As filed with the Securities and Exchange Commission on April 25, 2000
Registration No. 333-33530
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
PRE-EFFECTIVE AMENDMENT No.1
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
BusinessMall.Com, Inc.
(Exact name of registrant as specified in its charter)
Nevada 7379
95-3480640
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
ofincorporation or organization) Classification Code Number) Identification No.)
_______________
BusinessMall.Com, Inc.
601 Cleveland Street, Suite 930
Clearwater, Florida 33755
Phone: (727) 466-9898
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
_______________
Barry L. Shevlin
Chief Executive Officer and Chairman
c/o BusinessMall.Com, Inc.
601 Cleveland Street, Suite 930
Clearwater, Florida 33755
Phone: (727) 507-3555
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
_______________
With Copies to:
Joel C. Schneider, Esq.
Sommer & Schneider LLP
595 Stewart Avenue, Suite 710
Garden City, NY 11530
(516) 228-8181
Progressive Telecommunications Corporation
(former name or former address if changed since last report)
Approximate date of commencement of proposed sale to the public: As soon as
possible after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [_]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
______________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share price fee (1)
Common Stock 9,722,470 $3.625 $35,243,953 $9,304.40
TOTAL $35,243,953 $9,304.40
(1) The fee with respect to these shares has been calculated pursuant to
Rules 457(h) and 457(c) under the Securities Act of 1933 and based upon the
average of the last price per share of the Registrant's Common Stock on March
28, 2000, a date within five (5) days prior to the date of filing of this
Registration Statement, as reported by the OTC-Bulletin Board.
_________________
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 Commission, acting pursuant to said Section 8(a),
may determine.
SUBJECT TO COMPLETION, DATED APRIL 25, 2000
P R O S P E C T U S
9,722,470 Shares
BusinessMall.Com, Inc.
Common Stock
_________________
We are a fully-integrated provider of advanced telecommunications,
communications management and e-commerce services to businesses. This
prospectus relates to the offer and sale from time to time of up to 9,722,470
shares of our common stock by the stockholders named in this prospectus. This
prospectus also covers such additional shares of our common stock as may be
issuable to the selling stockholders in the event of a stock dividend, stock
split, recapitalization or other similar change in our common stock. We will not
receive any proceeds from the sale of the shares by the selling stockholders.
Our common stock is quoted on the Over-The-Counter Bulletin Board under the
symbol "BMAL." The last reported sale price of our common stock on the
OTC-Bulletin Board on April 24, 2000, was $2.375 per share.
Our principal executive offices are located at 601 Cleveland Street, Suite 930
Clearwater, Florida 33755, and our telephone number is (727) 466-9898.
_________________
Investing in our common stock involves various risks. See "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 determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
_________________
The information in this prospectus is not complete and may be changed. These
securities may not be sold until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state or jurisdiction where the offer or sale is not
permitted.
TABLE OF CONTENTS
Risk Factors...................................... 3
Legal Proceedings................................. 10
About BusinessMall.Com,Inc........................ 10
Use of Proceeds................................... 10
Selling Stockholders.............................. 11
Plan of Distribution.............................. 15
Legal Matters..................................... 17
Experts........................................... 17
Where You Can Find More Information............... 17
You should rely only on the information contained in this prospectus or to which
we have referred you. Neither we nor any of the selling stockholders have
authorized anyone to provide you with different information. This prospectus may
only be used where it is legal to sell these securities. The information in
this prospectus may be accurate only on the date of this prospectus.
If it is against the law in any state to make an offer to sell the shares (or to
solicit an offer from someone to buy the shares), then this prospectus does not
apply to any person in that state, and no offer or solicitation is made by this
prospectus to any such person.
RISK FACTORS
An investment in our common stock involves risks. You should carefully consider
the risks described below and the other information in this prospectus before
you decide to buy our common stock. You should also consider the additional
information set forth in our SEC report Form 10-K and in the other documents
considered a part of this prospectus. See "Where You Can Find More Information."
The trading price of our common stock could decline due to any of these risks,
and you could lose all or part of your investment.
Except for any historical information, the matters we discuss in this prospectus
concerning BusinessMall contain forward-looking statements. Any statements in
this prospectus that are not statements of historical fact, are intended to be,
and are, "forward-looking statements" under the safe harbor provided by Section
27(a) of the Securities Act of 1933. Without limitation, the words
"anticipates," "believes," "estimates," "expects," "intends," "plans" and
similar expressions are intended to identify forward-looking statements. The
important factors we discuss below, as well as other factors identified in our
filings with the SEC and those presented elsewhere by our management from time
to time, could cause actual results to differ materially from those indicated by
the forward-looking statements made in this prospectus.
Risks Related to Our Business
We have a limited operating history of less than four years, making it difficult
to evaluate our future prospects
We were incorporated in July 1996 as a reseller of long distance telephone
service. Our business has evolved into four areas: Internet directory that
targets small to medium businesses through our subsidiary, The Yellow Page
Directory.Com Corp. ("YellowPage"); business to business e-commerce through our
subsidiary, BusinessMall.Com, Inc.; traditional local, long distance and
international telephone services, through our subsidiary, StormTel, Inc. and
Computer Telephony (unified messaging and voice activated virtual assistant)
through our subsidiary, OPUS( Assistant, Inc. In February 2000, we introduced
our emarketplace for U.S. small businesses. We have a limited operating history
upon which an investor may evaluate our business and prospects. Our potential
for future profitability must be considered in light of the risks,
uncertainties, expenses and difficulties frequently encountered by companies in
their early stages of development, particularly companies in new and rapidly
evolving markets, such as emarketplaces in general and those catering to small
to medium businesses in particular. We may not successfully address any of these
risks. If we do not successfully address these risks, our business will be
seriously harmed.
We have incurred losses in each quarter since inception, and we expect to incur
significant operating losses for the foreseeable future
We have incurred net losses from operations in each quarter since inception and,
as of December 31, 1999, had an accumulated deficit of $8,338,963. We expect to
continue to incur losses for the foreseeable future. Most of our revenue to date
has been generated by selling long distance telephone service at or below cost.
We expect to increase significantly our operating expenses in the near future as
we attempt to build our brand, expand our customer base and improve our
technology infrastructure. To become profitable, we must increase revenue
substantially and achieve and maintain positive gross margins. To increase
revenue, we will need to continue to attract customers and suppliers to our
emarketplace and expand our service and product offerings. To improve our gross
margins, we will need to increase the proportion of revenue generated from
higher-margin services, reduce service and product discounts and lower service
and product costs. We may not be able to increase revenue and gross margins
sufficiently to achieve profitability.
Our quarterly financial results are subject to fluctuations which may make it
difficult to forecast our future performance
We expect our revenue and operating results to vary significantly from quarter
to quarter making it difficult to formulate meaningful comparisons of our
results between quarters. Our limited operating history and new and unproven
business model further contribute to the difficulty of making meaningful
quarterly comparisons. Factors that may affect our quarterly results include
those discussed throughout this "Risk Factors" section.
Substantially all of our revenue for a particular quarter is derived from
transactions that are initiated and completed during that quarter. Our current
and future levels of operating expenses and capital expenditures are based
largely on our growth plans and estimates of future revenue. These expenditure
levels are, to a large extent, fixed in the short term. We will not be able to
adjust spending in a timely manner to compensate for any unexpected revenue
shortfall, and any significant shortfall in revenue relative to planned
expenditures could harm our business and results of operations. In addition, our
quarterly results will be affected by the mix of revenue generated from the sale
of telephone services, virtual services and products.
We have no operating history in our internet business which makes it nearly
impossible to assess the seasonal factors in our business. Nevertheless, we
expect there to be seasonal fluctuations in our business, reflecting a
combination of seasonal trends for the services and products we offer, seasonal
trends in the buying habits of our target small to medium business customers and
seasonal trends reflecting Internet usage. For example, Internet use generally
declines during the summer months.
Our network and software are vulnerable to security breaches and similar threats
which could result in our liability for damages and harm our reputation
Our network infrastructure is vulnerable to computer viruses, break-ins, network
attacks and similar disruptive problems. This could result in our liability for
damages, and our reputation could suffer, thus deterring potential customers
from transacting with us. Security problems caused by third parties could lead
to interruptions and delays or to the cessation of service to our customers.
Furthermore, inappropriate use of the network by third parties could also
jeopardize the security of confidential information stored in our computer
systems.
To help reduce our network's vulnerability to security breaches, we have
completed a network security audit, upgraded all of our network components,
updated our software to current release levels and implemented extensive site
monitoring software. Further, we have hired employees dedicated solely to
ensuring network security and developing related policies, procedures and
internal controls.
We intend to implement industry-standard security measures, but we cannot assure
you that the measures we implement will not be circumvented. The costs and
resources required to alleviate security problems may result in interruptions,
delays or cessation of service to our customers, which could harm our business.
The development of our brand is essential to our future success and requires
significant expenditures
We believe that development of the BusinessMall.Com brand is crucial to our
future success. The importance of brand recognition will increase as more
companies engage in commerce over the Internet. Because the online commerce
aspects of our business model have limited legal, technological and financial
barriers to entry, if we are unable to establish a trusted brand name, our
business will suffer.
We currently intend to invest significant capital resources to develop our
brand, including spending significant amounts of money on advertising and
promotions. Furthermore, the cost of advertising and promotions is growing
rapidly. In addition, if our competitors significantly increase their
advertising and promotions spending, we may be forced to increase our
expenditures accordingly. We cannot be certain that our efforts to promote our
brand will be successful or that we will have adequate financial resources to
continue to promote our brand.
If we fail to increase traffic to our web site and the proportion of visitors
who purchase services or products, our business will not grow as we expect
To generate revenue, we must drive traffic to our web site and convert visitors
into purchasers of services and products. We use a number of techniques to
increase traffic to our web site, including developing relationships with third
parties, advertising, e-mail and contests. Currently, we are using a variety of
techniques to increase customer conversion rates, including using discounts on
selected items and other incentives. Many of these techniques are new and
unproven, and we cannot be certain that any of them will be successful in
helping us increase traffic or conversion rates. If we are unable to draw
significantly higher traffic to our web site and convert a significant number of
web site visitors into customers, our business will not grow as we expect.
Intense competition could impede our ability to gain market share and harm our
financial results
Emarketplaces are new, rapidly evolving and intensely competitive. In addition,
the traditional non-Internet-based markets for business products such as
computer hardware and software, office furniture, office equipment and office
supplies are also intensely competitive. We compete with both traditional
distribution channels as well as other online services. Our current and
potential competitors include:
* Internet sites that target the small to medium business market including
BizBuyer.com, Digitalwork.com and Works.com;
* Internet sites targeting the consumer market that also sell to small to medium
business customers, including Beyond.com, Buy.com and Onsale.com;
* companies such as America Online, Microsoft, NBCi and Yahoo! that offer a
broad array of Internet-related services and either offer business-to-business
e-commerce services presently or have announced plans to introduce such
services in the future; and
* traditional non-internet-based retailers that sell of resell business service
and products such as AT&T Wireless, Circuit City and CompUSA.
We may not compete successfully against current or future competitors, many of
which have substantially more capital, longer operating histories, greater brand
recognition, larger customer bases and significantly greater financial,
technical and marketing resources than we do. These competitors may also be more
successful than we in engaging in more extensive development of their
technologies, adopting more aggressive pricing policies and establishing more
comprehensive marketing and advertising campaigns. Our competitors may develop
web sites that are more sophisticated than ours with better online tools, and
that have service and product offerings superior to ours. Many of our
competitors have had success raising money from well-known sources. For example,
according to VentureSource in May 1999 Works.com received approximately $25
million in venture capital financing from investors including Bowman Capital
Management, Hummer Winblad Venture Partners and Merrill Lynch Venture Capital.
Also, according to VentureSource in August 1999 AllBusiness.com received $17
million in venture capital financing from investors including Technology
Crossover Ventures, Canaan Partners and Intel. In February 2000, AllBusiness.com
entered into an agreement to be acquired by NBCi. For these or other reasons,
our competitors' web sites may achieve greater acceptance than ours, limiting
our ability to gain market share and customer loyalty and to generate sufficient
revenue to achieve profitability.
Our business model is new, unproven and evolving and may not prove to be viable
in the long run
Our business model is new, unproven and continues to evolve. In particular, our
business model is based on several assumptions, any one of which may not prove
to be true, including the following:
* a significant number of small and medium businesses will be willing to
purchase their business services and products online;
* a significant number of small and medium businesses and small and medium
business service providers will use our emarketplace to buy and sell services
and products; or
* small business customers will provide us data about themselves.
If any of these assumptions do not prove to be true, our business may not be
viable in the long run.
In addition, to date we have sold many of our products at or below our cost,
causing us to incur negative gross margins. We cannot assure you that if, in the
future, we choose to increase the prices at which we sell our products, we will
be able to retain existing customers and attract new customers. If we are unable
to retain and grow our existing customer base, our business model may not prove
to be viable.
If we fail to increase the proportion of revenue derived from sales of services,
our gross margins will not improve.
In general, we expect to derive higher gross margins from the sale of services
than from the sale of products. If we are to improve gross margins, we must
increase the proportion of revenue generated from sales of services. To date,
our sales of services have been minimal, and the sale of services over the
Internet has not yet achieved broad market acceptance. The sale of services
through the Internet may not achieve broad market acceptance, and, even if it
does, we may not achieve significant sales of services.
If we do not develop additional and maintain existing relationships with third
parties, we may be unable to increase traffic to our web site.
We depend on relationships with third parties to direct traffic to our web site.
Most of these agreements call for the third party to be paid a monthly fee. Some
of these relationships require us to pay the third party a percentage of revenue
generated from customers who make a purchase after linking through from the
third party's web site. Most of these relationships are for terms of six months
or less and many of them are cancelable by either party without cause upon
limited notice. We must maintain our existing relationships and develop new
relationships on terms acceptable to us to continue to increase traffic to our
web site. The termination of any of these existing agreements, or the failure to
secure similar relationships with new third parties would limit the growth in
traffic to our web site or cause it to decline, and would likely impede our
ability to attract a large enough customer base to make our business viable.
Additionally, we do not know if we will be able to renew any or all of these
agreements on acceptable terms.
Even if we maintain our existing relationships, because most of them have been
formed recently and several of them have not yet been fully established, we do
not have sufficient historical data to assess accurately whether they will be
successful in drawing sufficient traffic to our web site. Any unexpected decline
in traffic to the web sites of the third parties with whom we have relationships
could have a negative impact on the traffic to our web site.
If we are unable to maintain our relationships on commercially favorable terms
with the small number of suppliers of the products we sell, our business will
suffer.
We do not typically maintain physical inventory but may do so for scarce
resources or when otherwise appropriate. Our relationships with our suppliers
are in the form of standard agreements. We do not have minimum commitments or
guaranteed pricing with any of our suppliers. Individual transactions become
contracts by way of our issuing purchase orders. Our agreements with our
suppliers are cancellable at any time by either party. Our suppliers could:
* discontinue service to us at any time with little or no notice, in which case
we may be unable to obtain alternate supply sources on comparable or
acceptable terms;
* raise prices above the level at which we can profitably sell products to our
customers;
* establish more favorable pricing structures for our competitors; or
* establish strict payment terms that constrain our working capital.
Any unfavorable action or event concerning our supplier relationships that
hinders our ability to fulfill orders quickly, accurately and on competitive
terms would harm our business.
We expect to grow very quickly and if we fail to manage this growth, our ability
to increase revenue and achieve profitability will be harmed.
Effectively managing our expected future growth will require, among other
things, that we successfully upgrade our operating systems, improve our
management reporting capabilities and strengthen internal controls. We will
also need to attract, hire and retain highly skilled and motivated officers and
employees. We must also maintain close coordination among our marketing,
operations, engineering and accounting departments. We may not succeed in
achieving any of these objectives.
Our business will suffer if we are unable to hire and retain highly qualified
employees.
Our future success depends on our ability to identify, hire, train and retain
highly qualified sales and marketing, technical, managerial and administrative
personnel. As we continue to introduce new services, products and features on
our web site, and as our customer base and revenue continue to grow, we will
need to hire a significant number of qualified personnel. Competition for
qualified personnel, especially those with Internet experience, is intense, and
we may not be able to attract, train, assimilate or retain qualified personnel
in the future. Our failure to attract, train, assimilate and retain qualified
personnel could seriously disrupt our operations and could increase our costs as
we would be required to use more expensive outside consultants.
Our executive officers and key employees are critical to our business, and these
officers and key employees may not remain with us in the future.
Our business and operations are substantially dependent on the performance of
our key employees. We believe that our key employees include all of the
executive officers, the loss of any of our executive officers could adversely
affect our business. We do not maintain "key person" life insurance on any of
our executives. The loss of any of our key executives would likely harm our
business.
We will require significant additional capital in the future, which may not be
available on suitable terms, or at all.
The expansion and development of our business will require significant
additional capital, which we may be unable to obtain on suitable terms, or at
all. If we are unable to obtain adequate funding on suitable terms, or at all,
we may have to delay, reduce or eliminate some or all of our advertising,
marketing, co-branding relationships, engineering efforts, general operations or
any other initiatives. We will require substantial additional funds to carry out
and expand our planned advertising and marketing activities and to continue to
develop and upgrade our technology. During the next 12 months, we expect to meet
our cash requirements with existing cash, cash equivalents and the net proceeds
from this offering. However, if our capital requirements vary materially from
those currently planned, we may require additional funding sooner than
anticipated. If we issue convertible debt or equity securities to raise
additional funds, our existing stockholders will be diluted.
If we fail to expand our current technology infrastructure, we will be unable to
accommodate our anticipated growth.
To be successful, we must continue to increase substantially traffic to our web
site and convert web site visitors into customers. Accommodating this potential
growth in web site traffic and customer transactions will require us to continue
to develop our technology infrastructure. To maintain the necessary
technological platform in the future, we must continue to expand and stabilize
the performance of our web servers, improve our transaction processing system,
optimize the performance of our network servers and ensure the stable
performance of our entire network. We may not be successful in our ongoing
efforts to upgrade our systems, or if we do successfully upgrade our systems, we
may not do so on time and within budget. If we fail to achieve a stable
technological platform in time to handle increasing web site traffic or customer
order volume, potential customers could be discouraged from using our
emarketplace, our reputation could be damaged and our business could be harmed.
The performance of our web site is critical to our business and our
reputation.
Any system failure that causes an interruption in the service of our web site or
a decrease in its responsiveness could result in reduced user traffic and
reduced revenue. Further, prolonged or ongoing performance problems on our web
site could damage our reputation and result in the permanent loss of customers
to our competitors' web sites. We have occasionally experienced system
interruptions that have made our web site totally unavailable, slowed its
response time or prevented us from efficiently fulfilling orders, and these
problems may occur again in the future.
We entered into an agreement with Quest Communications to maintain all of our
web servers and database servers at Quest's New Jersey location. Our operations
depend on Quest's ability to protect its and our systems against damage from
fire, power loss, water damage, telecommunications failures, vandalism and
similar unexpected adverse events. Any disruption in the services provided by
Quest could severely disrupt our operations. Our backup systems may not be
sufficient to prevent major interruptions to our operations, and we do not have
a formal disaster recovery plan. We may not have sufficient business
interruption insurance to cover losses from major interruptions.
Our customers and visitors to our web site depend on their own Internet service
providers, online service providers and other web site operators for access to
the BusinessMall.Com web site. Each of these providers has experienced
significant outages in the past, and could experience outages, delays and other
difficulties due to system failures unrelated to our systems.
We have risks associated with potential acquisitions or investments.
Since we were founded, we have significantly expanded through acquisitions. In
the future, we plan to pursue additional acquisitions. We will do this to:
* recruit well-trained, high-quality professionals;
* expand our service offerings;
* gain additional industry expertise;
* broaden our client base; and
* expand our geographic presence.
We may not be able to integrate successfully businesses which we may acquire in
the future without substantial expense, delays or other operational or financial
problems. We may not be able to identify, acquire or profitably manage
additional businesses. We may also require debt or equity financing for future
acquisitions that may not be available on terms favorable to us, if at all.
Also, acquisitions may involve a number of risks, including:
* diversion of management's attention;
* failure to retain key personnel;
* failure to retain existing clients;
* unanticipated events or circumstances;
* legal liabilities; and
* amortization of acquired intangible assets.
We cannot assure you that client satisfaction or performance problems at a
single acquired firm will not have a material adverse impact on our reputation
as a whole. Further, we cannot assure you that our recent or future acquired
businesses will generate anticipated revenues or earnings.
Our services and products depend upon the continued availability of licensed
technology from third parties
We license and will continue to license technology integral to our services and
products from third parties. If we are unable to acquire or retain key
third-party product licenses or integrate the related third-party products into
our services and products, our service and product development may be delayed.
We also expect to require new licenses in the future as our business grows and
technology evolves. We may not be able to obtain these licenses on commercially
reasonable terms, if at all.
If we expand our international sales and marketing activities, our business will
be susceptible to numerous risks associated with international operations
Although we have no current plans to expand our international operations and
hire additional personnel outside of the United States, we anticipate that we
may elect to do so in future. Therefore, in the future we may commit significant
resources to expand our international sales and marketing activities. If
successful, we will be subject to a number of risks associated with
international business activities. These risks generally include:
* currency exchange rate fluctuations;
* seasonal fluctuations in purchasing patterns;
* unexpected changes in regulatory requirements;
* tariffs, export controls and other trade barriers;
* longer accounts receivable payment cycles and difficulties in collecting
accounts receivable;
* difficulties in managing and staffing international operations;
* potentially adverse tax consequences, including restrictions on the
repatriation of earnings;
* burdens of complying with a wide variety of foreign laws;
* risks related to the recent global economic turbulence; and
* political instability.
Risks Related to the Internet and Our Industry
We will not be able to grow our business unless small and medium businesses
increase their use of the Internet to conduct commerce and the Internet is able
to support the demands of this growth
Our success depends on the increasing use of the Internet by small businesses.
If use of the Internet as a medium for consumer and business communications and
commerce does not continue to increase, demand for our services and products
will be limited and our financial results will suffer.
Even if small businesses increase their use of the Internet, the Internet
infrastructure may not be able to support the demands of this growth. The
Internet infrastructure must be continually improved and expanded in order to
alleviate overloading and congestion. If the Internet's infrastructure is not
improved or expanded, the Internet's performance and reliability will be
degraded. Internet users may experience service interruptions as a result of
outages and other delays occurring throughout the Internet. Frequent outages or
delays may cause consumers and businesses to slow or stop their use of the
Internet as a transaction-based medium.
We may not be able to keep up with rapid technological and industry changes
The Internet and online commerce markets are characterized by rapid
technological change, frequent introductions of new or enhanced hardware and
software products, evolving industry standards and changes in customer
preferences and requirements. We may not be able to keep up with any of these or
other rapid technological changes, and if we do not, our business will be
harmed. These changes and the emergence of new industry standards and practices
could render our existing web site and operational infrastructure obsolete. The
widespread adoption of new Internet, networking or telecommunications
technologies or other technological changes could require us to incur
substantial expenditures to modify or adapt our operating practices or
infrastructure. To be successful, we must enhance our web site responsiveness,
functionality and features, acquire and license leading technologies, enhance
our existing service and product offerings, and respond to technological
advances and emerging industry standards and practices in a timely and cost
effective manner.
Future regulations could be enacted that either directly restrict our business
or indirectly impact our business by limiting the growth of e-commerce
As e-commerce evolves, federal, state and foreign agencies could adopt
regulations covering issues such as privacy, content and taxation of services
and products. If enacted, government regulations could limit the market for our
services and products. Although many regulations might not apply to our business
directly, we expect that laws regulating the collection or processing of
personal or consumer information could indirectly affect our business. It is
possible that legislation could expose companies involved in e-commerce to
liability, which could limit the growth of e-commerce generally. Legislation
could hinder the growth in Internet use and decrease its acceptance as a medium
for communication and commerce.
Risks Related to the Telecommunications Industry
Intense competition in the telecommunications industry
The telecommunications industry is highly competitive. We expect that
we will face substantial and growing competition from a number of providers of
data networking, data transport, and telephony services. Although we do not
believe that a significant number of other companies are providing Enterprise
Network Services solutions or a comparable range of integrated data networking,
data transport, and telephony outsourcing services to small and medium-sized
businesses, we do face intense competition in each of our individual product and
service offerings. Our competitors include incumbent local exchange carriers
(including the regional bell operating companies ("RBOCs" and GTE), traditional
and wireless competitive local exchange carriers, long distance carriers (such
as AT&T and MCI WorldCom), and data integrators and providers of network
services and customer premises equipment (such as Williams Telecommunications,
Inter-Tel and Claricom).
With respect to any individual product or service we offer, we do not
necessarily enjoy any particular competitive advantage over other industry
participants. Indeed, some of these competitors or potential competitors are
or will be able to bundle the same types of product and service components
offered by us. In particular, any telecommunications carrier that offers both
local and long-distance telecommunications services, including any incumbent
local exchange carrier permitted to offer in-region long-distance services, will
be able to offer these services as a single-source provider to customers.
Because we have no present intention of owning fiber optic cable or last mile
connections, some of our competitors will have a lower cost than we do for long
distance or local services.
The RBOCs are also moving more aggressively into data transport. They
have filed petitions seeking to have the FCC deregulate immediately the
provision of packet-switched transport services. Although the FCC denied these
petitions, the FCC has proposed permitting incumbent local exchange carriers to
offer interLATA (local access and transport area) data services through a
separate affiliate. Moreover, Bell Atlantic has petitioned to be allowed to
provide interLATA data transport services in West Virginia; SBC Communications
and Bell Atlantic have announced that they intend to provide more data
networking services to commercial customers; and a number of RBOCs have begun
offering digital subscriber line services.
A continuing trend toward business combinations and alliances in the
telecommunications industry may create significant new competitors with
resources far greater than ours. These business combinations include the merger
of AT&T and Tele-Communications, Inc. ("TCI"), which will allow the resulting
entity to bundle products form each of these companies. The AT&T -TCI merger
follows AT&T's successful acquisition of Teleport Communications Group, a large
competitive local exchange carrier. In addition, several of the largest local
phone companies have proposed to merge, including Bell Atlantic with GTE and SBC
Communications with AmeriTech.
We may not be able to keep up with rapid technological advances in the
telecommunications industry
The telecommunications industry is undergoing rapid and significant
technological change. We will need access to improving technology to remain
competitive, and, if we do not, our telecommunications business will be harmed.
We do not intend on allocating significant capital to research and development.
Consequently, we will rely on large manufacturers to supply us with the most
advanced products. In addition, technological development may allow other
companies to provide single-source solutions in competition with our product
offering. For example, Sprint has announced its development of an
"Integrated-On-Demand Network" which, if viable, will allow customers to
simultaneously use the Internet, telephone, and fax machine through the use of
the same phone line. Hardware manufacturers are also designing multi-function
switching platforms similar to our E-POP(() , this will allow other small
providers and start=up companies to sue a similar lower-cost platform as we
presently are selling.
Risks Related to Our Offering
Investors may find it difficult to trade our common stock on the
Over-The-Counter Electronic Bulletin Board.
Our common stock trades only on the Over-The-Counter Electronic Bulletin Board.
We currently do not meet the requirements for listing on NASDAQ Small-Cap market
or any national stock exchange. Because our common stock trades on the Bulletin
Board, an investor may find it difficult to sell or to obtain accurate
quotations as to the market value of our common stock. Furthermore, because our
common stock is also subject to certain rules promulgated by the SEC under the
Securities Exchange Act of 1934. These rules require additional disclosure by
broker-dealers in connection with any trades involving a stock defined as a
penny stock. Generally, a penny stock is any non-National Market listed equity
security that has a market price of less than $5.00 per share, subject to
certain exceptions. Our common stock meets the definition of a penny stock.
The additional burdens imposed upon broker-dealers by such requirements may
discourage broker-dealers from affecting transactions on our common stock and
may limit the ability of purchasers of our common stock to resell our common
stock in a secondary market.
We are registering a large percentage of our common stock presently outstanding
The 9,722,470 shares of common stock, including the shares underlying warrants
and convertible debentures (approximately 5,733,000 shares) being offered by
this prospectus represent approximately 51% of our total issued and outstanding
equity securities. Registering such a large percentage of our total issued and
outstanding securities may have an adverse effect on the market price of our
common stock.
Our stock price may be volatile
The stock market and specifically the stock prices of Internet-related companies
have been very volatile. This broad market and industry volatility may reduce
the price of our common stock, without regard to our operating performance. Due
to this volatility, the market price of our common stock could significantly
decrease.
Our principal stockholders, officers and directors will own a controlling
interest in our voting stock
Upon completion of this offering our officers, directors and stockholders with
greater than 5% holdings will, in the aggregate, beneficially own approximately
28.4% of our outstanding common stock. As a result, these stockholders, acting
together, will have the ability to control substantially all matters submitted
to our stockholders for approval, including:
* election of our board of directors;
* removal of any of our directors;
* amendment of our certificate of incorporation or bylaws; and
* adoption of measures that could delay or prevent a change in control or
impede a merger, takeover or other business combination involving us.
These stockholders will have substantial influence over our management and our
affairs.
LEGAL PROCEEDINGS
From time to time, the Company is a party to litigation, which arise, in the
normal course of business. There is no litigation pending, or threatened that,
if determined adversely, would have a material adverse effect upon the business
or financial condition of the Company.
On April 17, 2000, the Company was named as a defendent in an arbitration filed
with the American Arbitration Association in Orlando, Florida. The Claimant
Matthew Gillio and Matthew Gillio Enterprises, Ltd. allege claims of breach of
contract, breach of fiduciary duty and fraud. The claim arises out of certain
agreements entered into between the Company's majority owned subsidiary and the
claimant. The claim seekd $45,000 and securities of the Company. The Company
forwarded the statement of claim to its litigation counsel and is awaiting
advise as to how to proceed. The Company's position is that Mr. Gillio provided
absolutely no services on its behalf and in fact directed the Company to enter
into agreements with third parties which resulted in the Company paying fees
to third parties without receiving any benefit in return. The Company
intends to defend this matter vigorously and is contemplating making a
counterclaim against Mr. Gillio.
ABOUT BUSINESSMALL.COM
BusinessMall.Com, Inc. ("BusinessMall" or the "Company"), a Nevada
corporation, is a fully-integrated provider of advanced telecommunications,
communications management and e-commerce services to businesses. The Company
plans to capitalize upon trends in technology convergence, marketplace
preference for single source suppliers and the advent of e-commerce in several
ways. First, it manages a global telecommunications services capable of
transporting all types of voice, data and wireless communications. This
includes all aspects of network planning and management, operation of switches,
transmission capacity, enhanced service delivery platforms, and billing
systems.
Second, it offers, through it's OPUS division, a communications and messaging
management service using human voice commands to manage voice, fax and e-mail
messaging and communications from North America. Finally, the Company plans to
offer an array of e-commerce applications enabling businesses of all kinds to
utilize the Internet and World Wide Web. Combined, these capabilities enable
BusinessMall to provide services in two areas to growing companies:
communications and e-commerce.
More specifically, BusinessMall's business strategy revolves around four areas:
Internet directory, targeting small to medium businesses through its subsidiary,
The Yellow Page Directory.Com Corp. ("Yellow Page'); business to business
e-commerce through its subsidiary, BusinessMall.Com, Inc.; traditional local,
long distance and international telephone services, including calling cards,
wireless services, and paging with integrated access and data networks through
its subsidiary, StormTel, Inc.; and Computer Telephony (an advanced voice
recognition service) through its subsidiary, OPUSTM Assistant, Inc.
Through December 31, 1999 our sole source of revenue was derived from domestic
and international telecommunications service primarily through StormTel, Inc.
During the fiscal period ending March 31, 2000, Yellow Page commenced sales of
its directory package and BusinessMall entered into fulfillment agreements with
TechData and SPRichards. These agreements are in the form of standard
agreements. We do not have minimum commitments or guaranteed pricing with any
of our suppliers.
USE OF PROCEEDS
The selling stockholders will sell all of the shares of common stock offered by
this prospectus. Accordingly, we will not receive any of the proceeds from the
sale of these shares.
SELLING STOCKHOLDERS
The following table sets forth information with respect to the selling
stockholders. During the two-year period following the date of this prospectus,
each selling stockholder may sell some, all or none of the shares registered.
The number of shares each will own at the end of such two-year period cannot be
determined at this time as it will depend on whether and the extent to which
each sells registered shares as well as whether each buys and/or sells other
shares of our common stock.
Beneficial Ownership Beneficial Ownership
Prior to Offering Shares After Offering
Name of Selling Stockholder Shares Percentage Offered Shares Percentage
Barry Shevlin (1) 1,104,398 7.7% 120,000 984,398 6.8%
James Wallace (2) 1,720,500 11.5% 765,500 955,000 6.4%
Michael Kogan (3) 350,000 2.4% 250,000 100,000 0.7%
EON Communications 335,634 2.4% 335,634 0 0%
Hotel Renovators 40,000 0.3% 40,000 0 0%
Seid Shehayeb 10,000 * 10,000 0 0%
Stephen J. Spencer 20,000 0.1% 20,000 0 0%
Martin Marcum 4,000 * 4,000 0 0%
Stephen Hughes & Edward Canada 4,000 4,000 0 0%
Ellis Family Inc. 4,000 * 4,000 0 0%
Millennium Media 359,192 2.5% 359,192 0 0%
Merger Communications 3,750 * 3,750 0 0%
The Stock Advisor 20,000 0.1% 20,000 0 0%
OPEX Communications 17,500 0.1% 17,500 0 0%
Marc Morales 4,000 * 4,000 0 0%
Hassan Shehayeb (4) 160,000 1.1% 160,000 0 0%
Gregory F. DiGiovanni Sr. 26,000 0.2% 26,000 0 0%
Sam's Electric (5) 10,000 * 10,000 0 0%
Brian McKay (6) 52,500 0.4% 52,500 0 0%
Ray Oliver (7) 32,600 0.2% 32,600 0 0%
Michael Kalbs 12,500 * 12,500 0 0%
Alan Rabinoff 12,500 * 12,500 0 0%
Meeks, Dorman & Co. (8) 250,000 1.7% 250,000 0 0%
Equity Trading Fund (6) 121,975 0.9% 121,975 0 0%
James Pallister 2,000 * 2,000 0 0%
Jack Augsback & Co. (9) 99,500 0.7% 99,500 0 0%
Global Development 100,000 0.7% 100,000 0 0%
Richard Dennison (10) 32,000 0.2% 32,000 0 0%
John Barrett (11) 700,000 4.8% 700,000 0 0%
Jay Smithweck (11) 10,000 * 10,000 0 0%
Patricia Smithweck (11) 4,000 * 4,000 0 0%
J. Lee Barton (11) 60,000 0.4% 60,000 0 0%
Kim L. Barton (11) 60,000 0.4% 60,000 0 0%
Lynn B. Pruitt (11) 120,000 0.8% 120,000 0 0%
Betty A. Barton (11) 120,000 0.8% 120,000 0 0%
Martha A. Goodroe (11) 8,000 * 8,000 0 0%
C. Bennett Atkinson (11) 4,000 * 4,000 0 0%
Diane S. Moore (11) 4,000 * 4,000 0 0%
Lola H. Lashway (11) 8,000 * 8,000 0 0%
Matthew B. Lashway (11) 8,000 * 8,000 0 0%
Alvin T. Wilson III (11) 8,000 * 8,000 0 0%
Margo Holeman (12) 73,334 0.5% 73,334 0 0%
Anthony Deutsch (11) 28,000 0.2% 28,000 0 0%
C. Jeff Carter (11) 20,000 0.1% 20,000 0 0%
David Hulbert (11) 44,000 0.3% 44,000 0 0%
Fred Whitfield (11) 8,000 * 8,000 0 0%
Mark Yates (5) 100,940 0.7% 100,940 0 0%
Eric Podeyn (5) 8,636 * 8,636 0 0%
Greg Smyczek (5) 8,974 * 8,974 0 0%
Mary Jane Furr (13) 30,000 0.2% 30,000 0 0%
Chelverton Fund (14) 280,000 2.0% 280,000 0 0%
Robert & Maxine Burton (15) 80,000 0.6% 80,000 0 0%
Jeanne & Mark Lepper (15) 80,000 0.6% 80,000 0 0%
Robert Passaneau (16) 500,000 3.4% 500,000 0 0%
R.S. Thomson, Jr. (17) 396,000 2.7% 396,000 0 0%
Linda Righter (5) 12,000 * 12,000 0 0%
Amended and Restated Trust of
Madeline Marie Goudos(5) 16,000 0.1% 16,000 0 0%
Andrew Plotkin (5) 8,000 * 8,000 0 0%
Mitchell & Lisa Needle (5) 8,000 * 8,000 0 0%
Morton Needle(5) 12,000 * 12,000 0 0%
Mark & Stacy Dorman (5) 24,000 * 24,000 0 0%
Lester & Georgeann Needle (5) 8,000 * 8,000 0 0%
Ellice Dorman (5) 4,000 * 4,000 0 0%
Dana Dorman (5) 2,000 * 2,000 0 0%
Ilana S. Dorman (5) 2,000 * 2,000 0 0%
Marc Chandler (5) 54,000 0.4% 54,000 0 0%
BMJ Partners (5) 80,000 0.6% 80,000 0 0%
Robert & Debra Johnson TenCom(5) 10,000 * 10,000 0 0%
Warren Zee(5) 20,000 0.1% 20,000 0 0%
Carl Bufford (5) 10,000 * 10,000 0 0%
James A. Brock (5) 8,000 * 8,000 0 0%
Robert S. Asprey, Jr. (5) 20,000 * 20,000 0 0%
Andrew Wist (5) 16,000 * 16,000 0 0%
Noah Smith (5) 8,000 * 8,000 0 0%
East Coast Factors, Inc. (5) 40,000 0.3% 40,000 0 0%
C. Lee Boatwright (5) 20,000 0.1% 20,000 0 0%
Franklin O. Craft & Dannitta
E. Craft JTWROS (5) 20,000 0.1% 20,000 0 0%
Scott & Jodi Eisler TenCom (5) 8,000 * 8,000 0 0%
Noel S. Eisdofer Trust UA
Dtd. 9/8/95 (5) 8,000 * 8,000 0 0%
Samuel Newman Trust
Dtd. 10/21/96 (5) 8,000 * 8,000 0 0%
Trent W. Anderson (5) 8,000 * 8,000 0 0%
Ann Kranis (5) 16,000 0.1% 16,00 0 0%
Russell & Sandra Anderson (5) 8,000 * 8,000 0 0%
Rama Bassalali (5) 8,000 * 8,000 0 0%
Jean Michel Ripert (5) 8,000 * 8,000 0 0%
Mitchell Needle (5) 4,000 * 4,000 0 0%
Kurt Klebrowski (5) 4,000 * 4,000 0 0%
Tim Mayeux (5) 10,000 * 10,000 0 0%
Roderic Johnson (5) 8,000 * 8,000 0 0%
Robert Buchholz &
Evelyn Woodman TenCom (5) 8,000 * 8,000 0 0%
John C. Lewis (5) 8,000 * 8,000 0 0%
Nazih Radwan (5) 8,000 * 8,000 0 0%
Wafaa Radwan (5) 8,000 * 8,000 0 0%
Michael Hollingshead (5) 8,000 * 8,000 0 0%
Gregory F. DiGiovani, Jr. (5) 8,000 * 8,000 0 0%
Henry A. Schulter (5) 8,000 * 8,000 0 0%
Laurie A. Vanderkelen (5) 8,000 * 8,000 0 0%
Ted H. Nelson (5) 8,000 * 8,000 0 0%
Bassan Radwan (5) 16,000 0.1% 16,000 0 0%
Russ Dunaway (5) 8,000 * 8,000 0 0%
Lawrence Lebowitz (5) 8,000 * 8,000 0 0%
Stephen Hsiao (5) 20,000 0.1% 20,000 0 0%
Jiunn-I Liou (5) 20,000 0.1% 20,000 0 0%
Warren O. & Shirley Kogan
TenCom (5) 8,000 * 8,000 0 0%
James P. Iseman (5) 8,000 * 8,000 0 0%
John Franklin Hamm (5) 8,000 * 8,000 0 0%
Ralph & Cynthia Perrone (5) 8,000 * 8,000 0 0%
Tony Graybeal (5) 12,000 * 12,000 0 0%
Joseph C. Koker (5) 8,000 * 8,000 0 0%
Min Tang Yeh (5) 24,800 0.2% 24,800 0 0%
Nicholas Karl (5) 100,000 0.7% 100,000 0 0%
Rosa M. Sherouse (5) 48,000 0.3% 48,000 0 0%
Carlous Pollard (5) 10,000 * 10,000 0 0%
Michelle & Michael McBain (5) 68,000 0.5% 68,000 0 0%
Richard McLeod (5) 20,000 0.1% 20,000 0 0%
Michael & Kelly Passaneau (5) 60,000 0.4% 60,000 0 0%
Stephen Passaneau (5) 60,000 0.4% 60,000 0 0%
Charles L. Seita (5) 20,000 0.1% 20,000 0 0%
Larry Martin (5) 8,000 * 8,000 0 0%
Joann Bowen (5) 4,000 * 4,000 0 0%
Ernest & Shirely Legere (5) 8,000 * 8,000 0 0%
Joseph Massoud (5) 16,000 0.1% 16,000 0 0%
Walter Bonasoro (5) 8,000 * 8,000 0 0%
Michael G. McKoane Flint Trust (5)352,000 2.4% 352,000 0 0%
Melanie Stahl (5) 16,000 0.1% 16,000 0 0%
Michael McKoane Jr. (5) 16,000 0.1% 16,000 0 0%
Mary Elizabeth McKoane (5) 36,000 0.3% 36,000 0 0%
Matthew J. McKoane (5) 16,000 0.1% 16,000 0 0%
Pamela Widmark (5) 16,000 0.1% 16,000 0 0%
Libby Needle (5) 8,000 * 8,000 0 0%
Kathi L. Griffin (5) 8,000 * 8,000 0 0%
James R. Koker (5) 8,000 * 8,000 0 0%
Barry Wilt (5) 8,000 * 8,000 0 0%
Williard Brown,JrIRA Rollover(5)80,000 0.6% 80,000 0 0%
Stacy Brown Trust,
Williard A.Brown,Jr.Trustee(5) 8,000 * 8,000 0 0%
Peter Brown Trust
Williard A.Brown,Jr.Trustee(5) 8,000 * 8,000 0 0%
Katherine W. McEnroe (5) 8,000 * 8,000 0 0%
John E. McEnroe (5) 20,000 0.1% 20,000 0 0%
Paul Lancaster (5) 8,000 * 8,000 0 0%
Robert Bobb (5) 40,000 0.3% 40,000 0 0%
Greg Stahl (5) 100,000 0.7% 100,000 0 0%
Alan Liley (5) 40,000 0.3% 40,000 0 0%
John P. Williams (5) 20,000 0.1% 20,000 0 0%
Mary W. Williams (5) 30,000 0.2% 30,000 0 0%
Roger Leonard, Jr. (5) 8,000 * 8,000 0 0%
Chris Scott (5) 20,000 0.1% 20,000 0 0%
Michael & Debbie Dietz (5) 12,000 * 12,000 0 0%
Anne Hill (5) 8,000 * 8,000 0 0%
David Rawson (5) 20,000 0.1% 20,000 0 0%
Michael Condran (5) 8,000 * 8,000 0 0%
Richard & Jane Bullis (5) 4,000 * 4,000 0 0%
U.S. Loans (5) 70,000 0.5% 70,000 0 0%
Jessica Wallace (18) 200,000 1.4% 200,000 0 0%
Ann Cooper Trust 12,000 * 12,000 0 0%
George Artz 10,000 * 10,000 0 0%
Gary Beck 10,000 * 10,000 0 0%
Jonathan Brown 1,000 * 1,000 0 0%
Kevin Brown 4,000 * 4,000 0 0%
William Brown 4,000 * 4,000 0 0%
C&C Trading partners 20,000 * 20,000 0 0%
Hildegarde Cochran 20,000 * 20,000 0 0%
Coconuts on the Beach 10,000 * 10,000 0 0%
Karen Cooley 2,000 * 2,00 0 0%
Cypress Log Homes 4,000 * 4,000 0 0%
Andrew Darmstadter 8,000 * 8,000 0 0%
James DeFrancesco 12,000 * 12,000 0 0%
Caleb Didrekson 9,333 * 9,333 0 0%
Eric Favier 2,000 * 2,000 0 0%
Raymond Fernandez 13,000 * 13,000 0 0%
William Fichter 13,000 * 13,000 0 0%
John Flaherty 10,000 * 10,000 0 0%
John Geshay 4,667 * 4,667 0 0%
Larry Goodijohn 3,000 * 3,000 0 0%
Rose Mary Hanlon 20,000 0.1% 20,000 0 0%
Scott Hooten 24,993 0.2% 24,993 0 0%
Anthony Hurt 10,000 * 10,000 0 0%
Fred Johnson 2,000 * 2,000 0 0%
Stanley Lambda 2,000 * 2,000 0 0%
Gary A. Lipson - Receiver 100,000 0.7% 100,000 0 0%
Joseph Luciano 5,000 * 5,000 0 0%
Janet Luckadoo 2,000 * 2,000 0 0%
Monroe & Susan Moore 10,000 * 10,000 0 0%
Awni Naber 6,000 * 6,000 0 0%
Michael O'Keefe 4,000 * 4,000 0 0%
Mark Poreman 10,000 * 10,000 0 0%
Jerry Mack & Kathleen Robert 4,000 * 4,000 0 0%
Gregory Ronk 12,349 * 12,349 0 0%
Brian Ross 8,000 * 8,000 0 0%
Scott Family Trust 20,000 0.1% 20,000 0 0%
Thomas Siebert (5) 8,000 * 8,000 0 0%
Steven Watson, IRA 8,400 * 8,400 0 0%
Leon Willis 20,000 0.1% 20,000 0 0%
David Yates 24,697 0.2% 24,697 0 0%
Cheryl Cornelius 5,000 * 5,000 0 0%
Thomson Kernaghan & Co.(19) 1,148,196 8.1% 1,148,196 0 0%
Donald Kramer(5) 8,000 * 8,000 0 0%
Lee Young 10,000 * 10,000 0 0%
Michael Alford(5) 80,000 0.4% 80,000 0 0%
Erin Meehan 10,000 * 10,000 0 0%
_________________
* Less than 0.1%
(1) Barry Shevlin is the Company's Chairman and Chief Executive Officer.
The 120,000 shares being registered herein are issuable upon the exercise of
warrants in the like amount. The warrants are exercisable at a price of $1.00
per shares and expire in February, 2002.
(2) James Wallace is a director of the Company. The number of shares being
registered herein includes 750,000 shares issuable upon the exercise of warrants
in the like amount. The warrants are exercisable at a price of $1.00 per shares
and expire in February, 2002.
(3) Michael Kogan is a director of the Company. The 250,000 shares being
registered herein are issuable upon the exercise of warrants in the like
amount. The warrants are exercisable at a price of $2.50 per share and expire on
December 31, 2000.
(4) Includes 55,000 shares issuable upon the exercise of warrants in the
like amount. The warrants are exercisable at a price of $2.50 per share and
expire on December 31, 2000.
(5) One-half (1/2) of the shares being registered on behalf of this
shareholder includes shares issuable upon the exercise of warrants Each warrant
is exercisable at a price of $2.50 per share and expire on December 31, 2000.
(6) Includes 50,000 shares issuable upon the exercise of warrants in the
like amount. The warrants are exercisable at a price of $2.50 per share and
expire on December 31, 2000.
(7) Includes 23,000 shares issuable upon the exercise of warrants in the
like amount. The warrants are exercisable at a price of $2.50 per share and
expire on December 31, 2000.
(8) Charles M. Meeks, a partner of Meeks, Dorman & Company., is a director
of the Company. The 250,000 shares being registered herein are issuable upon
the exercise of warrants in the like amount. The warrants are exercisable at a
price of $2.50 per share and expire on December 31, 2003.
(9) Includes 74,500 share issuable upon the exercise of warrants in the like
amount. The warrants are exercisable at a price of $2.50 per share and expire
on December 31, 2000.
(10) Includes 8,000 shares issuable upon the exercise of warrants in the like
amount The warrants are exercisable at a price of $2.50 per share and expire on
December 31, 2000.
(11) One-half (1/2) of the shares being registered on behalf of this
shareholder includes shares issuable upon the exercise of warrants. Each
warrant is exercisable at a price of $1.50 per share and expire on December 31,
2002.
(12) Includes 26,667 shares issuable upon the exercise of warrants in the
like amount. Each of these warrants are exercisable at a price of $1.50 per
share and expire on December 31, 2002. Also includes 10,000 shares issuable
upon the exercise of warrants I the like amount. The warrants are exercisable
at a price of $2.50 per share and expire on December 31, 2000.
(13) Includes 15,000 shares issuable upon the exercise of warrants in the
like amount. The warrants are exercisable at a price of $1.00 per share and
expire in February, 2002.
(14) Includes 140,000 shares issuable upon the conversion of a convertible
debenture in the principal amount of $210,000 and 140,000 shares issuable upon
the exercise of 140,000 warrants, exercisable at the rate of $1.50 per share and
expiring on December 31, 2002.
(15) Includes 40,000 shares issuable upon the conversion of a convertible
debenture in the principal amount of $60,000 and 40,000 shares issuable upon the
exercise of 40,000 warrants, exercisable at the rate of $1.50 per share and
expiring on December 31, 2002.
(16) Includes 190,000 shares issuable upon the exercise of warrants in the
like amount. The warrants are exercisable at a price of $2.50 per share and
expire on December 31, 2000. Also includes 60,000 shares issuable upon the
conversion of a convertible debenture in the principal amount of $90,000 and
60,000 shares issuable upon the exercise of 60,000 warrants, exercisable at the
rate of $1.50 per share and expiring on December 31, 2002.
(17) Includes 55,000 shares issuable upon the conversion of a convertible
debenture in the principal amount of $82,500 and 55,000 shares issuable upon the
exercise of 55,000 warrants, exercisable at the rate of $1.50 per share and
expiring on December 31, 2002. Also includes 212,000 shares issuable upon the
exercise of warrants in the like amount. These warrants are exercisable at a
price of $2.50 per share and expire on December 31, 2000.
(18) Includes 100,000 shares issuable upon the exercise of warrants in the
like amount. The warrants are exercisable at a price of $1.00 per share and
expire in February 2002.
(19) Includes 375,000 shares issuable upon the exercise of warrants in the
like amount. The warrants are exercisable at a price of $3.88 per share and
expire March 31, 2003. Also includes 773,196 shares issuable upon the
conversion of a convertible debenture in the aggregate principal amount of
$1,500,000. These debentures have a variable conversion price equal to the
lower of .75 of the average closing bid price of the Company's common stock for
the ten trading days preceding (x) the Initial Closing Date or (y) the
conversion date, with a minimum conversion price of $1.00 per share. Based on
the closing date the conversion price for these debentures was $3.44 per share.
The 773,196 shares equal 150% of the number of shares underlying the debentures
based on the conversion price at the Initial Closing Date.
PLAN OF DISTRIBUTION
The shares may be sold or distributed from time to time by the selling
stockholders named in this prospectus, by their donees or transferees, or by
their other successors in interest. The selling stockholders may sell their
shares at market prices prevailing at the time of sale, at prices related to
such prevailing market prices, at negotiated prices, or at fixed prices, which
may be changed. Each selling stockholder reserves the right to accept or reject,
in whole or in part, any proposed purchase of shares, whether the purchase is to
be made directly or through agents.
The selling stockholders may offer their shares at various times in one or more
of the following transactions:
* in ordinary brokers' transactions and transactions in which the broker
solicits purchasers;
* in transactions involving cross or block trades or otherwise on The Nasdaq
Stock Market;
* in transactions in which brokers, dealers or underwriters purchase the shares
as principal and resell the shares for their own accounts pursuant to this
prospectus;
* in transactions "at the market" to or through market makers in the common
stock or into an existing market for the common stock;
* in other ways not involving market makers or established trading markets,
including direct sales of the shares to purchasers or sales of the shares
effected through agents;
* through transactions in options, swaps or other derivatives which may or may
not be listed on an exchange;
* in privately negotiated transactions;
* in transactions to cover short sales; or
* in a combination of any of the foregoing transactions.
The selling stockholders also may sell their shares in accordance with Rule 144
under the Securities Act of 1933.
From time to time, one or more of the selling stockholders may pledge or grant a
security interest in some or all of the shares owned by them. If the selling
stockholders default in performance of the secured obligations, the pledges or
secured parties may offer and sell the shares from time to time. The selling
stockholders also may transfer and donate shares in other circumstances. The
number of shares beneficially owned by selling stockholders who transfer,
donate, pledge or grant a security interest in their shares will decrease as and
when the selling stockholders take these actions. The plan of distribution for
the shares offered and sold under this prospectus will otherwise remain
unchanged, except that the transferees, donees or other successors in interest
will be selling stockholders for purposes of this prospectus.
A selling stockholder may sell short the common stock. The selling stockholder
may deliver this prospectus in connection with such short sales and use the
shares offered by this prospectus to cover such short sales.
A selling stockholder may enter into hedging transactions with
broker-dealers. The broker-dealers may engage in short sales of the common stock
in the course of hedging the positions they assume with the selling stockholder,
including positions assumed in connection with distributions of the shares by
such broker-dealers. A selling stockholder also may enter into option or other
transactions with broker-dealers that involve the delivery of the shares to the
broker-dealers, who may then resell or otherwise transfer such shares. In
addition, a selling stockholder may loan or pledge shares to a broker-dealer,
which may sell the loaned shares or, upon a default by the selling stockholder
of the secured obligation, may sell or otherwise transfer the pledged shares.
The selling stockholders may use brokers, dealers, underwriters or agents to
sell their shares. The persons acting as agents may receive compensation in the
form of commissions, discounts or concessions. This compensation may be paid by
the selling stockholders or the purchasers of the shares for whom such persons
may act as agent, or to whom they may sell as principal, or both. The
compensation as to a particular person may be less than or in excess of
customary commissions. The selling stockholders and any agents or broker-dealers
that participate with the selling stockholders in the offer and sale of the
shares may be deemed to be "underwriters" within the meaning of the Securities
Act. Any commissions they receive and any profit they realize on the resale of
the shares by them may be deemed to be underwriting discounts and commissions
under the Securities Act. Neither we nor any selling stockholders can presently
estimate the amount of such compensation.
If a selling stockholder sells shares in an underwritten offering, the
underwriters may acquire the shares for their own account and resell the shares
from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. In such event, we will set forth in a supplement to this
prospectus the names of the underwriters and the terms of the transactions,
including any underwriting discounts, concessions or commissions and other items
constituting compensation of the underwriters and broker-dealers. The
underwriters from time to time may change any public offering price and any
discounts, concessions or commissions allowed or reallowed or paid to
broker-dealers. Unless otherwise set forth in a supplement, the obligations of
the underwriters to purchase the shares will be subject to certain conditions,
and the underwriters will be obligated to purchase all of the shares specified
in the supplement if they purchase any of the shares.
We have advised the selling stockholders that during such time as they may be
engaged in a distribution of the shares, they are required to comply with
Regulation M under the Securities Exchange Act. With certain exceptions,
Regulation M prohibits any selling stockholder, any affiliated purchasers and
any broker-dealer or other person who participates in such distribution from
bidding for or purchasing, or attempting to induce any person to bid for or
purchase, any security which is the subject of the distribution until the entire
distribution is complete. Regulation M also prohibits any bids or purchases made
in order to stabilize the price of a security in connection with the
distribution of that security. The foregoing restrictions may affect the
marketability of the shares.
Under our agreements with the selling stockholders, we are required to bear the
expenses relating to this offering, excluding any underwriting discounts or
commissions, brokerage fees, stock transfer taxes and fees of legal counsel to
the selling stockholders. We estimate these expenses will total approximately
$57,000.
We have agreed to indemnify the selling stockholders against certain
liabilities, including certain liabilities under the Securities Act.
It is possible that a significant number of shares could be sold at the same
time. Such sales, or the perception that such sales could occur, may adversely
affect prevailing market prices for the common stock.
This offering by any selling stockholder will terminate two years from the date
of this prospectus or, if earlier, on the date on which the selling stockholder
has sold all of his shares.
LEGAL MATTERS
The validity of our common stock offered hereby is being passed upon for
BusinessMall.Com, Inc. by the law offices of Sommer & Schneider LLP, 595 Stewart
Avenue, Suite 710, Garden City, New York 11530. Mr. Herbert H. Sommer owns
136,500 shares of the Company's common stock and Mr. Joel C. Schneider owns
144,5000 shares of the Company's common stock.
EXPERTS
The consolidated financial statements as of and for the years ended
September 30, 1999, August 31, 1998 and August 31, 1997 incorporated in this
Prospectus by reference to BusinessMall's current report on Form 10-K filed with
the SEC on January 12, 2000, have been so incorporated by reference in reliance
on the report of Meeks Dorman & Company, P.A., independent certified public
accountants, given on the authority of said firm as experts in auditing and
accounting. Meeks Dorman resigned as auditors for the Company. Charles M.
Meeks was elected a director of the Company on March 24, 2000. the firm of
Meeks, Dorman owns 250,000 warrants exercisable at $2.50 per share. The shares
underlying the warrants are being registered in this offering.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form S-3 of which this
prospectus forms a part. The registration statement, including the attached
exhibits and schedules, contains additional relevant information about our
common stock. The rules and regulations of the SEC allow us to omit some of the
information included in the registration statement from this prospectus.
In addition, we have filed reports, proxy statements and other information with
the SEC under the Securities Exchange Act. You may read and copy any of this
information at the following locations of the SEC:
Public Reference Room New York Regional Office Chicago Regional Office
450 Fifth Street, N.W 7 World Trade Center Citicorp Center
Room 1024 Suite 1300 500 West Madison Street,
Washington, D.C. 20549 New York, New York, 10048 Suite 1400
Chicago, IL 60661-2511
You may obtain information on the operation of the SEC's Public Reference Room
by calling the SEC at 1-800-SEC-0330.
The SEC also maintains an Internet web site that contains reports, proxy
statements and other information regarding issuers, like BusinessMall, that file
electronically with the SEC. The address of that site is http://www.sec.gov. The
SEC file number for our documents filed under the Securities Exchange Act is
0-15413.
The SEC allows us to "incorporate by reference" information into this
prospectus. This means we can disclose important information to you by referring
you to another document filed separately with the SEC. The information
incorporated by reference is considered to be a part of this prospectus, except
for any such information that is superseded by information included directly in
this document.
This prospectus incorporates by reference the documents listed below that we
have previously filed or will file with the SEC. They contain important
information about us and our financial condition.
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1999;
(b) The Company's Quarterly Report on Form 10-QSB for the quarter ended
December 31 1999;
(c) Amendment No. 1 to the Company's Quarterly Report on Form 10-QSB for the
quarter ended December 31 1999;
(d) The Company's Current Report on Amendment No. 1 to Form 8-K for the
event dated July 30, 1999 filed with the SEC on October 13, 1999;
(e) The Company's Current Report on Form 8-K for the event dated October 1,
1999 filed with the SEC on October 6, 1999;
(f) An Amendment to Form 8-K was filed by the Company dated as of October 1,
1999 and filed November 15, 1999;
(g) The Company's Current Report on form 8-K for the event dated December
29, 1999 and filed January 12, 2000;
(h) The Company's Current Report on Form 8-K for the event dated February
10, 2000 and filed February 15, 2000;
(i) Preliminary Proxy Statement filed February 11, 2000;
(j) Definitive Proxy Statement dated February 29, 2000;
(k) The Company's current report on Form 8-K for the event dated April 12, 2000
and filed April 12, 2000; and
(l) All other documents filed by the Company after the date of this
Registration Statement under Section 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment to the Registration Statement which indicates that all securities
offered have been sold or which deregisters all securities then remaining
in the Registration Statement and to be part thereof from the date of
filing of such documents.
In the event of conflicting information in these documents, the information in
the latest filed document should be considered correct.
You can obtain any of the documents listed above from the SEC, through the SEC's
Web site at the address described above, or directly from us, by requesting them
in writing or by telephone at the following address:
BusinessMall.Com, Inc.
601 Cleveland Street, Suite 930
Clearwater, Florida 33755
Attn: Erin Meehan
Phone: (727) 507-3555
We will provide a copy of any of these documents without charge, excluding any
exhibits unless the exhibit is specifically listed as an exhibit to the
registration statement of which this prospectus forms a part. If you request any
documents from us, we will mail them to you by first class mail, or another
equally prompt means, within two business days after we receive your request.
9,722,470 Shares
BusinessMall.Com, Inc.
Common Stock
________________________
P R O S P E C T U S
May 1, 2000
________________________
================================================================================
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the estimated expenses payable by the Company in
connection with the sale and distribution of the securities being registered.
SEC Registration Fee........................... $ 9,304.40
Printing and Duplicating Expenses.............. $ 5,000.00
Legal Fees and Expenses........................ $25,000.00
Accounting Fees and Expenses................... $10,000.00
Miscellaneous.................................. $ 5,000.00
Transfer Agent and Registrar Fees.............. $ 2,500.00
Total...................... $ 56,804.40
Item 15. Indemnification of Directors and Officers
The Certificate of Incorporation and By-laws of the Company provide that the
Company shall indemnify to the fullest permitted by Nevada law any person whom
it may indemnify thereunder, including directors, officers, employees and agents
of the Company. Such indemnification (other than as ordered by a court) shall
be made by the Company only upon a determination that indemnification is proper
in the circumstances because the individual met the applicable standard of
conduct i.e., such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interest of the Company. Advances
for such indemnification may be made pending such determination. Such
determination shall be made by a majority vote of a quorum consisting of
disinterested directors, or by independent legal counsel or by the
stockholders.
In addition, the Certificate of Incorporation provides for the elimination, to
the extent permitted by Nevada law, of personal liability of directors to the
Company and its stockholders for monetary damages for breach of fiduciary duty
as directors.
The Company has also agreed to indemnify each director and executive
officer pursuant to an Indemnification Agreement with each such director and
executive officer from and against any and all expenses, losses, claims, damages
and liability incurred by such director or executive officer for or as a result
of action taken or not taken while such director or executive officer was acting
in his capacity as a director, officer, employee or agent of the Company. The
obligations of the Company for indemnification is limited to the extent provided
in the New York Business Corporation Act and is also limited in situations
where, among others, the indemnitee is deliberately dishonest, gains any profit
or advantage to which he is not legally entitled or is otherwise indemnified.
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 as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
Item 16. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) Exhibits
3.1 Articles of Incorporation and Amendments thereto --
incorporated by reference to Form S-18 filed November 10, 1986, SEC File
#33-10084-LA.
3.2 By-Laws -- incorporated by reference to Form S-18 filed
November 10, 1986, SEC File #33-10084-LA.
3.3 Certificate of Amendment to the Certificate of
Incorporation filed with Secretary of State of Nevada on August 3, 1999
incorporated by reference to Form 8-K dated July 30, 1999.
3.4 Certificate of Amendment to the Certificate of
Incorporation -- incorporated by reference to Exhibit B to Proxy
Statement dated February 29, 2000.
4.1 Form of 9% Convertible Subordinated Debenture due
December 1, 2001-- incorporated by reference to Form 10-K for the year
ended September 30, 1999.
4.2 Form of Common Stock Purchase Warrant exercisable at
$1.50 and expiring on December 31,2002-- incorporated by reference to
Form 10-K for the year ended September 30, 1999.
4.3 Form of Common Stock Purchase Warrant exercisable at
$2.50 and expiring on December 31, 2000-- incorporated by reference to
Form 10-K for the year ended September 30, 1999.
4.4 Form of Registration Rights Agreement-- incorporated by
reference to Form 10-K for the year ended September 30, 1999.
4.5 Form of CCC Communications Corporation Subordinated
Note-- incorporated by reference to Form 10-K for the year ended
September 30, 1999.
4.6 Form of Common Stock Purchase Warrant of CCC
Communications Corporation-- incorporated by reference to Form 10-K for
the year ended September 30, 1999.
5 Opinion of Sommer & Schneider LLP as to the validity of
the securities registered hereunder.
10.1 Securities Exchange Agreement dated as of June 7, 1999
-- incorporated by reference to Form 8-K dated June 15, 1999.
10.2 Assignment of Film Library dated July 29, 1999
transferring film library to Harold Brown -- incorporated by
reference to Form 8-K dated July 30, 1999.
10.3 Employment Agreement by and between the Company and Tom
Chris Chubokas dated May 15, 1999-- incorporated by reference to
Form 10-K for the year ended September 30, 1999.
10.4 Employment Agreement by and between the Company and
James "Chris" Watson dated May 15, 1999-- incorporated by reference to
Form 10-K for the year ended September 30, 1999.
10.5 Employment Agreement by and between the Company and
Barry L. Shevlin dated February 2, 1998-- incorporated by reference to
Form 10-K for the year ended September 30, 1999.
10.6 Employment Agreement by and between the Company and Dr.
Howard Tackett dated February 2, 1998-- incorporated by reference to
Form 10-K for the year ended September 30, 1999.
10.7 Office Lease Agreement by and between Atrium At
Clearwater, Limited and Progressive Telecommunications Corporation dated
December 27, 1997-- incorporated by reference to Form 10-K for the
year ended September 30,1999.
10.8 Shopping Center Lease by and between Barrett Family
Partnership I d/b/a The Commonwealth Center and Progressive
Telecommunications Corporation dated November 3, 1999-- incorporated
by reference to Form 10-K for the year ended September 30, 1999.
10.9 Office Lease Agreement by and between Devic Rentals and
CCC Communications Corp. dated May 14, 1997-- incorporated by
reference to Form 10-K for the year ended September 30, 1999.
10.10 1993 Incentive Stock Option Plan -- incorporated by
reference to Exhibit B to Proxy Statement dated April 2, 1993, SEC
File #0-15413.
10.11 1993 Non-Qualified Stock Option Plan -- incorporated
by reference to Exhibit C to Proxy Statement dated April 2, 1993, SEC
File #0-15413.
10.12 Employment agreement by and between the Company and
James Maguire dated November 8, 1999 -- incorporated by reference to
Form S-8 filed November 16, 1999, SEC File # 333-91023.
10.13 Form of Promissory Note between the Company and James
Wallace-- incorporated by reference to Form 10-K for the year ended
September 30, 1999.
10.14 2000 Equity Incentive Plan -- incorporated by reference
to Exhibit A to Proxy Statement dated February 29, 2000
11 Statements re computation of per share earnings
21 List of Subsidiaries
23.1 Consent of Sommer & Schneider LLP (included as part of
Exhibit 5)
23.2 Consent of independent Certified Public Accountant
(Meeks, Dorman & Company, P.A.)
24 Power of Attorney (included in the signature page)
(b) Financial Statement Schedules.
Schedules not listed above have been omitted because they are
inapplicable or the information required to be set forth therein is
contained, or incorporated by reference, in our consolidated financial
statements or notes thereto.
(c) Reports on Form 8-K
A Form 8-K was filed by the Company dated as of June 7, 1999 and file June 16,
1999.
A Form 8-K was filed by the Company dated July 30, 1999 and filed August 16,
1999.
An Amendment to Form 8-K was filed by the Company dated as of July 30, 1999 and
filed October 13, 1999.
A Form 8-K was filed by the Company dated as of October 1, 1999 and filed
October 6, 1999.
An amendment to Form 8-K was filed by the Company dated as of October 1, 1999
and filed November 15, 1999.
A Form 8-K was filed by the Company dated as of December 29, 2000 and
filed January 12, 2000.
A Form 8-K was filed by the Company dated as of February 10, 2000 and
filed February 15, 2000.
A Form 8-K was filed by the COmpany dated as of April 12, 2000 and
filed April 12, 2000.
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(a) To include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933.
(b) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the 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;
and
(c) 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.
Provided, however, that paragraphs (1)(a) and (1)(b) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by this paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) 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.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement 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.
(5) To deliver or cause to be delivered with the prospectus, to each person
to whom the prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial information
required to be presented by Item 310(b) of Registration S-B is not set forth in
the prospectus, to deliver, or cause to be delivered, to each person to whom the
prospectus is sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim financial
information.
(6) To deliver or cause to be delivered with the prospectus to each employee
to whom the prospectus is sent or given, a copy of the registrant's annual
report to stockholders for its last fiscal year, unless such employee otherwise
has received a copy of such report, in which case the registration shall state
in the prospectus that it will promptly furnish, without charge, a copy of such
report on written request of the employee. If the last fiscal year of the
registrant has ended within 120 days prior to the use of the prospectus, the
annual report of the registrant for the preceding fiscal year may be so
delivered, but within such 120-day period the annual report for the last fiscal
year will be furnished to each such employee.
(7) To transmit or cause to be transmitted to all employees participating in
the Plans who do not otherwise receive such material as stockholders of the
registrant, at the time and in the manner such material is sent to its
stockholders, copies of all reports, proxy statements and other communications
distributed to its stockholders generally.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Clearwater, State of
Florida, on April 25, 2000.
BUSINESSMALL.COM, INC.
By: /s/ Barry L. Shevlin
Barry L. Shevlin
Chairman of the Board and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Barry L. Shevlin, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, from such person
and in each person's name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this
Registration Statement or any Registration Statement relating to this
Registration Statement under Rule 462 and to file the same, with all exhibits
thereto and all documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or any of them, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
on April 25, 2000.
Signatures Date
/s/ Barry L. Shevlin* April 25, 2000
Barry L. Shevlin
Chairman and Chief Executive Officer
/s/ Charlie M. Meeks* April 25, 2000
Charlie M. Meeks, Director
/s/ James C. Watson* April 25, 2000
James C. Watson
Executive Vice President and Director
/s/ Howard Tackett* April 25, 2000
Dr. Howard Tackett
Vice President and Director
/s/ James E. Wallace* April 25, 2000
James E. Wallace, Director
/s/ Michael Kogan* April 25, 2000
Michael Kogan, Director
/s/ Robert Passaneau April 25, 2000
Robert Passaneau, Director
*By: /s/ Barry L. Shevlin April 25, 2000
Barry L. Shevlin
Attorney in fact
11
SOMMER & SCHNEIDER LLP
595 STEWART AVENUE, SUITE 710
GARDEN CITY, NEW YORK 11530
Herbert H. Sommer Telephone (516) 228-8181
Joel C. Schneider Facsimile (516) 228-8211
March 29, 2000
Board of Directors
BusinessMall.Com, Inc.
601 Cleveland Street, Suite 930
Clearwater, FL 33755
Gentlemen:
I am Securities Counsel to BusinessMall.Com, Inc. (f/k/a Progressive
Telecommunications Corporation) (the "Corporation"), a Nevada corporation. This
opinion letter has been prepared in connection with the Corporation's
registration statement on Form S-3 (the "Registration Statement") filed with the
Securities and Exchange Commission relating to the proposed offering of an
aggregate of 9,476,470 shares of the Corporation's common stock, par value $.001
per share, all of which shares (the "Shares") were issued or will be issued by
the Corporation in accordance with the terms of the following: (1) 2,170,175
Warrants exercisable at the price of $2.50 per Share and expire on December 31,
2000; (2) 985,000 Warrants exercisable at the price of $1.00 per Share and
expire on February 2002; (3) 968,667 Warrants exercisable at the price of $1.50
per Share and expire on December 31, 2002; (4) 375,000 Warrants exercisable at
the price of $3.88 per Share and expire on March 31, 2003; (5) Convertible
debentures in the aggregate principal amount of $502,500, convertible into
335,000 Shares convertible at $1.50 per Share; (6) Convertible debentures in the
aggregate principal amount of $1,500,000, convertible into 773,196 Shares based
on 150% of the initial conversion price of $3.44 per Share; and (7) an aggregate
of 3,869,464 Shares issued by the Corporation pursuant to Stock Purchase
Agreements, in lieu of contracting services, in lieu of equipment, in connection
with conversion of debt and consulting agreements. This opinion letter is
furnished to you at your request to enable you to fulfill the requirements of
Item 601(b)(5) of Regulation S-K, 17 C.F.R. (s) 229.601 (b)(5) in connection
with the Registration Statement.
For purposes of this opinion letter, I have examined copies of the
following documents:
1. An executed copy of the Registration Statement;
2. Executed copies of the Warrants;
3. Executed copies of Convertible Debentures;
4. Certificate of Incorporation, with all amendments thereto;
5. The By-laws of the Corporation; and
6. Resolutions of the Board of Directors dated:
i. August 18, 1999
ii. September 10, 1999
iii. September 28, 1999
iv. October 22, 1999
v. October 26, 1999
vi. November 10, 1999
vii. November 23, 1999
viii. December 1, 1999
ix. December 30, 1999
x. January 11, 2000
xi. January 13, 2000
xii. January 25, 2000
xiii. January 27, 2000
xiv. January 28, 2000
xv. February 3, 2000
xvi. February 14, 2000
xvii. February 15, 2000
xviii. February 17, 2000
xix. February 24, 2000
xx. February 29, 2000
xxi. March 9, 2000
xxii. March 20, 2000
xxiii. March 22, 2000
xxiv. March 23, 2000.
xxv. March 29, 2000.
In my examination of the aforesaid documents, I have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity, accuracy and completeness of all documents submitted to me, and
the conformity with the original documents of all documents submitted to me as
certified, telecopies, photostatic, or reproduced copies. This opinion letter
is given, and all statements herein are made, in the context of the foregoing.
This opinion letter is based as to matters of law solely on the Nevada
General Corporation Law. I express no opinion herein as to any other laws,
statutes, regulations or ordinances.
Based upon, subject to and limited by the foregoing, I am of the opinion
that following (i) effectiveness of the Registration Statement, (ii) issuance of
the Shares pursuant to the terms of the warrants and debentures, and(iii)
receipt by the Corporation of the consideration for the Shares specified in the
warrants and debentures and resolutions of the Board of Directors, the Shares
will be validly issued, fully paid and nonassessable under the Nevada General
Corporation Law.
I assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion letter. This opinion letter has been
prepared for your use in connection with the filing of the Registration
Statement on the date of this opinion letter and should not be quoted in whole
or in part or otherwise be referred to, nor filed with or furnished to any
governmental agency or other person or entity, without my prior written consent.
I hereby consent to the filing of this opinion letter as Exhibit 5 to
the Registration Statement. In giving this consent, I do not hereby admit that
I am an "expert" within the meaning of the Securities Act of 1933, as amended.
Very truly yours,
SOMMER & SCHNEIDER LLP
/s/ Joel C. Schneider
Joel C. Schneider
JCS/md
Board of Directors
BusinessMall.Com, Inc.
March 29, 2000
Page 3
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated December 3, 1999 relating to the
consolidated financial statements, which appears in BusinessMall.Com, Inc.'s
(formerly known as Progressive Telecommunications Corporation) Annual Report on
Form 10-K for the year ended September 30, 1999. We also consent to the
reference to us under the heading "Experts" in this Registration Statement.
/s/ Meeks, Dorman & Company,P.A.
Meeks, Dorman & Company, P.A.
Longwood, Florida
March 29, 2000
