RESALE PROSPECTUS
GRAND SLAM TREASURERS, INC.
UP TO 2,371,344
SHARES OF COMMON STOCK
WHICH THE SELLING SHAREHOLDERS MAY RESELL UNDER THIS PROSPECTUS
You should read this resale prospectus carefully before you invest. This
prospectus relates to 2,371,344 shares of common stock $.001 par value per share
(the "Common Stock") of Grand Slam Treasures, Inc. (the "Company"). The
stockholders of the Company listed in the "Selling Stockholders" section of this
resale prospectus may offer and resell shares of Common Stock under this resale
prospectus for their own accounts. Grand Slam Treasures, Inc. will not receive
any proceeds from the resale of these shares by the selling stockholders.
These shares were issued or are issuable to the selling stockholders and
others as follows
(i) 2,371,344 shares issued and issuable under the 2000 Amended and
Restated Non-Qualified Stock Option Plan (the "Plan")
The selling stockholders may offer their common stock through public or
private transactions, at prevailing market prices or at privately negotiated
prices. These future prices are not currently known.
Grand Slam Treasurers, Inc. stock is traded on the Nasdaq OTC Bulletin
Board under the symbol "GRST". On September 8, 2000 the last reported sale price
for the common stock on the Nasdaq OTC Bulletin Board was $1.19 per share.
See Risk Factors beginning on page 2 to read about factors you should
consider before buying shares of common stock.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY
BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION MADE TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is September 11, 2000
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Risk Factors
You should carefully consider the risks described below before deciding
whether to invest in Grand Slam Treasurers, Inc.. If any of the contingencies
discussed in the following paragraphs or other materially adverse events
actually materialize, the business, financial condition and results of
operations of Grand Slam Treasurers, Inc. could be materially and adversely
affected. In such a case, the trading price of Grand Slam Treasurers, Inc.'s
common stock could decline, and you could lose all or part of your investment.
Grand Slam Treasurers, Inc. Has Experienced Difficulty Implementing Its Business
Plan
Grand Slam Treasurers, Inc. has an ambitious business plan that it has been
attempting to implement since December 1999. Since the company has experienced
difficulty obtaining financing from traditional sources, execution of most of
its business plan has been delayed. There can be no assurance that the business
plan can be implemented and successfully executed.
Substantial Doubt Exists as to Grand Slam Treasurers, Inc.s' Ability to Continue
as a Going Concern
For a substantial period, the Company has incurred net operating losses and
management projects that the Company will continue to incur net losses and
experience negative cash flow for the foreseeable future. This will require
substantial amounts of capital. As of the date of this prospectus, management
does not have commitments for additional financing and cannot be sure that Grand
Slam Treasurers, Inc. will be able to obtain any such commitments at all or upon
reasonable terms and conditions.
Revised Corporate Business
In the past, the Company was involved with the development of theme parks
and thereafter with the auctioning of artifacts. The Company is now moving away
from these lines of business and will focus its operations in Korea. Because of
the Company's inexperience with Korea, there is no guaranty that its future
results will be profitable.
Country Risk
Assuming the closing of the Kimvision Holdings Limited acquisition
substantially all of the Company's operations will be conducted in Korea.
If Grand Slam Treasurers, Inc. acquires another company, Grand Slam
Treasurers, Inc. could encounter difficulties in assimilating the acquiree's
personnel and operations. This may disrupt our ongoing business and distract
management, as well as result in unanticipated costs and difficulty in
maintaining standards, controls and procedures. Grand Slam Treasurers, Inc. may
be required to incur debt or issue equity securities to pay for any future
acquisitions or to fund any losses or unanticipated costs of the combined
companies.
According, the Company will be subject to special considerations and
significant risks not typically associated with companies operating in the U.S.
or in Western Europe. These include risks associated with political, economic
and legal environments as well as foreign currency exchange. The Company's
future results may be affected by, among other things, changes in the political
and social conditions in Korea, the changes in government policies with respect
to laws and regulations, currency conversion and remittance of broad and rates
and methods of taxation.
<PAGE>
Limited Access to Additional Funds
No assurance can be given that the business will generate sufficient cash
flow from operations to fund liquidity needs in the future. At present, the
Company does not have sufficient cash or borrowing power to finance its future
growth. Therefore, growth could be limited unless the Company is able to obtain
additional cash from the sale or equity or the occurrence of debt. Government
regulation of the Internet and data transmission over the Internet could effect
the Company's business. Following completion of the Korean acquisitions, the
Company's principal business will be the operation of a Korean portal. Laws and
regulations directly applicable to communications or commerce over the Internet
are becoming more prevelant. These include childrens' privacy, copyrights,
taxation and the transmission of sexually explicit materials. The laws of the
Internet, however, remain largely unsettled even in areas where there has been
certain legislative action. It may take years to determine whether and how
existing law such as those governing intellectual property, privacy libel and
taxation applied to the Internet. In addition, the growth and development of the
market for online commerce may prompt commerce from more astringent consumer
protection laws and may impose additional burdens on companies conducting
business on the Internet. The adoption or modification of laws or regulations
relating to the Internet could adversely affect the Company's business.
Volitility of Market Price
After completion of the Korean acquisition, the market price of our common
stock could be subject to significant fluctuation due to variations and response
to various factors including, but not limited to:
* variations in our annually and quarterly financial results or those of our
competitors.
* Changes by financial research analysis and their estimates of our future
earnings, conditions and the economy in general or in our industry in
particular.
* Unfavorable publicity or changes in applicable laws or regulations.
Grand Slam Treasurers, Inc. is Subject to All Risks Faced by Start-Up Web Portal
Companies
Grand Slam Treasurers, Inc. may encounter certain risks and difficulties in
building and operating a business in the rapidly evolving web portal sector,
especially given its limited operating history:
* Future revenues will depend heavily on management's ability to acquire
businesses, to attract and retain subscribers and business customers, and
to increase per subscriber revenues.
* The Internet services sector, is extremely competitive and is changing
rapidly. Competition could result in loss of customers and reduction of
revenues. Most of our competitors have significantly greater market
presence, brand recognition, and financial, technical and personnel
resources than Grand Slam Treasurers, Inc. has, and many have extensive
coast to coast Internet backbones and large customer bases.
A Note About Forward-Looking Statements
This prospectus contains both historical and forwardlooking statements. All
statements other than statements of historical fact are, or may be deemed to be,
forwardlooking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The
forwardlooking statements in this prospectus are not based on historical facts,
but rather reflect the current expectations of the management of Grand Slam
Treasurers, Inc. concerning future results and events.
The forward-looking statements generally can be identified by the use of
terms such as "believe," "expect," "anticipate," "intend," "plan," "foresee,"
"likely," "will" or other similar words or phrases. Similarly, statements that
describe the objectives, plans or goals of Grand Slam Treasurers, Inc. are or
may be forwardlooking statements.
Forward-looking statements involve known and unknown risks, uncertainties
and other factors that may cause the actual results, performance or achievements
of Grand Slam Treasurers, Inc. to be different from any future results,
performance and achievements expressed or implied by these statements. You
should review carefully all information, including the financial statements and
the notes to the financial statements included in this prospectus. In addition
to the factors discussed above under "Risk Factors," the following important
factors could affect future results, causing the results to differ materially
from those expressed in the forwardlooking statements in this prospectus:
<PAGE>
* the timing, impact and other uncertainties related to pending and
future acquisitions by Grand Slam Treasurers, Inc.
* the impact of new technologies;
* changes in laws or rules or regulations of governmental agencies,
governing the Internet.
* changes in tax requirements, including tax rate changes, new tax laws
and revised tax law interpretations; and
* interest rate fluctuations and other capital market conditions.
These factors are not necessarily all of the important factors that could
cause actual results to differ materially from those expressed in the
forwardlooking statements in this prospectus. Other unknown or unpredictable
factors also could have material adverse effects on the future results of Grand
Slam Treasurers, Inc. The forwardlooking statements in this prospectus are made
only as of the date of this prospectus and Grand Slam Treasurers, Inc. does not
have any obligation to publicly update any forwardlooking statements to reflect
subsequent events or circumstances. Grand Slam Treasurers, Inc. cannot assure
you that projected results will be achieved.
Use Of Proceeds
Because this prospectus is solely for the purpose of permitting the
participants in the Amended and Restated 2000 Non-Qualified Stock Option Plan
("Participants") to offer and sell shares, Grand Slam Treasurers, Inc.will not
receive any proceeds from the sale of the shares being offered. The selling
stockholders will receive all the proceeds. However, Grand Slam Treasurers,
Inc.will receive the proceeds from any exercise of stock options which will be
used for general corporate purposes.
Determination Of Offering Price
This offering is solely for the purpose of allowing Participants to sell
shares. The Participants may elect to sell some or all of their shares when they
choose, in the near future or at a later date, at the price at which they choose
to sell. As the market develops, the Participants will determine the price for
their shares.
<PAGE>
Dilution
This offering is for sales of shares by Participants. Such sales will not
result in any dilution to the net tangible book value per share of the common
stock of Grand Slam Treasurers, Inc. before and after the sales. Prospective
investors should be aware, however, that the market price of shares being sold
may not bear any rational relationship to net tangible book value per share. As
of March 31, 2000, the net tangible book value per outstanding share of the
common stock of Grand Slam Treasurers, Inc. was a negative. Thus, exercise of
the options will be non-dilutive.
PARTICIPANTS
The Participants acquired beneficial ownership of all the shares offered
for resale pursuant to this prospectus in compensatory transactions. These
transactions include stock bonuses for employees and stock options issued or
issuable under the 2000 Non-Qualified Stock Option Plan. A shareholder is deemed
to beneficially own shares held in his or her name and certain shares he or she
does not own but has the right to acquire upon option exercise or otherwise
within 60 days after the date of this prospectus.
After the sales are complete, the selling stockholders beneficially owning
1% or more of the outstanding common stock will be Larry L. Eastland (34.8%) and
Robert Klosterman (22.12%), based on 17,551,088 shares issued and outstanding as
of September 1, 2000.
Plan Of Distribution
Grand Slam Treasurers, Inc. is registering this offering of shares on
behalf of the Participants. Grand Slam Treasurers, Inc. will pay all costs,
expenses and fees related to the registration, including all registration and
filing fees, printing expenses, fees and disbursements of its counsel, blue sky
fees and expenses. The Participants will pay any underwriting discounts and
selling commissions in connection with the sale of the shares.
The Participants may sell the shares covered by this prospectus from time
to time in one or more transactions through the OTC Bulletin Board or an
interdealer quotation system, on one or more securities exchanges, in
alternative trading markets or otherwise, at prices and at terms then prevailing
or at prices related to the then current market price, or in negotiated
transactions. The Participant will determine the prices at which they sell their
shares in these transactions. The Participant may effect the transactions by
selling the shares to or through broker-dealers. In effecting sales,
broker-dealers engaged by the Participants may arrange for other brokerdealers
to participate in the resales. The shares may be sold by one or more, or a
combination, of the following:
* a block trade in which the brokerdealer attempts to sell the shares as
agent but may position and resell a portion of the block as principal
to facilitate the transaction,
* purchases by a brokerdealer as principal and resale by the
brokerdealer for its account,
* ordinary brokerage transactions and transactions in which the broker
solicits purchasers, and
* privately negotiated transactions.
The amount of securities to be offered or resold by means of this
prospectus by each Participant, and any other person with whom he or she is
acting in concert for the purpose of selling securities of Grand Slam
Treausures, Inc., is limited by SEC Rule 144(e)(1) and (2). The number of shares
resold may not exceed, during any three-month period, the greater of:
* 1% of the shares of the class outstanding as shown by the most recent
report published by the issuer, or
<PAGE>
* the average weekly reported volume of trading in such securities
during the four calendar weeks preceding the date of receipt of the
order to execute the transaction by the broker or the date of
execution of the transaction directly with a market maker.
For the purpose of determining the amount of securities sold during any
three-month period, the following provisions shall apply:
(i) Where both convertible securities and securities of the class into
which they are convertible are sold, the amount of convertible securities
sold shall be deemed to be the amount of securities of the class into which
they are convertible for the purpose of determining the aggregate amount of
securities of both classes sold;
(ii) The amount of securities sold for the account of a pledgee
thereof, or for the account of a purchaser of the pledged securities,
during any period of three months within one year after a default in the
obligation secured by the pledge, and the amount of securities sold during
the same three-month period for the account of the pledgor shall not
exceed, in the aggregate, the amount specified in paragraph SEC Rule
144(e)(1) or (2), whichever is applicable;
(iii) The amount of securities sold for the account of a donee thereof
during any period of three months within one year after the donation, and
the amount of securities sold during the same three-month period for the
account of the donor, shall not exceed, in the aggregate, the amount
specified in paragraph SEC Rule 144(e)(1) or (2), whichever is applicable;
(iv) Where securities were acquired by a trust from the settlor of the
trust, the amount of such securities sold for the account of the trust
during any period of three months within one year after the acquisition of
the securities by the trust, and the amount of securities sold during the
same three-month period for the account of the settlor, shall not exceed,
in the aggregate, the amount specified in paragraph SEC Rule 144(e)(1) or
(2), whichever is applicable.
(v) The amount of securities sold for the account of the estate of a
deceased person, or for the account of a beneficiary of such estate, during
any period of three months and the amount of securities sold during the
same period for the account of the deceased person prior to his death shall
not exceed, in the aggregate, the amount specified in SEC Rule 144(e) (1)
or (2), whichever is applicable; provided, that no limitation on amount
shall apply if the estate or beneficiary thereof is not an affiliate of the
issuer;
(vi) When two or more affiliates or other persons agree to act in
concert for the purpose of selling securities of an issuer, all securities
of the same class sold for the account of all such persons during any
period of three months shall be aggregated for the purpose of determining
the limitation on the amount of securities sold;
(vii) The following sales of securities need not be included in
determining the amount of securities sold: securities sold pursuant to an
effective registration statement under the Securities Act; securities sold
pursuant to an exemption provided by Regulation A under the Securities Act;
securities sold in a transaction exempt pursuant to Section 4 of the
Securities Act and not involving any public offering; and securities sold
offshore pursuant to Regulation S under the Securities Act.
The Participants may enter into hedging transactions with broker-dealers.
In these transactions, broker-dealers may engage in short sales of the common
stock in the course of hedging the positions they assume with the Participants.
The Participants also may sell the common stock short pursuant to this
prospectus and redeliver the shares to close out these short positions. The
Participants may enter into option or other transactions with broker-dealers
that require the delivery to the broker-dealer of the shares covered by this
prospectus. The broker-dealer may then resell or otherwise transfer the shares
pursuant to this prospectus. The Participants also may loan or pledge the shares
to a broker-dealer. The broker-dealer may then sell the loaned shares or, upon a
default by the Participant, the broker-dealer may sell the pledged shares
pursuant to this prospectus.
The Participants may engage in other financing transactions that may
include forward contract transactions or borrowings from financial institutions
in which the shares are pledged as security. In connection with any of these
forward contract transactions, the Participants would pledge shares to secure
their obligations and the counterparty to these transactions would sell the
common stock short to hedge its transaction with the Participant. Upon a default
by the Participant under any of these financings, including a forward contract
transaction, the pledgee or its transferee may sell the pledged shares pursuant
to this prospectus. Any such pledgee or its transferee will be identified in
this prospectus by post-effective amendment to the registration statement of
which it is a part.
<PAGE>
Broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from the Participant. Broker-dealers or
agents may also receive compensation from the purchasers of the shares for whom
they act as agents or to whom they sell as principals, or both. Compensation to
a particular broker-dealer may be in excess of customary commissions and will be
in amounts to be negotiated with a Participant in connection with the sale.
Broker-dealers or agents, any other participating broker-dealers and the
Participants may be deemed to be "underwriters" within the meaning of Section
2(11) of the Securities Act in connection with sales of the shares. Accordingly,
any commission, discount or concession received by them and any profit on the
resale of the shares purchased by them may be deemed to be underwriting
discounts or commissions under the Securities Act. Because the Participants may
be deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act, the Participants will be subject to the prospectus delivery
requirements of the Securities Act.
The Participants will be subject to applicable provisions of the Securities
Exchange Act of 1934 and the associated rules and regulations, including
Regulation M. These provisions may limit the timing of purchases and sales of
shares of the common stock of Grand Slam Treasurers, Inc.by the participants.
Grand Slam Treasurers, Inc.will make copies of this prospectus available to the
Participants and has informed them of the need for delivery of copies of this
prospectus to purchasers at or before the time of any sale of the shares.
Legal Opinion
Vanderkam & Sanders, Houston, TX has passed upon the legality of the shares
offered by this prospectus.
Experts
The consolidated statements of operations, stockholders' equity and cash
flows of Grand Slam Treasurers, Inc. and subsidiary for the year ended June 30,
1998 included in this prospectus have been included herein in reliance on the
report of Mark Bailey & Co., Ltd., independent certified public accountants,
given on authority of that firm as experts in accounting and auditing.
With respect to the unaudited interim financial information included
herein, the independent certified public accountants have not audited or
reviewed the information and have not expressed an opinion or any other form of
assurance with respect to this information.
How To Obtain Additional Information
Grand Slam Treasurers, Inc. has filed a registration statement with the
Securities and Exchange Commission relating to the securities offered by this
prospectus. The prospectus does not contain all of the information set forth in
the registration statement. For further information with respect to Grand Slam
Treasurers, Inc. and the securities offered by this prospectus, refer to the
registration statement. In addition, Grand Slam Treasurers, Inc. recently became
a public company required to file annual and quarterly reports with the
Securities and Exchange Commission. As of the date of this prospectus, no
reports have been required to be filed. You may read and copy the registration
statement and any materials Grand Slam Treasurers, Inc. files with the
Securities and Exchange Commission at the Securities and Exchange Commission's
Public Reference Room at 450 Fifth Street, N.W., Washington, DC 20549. The
public may obtain information on the operation of the Public Reference Room by
calling the Securities and Exchange Commission at 1800SEC0330. The Securities
and Exchange Commission also maintains an Internet site at www.sec.gov where
TCOM Ventures' Securities and Exchange Commission filings can be viewed.
