As filed with the Securities and Exchange Commission on December 5, 2000
Registration Statement No. ____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
----------------------------
SHOGUN CONSULTING, INC.
(Name of small business issuer in its charter)
Nevada 6770 88-0476813
----------------- --------------------------- -----------------
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Classification Identification
incorporation) Code Number) Number)
24841 Winterwood Drive
Lake Forest, California 92630
(714) 404-3600
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(Address and telephone number of registrant's principal
executive offices and principal place of business)
Jay A. Geier
24841 Winterwood Drive
Lake Forest, California 92630
(714) 404-3600
(Name, address and telephone number of agent for service)
COPIES TO:
Randolf W. Katz, Esq.
Bryan Cave LLP
2020 Main Street, Suite 600
Irvine, California 92614
(949) 223-7000
(949) 223-7100 (Fax Number)
Approximate date of proposed sale to the public:
As soon as practicable after the Registration Statement becomes effective.
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
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Title of Proposed
Securities Amount Offering Aggregate Amount of
Being being Price Offering Registration
Registered Registered Per Share (1) Price (1) Fee
<S> <C> <C> <C> <C>
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Common Stock,
$.001 par
value 2,250,000 $0.25 $565,500 $148.50
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</TABLE>
_________________________________________
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(a) of the Securities Act of 1933.
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that
this registration statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until the registration
statement shall become effective on such date as the Securities and
Exchange Commission, acting pursuant to said Section 8(a), may determine.
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Cross-Reference Sheet showing location in this Prospectus of information
required by items in Part 1 of Form SB-2.
<TABLE>
<CAPTION>
Form SB-2 Item Number and Caption Prospectus Caption
------------------------------------ -----------------------------
<S> <C> <C>
1. Front of the Registration Statement
and Front Cover of Prospectus Outside Front Cover Page
2. Inside Front and Outside Back Inside Front and Outside
Cover Pages of Prospectus Back Cover
3. Summary Information and Prospectus Summary;
Risk Factors Risk Factors
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Price Outside Front Cover Page;
Risk Factors
6. Dilution Not Applicable
7. Selling Security Holders Selling Stockholders
8. Plan of Distribution Plan of Distribution
9. Legal Proceedings Litigation
10. Directors, Executive Officers,
Promoters and Control Persons Management
11. Security Ownership of Certain Security Ownership of Certain
Beneficial Owners and Management Beneficial Owners and Management
12. Description of Securities Description of Our Capital
13. Interest of Named Experts and
Counsel Legal Matters; Experts
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14. Disclosure of Commission Position
of Indemnification for Securities
Act Liabilities Indemnification
15. Organization Within Last Five Years Description of Our Business
16. Description of Business Description of Our Business
17. Management's Discussion and Management's Discussion and
Analysis or Plan of Operation Analysis or Plan of Operation
18. Description of Property Description of Our Business
19. Certain Relationships and
Related Transactions Related Party Transactions
20. Market for Common Equity and Risk Factors; Selling
Related Stockholder Matters Stockholders
21. Executive Compensation Management
22. Financial Statements Financial Statements
23. Changes in and Disagreements with
Accountants on Accounting and
Financial Disclosure Not Applicable
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SUBJECT TO COMPLETION, DATED December 5, 2000
PROSPECTUS
2,250,000 SHARES OF COMMON STOCK
SHOGUN CONSULTING, INC.
Shogun Consulting, Inc. (referred to in this Prospectus as the "company,"
"we" or "us") is registering 2,250,000 shares on behalf of the selling
stockholders identified on page 17 of this Prospectus. We will not receive
any portion of the proceeds from the resale of the shares registered on
behalf of the selling stockholders. For information on the methods of sale
of the shares we are registering on behalf of the selling stockholders,
refer to the discussion under the heading "Plan of Distribution" beginning
on page 19.
There is no public market for our common stock and there can be no
assurance that a trading market will develop. We have arbitrarily
determined a price, which bears no relationship to our assets, earnings,
book value or any other established criteria of value, solely for the
purpose of calculating the registration fee for this Prospectus.
INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. PROSPECTIVE
PURCHASERS SHOULD BE PREPARED TO LOSE THEIR ENTIRE INVESTMENT. FOR A
DISCUSSION OF SOME OF THE RISKS INVOLVED, REFER TO THE DISCUSSION UNDER THE
HEADING "RISK FACTORS" BEGINNING ON PAGE 3.
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 THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is December ___, 2000.
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PROSPECTUS SUMMARY
THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY AND SHOULD BE READ IN
CONJUNCTION WITH THE DETAILED INFORMATION APPEARING ELSEWHERE IN THIS
PROSPECTUS, INCLUDING THE INFORMATION UNDER THE HEADING "RISK FACTORS"
BEGINNING ON PAGE 3 AND THE INFORMATION CONTAINED IN OUR FINANCIAL
STATEMENTS AND ACCOMPANYING NOTES.
SUMMARY We are registering 2,250,000 shares
of our common stock on behalf of the
selling stockholders identified under
the heading "Selling Stockholders"
beginning on page 17.
DESCRIPTION OF OUR BUSINESS We were incorporated in Nevada on
June 8, 1998. We are a development
stage company with no operating
history. We intend to enter into a
business combination with one or more
as yet unidentified privately held
businesses. A description of our
proposed business is set forth under
the heading "Description of Our
Business" beginning on page 8.
COMMON STOCK OUTSTANDING There are 2,250,000 shares of our
common stock issued and outstanding.
For a more detailed discussion about
our common stock, see the discussion
under the heading "Description of Our
Capital" beginning on page 16.
USE OF PROCEEDS We will not receive any proceeds from
the resale of the 2,250,000 shares we
are registering on behalf of the
selling stockholders. We received
$2,520 in gross proceeds from the
sale of the 2,250,000 shares of our
common stock to the selling
stockholders through private sale of
our common stock in 1998 and 1999.
We have been using the proceeds of the
private placement for general
corporate purposes.
RISK FACTORS A purchase of our common stock
involves a high degree of risk. You
should read and carefully consider
the information set forth under "Risk
Factors" beginning on page 3 and the
information contained elsewhere in
this Prospectus.
FORWARD LOOKING STATEMENTS The discussion in this Prospectus
contains forward-looking statements
that involve risks and uncertainties.
Actual results could differ
materially from those discussed in
this Prospectus. See "Cautionary
Statement Regarding Forward-Looking
Statements" beginning on page 6.
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SELECTED FINANCIAL INFORMATION We are in the development stage and
have not commenced operations. The
following financial summary should be
read in conjunction with the
financial statements as of
September 30, 2000, and accompanying
notes appearing elsewhere in this
Prospectus.
Financial Summary
as of September 30, 2000
Cash $-0-
Total Assets $-0-
Total Liabilities $-0-
Stockholders' Equity $-0-
RISK FACTORS
YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING FACTORS AND THE OTHER
INFORMATION CONTAINED IN THIS PROSPECTUS BEFORE PURCHASING OUR COMMON
STOCK. AN INVESTMENT IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK
AND MAY NOT BE APPROPRIATE FOR INVESTORS WHO CANNOT AFFORD TO LOSE THEIR
ENTIRE INVESTMENT.
WE HAVE NO OPERATION HISTORY AND CANNOT PROVIDE ANY ASSURANCE OF SUCCESS OR
PROFITABILITY.
We were recently organized and therefore face all of the risks
inherent in a new business and those risks specifically inherent in the
investigation and acquisition of or involvement in a new business
opportunity. You should regard the purchase of our common stock as placing
funds at a high risk in a new or "start-up" venture with all of the
unforeseen costs, expenses, problems and difficulties to which such
ventures are subject. We have no plans, proposals or understandings with
respect to any possible business combination or opportunity. We have not
adopted any specific standards for an acquisition. We cannot provide any
assurance that we will be able to acquire a favorable business opportunity
and we have identified none to date. In addition, even if we become
engaged in a new business opportunity, we cannot provide any assurance that
we will be able to generate revenues or profits or have the financial
ability to support the new business opportunity. You should expect that
any target business will present a level of risk such that conventional
private or public offerings of securities or conventional bank financing
would not be available.
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WE ARE DEPENDENT ON OUR MANAGEMENT.
We are heavily dependent upon the skills, talents and abilities of our
management, particularly since our management will be primarily responsible
for the decisions concerning which business opportunity to acquire or in
which to participate. Notwithstanding such dependence, our management only
serves us on a part-time basis and has only extremely limited previous
experience in seeking, investigating and acquiring or entering into
business opportunities and in the management of these businesses.
IT WILL BE IMPRACTICAL FOR US TO CONDUCT EXHAUSTIVE INVESTIGATION OF
POTENTIAL BUSINESS OPPORTUNITIES.
Our limited funds and the lack of full-time management will likely
make it impracticable to conduct a complete and exhaustive investigation
and analysis of a business opportunity before we commit our limited capital
or other resources to such business opportunity. Therefore, management
decisions will likely be made without detailed feasibility studies,
independent analysis, market surveys and the like which, if we had more
funds available to us, would be desirable. We will be particularly
dependent in making decisions upon information provided by the promoter,
owner, sponsor or others associated with the business opportunity seeking
our participation as well as outside advisors, such as technical experts,
appraisers, accountants and attorneys. Presently, we do not have any
specific advisors in mind.
WE MAY INCUR ACQUISITION EXPENSES THAT ARE NOT RECOVERABLE.
We anticipate that the investigation of specific business
opportunities and the negotiation, drafting and execution of relevant
agreements, disclosure documents and other instruments will require
substantial management time and attention and substantial costs for
accountants, attorneys and others. If we decide not to participate in a
specific business opportunity, the costs incurred in the related
investigation would not be recoverable. Furthermore, even if we reach an
agreement for the participation in a specific business opportunity, the
failure to consummate that transaction may result in a loss of the related
costs incurred.
CONFLICTS OF INTEREST MAY ARISE WITH OUR MANAGEMENT.
Our officers and directors are currently employed in other positions,
and will devote only a portion (that amount necessary in management's
opinion to accomplish our objectives) of their time to our business
affairs. In addition, in the face of competing demands for their time, we
anticipate that the officers and directors may grant priority to their
full-time positions. We do not have any employment agreement with our
management, and we cannot provide any assurance that any person named in
this Prospectus as a member of our management will manage us in the future.
Conflicts of interest may exist between our management and us, and
conflicts may develop in the future. Although our management will attempt
to resolve any conflict as fairly as possible, there is no assurance that
this will be the case.
OUR EXPOSURE TO LOSSES MAY BE INCREASED THROUGH LEVERAGED TRANSACTIONS.
Any acquisition of a business opportunity may be leveraged, i.e., we
may finance the acquisition of the business opportunity by borrowing on the
assets of the business opportunity to be acquired and perhaps on the
projected future revenues or profitability of the business opportunity.
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This practice could increase our exposure to larger losses. A business
opportunity acquired through a leveraged transaction will be profitable
only if it generates enough revenues to cover the related debt and
expenses. Failure to make payments on the debt incurred to purchase the
business opportunity could result in the loss of a portion or all of the
assets acquired. We cannot provide any assurance that any business
opportunity acquired through a leveraged transaction will generate
sufficient revenues to cover the related debt and expenses.
WE MAY NEED ADDITIONAL FINANCING.
The funds available to us may not be adequate for us to take advantage
of any available business opportunities. Even if we do have sufficient
funds to acquire an interest in a business opportunity, it is likely that
we will not have sufficient capital to exploit fully such opportunity.
Therefore, our ultimate success may depend upon our ability to raise
additional capital. Our management has not investigated the current
availability, source or terms of acquiring additional capital and will not
do so until it has determined a need for such financing. If additional
capital is needed, we cannot provide any assurance that required funds will
be available from any source or, if available, that it can be obtained on
terms acceptable to us. If not available, we may need to limit our
operations to those that can be financed with our limited capital.
WE ARE SUBJECT TO INTENSE COMPETITION.
The search for potentially profitable business opportunities is
intensely competitive. It is likely that in seeking business
opportunities, we will compete with firms which have substantially greater
financial and management resources and capabilities than we do. It is also
likely that such competitive conditions will be characteristic of any
industry in which we are engaged after taking advantage of any business
opportunity.
WE MAY BE SUBJECT TO THE "INVESTMENT COMPANY" AND "INVESTMENT ADVISER"
RULES.
We are not registered as an "investment company" under the Investment
Company Act of 1940, and do not believe that such registration is required.
Neither we nor our officers or directors are registered as an "investment
adviser" under the Investment Advisers Act of 1940, nor do we believe that
such registration is required. We will endeavor to conduct our activities
in order to avoid these classifications. We cannot provide any assurance,
however, that we can avoid these classifications. Efforts to avoid
classifications may be time-consuming and costly.
WE MAY BE SUBJECT TO THE PENNY STOCK RULES.
As our common stock is not listed on certain national securities
exchanges or Nasdaq Stock Market, Inc. and the price at which we expect our
common stock to be initially quoted to be below $5.00, it is likely that
resales of our common stock will be subject to the requirements of the
penny stock rules. The Securities and Exchange Commission (the
"Commission") has adopted rules that regulate broker-dealer practices in
connection with transactions in "penny stocks." Penny stocks generally are
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equity securities with a price of less than $5.00 (other than securities
listed on certain national securities exchanges or quoted on the Nasdaq
system, provided by the exhcange or system). The penny stock rules require
a broker-dealer to deliver a standardized risk disclosure document prepared
by the Commission, to provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and
its salesperson in the transaction, monthly account statements showing the
market value of each penny stock held in the customer's account, to make a
special written determination that the penny stock is suitable investment
for the purchaser and receive the purchaser's written agreement to the
transaction. These disclosure requirements may have the effect of reducing
the level of trading activity in the market. As our common stock will
likely be subject to the penny stock rules, investors may find it more
difficult to sell our common stock.
WE MAY EXPERIENCE A CHANGE IN CONTROL IN THE COMPANY AND IN OUR MANAGEMENT.
Any option that we may choose to pursue will be based upon a business
combination or joint venture, which in all likelihood would result in the
issuance of additional securities. Our issuance of previously unissued
common stock would result in substantial dilution to our present and
prospective stockholders and may also necessarily result in a change in
control of our management.
WE DO NOT ANTICIPATE PAYING ANY DIVIDENDS.
We have not paid any dividends and, by reason of our present financial
status and our contemplated financial requirements, do not anticipate
paying any dividends upon our common stock in the foreseeable future.
WE CANNOT GUARANTEE THE ESTABLISHMENT OF A TRADING MARKET FOR OUR COMMON
STOCK.
Prior to the date of this Prospectus, there has been no public market
for our common stock. We cannot provide you with any assurance that an
orderly trading market will develop or, if it does develop, that it will
sustained. We have not entered into any relationship with any broker-
dealer to establish any public market for our common stock. We do not have
any basis to determine the price that our common stock will trade, if it
trades at all. Accordingly, if you purchase any of our shares of common
stock, you may not be able to sell it when you want for the price you want.
CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING STATEMENTS
This Prospectus contains certain forward-looking statements and
information relating to us which are based on the beliefs of our management
as well as assumptions made by and information currently available to our
management. When used in this Prospectus, the words "anticipate,"
"believe," "estimate," "expect," "intend," "plan," and similar expressions,
as they relate to us or our management, are intended to identify
forward-looking statements. These statements reflect our management's
current view with respect to future events and are subject to certain risks
and uncertainties. In particular, should we fail to acquire an operating
company which ultimately is successful, or should we fail in the
alternative to raise funding to originate a business, or should any such
business originated fail, it is unlikely that our common stock will have
any value or that any benefits will flow from ownership of our stock. Our
common stock should be viewed at this time as a high risk investment, and
you should not invest in our stock unless you are able to comfortably
afford the loss of the entire sum invested. We do not intend to update
these forward-looking statements.
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USE OF PROCEEDS
We will not receive any proceeds from the sale of the common stock
offered pursuant to this Prospectus from the selling stockholders.
CAPITALIZATION
The following table sets forth the capitalization of the company on
September 30, 2000.
Authorized Outstanding
Common Stock 100,000,000 2,250,000
$.001 par value $ 2,250
Paid in Capital $ 538
Accumulated Deficit $(2,788)
Total Stockholders' equity $ -0-
DIVIDEND POLICY
We have never paid cash dividends on our common stock. For the
foreseeable future, we anticipate that we will retain our earnings, if any,
for the use in financing future growth, and do not presently anticipate
paying cash dividends to the holders of our common stock.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION
BACKGROUND
Since our incorporation on June 8, 1998, we have conducted no business
activity other than organizational activities. We were organized for the
purpose of creating a corporate vehicle to seek, investigate, and, if such
investigation warrants, acquire an interest in business opportunities
presented to us by persons or firms who or which seek the perceived
advantage of a publicly held corporation. Upon completion of this
offering, we intend to seek a business combination. We hope to consummate
an acquisition within twelve months from the date of this Prospectus.
RESULTS OF OPERATION
From inception to September 30, 2000, we have had no revenues.
Expenses to date have related primarily to miscellaneous filing fees,
accounting fees and legal fees.
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CAPITAL RESOURCES
As of September 30, 2000, we had no assets, including any cash. We
have no long term or short term liabilities. We have no commitment for any
capital expenditures and foresee none. However, we will incur routine fees
and expenses incident to our reporting duties as a public company and
continue to incur operating costs, including professional fees payable to
attorneys and accountants, for which our cash balance will be used. In
regard to a proposed acquisition, we intend to require the target company
to deposit with us retainer which we can use to defray such professional
fees and costs. In this way, we could avoid the need to raise funds for
such expenses or becoming indebted to such professionals. Moreover,
investigation of business ventures for potential acquisition will involve
some costs, including travel, lodging, postage and long-distance telephone
charges. Our management hopes, once a candidate business venture is deemed
to be appealing, to likewise secure a deposit from the business venture to
defray expenses of further investigation, such as air travel and lodging
expenses. An otherwise desirable business venture may, however, decline to
post such a deposit. In this event, such expenses can only be covered if
our affiliates loan or contribute the necessary capital or if we are
otherwise able to raise funds from third parties. We cannot provide any
assurance, however, that such additional funding will be obtained.
DESCRIPTION OF OUR BUSINESS
GENERAL
We were incorporated under the laws of the State of Nevada on June 8,
1998. We are a development stage company with no operating history.
We intend to enter into a business combination with one or more as yet
unidentified privately held businesses, or alternatively, raise funds to
originate a business. Our management believes that we will be attractive
to privately held companies interested in becoming publicly traded by means
of a business combination with us, without offering their own securities to
the public. We intend to pursue negotiations with qualified candidates
regarding a business combination.
We have no significant assets or liabilities. We do not own or lease
any real estate or other properties. Our offices are located at 24841
Winterwood Drive, Lake Forest, California 92630, which is being provided at
no charge. This arrangement will continue until we complete an acquisition
of an operating business or raise funding to originate a business.
PRE-COMBINATION ACTIVITIES
We intend to pursue negotiations with qualified candidates toward a
business combination after effectiveness of this Registration Statement.
The term "business combination" (or "combination") means the result of (i)
a statutory merger or consolidation involving the company and a privately
held business, (ii) the exchange of our securities for the assets or
outstanding equity securities of a privately held business, (iii) the
merger or consolidation of a privately held business into or with a wholly
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owned subsidiary of the company formed for that purpose, (iv) the sale of
our securities for cash or other value to a business entity or individual,
and (v) similar transactions. It is not likely that any proposed
combination will be subject to the approval of our stockholders. Pending
negotiation and consummation of a combination, we anticipate that we will
have no business activities or sources of revenues and will incur no
significant expenses or liabilities other than expenses related to this
Registration Statement or to the negotiation of a combination.
We will not be restricted in our search for business combination
candidates to any particular geographical area, industry or industry
segment, and may enter into a combination with a private business engaged
in any line of business, including service, finance, mining, manufacturing,
real estate, oil and gas, distribution, transportation, medical,
communications, high technology, biotechnology or any other. Our
management's discretion is, as a practical matter, unlimited in the
selection of a combination candidate. Our search generally will be directed
toward small to medium-sized companies. Our management will seek
combination candidates in the United States and other countries, as
available time permits, through existing associations and by word of mouth.
We also may employ the services of business brokers or other
intermediaries.
We have not entered into any agreement or understanding of any kind
with any person regarding a business combination. We cannot provide any
assurance that we will be successful in locating a suitable combination
candidate or in concluding a business combination on terms acceptable to
us. Our management has not established a time limitation by the expiration
of which we must consummate a suitable combination; however, if we are
unable to consummate a suitable combination within a reasonable period,
such period to be determined at the discretion of our management, our
management may recommend our liquidation and dissolution.
We will participate in a business combination only after the
negotiation and execution of a written agreement. Although the terms of
any such agreement cannot be predicted, such agreements generally provide
for representations and warranties by the various parties involved,
conditions of closing, post-closing covenants and restrictions, reciprocal
indemnities, remedies upon default and other terms. As a general matter,
our management anticipates that we will enter into a letter of intent with
the management, principals or owners of a prospective combination
candidate. Such a letter of intent will set forth the terms of the
proposed acquisition but will not bind us to consummate it. Execution of a
letter of intent will by no means indicate that consummation of a
combination is probable. We will not be bound unless and until we execute
a definitive agreement concerning the combination, as described in this
paragraph, and then only if we have no contractual right to terminate the
agreement on specified grounds.
COMBINATION SUITABILITY STANDARDS
We will generally seek to avoid companies whose business appears to be
fad-oriented or otherwise incapable of sustained long-term growth. In
seeking combination candidates, our management anticipates that the most
desirable combination candidates will possess the following attributes:
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- Strong operating revenues, or be in the process of launching a
business where contracts, purchase orders or other existing
relationships are expected to generate strong revenues.
- Experienced management in place or ready to joint the management
team.
Our management also may consider any or all of the following factors,
among other possible factors, no one of which will be determinative:
- If the candidate is an operating company, its financial track
record.
- The candidate's economic prospects, such as potential for
significant growth in revenues and earnings, proprietary
technology and rights, strength of marketing concept and
size of potential market.
- The candidate's capital requirements in light of its access to
expansion capital.
- Special risks associated with the candidate and its industry or
industry segment.
- Perceived desirability of the candidate (or its industry or
industry segment) or its product(s) to investors and
investment bankers in the public capital markets.
- Current and potential future competition.
Prior to consummation of any combination (other than a mere sale of
controlling interest in our outstanding stock), we will require that the
business to be combined provide us not less than an audited balance sheet
as of the most recent fiscal year end and statements of operations, cash
flows and changes in stockholders' equity for the two most recent fiscal
years, audited by certified public accountants acceptable to our
management. Such financial statements must be adequate to satisfy our
reporting obligations under Section 15(d) or 13 of the Exchange Act of
1934, as amended ("Exchange Act").
POST-COMBINATION ACTIVITIES
Following consummation of a combination, we anticipate that our
control will change as a result of the issuance of additional common stock
to the stockholders of the business(es) acquired in the combination. Once
such control has been assumed, it is likely that the new controlling
stockholders will call a meeting for the purpose of replacing our incumbent
directors with candidates of their own, and that the new directors will
then replace our incumbent officers with their own nominees. Current
management expects that it will not object to such replacements when duly
made.
We will file a Current Report on Form 8-K with the Commission which
discloses, among other things, the date and manner of the combination, the
assets and consideration involved, the identity of the person or persons
from whom the assets or other property was acquired, changes in management
and biographies of the new officers and directors, principal stockholders
following the combination, and will provide the required financial
statements.
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POTENTIAL INSIDER SALES OF STOCK
None of our officers, directors or affiliates currently has any
intention of selling shares of our common stock owned by them to any person
in connection with any business opportunity acquired by the company.
However, no law, rule or regulation, and no bylaw or charter provision
prevents any such persons from thus actively negotiating or consummating
such a sale of their shares. Our stockholders will not be afforded any
opportunity to review or approve any buyout of shares held by an officer,
director or other affiliate, should such a buyout occur, and stockholders
generally will not be afforded a similar opportunity to sell shares in
connection with such a transaction.
USE OF CONSULTANTS
We have had no discussions, and have entered into no agreements or
understandings, with any consultant. Our officers and directors have not
in the past used any particular consultant(s) on a regular basis and have
no plan to recommend that any particular consultant(s) be engaged on any
basis. No particular criteria regarding experience, services, term of
service, or the like has been considered or developed regarding the
engagement of consultant(s). While we currently have no plans to hire or
engage consultant(s) and our management believes that a desirable business
opportunity can be located and acquired by management, it is possible that
our management will find it necessary to hire or pay consultants on some
basis in relation to an acquisition, as discussed in the following
paragraph.
ACQUISITION-RELATED COMPENSATION
It is possible that compensation in the form of our common stock,
options, warrants or other securities, cash or any combination thereof, may
be paid to various persons in connection with an acquisition. Such persons
may include our officers, directors and promoters and any of their
respective affiliates, finders, consultants or other persons. Any payments
of cash would be made by the business acquired or persons affiliated or
associated with it, since we have limited cash. It is possible that the
payment of such compensation may become a factor in any negotiations for
our acquisition of a business opportunity. Any such negotiations and
compensation may present conflicts of interest between the interests of
persons seeking compensation and those of our stockholders, and there is no
assurance that any such conflicts will be resolved in favor of our
stockholders.
POSSIBLE ORIGINATION OF A BUSINESS
Our management has left open the possibility that, instead of seeking
a business combination, we may instead raise funding in order to originate
an operating business, which may be in any industry or line of business,
and could involve the origination of a start-up business, purchase and
development of a business already originated by third parties, joint
venture of a new or existing business, or take any other lawful form. It
is also possible that we may engage in one or more combinations, as
discussed above, and originate a business in addition. Our management has
the widest possible discretion in choosing a business direction for us.
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<PAGE>
Any funds needed to originate and develop a business would almost
certainly be raised from the sale of our securities, since we lack the
creditworthiness to obtain a loan. Our management does not believe that
our principal stockholders, directors or officers would be willing to
guarantee any debt taken on, and obtaining a loan without personal
guarantees is unlikely. Capital could possibly be raised from the sale of
debt instruments convertible into common stock upon the occurrence of
certain defined events, but no such funding has been offered. We have no
current plans to offer or sell our securities, but would be agreeable do so
if a worthy business opportunity presented itself and adequate funding then
appeared to be available.
STATE SECURITIES LAW CONSIDERATIONS
Section 18 of the Securities Act of 1933, as amended ("Securities
Act") provides that no law, rule, regulation, order or administrative
action of any state may require registration or qualification of securities
or securities transactions with respect to a "covered security." The term
"covered security" is defined in Section 18 to include, among other things,
transactions that are exempt from registration under the Securities Act
pursuant to Section 4(l), which exempts transactions by "any person not an
issuer, underwriter or dealer," (that is, secondary resales, such as market
trades) provided the issuer of the security files reports with the
Commission pursuant to Section 13 or 15(d) of the Exchange Act and is
timely in those filings. In other words, Section 18 defines a covered
security to include market trades and other secondary transactions by
stockholders in outstanding securities, provided the issuer is a reporting
company.
While subparagraph (c) of Section 18 as amended preserves the
authority of the states to require certain limited notice filings and to
collect fees as to certain categories of covered securities (including
Section 4(l) secondary transactions in the securities of reporting
companies), a state may not "directly or indirectly prohibit, limit, or
impose conditions based on the merits of such offering or issuer, upon the
offer or sale of any (covered) security." This provision prohibits state
registration or qualification requirements, other than requiring certain
limited notice filings, of trading in the securities of blank check
companies which are SEC reporting companies. We intend to comply with any
such state limited notice filings as appropriate.
NO INVESTMENT COMPANY ACT REGULATION
Prior to completing a combination, we will not engage in the business
of investing or reinvesting in, or owning, holding or trading in
securities, or otherwise engaging in activities which would cause it to be
classified as an "investment company" under the 1940 Act. To avoid
becoming an investment company, not more than 40% of the value of our
assets (excluding government securities and cash and cash equivalents) may
consist of "investment securities," which is defined to include all
securities other than U.S. government securities and securities of
majority-owned subsidiaries. Because we will not own less than a majority
of any assets or business acquired, we do not expect to be regulated as an
investment company. We will not pursue any combination unless it will
result in us owning at least a majority interest in the business acquired.
12
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<PAGE>
<PAGE>
COMPETITION
We will be in direct competition with many entities in our efforts to
locate suitable business opportunities. Included in the competition will
be business development companies, venture capital partnerships and
corporations, small business investment companies, venture capital
affiliates of industrial and financial companies, broker-dealers and
investment bankers, management and management consultant firms and private
individual investors. Most of these entities will possess greater
financial resources and will be able to assume greater risks than those
which we, with our limited capital, could consider. Many of these
competing entities will also possess significantly greater experience and
contacts than our management. Moreover, we also will be competing with
numerous small public shell companies for such opportunities.
EMPLOYEES
Our only employees are our officers, none of whom is a full-time
employee of ours. We do not expect that we will have or need additional
employees except as a result of completing a combination.
CONFLICTS OF INTEREST
Certain of our officers and directors are affiliated with other
companies having a similar business plan to that of us which may compete
directly or indirectly with us for combination candidates ("affiliated
companies"). We have not identified a specific business area, industry or
industry segment in which we will seek combination candidates. We have
made a determination that we will not concentrate our search for
combination candidates in any particular business, industry or industry
segment, since any such concentration is potentially limiting and confers
no advantage to us. Certain specific conflicts of interest may include
those discussed below.
- The interests of any affiliated companies from time to time may
be inconsistent in some respects with our interests. The nature
of these conflicts of interest may vary. There may be
circumstances in which an affiliated company may take advantage
of an opportunity that might be suitable for us. Although there
can be no assurance that conflicts of interest will not arise or
that resolutions of any such conflicts will be made in a manner
most favorable to us and our stockholders, our officers and
directors have a fiduciary responsibility to us and our
stockholders and, therefore, must adhere to a standard of good
faith and integrity in their dealings with and for us and our
stockholders.
- Our officers and directors serve as officers and/or directors of
one or more affiliated companies and may serve as officers and
directors of other affiliated companies in the future. Our
officers and directors are required to devote only so much of
their time to our affairs as they deem appropriate, in their
discretion. As a result, our officers and directors may have
conflicts of interest in allocating their management time,
services, and functions among us and any current and future
affiliated companies which they may serve, as well as any other
business ventures in which they are or may become involved.
13
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<PAGE>
<PAGE>
- The affiliated companies may compete directly or indirectly with
us for the acquisition of available, desirable combination
candidates. Such conflicts are not expected to be resolved
through arm's-length negotiation, but rather in the discretion of
our management members. While any such resolution will be made
with due regard to the fiduciary duty owed to us and our
stockholders, there can be no assurance that all potential
conflicts can be resolved in a manner most favorable to us as if
no conflicts existed. Members of our management who also are
members of management of another affiliated company will also owe
the same fiduciary duty to the stockholders of each such
affiliated company. Absent factors unique to us or an affiliated
company which make it more or less desirable to a potential
combination candidate (such as age, name, capitalization, state
of domicile, etc.), our management expects that in the event of a
direct conflict, any combination candidate will be presented to
us and any applicable affiliated companies in the order they were
organized.
As a practical matter, such potential conflicts could be alleviated
only if each previously or contemporaneously formed affiliated company
either is not seeking a combination candidate, has already identified a
combination candidate, is seeking a combination candidate in a specifically
identified business area, or is seeking a combination candidate that would
not otherwise meet our selection criteria. In general, we will be given
priority over subsequently formed affiliated companies with regard to its
initial acquisition of a combination candidate, assuming that it meets our
investment criteria. It is likely, however, that our combination criteria
and that of any affiliated companies are virtually identical as a practical
matter and that this will remain true. In the final analysis, we and our
stockholders ultimately must rely on the fiduciary responsibility owed by
our officers and directors.
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
The following sets forth the names of our directors and executive
officers. Our directors are elected annually by the stockholders and the
officers are appointed annually by the Board of Directors.
NAME AGE POSITION
Jay A. Geier 42 President, Director,
Chairmain of the Board
David S. Archer 36 Secretary, Director
Ronald W. Shepston 52 Treasurer, Director
14
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<PAGE>
<PAGE>
JAY A. GEIER
Since inception, Mr. Geier has been our President, Director, and
Chairman of the Board of Directors. For more than five years, Mr. Geier
has been an independent business consultant for public and private
companies (both within the United States and internationally) in marketing,
manufacturing, hospitality, and information systems. Mr. Geier is
currently a private business consultant and is presently employed at Primal
Solutions, Inc. in an Administrative capacity. Mr. Geier received his B.S.
with honors from Purdue University, West Lafayette, Indiana, in 1979.
DAVID S. ARCHER
Since inception, Mr. Archer has been our Secretary and Director.
Since May 1999, Mr. Archer has been employed as Director of Finance for
Pacific Care Dental and Vision. His responsibilities include financial
strategies planning, merger and acquisition analysis, and monthly financial
reporting. Prior to joining Pacific Care, Mr. Archer spent over eight
years with Bank of America NT CSA in such capacities as Project Consultant,
Manager of Financial Planning and Reporting, and Acquisition Manager. Mr.
Archer graduated from Southern California College in 1987 with a Bachelors
Degree in Business Administration with an emphasis in Finance and
Accounting.
RONALD W. SHEPSTON
Since inception, Mr. Shepston has been our Treasurer and Director.
Since September 1995, Mr. Shepston has been employed by Comforce, Inc., as
a System Test and Integration Engineer. Prior to joining Commerce,
commencing in November 1990, he was employed by Hughes Avicom
International, Inc., as a Systems Engineer. Mr. Shepston received his
B.S.E.E. from the University of Illinois, Urbana Campus, in 1975.
We do not anticipate the hiring of any additional administrative
personnel so long as we are seeking and evaluating business opportunities.
The need for employees will be addressed in connection with the decision
whether to acquire or participate in a specific business opportunity.
REMUNERATION
Our officers and directors are currently not receiving any direct
remuneration from us; however, they are reimbursed for out-of-pocket
expenses incurred on our behalf. No plans or determination has been made
as to remuneration, if any, upon consummation of an acquisition.
15
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<PAGE>
<PAGE>
RELATED PARTY TRANSACTIONS
There have been no transactions or series of transactions, nor are
there any currently proposed transactions or series of transactions, to
which we are a party, in which the amount of the transaction exceeds
$60,000, and which, to our knowledge, any director, executive officer,
nominee, five percent or greater stockholder, or any member of the
immediate family of any of the foregoing persons, have or will have any
direct or indirect material interest.
DESCRIPTION OF OUR CAPITAL
Our authorized capital stock consists of 100,000,000 shares of common
stock, $.001 par value per share, of which 2,250,000 shares are issued and
outstanding. The outstanding common stock is fully-paid and nonassessable.
The following is a summary of certain terms and rights of the
common stock:
- Dividends may be paid on the common stock, as and when
declared by the Board of Directors out of funds legally
available for distribution as a dividend. Any dividends may
be paid in cash, property or shares of the common stock.
Any dividends will be subject to the discretion of our Board
of Directors and would depend upon, among other things, our
future earnings, our operating and financial condition, our
capital requirements, and general business conditions.
- The holders of common stock are entitled to one vote per
share in the election of directors and in respect of other
matters submitted to stockholders for vote. The holders of
common stock do not have cumulative voting rights. The
absence of cumulative voting means that the holders of more
than 50% of the shares voting for the election of directors
can elect all directors if they choose to do so. In such
event, the holders of the remaining shares of common stock
will not be entitled to elect any director. The Board of
Directors shall be elected each year to a one-year term. A
majority of the shares entitled to vote, represented in
person or by proxy, constitutes a quorum at a meeting of
stockholders.
- Upon liquidation, the holders of the common stock are
entitled to receive all assets of the Company available for
distribution to stockholders. Distributions upon
liquidation are required to be mad pro rata in accordance
with their holdings.
- The common stock has no preemptive or conversion rights,
redemptive provisions or sinking fund provisions, and are
not liable to further call or assessment.
16
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<PAGE>
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth certain information, as of November 30,
2000, with respect to the number of shares of common stock owned by the
selling stockholders named below. As used in this Prospectus, "selling
stockholders" includes the pledgees, donees, transferees, or others who may
later hold the selling stockholders' interests. The common stock is being
registered to permit public secondary trading of the shares.
The common stock being offered by the selling stockholders was
acquired from us pursuant to private placement of our common stock to our
officers and directors in December 1998 and to unaffiliated investors in
December 1998 and the first quarter of 1999. The shares of common stock
were issued pursuant to an exemption from the registration requirements of
the Securities Act. The selling stockholders represented to us that they
were accredited investors and were acquiring our common stock for
investment and with no present intention of distributing the common stock.
We agreed to file a registration statement covering the common stock
received by the selling stockholders.
Each selling stockholder person named below is the sole beneficial
owner of the shares and has sole investment and voting power of such
shares. No stockholder has any option, warrant or other right to acquire
additional securities from us.
The common stock covered by this Prospectus may be offered from time
to time by the selling stockholders named below:
<TABLE>
<CAPTION> Number of Number
Shares of Shares Number of
Owned Prior Registered Shares Owned
Selling to this in this After this
Stockholders Offering Offering Offering
--------------------------- ------------- ------------- -------------
<S> <C> <C> <C>
Carlos Arguila 5,000 5,000 0
David S. Archer (1) 50,000 50,000 0
Marvin Ash 5,000 5,000 0
Bill Barrett 5,000 5,000 0
Ed Bigby 5,000 5,000 0
Rich Bourne 5,000 5,000 0
David Carter 5,000 5,000 0
Myrna Cobalis 5,000 5,000 0
Roland Cobalis 5,000 5,000 0
Jeanne Corbalis 5,000 5,000 0
M. Channing De Voueriox 5,000 5,000 0
Ted Elser 5,000 5,000 0
Renan J. Encamacion 5,000 5,000 0
Melissa J. Fain 5,000 5,000 0
17
</Page>
<PAGE>
Kristin Gage 5,000 5,000 0
Jay A. Geier (1) 2,000,000 2,000,000 0
Tim W. Hite 5,000 5,000 0
Jill M. Jones 5,000 5,000 0
Tuomas Ketola 5,000 5,000 0
Jan Koltai 5,000 5,000 0
Tamara Lovere 5,000 5,000 0
Rick Maestas 5,000 5,000 0
Richard Martin 5,000 5,000 0
Jack Norberg 5,000 5,000 0
Donald O'Brien 5,000 5,000 0
Donald Reedy 5,000 5,000 0
Jennifer Roy 5,000 5,000 0
Mark Royster 5,000 5,000 0
Stewart Schwab 5,000 5,000 0
Ronald W. Shepston (1) 50,000 50,000 0
Roger Smith 5,000 5,000 0
Steve Sparks 5,000 5,000 0
Jody Stoltenberg 5,000 5,000 0
--------------------------------------------
Total 2,250,000 2,250,000 0
---------------------------------
</TABLE>
(1) Jay A. Geier, David S. Archer and Ronald W. Shepston, are each a
director and executor officer of the Company. See discussion under
"Management" in this Prospectus.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information with respect to the
beneficial ownership of our common stock as of November 30, 2000, by (a)
each person known to be the beneficial owner of more than 5% of our
outstanding common stock, (b) our directors and executive officers, and (c)
our directors and executive officers as a group.
18
</Page>
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Number of Percentage of
Beneficial Owners Shares Owned Shares Owned
---------------------------- ------------- --------------
<S> <C> <C>
Jay A. Geier (1)
5234 Michelson Drive #23D
Irvine, California 92612 2,000,000 88.89%
David S. Archer (1)
2 Via Tronido
RSM, California 92688 50,000 2.22%
Ronald W. Shepston (1)
P.O. Box 233
Silverado Cannyon,
California 92676 50,000 2.22%
All directors and officers as
a group (3 persons) 2,100,000 93.33%
____________________________
(1) Jay A. Geier, David S. Archer, and Ronald W. Shepston are each a
director and executor officer of the Company. See discussion under
"Management" in this Prospectus.
CHANGE IN CONTROL
Our management does not currently anticipate any change in control in
our management unless and until a combination is completed.
PLAN OF DISTRIBUTION
We are registering 2,250,000 shares of common stock covered by this
Prospectus on behalf of the selling stockholders. We will pay the costs
and fees of registering the common stock, but the selling stockholders will
pay any brokerage commissions, discounts or other expenses relating to the
sale of the common stock.
The selling stockholders may sell the common stock in the over-the-
counter market or otherwise, at market prices prevailing at the time of
sale, at prices related to the prevailing market prices, or at negotiated
prices. In addition, the selling stockholders may sell some or all of
their common stock through:
- a block trade in which a broker-dealer may resell a portion
of the block, as principal, in order to facilitate the
transaction;
- purchases by a broker-dealer, as principal, and resale by
the broker-dealer for its account; or
- ordinary brokerage transactions and transactions in which a
broker solicits purchasers.
When selling the common stock, the selling stockholders may enter into
hedging transactions. For example, the selling stockholders may:
19
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<PAGE>
<PAGE>
- enter into transactions involving short sales of the common
stock by broker-dealers;
- sell common stock short themselves and redeliver such shares
to close out their short positions;
- enter into option or other types of transactions that
require the selling security holder to deliver common stock
to a broker-dealer, who will then resell or transfer the
common stock under this Prospectus; or
- loan or pledge the common stock to a broker-dealer, who may
sell the loaned shares or, in the event of default, sell the
pledged shares.
The selling stockholders may negotiate and pay broker-dealer
commissions, discounts, or concessions for their services. Broker-dealers
engaged by the selling stockholders may allow other broker-dealers to
participate in resales. However, the selling stockholders and any broker-
dealers involved in the sale or resale of the common stock may qualify as
"underwriters" within the meaning of Section 2(a)(11) of the Securities
Act. In addition, the broker-dealers' commissions, discounts, or
concessions may qualify as underwriters' compensation under the Securities
Act. If the selling stockholders qualify as "underwriters," they will be
subject to the prospectus delivery requirements of Section 5(b)(2) of the
Securities Act.
In addition to selling their common stock under this Prospectus, the
selling stockholders may:
- agree to indemnify any broker-dealer or agent against
certain liabilities related to the selling of the common
stock, including liabilities arising under the Securities
Act;
- transfer their common stock in other ways not involving
market makers or established trading markets, including
directly by gift, distribution, or other transfer; or
- sell their common stock under Rule 144 of the Securities
Act, rather than under this Prospectus, if the transaction
meets the requirements of Rule 144.
LITIGATION
There are no material legal proceeds of any nature pending against us
and to our knowledge, no such proceedings are contemplated. We are not a
party to any litigation.
20
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<PAGE>
LEGAL MATTERS
Bryan Cave LLP, Irvine, California, represented us in connection with
this offering.
EXPERTS
Michael Johnson & Company LLC audited our financial statements as of
December 31, 1999. We incorporate by reference those financial statements
in this Prospectus with the permission of Michael Johnson & Company LLC and
rely on Michael Johnson & Company LLC's reports given upon their authority
as experts in accounting and auditing.
INDEMNIFICATION
As permitted by Section 78.751 of the Nevada General Corporation Law,
our Articles of Incorporation provide for the indemnification by us of each
our directors to the fullest extent permitted by Nevada law.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to our directors, officers or controlling
persons, we have been informed that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.
REPORTS TO STOCKHOLDERS
We intend to furnish our stockholders with annual reports containing
audited financial statements. Such reports shall be issued to stockholders
subsequent to the December 31 close of our fiscal year.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549, a Registration Statement under the Securities Act relating to
the shares offered in this Prospectus. This Prospectus, which is part of
the Registration Statement, does not contain all the information set forth
in the Registration Statement. For further information with respect to us
and our common stock, we refer you to such Registration Statement and the
accompanying exhibits. The Registration Statement may be inspected without
charge at the Commission's Pacific Regional Office or on the Commission's
Internet Website at http://www.sec.gov and copies of the Registration
Statement, together with accompanying exhibits, may be obtained from the
Commission at its principal office in Washington, D.C., upon payment of the
charges prescribed by the Commission. Each statement made in this
Prospectus referring to a document filed as an exhibit to the Registration
Statement is qualified by reference to the exhibit for a complete statement
of its terms and provisions.
21
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<PAGE>
FINANCIAL STATEMENTS
SHOGUN CONSULTING, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
For June 8, 1998 (Inception) through December 31, 1999
F-1
</Page>
<PAGE>
<PAGE>
/Letterhead/
INDEPENDENT AUDITOR'S REPORT
Board of Directors
Shogun Consulting, Inc.
Irvine, CA
We have audited the accompanying balance sheets of Shogun Consulting, Inc.,
(A Development Stage Company) as of December 31, 1999 and the related
statements of operations, stockholders' equity, and cash flows for the
period June 8, 1998 (inception) through December 31, 1999. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based
on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatements. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Shogun Consulting,
Inc., as of December 31, 1999, and the results of their operations and
their cash flows for the period June 8, 1998 (inception) through December
31, 1999 in conformity with generally accepted accounting principles.
The financial statements for the period June 8, 1998 (inception) to
December 31, 1998 were audited by other accountants, whose report dated
July 27, 1999, expressed an unqualified opinion on those statements. They
have not performed any auditing procedures since that date.
Michael Johnson & Co., LLC
Denver, Colorado
October 25, 2000
F-2
</Page>
<PAGE>
SHOGUN CONSULTING, INC.
(A Development Stage Company)
Balance Sheets
</TABLE>
<TABLE>
<CAPTION>
December December
31, 1999 31, 1998
----------- -----------
<S> <C> <C>
ASSETS:
-------
Current Assets:
Cash $ - $ 2,520
----------- -----------
Total Current Assets - 2,520
TOTAL ASSETS $ - $ 2,520
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current Liabilities:
Accounts Payable $ 238 $ -
----------- -----------
Total Current Liabilities 238 -
Stockholders' Equity:
Common Stock, 100,000,000 shares at $.001
par value authorized; 2,250,000 and
2,240,000 issued and outstanding for
1999 and 1998 respective, 2,250 2,240
Paid-In Capital 300 280
Deficit accumulated during the development stage (2,788) -
----------- -----------
Total Stockholders' Equity (238) 2,520
----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ - $ 2,520
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements
F-3
</Page>
<PAGE>
SHOGUN CONSULTING, INC.
(A Development Stage Company)
Statement of Operations
June 8, 1998 (Inception) to December 31, 1999
<TABLE>
<CAPTION>
June
8, 1998
Year Ended Year Ended Inception
December December to December
31, 1999 31, 1998 31, 1999
----------- ----------- -----------
<S> <C> <C> <C>
Revenue: $ - $ - $ -
Expenses:
Legal Fees 2,788 - 2,788
----------- ----------- -----------
Net Loss $ (2,788) $ - $ (2,788)
=========== =========== ===========
Per Share Information:
Weighted average number
Of common shares outstanding 2,250,000 1,120,000
----------- -----------
Net Loss per common share $ (0.001) $ -
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements
F-4
</Page>
<PAGE>
SHOGUN CONSULTING, INC.
(A Development Stage Company)
Statement of Cash Flows
For the Years Ended
December 31, 1999 and 1998
<TABLE>
<CAPTION>
June
Year Year 8, 1998
Ended Ended (Inception)
December December to December
31, 1999 31, 1998 31, 1999
----------- ----------- -----------
<S> <C> <C> <C>
Cash Flows from Operating Activities:
Net Loss $ (2,788) $ - $ (2,788)
Adjustment to reconcile change in
net assets to net cash used by
operating activities
Increase in Accounts Payable 238 - 238
----------- ----------- -----------
Net Cash Flows Used by Operations (2,550) - (2,550)
Cash Flows from Financing Activities:
Issuance of Common Stock 30 2,520 2,550
----------- ----------- -----------
Net Cash Flows Provided by
Financing Activities 30 2,520 2,550
Net Increase (Decrease) in Cash (2,520) 2,520 -
----------- ----------- -----------
Cash at Beginning of Period 2,520 - -
----------- ----------- -----------
Cash at End of Period $ - $ 2,520 $ -
=========== =========== ===========
Supplemental Disclosures of Cash Flow
Information
Cash Paid During the Year for:
Interest $ - $ - $ -
=========== =========== ===========
Income Taxes - - -
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements
F-5
</Page>
<PAGE>
SHOGUN CONSULTING, INC.
(A Development Stage Company)
Stockholders' Equity
December 31, 1999
<TABLE>
<CAPTION>
Deficit
Common Stock Accumulated
------------ During the
Paid-In Development
# of Shares Amount Capital Stage Totals
------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance
June 8, 1998 $ - $ - $ - $ - $ -
Shares issued
for cash 2,100,000 2,100 - - 2,100
Shares issued
for cash 140,000 140 280 0 420
Net Loss - - - - -
------------------------------------------------------------
Balance
December
31, 1998 2,240,000 2,240 280 - 2,520
Shares issued
for cash 10,000 10 20 - 30
Net Loss - - - (2,788) (2,788)
------------------------------------------------------------
Balance,
December
31, 1999 2,250,000 $ 2,250 $ 300 $ (2,788) $ (2,788)
============================================================
</TABLE>
The accompanying notes are an integral part of these financial statements
F-6
</Page>
<PAGE>
SHOGUN CONSULTING, INC.
(A Development Stage Company)
Notes to Financial Statements
December 31, 1999
Note 1 - Organization and Summary of Significant Accounting Policies:
------------------------------------------------------------
Organization:
-------------
The Company was incorporated on June 8, 1998, in the state of Nevada. The
Company is in the development stage and was organized for the purpose of
raising capital. The Company's fiscal year end is December 31.
Basis of Presentation:
----------------------
Development Stage Company
-------------------------
The Company has not earned significant revenue from planned principal
operations. Accordingly, the Company's activities have been accounted for
as those of a "Development Stage Enterprise" as set forth in Financial
Accounting Standards Board Statement No. 7 ("SFAS 7"). Among the
disclosures required by SFAS 7 are that the Company's financial statements
be identified as those of a development stage company, and that the
statements of operations, stockholders' equity (deficit) and cash flows
disclose activity since the date of the Company's inception.
The accompanying financial statements have been prepared on the accrual
basis of accounting in accordance with generally accepted accounting
principles.
Cash and Cash Equivalents:
--------------------------
For purposes of the statement of cash flows, the Company considers all cash
and other highly liquid investments with initial maturities of three months
or less to be cash equivalents.
Use of estimates:
-----------------
The preparation of financial statements, in conformity with generally
accepted accounting principles, requires management to make estimates and
assumptions that effect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.
Earnings (Loss) Per Share
-------------------------
Earnings (loss) per share is calculated using the basic weighted average
number of common stock outstanding. Net loss per share - diluted is not
presented because the inclusion of common share equivalent would be anti-
dilutive.
F-7
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<PAGE>
SHOGUN CONSULTING, INC.
(A Development Stage Company)
Notes to Financial Statements
December 31, 1999
Note 1 - Organization and Summary of Significant Accounting Policies:
(Continued)
------------------------------------------------------------
Income Taxes
------------
The Company accounts for income taxes in accordance with SFAS No. 109,
Accounting for Income Taxes, which requires the use of the liability
method. Under this method, deferred tax assets and liabilities are
measured based on differences between financial reporting and tax bases of
assets and liabilities measured using enacted tax rates and laws that are
expected to be in effect when the differences are expected to reverse.
Fair Value of Financial Instruments
-----------------------------------
The carrying amount of cash, cash equivalents and accounts payable are
considered to be representative of their respective fair values because of
the short-term nature of these financial instruments.
Note 2 - Capital Transactions
--------------------
The Article of Incorporation, as amended, authorized 100,000,000 shares of
common stock with a par value of $0.001 per share. Upon Incorporation,
officers of the Corporation purchased 2,100,000 shares of common stock, at
par value of $0.001 per share, for $2,100.
The Company sold 5,000 shares each to 30 shareholders for a total of
150,000 shares. These shares were sold for $0.003 per share and provided
the Company with a total of $450.
F-8
</Page>
<PAGE>
SHOGUN CONSULTING
(A Development Stage Company)
Notes to Financial Statements
December 31, 1999
Note 3 - Federal Income Taxes
--------------------
There have been no provisions for U.S. Federal, state or foreign income
taxes for any period because the Company has incurred losses in all periods
and for all jurisdictions.
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purpose.
Significant components of deferred tax assets are as follows;
Deferred tax assets
Net operating loss carryforwards $ 2,788
Valuation allowances for deferred tax assets (2,788)
---------
Net deferred tax assets $ -0-
=========
Realization of deferred tax assets is dependent upon future earnings, if
any, the timing and amount of which are uncertain. Accordingly, the net
deferred tax assets have been fully offset by a valuation allowance. As of
December 31, 1999, the Company had net operating loss carryfowards of
approximately $2,788 for federal income tax purpose. These carryfowards,
if not utilized to offset taxable income begin to expire in 2012.
Utilization of the net operating loss may be subject to substantial annual
limitation due to the ownership change limitations by the Internal Revenue
Code and similar state provisions. Then annual limitation could result in
the expiration of the net operating loss before utilization.
F-9
</Page>
<PAGE>
Shogun Consulting, Inc.
(A Development Stage Company)
Balance Sheets
September 30, 2000
Unaudited
<TABLE>
<CAPTION>
September
30, 2000
------------
<S> <C>
ASSETS:
Current Assets:
Cash $ -
------------
Total Current Assets -
TOTAL ASSETS $ -
============
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current Liabilities:
Accounts Payable $ -
============
Total Current Liabilities $ -
============
Stockholders' Equity:
Common Stock, 100,000,000 shares at
$.001 par value authorized;
2,250,000 issued and outstanding 2,250
Paid-In Capital 538
Deficit accumulated during the development stage (2,788)
------------
Total Stockholders' Equity -
------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ -
============
</TABLE>
The accompanying notes are an integral part of these financial statements
F-10
</Page>
<PAGE>
Shogun Consulting, Inc.
(A Development Stage Company)
Statement of Operations
June 8, 1998 (Inception) to September 30, 2000
Unaudited
<TABLE>
<CAPTION>
June 8, 1998
Inception to
September
30, 2000
------------
<S> <C>
Revenue $ -
Expenses:
Legal Fees 2,788
------------
Net Loss $ (2,788)
============
</TABLE>
The accompanying notes are an integral part of these financial statements
F-11
</Page>
<PAGE>
Shogun Consulting, Inc.
(A Development Stage Company)
Statement of Operations
For the Three Months Ended
September 30, 1999 and 2000
Unaudited
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
September September
30, 2000 30, 1999
------------ ------------
<S> <C> <C>
Revenue $ - $ -
Expenses
Legal Fees - 688
------------ ------------
Net Loss $ - $ (688)
============ ============
Per share information:
Weighted average number
of common shares outstanding 2,250,000 2,250,000
------------ ------------
Net Loss per common share $ - $ (0.0003)
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements
F-12
</Page>
<PAGE>
Shogun Consulting, Inc.
(A Development Stage Company)
Statement of Operations
For the Nine Months Ended
September 30, 1999 and 2000
Unaudited
<TABLE>
<CAPTION>
Nine Months Nine Months
September September
30, 2000 30, 1999
------------ ------------
<S> <C> <C>
Revenue $ - $ -
Expenses:
Legal Fees - 2,788
------------ ------------
Net Loss $ - $ (2,788)
============ ============
Per share information:
Weighted average number
of common shares outstanding 2,250,000 2,250,000
------------ ------------
Net Loss per common share $ - $ (0.001)
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements
F-13
</Page>
<PAGE>
Shogun Consulting, Inc.
(A Development Stage Company)
Statement of Cash Flow
June 8, 1998 (Inception) to September 30, 2000
Unaudited
<TABLE>
<CAPTION>
June 8, 1998
(Inception) to
September
30, 2000
------------
<S> <C>
Cash Flows from Operating Activities:
Net Loss $ (2,788)
Adjustment to reconcile change in net assets to
net cash used by operating activities
Increase (Decrease) in Accounts Payable -
------------
Net Cash Flows Used by Operations (2,788)
Cash Flows from Financing Activities:
Issuance of Common Stock 2,550
Paid-In Capital 238
------------
Net Cash Flows Provided by Financing Activities 2,788
Net Increase (Decrease) in Cash -
------------
Cash at Beginning of Period -
------------
Cash at End of Period $ -
============
Supplemental Disclosure of Cash Flow Information
Cash Paid During the Year for:
Interest $ -
============
Income Taxes $ -
============
</TABLE>
The accompanying notes are an integral part of these financial statements
F-14
</Page>
<PAGE>
Shogun Consulting, Inc.
(A Development Stage Company)
Statement of Cash Flows
For the Three Months Ended
September 30, 2000 and 1999
Unaudited
<TABLE>
<CAPTION>
Three Three
Months Months
Ended Ended
September September
30, 2000 30, 1999
------------ ------------
<S> <C> <C>
Cash Flows from Operating Activities:
Net Loss $ - $ (688)
Adjustment to reconcile change in net assets
to net cash used by operating activities
Increase (Decrease) in Accounts Payable - 238
------------ ------------
Net Cash Flows Used by Operations $ - $ (450)
Cash Flows from Financing Activities - -
------------ ------------
Net Cash Flows Provided by Financing Activities - -
Net Increase (Decrease) in Cash $ - $ (450)
------------ ------------
Cash at Beginning of Period $ - $ 450
------------ ------------
Cash at End of Period $ - $ -
============ ============
Supplemental Disclosure of Cash Flow Information
Cash Paid During the Year for:
Interest $ - $ -
============ ============
Income Taxes $ - $ -
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements
F-15
</Page>
<PAGE>
Shogun Consulting, Inc.
(A Development Stage Company)
Statement of Cash Flows
For the Nine Months Ended
September 30, 1999 and 2000
Unaudited
<TABLE>
<CAPTION>
Nine Nine
Months Months
Ended Ended
September September
30, 2000 30, 1999
------------ ------------
<S> <C> <C>
Cash Flows from Operating Activities:
Net Loss $ - $ (2,788)
Adjustment to reconcile change in net assets
to net cash used by operating activities
Increase (Decrease) in Accounts Payable (238) 238
------------ ------------
Net Cash Flows Used by Operations $ (238) $ (2,550)
Cash Flows from Financing Activities:
Paid-In Capital 238 -
------------ ------------
Net Cash Flows Provided by Financing Activities 238 -
Net Increase (Decrease) in Cash $ - $ (2,550)
------------ ------------
Cash at Beginning of Period $ - $ 2,550
------------ ------------
Cash at End of Period $ - $ -
============ ============
Supplemental Disclosure of Cash Flow Information
Cash Paid During the Year for:
Interest $ - $ -
============ ============
Income Taxes $ - $ -
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements
F-16
</Page>
<PAGE>
Shogun Consulting, Inc.
(A Development Stage Company)
Stockholders' Equity
September 30, 2000
Unaudited
<TABLE>
<CAPTION>
Common Stock Deficit
------------ Accum.
During the
Paid-In Development
# of Shares Amount Capital Stage Total
-------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance
June 8, 1998 $ - $ - $ - $ - $ -
Shares issued
for cash 2,100,000 2,100 - - 2,100
Shares issued
for cash 140,000 140 280 - 420
Net Loss - - - -
--------------------------------------------------------------
Balance December
31, 1998 2,240,000 2,240 280 - 2,520
Shares issued
for cash 10,000 10 20 30
Net Loss - - - (2,788) (2,788)
-------------------------------------------------------------
Balance December
31, 1999 2,250,000 $ 2,250 $ 300 $ (2,788) $ (238)
-------------------------------------------------------------
Paid-In Capital - - $ 238 $ 238
Net Loss - - - - -
Balance September
30, 2000 2,250,000 $ 2,250 $ 538 $ (2,788) $ -
============================================================
</TABLE>
The accompanying notes are an integral part of these financial statements
F-17
</Page>
<PAGE>
SHOGUN CONSULTING, INC.
(A Development Stage Company)
Notes to Financial Statements
September 30, 2000
Note 1 - Organization and Summary of Significant Accounting Policies:
------------------------------------------------------------
Organization:
-------------
The Company was incorporated on June 8, 1998, in the state of Nevada. The
Company is in the development stages and was organized for the purpose of
raising capital. The Company's fiscal year end is December 31.
Basis of Presentation:
----------------------
The financial statements of the Company for the three and nine months ended
September 30, 2000 are unaudited. Certain information and note disclosures
normally included in the financial statements prepared in accordance with
generally accepted accounting principles have been omitted. These
financial statements should be read in conjunction with the audited
financial statements and notes thereto. In the opinion of management, the
financial statements contain all adjustments, consisting of normal
recurring adjustments, necessary to present fairly the financial position
of the Company for the periods presented. The interim operating results
may not be indicative of operating results for the full year or for any
other interim periods.
Development Stage Company
-------------------------
The Company has not earned significant revenue from planned principal
operations. Accordingly, the Company's activities have been accounted for
as those of a "Development Stage Enterprise" as set forth in Financial
Accounting Standards Board Statement No. 7 ("SFAS 7"). Among the
disclosures required by SFAS 7 are that the Company's financial statements
be identified as those of a development stage company, and that the
statements of operations, stockholders' equity (deficit) and cash flows
disclose activity since the date of the Company's inception.
The accompanying financial statements have been prepared on the accrual
basis of accounting in accordance with generally accepted accounting
principles.
Cash and Cash Equivalents:
--------------------------
For purposes of the statement of cash flows, the Company considered all
cash and other highly liquid investments with initial maturities of three
months or less to be cash equivalents.
F-18
</Page>
<PAGE>
SHOGUN CONSULTING, INC.
(A Development Stage Company)
Notes to Financial Statements
September 30, 2000
Note 1 - Organization and Summary of Significant Accounting Policies:
(Continued)
---------------------------------------------------------------------
Use of estimates:
-----------------
The preparation of financial statements, in conformity with generally
accepted accounting principles, requires management to make estimates and
assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.
Earnings (Loss) Per Share
-------------------------
Earnings (loss) per share is calculated using the basic weighted average
number of common stock outstanding. Net loss per share diluted is not
presented because the inclusion of common share equivalent would be anti-
dilutive.
Income Taxes
------------
The Company accounts for income taxes in accordance with SFAS No. 109,
Accounting for Income Taxes, which requires the use of the liability
method. Under this method, deferred tax assets and liabilities are
measured based on differences between financial reporting and tax bases of
assets and liabilities measured using enacted tax rates and laws that are
expected to be in effect when the differences are expected to reverse.
Fair Value of Financial Instruments
-----------------------------------
The carrying amount of cash, cash equivalents and accounts payable are
considered to be representative of their respective fair values because of
the short-term nature of these financial instruments.
Note 2 - Capital Transactions
--------------------
The Article of Incorporation, as amended, authorized 100,000,000 shares of
common stock with a par value of $0.001 per share. Upon Incorporation,
officers of the Corporation purchased 2,100,000 shares of common stock, at
par value of $0.001 per share, for $2,100.
The Company sold 5,000 shares each to 30 shareholders for a total of
150,000 shares. These shares were sold for $0.003 per share and provided
the company with a total of $450.
In February 2000, a shareholder of the Company contributed $238.00 to fund
the operations of the Company.
F-19
</Page>
<PAGE>
SHOGUN CONSULTING, INC.
(A Development Stage Company)
Notes to Financial Statements
September 30, 2000
Note 3 - Federal Income Taxes
--------------------
There have been no provisions for U.S. Federal, state, or foreign income
taxes far any period because the Company has incurred losses in all periods
and for all jurisdictions.
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purpose.
Significant components of deferred tax assets are as follows:
Deferred tax assets
Net operating loss carryforwards $ 2,788
Valuation allowance for deferred tax assets ( 2,788)
---------
Net deferred tax assets $ -0-
=========
Realization of deferred tax assets is dependent upon future earnings, if
any, the timing and amount of which are uncertain. Accordingly, the net
deferred tax assets have been fully offset by a valuation allowance. As of
September 30, 2000, the Company had net operating loss carryforwards of
approximately $ 2,788 for federal income tax purpose. These carryforwards,
if not utilized to offset taxable income begin to expire in 2012.
Utilization of the net operating loss may be subject to substantial annual
limitation due to the ownership change limitations by the Internal Revenue
Code and similar state provisions. Then annual limitation could result in
the expiration of the net operating loss before utilization.
F-20
</Page>
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C>
Page --------------------------------
Prospectus Summary 2
Risk Factors 3 2,250,000 Shares
Cautionary Statement Regarding SHOGUN CONSULTING, INC.
Forward-Looking Statements 6
Use of Proceeds 7 PROSPECTUS
Capitalization 7
Dividend Policy 7 December ___, 2000
Management's Discussion and
Analysis or Plan of Operation 7 No dealer, salesman or other person has
Description of Our Business 8 been authorized in connection with this
Management 14 Offering to give any information
Related Party Transactions 16 or to make any representations
Description of Our Capital 16 other than as contained in this
Selling Stockholders 17 Prospectus and, if given, or made,
Security Ownership of Certain such information or representation
Beneficial Owners and Management 18 must not be relied on as having
Plan of Distribution 19 been authorized by the Company or the
Litigation 20 Underwriter. This Prospectus does not
Legal Matters 21 constitute an offer to sell or the
Experts 21 solicitation of an offer to buy any
Indemnification 21 securities covered by this Prospectus
Report to Stockholders 21 in any state or other jurisdiction
Where You Can Find More Information 21 to any person to whom it is unlawful
Financial Statements F-1 to make such an offer or solicitation
UNTIL 90 DAYS AFTER DATE HEREOF
DEALERS EFFECTING TRANSACTIONS IN
THE REGISTERED SECURITIES, WHETHER
OR NOT PARTICIPATING IN THIS
DISTRIBUTION, MAY BE REQUIRED TO
DELIVER A PROSPECTUS. THIS IS IN
ADDITION TO THE OBLIGATION OF
DEALERS TO DELIVER A PROSPECTUS WHEN
ACTING AS UNDERWRITERS AND WITH
RESPECT TO THEIR UNSOLD ALLOTMENTS
OR SUBSCRIPTIONS.
</TABLE>
</Page>
<PAGE>
<PAGE> PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. Indemnification of Directors and Officers
As permitted by Section 78.751 of the Nevada General Corporation
Law, our Articles of Incorporation provide for the indemnification by us of
each of our directors to the fullest extent permitted by Nevada law.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to our directors, officers or
controlling persons, we have been informed that in the opinion of the
Commission such indemnification is against public policy as expressed in
the Act and is therefore unenforceable.
ITEM 25. Other Expenses of Issuance and Distribution
Securities and Exchange Commission Registration Fee $148.50
Printing and Engraving 600.00
Fees of Transfer Agent -0-
Legal Fees and Expenses 10,000.00
Accountant's Fees and Expenses 500.00
Miscellaneous 251.50
-----------
Total estimated expenses 11,500.00
===========
ITEM 26. Recent Sales of Unregistered Securities
Within the past three years, we have issued and sold the following
unregistered securities:
1. In December 1998, we issued 2,100,000 shares of our common stock
to our officers and directors. In exchange for these securities, we
received gross cash proceeds of $2,100.
2. In December 1998, we issued 140,000 shares of our common stock to
unaffiliated investors. In exchange for these securities, we received
gross cash proceeds of $420.
3. During the first quarter of 1999, we issued 10,000 shares of our
common stock to unaffiliated investors. In exchange for these securities,
we received gross cash proceeds of $30.
None of the securities referenced above were registered under the
Securities Act of 1933 in reliance on the exemption in Section 4(2) of the
Securities Act of 1933 for transactions not involving a public offering.
ITEM 27. Exhibits
3.1 Articles of incorporation of the company, as filed on June 8, 1998
with the Nevada Secretary of State.
3.2 By-laws of the company
5.1 Opinion of Bryan Cave LLP
23.1 Consent of Michael Johnson & Company LLC
23.2 Consent of Bryan Cave LLP (included in Exhibit 5.1)
27 Financial data schedule
II-1
</Page>
<PAGE>
ITEM 28. Undertakings
The undersigned registrant hereby undertakes:
A. To file, during any period in which offers or sales are
being made, a post-effective amendment of this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933.
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement.
B. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
C. To remove from registration by means of post-effective
amendment any of the securities registered which remain unsold at the
termination of the Offering.
D. 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 any charter provisions,
bylaws, contract, arrangements, statute or otherwise, the registrant has
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 registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in
the successful defense of any action, suit, or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by a controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final judication of such issue.
E. Subject to the terms and conditions of Section 15(d) of the
Securities Exchange Act of 1934, as amended, the registrant hereby
undertakes to file with the Commission such supplementary and periodic
information, documents and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant
to authority conferred in that Section.
F. The undersigned registrant hereby undertakes to provide at
the closing, certificates in such denominations and registered in such
names as required to permit prompt delivery to each purchaser.
II-2
</Page>
<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 of 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 Irvine and State of California on the 4th day of December,
2000.
SHOGUN CONSULTING, INC.
/S/ Jay A. Geier
----------------------
Jay A. Geier,
President
In accordance with the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons
in the capacities and on the dates indicated.
Signature Title Date
---------------------------------------------------------------------------
/S/ Jay A. Geier December 5, 2000
Jay A. Geier President,
Director, and
Chairman of
the Board
/S/ David S. Archer December 5, 2000
David S. Archer Secretary and
Director
/S/ Ronald W. Shepston December 5, 2000
Ronald W. Shepston Treasurer and
Director
II-3
</Page>
<PAGE>
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form SB-2
Registration Statement
Under
The Securities Act of 1933
SHOGUN CONSULTING, INC.
(Exact name of registrant in charter)
-----------------------------
EXHIBIT VOLUME
</Page>
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
------------ ------------------------------------------
3.1 Articles of Incorporation of the company,
as filed on June 8, 1998 with the Nevada
Secretary of State
3.2 By-laws of the Company
5.1 Opinion of Bryan Cave LLP
23.1 Consent of Michael Johnson & Company LLC
23.2 Consent of Bryan Cave LLP
(included in Exhibit 5.1)
27 Financial Data Schedule
</Page>
