As filed with the Securities and Exchange Commission, December 14, 2000
File No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Excel Publishing, Inc.
(Exact name of registrant as specified in its charter)
Nevada 87-0653761
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
2250 West Center St.
Springville, UT 84663
(Address and telephone number of registrant's principal offices)
Anthony B. Ramon
President, Excel Publishing, Inc.
2250 West Center St.
Springville, UT 84663
801-489-7079
(Name, address and telephone number of agent for service)
Copies to:
Cletha A. Walstrand, Esq.
Lehman Walstrand & Associates
8 East Broadway, Suite 620
Salt Lake City, UT 84111-2204
(801) 532-7858
(801) 363-1715 fax
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the Registration Statement becomes
effective.
The securities being registered on the Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933.
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. [ ]
<PAGE>
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
Title of each class Amount to be Proposed offering Proposed maximum Amount of
of securities t registered price per share aggregate offering registration
be registered price fee
Common Stock 1,000,000 shares $0.10 per share $100,000 $26.40
</TABLE>
The number of shares to be registered is estimated solely for
the purpose of calculating the registration fee. 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 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
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<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 is not soliciting an offer to buy these securities
in any state where the offer or sale is not permitted.
PROSPECTUS
Subject to completion _____________, 2000
$80,000 Minimum / $100,000 Maximum
EXCEL PUBLISHING, INC.
COMMON STOCK
This is Excel's initial public offering. We are offering a
minimum of 800,000 shares and a maximum of 1,000,000 shares of
common stock. The public offering price is $0.10 per share. No
public market exists for our shares.
See "Risk Factors" beginning on page 2 for certain
information you should consider before you purchase the shares.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of the securities
or passed upon the accuracy or adequacy of this prospectus. Any
representation to the contrary is a criminal offense.
The shares are offered on a "minimum/maximum, best efforts"
basis directly through our officers and directors. No commission
or other compensation related to the sale of the shares will be
paid to any of our officers or directors. The proceeds of the
offering will be placed and held in an escrow account at Brighton
Bank, 311 South State Street, Salt Lake City, UT 84111, until a
minimum of $80,000 in cash has been received as proceeds from
sale of shares. If we do not receive the minimum proceeds within
90 days from the date of this prospectus, unless extended by us
for up to an additional 30 days, your investment will be promptly
returned to you without interest and without any deductions. We
may terminate this offering prior to the expiration date.
<TABLE>
<C> <C> <C>
Price to Public Commissions Proceeds to Company
<C>
Per Share $0.10 $-0- $0.10
Minimum $80,000 $-0- $80,000
Maximum $100,000 $-0- $100,000
</TABLE>
The date of this Prospectus is -------------, 2000.
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PROSPECTUS SUMMARY
About our company
We were formed as a Nevada corporation on June 7, 2000 with
the intent to focus on the business of marketing and distributing
a weekly newsletter which tracks our proprietary investment
strategy and offers stock market observations and portfolio
performance information. We have commenced only limited
operations. The proceeds from this offering are needed so we can
continue operations and implement our growth and marketing plan.
We intend to develop a website, fund several promotional
campaigns in order to advertise our services and initiate sales.
Our objective is to increase our customer base and identify new
markets in which to sell our newsletter.
Our principal executive offices are located at 2250 West
Center Street, Springville, Utah 84663. Our telephone number is
(801) 489-7079.
<TABLE>
<S>
About our offering
<C> <C>
Common Stock Offered by Us 800,000 shares minimum
1,000,000 shares maximum
Common Stock to be 11,300,000 shares minimum
Outstanding 11,500,000 shares maximum
After the Offering
Use of Proceeds Proceeds from this offering will be
used to create and develop a
website, advertise our newsletter
and initiate sales by funding
various promotions and other
marketing campaigns.
</TABLE>
RISK FACTORS
Investing in our stock is very risky and you should be able
to bear a complete loss of your investment.
Although our management has past experience in writing,
marketing and selling investment newsletters, we are a new
business and investment in our company is risky. We have an
extremely limited operating history so it will be difficult for
you to evaluate an investment in our stock. We have limited
experience and a short history of operations with respect to
marketing and selling our newsletters. We have had only minimal
revenues and we cannot assure that we will be profitable. As a
young company, we are especially vulnerable to the problems,
delays, expenses and difficulties encountered by any company in
the development stage.
If we do not raise money through this offering, it is
unlikely we can continue operations. We have limited assets and
need the proceeds from this offering to continue our business,
identify new markets and sell our newsletters. If we cannot
raise at least the minimum offering amount, we will have to seek
other sources of financing or we will be severely limited in
achieving our plan of operation. There is no assurance that
additional sources of financing will be available at all or at a
reasonable cost.
Our newsletter may not be accepted in the market. Subscribers
must accept our newsletter as beneficial and worthwhile. Market
acceptance will require substantial education about the benefits
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of our newsletter. If subscribers do not accept our newsletter or
acceptance takes a long time, then revenues and profits will be
reduced. We can provide no assurance that there will be a
favorable market for our newsletter or that we can realize a
profitable rate of return.
We depend on a license to supply us with information for our
newsletter. The loss of our license would mean we have no
information to sell. In the event our license agreement
terminates for any reason, we would lose our rights to sell our
current information. Further, the inability to obtain additional
licenses will limit the information we can sell.
We have limited experience in sales and marketing of
financial newsletters. Our current plan is to employ direct mail
marketing efforts to sell our newsletter. We also intend to use
e-commerce strategies to market our newsletter. Additionally, we
plan to present our newsletter at investment conferences and to
establish a website for our newsletter. We cannot assure you
that we will be able to establish sales and distribution
capabilities for our newsletter.
We cannot assure the completion of the "minimum-maximum,
best efforts" offering. The shares are being offered on a
"minimum-maximum, best efforts" only basis and no individual or
firm is committed to purchase or take down any of the shares.
There is no assurance that we will sell any portion of the
shares. In the event that at least $80,000 has not been received
within 90 days of the date of this prospectus, which time period
may be extended for up to an additional 30 days in our
discretion, funds will be promptly returned to investors without
interest and without deducting expenses of this offering. As
such, you could invest money for as long as 120 days and have
your investment returned without interest. Anytime after the
minimum amount is received prior to termination of the offering,
the escrowed funds will be transmitted to us and shares will then
be issued and no refunds will be made to you.
We arbitrarily determined our offering price. The offering
price of the shares was arbitrarily determined by our management.
The offering price bears no relationship to our assets, book
value, net worth or other economic or recognized criteria of
value. In no event should the offering price be regarded as an
indicator of any future market price of our securities. In
determining the offering price, we considered such factors as the
prospects for our products, our management's previous experience,
our historical and anticipated results of operations and our
present financial resources.
FORWARD-LOOKING STATEMENTS
You should carefully consider the risk factors set forth
above, as well as the other information contained in this
prospectus. This prospectus contains forward-looking statements
regarding events, conditions, and financial trends that may
affect our plan of operation, business strategy, operating
results, and financial position. You are cautioned that any
forward-looking statements are not guarantees of future
performance and are subject to risks and uncertainties. Actual
results may differ materially from those included within the
forward-looking statements as a result of various factors.
Cautionary statements in this "Risk Factors" section and
elsewhere in this prospectus identify important risks and
uncertainties affecting our future, which could cause actual
results to differ materially from the forward-looking statements
made in this prospectus.
DILUTION AND COMPARATIVE DATA
As of August 31, 2000, we had an audited net tangible book
value (total tangible assets less total liabilities) of $7,145,
or a net tangible book value per share of approximately $.0007.
The following table shows the dilution to your equity interest
without taking into account any changes in our net tangible book
value after August 31, 2000, except the sale of the minimum and
maximum number of shares offered.
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<PAGE>
<TABLE>
<C> <C>
Assuming Minimum Assuming Maximum
<C> Shares Sold Shares Sold
Shares Outstanding 11,300,000 11,500,000
Public offering proceeds $55,000 $75,000
at $0.10 per share, net
of estimated offering
expenses
Net tangible book value $62,145 $82,145
after offering
Net tangible book value $.0007 $.0007
per share
before offering
Increase attributable to $.0043 $.0063
purchase of shares by
new investors
Pro forma net tangible $.005 $.007
per share
book value after offering
Dilution per share to new $.095 $.093
investors
Percent dilution 95% 93%
</TABLE>
The following table summarizes the comparative ownership and
capital contributions of existing common stock shareholders and
investors in this offering as of August 31, 2000:
<TABLE> <C> <C> <C>
<C> Shares Owned Total Average Price
Number Consideration Per Share
%
Amount
Present
Shareholders 10,500,000 30% $.002
Minimum Offering 10,500,000 $35,000 $.002
Maximum Offering 26%
$35,000
New Investors
Minimum Offering 800,000 70% $.10
Maximum Offering 1,000,000 $80,000 $.10
74%
$100,000
</TABLE>
The numbers used for Present Shareholders assumes that none
of the present shareholders purchase additional shares in this
offering.
The above table illustrates that as an investor in this
offering, you will pay a price per share that substantially
exceeds the price per share paid by current shareholders and that
you will contribute a high percentage of the total amount to fund
Excel Publishing, but will only own a small percentage of our
shares. Investors will have contributed $80,000 if the minimum
offering is raised and $100,000 if the maximum offering is
raised, compared to $35,000 contributed by current shareholders.
Further, if the minimum is raised, investors will only own 7% of
the total shares and 8.6% if the maximum is raised.
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USE OF PROCEEDS
The net proceeds to be realized by us from this offering,
after deducting estimated offering related expenses of
approximately $25,000 is approximately $55,000 if the minimum
number of shares is sold and $75,000 if the maximum number of
shares is sold.
The following table sets forth our best estimate of the use
of proceeds from the sale of the minimum and maximum amount of
shares offered. Since the dollar amounts shown in the table are
estimates only, actual use of proceeds may vary from the
estimates shown.
<TABLE>
<C> <C> <C>
Description Assuming Sale of Assuming Sale of
Minimum Offering Maximum Offering
Total Proceeds $80,000 $100,000
Less Estimated
Offering Expenses 25,000 25,000
Net Proceeds Available 55,000 75,000
Use of Net Proceeds
Direct mail marketing 28,000 33,000
Computing equipment 5,000 5,000
Internet advertising and
Website development 8,000 12,000
Investment conferences 3,000 5,000
Travel 1,000 2,000
Working capital 10,000 18,000
TOTAL NET PROCEEDS $55,000 $75,000
</TABLE>
The working capital reserve may be used for general
corporate purposes to operate, manage and maintain the current
and proposed operations including wages and salaries,
professional fees, expenses and other administrative costs.
We do not intend to use any of the proceeds from this
offering to purchase key man insurance. Costs associated with
being a public company, including compliance and audits of our
financial statements will be paid from working capital and
revenues generated from our operations.
Pending expenditures of the proceeds of this offering, we
may make temporary investments in short-term, investment grade,
interest-bearing securities, money market accounts, insured
certificates of deposit and/or in insured banking accounts.
DETERMINATION OF OFFERING PRICE
The offering price of the shares was arbitrarily determined
by our management. The offering price bears no relationship to
our assets, book value, net worth or other economic or recognized
criteria of value. In no event should the offering price be
regarded as an indicator of any future market price of our
securities. In determining the offering price, we considered
such factors as the prospects for our products, our management's
previous experience, our historical and anticipated results of
operations and our present financial resources.
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<PAGE>
CAPITALIZATION
The following tables sets forth our capitalization as of the
date of this prospectus, on an actual basis. This table should
be read in conjunction with the financial statement of the
company and the notes thereto.
Stockholders' equity:
Preferred stock, $0.001 par value, authorized 10,000,000
shares; no shares issued or outstanding
Common stock, $0.001 par value, authorized 50,000,000
Shares; 10,500,000 shares issued and outstanding $10,500
Capital in excess of par value 24,500
(Deficit) accumulated during the development stage $(27,855)
Total Stockholders equity $ 7,145
DESCRIPTION OF BUSINESS
General
We were formed as a Nevada corporation on June 7, 2000 with
the intent to focus on the business of marketing and distributing
a weekly newsletter which tracks our proprietary investment
strategy and offers stock market observations and portfolio
performance information. We have commenced only limited
operations. The proceeds from this offering are needed so we can
continue operations and implement our growth and marketing plan.
We intend to develop a website, fund several promotional
campaigns in order to advertise our services and initiate sales.
Our objective is to increase our customer base and identify new
markets in which to sell our newsletter.
Our business
We market annual subscriptions for an investment strategy
newsletter called the "Sector Fund Wealth Builder." The Sector
Fund Wealth Builder is published and distributed to subscribers
on a weekly basis. The newsletter provides timely information
regarding our proprietary strategy, stock market observations,
information on websites and publications relative to the stock
market and investing, and a portfolio performance analysis.
Our strategy is based upon information provided by Eldridge
Investment Management, with whom we have an exclusive marketing
agreement. EIM has developed a computer system that tracks and
analyses sector funds and determines sustained leadership or
momentum growth in targeted sectors. We use the information
provided by EIM to notify our subscribers of buy or sell signals
of certain sector funds.
In addition to the recommendations based upon the EIM data,
we provide a commentary on financial markets and the economy.
Our commentary is based on research and analysis of weekly
trends, market developments, current political and economical
events and other information obtained from subscription and non-
subscription sources, websites, periodicals, and financial news
channels.
We currently fax, e-mail and U.S. mail our newsletter and
Portfolio Alerts to our subscribers. In addition, for up to the
minute information, we have a telephone hotline at 801-344-1304 where
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<PAGE>
subscribers can call for an update of any new buy or sell
recommendations. Our hotline is available to our subscribers 24
hours a day, seven days a week.
Subscriptions are $497 per year. Under certain promotions,
we offer new subscribers an introductory offer of $297 per year.
We offer a 100% refund for any subscriber who cancels within the
first sixty days. Thereafter, at any time a subscriber cancels
their subscription, we pro rate a refund.
We have agreed to pay EIM a royalty of 10% for all new and
renewing subscriptions, less any refunds. In return EIM provides
us instant notification of any and all signals given by their
proprietary system.
In addition to our weekly newsletter, the Sector Fund Wealth
Builder, we also publish intra-week alerts called Portfolio
Alerts. If and when the EIM system gives a buy or sell signal
intra-week, we notify our subscribers via a Portfolio Alert that
is sent to the subscribers the same day, typically within hours
of receiving the information from EIM. This information is also
placed on our hotline immediately. Along with a buy or sell
recommendation, we include a description of the funds we
recommend, along with the fund's strategy and its holdings.
As of October 27, 2000 we had approximately 76 subscribers.
Currently, subscription fees paid by subscribers is our sole
source of revenue. We anticipate our future website will
provide additional revenue sources. We will consider allowing
advertising inserts to accompany our newsletter at such time as
our subscriber base reaches a significant level.
We also intend to undertake a marketing and advertising
program to promote our brand and products. In addition, we
intend to pursue additional strategic relationships and, as
appropriate, hire additional personnel, including management
personnel, and purchase additional computer systems and software.
Industry background
In recent years, there has been substantial growth in the
individual ownership of equity and fixed income securities
worldwide. In a Fall 1999 survey entitled "Equity Ownership in
America," the Investment Company Institute and the Securities
Industry Association reported that the number of Americans owning
stocks directly or through mutual funds grew from an estimated
42.9 million in 1983 to almost 78.7 million in 1999. The survey
further reported that the total holdings of equities by U.S.
households rose from 17.2 percent of household financial assets
in 1980 to 34.9 percent in 1998.
We believe that various factors have contributed to the
growth in financial assets, including:
* the speed of information delivery
* organization of increased numbers of mutual funds,
* increase investment in mutual funds,
* the allocation by households of more assets to equity
investments,
* sustained high returns in the equity markets over a number
of years, and
* lower trading costs as a result of regulatory changes and
improved technologies
The proliferation in equity ownership and associated trading
activity has created a need for more investment research and
market information on the part of individual investors who seek
higher returns on their portfolios.
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We believe that the World Wide Web has rapidly established
itself as an effective means for investors to manage their
portfolios, research investments and trade securities. At the
same time, individuals have been taking greater control of their
investments by directly researching their investments, tracing
their portfolios, purchasing mutual funds and playing a more
proactive role in their relationships with financial advisors.
The web has facilitated these behavioral shifts by providing
individual investors with easy access to information that was
once generally available only to investment professionals, such
as timely market news, intra-day and historical quotes, charts,
Securities and Exchange Commission filings and analysts' earnings
estimates.
We believe that these trends evidence a fundamental change
in the way many individual investors manage their financial
assets. As individual investors seek to independently manage
their financial assets, the demand for independent financial
analysis and research, including SEC filings, business and
financial news, stock quotes, stock price graphs and annual
reports, has grown. This analysis and research represent key
tools used by individuals and institutional investors in deciding
whether to invest in a company or industry and when to buy or
sell a particular security.
We believe that by combining our existing products and
services with financial news and information and employing the
interactive qualities of the internet to create a branded
financial newsletter and website, we can capitalize on the
increased demand among individual investors for financial
analysis and research and attract such investors as new
subscribers. For this reason, as part of our business strategy,
we have adopted the development and launch of our website.
Marketing and advertising
We anticipate conducting a multi-faceted advertising
campaign in print as well as electronic media. We also expect to
conduct direct mail marketing initiatives targeting groups likely
to be interested in our products.
We have completed three direct mail campaigns to targeted
audiences. Our campaigns have consisted of a promotional insert
in an existing financial newsletter with approximately 10,000
subscribers. It is our belief, that by targeting the 1,000,000
current financial newsletter subscribers, we can substantially
increase our subscriber base. With proceeds from this offering,
we believe we will be able to do direct mailings as a promotional
insert in financial newsletters and publications with a much
larger subscriber base, thus reaching more potential subscribers
for our newsletter.
We have adopted a business strategy designed to increase the
total number of our subscribers. To this end, upon completion of
this offering, we will launch the creation and marketing of our
website and the establishment of strategic distribution
relationships through which we intend to reach additional
subscribers.
When operational, our website will offer to subscribers, our
financial newsletter and analysis, portfolio alerts and archived
information. We expect to use the website to build brand
awareness, attract paying subscribers for our products, and
eventually generate advertising revenue.
In addition to our direct mail efforts and creating a
website, we anticipate attending financial and investment
conferences to promote our newsletter. To promote our
newsletter, we pay a fee that enables us to give a presentation
on our products and services to attendees of the conference. We
believe that presentations at these conferences allows us to
reach a large number of potential subscribers.
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Competition
We compete with a substantial number of providers of
financial news and information, market analysis and stock
selections for the attention of subscribers and advertisers. We
will compete directly with other financial newsletters and fee-
based internet investment advisors. The growth in consumer
demand for such information has been accompanied by enormous
growth in the availability of such information and the number and
types of sources for such information. Among the sources of
competition are:
* Online services or websites focused on business, finance and
investing, such as CBS MarketWatch.com, the Wall Street Journal
Interactive Edition, CNNfn and The Street.com
* Publishers and distributors of traditional media, including
print, radio and television, such as The Wall Street Journal,
Investors' Daily, Barrons, Fortune, CNN and CNBC
* Providers of terminal-based financial news and data, such as
Bloomberg Business News, Reuters News Service, Dow Jones Markets
and Bridge News Services
* Web "portal" companies such as MSN, Yahoo! And American
Online
* Online brokerage firms which provide financial and
investment news and information, such as Charles Schwab and
E*TRADE
* Online market analysis and stock analysis and selection
companies such as Clear Station, Polar Trading and Pristine
Trading.
The market for the distribution of investment research and
related services is intensely competitive and this competition is
expected to increase. We intend to differentiate ourselves from
our competitors based on numerous factors including ease and
speed of delivery of products and use of our website,
performance, price, reliability, customer service and support,
and sales and marketing efforts, as well as the quality,
originality, variety and timeliness of our products and services.
We also believe that competitive position within the
financial news and information, market analysis and stock
selection market is, to a significant degree, personality driven;
spokesmen and analysts for enterprise in this market are often
highly visible and can be an important factor in differentiating
a business from our competition. We believe that our newsletter
provides a strategy as well as diverse, interesting commentary
that will encourage loyalty to our publication.
Many of our existing competitors, as well as a number of
potential new competitors, have longer operating histories,
greater name recognition, larger customer bases and far greater
financial, technical and marketing resources than we do. This
may allow them to devote greater resources to the development and
promotion of their services and to the recruitment and hiring of
analysts and other personnel. These competitors may also engage
in more extensive research and development, undertake more
extensive marketing campaigns, adopt more aggressive pricing
policies, and make more attractive offers to existing and
potential employees, advertisers and strategic partners.
Because we are a small, start-up investment newsletter
provider, we do not currently have the exposure or market share
to be considered competitive.
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Governmental Regulation
We are not required to register under the Investment
Advisors Act of 1940 because we qualify for an exemption from
registration under Section 202(a)(11)(D) of the Advisors Act.
Operation of our website is dependent on the use of the
internet and telephone connections. Currently, there are few laws
that apply specifically to access to or commerce on the internet.
Due to the increasing popularity of use of the internet, however,
it is possible that laws and regulations with respect
to the internet may be adopted at Federal, state and even local
levels, covering issues such as user privacy, freedom of
expression, pricing, characteristics and quality of products and
services, taxation, advertising, intellectual property rights,
information security and the convergence of traditional
telecommunications services with internet communications. In
addition, the telecommunications industry is subject to
regulatory control under a number of Federal statutes. Any
amendments to current regulations, statutes or new laws and
regulations could harm our business, results of operations and
prospects.
Employees
We do not currently have any employees other than Anthony
Ramon who is our sole officer and director. Mr. Ramon devotes at
least 40 hours per week to Excel Publishing but may also be
involved in other ventures. We do not intend to hire any
additional employees until such time as our subscription base
increases to the point where additional help is necessary. Until
then, we will employ consultants and others on a part time, as
needed basis, in order to help implement our business plan.
Facilities
We rent office space on a month to month basis which
includes administrative support for no more than $500 per month.
Our monthly rental expense varies depending on the amount of
administrative support we require each month. Our offices are
located at 2250 West Center Street, Springville, Utah 84663. We
believe our current office space is sufficient for our
operations.
Legal proceedings
Our company is not a party in to any bankruptcy,
receivership or other legal proceeding, and to the best of our
knowledge, no such proceedings by or against Excel have been
threatened.
PLAN OF OPERATION
We commenced our current operations in May 2000 with our
test market using direct mail inserts. The response was
favorable and we anticipate similar results from future direct
mail efforts. However, in order to pursue additional direct
mail efforts, create and establish our website, investigate e-
commerce relationships and increase our marketing and promotions,
we must receive the proceeds from this offering.
Should we receive only the minimum offering, we will realize
a net of $55,000. We will use these funds to test market through
direct mailing efforts and develop our website. We anticipate
that with the minimum offering amount, we can continue our
operations for a period of twelve months.
Should we receive the maximum amount of the offering, we
will realize a net of $75,000. This amount will enable us to
increase our marketing efforts, create our website and explore
internet relationships for marketing and distribution of our
products. We anticipate that with the maximum
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offering amount, we can continue our operations and increase our
marketing efforts for a period of twelve months.
If we are unable to raise the minimum offering amount, it
will be necessary for us to find additional funding in order to
market our products. In this event, we may seek additional
financing in the form of loans or sales of our stock and there is
no assurance that we will be able to obtain financing on
favorable terms or at all or that we will find qualified
purchasers for the sale of any stock.
RESULTS OF OPERATIONS
From inception on June 7, 2000 through August 31, 2000
We realized $3,447 in revenues and $22,577 in cost of goods.
We had $8,755 in general and administrative expenses. We
realized a net loss of $27,855.
As of August 31, 2000, we had $16,677 cash on hand and
$5,000 of prepaid assets for total current assets of $21,677. We
have accounts payable of $1,602, accrued expenses of $1,507 and
unearned subscription income of $11,423, making our total current
liabilities $14,532.
We have no capital commitments for the next twelve months.
MANAGEMENT
Our business will be managed by our sole officer and
director, Mr. Anthony B. Ramon.
<TABLE>
<C> <C> <C> <C>
Name Age Position Since
Anthony B. Ramon 37 Sole Officer and Director June 2000
</TABLE>
The following is a brief biography of Mr. Anthony B. Ramon,
sole officer and director.
Mr. Anthony B. Ramon, Sole Officer and Director. From 1994
until the present, Mr. Ramon has been the General Manager and
Publisher of The Ruff Times financial newsletter. From 1991 to
1993, he was a Vice President of The MainStreet Alliance, a
discount membership club. From 1989 to 1991, Mr. Ramon was
General Manager, gemologist and numismatist of Tanset Resources,
a precious stones and precious metals dealer, and from 1987 to
1989, Mr. Ramon was the numismatist and account executive with
Ruffco, a precious metals and rare coin dealer.
COMPENSATION
Mr. Ramon currently receives $5,000 per month as salary from
Excel. We currently do not have any employment agreements in
place for officers or directors. We anticipate entering an
employment agreement with our sole officer in the future. We do
not anticipate compensating any directors.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Our policy is stated in Article X of our articles of
incorporation. A contract or transaction either between our
company and a director, or between a director and another company
in which he is financially interested is not necessarily void or
voidable if the relationship or interest is disclosed or known to
the board of directors and the stockholders are entitled to vote
on the issue, or if it is fair and
13
<PAGE>
reasonable to our company. A common or interested director may
be counted in determining the presence of a quorum at a meeting
of the board of directors or committee thereof which authorizes,
approves or ratifies the contract or transaction.
On June 15, 2000, we issued 10,000,000 shares to Mr. Anthony
B. Ramon, sole officer and director. We received $10,000 for the
shares.
PRINCIPAL STOCKHOLDERS
The following table sets forth the beneficial ownership of
our common stock as of the date of this prospectus, and as
adjusted to reflect the sale of 800,000 should the minimum number
of shares be sold and to reflect the sale of 1,000,000 should the
maximum number of shares be sold.
The table includes:
* each person known to us to be the beneficial owner of more than
five percent of the outstanding shares
* each director of Excel
* each named executive officer of Excel
<TABLE>
<C> <C> <C> <C> <C>
<S>
Name & # of % Before % After Offering
Address Shares Offering Minimum Maximum
Beneficially
Owned
Anthony B.Ramon 10,000,000 95.23% 88.49% 86.95%
632 N. 1000 East
Mapleton, UT 84664
All directors
and executive 10,000,000 95.23% 88.49% 86.95%
officers as a
group (1 person)
</TABLE>
Mr. Anthony B. Ramon is the sole officer and director of Excel.
DESCRIPTION OF THE SECURITIES
Common Stock
We are authorized to issue up to 50,000,000 shares of common
stock with a par value of $.001. As of the date of this
prospectus, there are 10,500,000 shares of common stock issued
and outstanding.
The holders of common stock are entitled to one vote per
share on each matter submitted to a vote of stockholders. In the
event of liquidation, holders of common stock are entitled to
share ratably in the distribution of assets remaining after
payment of liabilities, if any. Holders of common stock have no
cumulative voting rights, and, accordingly, the holders of a
majority of the outstanding shares have the ability to elect all
of the directors. Holders of common stock have no preemptive or
other rights to subscribe for shares. Holders of common stock
are entitled to such dividends as may be declared by the board of
directors out of funds legally available therefor. The
outstanding common stock is, and the common stock to be
outstanding upon completion of this offering will be, validly
issued, fully paid and non-assessable.
14
<PAGE>
We anticipate that we will retain all of our future
earnings, if any, for use in the operation and expansion of our
business. We do not anticipate paying any cash dividends on our
common stock in the foreseeable future.
Preferred Stock
We are authorized to issue up to 10,000,000 shares of
preferred stock with a par value of $.001. As of the date of
this prospectus, there are no shares of preferred stock issued
and outstanding.
Our preferred stock may be issued from time to time in one
or more series, with such distinctive serial designations as may
be stated or expressed in the resolution or resolutions providing
for the issue of such stock adopted from time to time by our
board of directors. Our board of directors are expressly
authorized to fix:
* Voting rights
* The consideration for which the shares are to be issued;
* The number of shares constituting each series;
* Whether the shares are subject to redemption and the terms
of redemption;
* The rate of dividends, if any, and the preferences and
whether such dividends shall be cumulative or noncumulative;
* The rights of preferred stockholders regarding liquidation,
merger, consolidation, distribution or sale of assets,
dissolution or winding up of Excel; and
* The rights of preferred stockholders regarding conversion or
exchange of shares for another class of our shares.
Transfer Agent
Interwest Transfer Company, Inc., 1981 East 4800 South, Salt
Lake City, Utah 84124, is our transfer agent.
SHARES AVAILABLE FOR FUTURE SALE
As of the date of this prospectus, there are 10,500,000
shares of our common stock issued and outstanding. Upon the
effectiveness of this registration statement, 800,000 shares of
common stock will be freely tradeable if the minimum number of
shares are sold and 1,000,000 shares of common stock will be
freely tradable if the maximum number of shares are sold. The
remaining 10,500,000 shares of common stock will be subject to
the resale provisions of Rule 144. Sales of shares of common
stock in the public markets may have an adverse effect on
prevailing market prices for the common stock.
Rule 144 governs resale of "restricted securities" for the
account of any person (other than an issuer), and restricted and
unrestricted securities for the account of an "affiliate of the
issuer. Restricted securities generally include any securities
acquired directly or indirectly from an issuer or its affiliates
which were not issued or sold in connection with a public
offering registered under the Securities Act. An affiliate of
the issuer is any person who directly or indirectly controls, is
controlled by, or is under common control with the issuer.
Affiliates of the company may include its directors, executive
officers, and person directly or indirectly owning 10% or more of
the outstanding common stock. Under Rule 144 unregistered
resales of restricted common stock cannot be made until it has
been held for one year from the later of its acquisition from the
company or an affiliate of the company. Thereafter, shares of
common stock may be resold without registration subject to Rule
144's volume limitation, aggregation, broker transaction, notice
filing requirements, and requirements concerning publicly
available information
15
<PAGE>
about the company ("Applicable Requirements"). Resales by the
company's affiliates of restricted and unrestricted common stock
are subject to the Applicable Requirements. The volume
limitations provide that a person (or persons who must aggregate
their sales) cannot, within any three-month period, sell more
that the greater of one percent of the then outstanding shares,
or the average weekly reported trading volume during the four
calendar weeks preceding each such sale. A non-affiliate may
resell restricted common stock which has been held for two years
free of the Applicable Requirements.
MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS
We have two shareholders. Currently, there is no public
trading market for our securities and there can be no assurance
that any market will develop. If a market develops for our
securities, it will likely be limited, sporadic and highly
volatile.
Presently, we are privately owned. This is our initial
public offering. Most initial public offerings are underwritten
by a registered broker-dealer firm or an underwriting group.
These underwriters generally will act as market makers in the
stock of a company they underwrite to help insure a public market
for the stock. This offering is to be sold by our sole officer
and director. We have no commitment from any brokers to sell
shares in this offering. As a result, we will not have the
typical broker public market interest normally generated with an
initial public offering. Lack of a market for shares of our
common stock could adversely affect a shareholder in the event a
shareholder desires to sell his shares. The company does
anticipate a market maker filing for listing on the Over the
Counter Bulletin Board should the offering succeed.
Currently the Shares are subject to Rule 15g-9, which
provides, generally, that for as long as the bid price for the
Shares is less than $5.00, they will be considered low priced
securities under rules promulgated under the Exchange Act. Under
these rules, broker-dealers participating in transactions in low
priced securities must first deliver a risk disclosure document
which describes the risks associated with such stocks, the broker-
dealer's duties, the customer's rights and remedies, and certain
market and other information, and make a suitability
determination approving the customer for low priced stock
transactions based on the customer's financial situation,
investment experience and objectives. Broker-dealers must also
disclose these restrictions in writing to the customer and obtain
specific written consent of the customer, and provide monthly
account statements to the customer. Under certain circumstances,
the purchaser may enjoy the right to rescind the transaction
within a certain period of time. Consequently, so long as the
common stock is a designated security under the Rule, the ability
of broker-dealers to effect certain trades may be affected
adversely, thereby impeding the development of a meaningful
market in the common stock. The likely effect of these
restrictions will be a decrease in the willingness of broker-
dealers to make a market in the stock, decreased liquidity of the
stock and increased transaction costs for sales and purchases of
the stock as compared to other securities.
PLAN OF DISTRIBUTION
Mr. Anthony B. Ramon, the sole officer and director of the
company will sell the common shares offered hereunder on a "best
efforts" basis. We have appointed Brighton Bank, 311 South State
Street, Salt Lake City, Utah 84111 as the escrow agent who will
hold proceeds from the sale of shares until the minimum $80,000
has been received. If we have not received $80,000 within 90
days from the date of this prospectus, unless extended by us for
up to an additional 30 days, funds will be promptly returned to
investors without interest and without any deductions. In order
to buy our shares, you must complete and execute the subscription
agreement and make payment of the purchase price for each share
purchased either in cash or by check payable to the order of
Excel Publishing, Inc.
Solicitation for purchase of our shares will be made only by
means of this prospectus and communications with our sole officer
and director who is employed to perform substantial duties
unrelated
16
<PAGE>
to the offering, who will not receive any commission or
compensation for their efforts, and who is not associated with a
broker or dealer.
LEGAL MATTERS
The legality of the issuance of the shares offered hereby
and certain other matters will be passed upon for Excel
Publishing, Inc. by Lehman Walstrand & Associates, Salt Lake
City, Utah.
EXPERTS
The financial statements of Excel Publishing, Inc. as of
August 31, 2000 (audited) appearing in this Prospectus and
Registration Statement have been prepared by Pritchett, Siler &
Hardy, P.C., as set forth in their report appearing elsewhere
herein, and are included in reliance upon such report given upon
the authority of said firm as experts in accounting and auditing.
ADDITIONAL INFORMATION
We have filed a Registration Statement on Form SB-2 under
the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the shares offered hereby. This Prospectus does
not contain all of the information set forth in the Registration
Statement and the exhibits and schedules thereto. For further
information with respect to Excel and the shares offered hereby,
reference is made to the Registration Statement and the exhibits
and schedules filed therewith. Statements contained in this
Prospectus as to the contents of any contract or any other
document referred to are not necessarily complete, and in each
instance reference is made to the copy of such contract or other
document filed as an exhibit to the Registration Statement, each
such statement being qualified in all respects by such reference.
A copy of the Registration Statement, and the exhibits and
schedules thereto, may be inspected without charge at the public
reference facilities maintained by the Securities and Exchange
Commission in Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549, and at the regional offices of the Commission located at
Seven World Trade Center, New York, New York 10048 and Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661, and copies of all or any part of the Registration
Statement may be obtained from the Commission upon payment of a
prescribed fee. This information is also available from the
Commission's Internet website, http://www.sec.gov.
17
<PAGE>
EXCEL PUBLISHING, INC.
[A Development Stage Company]
CONTENTS
PAGE
- Independent Auditors' Report 17
- Balance Sheet, August 31, 2000 18
- Statement of Operations, for the period from
inception on June 7, 2000 through August 31, 2000 19
- Statement of Stockholders' Equity, for the period
from inception on June 7, 2000 through
August 31, 2000 20
- Statement of Cash Flows, for the period from
inception on June 7, 2000 through August 31, 2000 21
- Notes to Financial Statements 22
18
<PAGE>
INDEPENDENT AUDITORS' REPORT
Board of Directors
EXCEL PUBLISHING, INC.
Salt Lake City, Utah
We have audited the accompanying balance sheet of Excel
Publishing, Inc. [a development stage company] at August 31,
2000, and the related statement of operations, stockholders'
equity and cash flows for the period from inception on June 7,
2000 through August 31, 2000. These financial statements are the
responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audits 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 our opinion, the financial statements audited by us present
fairly, in all material respects, the financial position of Excel
Publishing, Inc. [a development stage company] as of August 31,
2000, and the results of its operations and its cash flows for
the period from inception on June 7, 2000 through August 31,
2000, in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in
Note 5 to the financial statements, the Company has incurred
losses since its inception and has not yet been successful in
establishing profitable operations, raising substantial doubt
about its ability to continue as a going concern. Management's
plans in regards to these matters are also described in Note 5.
The financial statements do not include any adjustments that
might result from the outcome of these uncertainties.
/s/ Pritchett, Siler & Hardy, P.C.
PRITCHETT, SILER & HARDY, P.C.
September 8, 2000
Salt Lake City, Utah
19
<PAGE>
EXCEL PUBLISHING, INC.
[A Development Stage Company]
BALANCE SHEET
ASSETS
<TABLE> <C>
August 31,
2000
<C> _________
CURRENT ASSETS:
Cash in bank $ 16,677
Prepaid assets 5,000
_________
Total Current Assets 21,677
_________
$ 21,677
</TABLE> _________
[S]
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<C> <C>
CURRENT LIABILITIES:
Accounts payable - related party $ 1,602
Accrued expenses 1,507
Unearned subscription income 11,423
_________
Total Current Liabilities 14,532
_________
STOCKHOLDERS' EQUITY:
Preferred stock, $.001 par value,
5,000,000 shares authorized,
no shares issued and outstanding -
Common stock, $.001 par value,
50,000,000 shares authorized,
10,500,000 shares issued and
outstanding 10,500
Capital in excess of par value 24,500
(Deficit) accumulated during the
development stage (27,855)
_________
Total Stockholders' Equity 7,145
_________
$ 21,677
_________
</TABLE>
The accompanying notes are an integral part of this financial statement.
20
<PAGE>
EXCEL PUBLISHING, INC.
[A Development Stage Company]
STATEMENT OF OPERATIONS
<TABLE>
<C>
From Inception on
June 7, 2000
Through
<C> August 31,
2000
_______________
REVENUE, net $ 3,477
COST GOODS SOLD 22,577
_______________
Gross profit (19,100)
EXPENSES:
General and Administrative 8,755
_______________
LOSS BEFORE INCOME TAXES (27,855)
CURRENT TAX EXPENSE -
DEFERRED TAX EXPENSE -
_______________
NET LOSS $ (27,855)
_______________
LOSS PER COMMON SHARE $ (.00)
_______________
</TABLE>
The accompanying notes are an integral part of this financial statement.
EXCEL PUBLISHING, INC.
[A Development Stage Company]
STATEMENT OF STOCKHOLDERS' EQUITY
FROM THE DATE OF INCEPTION ON JUNE 7, 2000
THROUGH AUGUST 31, 2000
<TABLE>
Deficit
<C> <C> <C> <C>
<C> Accumulated
Preferred Stock Common StockCapital in During
the
<S> ____________________________________________ Excess of
Development
Shares Amount Shares AmountPar Value Stage
___________________________________________________
__________
BALANCE, June 7, 2000 - $ - - $ - $ - $ -
Common stock issued for
cash at $.001 per share,
June 2000 - -10,000,000 10,000 - -
Common stock issued for
cash at $.05 per share,
August 2000 - - 500,000 500 24,500 -
Net loss for the period
ended August 31, 2000 - - - - -(27,855)
___________________________________________________
__________
BALANCE, August 31,
2000 - $ -10,500,000 $ 10,500 $ 24,500 $(27,855)
________________________________________________________
</TABLE>
The accompanying notes are an integral part of this financial statement.
22
<PAGE>
EXCEL PUBLISHING, INC.
[A Development Stage Company]
STATEMENT OF CASH FLOWS
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
<TABLE>
<C>
From Inception on
June 7, 2000
Through
August 31,
<S> 2000
_______________
Cash Flows From Operating Activities:
Net loss $
(27,855)
Adjustments to reconcile net loss to
net cash used by operating activities:
Changes in assets and liabilities:
(Increase) in prepaid assets (5,000)
Increase in accrued liabilities 1,507
Increase in accounts payable - related party 1,602
Increase in unearned subscription income 11,423
_______________
Net Cash (Used) by Operating Activities (18,323)
_______________
Cash Flows From Investing Activities -
_______________
Net Cash Provided by Investing Activities -
_______________
Cash Flows From Financing Activities:
Proceeds from issuance of common stock 35,000
_______________
Net Cash Provided by Financing Activities 35,000
_______________
Net Increase (Decrease) in Cash 16,677
Cash at Beginning of Period -
_______________
Cash at End of Period $ 16,677
_______________
Supplemental Disclosures of Cash Flow
Information:
Cash paid during the period for:
Interest $ -
Income taxes $ -
Supplemental Schedule of Noncash Investing and Financing Activities:
For the year ended August 31, 2000:
None.
</TABLE>
The accompanying notes are an integral part of these financial statements.
23
<PAGE>
EXCEL PUBLISHING, INC.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - Excel Publishing, Inc. (the Company) was organized
under the laws of the State of Nevada on June 7, 2000. The
Company is considered a development stage company as defined in
Statement of Financial Accounting Standards (SFAS) No. 7. The
Company sells subscriptions to an investment newsletter. The
Company has, at the present time, not paid any dividends and any
dividends that may be paid in the future will depend upon the
financial requirements of the Company and other relevant factors.
Revenue Recognition - The Company recognizes revenue from the
sale of subscriptions upon mailing of the Company's newsletters.
At August 31, 2000, the Company has recorded unrecorded
subscription income of $11,423, representing the unearned portion
of annual subscriptions.
Loss Per Share - The computation of loss per share is based on
the weighted average number of shares outstanding during the
period presented in accordance with Statement of Financial
Accounting Standards No. 128, "Earnings Per Share". [See Note 6]
Cash and Cash Equivalents - For purposes of the statement of cash
flows, the Company considers all highly liquid debt investments
purchased with a maturity of three months or less to be cash
equivalents.
Accounting Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, the disclosures of
contingent assets and liabilities at the date of the financial
statements, and the reported amount of revenues and expenses
during the reported period. Actual results could differ from
those estimated.
Recently Enacted Accounting Standards - Statement of Financial
Accounting Standards (SFAS) No. 136, "Transfers of Assets to a
not for profit organization or charitable trust that raises or
holds contributions for others", SFAS No. 137, "Accounting for
Derivative Instruments and Hedging Activities - deferral of the
effective date of FASB Statement No. 133 (an amendment of FASB
Statement No. 133.),", SFAS No. 138 "Accounting for Certain
Derivative Instruments and Certain Hedging Activities - and
Amendment of SFAS No. 133", SFAS No. 139, "Recission of SFAS No.
53 and Amendment to SFAS No 63, 89 and 21", and SFAS No. 140,
"Accounting to Transfer and Servicing of Financial Assets and
Extinguishment of Liabilities", were recently issued SFAS No.
136, 137, 138, 139 and 140 have no current applicability to the
Company or their effect on the financial statements would not
have been significant.
NOTE 2 - CAPITAL STOCK
Common Stock - During June 2000, in connection with its
organization, the Company issued 10,000,000 shares of its
previously authorized, but unissued common stock. The shares
were issued for $10,000 cash (or $.001 per share).
During August 2000, the Company issued 500,000 shares of its
previously authorized, but unissued common stock for $25,000 cash
(or $.05 per share).
24
<PAGE>
EXCEL PUBLISHING, INC.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 3 - INCOME TAXES
The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standards No. 109 "Accounting
for Income Taxes". FASB 109 requires the Company to provide a
net deferred tax asset/liability equal to the expected future tax
benefit/expense of temporary reporting differences between book
and tax accounting methods and any available operating loss or
tax credit carryforwards. At August 31, 2000, the Company has
available unused operating loss carryforwards of approximately
$27,900, which may be applied against future taxable income and
which expire in various years through 2020.
The amount of and ultimate realization of the benefits from the
operating loss carryforwards for income tax purposes is
dependent, in part, upon the tax laws in effect, the future
earnings of the Company, and other future events, the effects of
which cannot be determined. Because of the uncertainty
surrounding the realization of the loss carryforwards the Company
has established a valuation allowance equal to the tax effect of
the loss carryforwards and, therefore, no deferred tax asset has
been recognized for the loss carryforwards. The net deferred tax
assets are approximately $9,500 as of August 31, 2000 with an
offsetting valuation allowance of the same amount.
NOTE 4 - RELATED PARTY TRANSACTIONS
Management Compensation - As of August 31, 2000, the Company has
paid $17,500 in compensation to an officer/director of the
Company.
Expenses Paid By Officer- An officer of the Company advanced
$1,602 to the Company on a non-interest basis to pay costs
related to producing the Company's newsletter.
NOTE 5 - GOING CONCERN
The accompanying financial statements have been prepared in
conformity with generally accepted accounting principles, which
contemplate continuation of the Company as a going concern.
However, the Company has incurred losses since its inception and
has not yet been successful in establishing profitable
operations. These factors raise substantial doubt about the
ability of the Company to continue as a going concern. In this
regard, management is proposing to raise any necessary additional
funds not provided by operations through loans or through
additional sales of its common stock. There is no assurance that
the Company will be successful in raising this additional capital
or achieving profitable operations. The financial statements do
not include any adjustments that might result from the outcome of
these uncertainties.
25
<PAGE>
EXCEL PUBLISHING, INC.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 6 - LOSS PER SHARE
The following data shows the amounts used in computing loss per
share:
<TABLE>
<C>
From Inception on
June 7, 2000
Through
August 31,
2000
<S> ______________
Loss from continuing operations
available to common shareholders
(numerator) $ (27,855)
______________
Weighted average number of
common shares outstanding used
in computing loss per share for the period
(denominator) 10,194,805
______________
</TABLE>
NOTE 7 - SUBSEQUENT EVENT
Proposed Stock Offering - The Company is proposing to make a
public offering of 1,000,000 shares of its previously authorized
but unissued common stock. This offering is proposed to be
registered with the Security and Exchange Commission on Form SB-
2. An offering price of $.10 per share has been arbitrarily
determined by the Company. The offering will be managed by the
Company without an underwriter. The shares will be offered and
sold by an officer of the Company, who will receive no sales
commissions or other compensation in connection with the
offering, except for reimbursement of expenses actually incurred
on behalf of the Company in connection with the offering. The
sale of all 1,000,000 shares is to be made within 90 days (or 120
days if extended by the Company) of the commencement of the
offering.
26
<PAGE>
<TABLE>
<C> <C>
=============================== ===============================
Until _____________, 2000, all
dealers that effect
transactions in these
securities, whether or not $100,000
participating in this offering,
may be required to deliver a
prospectus. This is in
addition to the dealers'
obligation to deliver a Excel Publishing, Inc.
prospectus when acting as
underwriters and with respect
to their unsold allotments or
subscriptions.
1,000,000 Shares
------------------------------- Common Stock
$.001 Par Value
TABLE OF CONTENTS
-------------------------------
Prospectus Summary 2
Risk Factors 2 ---------------------
PROSPECTUS
Forward-Looking Statements 3 ---------------------
Dilution and Comparative Data 3
Use of Proceeds 5
Dermination of Offering Price 5
Capitalization 6
Description of Business 6
Plan of Operation 10
Management 11
Compensation 11
Certain Relationships and
Related Transactions 11 ___________________ 2000
Principal Stockholders 12
Description of the Securities 12
Shares Available for Future
Sale 13
Market for Common Stock 14
Plan of Distribution 14
Legal Matters 15
Experts 15
Additional Information 15 ===============================
Index to Financial Statements 16
No dealer, salesperson or other
person has been authorized to
give any information or to make
any representations 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 the Company. This
Prospectus does not constitute
an offer to sell or a
solicitation of an offer to buy
any of the securities offered
hereby to whom it is unlawful
to make such offer in any
jurisdiction. Neither the
delivery of this Prospectus nor
any sale made hereunder shall,
under any circumstances, create
any implication that
information contained herein is
correct as of any time
subsequent to the date hereof
or that there has been no
change in the affairs of the
Company since such date.
===============================
</TABLE>
27
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our company's charter provides that, to the fullest extent
that limitations on the liability of directors and officers are
permitted by the Nevada Revised Statutes, no director or officer
of the company shall have any liability to the company or its
stockholders for monetary damages. The Nevada Revised Statutes
provide that a corporation's charter may include a provision
which restricts or limits the liability of its directors or
officers to the corporation or its stockholders for money damages
except: (1) to the extent that it is provided that the person
actually received an improper benefit or profit in money,
property or services, for the amount of the benefit or profit in
money, property or services actually received, or (2) to the
extent that a judgment or other final adjudication adverse to the
person is entered in a proceeding based on a finding in the
proceeding that the person's action, or failure to act, was the
result of active and deliberate dishonesty and was material to
the cause of action adjudicated in the proceeding. The company's
charter and bylaws provide that the company shall indemnify and
advance expenses to its currently acting and its former directors
to the fullest extent permitted by the Nevada Revised Business
Corporations Act and that the company shall indemnify and advance
expenses to its officers to the same extent as its directors and
to such further extent as is consistent with law.
The charter and bylaws provide that we will indemnify our
directors and officers and may indemnify our employees or agents
to the fullest extent permitted by law against liabilities and
expenses incurred in connection with litigation in which they may
be involved because of their offices with Excel. However,
nothing in our charter or bylaws of the company protects or
indemnifies a director, officer, employee or agent against any
liability to which he would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office.
To the extent that a director has been successful in defense of
any proceeding, the Nevada Revised Statutes provide that he shall
be indemnified against reasonable expenses incurred in connection
therewith.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy and is, therefore,
unenforceable.
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the expenses in connection
with this Registration Statement. We will pay all expenses of the
offering. All of such expenses are estimates, other than the
filing fees payable to the Securities and Exchange Commission.
<TABLE>
<C> <C>
Securities and Exchange
Commission Filing Fee $ 26.40
Printing Fees and Expenses 1,000.00
Legal Fees and Expenses 15,000.00
Accounting Fees and Expenses 7,000.00
Blue Sky Fees and Expenses 1,000.00
Trustee's and Registrar's Fees 500.00
Miscellaneous 473.60
TOTAL $ 25,000.00
</TABLE>
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ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES
On June 15, 2000, we issued 10,000,000 shares to Anthony B.
Ramon in exchange for $10,000. The securities were sold in a
private transaction, without registration in reliance on the
exemption provided by Section 4(2) of the Securities Act. The
investor had a pre-existing relationship with the Company and had
access to all material information pertaining to the Company and
its financial condition. No broker was involved and no
commissions were paid in the transaction.
On August 1, 2000, we issued 500,000 shares to an individual
in exchange for $25,000 in a private transaction, without
registration in reliance on the exemption provided by Section
4(2) of the Securities Act. No broker was involved and no
commissions were paid in the transaction.
ITEM 27. EXHIBITS.
Exhibits.
<TABLE>
<C> <C> <C> <C>
Exhibit SEC Ref. Title of Document Location
No. No.
1 3.1 Articles of Incorporation Attached
1 3.2 By-laws Attached
2 5 Legal Opinion included in Exhibit 23.1 Attached
4 10 Material Contract - Eldridge Investment Management Attached
5 23.1 Consent of Lehman Walstrand & Associates Attached
6 23.2 Consent of Pritchett, Siler & Hardy, P.C. Attached
7 99.1 Escrow Agreement Attached
8 99.2 Subscription Agreement Attached
9 27 Financial Data Schedule Attached
</TABLE>
ITEM 28. UNDERTAKINGS
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
provisions described in this Registration Statement or otherwise,
we have been advised that in the opinion of the 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 the us of expenses incurred or paid by a director, officer or
controlling persons of Excel 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, we will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
The undersigned registrant 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;
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(ii) Reflect in the prospectus any facts or events
which, individually or together, represent a fundamental change
in the information in the registration statement; and
(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 bonafide offering.
(3) File a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the offering.
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SIGNATURES
In accordance with the requirements of the Securities Act of
1933, Excel Publishing, Inc., certifies that it has reasonable
ground to believe that it meets all of the requirements of filing
on Form SB-2 and authorizes this Registration Statement to be
signed on its behalf, in the City of Salt Lake, State of Utah, on
December 13, 2000.
Excel Publishing, Inc.
By: /s/ Anthony B.Ramon
--------------------
Anthony B. Ramon
President and Treasurer
Dated: December 13, 2000
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
person in the capacity and on the dates indicated.
/s/ Anthony B. Ramon
Sole Officer and Director
Dated: December 13, 2000
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