giving of notice or the passage of time or both, any law
applicable to either SPLI and does not conflict with or result in a breach or
termination of any provisions of, or constitute a default under, or result in
the creation of any lien, charge or encumbrance upon any of the property or
assets of SPLI or The Comedy Magazine.
H. SPLI have complied with all laws, ordinances, regulations and
orders which have application to their respective businesses, the violation of
which might have a material adverse effect on their respective financial
condition or results of operations, and possesses all governmental licenses and
permits material to and necessary for the conduct of their respective business,
the absence of which might have a material adverse effect on their respective
financial condition or results of operations. All such licenses and permits
are in full force and effect, no violations are or have been recorded in
respect of any such licenses or permits, and no proceeding is pending or
threatened to revoke or limit any such licenses or permits.
6. REPRESENTATIONS AND WARRANTIES OF CPXP
CPXP hereby represents and warrants as follows:
A. CPXP is a corporation duly formed and validly existing and in good
standing under the laws of the state of Nevada, it has all necessary corporate
powers to own its properties and carry on its business as now owned and
operated by it, and is in good standing in every jurisdiction in which failure
to qualify would have a material adverse affect on its business and financial
condition, and has the corporate power to enter into and perform this
agreement, subject only to the approval of its shareholders.
B. CPXP has the full corporate power, right and authority to make,
execute, deliver and perform this Agreement and all other instruments and
documents required or contemplated hereunder, and to take all steps and to do
all things necessary and appropriate to consummate the transactions
contemplated herein. Such execution, delivery and performance of this
Agreement and all other instruments and documents to be delivered hereunder
have been duly authorized by all necessary corporate action on the part of
CPXP, and will not contravene or violate or constitute a breach of the terms of
either of its Articles of Incorporation, founding documents, or By-Laws, or
conflict with, result in a breach of, or entitle any party to terminate or call
a default with respect to any instrument or decree to which either is bound or
any contract or any instrument, judgment, order, decree, law, rule or
regulation applicable to it. CPXP is not a party to, or subject to, or bound by
any judgment, injunction, or decree of any court or governmental authority or
agreement which may restrict or interfere with its performance of this
Agreement. This Agreement has been duly executed and delivered and
constitutes, and the other instruments and documents to be delivered by CPXP
hereunder will constitute, the valid and binding obligations of it, enforceable
against it in accordance with their respective terms, subject to the approval
of its shareholders.
C. Except as otherwise set forth herein, no consent of any party to
any contract or arrangement to which CPXP is a party or by which either is
bound is required for the execution, performance, or consummation of this
Agreement.
D. The representations and warranties contained in this Section will
be accurate, true and correct, in all respects, on and as of the date of
Closing as though made at such date in identical language.
E. Neither CPXP, nor any of its officers and directors has ever been
convicted of any felony or misdemeanor offense involving moral turpitude; nor
have they been the subject of any temporary or permanent restraining order
resulting from unlawful transactions in securities; nor are they now, or have
they ever been, a defendant in any lawsuit alleging unlawful business practices
or the unlawful sale of securities; nor have they been the debtor in any
proceedings, whether voluntary or involuntary, filed in the U.S. Bankruptcy
Court.
F. The execution, delivery and performance of this agreement by CPXP
does not require the consent, waiver, approval, license or authorizations of
any person or public authority which has not been obtained, does not violate,
with or without the giving of notice or the passage of time or both, any law
applicable to CPXP, and does not conflict with or result in a breach or
termination of any provisions of, or constitute a default under, or result in
the creation of any lien, charge or encumbrance upon any of the property or
assets of CPXP.
G. CPXP has complied with all laws, ordinances, regulations and orders
which have application to its business, the violation of which might have a
material adverse effect on its financial condition or results of operations,
and possesses all governmental licenses and permits material to and necessary
for the conduct of its business, the absence of which might have a material
adverse effect on their respective financial condition or results of
operations. All such licenses and permits are in full force and effect, no
violations are or have been recorded in respect of any such licenses or
permits, and no proceeding is pending or threatened to revoke or limit any such
licenses or permits.
4. NOTICES
Any notices called for in this agreement shall be effective upon
personal service or upon service by first class mail, postage prepaid, to the
parties at such addresses to be designated by the parties in writing.
5. MISCELLANEOUS PROVISIONS:
This agreement shall be construed in accordance with the laws of the
State of Nevada.
This agreement shall be binding upon and shall inure to the benefit of
the parties hereto, their beneficiaries, heirs, representatives, assigns, and
all other successors in interest.
Each of the parties shall execute any and all documents required to be
executed and perform all acts required to be performed in order to effectuate
the terms of this agreement.
This agreement contains all of the agreements and understandings of the
parties hereto with respect to the matters referred to herein, and no prior
agreement or understanding pertaining to any such matters shall be effective
for any purpose.
Each of the parties hereto has agreed to the use of the particular
language of the provisions of this Agreement, and any question of doubtful
interpretation shall not be resolved by any rule of interpretation against the
party who causes the uncertainty to exist or against the draftsman.
This agreement may not be superseded, amended or added to except by an
agreement in writing, signed by the parties hereto, or their respective
successors-in-interest.
Any waiver of any provision of this agreement shall not be deemed a
waiver of such provision as to any prior or subsequent breach of the same
provision or any other breach of any other provision of this agreement.
If any provision of this agreement is held, by a court of competent
jurisdiction, to be invalid, or unenforceable, said provisions shall be deemed
deleted, and neither such provision, its severance or deletion shall affect the
validity of the remaining provisions of this agreement, which shall,
nevertheless, continue in full force and effect.
The parties may execute this agreement in two or more counterparts,
each of which shall be signed by all of the parties; and each such counterpart
shall be deemed an original instrument as against any party who has signed it.
The parties shall use their reasonable best efforts to obtain the
consent of all necessary persons and agencies to the transfer of shares
provided for in this agreement.
IN WITNESS WHEREOF, the parties have executed this agreement as of the
day and year first above written.
COMPUTERXPRESS.COM, INC.
FRANKLIN SCIVALLY
By__________________________________
FRANKLIN SCIVALLY, Secretary
SPECIALIZED LEASING, INC.
GEORGE R. WHITE
By_________________________________
GEORGE R. WHITE, President
[CAPTION]
EXHIBIT 10.2LEASE CREDIT APPLICATION
SPECIALIZED LEASING LOGO
Specialized Leasing, Inc.
1601 E. Flamingo Road, Suite 18
Las Vegas, NV 89119
Phone: (520) 490-0569 Fax:(240) 363-8905
LEASE NUMBER: EQUIPMENT LEASE AGREEMENT
LESSEE SUPPLIER/MANUFACTURER
NAME: NAME:
ADDRESS: ADDRESS:
PHONE: PHONE:
CONTACT: SALESMAN:
EQUIPMENT LEASED
QTY ITEM MODEL NO. SERIAL NO. PRICE
THIS LEASE:
__ DOES __ DOES NOT INCLUDE MAINTENANCE SERVICES.
TOTAL LIST
LOCATION OF EQUIPMENT: STREET ADDRESS:
FEDERAL EXCISE TAX (IF ANY)
SALES TAX
CITY: STATE: ZIP: TOTAL COST
LEASE TERMS
TERMS OF PAYMENT PRE-PAID RENTAL TERMS OF PAYMENT
MONTHLY RENTAL: $_______ MONTHS IN ADVANCE: INITIAL TERMS OF LEASE
TAX: ___________ (Minimum 2 Months) (NO. OF PAYMENTS):
TOTAL MONTHLY PAYMENTS:
$___________
NO. OF RENT PAYMENTS:
PAYMENTS WILL BE MADE:
MONTHLY 10% buyout option
at end of lease
The undersigned agree to all terms and conditions set forth above and on the
following pages, and in witness thereof hereby execute this lease.
DATE: ____________________ DATE: ____________________
LESSOR: __________________ NAME OF LESSEE (full legal name):
BY: ______________________ BY: _____________ TITLE: _____________
ATTESTOR WITNESS:______________________
PERSONAL GUARANTOR:____________________
WITNESS: ______________________________
SEE FOLLOWING PAGES FOR ADDITIONAL TERMS AND CONDITIONS
WHICH ARE PART OF THIS LEASE
<EXHIBIT 10.3 LEASE>
SPECIALIZED LEASING LOGO Specialized Leasing, Inc.
1601 E. Flamingo Road, Suite 18
Las Vegas, NV 89119
Phone: (520) 490-0569 Fax:(240) 363-8905
A $25.00 application fee is required. CREDIT APPLICATION
NAME/ADDRESS
Name: Social Security Number
Address: Email Address:
City: State: Zip: Telephone:
EMPLOYMENT HISTORY
Employer: Job Title:
Address: Supervisor:
City: State: Zip: Salary:
Phone: Date from: Date to:
Employer: Job Title:
Address: Supervisor:
City: State: Zip: Salary:
Phone: Date from: Date to:
SOURCE OF INCOME TOTALS EXPENSES TOTALS
Salary Loans
Bonuses & Commissions Charge account bills
Income From Rental Property Monthly Bills
Investment Income Real estate mortgages
Other Income Other debts -- Itemize
TOTAL EXPENSES
BANK REFERENCES
Institution Name: Institution Name: Institution Name:
Checking Account No. Savings Account No. Home Equity Loan: Loan Balance:
Address: Address: Address:
Phone: Phone: Phone:
STATEMENT OF ACCURACY AND PERMISSION TO VERIFY
I hereby certify that the information contained herein is complete and
accurate. This information has been furnished with the understanding that it is
to be used to determine the amount and conditions of the credit to be extended.
Furthermore, I hereby authorize the financial institutions listed in this
credit application to release necessary information to the company for which
credit is being applied for in order to verify the information contained
herein.
_______________________________ __________________
Signature Date
TERMS AND CONDITIONS OF LEASE
1. LEASE. Lessee hereby leases from lessor, and lessor leases to lessee, the
personal property described above and in any schedule made a part hereof by the
parties hereto (herein called "equipment"). 2. SELECTION OF EQUIPMENT. Lessee
has requested equipment of the type and quantity specified above and has
selected the supplier named above. Lessor agrees to order such equipment from
said supplier, but shall not be liable for specific performance of this lease
or for damages if for any reason the supplier delays or fails to fill the
order. Lessee shall accept such equipment if delivered in good repair, and
hereby authorizes lessor to add to this lease the serial number of each item of
equipment so delivered. Any delay in such delivery shall not affect the
validity of this lease.
3. ERRORS IN ESTIMATED COST. As used herein, "actual cost" means the cost to
lessor of purchasing and delivering the equipment to lessee, including taxes,
transportation charges and other charges. The amount of each rent payment, the
pre-paid rent, and the renewal rental initially set forth above are based on
the total cost initially set forth above, which is an estimate, and each shall
be adjusted proportionally if the actual cost of the equipment differs from
said estimate. Lessee hereby authorizes lessor to correct the figures set forth
above when the actual cost is more, and to add to the amount of each rent
payment any sales tax that may be imposed on or measured by the rent payments.
4. WARRANTIES. Lessor will request the supplier to authorize lessee to enforce
in its own name all warranties, agreements or representations, if any, which
may be made by the supplier to lessee or lessor, but lessor makes no express or
implied warranties as to any matter whatsoever, including, without limitation,
the condition of equipment, its merchantability or its fitness for any
particular purpose. No defect or unfitness of the equipment shall relieve
lessee of the obligation to pay rent or any other obligation under this lease.
5. INITIAL TERM. The initial term of this lease commences upon the execution
hereof by lessor and ends upon the expiration of the number of months specified
above.
6. RENT. Lessee agrees to pay during the initial term of this lease total rent
equal to the amount of each rental payment as specified above multiplied by the
number of such payments as specified above. The prepayment of rent as specified
above is due and payable upon signing of this lease. The first regular rental
payment is due and payable thirty (30) days from date of the signing of the
lease. All rent shall be paid to lessor at its address set forth above, or as
otherwise directed by lessor or his assignees in writing.
7. PRE-PAID RENT. Shall not apply to cure any default of lessee in the monthly
rental payments. 8. RENEWAL. After its initial term this lease may be renewed
upon agreement of the parties.
9. LOCATION. The equipment shall be delivered and there after kept at the
location specified above or if none is specified, at lessee's address as set
forth above, and shall not be removed therefrom without lessor's prior written
consent. Lessor shall have the right to inspect the equipment without notice
during lessee's business hours.
10. NOTICE OF DEFECTS. Unless lessee gives lessor written notice of each defect
or other proper objection to an item of equipment within five (5) business days
after receipt thereof, it shall be conclusively presumed, as between lessee and
lessor, that the item was delivered in good repair and that lessee accepts it
as an item of equipment described in this lease.
11.USE. Lessee shall use the equipment in a careful manner and shall comply
with all laws relating to its possession, use or maintenance. Lessee is
responsible for the purchase of all supplies and shall use only supplies
approved by lessor in order to assure the safe operation of the equipment.
12.LABELS. If lessor supplies lessee with labels stating that the equipment is
owned by lessor, lessee shall affix and keep the same upon a prominent place on
each item of equipment.
13.REPAIRS. Lessee, at its expense, shall keep the equipment in good repair and
furnish all parts, mechanisms and devices required therefor, unless maintenance
services are included in the price and noted as such herein. If included,
lessee shall be responsible only for cleaning.
14. ALTERATIONS. Lessee shall not make any alterations, additions or
improvements to the equipment without lessor's prior written consent. All
conditions and improvements made to the equipment shall belong to lessor.
15. SURRENDER. Upon the expiration or earlier termination of this lease,
lessee, at its expense, shall return the equipment in good repair, ordinary
wear and tear resulting from proper use thereof alone excepted, by delivering
it, packed and ready for shipment, to such place or carrier as lessor may
specify.
16. LOSS AND DAMAGE. Lessee shall bear the entire risk of loss, theft, damage
or destruction of the equipment from any cause whatsoever, and no loss, theft,
damage or destruction of the equipment shall relieve lessee of the obligation
to pay renter of any other obligation under this lease. In the event of damage
to any item of equipment, lessee shall immediately notify lessor. If lessor
determines that any item of equipment is lost, stolen, destroyed or damaged
beyond repair, lessee at the option of lessor shall: replace the same with the
like equipment in good repair, or pay lessor in cash all of the following: all
amounts then owed by lessee to lessor under this lease, an amount equal to ten
percent (10%) of the actual cost of said item, and the unpaid balance of the
total rent for the initial term of this lease attributable to said item. Upon
lessor's receipt of such payment, lessee shall be entitled to whatever interest
lessor may have in said item, in its then condition and location, without
warranty expressed or implied. The parties hereto agree that the sum of the
amounts numbered (ii) and (iii) will equal the fair value of said item on the
date of such loss, theft, damage or destruction.
17. INSURANCE; LIENS; TAXES. Lessee shall provide and maintain insurance
against loss, theft, damage or destruction of the equipment in an amount not
less than the total rent payable hereunder, with loss payable to lessor. Each
policy shall expressly provide that said insurance as to lessor and its assigns
shall not be invalidated by any act of omission or neglect of lessee. Lessor
may apply the proceeds of said insurance to replace or repair the equipment
and/or to satisfy lessee's obligations hereunder. At lessor's request, lessee
shall furnish proof of said insurance. Lessee shall keep the equipment free and
clear of all levies, liens and encumbrances. Lessee shall pay all charges and
taxes (local state and federal) which may now or hereafter be imposed upon the
ownership, leasing, rental, sale, purchase, possession or use of the equipment,
excluding however, all taxes on or measured by lessor's income. If lessee fails
to procure or maintain said insurance or to pay said charges and taxes, lessor
shall have the right, but shall not be obligated, to effect such insurance, or
pay said charges and taxes. In that event, lessee shall repay to lessor the
cost thereof with the next payment of rent.
18. INDEMNITY. Lessee shall indemnify lessor against and hold lessor harmless
from, any and all claim s, actions, proceedings, expenses, damages and
liabilities, including attorneys' fees, arising in connection with the
equipment, including, without limitation, its manufacture, selection, purchase,
delivery, possession, use, operation or ret urn and the recovery of claims
under insurance policies therein.
19. ASSIGNMENT. Without lessor's prior written consent, lessee shall not
assign, transfer, pledge, hypothecate or otherwise dispose of this lease or any
interest therein. Lessor may assign this lease and/or mortgage the equipment,
in whole or in part, without notice to lessee, and its assignee or mortgage may
reassign this lease and/or such mortgage, without notice to lessee. Each such
assignee and/or mortgagee shall have all of the rights but none of the
obligations of lessor under this lease. Lessee shall recognize each such
assignment and/or mortgage and shall not assert against the assignee and/or
mortgagee any defense, counterclaim, or set-off that lessee may have against
lessor. Subject to the foregoing this lease insures to the benefit of and is
binding upon the heirs, legatees, personal representatives, survivors and
assigns of the parties hereto.
20. LATE CHARGES. Should lessee fail to pay any part of the rent herein
reserved within five (5) days after due date thereof, lessee shall pay unto
lessor a late charge equal to five (5) percent of the payment due with a
minimum amount of two dollars ($2.00) for each month the delinquency continues.
It is expressly understood that the charge herein is not an interest charge,
but a charge to cover the additional expenses involved in such delinquency.
21. DEFAULT. If lessee fails to pay any rent or other amount herein provided
within five (5) days after the same is due and payable, or if lessee fails to
perform any other provision hereof within five (5) days after lessor shall have
demanded in writing performance thereof, or if any proceeding in bankruptcy,
receivership or insolvency shall be commenced by or against lessee or its
property, or if lessee makes any assignment for the benefit of its creditors,
lessor shall have the right but shall not be obligated, to exercise any one or
more of the following remedies: to sue for and recover all rents and other
amount then due or thereafter accruing under this lease; to take possession of
any or all of the equipment, wherever it may be located, without demand or
notice, without any court order or other process of law, and without incurring
any liability to lessee for any damages occasioned by such taking of
possession; to sell any or all of the equipment at public or private sale for
cash or on credit and to recover from lessee all costs of taking possession,
storing, repairing and selling the equipment, and amount equal to ten percent
(10%) of the acutely cost to lessor of the equipment sold, and the unpaid
balance of the total rent for the initial term of this lease attributable to
the equipment sold, less the net proceeds of such sale; to terminate this lease
as to any or all items of equipment; to recover from lessee as to each item
subject to any or all items of equipment, to recover from lessee as to each
item subject to said termination the worth at the time of such termination, of
the excess, if any of the amount of rent reserved herein for said item for the
balance of the term here of over the then reasonable rental value of said item
for the same period of time; to pursue any other remedy now or hereafter
existing at law or in equity. Notwithstanding any such action that lessor may
take, including taking possession of any or all of the equipment, lessee shall
remain liable for the full performance of all its obligations hereunder
provided, however, that if lessor in writing terminates this lease, as to any
item of equipment, lessee shall not be liable for rent in respect of such item
accruing after the date of such termination. In addition to the foregoing,
lessee shall pay lessor all costs and expenses, including reasonable attorneys'
fees incurred by lessor in exercising any of its rights or remedies hereunder.
22. NOTICES. Any written notice or demand under this agreement may be given to
a party by mailing it to the party at its address set forth above, or at such
address as the party may provide in writing from time to time. Notice or demand
so mailed shall be effective when deposited in the United States mail, duly
addressed and with postage prepaid.
23. MULTIPLE LESSEE. If more than one lessee is named in this lease, the
liability of each shall be joint and several.
24. CHOICE OF LAW. This lease shall be governed by and construed in accordance
with the law of the State of California.
25.OWNERSHIP. The equipment is, and shall at all times remain, the property of
lessor, and lessee shall have no right, title or interest herein or there to
except as expressly set forth in this lease. Lessee shall promptly comply with
Lessor requests for financial statements and further assurances of lessor's
ownership and security interest on said equipment.
26. ENTIRE AGREEMENT; WAIVER. This instrument constitutes the entire agreement
between lessor and lessee. No agent or employee of the supplier is authorized
to bind lessor to this lease, to waive or alter any term or condition printed
herein or add any provision hereto. Except as provided in paragraph 3 hereof, a
provision may be added hereto or a provision hereof may be altered or varied
only by a writing signed and made a part hereof by an authorized officer of
lessor. Waiver by lessor of any provision hereof in one instance shall not
constitute a waiver as to any other instance.
[CAPTION]
EXHIBIT 5.1 OPINION OF COUNSEL AND CONSENT
October 20, 2000
Board of Directors
Specialized Leasing, Inc.
827 State Street, Suite 26
Santa Barbara, CA 93101
Re: Specialized Leasing, Inc.
Gentlemen:
The undersigned is counsel for Specialized Leasing, Inc.. I have been
requested to render an opinion on the tradeability of the 5,000,000 shares of
SLI proposed to be sold pursuant the SLI's Registration Statement on Form SB-2.
In rendering this opinion, I have reviewed SLI's Registration on Form SB-2,
SLI's Form 10SB, company articles of incoroporation and by laws and other
corporate documents. All representations made to me in SLI documents and by
company officers and directors are demmed to be accurate. It is my opinion
that the shares to be issued will be free trading shares. It is further my
opinion that:
1. SLI is a corporation duly organized, validly existing and in good standing
and is qualified to do business in each jurisdiction in which such
qualification is required.
2. That the shares of common stock to be issued by SLI have been reserved and,
when issued, will be duly and properly approved by SLI's Board of Directors.
3. That the shares of stock, when and as issued, will be fully paid and non-
assessable, and will be a valid and binding obligation of the corporation.
4. That the shares of common stock have not been but will be registered under
the Securities Act of 1933, as amended (the "Act"), and will be registered by
coordination with or exempt from the securities laws of the state
jurisidictions in which they will be sold.
I hereby consent to the use of this opinion in SLI's Registration Statement on
Form SB-2. Please feel free to contact the undersigned should you have any
further questions regarding this matter.
Very truly yours,
Kenneth G. Eade
KENNETH G. EADE
[CAPTION]
EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANT
I hereby consent to the inclusion of the independent accountant's report dated
October 20, 2000 and the related statements of income, stockholder's equity,
and cash flows for the years then ended in the Registration Statement on Form
SB-2, and any other references to me in the Registration Statement.
ROGER G. CASTRO
Roger G. Castro
Certified Public Accountant
Oxnard, California
October 20, 2000
EXHIBIT
[CAPTION]
SUBSCRIPTION AGREEMENT
Specialized Leasing, Inc.
341 Promontory Drive West
Newport Beach, CA 92660
Gentlemen:
The undersigned has read and understands the matters set forth in your
prospectus dated October 25, 2000. The undersigned represents as set forth
below and subscribes to purchase ________Shares at $1.00 per Share, for
$_______________, subject to your acceptance of this subscription. There is
no minimum contingency and proceeds may be utilized at the issuer's discretion.
If any checks are delivered to any NASD member, the member must promptly, by
noon of the next business day, transmit all checks received to the issuer or
any person entitled thereto. The undersigned, if an individual, is a resident
of, or, if a corporation, partnership or trust, has as its principal place of
business:
The state of California_____
The State of New York_____
The State of Florida_____
The District of Columbia_____Other State _____________
A State foreign to U.S.A._____
Dated:______________.
If not an individual:_________________________
Signature
__________________________________________________
Name of Corporation, Trust, Print or type name of
or Partnership Signer
__________________________________________________
State where incorporated,P.O. Box or Street Address
organized, or domiciled
__________________________________________________
Print Signer's Capacity, City, State and Zip Code
_________________________
Tax ID Number_________________________
Telefax and Phone Numbers
_________________________
Social Security
