<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB-A1
First Amended Registration Statement on Form 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL
BUSINESS ISSUERS
PANDORA'S GOLDEN BOX
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(Name of Small Business Issuer as specified in its charter)
NEVADA 76-0547762
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(State or other jurisdiction of (I.R.S. incorporation or
organization) Employer I.D. No.)
11949 FM 3005 #403
Galveston, Texas 77554
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(Address of Principal Executive Office)
Issuer's Telephone Number, including Area Code: (409) 737-4346
Securities registered pursuant to Section 12(b) of the Exchange Act:
None
Securities registered pursuant to Section 12(g) of the Exchange Act:
$0.001 Par Value Common Voting Stock
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Title of Class
DOCUMENTS INCORPORATED BY REFERENCE: See the Exhibit Index herein.
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PART I
Item 1. Description of Business.
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Business Development.
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Organization.
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Pandora's Golden Box (the "Company") was organized under the laws of the
State of Nevada on August 4, 1987. The Company was formed with the purpose of
engaging in any lawful activity permitted a corporation under the laws of the
State of Nevada. The Company's initial authorized capital consisted of
25,000,000 shares of $0.001 par value common voting stock.
On December 31, 1997, the Company filed with the Nevada Secretary of
State a Certificate of Amendment that effected a reverse split of its
outstanding common stock on a basis of 1 share for 100, while retaining the
present par and authorized capital, with appropriate adjustments in the stated
capital and additional paid in capital accounts of the Company, and with no
stockholders' holdings to be reduced to less than 100 shares as a result of
the reverse split. Unless otherwise indicated, all computations in this
Registration Statement reflect such reverse split. A copy of the initial
Articles of Incorporation and the Certificate of Amendment are attached hereto
and are incorporated herein by reference. See Item 13 of this Registration
Statement.
Public Offering.
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The Company completed an offering of its common stock pursuant to the
exemption from registration provided by Rule 504 of Regulation D of the
Securities Act of 1933, as amended, on December 15, 1987. The Company offered
the securities only in the state of Nevada and the shares were registered for
sale under the laws of the State of Nevada. It was a minimum/maximum offering
of 1,500,000/3,000,000 shares at a purchase price of $.05 per share. The
Company sold 2,957,000 shares, raising $147,850, before deduction of legal and
accounting fees and printing costs.
Recent Sales of Unregistered Securities.
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See Item 4, Part II of this Registration Statement.
Business.
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In approximately 1989, the Company purchased mining equipment and
acquired a lease on certain gold mining property in southern Utah. These
operations were unsuccessful and, other than the above-referenced matters and
seeking and investigating potential assets, property or businesses to acquire,
the Company has had no material business operations since the calendar year
ending December 31, 1991. To the extent that the Company intends to continue
to seek the acquisition of assets, property or business that may benefit the
Company and its stockholders, it is essentially a "blank check" company.
Because the Company has limited assets and conducts no material business,
management anticipates that any such venture would require it to transfer a
controlling interest in the Company through the issuance of shares of its
common stock as the sole consideration for the venture; such an issuance would
almost certainly result in a change in control of the Company. This may also
result in substantial dilution of the shares of current stockholders. The
Company's Board of Directors shall make the final determination whether to
complete any such venture; the approval of stockholders will not be sought
unless required by applicable laws, rules and regulations, its Articles of
Incorporation or Bylaws, or contract. The Company makes no assurance that any
future enterprise will be profitable or successful.
The Company is not currently engaging in any substantive business
activity and has no plans to engage in any such activity in the foreseeable
future. In its present form, the Company may be deemed to be a vehicle to
acquire or merge with a business or company. The Company does not intend to
restrict its search to any particular business or industry, and the areas in
which it will seek out acquisitions, reorganizations or mergers may include,
but will not be limited to, the fields of high technology, manufacturing,
natural resources, service, research and development, communications,
transportation, insurance, brokerage, finance and all medically related
fields, among others. The Company recognizes that the number of suitable
potential business ventures that may be available to it may be extremely
limited, and may be restricted to entities who desire to avoid what these
entities may deem to be the adverse factors related to an initial public
offering ("IPO"). The most prevalent of these factors include substantial time
requirements, legal and accounting costs, the inability to obtain an
underwriter who is willing to publicly offer and sell shares, the lack of or
the inability to obtain the required financial statements for such an
undertaking, limitations on the amount of dilution to public investors in
comparison to the stockholders of any such entities, along with other
conditions or requirements imposed by various federal and state securities
laws, rules and regulations. Any of these types of entities, regardless of
their prospects, would require the Company to issue a substantial number of
shares of its common stock to complete any such acquisition, reorganization or
merger, usually amounting to between 80% and 95% of the outstanding
shares of the Company following the completion of any such transaction;
accordingly, investments in any such private entity, if available, would be
much more favorable than any investment in the Company.
In the event that the Company engages in any transaction resulting in a
change of control of the Company and/or the acquisition of a business, the
Company will be required to file with the Commission a Current Report on Form
8-K within 15 days of such transaction. A filing on Form 8-K also requires the
filing of audited financial statements of the business acquired, as well as
pro forma financial information consisting of a pro forma condensed balance
sheet, pro forma statements of income and accompanying explanatory notes.
Although the Company has not communicated with any other entity with
respect to any potential merger or acquisition transaction, management has
determined to file this Registration Statement on a voluntary basis. In order
to have stock quotations for its common stock on the National Association of
Securities Dealers' Automated Quotation System ("Nasdaq"), an issuer must have
such securities registered under the 1934 Act. Upon the effective date of
this Registration Statement, which took place on or about April 17, 1998,
the Company's common stock became registered for purposes of the 1934 Act.
Management believes that this will make the Company more desirable for
entities that may be interested in engaging in a merger or acquisition
transaction. For the same reasons, the Company intends to voluntarily file
periodic reports with the Commission in the event that its obligation to file
such reports is suspended by the Commission.
Management intends to consider a number of factors prior to making any
decision as to whether to participate in any specific business endeavor, none
of which may be determinative or provide any assurance of success. These may
include, but will not be limited to an analysis of the quality of the entity's
management personnel; the anticipated acceptability of any new products or
marketing concepts; the merit of technological changes; its present financial
condition, projected growth potential and available technical, financial and
managerial resources; its working capital, history of operations and future
prospects; the nature of its present and expected competition; the quality and
experience of its management services and the depth of its management; its
potential for further research, development or exploration; risk factors
specifically related to its business operations; its potential for growth,
expansion and profit; the perceived public recognition or acceptance of its
products, services, trademarks and name identification; and numerous other
factors which are difficult, if not impossible, to properly or accurately
analyze, let alone describe or identify, without referring to specific
objective criteria.
Regardless, the results of operations of any specific entity may not
necessarily be indicative of what may occur in the future, by reason of
changing market strategies, plant or product expansion, changes in product
emphasis, future management personnel and changes in innumerable other
factors. Further, in the case of a new business venture or one that is in a
research and development mode, the risks will be substantial, and there will
be no objective criteria to examine the effectiveness or the abilities of its
management or its business objectives. Also, a firm market for its products or
services may yet need to be established, and with no past track record, the
profitability of any such entity will be unproven and cannot be predicted with
any certainty.
Management will attempt to meet personally with management and key
personnel of the entity sponsoring any business opportunity afforded to the
Company, visit and inspect material facilities, obtain independent analysis or
verification of information provided and gathered, check references of
management and key personnel and conduct other reasonably prudent measures
calculated to ensure a reasonably thorough review of any particular business
opportunity; however, due to time constraints of management, these activities
may be limited.
The Company is unable to predict the time as to when and if it may
actually participate in any specific business endeavor. The Company
anticipates that proposed business ventures will be made available to it
through personal contacts of directors, executive officers and principal
stockholders, professional advisors, broker dealers in securities, venture
capital personnel, members of the financial community and others who may
present unsolicited proposals. Management has no current plans to solicit any
specific merger or acquisition target; however, in addition to solicited and
unsolicited proposals from existing contacts, it is possible that the Company
may advertise its availability for a transaction in the "Wall Street Journal"
or a similar publication.
In certain cases, the Company may agree to pay a finder's fee or to
otherwise compensate the persons who submit a potential business endeavor in
which the Company eventually participates. Such persons may include the
Company's directors, executive officers, beneficial owners or their
affiliates. In this event, such fees may become a factor in negotiations
regarding a potential acquisition and, accordingly, may present a conflict of
interest for such individuals. Although no policy prohibits it, management
does not anticipate that the Company will borrow funds and use the proceeds
therefrom to make payments to the Company's promoters, management, or their
affiliates or associates. There are no agreements, arrangements or
understandings between non-management stockholders and management under which
such stockholders may directly or indirectly participate in or influence the
management of the Company's affairs. Non-management stockholders have sole
voting control over their shares and management has no control over whether
such stockholders exercise their voting rights to continue to elect the
current directors to the Company's Board of Directors.
The Company has not had any preliminary discussions and has no
agreements or understandings with any particular consultant for the
identification of a suitable merger or acquisition target. Nor has any of its
directors or executive officers used any particular consultant on a regular
basis. However, David M. Klausmeyer, the beneficial owner of approximately
17% of the Company's issued and outstanding shares, is a business consultant
with substantial experience in transactions of this type, and management
expects that any business opportunity that is presented to the Company may be
presented through the contacts of Mr. Klausmeyer.
In the event that the Company decides to use the services of any
independent consultant, management will consider numerous factors, including
the business experience of such consultant, the nature of the services to be
provided and the compensation being sought.
The Company has not established any maximum amount that may be paid as a
finder's fee. It is expected that the amount of any such fee will be
negotiated at such time as the Company locates a merger or acquisition target.
Company policy does not prohibit the issuance of debt or equity or revenues or
other funds of an acquisition or merger candidate as finder's fees; because
the Company has not been presented with any merger or acquisition candidate as
of the date of this Registration Statement, it is impossible to predict the
form that any such fees may take. Nor does Company policy prohibit related
party transactions with members of management or directors, although no such
transaction is planned.
Further, substantial fees are often paid in connection with the
completion of these types of acquisitions, reorganizations or mergers, ranging
from a small amount to as much as $250,000. These fees are usually divided
among promoters or founders, after deduction of legal, accounting and other
related expenses, and it is not unusual for a portion of these fees to be paid
to members of management or to principal stockholders as consideration for
their agreement to retire a portion of the shares of common stock owned by
them. In such an event, management may actively negotiate or otherwise
consent to the purchase of their stock, and it is not anticipated that any
such opportunity will be afforded to other stockholders or that such
stockholders will be afforded an opportunity to approve or consent to any
particular buyout transaction. In the event that such fees are paid, they may
become a factor in negotiations regarding any potential acquisition by the
Company and, accordingly, may present a conflict of interest for such
individuals.
None of the Company's directors, executive officers or promoters, or
their affiliates or associates, has had any negotiations with any
representatives of the owners of any business or company regarding the
possibility of an acquisition or merger transaction with the Company. Nor are
there any present plans, proposals, arrangements or understandings with any
such persons regarding the possibility of any acquisition or merger involving
the Company.
Involvement in Other "Blank Check" Companies.
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Since July, 1995, Mr. Bono has been a director of G/O International,
Inc., a Colorado corporation that may also be deemed to have been a "blank
check" company until the calendar year ended December 31, 1997 ("G/O"). From
November, 1994, to March, 1996, Mr. Bono also served as President and a
director of Amazon Natural Treasures, Inc., a Utah corporation formerly known
as "Concord Capital, Inc." ("Concord"). Mr. Bono also served as Treasurer of
Concord from August, 1995, to March, 1996. On May 13, 1997, Mr. Bono was
elected to serve on the Board of Directors and as Vice President of Agristar,
Inc., a Delaware corporation ("Agristar"), which may be deemed to be a "blank
check" company. As of the date of this Registration Statement, Mr. Bono still
serves in these capacities.
From November, 1994, to March, 1996, Ms. Novick served as a director of
Concord. She also served as Secretary of Concord from August, 1995 to March,
1996. On May 6, 1997, Ms. Novick was appointed to fill a vacancy on the Board
of Directors and to serve as President and Secretary of Agristar. Ms. Novick
still serves in as a director and as President of Agristar. On May 13, 1997,
Ms. Novick was elected Treasurer of Agristar; with the exception of the office
of Secretary, she still serves in these capacities.
Other than G/O, Concord and Agristar, neither Mr. Bono nor Ms. Novick
has served as a director or executive officer of any "blank check" company
during the past 10 years; neither person has ever been involved in any "blank
check" securities offering. In the event that Mr. Bono or Ms. Novick is
presented with a potential merger or acquisition transaction that may benefit
both G/O or Agristar and the Company, he or she will provide a "due diligence"
checklist containing material information about both companies to the
potential merger or acquisition target and let it select the entity that is
most desirable to such target.
Other than the above-referenced relationships between Mr. Bono and Ms.
Novick, there are no affiliations between any director, executive officer or
principal of the Company.
Risk Factors.
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In any business venture, there are substantial risks specific to the
particular enterprise which cannot be ascertained until a potential
acquisition, reorganization or merger candidate has been identified; however,
at a minimum, the Company's present and proposed business operations will be
highly speculative and be subject to the same types of risks inherent in any
new or unproven venture, and will include those types of risk factors outlined
below.
Extremely Limited Assets; No Source of Revenue. The Company has
virtually no assets and has had no revenue since the calendar year ending
December 31, 1991 or to the date hereof. Nor will the Company receive any
revenues until it completes an acquisition, reorganization or merger, at the
earliest. The Company can provide no assurance that any acquired business
will produce any material revenues for the Company or its stockholders or that
any such business will operate on a profitable basis.
Discretionary Use of Proceeds; "Blank Check" Company. Because the
Company is not currently engaged in any substantive business activities, as
well as management's broad discretion with respect to the acquisition of
assets, property or business, the Company may be deemed to be a "blank check"
company. Although management intends to apply any proceeds it may receive
through the issuance of stock or debt to a suitable acquisition, subject to
the criteria identified above, such proceeds will not otherwise be designated
for any more specific purpose. The Company can provide no assurance that any
use or allocation of such proceeds will allow it to achieve its business
objectives.
Absence of Substantive Disclosure Relating to Prospective
Acquisitions. Because the Company has not yet identified any assets, property
or business that it may acquire, potential investors in the Company will have
virtually no substantive information upon which to base a decision whether to
invest in the Company. Potential investors would have access to significantly
more information if the Company had already identified a potential acquisition
or if the acquisition target had made an offering of its securities directly
to the public. The Company can provide no assurance that any investment in
the Company will not ultimately prove to be less favorable than such a direct
investment.
Unspecified Industry and Acquired Business; Unascertainable Risks.
To date, the Company has not identified any particular industry or business in
which to concentrate its acquisition efforts. Accordingly, prospective
investors currently have no basis to evaluate the comparative risks and
merits of investing in the industry or business in which the Company may
acquire. To the extent that the Company may acquire a business in a high
risk industry, the Company will become subject to those risks. Similarly, if
the Company acquires a financially unstable business or a business that is in
the early stages of development, the Company will become subject to
the numerous risks to which such businesses are subject. Although management
intends to consider the risks inherent in any industry and business in which
it may become involved, there can be no assurance that it will correctly
assess such risks.
Uncertain Structure of Acquisition. Management has had no
preliminary contact or discussions regarding, and there are no present plans,
proposals or arrangements to acquire any specific assets, property or
business. Accordingly, it is unclear whether such an acquisition would take
the form of an exchange of capital stock, a merger or an asset acquisition.
However, because the Company has virtually no resources as of the date of this
Registration Statement, management expects that any such acquisition would
take the form of an exchange of capital stock. See Part I, Item 2, of this
Registration Statement.
State Restrictions on "Blank Check" Companies. A total of 36 states
prohibit or substantially restrict the registration and sale of "blank check"
companies within their borders. Additionally, 36 states use "merit review
powers" to exclude securities offerings from their borders in an effort to
screen out offerings of highly dubious quality. See paragraph 8221, NASAA
Reports, CCH Topical Law Reports, 1990. The Company intends to comply fully
with all state securities laws, and plans to take the steps necessary to
ensure that any future offering of its securities is limited to those states
in which such offerings are allowed. However, while the Company has no
substantive business operations and is deemed to a "blank check" Company,
these legal restrictions may have a material adverse impact on the Company's
ability to raise capital because potential purchasers of the Company's
securities must be residents of states that permit the purchase of such
securities. These restrictions may also limit or prohibit stockholders from
reselling shares of the Company's common stock within the borders of
regulating states.
By regulation or policy statement, eight states (Idaho, Maryland,
Missouri, Nevada, New Mexico, Pennsylvania, Utah and Washington), some of
which are included in the group of 36 states mentioned above, place various
restrictions on the sale or resale of equity securities of "blank check" or
"blind pool" companies. These restrictions include, but are not limited to,
heightened disclosure requirements, exclusion from "manual listing"
registration exemptions for secondary trading privileges and outright
prohibition of public offerings of such companies.
In most jurisdictions, "blank check" and "blind pool" companies are
not eligible for participation in the Small Corporate Offering Registration
("SCOR") program, which permits an issuer to notify the Securities and
Exchange Commission of certain offerings registered in such states by
filing a Form D under Regulation D of the Securities and Exchange Commission.
All states (with the exception of Alabama, Delaware, Florida, Hawaii,
Minnesota, Nebraska and New York) have adopted some form of SCOR.
States participating in the SCOR program also allow applications for
registration of securities by qualification by filing a Form U-7 with the
states' securities commissions. Nevertheless, the Company does not anticipate
making any SCOR offering or other public offering in the foreseeable future,
even in any jurisdiction where it may be eligible for participation in SCOR,
despite its status as a "blank check" or "blind pool" company.
The net effect of the above-referenced laws, rules and regulations
will be to place significant restrictions on the Company's ability to
register, offer and sell and/or to develop a secondary market for shares of
the Company's common stock in virtually every jurisdiction in the United
States. These restrictions should cease once and if the Company acquires a
venture by purchase, reorganization or merger, so long as the business
operations succeeded to involve sufficient activities of a specific nature.
Management to Devote Insignificant Time to Activities of the
Company. Members of the Company's management are not required to devote
their full time to the affairs of the Company. Because of their time
commitments, as well as the fact that the Company has no business operations,
the members of management anticipate that they will devote an insignificant
amount of time to the activities of the Company, at least until such time as
the Company has identified a suitable acquisition target.
No Market for Common Stock; No Market for Shares. Although the
Company intends to submit for listing of its common stock on the OTC Bulletin
Board of the National Association of Securities Dealers, Inc. (the "NASD"),
there is currently no market for such shares and there can be no assurance
that any such market will ever develop or be maintained. Any market price for
shares of common stock of the Company is likely to be very volatile, and
numerous factors beyond the control of the Company may have a significant
effect. In addition, the stock markets generally have experienced, and
continue to experience, extreme price and volume fluctuations which have
affected the market price of many small capital companies and which have often
been unrelated to the operating performance of these companies. These broad
market fluctuations, as well as general economic and political conditions, may
adversely affect the market price of the Company's common stock in any market
that may develop. Sales of "restricted securities" under Rule 144 may also
have an adverse effect on any market that may develop. See the caption
"Recent Sales of Unregistered Securities," Part II, Item 4, of this
Registration Statement.
Risks of "Penny Stock." The Company's common stock may be deemed to
be "penny stock" as that term is defined in Reg. Section 240.3a51-1 of the
Securities and Exchange Commission. Penny stocks are stocks (i) with a price
of less than five dollars per share; (ii) that are not traded on a
"recognized" national exchange; (iii) whose prices are not quoted on the
NASDAQ automated quotation system (NASDAQ-listed stocks must still meet
requirement (i) above); or (iv) in issuers with net tangible assets less than
$2,000,000 (if the issuer has been in continuous operation for at least three
years) or $5,000,000 (if in continuous operation for less than three years),
or with average revenues of less than $6,000,000 for the last three years.
There has been no "established public market" for the Company's
common stock during the last five years. At such time as the Company
completes a merger or acquisition transaction, if at all, it may attempt to
qualify for listing on either NASDAQ or a national securities exchange.
However, at least initially, any trading in its common stock will most likely
be conducted in the over-the-counter market in the "pink sheets" or the OTC
Bulletin Board of the NASD.
Section 15(g) of the Securities Exchange Act of 1934, as amended,
and Reg. Section 240.15g-2 of the Securities and Exchange Commission require
broker-dealers dealing in penny stocks to provide potential investors with a
document disclosing the risks of penny stocks and to obtain a manually signed
and dated written receipt of the document before effecting any transaction in
a penny stock for the investor's account. Potential investors in the
Company's common stock are urged to obtain and read such disclosure carefully
before purchasing any shares that are deemed to be "penny stock."
Moreover, Reg. Section 240.15g-9 of the Securities and Exchange
Commission requires broker-dealers in penny stocks to approve the account of
any investor for transactions in such stocks before selling any penny stock to
that investor. This procedure requires the broker-dealer to (i) obtain from
the investor information concerning his or her financial situation, investment
experience and investment objectives; (ii) reasonably determine, based on that
information, that transactions in penny stocks are suitable for the investor
and that the investor has sufficient knowledge and experience as to be
reasonably capable of evaluating the risks of penny stock transactions; (iii)
provide the investor with a written statement setting forth the basis on which
the broker-dealer made the determination in (ii) above; and (iv) receive a
signed and dated copy of such statement from the investor, confirming that it
accurately reflects the investor's financial situation, investment experience
and investment objectives. Compliance with these requirements may make it
more difficult for investors in the Company's common stock to resell their
shares to third parties or to otherwise dispose of them.
Dilution. Because the Company presently has extremely limited assets,
management anticipates that it may be required to issue shares of its common
stock to members of management, promoters or their affiliates or associates in
order to raise sufficient funds to maintain its good standing in the State of
Nevada, prepare and file its quarterly and annual reports with the Commission
and investigate any potential business venture that may be presented to it.
The issuance of such shares would have the effect of diluting the holdings of
the Company's existing stockholders. See the heading "Plan of Operation" of
the caption "Management's Discussion and Analysis or Plan of Operation," Part
I, Item 2 of this Registration Statement.
Principal Products and Services.
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The limited business operations of the Company, as now contemplated,
involve those of a "blank check" company. The only activities to be conducted
by the Company are to maintain its good standing in the State of Nevada, to
manage its current limited assets and to seek out and investigate the
acquisition of any viable business opportunity by purchase and exchange for
securities of the Company or pursuant to a reorganization or merger through
which securities of the Company will be issued or exchanged.
Distribution Methods of the Products or Services.
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Management will seek out and investigate business opportunities through
every reasonably available fashion, including personal contacts,
professionals, securities broker dealers, venture capital personnel, members
of the financial community and others who may present unsolicited proposals;
the Company may also advertise its availability as a vehicle to bring a
company to the public market through a "reverse" reorganization or merger. At
present, management does not expect that the Company will advertise its
availability on the Internet or through use of a Worldwide Web site.
Status of any Publicly Announced New Product or Service.
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None; not applicable.
Competitive Business Conditions.
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Management believes that there are literally thousands of "blank check"
companies engaged in endeavors similar to those engaged in by the Company;
many of these companies have substantial current assets and cash reserves.
Competitors also include thousands of other publicly-held companies whose
business operations have proven unsuccessful, and whose only viable business
opportunity is that of providing a publicly-held vehicle through which a
private entity may have access to the public capital markets. There is no
reasonable way to predict the competitive position of the Company or any other
entity in the strata of these endeavors; however, the Company, having limited
assets and cash reserves, will no doubt be at a competitive disadvantage in
competing with entities which have recently completed IPO's, have significant
cash resources and have recent operating histories when compared with the
complete lack of any substantive operations by the Company for the past
several years.
Sources and Availability of Raw Materials and Names of Principal
Suppliers.
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None; not applicable.
Dependence on One or a Few Major Customers.
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None; not applicable.
Patents, Trademarks, Licenses, Franchises, Concessions, Royalty
Agreements or Labor Contracts.
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None; not applicable.
Need for any Governmental Approval of Principal Products or
Services.
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Because the Company currently produces no products or services, it is
not presently subject to any governmental regulation in this regard. However,
in the event that the Company engages in a merger or acquisition transaction
with an entity that engages in such activities, it will become subject to all
governmental approval requirements to which the merged or acquired entity is
subject.
Effect of Existing or Probable Governmental Regulations on
Business.
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On the effectiveness of its Registration Statement on Form 10-SB, the
Company will be subject to Regulation 14A of the Commission, which regulates
proxy solicitations. Section 14(a) of the Securities Exchange Act of 1934, as
amended (the "1934 Act"), requires all companies with securities registered
pursuant to Section 12(g) thereof to comply with the rules and regulations of
the Commission regarding proxy solicitations, as outlined in Regulation 14A.
Matters submitted to stockholders of the Company at a special or annual
meeting thereof or pursuant to a written consent will require the Company to
provide its stockholders with the information outlined in Schedules 14A or 14C
of Regulation 14; preliminary copies of this information must be submitted to
the Commission at least 10 days prior to the date that definitive copies of
this information are forwarded to stockholders.
The Company will also be required to file annual reports on Form 10-KSB
and quarterly reports on Form 10-QSB with the Commission on a regular basis,
and will be required to timely disclose certain material events (e.g., changes
in corporate control; acquisitions or dispositions of a significant amount of
assets other than in the ordinary course of business; and bankruptcy) in a
Current Report on Form 8-K.
Management believes that these obligations will increase the Company's
annual legal and accounting costs, but it is expected that assets will be
sufficient to meet these costs; in the event that assets are not sufficient,
it is likely that management will advance funds. See the heading "Plan of
Operation" of the caption "Management's Discussion and Analysis or Plan of
Operation", Part I, Item 2 of this Registration Statement.
The integrated disclosure system for small business issuers adopted by
the Commission in Release No. 34-30968 and effective as of August 13, 1992,
substantially modified the information and financial requirements of a "Small
Business Issuer," defined to be an issuer that has revenues of less than $25
million; is a U.S. or Canadian issuer; is not an investment company; and if a
majority-owned subsidiary, the parent is also a small business issuer;
provided, however, an entity is not a small business issuer if it has a public
float (the aggregate market value of the issuer's outstanding securities held
by non-affiliates) of $25 million or more.
The Commission, state securities commissions and the North American
Securities Administrators Association, Inc. ("NASAA") have expressed an
interest in adopting policies that will streamline the registration process
and make it easier for a small business issuer to have access to the public
capital markets. The present laws, rules and regulations designed to promote
availability to the small business issuer of these capital markets and similar
laws, rules and regulations that may be adopted in the future will
substantially limit the demand for "blank check" companies like the Company,
and may make the use of these companies obsolete.
Research and Development.
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None; not applicable.
Cost and Effects of Compliance with Environmental Laws.
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None; not applicable. However, environmental laws, rules and regulations
may have an adverse effect on any business venture viewed by the Company as an
attractive acquisition, reorganization or merger candidate, and these factors
may further limit the number of potential candidates available to the Company
for acquisition, reorganization or merger.
Number of Employees.
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None.
Year 2000.
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Because the Company is not presently engaged in any substantial business
operations, management does not believe that computer problems associated with
the change of year to the year 2000 will have any material effect on its
operations. However, the possibility exists that the Company may merge with
or acquire a business that will be negatively affected by the "year 2000"
problem. The effect of such problem or the Company in the future can not be
predicted with any accuracy until such time as the Company identifies a merger
or acquisition target.
Item 2. Management's Discussion and Analysis or Plan of Operation.
- -------------------------------------------------------------------
Plan of Operation.
- ------------------
The Company has not engaged in any material operations or had any
revenues from operations during the last two calendar years or since 1991.
The Company's plan of operation for the next 12 months is to continue to seek
the acquisition of assets, property or business that may benefit the Company
and its stockholders. Because the Company has virtually no resources,
management anticipates that to achieve any such acquisition, the Company will
be required to issue shares of its common stock as the sole consideration for
such venture.
During the next 12 months, the Company's only foreseeable cash
requirements will relate to maintaining the Company in good standing or the
payment of expenses associated with reviewing or investigating any potential
business venture, which may be advanced by management or principal
stockholders as loans to the Company. There are not currently any preliminary
agreements or understandings providing for any executive officer, director or
principal stockholder to advance funds in the form of a loan to the Company.
Because the Company has not identified any such venture as of the date of this
Registration Statement, it is impossible to predict the amount of any such
loan. However, any such loan will not exceed $25,000 and will be on terms no
less favorable to the Company than would be available from a commercial lender
in an arm's length transaction. Due to the Company's limited assets and
operations as of the date of this Registration Statement, it is expected that
any such loan would be repaid either in the form of the Company's common stock
or in cash at such time as the Company has sufficient cash on hand. Due to
the Company's extremely limited operating history, this would probably occur
after the completion of a merger or acquisition transaction. As of the date
of this Registration Statement, the Company has not actively begun to seek any
such venture.
Results of Operations.
- ---------------------
The Company has had no material operations since the calendar year
ending December 31, 1991. Losses totaled $0 and $4,948, respectively, for the
year ended December 31, 1996 and the period ended November 30, 1997.
Liquidity.
- ---------
The Company had no liquidity during the year ended December 31, 1996 and
liquidity of $5,812 during the period ending November 30, 1997 provided from
proceeds from the issuance of common stock.
Item 3. Description of Property.
- ---------------------------------
The Company has no assets, property or business; its principal executive
office address and telephone number are the home address and telephone number
of its President, Sam Bono, and are provided at no cost. Because the Company
has no current business operations, its activities have been limited to
keeping itself in good standing in the State of Nevada, and with preparing
this Registration Statement and the accompanying financial statements. These
activities have consumed an insignificant amount of management's time;
accordingly, the costs to Mr. Bono of providing the use of his home and
telephone have been minimal.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
- ------------------------------------------------------------------------
Security Ownership of Certain Beneficial Owners.
- ------------------------------------------------
The following table sets forth the shareholdings of those persons
who own more than five percent of the Company's common stock as of the date
hereof, to wit:
<TABLE>
<CAPTION>
Number of Shares Percentage
Name and Address(1) Beneficially Owned of Class
- ---------------- ------------------ --------
<S> <C> <C>
James D. Gravely 15,000 8.3%
5408 Grandin Road, Ext.
Roanoke, VA 24018
David M. Klausmeyer 30,834 17.1%
288 Litchfield Cr.
Houston, Texas 77024
Linda Plemmons 33,334 18.5%
10817 Winterbourne Ct.
Charlotte, NC 28277
Q-Marq Securities(2) 35,334 19.6%
P. O. Box 2097
Grand Cayman, BWI
James P. Taney 15,000 8.3%
819 Honeysuckle Road
Salem, VA 24153
Kelly N. Taylor 14,000 7.8%
220 East 1100 North #23
North Salt Lake, Utah 84054
</TABLE>
(1) Each of these persons has sole investment and voting power with
respect to the shares indicated opposite his, her or its name.
(2) Q-Marq Securities is a securities broker in the Cayman Islands,
specializing in small private placements. It also invests for its own account
and on behalf of clients and operates an international escrow service. There
are no affiliations between any executive officer, director or principal of
the Company and Q-Marq Securities.
Security Ownership of Management.
- ---------------------------------
The following table sets forth the shareholdings of the Company's
directors and executive officers as of the date hereof, to wit:
Number of Shares
Beneficially Owned Percentage of
Name and Address as of 12/31/96 of Class
- ---------------- ------------------ -------------
[S] [C] [C]
Sam Bono -0- 0%
11949 FM 3005 #403
Galveston, Texas 77554
Carol Novick -0- 0%
12633 Memorial Drive #123
Houston, Texas 77024
All directors and -0- 0%
executive officers
as a group (2)
See the caption "Directors, Executive Officers, Promoters and Control
Persons," Part I, Item 5 of this Registration Statement for information
concerning the offices or other capacities in which the foregoing persons
serve with the Company.
Changes in Control.
- -------------------
There are no present arrangements or pledges of the Company's
securities which may result in a change in control of the Company.
Item 5. Directors, Executive Officers, Promoters and Control Persons.
- -------- -------------------------------------------------------------
Identification of Directors and Executive Officers.
- ---------------------------------------------------
The following table sets forth the names of all current directors
and executive officers of the Company. These persons will serve until the
next annual meeting of the stockholders (held in July of each year) or until
their successors are elected or appointed and qualified, or their prior
resignation or termination.
<TABLE>
Date of Date of
Positions Election or Termination
Name Held Designation or Resignation
- ---- ---- ----------- --------------
<S> <C> <C> <C>
Sam Bono Director 3/7/97 *
President
Carol Novick Sec'y/Treasurer 3/7/97 *
Director
</TABLE>
* This person presently serves in the capacities indicated.
There are no agreements or understandings for any director or executive
officer of the Company to resign at the request of any other person. However,
it is expected that any merger or acquisition transaction would be accompanied
by the resignation of the Company's current directors and executive officers.
No director or executive officer acts or will act on behalf of or at the
direction of any other person.
At present, the sole responsibilities of the Company's directors and
executive officers are to maintain its good standing in the State of Nevada,
file its periodic reports in compliance with Section 13 of the Exchange Act,
and to seek a suitable merger or acquisition candidate. As of the date of
this Registration Statement, the Company has not identified any such
candidate.
The Company's directors and executive officers are presently the only
persons whose activities will be material to its operations. In the event
that the Company engages the services of any consultant to assist in
identifying and completing a merger or acquisition transaction, the services
of such consultant will also be material to its operations. If the Company
completes such a transaction and new directors and executive officers are
retained, the services of such persons will also be material to its
operations. However, as disclosed above, the Company has had no preliminary
discussions with any consultant or any potential merger or acquisition target.
In addition to the Company's directors and executive officers, David M.
Klausmeyer, Linda Plemmons and Q-Marq Securities may be deemed to be promoters
of the Company by virtue of their stockholdings. In addition, John Whitley, a
former affiliate of the Company, may be deemed to be a promoter of the Company
to the extent that he may assist in the location of a suitable merger or
acquisition candidate. With the exception of Mr. Bono and Ms. Novick, none of
these persons will have any active role in the Company. They may subsequently
refer merger or acquisition candidates to the Company's directors and
executive officers; however, they have no obligation to do so and have no
knowledge of any potential candidates as of the date of this Registration
Statement. With the exception of the above-named persons, the Company has no
promoters.
Business Experience.
- --------------------
Sam Bono. Mr. Bono, age 60, is a graduate of the University of Florida.
For the last five years, he has been the owner and sole proprietor of the
Direct Sales Company of Houston, Texas, a firm that specializes in the sale
and distribution of industrial supplies.
Carol Novick. Ms. Novick is 53 years of age. She attended the
University of Maryland. For the past fifteen years, she has been the sole
proprietor of Novaco, a company specializing in the treatment of fabrics and
carpeting.
Significant Employees.
- ----------------------
The Company has no employees who are not executive officers.
Family Relationships.
- ---------------------
None.
Involvement in Certain Legal Proceedings.
- -----------------------------------------
During the past five years, no present or former director, executive
officer or person nominated to become a director or an executive officer of
the Company:
(1) was a general partner or executive officer of any business
against which any bankruptcy petition was filed, either at the time of the
bankruptcy or two years prior to that time;
(2) was convicted in a criminal proceeding or named subject to a
pending criminal proceeding (excluding traffic violations and other minor
offenses);
(3) was subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise
limiting his involvement in any type of business, securities or banking
activities; or
(4) was found by a court of competent jurisdiction (in a civil
action), the Securities and Exchange Commission or the Commodity Futures
Trading Commission to have violated a federal or state securities or
commodities law, and the judgment has not been reversed, suspended or vacated.
Item 6. Executive Compensation.
- --------------------------------
The following table sets forth the aggregate compensation paid
by the Company for services rendered during the periods indicated:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation Awards Payouts
- -------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Securities All
Other Underlying Other
Name and Year or Annual Restricted Options/ LTIP Compen-
Principal Period Salary Bonus Compen- Stock SAR's (#) Payouts sation
Position Ended ($) ($) sation($) Awards($)
($)
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Sam Bono 12/31/96 0 0 0 0 0 0 0
President, 12/31/97 0 0 0 0 0 0 0
Director
Carol Novick 12/31/96 0 0 0 0 0 0 0
Sec/Tres 12/31/97 0 0 0 0 0 0 0
Director
</TABLE>
No cash compensation, deferred compensation or long-term incentive plan
awards were issued or granted to the Company's management during the calendar
years ended December 31, 1997 or 1996, or the period ending on the date of
this Registration Statement. Further, no member of the Company's management
has been granted any option or stock appreciation rights; accordingly, no
tables relating to such items have been included within this Item.
Compensation of Directors.
- --------------------------
There are no standard arrangements pursuant to which the Company's
directors are compensated for any services provided as director. No
additional amounts are payable to the Company's directors for committee
participation or special assignments.
Employment Contracts and Termination of Employment and Change-in-Control
Arrangements.
- -------------
There are no employment contracts, compensatory plans or
arrangements, including payments to be received from the Company, with respect
to any director or executive officer of the Company which would in any way
result in payments to any such person because of his or her resignation,
retirement or other termination of employment with the Company or its
subsidiaries, any change in control of the Company, or a change in the
person's responsibilities following a change in control of the Company. It is
anticipated that any merger or acquisition transaction involving the Company
would be accompanied by the resignation of the Company's current directors and
executive officers and a change in control of the Company. See the caption
"Business" of this Registration Statement.
Item 7. Certain Relationships and Related Transactions.
- --------------------------------------------------------
Transactions with Management and Others.
- ----------------------------------------
There have been no material transactions, series of similar
transactions, currently proposed transactions, or series of similar
transactions, to which the Company or any of its subsidiaries was or is to be
a party, in which the amount involved exceeded $60,000 and in which any
director or executive officer, or any security holder who is known to the
Company to own of record or beneficially more than five percent of the
Company's common stock, or any member of the immediate family of any of the
foregoing persons, had a material interest.
Certain Business Relationships.
- -------------------------------
There have been no material transactions, series of similar
transactions, currently proposed transactions, or series of similar
transactions, to which the Company or any of its subsidiaries was or is to be
a party, in which the amount involved exceeded $60,000 and in which any
director or executive officer, or any security holder who is known to the
Company to own of record or beneficially more than five percent of the
Company's common stock, or any member of the immediate family of any of the
foregoing persons, had a material interest.
Indebtedness of Management.
- ---------------------------
There have been no material transactions, series of similar
transactions, currently proposed transactions, or series of similar
transactions, to which the Company or any of its subsidiaries was or is to be
a party, in which the amount involved exceeded $60,000 and in which any
director or executive officer, or any security holder who is known to the
Company to own of record or beneficially more than five percent of the
Company's common stock, or any member of the immediate family of any of the
foregoing persons, had a material interest.
Parents of the Issuer.
- ----------------------
The Company has no parents.
Transactions with Promoters.
- ----------------------------
There have been no material transactions, series of similar
transactions, currently proposed transactions, or series of similar
transactions, to which the Company or any of its subsidiaries was or is to be
a party, in which the amount involved exceeded $60,000 and in which any
promoter or founder, or any member of the immediate family of any of the
foregoing persons, had a material interest.
Item 8. Description of Securities.
- -----------------------------------
The Company has one class of securities authorized, consisting of
25,000,000 shares of $0.001 par value common voting stock. The holders of
the Company's common stock are entitled to one vote per share on each matter
submitted to a vote at a meeting of stockholders. The shares of common stock
do not carry cumulative voting rights in the election of directors.
Stockholders of the Company have no pre-emptive rights to acquire
additional shares of common stock or other securities. The common stock is
not subject to redemption rights and carries no subscription or conversion
rights. In the event of liquidation of the Company, the shares of common
stock are entitled to share equally in corporate assets after satisfaction of
all liabilities. All shares of common stock now outstanding are fully
paid and non-assessable.
There are no outstanding options, warrants or calls to purchase any
of the authorized securities of the Company.
There is no provision in the Company's Articles of Incorporation, as
amended, or Bylaws, as amended, that would delay, defer, or prevent a change
in control of the Company.
The outstanding "unregistered" and "restricted" shares of the Company's
common stock are subject to the resale restrictions of the 1933 Act and may be
sold in compliance with Rule 144 of the Commission upon completion of a one-
year holding period. To the knowledge of management, no stockholder of the
Company has executed any "lock-up" agreement with respect to the Company's
common stock.
PART II
Item 1. Market Price of and Dividends on the Company's Common Equity and
Other Stockholder Matters.
- --------------------------
Market Information.
- -------------------
There has never been any established "public market" for shares of
common stock of the Company. The Company intends to request a broker-dealer
to act as a market maker for the Company's common stock and to submit for
listing on the OTC Bulletin Board of the National Association of Securities
Dealers ("NASD"); however, management has not had any preliminary discussions
with any market maker regarding the participation of such market maker in any
future market for the Company's securities and does not expect any public
market to develop unless and until the Company completes an acquisition,
reorganization or merger. Nor are there any plans, proposals, arrangements or
understandings with any other person with regard to the development of such a
market. In any event, no assurance can be given that any market for the
Company's common stock will develop or be maintained. If a public market ever
develops in the future, the sale of "unregistered" and "restricted" shares of
common stock pursuant to Rule 144 of the Commission by the holders of such
shares may have a substantial adverse impact on any such public market. See
the captions "Security Ownership of Certain Beneficial Owners," Part I, Item
4, and "Recent Sales of Unregistered Securities," Part II, Item 4, of this
Registration Statement.
Holders.
- --------
The number of record holders of the Company's securities as of the
date of this Registration Statement is approximately 77.
Dividends.
- ----------
The Company has not declared any cash dividends with respect to its
common stock or its preferred stock, and does not intend to declare dividends
in the foreseeable future. The future dividend policy of the Company cannot
be ascertained with any certainty, and if and until the Company completes any
acquisition, reorganization or merger, no such policy will be formulated.
There are no material restrictions limiting, or that are likely to limit, the
Company's ability to pay dividends on its securities.
Item 2. Legal Proceedings.
- ---------------------------
The Company is not a party to any pending legal proceeding. No
federal, state or local governmental agency is presently contemplating any
proceeding against the Company. No director, executive officer or affiliate
of the Company or owner of record or beneficially of more than five percent of
the Company's common stock is a party adverse to the Company or has a
material interest adverse to the Company in any proceeding.
Item 3. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
- ---------------------
There have been no changes in the Company's principal independent
accountant in the past two calendar years or as of the date of this
Registration
Statement. The current accountant for the Company audited its last financial
statements for the calendar year ended December 31, 1996.
Item 4. Recent Sales of Unregistered Securities.
- -------------------------------------------------
Date Number of Aggregate
Name Acquired Shares Consideration
---- -------- --------- -------------
Linda W. Plemmons 7/25/97 33,334 $3,333.33
Q-Marq Securities 10/2/97 33,334 $3,333.33
David M. Klausmeyer 7/15/97 30,834 $3,083.34
Kevin M. Klausmeyer 8/10/97 2,500 $ 250.00
and Cynthia Killian
Klausmeyer
Mr. Bono contacted both David M. Klausmeyer and Q-Marq Securities about
the possibility of purchasing shares of the Company, as he knew that they had
made similar investments in the past. Mr. Klausmeyer had represented Q-Marq
in the United States from 1989 to 1992 as a "finder" of investment banking
opportunities. Mr. Klausmeyer referred Mr. Bono to his son Kevin M.
Klausmeyer and daughter-in-law Cynthia Killian Klausmeyer. Ms. Plemmons was
referred to Mr. Bono by John Whitley, who is her father and who may also be
deemed to be a promoter of the Company. See the caption "Directors, Executive
Officers, Promoters and Control Persons," Part I, Item 5 of this Registration
Statement.
Each of these persons was deemed to be an "accredited investor" or a
"sophisticated investor" and had access to all material information regarding
the Company prior to the offer or sale of these securities. Such offers and
sales are believed to have been exempt from the registration requirements of
Section 5 of the Securities Act of 1933 pursuant to Sections 3(b) and/or 4(2)
thereof, and from similar states' securities laws, rules and regulations
requiring the offer and sale of securities by available state exemptions from
such registration.
Item 5. Indemnification of Directors and Officers.
- ---------------------------------------------------
Section 78.751(1) of the Nevada Revised Statutes ("NRS") authorizes
a Nevada corporation to indemnify any director, officer, employee, or
corporate agent "who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, except an action by or
in the right of the corporation" due to his or her corporate role. Section
78.751(1) extends this protection "against expenses, including attorneys'
fees, judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or her in connection with the action, suit or proceeding if he
or she acted in good faith and in a manner which he or she reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful."
Section 78.751(2) of the NRS also authorizes indemnification of the
reasonable defense or settlement expenses of a corporate director, officer,
employee or agent who is sued, or is threatened with a suit, by or in the
right of the corporation. The party must have been acting in good faith and
with the reasonable belief that his or her actions were not opposed to the
corporation's best interests. Unless the court rules that the party is
reasonably entitled to indemnification, the party seeking indemnification must
not have been found liable to the corporation.
To the extent that a corporate director, officer, employee, or agent
is successful on the merits or otherwise in defending any action or proceeding
referred to in Section 78.751(1) or 78.751(2), Section 78.751(3) of the NRS
requires that he be indemnified "against expenses, including attorneys' fees,
actually and reasonably incurred by him or her in connection with the
defense."
Section 78.751 (4) of the NRS limits indemnification under Sections
78.751 (1) and 78.751(2) to situations in which either (1) the stockholders,
(2)the majority of a disinterested quorum of directors, or (3) independent
legal counsel determine that indemnification is proper under the
circumstances.
Pursuant to Section 78.751(5) of the NRS, the corporation may
advance an officer's or director's expenses incurred in defending any action
or proceeding upon receipt of an undertaking. Section 78.751(6)(a) provides
that the rights to indemnification and advancement of expenses shall not be
deemed exclusive of any other rights under any bylaw, agreement, stockholder
vote or vote of disinterested directors. Section 78.751(6)(b) extends the
rights to indemnification and advancement of expenses to former directors,
officers, employees and agents, as well as their heirs, executors, and
administrators.
Regardless of whether a director, officer, employee or agent has the
right to indemnity, Section 78.752 allows the corporation to purchase and
maintain insurance on his behalf against liability resulting from his or her
corporate role.
According to Article XI of the Company's Bylaws, every person who acts
as a representative of the Company shall be indemnified and held harmless to
the fullest extent legally permissible under the laws of the State of Nevada.
PART F/S
Index to Financial Statements
Report of Certified Public Accountants
Financial Statements
- --------------------
Audited Financial Statements
December 31, 1996 and November 30, 1997*
---------------------------------------
Independent Auditors' Report
Balance Sheets
Statements of Operations
Statements of Stockholders' Equity
Statements of Cash Flows
Notes to the Financial Statements
* These financial statements have been previously filed with the
Securities and Exchange Commission as part of the initial Form
10-SB Registration Statement filed by the Company and are
incorporated herein by reference.
PART III
Item 1. Index to Exhibits.
- ---------------------------
The following exhibits are filed as a part of this Registration
Statement:
<TABLE>
<CAPTION>
Exhibit
Number Description*
- ------ ------------
<S> <C>
3.1 Initial Articles of Incorporation dated August 4, 1987**
3.2 Certificate of Amendment to the Articles of Incorporation dated
December 31, 1997 respecting the 100 for 1 reverse split**
3.3 By-Laws**
27 Financial Data Schedule**
</TABLE>
* Summaries of all exhibits contained within this
Registration Statement are modified in their
entirety by reference to these Exhibits.
* These documents and related exhibits have been
previously filed with the Securities and Exchange
Commission as exhibits to the initial Form 10-SB
Registration Statement of the Company and are
incorporated herein by reference.
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the Registrant has caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized.
PANDORA'S GOLDEN BOX
Date: 7/12/98 By /s/ Sam Bono
----------- ------------------------
Sam Bono, President and
Director
Date: 7/15/98 By /s/ Carol Novick
----------- ------------------------
Carol Novick, Secretary
Treasurer and
Director
