UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
E.A.J. Owings, Inc.
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(Name of small business issuer in its charter)
Nevada 9995 52-2103262
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(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
670 White Plains Road, Suite 120, Scarsdale NY 10583, (914) 725-2700
(Address and telephone number of principal executive offices)
670 White Plains Road, Suite 120, Scarsdale NY 10583, (914) 725-2700
(Address of principal place of business or intended principal place of business)
Joseph Fiore
670 White Plains Road, Suite 120, Scarsdale NY 10583, (914) 725-2700
(Name, address and telephone number of agent for service)
copy to:
RICK DANIELS, ESQ
DANIELS MCGOWAN & ASSOCIATES
1201 ALLEN MARKET LANE, SUITE 200
ST. LOUIS, MO 63104
(314) 621-2728
FAX (314) 621-3388
<PAGE>
Approximate date of proposed sale to the public: From time to time after the
effective date of this Registration Statement.
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box [X]
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 this form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434 under the Securities Act, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of each Proposed Proposed
class of securities Amount to maximum offering maximum aggregate Amount of
to be registered be registered price per security offering price registration fee
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<S> <C> <C> <C> <C>
Common Stock, $.0005 10,000,000 $ 0.04 * $ 400,000.00 $ 106.00
par value
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TOTAL $ 106.00
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</TABLE>
* Estimated solely for the purpose of calculating the Registration Fee. The
price of the shares has been determined by Owings on the basis of the par value
of the shares issued and outstanding.
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 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY
DETERMINE.
<PAGE>
E.A.J. OWINGS, INC.
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
Form SB-2 Item Caption in Prospectus
PART I
<S> <C>
Item 1. Front of Registration Statement and
Outside Front Cover of Prospectus........................Front of Registration Statement and
Outside Front Cover of Prospectus
Item 2. Inside Front and Outside Back Cover
Pages of Prospectus......................................Inside Front and Outside Back Cover Pages
Prospectus
Item 3. Summary Information and Risk Factors.....................Prospectus Summary; Risk Factors
Item 4. Use of Proceeds...............................................Use of Proceeds
Item 5. Determination of Offering Price...............................Not Applicable
Item 6. Dilution......................................................Not Applicable
Item 7. Selling Shareholders..........................................Selling Shareholders
Item 8. Plan of Distribution..........................................Plan of Distribution
Item 9. Legal Proceedings........................................Business-Legal Proceedings
Item 10. Directors, Executive Officers,
Promoters and Control Persons............................Management
Item 11. Security Ownership of Certain Beneficial
Owners and Management....................................Management-Principal Shareholders
Item 12. Description of Securities.....................................Description of Securities
Item 13. Interest of Named Experts and Counsel.........................Not Applicable
Item 14. Disclosure of Commission Position on
Indemnification..........................................Indemnification of Officers and Directors
Item 15. Organization Within Last Five Years...........................Certain Transactions
Item 16. Description of Business.......................................Business
Item 17. Management's Discussion and Analysis or
Plan of Operation........................................Management's Discussion and Analysis of
Financial Conditions and Plan of Operations
Item 18. Description of Property.......................................Business-Properties
Item 19. Certain Relationships and
Related Transactions.....................................Certain Transactions
Item 20. Market for Common Equity and Related
Stockholder Matters......................................Market Information
Item 21. Executive Compensation...................................Management-Executive Compensation
Item 22. Financial Statements..........................................Financial Statements
Item 23. Changes In and Disagreements
With Accountants on Accounting
and Financial Disclosure.................................Not Applicable
</TABLE>
<PAGE>
PART II
<TABLE>
<CAPTION>
<S> <C>
Item 24. Indemnification of Directors and Officers....................Indemnification of Directors and
.........................................................Officers
Item 25. Other Expenses of Issuance and Distribution..................Other Expenses of Issuance and
.........................................................Distribution
Item 26. Recent Sales of Unregistered Securities......................Recent Sales of Unregistered Securities
Item 27. Exhibits.....................................................Exhibits
Item 28. Undertakings.................................................Undertakings
</TABLE>
SUBJECT TO COMPLETION, DATED _________, 2000
<PAGE>
PROSPECTUS
E.A.J. Owings, Inc.
10,000,000 SHARES OF COMMON STOCK
This prospectus covers the issuance of stock in connection with the
spin-off by Eat At Joe's Ltd. ("Joe's") of 2.2% of the outstanding shares of
common stock of E.A.J. Owings, Inc. ("Owings"), a Nevada corporation owned by
Joe's to stockholders of Joe's.
Joe's will accomplish the spin-off by distributing 220,000 shares or
2.2% of the Company's common stock owned by Joe's to holders of record at
September 15, 2000 (date of record) of Joe's common stock. This spin-off will be
accomplished through a distribution of one share of common stock of Owings for
every two hundred shares of Joe's common stock owned on the date of record.
Fractional shares which may result from this spin-off will rounded up to the
nearest whole share.
This prospectus also covers the resale, from time to time, of up to
9,780,000 shares of common stock of Owings, in the over-the-counter market, at
prevailing market prices, at negotiated prices, or otherwise.
Owings will not be receiving any proceeds from the sale of shares by
the Selling Shareholders but will bear all of the expenses of the registration
of the shares.
Owing's common stock is not currently listed or quoted on any quotation
medium.
SEE "RISK FACTORS" BEGINNING ON PAGE 2 FOR A DISCUSSION OF CERTAIN FACTORS THAT
SHOULD BE CONSIDERED BY INVESTORS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is _________, 2000
[Place the following paragraph landscape across the left
side of the page.] The information in this prospectus is not complete and may be
changed. We may not sell these securities until the registration statement filed
with the Securities and Exchange Commission is effective. This prospectus is not
an offer to sell these securities and it is not an offer to buy these securities
in any state where the offer or sale is not permitted.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
Prospectus Summary.............................................................................................1
Selected Financial Data........................................................................................1
Risk Factors...................................................................................................3
Use of Proceeds................................................................................................9
Market Information.............................................................................................9
Selling Shareholders...........................................................................................9
Management's Discussion and Analysis of Financial Condition
and Results of Operations............................................................................10
Business 14
Management....................................................................................................15
Certain Transactions..........................................................................................17
Description of Securities.....................................................................................18
Indemnification of Officers and Directors.....................................................................18
Transfer Agent, Warrant Agent and Registrar...................................................................18
Shares Eligible for Future Sale...............................................................................18
Plan Distribution.............................................................................................19
Legal Matters.................................................................................................19
Experts .....................................................................................................19
Additional Information........................................................................................20
</TABLE>
Until 90 days after the effective date, all dealers that effect transactions in
these shares, whether or not participating in this offering, may be required to
deliver a prospectus. This is in addition to the dealers' obligation to deliver
a prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.
No dealer, sales representative or any other person has been authorized to give
any information or to make any representations in connection with the offering
described in this prospectus other than those contained in this prospectus, and,
if given or made, such information or representations must not be relied upon as
having been authorized by Owings. Neither the delivery of this prospectus nor
any sale made pursuant to this prospectus shall, under any circumstances, create
any implication that there has been no change in the affairs of Owings since the
date of this prospectus or that the information contained in it is correct as of
any time subsequent to its date.
<PAGE>
PROSPECTUS SUMMARY
E.A.J. Owings, Inc.
Owings is a development stage company which was organized on May 21, 1998. It
was formed originally to be a subsidiary of Eat at Joe's, Ltd. ("Joe's") to
operating one of several restaurants owned by Joe's. During 1999, Owings changed
its business plan specifically to be a "blank check" or "shell" corporation. The
terms "blank check" or "shell" corporation are used to describe a company that
either has no specific business plan or purpose or indicates that its business
plan or purpose is to engage in a merger or acquisition with an unidentified
company.
Owings will be seeking merger or acquisition candidates with which it can either
merge or acquire. Owings has not selected any company for acquisition or merger
and does not intend to limit potential acquisition candidates to any particular
field or industry. At this time, Owings' plans are still in the conceptual
stage.
The Offering
Owings previously issued 10,000,000 shares of its common stock to Joe's. This
prospectus covers any resale of these shares.
Common Stock Registered for Resale.............................10,000,000 shares
Common Stock Outstanding prior to the Offering.................10,000,000 shares
Common Stock Outstanding after the Offering....................10,000,000 shares
SELECTED FINANCIAL DATA
The following selected financial data should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Plan of
Operations" and the Financial Statements, including the Notes thereto, included
elsewhere in this prospectus. The statement of operations data for the six
months ended June 30, 2000 and 1999 and for the years ended December 31, 1999
and 1998 and the balance sheet data at June 30, 2000 and December 31,1999 are
derived from the Company's Financial Statements, which have been audited by the
Company's independent auditors, included elsewhere in this prospectus, and
include all adjustments that Owings considers necessary for a fair presentation
of the financial position and results of operations at that date and for such
periods.
<PAGE>
BALANCE SHEET DATA:
June 30, December 31,
2000 1999
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ASSETS ................................................. $ -- $ --
======== ========
LIABILITIES - Parent Company advances .................. -- --
-------- --------
STOCKHOLDERS EQUITY Common Stock - $.0005 par value ....
50,000,000 shares authorized,
10,000,000 shares issued and outstanding ........... 5,000 5,000
Paid in Capital ........................................ 64,411 64,411
Deficit Accumulated
During the Development Stage ........................... (69,411) (69,411)
-------- --------
Total Stockholders' Equity ........................ -- --
-------- --------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY ................................... $ -- $ --
======== ========
STATEMENT OF OPERATIONS DATA:
<TABLE>
<CAPTION>
Cumulative
Since
Inception
For the Six Months Ended For the Year Ended of
June 30, December 31, Development
---------------------------------- --------------------------------------
2000 1999 1999 1998 Stage
---------------- ---------------- ------------------- ------------------ -----------------
<S> <C> <C> <C> <C> <C>
Revenues $ - $ - $ - $ - $ -
Expenses
General and administrative - - - (100) (100)
---------------- ---------------- ------------------- ------------------ -----------------
---------------- ---------------- ------------------- ------------------ -----------------
Net operating loss - - - (100) (100)
---------------- ---------------- ------------------- ------------------ -----------------
Other Income (Expense)
Loss on abandonment of assets - - (69,311) - (69,311)
Net Loss - - (69,311) (100) (69,411)
================ ================ =================== ================== =================
Basic & Diluted loss per share $ - $ - $ (0.01) $ - $ (0.01)
================ ================ =================== ================== =================
</TABLE>
<PAGE>
RISK FACTORS
Owings' business is subject to numerous risk factors. You should carefully
consider the following risk factors, before investing in the shares.
OWINGS HAS NO OPERATING HISTORY, NO REVENUE, NO ASSETS AND OPERATES AT A LOSS.
Owings has no operating history or any revenues or earnings from operations.
Owings has no significant assets or financial resources. Owings has operated at
a loss to date and will, in all likelihood, continue to have operating expenses
without corresponding revenues, at least until the consummation of a business
combination. As of June 30, 2000, Owings had incurred expenses of approximately
$69,400. Joe's has paid these expenses and has no expectation or agreement with
Owings for reimbursement for those expenses. There is no assurance that Owings
will ever be profitable.
OUR OFFICERS MAY HAVE CONFLICTS OF INTEREST WITH OWINGS BECAUSE OF ITS
INVOLVEMENT IN OTHER BLANK CHECK COMPANIES.
The terms of any future business combination involving Owings may include Owings
current management remaining directors or officers of Owings following the
business combination. In the alternate, the terms of a business combination may
provide for a payment by cash or securities to current management for its
services. Current management would directly benefit from such employment or
payment and these benefits may influence the choice of a target company. In
addition, the articles of incorporation of Owings provide that Owings indemnify
its officers and/or directors for liabilities, which can include liabilities
arising under the securities laws. Therefore, Owings' assets could be used or
attached to satisfy any liabilities subject to indemnification.
In addition, Owings' current management has participated or is currently
participating in other blank check companies which may compete directly with
Owings.
As of the date of this prospectus, current management has been or currently is
involved with 4 shell companies, all of which are or will be seeking business
opportunities for mergers or acquisitions. Consequently, there are potential
inherent conflicts of interest in current management's acting as officers and
directors of Owings. Conflicts could also arise if Owings were to enter into any
business combination with a company in which current management is involved.
This type of business transaction is not an arm's-length transaction because of
current management's potential involvement with both parties. While there is no
Owings policy prohibiting such a transaction, Owings currently does not intend
to engage in a business combination of this type.
<PAGE>
Many states, including Nevada where Owings is incorporated, have enacted laws to
address breaches of fiduciary duties of management when conflicts of interest
become problematic. Shareholders' pursuit of remedies under state laws can be
prohibitively expensive and time consuming. Thus, as a potential investor, any
investment in Owings could be unprofitable.
OUR PROPOSED OPERATIONS ARE SPECULATIVE AND MAY NOT RESULT IN ANY PROFIT TO ANY
INVESTORS.
The success of our proposed plan of operation will depend to a great extent on
the operations, financial condition and management of the not-yet-identified
target company. While Owings will seek a business combination with an entity
having established an operating history, we cannot guarantee that we will be
successful in locating candidates meeting this criteria. In the event Owings
does complete a business combination, the success of our operations will be
dependent upon the management of the target company and numerous other factors
beyond our control. There is no assurance that Owings can identify a target
company and consummate a business combination.
OWINGS' STOCK IS PROBABLY PENNY STOCK AND THE PURCHASE OF PENNY STOCKS CAN BE
UNPREDICTABLE AND UNPROFITABLE FOR INVESTORS.
In the event that a public trading market develops for our shares following a
business combination, the shares will probable be classified as a "penny stock"
depending upon their market price and the manner in which they are traded. The
Securities Exchange Act of 1934 defines a "penny stock" as any equity security
that has a market price of less than $5.00 per share and is not admitted for
quotation and does not trade on the Nasdaq Stock Market or on a national
securities exchange. There are cumbersome rules for transactions involving a
penny stock. Prices for penny stocks are often not available and investors are
often unable to sell such stock. Thus you may lose your entire investment in a
penny stock and consequently should be cautious of any purchase of penny stocks.
OWINGS WILL ENTER A MARKET WHERE THERE IS A SCARCITY OF, AND SIGNIFICANT
COMPETITION FOR, BUSINESS OPPORTUNITIES AND COMBINATIONS.
Owings is and will continue to be a very small participant in the business of
seeking mergers with and acquisitions of business entities.
Because of general economic conditions, rapid technological advances being made
in some industries and shortages of available capital, Owings' management
believes that there are numerous firms seeking the benefits of a publicly traded
corporation like Owings. The perceived benefits of a publicly traded corporation
include:
* facilitating or improving the terms on which additional equity
financing may be sought;
* providing liquidity for the principals of a business;
<PAGE>
* creating a means for providing incentive stock options or similar
benefits to key employees;
* providing liquidity for all shareholders; and,
* other factors.
Potentially available business opportunities may occur in many different
industries and at various stages of development, all of which will make the task
of comparative investigation and analysis of such business opportunities
extremely difficult and complex.
A large number of established and well-financed companies, including venture
capital firms, are active in mergers and acquisitions of companies which may be
merger or acquisition target candidates for Owings. Nearly all of these other
participants have greater financial resources, technical expertise and
managerial capabilities than Owings. Consequently, Owings will be at a
competitive disadvantage in identifying possible business opportunities and
successfully completing a business combination. Moreover, Owings will also
compete with numerous other small public companies in seeking merger or
acquisition candidates.
CURRENTLY, WE DO NOT HAVE AN AGREEMENT FOR A BUSINESS COMBINATION WITH OWINGS
AND WE DO NOT HAVE ANY MINIMUM REQUIREMENTS FOR A BUSINESS COMBINATION. AS AN
INVESTOR, YOU SHOULD KNOW THAT WE ARE AT THE VERY EARLY STAGES OF THIS PROCESS.
Owings has no current arrangement, agreement or understanding with respect to
engaging in a business combination with any specific entity. We cannot guarantee
that Owings will be successful in identifying and evaluating any suitable
business opportunities or in concluding a business combination. We have not
selected any particular industry or specific business within an industry as a
potential target company. Owings has not established any criteria, including a
specific length of operating history or a specified level of earnings, assets,
and/or net worth, which it will require a target company to have achieved, or
without which Owings would not consider a business combination with such
business entity. Accordingly, Owings may enter into a business combination with
a business entity having no significant operating history, losses, limited or no
potential for immediate earnings, limited assets, negative net worth or other
negative characteristics. We cannot assure you that Owings will be able to
negotiate a business combination on terms favorable to Owings.
WE MAY BE DELAYED OR PRECLUDED FROM AN ACQUISITION BECAUSE OF THE REPORTING
REQUIREMENTS TO WHICH OWINGS WILL BE SUBJECT.
Under the requirements of the Securities Exchange Act of 1934, Owings will be
required to provide information about acquisitions. This will include audited
financial statements of the acquired company which must be furnished within 75
days following the effective date of a business combination. The target company
will have the obligation and the cost of obtaining audited financial statements.
The additional time and expense for some potential target companies to prepare
audited financial statements may significantly delay or essentially preclude
consummation of an otherwise desirable acquisition.
<PAGE>
In addition, even if a target company agrees to obtain audited financial
statements within the required time frame, these audited financials may not be
available to Owings before agreeing to be a business combination. In cases where
audited financials are unavailable, Owings will have to rely upon unaudited
information that has not been verified by outside auditors in making its
decision to engage in a transaction with the business entity. This risk
increases the prospect that a business combination with this business entity
might prove to be an unfavorable one for Owings.
WE LACK THE MARKET RESEARCH AND MARKETING ORGANIZATION WHICH MIGHT ATTRACT A
POTENTIAL BUSINESS COMBINATION.
Owings has not conducted, and others have not made available to Owings, market
research indicating that demand exists for the transactions we contemplate. Even
in the event demand exists for a transaction of the type contemplated by Owings,
there is no assurance Owings will be successful in completing any such business
combination.
WE LIKELY WILL HAVE A CHANGE IN CONTROL AND MANAGEMENT FOLLOWING A BUSINESS
COMBINATION. IF THIS HAPPENS CURRENT MANAGEMENT WILL NOT BE INVOLVED IN THE
MANAGEMENT OF YOUR INVESTMENT.
A business combination involving the issuance of Owings' common stock will, in
all likelihood, result in shareholders of a target company obtaining a
controlling interest in Owings. As a condition of the business combination
agreement, Joe's may agree to sell or transfer all or a portion of its common
stock to provide the target company with all or majority control of Owings. The
resulting change in control of Owings will occur without your vote and will
likely result in removal of Owings' current management and a corresponding
reduction in or elimination of its participation in the future affairs of
Owings. This might or might not affect the value of your investment.
A BUSINESS COMBINATION WILL POSSIBLY INVOLVE THE ISSUANCE OF MORE COMMON STOCK
WHICH WOULD DILUTE THE VALUE OF YOUR SHARES IN OWINGS.
A business combination ordinarily will involve the issuance of a significant
number of additional shares of Owings' common stock. Depending upon the value of
the assets acquired in the business combination, the per share value of Owings'
common stock may increase or decrease, perhaps significantly.
SHAREHOLDERS MIGHT BE REQUIRED TO SELL THEIR SHARES AT A LOWER PRICE UPON A
BUSINESS COMBINATION.
As part of any transaction, the acquired company may require that Joe's or other
shareholders of Owings sell all or a portion of their shares to the acquired
<PAGE>
company, or to the principals of the acquired company. The sales price of these
shares may be lower than the anticipated market price of Owings' common stock at
that time. Owings shareholders will not be provided the opportunity to approve
or consent to such sale.
Management may actively negotiate for the purchase of Joe's' common stock as a
condition to or in connection with a proposed merger or acquisition transaction.
Any terms of a sale of Joe's' shares may not be afforded to other shareholders
of Owings. The opportunity to sell all or a portion of Joe's' shares in
connection with an acquisition may influence Managements decision to enter into
a specific transaction. However, Management believes that since the anticipated
sales price will potentially be less than market value, the potential of a stock
sale will be a material factor in any decision to enter a specific transaction.
This description of potential sales of Joe's' stock is not based upon any
corporate bylaw, shareholder or board resolution, or contract or agreement. No
other payments of cash or property are expected to be received by Management in
connection with any acquisition.
THERE ARE STATE REGULATIONS WHICH MIGHT AFFECT THE TRANSFERABILITY OF OWINGS'
SHARES.
Owings has not registered its shares for resale under the securities or "blue
sky" laws of any state and has no plans to register or qualify its shares in any
state. Current shareholders, and persons who desire to purchase the shares in
any trading market that may develop in the future, should be aware that there
may be significant state restrictions upon the ability of new investors to
purchase the securities.
SEC and "blue sky" laws, regulations, orders, or interpretations place
limitations on offerings or sales of securities by "blank check" companies, or
in "blind-pool" offerings, or if such securities represent "cheap stock"
previously issued to promoters or others. These limitations typically provide,
in the form of one or more of the following limitations, that such securities
are:
* not eligible for sale under exemption provisions permitting sales
without registration to accredited investors or qualified purchasers;
* not eligible for the transactional exemption from registration for
non-issuer transactions by a registered broker-dealer;
* not eligible for registration under the simplified small corporate
offering registration (SCOR) form available in many states;
* not eligible for the "solicitations of interest" exception to
securities registration requirements available in many states;
* required to be placed in escrow and the proceeds received held in
escrow subject to various limitations; or
* not permitted to be registered or exempted from registration, and thus
not permitted to be sold in the state under any circumstances.
<PAGE>
Virtually all 50 states have adopted one or more of these limitations, or other
limitations or restrictions affecting the sale or resale of stock of blank check
companies, or securities sold in "blind pool" offerings or "cheap stock" issued
to promoters or others. Specific limitations on offerings by blank check
companies (or companies meeting such a definition, i.e., having no current
business operations and no specific business plan or purpose) have been adopted
in:
Alaska Maryland Tennessee
Arkansas New Mexico Texas
California Ohio Utah
Delaware Oklahoma Vermont
Florida Oregon Washington
Georgia Pennsylvania
Idaho Rhode Island
Indiana South Carolina
Nebraska South Dakota
Owings' selling efforts, and any secondary trading market which may develop, may
only be conducted in those jurisdictions where an applicable exemption is
available or where the shares have been registered. Owings has no current plan
to register its shares in any state and does not anticipate doing so until after
the consummation of a merger or acquisition, after which it will no longer be
classified as a blank check company. Owings has not taken, and does not
contemplate taking, any steps to ensure compliance with state securities laws.
A BUSINESS COMBINATION MAY RESULT IN UNFAVORABLE TAX TREATMENT FOR OWINGS WHICH
WILL INCREASE ITS BUSINESS COST AND DECREASE ANY RETURN TO INVESTORS.
Federal and state tax consequences will, in all likelihood, be major
considerations in any business combination Owings may undertake. Currently, such
transactions may be structured so as to result in tax-free treatment to both
companies, pursuant to various federal and state tax provisions. Owings intends
to structure any business combination so as to minimize the federal and state
tax consequences to both Owings and the target company. However, there can be no
assurance that such business combination will meet the statutory requirements of
a tax-free reorganization or that the parties will obtain the intended tax-free
treatment upon a transfer of stock or assets. A non-qualifying reorganization
could result in the imposition of both federal and state taxes which may have an
adverse effect on both parties to the transaction and their shareholders.
FORWARD-LOOKING INFORMATION
Some of the statements contained in the prospectus summary and throughout this
prospectus regarding matters that are not historical facts, such as statements
regarding Owings' growth strategy, are forward-looking statements as such term
is defined in the Securities Act of 1933. Since these forward-looking statements
<PAGE>
include risks and uncertainties, actual results may differ materially from those
expressed or implied by such statements. Factors that could cause actual results
to differ materially include, but are not limited to, those in "Risk Factors,"
"Management's Discussion and Analysis of Financial Condition and Plan of
Operations" and "Business," as well as those discussed throughout in this
prospectus.
USE OF PROCEEDS
The principal purpose of this registration statement is to create a more liquid
public market for Owings' common stock. Upon the effectiveness of this
registration statement, all of Owings' outstanding shares of common stock will
be registered for resale under the Securities Act. While Owings will bear the
expenses of the registration of the shares, Owings will not realize any proceeds
from any actual resales of the shares that might occur in the future. All
proceeds from any resale will be received by the Selling Shareholders.
MARKET INFORMATION
Owings' common stock is not listed or quoted at the present time, and there is
no present public market for Owings' common stock. There can be no assurance
that a public market for Owings' common stock will ever develop.
Dividend Policy
Owings has never declared or paid cash dividends on its capital stock. Owings
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.
Holders
As of the date of this prospectus, there is 1 shareholder of record.
SELLING SHAREHOLDERS
The following table sets forth certain information as of the date of this
prospectus, with respect to the selling shareholders for whom Owings is
registering shares for resale to the public. The shares listed in the table were
issued to Joe's. for cash at $.0005 (par value) per share. There are no known
relationships between any of the shareholders, or Owings' Management, except
that Joseph Fiore (Chairman and Chief Executive Officer and Secretary of Owings)
also serves as Chairman and Chief Executive Officer of Joe's; Amanda Johnson
(Secretary of Owings) is employed by Joe's; and Tim Matula (Director of Owings)
serves as a Director of Joe's.
<PAGE>
<TABLE>
<CAPTION>
Maximum No.
Method of Shares of Shares
Original Beneficially to be Sold
Date of Issuance Owned Pursuant
Name of Original (i.e. purchase, Prior to to this
Security Holder Issue gift, etc.) Offering Prospectus
------------------------------------ ------------------ ------------------ -------------------- --------------------
<S> <C> <C> <C> <C>
Eat at Joe's, Ltd. (1) 05/21/98 Purchase (2) 10,000,000 (3) 10,000,000 (3)
</TABLE>
(1) Eat at Joe's, Ltd. is the sole shareholder of Owings
(2) These shares were issued in reliance on Section 4(2) of the Securities
Act. In consideration of Eat at Joe's, Ltd. contributing $5,000 toward
the organizational expenses of Owings, Owings issued Eat at Joe's,
Ltd. 100% of Owings' outstanding common stock.
(3) Restricted shares.
All of the shares offered by this prospectus may be offered for resale, from
time to time, by the Selling Shareholders, pursuant to this prospectus, in one
or more private or negotiated transactions, in open market transactions in the
over-the-counter market, or otherwise, or by a combination of these methods, at
fixed prices that may be changed, at market prices prevailing at the time of the
sale, at prices related to such market prices, at negotiated prices, or
otherwise. The Selling Shareholders may effect these transactions by selling
their shares directly to one or more purchasers or to or through broker-dealers
or agents. The compensation to a particular broker-dealer or agent may be in
excess of customary commissions. Each of the Selling Shareholders may be deemed
an "underwriter" within the meaning of the Securities Act in connection with
each sale of shares. The Selling Shareholders will pay all commissions, transfer
taxes and other expenses associated with their sales.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND PLAN OF OPERATIONS
We ask that you read the following discussion in conjunction with Owings'
Consolidated Financial Statements, including the accompanying notes thereto,
which appear elsewhere in this prospectus.
Company Overview
Owings has been in the developmental stage since its inception on May 21, 1998
and has no operations to date. Owings' common stock is not listed on any
recognized exchange or quoted on any quotation medium. We can not assure you
that Owings will ever acquire a suitable merger or acquisition candidate or that
its common stock will ever develop a trading market.
<PAGE>
Plan Of Operations - General
Owings plans to seek, investigate and, if such investigation warrants, acquire
an interest in one or more business opportunities presented to it by persons or
firms who or which desire to seek perceived advantages of a publicly held
corporation. At this time, Owings has no plan, proposal, agreement,
understanding or arrangement to acquire or merge with any specific business or
company, and Owings has not identified any specific business or company for
investigation and evaluation. Management of Owings has not had any material
discussions with any company with respect to Owings' acquisition of that
company.
Owings will not restrict its search to any specific business, industry or
geographical location, and Owings may participate in a business venture of
virtually any kind or nature. Our discussion of the proposed business of Owings
is purposefully general and is meant to demonstrate Owings' virtually unlimited
discretion to search for and enter into potential business opportunities.
Sources Of Opportunities
Owings does not intend to actively seek out investors. Rather, Owings seeks to
merge with or acquire assets or shares of an entity which is already actively
engaged in a business that generates revenues, in exchange for Owings' common
stock. Management expects that upon successful regulatory clearance of this
Registration Statement on Form SB-2, it will be contacted by a number of target
companies.
In addition, Owings anticipates that business opportunities will be referred to
Owings by various sources, including Management, professional advisers,
securities broker-dealers, venture capitalists, members of the financial
community, and others who may present unsolicited proposals. Owings will seek a
potential business opportunity from all known sources, but will rely principally
on personal contacts of Management as well as indirect associations between
Management and other business and professional people. We can not predict the
number of individuals or companies who may approach Management about Owings.
Owings will not enter into a business combination with a company in which
Management or its affiliates or associates has a current ownership interest.
However, there is no policy, corporate bylaw or shareholder resolution
prohibiting Owings from merging or acquiring a business, asset or company in
which any potential promoter, affiliate or associate of Owings or Management has
any direct or indirect ownership.
Owings does not currently plan to engage professional firms specializing in
business acquisitions or reorganizations; however Owings has not formulated any
policy regarding the use of consultants or outside advisors. In addition, Owings
has not, and does not intend to, advertise in search of business opportunities.
However, Owings may, in the future, advertise and promote Owings in financial
newspapers, magazines and on the Internet.
<PAGE>
Owings has, and will continue to have, insufficient capital with which to
provide the owners of potential target companies with any significant cash or
other assets. However, Management believes Owings will offer owners of business
opportunities the opportunity to acquire a controlling ownership interest in a
public company at substantially less cost than is required to conduct an initial
public offering. The owners of the business opportunities will, however, incur
significant post-merger or acquisition registration costs in the event they wish
to register a portion of their shares for subsequent sale. The target company
will also incur significant legal and accounting costs in connection with the
business combination including the costs of preparing post-effective amendments,
Forms 8-K, agreements and related reports and documents. However, Management has
not conducted market research and is not aware of statistical data which would
support the perceived benefits of a merger or acquisition transaction for the
owners of a business opportunity.
Evaluation Of Opportunities
The analysis of new business opportunities will be undertaken by, or under the
supervision of, Management, who may not be considered professional business
analysts. Management will be the key persons in the search, review and
negotiation with potential acquisition or merger candidates. While Management
likely has no quantifiable experience in the businesses of any particular target
companies that may be reviewed, management has experience in managing
development stage companies similar to Owings. Management will rely upon its own
efforts in accomplishing the business purposes of Owings. Management is
currently employed in other positions and will devote only a nominal portion of
their time to the business affairs of Owings, until such time as an acquisition
has been determined to be highly favorable. After that time, however, Management
expects to spend full time in investigating and closing any acquisition. In
addition, in the face of competing demands for their time, Management may grant
priority to their other positions rather than to Owings.
Management will consider the following matters in analyzing prospective business
opportunities:
* the available technical, financial and managerial resources; working
capital and other financial requirements of the target; Cabthe
target's history of operations, if any;
* the target's prospects for the future;
* the present and expected competition in the target's industry;
* the quality and experience of management services which may be
available and the depth of that management within the target;
* the potential for further research, development or exploration in the
target's industry;
* specific risk factors which may be anticipated to impact the proposed
activities of Owings;
* the potential for growth or expansion and profit;
* the perceived public recognition or acceptance of products, services
or trades of the target and the industry and brand or name
identification; and
* all other relevant factors.
<PAGE>
Management and/or its legal and financial advisers intend to meet personally
with management and key personnel of the firm sponsoring the business
opportunity as part of their investigation. To the extent possible, Owings
intends to utilize written reports and personal investigation to evaluate the
above factors. Owings will not acquire or merge with any company for which
audited financial statements cannot be obtained.
Management is currently involved in promoting approximately 4 blank check
companies, none of which have registered their shares with the SEC under the
Securities and Exchange Act of 1934. All of these companies are in various
stages of searching for merger or acquisition opportunities, and thus, there are
potential inherent conflicts of interest in Management's as officers and
directors of Owings and these other companies.
Owings does not currently have a right of first refusal pertaining to
opportunities that come to Management's attention insofar as such opportunities
may relate to Owings' proposed business operations. Management will consider
merger and/or acquisition opportunities and intends to make them available to
Owings and the companies that it is affiliated with on an equal basis and in its
sole discretion. Owings has not adopted any conflict of interest policy with
respect to these types of transactions. If a situation arises in which more than
one company with which Management is involved desires to merge with or acquire a
specific target company and the principals of the proposed target company have
no preference as to which company will merge or acquire the target company, the
company that first filed a registration statement with the Securities and
Exchange Commission will be entitled to proceed with the proposed transaction.
Acquisition Of Opportunities
Owings does not intend to make any loans to any prospective merger or
acquisition candidates or unaffiliated third parties. However, as is customary
in the industry, Owings may pay a finder's fee for persons locating and
introducing an acquisition prospect. In the event Owings consummates a
transaction with an entity introduced by a finder, we may compensate the finder
for the referral in the form of a finder's fee. If a finder's fee is paid, we
anticipate that the finder's fee will be either in the form of restricted common
stock issued by Owings as part of the terms of the proposed transaction, or in
the form of cash consideration.
If the finder's fee is paid in the form of common stock, the Board of Directors
will approve this issuance. If the finder's fee is in the form of cash, the
payment will have to be tendered by the acquisition or merger candidate because
Owings has insufficient cash available to make any fee payment. If any such fee
is paid, it will be approved by Owings' Board of Directors and will be in
accordance with the industry standards. Such fees are customarily between 1% and
5% of the size of the transaction, based upon a sliding scale of the dollar
amount involved. These fees are typically in the range of 5% on a $1,000,000
transaction ratably down to 1% in a $4,000,000 transaction.
<PAGE>
In implementing a structure for a particular business acquisition, Owings may
become a party to a merger, consolidation, reorganization, joint venture,
franchise or licensing agreement with the target corporation. Except as may be
required by state or federal securities law applicable to the particular form of
transfer, Owings does not intend to provide Owings' shareholders with any
complete disclosure documents, including a proxy statement and/or audited
financial statements, concerning an acquisition or merger candidate and its
business prior to the consummation of any acquisition or merger transaction.
Owings will probably not have sufficient funds to undertake any significant
development, marketing and manufacturing of any products which it may acquire.
Owings does not intend to raise any funds, via private placement or otherwise,
prior to the effectiveness of a merger or acquisition. Upon the merger or
acquisition, Owings intends to obtain funds in one or more private placements to
finance the operation of the acquired business. Persons purchasing securities in
these placements and other shareholders may not have the opportunity to
participate in the decision relating to any acquisition.
Owings' proposed business is sometimes referred to as a blank check because any
investors will entrust their investment to Owings' management before they have a
chance to analyze any ultimate use to which their money may be put. Accordingly,
Owings would probably be required to give up a substantial portion of its
interest in any acquired product. We cannot assure you that Owings will be able
either to obtain additional financing or interest third parties in providing
funding for the further development, marketing and manufacturing of any products
acquired.
We believe that the investigation of specific business opportunities and the
negotiation, drafting and execution of relevant agreements, disclosure documents
and other instruments will require substantial time, attention and costs for
accountants, attorneys and others. If Owings and/or the target business decide
not to participate in a specific business opportunity, the costs incurred in the
related investigation would not be recoverable.
Liquidity And Capital Resources
Owings has never previously undertaken an offering of its common stock. Joe's
has contributed all current expenses of Owings. Owings has no assets, no
liquidity and no capital resources.
BUSINESS
The Company
Since its formation on May 21, 1998, Owings has not engaged in any operations
other than organizational matters. It was formed originally to be a subsidiary
of Joe's to operating one of several restaurants owned by Joe's. During 1999,
Owings changed its business plan specifically to be a "blank check" or "public
shell" corporation, for the purpose of either merging with or acquiring an
operating company with operating history and assets.
<PAGE>
Properties
Owings has a working agreement with one of its shareholders for use of office
space, telephones and secretarial services supplied free of charge to Owings.
Owings has no property.
Competition
Owings is an insignificant participant which competes among firms which engage
in business combinations with, or financing of, development stage enterprises.
There are many established management and financial consulting companies and
venture capital firms which have significantly greater financial and personnel
resources, technical expertise and experience than Owings in this field. In view
of Owings' limited financial resources and management availability, Owings
continues to be at a significant competitive disadvantage.
Regulation And Taxation
Owings intends to structure a merger or acquisition in such a manner as to
minimize federal and state tax consequences to Owings and to any target company.
Patents
Owings owns no patents and no Internet domain names.
Employees
Owings has no full-time or part-time employees. Management, has agreed to
allocate a nominal portion of its time to the activities of Owings without
compensation.
Legal Proceedings
Owings is not subject to any pending litigation, legal proceedings or claims.
MANAGEMENT
Executive Officers, Key Employees And Directors
The members of the Board of Directors of Owings serve until the next annual
meeting of shareholders, or until their successors have been elected. The
officers serve at the pleasure of the Board of Directors.
Currently, there are three executive officers, key employees and directors of
Owings:
<PAGE>
Name Age Position
Joseph Fiore 39 President, CEO & Director
Amanda Johnson __ Secretary
Tim Matula 39 Treasurer
Joseph Fiore was Chairman and Chief Executive Officer and Secretary of Owings
since its formation to present. Mr. Fiore has been Chairman and Chief Executive
Officer of Eat at Joe's, Ltd. since October, 1996. In 1982, Mr. Fiore formed
East Coast Equipment and Supply Co., Inc., a restaurant supply company that he
still owns. Between 1982 and 1993, Mr. Fiore established 9 restaurants (2 owned
and 7 franchised) which featured a 1950's theme restaurant concept offering a
traditional American menu.
Amanda Johnson came to work for Eat at Joe's, Ltd. in June 1998 after graduating
from the State University of New York at Plattsburg in May 1998. She oversees
the Eat at Joe's, Ltd.'s investor relations and public relations. In addition,
Ms. Johnson assists in new business development for Eat at Joe's, Ltd.
Tim Matula currently serves as a Director of Eat at Joe's, Ltd. Mr. Matula
joined Shearson Lehman Brothers as a financial consultant in 1992. In 1994 he
joined Prudential Securities and when he left Prudential in 1997, he was
Associate Vice President, Investments, Quantum Portfolio Manager.
The following chart summarizes certain information concerning the blank check
companies with which members of Owings Management are directors or officers and
which have filed or intend to file a registration statement with the SEC.
<TABLE>
<CAPTION>
Inc. Form SB-2
Company Name State File Date SEC File No. Merger Info-
--------------------------------------------- ------------------ ------------------- ------------------- ------------------
<S> <C> <C> <C> <C>
E.A.J. Cherry Hill, Inc. Nevada N/A N/A N/A
E.A.J. Echelon, Inc. Nevada N/A N/A N/A
E.A.J. Innerharbor, Inc. Nevada N/A N/A N/A
E.A.J. Owings, Inc. Nevada N/A N/A N/A
</TABLE>
Executive Compensation
No employment compensation is paid or anticipated to be paid by Owings. Owings
has no understandings or agreements, preliminary or otherwise, in regard to
executive compensation. Its management does not receive any compensation for
duties. Management has not received any compensation for its services rendered
to Owings and is not accruing compensation. As of the date of this prospectus,
Owings has no funds available to pay officers and directors.
<PAGE>
No retirement, pension, profit sharing, stock option or insurance programs or
other similar programs have been adopted by Owings for the benefit of any
employees.
Employment Agreements
Owings has no employment agreements with any persons.
Principal Shareholders
The following table presents certain information regarding beneficial ownership
of Owings' Common Stock as of June 30, 2000, by (i) each person known by Owings
to be the beneficial owner of more than 5% of the outstanding shares of Common
Stock, (ii) each director and executive officer of Owings, and (iii) 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.
<TABLE>
<CAPTION>
# of
Name and Address Nature of Shares
of Beneficial Owners Ownership Owned Percent
Directors
<S> <C> <C> <C>
Eat at Joe's Ltd. Common Stock 10,000,000 100%
All Executive Officers Common Stock 0 (1) 0%
and Directors as a Group
(3 persons)
</TABLE>
(1)abJoe Fiore owns approximately 10% of Eat at Joe's Ltd.
CERTAIN TRANSACTIONS
On May 21, 1998, Owings issued a total of 100 shares of its common stock to Eat
at Joe's, Ltd. in consideration of contributing $5,000 toward the organizational
expenses of Owings. On September 14, 2000, pursuant to a corporate
reorganization, Owings changed its domicile to Nevada, and changed its
authorized number of shares to 50,000,000, its issued shares to 10,000,000, and
the par value to $.0005 for Owings' common stock. See "Selling Shareholders."
Under Rule 405 promulgated under the Securities Act of 1933, Management may be
deemed to be promoters of Owings. No other persons are known to management that
would be deemed to be promoters.
<PAGE>
DESCRIPTION OF SECURITIES
Each shareholder of common stock, either in person or by proxy, may cast one
vote per share of common stock held on all matters to be voted on. The presence,
in person or by proxy, of the holders of a majority of the total number of
shares entitled to vote constitutes a quorum for the transaction of business.
Assuming that a quorum is present, the affirmative vote of a majority of the
shares of Owings present in person or represented by proxy is required. Owings'
By-Laws do not provide for cumulative voting or preemptive rights.
There are no outstanding options or warrants of any kind for Owings' common
stock.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Under the Nevada Business Associations Act, a company's articles of
incorporation may contain a provision eliminating or limiting the personal
liability of a director or officer to the corporation or its shareholders for
damages for breach of fiduciary duty. If this type of limiting provision is
included in articles of incorporation, it cannot eliminate or limit the
liability of a director or officer for (a) acts or omissions that involve
intentional misconduct, fraud or a knowing violation of law or (b) the payment
of an unlawful distribution to shareholders.
Owings' by-laws provide that Owings shall indemnify any and all of its directors
and officers, and its former directors and officers, or any person who may have
served at Owings request as a director or officer of another corporation in
which it owns shares of capital stock or of which it is a creditor, against
expenses actually and necessarily incurred by them in connection with the
defense of any action, suit or proceeding in which they, or any of them, are
made parties, or a party, by reason of being or having been director(s) or
officer(s).
TRANSFER AGENT, WARRANT AGENT AND REGISTRAR
The transfer agent, warrant agent and registrar for the Common Stock is
Signature Stock Transfer, Inc., 14675 Midway Road, Suite 221, Addison, TX 75001.
SHARES ELIGIBLE FOR FUTURE SALE
Upon the effectiveness of this registration statement, Owings will have
10,000,000 shares of common stock outstanding and registered for resale by the
Selling Shareholders in accordance with the Securities Act of 1933.
Prior to this offering, no public trading market has existed for Owings' shares
of common stock. The sale, or availability for sale, of substantial amounts of
common stock in the public trading market could adversely affect the market
prices for Owings' common stock.
<PAGE>
PLAN OF DISTRIBUTION
To our knowledge, none of the Selling Shareholders has made any arrangement with
any brokerage firm for the sale of the shares. We have been advised by the
Selling Shareholders that they presently intend to dispose of the shares through
broker-dealers in ordinary brokerage transactions at market prices prevailing at
the time of the sale.
Any broker-dealers or agents who act in connection with the sale of the shares
may be deemed to be underwriters. Any discounts, commissions or concessions
received by any broker-dealers or agents may be deemed to be underwriting
discounts and commissions under the Securities Act.
Owings has not registered its shares for resale under the securities or "blue
sky" laws of any state and has no plans to register or qualify its shares in any
state. Current shareholders and persons who desire to purchase the shares in any
trading market that may develop in the future, should be aware that there may be
significant state blue sky restrictions upon the ability of new investors to
purchase the securities. These restrictions could reduce the size of any
potential trading market. Under federal law, non-issuer trading or resale of
Owings' common stock may be exempt from most state registration or qualification
requirements. However, some states may continue to restrict the ability to
register or qualify Owings' common stock for both initial sale and secondary
trading by regulations prohibiting or imposing limitations on the sale of
securities of blank check issuers.
Owings' selling efforts, and any secondary trading market which may develop, may
only be conducted in those jurisdictions where an applicable exemption is
available or where the shares have been registered. Owings has no current plan
to register its shares for offer and sale within any state. Owings does not
anticipate that a secondary trading market for the shares will develop in any
state until after the consummation of a merger or acquisition, if at all.
However, investors should be aware that state law limitations might affect the
transferability or the ability to resell the shares. Owings has not taken, and
does not contemplate taking, any steps to ensure compliance with state
securities laws.
Owings does not have lock-up agreements with its shareholders affirming that
they will not sell their respective shares until such time as Owings has
successfully consummated a merger or acquisition and Owings is no longer
classified as a blank check company.
LEGAL MATTERS
The validity of the common stock offered hereby will be passed upon for Owings
by Daniels McGowan & Associates, 1201 Allen Market Lane, Suite 200, St. Louis,
MO 63104
EXPERTS
The Financial Statements and schedules of Owings as of June 30, 2000 and
December 31, 1999, and for the six month periods ended June 30, 2000 and 1999
<PAGE>
and for the two years ended December 31, 1999 and 1998 included in this
prospectus and elsewhere in the Registration Statement have been audited by
Robinson, Hill & Co., independent public accountants for Owings, as set forth in
its report herein, and are included in reliance upon such report, given upon the
authority of such firm as experts in accounting and auditing.
ADDITIONAL INFORMATION
Owings 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 shares. This prospectus, which forms a part of the
registration statement, 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.
Owings 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.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
<S> <C>
Report of Independent Certified Public Accountants..............................................................F-1
Balance Sheets,
June 30, 2000 and December 31, 1999...........................................................................F-2
Statements of Operations, For The Years Ended
December 31, 1999 and 1998, and
For The Six Months Ended June 30, 2000 and 1999..............................................................F-3
Statement of Changes in Stockholders' Equity,
Since May 21, 1998 (Inception) to June 30, 2000..............................................................F-4
Statements of Cash Flows, For The Years Ended
December 31, 1999 and 1998, and
For The Six Months Ended June 30, 2000 and 1999..............................................................F-5
Notes to Financial Statements...................................................................................F-7
</TABLE>
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors and Stockholders
E.A.J. Owings, Inc.
(A Development Stage Company)
We have audited the accompanying balance sheets of E.A.J. Owings, Inc. (a
development stage company) (a Maryland corporation) as of June 30, 2000 and
December 31, 1999 and the related statements of operations and cash flows for
the six months ended June 30, 2000 and 1999 and the years ended December 31,
1999, and 1998 and the statement of changes in stockholders' equity from May 21,
1998 (inception) to June 30, 2000. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits 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 audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of E.A.J. Owings, Inc. (a
development stage company) as of June 30, 2000 and December 31, 1999, and the
results of its operations and its cash flows for the six months ended June 30,
2000 and 1999 and the years ended December 31, 1999 and 1998, in conformity with
generally accepted accounting principles.
Respectfully submitted,
/S/ ROBISON, HILL & CO
----------------------------
Certified Public Accountants
Salt Lake City, Utah
August 14, 2000
F-1
<PAGE>
E.A.J. OWINGS, INC.
(A Development Stage Company)
BALANCE SHEETS
JUNE 30, 2000, AND DECEMBER 31, 1999
June 30, December 31,
2000 1999
-------- --------
ASSETS
Current Assets:
Cash and cash equivalents .............................. $ -- $ --
-------- --------
Total Current Assets .............................. -- --
Fixed Assets:
Leasehold Improvements ................................. -- --
Total Assets ...................................... $ -- $ --
======== ========
LIABILITIES
Current Liabilities:
Accounts payable & accrued liabilities ................. -- --
-------- --------
Total Liabilities ................................. -- --
-------- --------
STOCKHOLDERS EQUITY
Common Stock - $.0005 par value
50,000,000 shares authorized,
10,000,000 shares issued and outstanding ........... 5,000 5,000
Paid in Capital ........................................ 64,411 64,411
Deficit Accumulated
During Development Stage ............................... (69,411) (69,411)
-------- --------
Total Stockholders' Equity ........................ -- --
-------- --------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY ................................... $ -- $ --
======== ========
The accompanying notes are an integral part of these financial statements.
F-2
<PAGE>
E.A.J. OWINGS, INC.
(A Development Stage Company) STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999, AND
FOR THE YEARS ENDED DECEMBER 31, 1999, AND 1998
<TABLE>
<CAPTION>
Cumulative
Since
Inception
For the Six Months Ended For the Year Ended of
June 30, December 31, Development
------------------ -------------------- --------
2000 1999 1999 1998 Stage
------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Revenues ....................... $ -- $ -- $ -- $ -- $ --
Expenses
General and administrative .. -- -- -- (100) (100)
------- -------- -------- -------- --------
Net operating loss ............. -- -- -- (100) (100)
------- -------- -------- -------- --------
Other Income (Expense)
Loss on abandonment of assets -- -- (69,311) -- (69,311)
Net Loss ....................... -- -- (69,311) (100) (69,411)
======= ======= ======== ======== ========
Loss Per Common Share: ......... $ -- $ -- $ (0.01) $ -- $ (0.01)
======= ======= ======== ======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-3
<PAGE>
E.A.J. OWINGS, INC.
(A Development Stage Company) STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
SINCE MAY 21, 1998 (INCEPTION) TO JUNE 30, 2000
<TABLE>
<CAPTION>
Deficit
Accumulated
During
Common Stock Paid in Development
-----------------------
Shares Amount Capital Stage
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Balances at May 21, 1998 (Inception) 10,000,000 $ 5,000 $ -- $ --
Capital Contributed by Shareholder . -- -- 63,929 --
Net loss for the year .............. -- -- -- (100)
---------- ---------- ---------- ----------
Balances at December 31, 1998 ...... 10,000,000 5,000 63,929 (100)
Capital Contributed by Shareholder . -- -- 482 --
Net loss for the year .............. -- -- -- (69,311)
---------- ---------- ---------- ----------
Balance at December 31, 1999 ....... 10,000,000 5,000 64,411 (69,411)
Net loss for the year .............. -- -- -- --
---------- ---------- ---------- ----------
Balance at June 30, 2000 ........... 10,000,000 $ 5,000 $ 64,411 $ (69,411)
========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-4
<PAGE>
E.A.J. OWINGS, INC.
(A Development Stage Company) STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999, AND
FOR THE YEARS ENDED DECEMBER 31, 1999, AND 1998
<TABLE>
<CAPTION>
Cumulative
Since
Inception
For the Six Months Ended For the Year Ended of
June 30, December 31, Development
----------------- -------------------- --------
2000 1999 1999 1998 Stage
------- ------- -------- -------- --------
Cash Flows From Operating Activities
<S> <C> <C> <C> <C> <C>
Net loss for the period ............................ $ -- $ -- $(69,311) $ (100) $(69,411)
Loss on abandonment of assets ...................... -- -- 69,311 -- 69,311
Adjustments to reconcile net loss to net cash
Provided by operating activities
Decrease in accounts payable & accrued liabilities -- -- -- -- --
Increase in Parent Company advances .............. -- -- -- -- --
------- ------- -------- -------- --------
Net Cash Provided by (Used in) Operating Activities ... -- -- -- (100) (100)
------- ------- -------- -------- --------
Cash Flows From Operating Activities
Purchase of Leasehold Improvements .................. -- -- (482) (68,829) (69,311)
------- ------- -------- -------- --------
Net Cash Provided by Investing Activities ............. -- -- (482) (68,829) (69,311)
------- ------- -------- -------- --------
</TABLE>
F-5
<PAGE>
E.A.J. OWINGS, INC.
(A Development Stage Company) STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999, AND
FOR THE YEARS ENDED DECEMBER 31, 1999, AND 1998
<TABLE>
<CAPTION>
Cumulative
Since
Inception
For the Six Months Ended For the Year Ended of
June 30, December 31, Development
----------------- ------------------
2000 1999 1999 1998 Stage
------- ------- -------- ------- -------
Cash Flows From Financing Activities
<S> <C> <C> <C> <C> <C>
Common Stock Issued for Cash ........................... -- -- -- 5,000 5,000
Parent Company Advances ................................ -- -- 482 63,929 64,411
------- ------- -------- ------- -------
Net Cash Provided by Financing Activities ............... -- -- 482 68,929 69,411
------- ------- -------- ------- -------
Increase in Cash ........................................ -- -- -- -- --
Cash at beginning of period ............................. -- -- -- -- --
------- ------- -------- ------- -------
Cash at End of Period ................................... $ -- $ -- $ -- $ -- $ --
======= ======= ======== ======= =======
Supplemental Disclosure of Interest and Income Taxes Paid
Interest paid for the period ......................... $ -- $ -- $ -- $ -- $ --
======= ======= ======== ======= =======
Income taxes paid for the period ..................... $ -- $ -- $ -- $ -- $ --
======= ======= ======== ======= =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-6
<PAGE>
E.A.J. OWINGS, INC.
(A Development Stage Company) NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, AND 1998
SIX MONTHS ENDED JUNE 30, 2000 AND 1999
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of accounting policies for E.A.J. Owings, Inc. (a
development stage company) ("The Company") is presented to assist in
understanding the Company's financial statements. The accounting policies
conform to generally accepted accounting principles and have been consistently
applied in the preparation of the financial statements.
Organization and Basis of Presentation
The Company was incorporated on May 21, 1998, under the laws of the
State of Maryland. The Company changed its domicile to Nevada through a
corporate reorganization on September 14, 2000. Since May 21, 1998, the Company
is in the development stage, and has not commenced planned principal operations.
Nature of Business
The Company has no products or services as of June 30, 2000. The
Company was organized originally to be a subsidiary of Eat at Joe's, Ltd.
("Joe's") to operating one of several restaurants owned by Joe's. During 1999,
the Company changed its business plan specifically to be a "blank check" or
"shell" corporation. The Company intends to acquire interests in various
business opportunities, which in the opinion of management will provide a profit
to the Company.
Income Taxes
The Company accounts for income taxes under the provisions of SFAS No.
109, "Accounting for Income Taxes." SFAS No.109 requires recognition of deferred
income tax assets and liabilities for the expected future income tax
consequences, based on enacted tax laws, of temporary differences between the
financial reporting and tax bases of assets and liabilities.
Amortization
Organization costs have been expenses in accordance with Statement of
Position 98-5 "Reporting on the Costs of Start-Up Activities" (SOP 98-5).
F-7
<PAGE>
E.A.J. OWINGS, INC.
(A Development Stage Company) NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, AND 1998
SIX MONTHS ENDED JUNE 30, 2000 AND 1999
(Continued)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Pervasiveness of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles required management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Concentration of Credit Risk
The Company has no significant off-balance-sheet concentrations of
credit risk such as foreign exchange contracts, options contracts or other
foreign hedging arrangements. The Company maintains the its cash balances with
one financial institution, in the form of demand deposits.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with a maturity of three months or less
to be cash equivalents to the extent the funds are not being held for investment
purposes.
Earnings (Loss) Per Share
The reconciliations of the numerators and denominators of the basic
earnings per share computations are as follows:
<TABLE>
<CAPTION>
For the Year Ended 1999 For the Year Ended 1998
----------------------------------------- -------------------------------------------
Per Share Per Share
Income Shares Amount Income Shares Amount
----------------------------------------- -------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Basic EPS
Income available to
common shareholders $(69,311) 10,000,000 $ (0.01) $ (100) 10,000,000 $ -
========================================= ===========================================
</TABLE>
F-8
<PAGE>
E.A.J. OWINGS, INC.
(A Development Stage Company) NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, AND 1998
SIX MONTHS ENDED JUNE 30, 2000 AND 1999
(Continued)
Earnings (Loss) Per Share (Continued)
<TABLE>
<CAPTION>
For the Six Months Ended For the Six Months Ended
June 30, 2000 June 30, 1999
----------------------------------------- -------------------------------------------
Per Share Per Share
Income Shares Amount Income Shares Amount
----------------------------------------- -------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Basic EPS
Income available to
common shareholders $ - 10,000,000 $ - $ - 10,000,000 $ -
========================================= ===========================================
</TABLE>
The effect of outstanding common stock equivalents would be anti-dilutive
for June 30, 2000 and 1999 and December 31, 1999 and 1998 and are thus not
considered.
NOTE 2 - INCOME TAXES
As of June 30, 2000, the Company had a net operating loss carryforward
for income tax reporting purposes of approximately $69,000 that may be offset
against future taxable income through 2011. Current tax laws limit the amount of
loss available to be offset against future taxable income when a substantial
change in ownership occurs. Therefore, the amount available to offset future
taxable income may be limited. No tax benefit has been reported in the financial
statements, because the Company believes there is a 50% or greater chance the
carryforwards will expire unused. Accordingly, the potential tax benefits of the
loss carryforwards are offset by a valuation allowance of the same amount.
NOTE 3 - DEVELOPMENT STAGE COMPANY
The Company has not begun principal operations and as is common with a
development stage company, the Company has had recurring losses during its
development stage.
NOTE 4 - COMMITMENTS
As of June 30, 2000 all activities of the Company have been conducted
by corporate officers from either their homes or business offices. Currently,
there are no outstanding debts owed by the company for the use of these
facilities and there are no commitments for future use of the facilities.
F-9
<PAGE>
E.A.J. OWINGS, INC.
(A Development Stage Company) NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, AND 1998
SIX MONTHS ENDED JUNE 30, 2000 AND 1999
(Continued)
NOTE 5 - RELATED PARTY TRANSACTIONS
The Company utilized office space that is shared with companies
controlled by an officer of the Company.
NOTE 6 - SUBSEQUENT EVENTS
On September 14, 2000, the Company agreed to a plan of reorganization.
Pursuant to the plan of reorganization, the Company changed its domicile to
Nevada, its name to E.A.J. Owings, Inc., its authorized shares to 50,000,000,
its issued shares to 10,000,000, and its par value to $.0005. All references in
the accompanying financial statements to the Company and its common stock
reflect the changes due to the reorganization.
F-10
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under the Nevada Business Associations Act, a company's articles of
incorporation may contain a provision eliminating or limiting the personal
liability of a director or officer to the corporation or its shareholders for
damages for breach of fiduciary duty. If this type of limiting provision is
included in articles of incorporation, it cannot eliminate or limit the
liability of a director or officer for (a) acts or omissions that involve
intentional misconduct, fraud or a knowing violation of law or (b) the payment
of an unlawful distribution to shareholders.
Owings' by-laws provide that Owings shall indemnify any and all of its directors
and officers, and its former directors and officers, or any person who may have
served at Owings request as a director or officer of another corporation in
which it owns shares of capital stock or of which it is a creditor, against
expenses actually and necessarily incurred by them in connection with the
defense of any action, suit or proceeding in which they, or any of them, are
made parties, or a party, by reason of being or having been director(s) or
officer(s).
ITEM 25. OTHER EXPENSES OF ISSUANCES AND DISTRIBUTION
Owings estimates that expenses in connection with the Offering described in this
Registration Statement (other than the underwriting discount and commissions and
reasonable expense allowance) will be as follows:
SEC registration fee...................................................$ 100
Printing and engraving expenses........................................$ 2,000*
Accounting fees and expenses...........................................$ 3,000*
Legal fees and expenses (other than Blue Sky)..........................$ 15,000*
Blue sky fees and expenses (including legal and filing fees)...........$ 1,000*
Miscellaneous..........................................................$ 1,000*
Total.........................................................$ 22,100*
*Estimated Amounts.
All expenses of the registration of the shares will be borne by Owings.
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES
The following securities were issued by Owings within the past three years and
were not registered under the Securities Act.
<PAGE>
In connection with organizing Owings, on May 21, 1998, Eat at Joe's, Ltd. was
issued a total of 100 shares of Common Stock, pursuant to the exemption from
registration contained within Section 4(2) of the Securities Act of 1933, to
company officers, directors, and individuals with a relationship to Company
officers and directors. On September 14, 2000, pursuant to a corporate
reorganization, Owings changed its domicile to Nevada and changed the authorized
number of shares to 50,000,000, issued shares to 10,000,000, and the par value
to $.0005 for Owings' common stock. As a result 100 shares were canceled and
10,000,000 shares were issued.
ITEM 27. EXHIBITS
(a) The following exhibits are filed as part of this Registration Statement:
EXHIBIT
NUMBER DESCRIPTION
*3.1 Articles of Incorporation of Owings
*3.2 By-Laws
*4.1 Form of Common Stock Certificate
*5.1 Opinion of Rick Daniels, Esquire
*23.1 Consent of Robinson, Hill & Co.
*23.2 Consent of Rick Daniels, Esquire
(included as part of Exhibit 5.1)
*27.1 Financial Data Schedule
* To be filed by amendment.
ITEM 28. UNDERTAKINGS
(a) The undersigned Company hereby undertakes to:
(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 of 1933 (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.
iii Include any additional or changed material information on the
plan of distribution.
(2) For determining liability under the Securities Act, each
post-effective amendment shall be treated as a new registration
statement of the securities offered, and the offering of the
securities at that time shall be deemed to be the initial bona fide
offering.
<PAGE>
(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
(b) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of Owings
pursuant to the foregoing provisions, or otherwise, Owings has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by Owings of expenses incurred or paid by a
director, officer or a controlling person of Owings 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, Owings 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.
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
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
Scarsdale, state of New York, on November 2, 2000.
E.A.J. Owings, Inc.
BY: /s/ Joseph Fiore
---------------------
Joseph Fiore,
President/CEO/Director
In accordance with the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates stated.
SIGNATURE TITLE DATE
/s/ Joseph Fiore President/ November 2, 2000
----------------
Joseph Fiore CEO/Director
/s/ Amanda Johnson Secretary November 2, 2000
------------------
Amanda Johnson
/s/ Tim Matula Director November 2, 2000
--------------
Tim Matula
