FISHTHEWORLD HOLDINGS, INC.
(Exact Name of Small Business Issuer in its Charter)
| Florida (State of Incorporation) | ---- (Primary Standard Classification Code) | 65-0956101 (IRS Employer ID No.) | ||
2206 NE 26TH STREET
FORT LAUDERDALE, FLORIDA 33305
(954) 568-0865
(Address and Telephone Number of Registrant's Principal
Executive Offices and Principal Place of Business)
JON GUNDLACH
2206 NE 26TH STREET
FORT LAUDERDALE, FLORIDA 33305
(954) 568-0865
(Name, Address and Telephone Number of Agent for Service)
Copies of communications to:
GREGG E. JACLIN, ESQ.
ANSLOW & JACLIN, LLP
4400 ROUTE 9, 2ND FLOOR
FREEHOLD, NEW JERSEY
TELEPHONE NO.: (732) 409-1212
FACSIMILE NO.: (732) 577-1188
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
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, 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 of 1933, 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 of 1933, 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(d) under the Securities Act of 1933, 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
| Title of Each Class Of securities to be Registered | Amount to be Registered | Proposed Maximum Aggregate Offering Price per share | Proposed Maximum Aggregate Offering Price | Amount of Registration fee |
| Common Stock of par value $0.0001 per share | 200,800 | $.50 | $100,400 | $92.37 |
The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(c). Our common stock is not traded and any national exchange and in accordance with Rule 457, the offering price was determined by the price shareholders were sold to Harrison shareholders in a private placement memorandum. The price of $.30 is a fixed price at which the selling security holders may sell their shares until our common stock is quoted on the OTC Bulletin Board at which time the shares may be sold at prevailing market prices or privately negotiated prices.
The information in this prospectus is not complete and may be changed. The shareholders may not sell these securities until the registration statement filed with the securities and exchange commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED AUGUST , 2002
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.
The selling shareholders named in this prospectus are offering all of the shares of common stock offered through this prospectus. The shares were acquired by the selling shareholders directly from us in two private offerings that were exempt from registration under the United States securities laws.
Our common stock is presently not traded on any market or securities exchange. It is our intention to have a market maker apply for trading for our common stock on the Over the Counter Bulletin Board (“OTC BB”) following the effectiveness of this registration statement. The 200,800 shares of our common stock can be sold by selling security holders at a fixed price of $.50 per share until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices.
The purchase of the securities offered through this prospectus involves a high degree of risk.
Neither the securities and exchange commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The Date Of This Prospectus Is: August , 2002
| PAGE | |
| Summary | 3 |
| Risk Factors | 4 |
| Use of Proceeds | 7 |
| Determination of Offering Price | 7 |
| Dilution | 7 |
| Selling Shareholders | 8 |
| Plan of Distribution | 13 |
| Legal Proceedings | 15 |
| Directors, Executive Officers, Promoters and Control Persons | 15 |
| Security Ownership of Certain Beneficial Owners and Management | 16 |
| Description of Securities | 17 |
| Interests of Named Experts and Counsel | 18 |
| Disclosure of Commission Position of Indemnification for Securities Act Liabilities | 18 |
| Organization Within Last Five Years | 19 |
| Description of Business | 19 |
| Plan of Operation | 30 |
| Description of Property | 33 |
| Certain Relationships and Related Transactions | 33 |
| Market for Common Equity and Related Stockholder Matters | 34 |
| Executive Compensation | 35 |
| Index to Financial Statements | 37 |
| Changes in and Disagreements with Accountants Disclosure | 38 |
| Available Information | 38 |
i
Until , all dealers that effect transactions in these securities whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
FISHTHEWORLD HOLDINGS, INC.
We were incorporated on June 26, 1998 under the laws of the State of Florida as Asturias Industries, Inc. On May 8, 2002, we acquired all of the shares of Fishtheworld.com, Inc. from the Fishtheworld.com, Inc. shareholders in consideration for the issuance of 9,000,000 shares our common stock to the Fishtheworld.com, Inc. shareholders pursuant to a Stock Purchase Agreement and Share Exchange between Fishtheworld.com, Inc. and us. Pursuant to the Agreement, Fishtheworld.com, Inc. became our wholly owned subsidiary and we changed our name to FishtheWorld Holdings, Inc. Our principal offices are located at 2206 NE 26th Street, Fort Lauderdale, Florida 33305.
FISHTHEWORLD.COM, INC.
Our subsidiary, FishtheWorld.com, Inc., provides Internet users the ability to search an international database of fishing reports that contain detailed information about fishing and fishing hot spots around the world. Since its formation in 1998, Fishtheworld.com, Inc. has partnered with sponsors such as Westbank Anglers, International Marine Insurance, American Suzuki Motor Corporation big game fishing journal, Pompanette, Guy Harvey Art, Black Bart Tackle, BTN Billfish Tournament Network, The Styles Check Company and others. During the last 3 years, Fishtheworld.com, Inc. has built a high quality fishing reports service for the fishing community both nationally and internationally and has been consistently ranked in the top 15 internet sites in the fishing and hunting category. Fishtheworld.com, Inc. is currently increasing its operations to include the expansion of its fishing reports services worldwide and reference information for the recreational industry which will better allow Internet users a quick and easy way to search for fishing guides, charters, online purchasing of fishing products and services, fishing travel adventures and educational information.
Securities Being Offered. Our selling security holders are offering up to 200,800 shares of common stock. The selling security holders may sell their shares at a fixed price of $.50 until our common stock is quoted on the OTC Bulletin Board at which time the shares may be sold at prevailing market prices or privately negotiated prices. There are no minimum number of shares that must be sold in this offering.
Securities Issued and to be Issued. There are currently 10,000,000 shares of common stock issued and outstanding as of the date of this prospectus. All of the common stock to be sold under this prospectus will be sold by existing shareholders.
Use of Proceeds. The selling stockholders are selling shares of common stock covered by this prospectus for their own account. We will not receive any of the proceeds from the resale of these shares. We have agreed to bear the expenses relating to the registration of the shares for the selling security holders.
An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus and any other filings we may make with the United States Securities and Exchange Commission in the future before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. Please note that throughout this prospectus, the words “we”, “our” or “us” refer to us and not to the selling stockholders.
We Will Require Additional Funds to Achieve Our Current Business Strategy and Our Inability to Obtain Additional Financing Could Have a Negative Effect on Our Ability to Maintain Business Operations.
We will need to raise additional funds through public or private debt or sale of equity to achieve our current business strategy. This financing may not be available when needed. Even if this financing is available, it may be on terms that we deem unacceptable or are materially adverse to your interests with respect to dilution of book value, dividend preferences, liquidation preferences, or other terms. Our inability to obtain financing would have a negative effect on our ability to implement our development strategy, and as a result, could require us to diminish or suspend our development strategy and possibly cease our operations.
If we are unable to obtain financing on reasonable terms, we could be forced to delay, scale back or eliminate certain product and service development programs. In addition, such inability to obtain financing on reasonable terms could have a negative effect on our business, operating results, or financial condition to such extent that we are forced to restructure, file for bankruptcy, sell assets or cease operations, any of which could put your investment dollars at significant risk.
We Have a Limited Operating History That You Can Use to Evaluate Us and the Likelihood of Our Success must Be Considered in Light of the Problems, Expenses, Difficulties, Complications and Delays Frequently Encountered by a Start up Company.
We were incorporated on June 26, 1998. Our wholly owned subsidiary, Fishtheworld.com, Inc. was incorporated in 1998. We have not undertaken any significant operations to date. Accordingly, you can evaluate our business, and therefore our future prospects, based only on a limited operating history. You must consider our prospects in light of the risks and uncertainties encountered by start up companies.
We are subject to all the substantial risks inherent in the commencement of a new business enterprise with new management. We can provide no assurance that we will be able to successfully generate revenues, operate profitably, or make any distributions to the holders of our securities. We have a limited business history for you to analyze or to aid you in making an informed judgement as to the merits of an investment in our securities. Any investment in our common stock should be considered a high risk investment because you will be placing funds at risk in an unseasoned start-up company with unforeseen costs, expenses, competition and other problems to which start-up ventures are often subject.
If we are unable to generate significant revenues, we will not be able to achieve profitability or continue operations. If we are unable to generate significant revenues from our operations, we could be forced to delay, scale back or eliminate certain product development programs. In addition, such inability to generate revenue could have a negative effect on our business, operating results, or financial condition to such extent that we are forced to restructure, file for bankruptcy, sell assets or cease operations, any of which could put your investment dollars at significant risk.
Our Financial Statements Are for a Relatively Short Period of Time and May Have Limited Significance to You in Determining Our Prospects.
As a start-up company having been incorporated on June 26, 1998 without significant operations, our audited financial statements for the period of inception through December 31, 2001, and our unaudited financial statements for the period of inception through March 31, 2002, represent a relatively short period of time. Because our financial statements are for such a short period of time, they may have limited significance to you in making an evaluation of our company.
As an Internet Company, We Are in an Intensely Competitive Industry and Any Failure to Timely Implement Our Business Plan Could Have a Negative Effect on Our Business and Your Investment.
The internet industry is highly competitive, and has few barriers to entry. Although there are few competitors who offer the same or similar services of the type we offer, we can provide no assurance that additional competitors will not enter markets that we intend to serve. If we are unable to efficiently and effectively institute our business plan, we may never be able to establish our web site and become profitable.
Our Industry Depends on Discretionary Consumer Spending, Which If Negatively Affected, Could Have a Material Adverse Effect on Your Investment.
Our business opportunities are directly dependent upon the level of consumer spending on recreational travel activities and related services, a discretionary spending item. If discretionary consumer spending on recreational travel activities declines, the travel industry may be negatively affected which may in turn cause a decline in the use or need for our services which will likely cause a reduction in our revenues. Our success depends upon a number of factors relating to consumer spending, including future economic conditions affecting disposable consumer income such as employment, business conditions, interest rates, and tax rates. We can provide no assurance that consumer spending in general or spending on recreational travel activities in particular will not decline, thus negatively affecting our future viability and profitability or that our business will not be negatively affected by future downturns in the travel industry.
If We Are Unable to Establish a Large User Base We May Have Difficulty Attracting Advertisers to Our Web Site, Which Will Hinder Our Ability to Generate Advertising Revenues, Which Is an Integral Part of Our Business Plan.
An integral part of our business plan and marketing strategy requires us to establish a large user base. Once we are able to establish a large user base and a demand for our online services, we will be able to attract advertisers to our web site and possibly begin to generate advertising revenues. If our business or marketing strategy fails for any reason and we are unable to cost efficiently increase our user base, our ability to generate revenues will suffer. If for any reason our web site is ineffective at attracting consumers or if we are unable to continue to develop and update our web site to keep consumers satisfied with our service, our user base may decrease and our ability to generate advertising revenues may decline.
Our Market Is Characterized by Rapid Technological Change, and If We Fail to Develop and Market New Technologies Rapidly, Our Results of Operations Will Suffer.
The internet and the online commerce industry are characterized by rapid technological change that could render our existing web site obsolete. The development of our web site entails significant technical and business risks. We can give no assurance that we will successfully use new technologies effectively or adapt our web site to customer requirements or emerging industry standards. If our management is unable, for technical, legal, financial, or other reasons, to adapt in a timely manner in response to changing market conditions or customer requirements, our business operations may be materially and negatively effected which may result in the loss of all or part of your investment.
Our Accountants Have Raised Substantial Doubt as to Our Continuance as a Going Concern Which May Make it Difficult for Us to Raise Additional Debt or Equity Financing
Our business condition, as indicated in the audit report of Weinberg & Company, PA, raises substantial doubt as to our continuance as a going concern. To date, we have completed only part of our business plan and we can provide no assurance that we will be able to achieve profitability. It is not possible at this time for us to predict with assurance the potential success of our business.
This report and the existence of these recurring losses from operations may make it more difficult for us to raise additional debt or equity financing needed to run our business and is not viewed favorably by analysts or investors. We urge potential investors to review this report before making a decision to invest in Fishtheworld.
If We Are Unable to Hire and Retain Key Personnel, Then We May Not Be Able to Implement Our Business Plan.
We depend on the services of our senior management and key technical personnel. In particular, our success depends on the continued efforts of our President and Secretary Jon Gundlach, to manage our business operations. The loss of the services of Mr. Gundlach could have a negative effect on our business, financial condition and results of operations. In addition, our success in expanding our business operations is largely dependent on our ability to hire highly qualified personnel. In addition, we may lose employees or consultants that we hire due to higher salaries and fees being offered by competitors or other businesses in the industry.
You May Not Be Able to Liquidate Your Investment Since There Is No Assurance That a Public Market Will Develop for Our Common Stock or That Our Common Stock Will Ever Be Approved for Trading on a Recognized Exchange.
There is no established public trading market for our securities. After this document is declared effective by the Securities and Exchange Commission, we currently intend to seek a market maker to apply for a listing on the NASD OTC BB in the United States. Our shares are not and have not been listed or quoted on any exchange or quotation system. We can not assure you that a market maker will agree to file the necessary documents with the National Association of Securities Dealers, which operates the NASD OTC BB, nor can there be any assurance that such an application for quotation will be approved or that a regular trading market will develop or that if developed, will be sustained. In the absence of a trading market, an investor may be unable to liquidate its investment which will result in the loss of your investment.
"Penny Stock" Rules May Make Buying or Selling Our Common Stock Difficult.
If a market for our securities develops and the price of our common stock falls below $5.00 per share, then we will be subject to “penny stock” regulation. “Penny stock” rules impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 together with a spouse). For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser’s written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction, of a disclosure schedule prescribed by the Commission relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements must be sent disclosing recent price information on the limited market in penny stocks. Consequently, the “penny stock” rules may restrict the ability of broker-dealers to sell our shares of common stock. The market price of our shares would likely suffer as a result.
If a Market for Our Common Stock Does Develop, Our Stock Price May Be Volatile
There is currently no market for our common stock and there is no assurance that a market will develop. If a market develops, we anticipate that the market price of our common stock will be subject to wide fluctuations in response to several factors including:
| o | Our ability to compete to expand our markets; | |
| o | Our ability to generate revenues from advertising sales; | |
| o | Increased competition from competitors who offer similar opportunities; and | |
| o | Our financial condition and results of our operations. |
USE OF PROCEEDS
We will not receive any proceeds from the sale of the common stock offered through this prospectus by the selling shareholders.
DETERMINATION OF OFFERING PRICE
The initial public offering price of the shares of our common stock has been determined arbitrarily by us and does not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value. Although our common stock is not listed on a public exchange, we will be filing to obtain a listing on the Over The Counter Bulletin Board (OTCBB) concurrently with the filing of this prospectus. However, there is no assurance that our common stock, once it becomes listed on a public exchange, will trade at market prices in excess of the initial public offering price as prices for the common stock in any public market which may develop will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for the common stock, investor perception of us and general economic and market conditions.
DILUTION
The common stock to be sold by the selling shareholders is common stock that is currently issued and outstanding. Accordingly, there will be no dilution to our existing shareholders.
SELLING SHAREHOLDERS
The selling shareholders named in this prospectus are offering all of the 200,800 shares of common stock offered through this prospectus. The shares include the following:
| 1. | 71,800 shares of our common stock that the selling shareholders acquired from us under an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933 in an offering that was completed in August, 1999; and |
| 2. | 129,000 shares of our common stock that the selling shareholders acquired from us as part of the merger agreement dated May 8, 2002 between us and Fishtheworld.com, Inc. Such shares were issued in accordance with an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933. |
The following table provides as of July 31, 2002 information regarding the beneficial ownership of our common stock held by each of the selling shareholders, including:
| 1. | the number of shares owned by each prior to this offering; |
| 2. | the total number of shares that are to be offered for each; |
| 3. | the total number of shares that will be owned by each upon completion of the offering; |
| 4. | the percentage owned by each; and |
| 5. | the identity of the beneficial holder of any entity that owns the shares. |
| Name of selling stockholder | Shares of common Stock owned prior to offering(1) | Shares of common stock to be sold (1) | Shares of common stock owned After offering | |
| Number | Percent(1) | |||
| Patricia and Barry Savage 12210 SW 120 Ave Miami, FL 33186 | 1,000 | 1,000 | 0 | 0 |
| Charlotte Lynn 5940 SW 87 Street Miami, Fl 33156 | 1,000 | 1,000 | 0 | 0 |
| Jeffrey Gerstein 100 Kings Point Dr. Miami, FL 33160 | 1,000 | 1,000 | 0 | 0 |
| Dr. Allyn H. Jacobson 10044 SW 130 Terrace Miami, FL 33176 | 1,000 | 1,000 | 0 | 0 |
| Victor Rones 7175 SW 118 St. Miami, FL 33154 | 1,000 | 1,000 | 0 | 0 |
| Earl & Elaine Dorfman 4146 Laurel Estates Way Lake Worth, FL 33467 | 1,000 | 1,000 | 0 | 0 |
| Brian Callanan 7340 SW 5th Street Plantation, FL 33317 | 1,000 | 1,000 | 0 | 0 |
| Chris Dawes 117 NW 100 St. Miami, FL 33150 | 1,000 | 1,000 | 0 | 0 |
| Andrew Hesser 10124 SW 130th Terrace Miami, FL 33176 | 1,000 | 1,000 | 0 | 0 |
| Lee Hediger 2823 Oakbrook Dr. Ft. Lauderdale, FL 33332 | 1,000 | 1,000 | 0 | 0 |
| Sylvan Garrett Hancock 804 Wilkerson St. Orlando, FL 32803 | 1,000 | 1,000 | 0 | 0 |
| Carmen Perez 634 Bird Road Coral Gables, FL 33146 | 1,000 | 1,000 | 0 | 0 |
| Dr. Frank & Kim Greenberg 4221 Fox Hollow Drive Arlington, TX 76016 | 1,000 | 1,000 | 0 | 0 |
| Richard Glaser 7771 SW 162 St. Miami, FL 33157 | 1,000 | 1,000 | 0 | 0 |
| Melissa Glaser 7771 SW 162 St. Miami, FL 33157 | 1,000 | 1,000 | 0 | 0 |
| Scott Glaser 7771 SW 162 St. Miami, FL 33157 | 1,000 | 1,000 | 0 | 0 |
| Russell Kirsner 22277 Woodborn Dr. Boca Raton, FL 33428 | 1,000 | 1,000 | 0 | 0 |
| Nancy Reynolds 3237 NE 10th St., #2 Pompano Beach, FL 33062 | 1,000 | 1,000 | 0 | 0 |
| Scott Shiffman 2015 Brook Meadow Dr. Alpharetta, GA 30005 | 2,000 | 2,000 | 0 | 0 |
| Murray Gerstein 240 E. Palisades Ave.#G Englewood Cliffs, NJ 07631 | 1,000 | 1,000 | 0 | 0 |
| Shirley Ryan 2740 NE 6th Street Pompano Beach, FL 33062 | 1,000 | 1,000 | 0 | 0 |
| Sharon Baker 104 Half Moon Circle, Ste H-3 Hypoluxo, FL 33462 | 1,000 | 1,000 | 0 | 0 |
| Andre Perez 745 Benevento Ave. Coral Gables, FL 33146 | 500 | 500 | 0 | 0 |
| Alan & Robin Dorfman 4146 Laurel Estates Way Lake Worth, FL 33467 | 1,000 | 1,000 | 0 | 0 |
| J. Bennett Grocock 1612 Hackney Ave. Orlando, FL 32806 | 1,000 | 1,000 | 0 | 0 |
| Lisa Cohen 124 Bright Road Belmont, MA 02178 | 1,000 | 1,000 | 0 | 0 |
| Scott Rhodes 118 Fox Trail Terrace Gaithersburg, MD 20878 | 1,000 | 1,000 | 0 | 0 |
| Inge Bennett 76 Willow St. Glen Ridge, NJ 07028 | 1,000 | 1,000 | 0 | 0 |
| Lester Glaser 8601 SW 20 Terrace Miami, FL 33155 | 1,000 | 1,000 | 0 | 0 |
| Kenneth C. Greenberg Nancy Greenberg 10240 SW 84th Ave. Miami, FL 33156 | 25,000 | 25,000 | 0 | 0 |
| Yohana Quinonez 1945 Brickell Ave., C-C4 Miami, FL 33129 | 1,000 | 1,000 | 0 | 0 |
| Miguel Ponce 1915 Brickell Ave., C-C4 Miami, FL 33129 | 1,000 | 1,000 | 0 | 0 |
| Charles Steven Simmons 22154 Martella Ave. Boca Raton, FL 33433 | 1,000 | 1,000 | 0 | 0 |
| Alfonso Perez 745 Benevento Ave. Coral Gables, FL 33146 | 1,000 | 1,000 | 0 | 0 |
| Shelley Simmons 22154 Martella Ave. Boca Raton, FL 33433 | 1,000 | 1,000 | 0 | 0 |
| Mark Kulkowitz 114 Pearl Ave. W. Cape May, NJ 08024 | 1,000 | 1,000 | 0 | 0 |
| Jacob Gitman 1111 Kane Concourse, Ste 518 Bay Harbour Islands, FL 33154 | 1,000 | 1,000 | 0 | 0 |
| Neal Studd 2519 N. Ocean Blvd. Boca Raton, FL 33431 | 1,000 | 1,000 | 0 | 0 |
| Craig Kirsner 825 Brickell Bay Dr., #1150 Miami, FL 33131 | 1,000 | 1,000 | 0 | 0 |
| Charlotte Guiberson 8420 Halliford Court Plano, TX 75024 | 1,000 | 1,000 | 0 | 0 |
| Harris Millman 3441 Carlton Lane Davie, FL 33330 | 1,000 | 1,000 | 0 | 0 |
| Erika Bleiberg 76 Willow Street Glen Ridge, NJ 07028 | 1,000 | 1,000 | 0 | 0 |
| Javier Rodriguez 8380 SW 103 St. Miami, FL 33156 | 1,000 | 1,000 | 0 | 0 |
| Alvin Goldstein 244 13th Street NE, Apt. 209 Atlanta, GA 30309 | 1,000 | 1,000 | 0 | 0 |
| J.T. Haley 100 South Biscayne Blvd., #800 Miami, FL 33131 | 1,000 | 1,000 | 0 | 0 |
| Daniel Marmorstein 10945 SW 82 Ave. Miami, FL 33156 | 1,000 | 1,000 | 0 | 0 |
| Sean King 8000 North Federal Highway Boca Raton, FL 33487 | 1,000 | 1,000 | 0 | 0 |
| Barry Tabachnikoff 8925 SW 93rd Ct. Miami, FL 33176 | 1,000 | 1,000 | 0 | 0 |
| Beverly Ann Black 6211 Seminole Place College Park MD 20740 | 5,000 | 5,000 | 0 | 0 |
| Peter S. Dukuchitz III 741 SW 12th Ave Fort Lauderdale FL 33312 | 5,000 | 5,000 | 0 | 0 |
| Robert F Foltz 1918 NE 32nd Ave Fort Lauderdale FL 33305 | 5,000 | 5,000 | 0 | 0 |
| April Gorndt 1444 SE 13th St. Deerfield Beach FL 33441 | 5,000 | 5,000 | 0 | 0 |
| Juanita M Gundlach 1600 Brickell Drive Fort Lauderdale FL 33301 | 5,000 | 5,000 | 0 | 0 |
| Mary Catherine Gundlach 1349 Middle River Drive Fort Lauderdale FL 33304 | 5,000 | 5,000 | 0 | 0 |
| Sarah Elizabeth Gundlach 1349 Middle River Drive Fort Lauderdale FL 33304 | 5,000 | 5,000 | 0 | 0 |
| William Gundlach IV 1349 Middle River Drive Fort Lauderdale FL 33304 | 5,000 | 5,000 | 0 | 0 |
| William Gundlach III 1349 Middle River Drive Fort Lauderdale FL 33304 | 5,000 | 5,000 | 0 | 0 |
| William Gundlach II 1600 Brickell Drive Fort Lauderdale FL 33301 | 5,000 | 5,000 | 0 | 0 |
| Robert J Hanrahan 1839 Middle River Drive #500 Fort Lauderdale FL 33305 | 5,000 | 5,000 | 0 | 0 |
| Michael L. Mannix PO Box 17392 Plantation FL 33318 | 5,000 | 5,000 | 0 | 0 |
| Jeffrey L Shaffer/Dennis M Watson 2751 Taft St. #402 Hollywood FL 33020 | 5,000 | 5,000 | 0 | 0 |
| David Donovan 1705 Palm Cove Blvd. #203 Delray Beach FL 33445 | 15,000 | 15,000 | 0 | 0 |
| Paul V Anselmo 2190 NE 68th St. #532 Fort Lauderdale FL 33308 | 15,000 | 15,000 | 0 | 0 |
| Anslow & Jaclin, LLP Freehold Executive Center 4400 Route 9 South, 2nd Floor Freehold, NJ 07728 | 25,000 | 25,000 | 0 | 0 |
| Paul Hundredmark 5495 NE 25th Avenue Ft. Lauderdale, FL 33308 | 1,000 | 1,000 | 0 | 0 |
| Charles W. Randall 4240 NW 12th Avenue Ft. Lauderdale, FL 33309 | 1,000 | 1,000 | 0 | 0 |
| James Strauss 971 East Country Club Circle Plantation, FL 33317 | 1,000 | 1,000 | 0 | 0 |
| Frank D. Smith, Jr. 3396 NE 29th Avenue Ft. Lauderdale, FL 33064 | 1,000 | 1,000 | 0 | 0 |
(1) Assumes that all of the shares of common stock offered in this prospectus are sold and no other shares of common stock are sold or issued during the offering period.
(2) Richard Anslow is a representative of Anslow & Jaclin, LLP and has investment control of our common shares owned by Anslow & Jaclin, LLP.
Except as otherwise noted in the above list, the named party beneficially owns and has sole voting and investment power over all shares or rights to these shares.
None of the selling shareholders or their beneficial owners:
| o | has had a material relationship with us other than as a shareholder at any time within the past three years except that William Gundlach II and Juanita Gundlach are the parents of Jon Gundlach, our President, Secretary and Director; William Gundlach is the brother of Jon Gundlach and Mary Catherine Gundlach, Sara Elizabeth Gundlach and William Gundlach IV are nieces and the nephew of Jon Gundlach. | |
| o | has ever been one of our officers or directors or an officer or director of our predecessors or affiliates. |
PLAN OF DISTRIBUTION
The selling security holders may sell some or all of their shares at a fixed price of $.50 per share until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices. Sales by selling security holder must be made at the fixed price of $.50 until a market develops for the stock. At such time, the selling shareholders may sell some or all of their common stock in one or more transactions, including block transactions:
| 1. | On such public markets or exchanges as the common stock may from time to time be trading; |
| 2. | In privately negotiated transactions; |
| 3. | Through the writing of options on the common stock; |
| 4. | In short sales; or |
| 5. | In any combination of these methods of distribution. |
Rule 144
The shares may also be sold in compliance with the Securities and Exchange Commission’s Rule 144. The selling shareholders may also sell their shares directly to market makers acting as principals or brokers or dealers, who may act as agent or acquire the common stock as a principal. Any broker or dealer participating in such transactions as agent may receive a commission from the selling shareholders, or, if they act as agent for the purchaser of such common stock, from such purchaser. The selling shareholders will likely pay the usual and customary brokerage fees for such services. Brokers or dealers may agree with the selling shareholders to sell a specified number of shares at a stipulated price per share and, to the extent such broker or dealer is unable to do so acting as agent for the selling shareholders, to purchase, as principal, any unsold shares at the price required to fulfill the respective broker’s or dealer’s commitment to the selling shareholders. Brokers or dealers who acquire shares as principals may thereafter resell such shares from time to time in transactions in a market or on an exchange, in negotiated transactions or otherwise, at market prices prevailing at the time of sale or at negotiated prices, and in connection with such re-sales may pay or receive commissions to or from the purchasers of such shares. These transactions may involve cross and block transactions that may involve sales to and through other brokers or dealers. If applicable, the selling shareholders may distribute shares to one or more of their partners who are unaffiliated with us. Such partners may, in turn, distribute such shares as described above. We can provide no assurance that all or any of the common stock offered will be sold by the selling shareholders.
We are bearing all costs relating to the registration of the common stock. The selling shareholders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of the common stock.
The selling shareholders must comply with the requirements of the Securities Act and the Securities Exchange Act in the offer and sale of the common stock. In particular, during such times as the selling shareholders may be deemed to be engaged in a distribution of the common stock, and therefore be considered to be an underwriter, they must comply with applicable law and may, among other things:
| 1. | Not engage in any stabilization activities in connection with our common stock; |
| 2. | Furnish each broker or dealer through which common stock may be offered, such copies of this prospectus, as amended from time to time, as may be required by such broker or dealer; and |
| 3. | Not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than as permitted under the Securities Exchange Act. |
LEGAL PROCEEDINGS
There are no legal proceedings pending or threatened against us.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Our executive officers and directors and their respective ages as of July 31, 2002 are as follows:
Directors:
| Name of Director | Age | |
| Jon Erik Gundlach | 33 | |
| Executive Officers: | ||
| Name of Officer | Age | Office |
| Jon Erik Gundlach | 33 | President and Secretary |
Set forth below is a brief description of the background and business experience of our executive officer and director for the past five years.
Jon Erik Gundlach, has been our President since May, 2002. Mr. Gundlach currently sits on the board of the international company, Safe Food Systems Inc., which owns several patents related to the food safety and technology industry. As the former founder and Chief Executive Officer of Natural Exotic Tropicals Inc., a gourmet food manufacturing company, Mr. Gundlach was able to create sales and expansion in a traditionally lethargic and overburdened market. Prior to 1993, Mr. Gundlach was Vice President of Indian Hills Grove Inc., a Florida company in the citrus industry. He was responsible for a 250,000 customer mail order list, and facilitating working agreements between the United States Post Office and common carrier systems for a unique distribution system spanning the continental U.S. including Canada and Europe. Mr. Gundlach has vast experience in the packaging and marketing fields for product presentation and utilization. He has created over 50 different product lines for retail markets.
Mr. Gundlach holds a Masters of Business Administration from Nova Southeastern University, and a B.A. in Business Administration and Industrial Psychology from Oglethorpe University. He is a member of Leadership Broward, Rotary International (board member), Henderson Mental Health (board member), Christian Youth Ministry and Enterprise Ambassadors Program.
Term of Office
Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table provides the names and addresses of each person known to us to own more than 5% of our outstanding common stock as of July 31, 2002, and by the officers and directors, individually and as a group. Except as otherwise indicated, all shares are owned directly.
| Title of Class | Name and Address of Beneficial Owner | Amount and Nature of Beneficial Owner | Percent of Class |
| Common Stock | Jon Erik Gundlach 2317 NE 12th Ct. Fort Lauderdale FL 33304 | 8,871,000 | 88.71% |
| Common Stock | Peter Goldstein 22154 Martella Ave. Boca Raton, FL 33433 | 928,200 | 9.28% |
| Common Stock | All executive officers and directors as a group | 8,871,000 | 88.71% |
The percent of class is based on 10,000,000 shares of common stock issued and outstanding as of July 31, 2002.
DESCRIPTION OF SECURITIES
General
Our authorized capital stock consists of 100,000,000 shares of common stock at a par value of $0.001 per share and 10,000,000 shares of preferred stock at a par value of $0.001 per share.
Common and Preferred Stock
As at the date of this registration statement, 10,000,000 shares of common stock are issued and outstanding and held by 70 shareholders.
Holders of our common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of common stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors. Holders of our common stock representing a majority of the voting power of our capital stock issued and outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our Articles of Incorporation.
Holders of common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of a liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock. Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.
Preferred Stock
Our articles of incorporation also provide that we are authorized to issue up to 10,000,000 shares of preferred stock with a par value of $0.001 per share. As at the date of this prospectus, there are no shares of preferred stock issued and outstanding. Our Board of Directors has the authority, without further action by the shareholders, to issue from time to time the preferred stock in one or more series for such consideration and with such relative rights, privileges, preferences and restrictions that the Board may determine. The preferences, powers, rights and restrictions of different series of preferred stock may differ with respect to dividend rates, amounts payable on liquidation, voting rights, conversion rights, redemption provisions, sinking fund provisions and purchase funds and other matters. The issuance of preferred stock could adversely affect the voting power or other rights of the holders of common stock.
Warrants
There are no outstanding warrants to purchase our securities.
Options
There are no options to purchase our securities outstanding. We may in the future establish an incentive stock option plan for our directors, employees and consultants.
INTERESTS OF NAMED EXPERTS AND COUNSEL
No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.
Gregg E. Jaclin of Anslow & Jaclin, LLP, our independent legal counsel, has provided an opinion on the validity of our common stock. Anslow & Jaclin, LLP owns a total of 25,000 shares or less than 1% percent of our issued and outstanding common stock.
The financial statements included in this prospectus and the registration statement have been audited by Weinberg & Company, PA, chartered accountants, to the extent and for the periods set forth in their report appearing elsewhere herein and in the registration statement, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Our directors and officers are indemnified as provided by the Florida Statutes and our Bylaws. We have been advised that in the opinion of the Securities and Exchange Commission indemnification for liabilities arising under the Securities Act 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 is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court’s decision.
ORGANIZATION WITHIN LAST FIVE YEARS
We were incorporated on June 26, 1998 in the State of Florida under the name Asturias Industries, Inc. Our wholly-owned subsidiary, Fishtheworld.com, Inc. was organized as a corporation in the State of Florida on July 13, 1998.
On May 8, 2002, pursuant to a Stock Purchase Agreement and Share Exchange between Asturias Industries, Inc. and Fishtheworld.com, Inc., we acquired all of the shares of Fishtheworld.com, Inc. from the Fishtheworld.com, Inc. shareholders in consideration for the issuance of 9,000,000 shares of our common stock to the Fishtheworld.com, Inc. shareholders. Pursuant to the Agreement, Fishtheworld became our wholly owned subsidiary, we changed our name to FishtheworldHoldings, Inc. and Jon Erik Gundlach was appointed to our Board of Directors and was named as our President and Secretary.
We provide internet users the ability to search an international database of fishing reports that contain detailed information about fishing and fishing hot spots around the world. Since our formation in 1998, we have partnered with sponsors such as Westbank Anglers, International Marine Insurance, American Suzuki Motor Corporation big game fishing journal, Pompanette, Guy Harvey Art, Black Bart Tackle, BTN Billfish Tournament Network, The Styles Check Company and many others. During the last 3 years, we have built a high quality fishing reports service for the fishing community both nationally and internationally and have been consistently ranked in the top 15 internet sites in the fishing and hunting category. We are currently increasing our operations to include the expansion of our fishing reports services worldwide and reference information for the recreational industry which will better allow internet users a quick and easy way to search for fishing guides, charters, online purchasing of fishing products and services, fishing travel adventures and educational information.
We operate in the multi-billion dollar recreational fishing industry. The sport fishing industry plays a significant roll in the lives of over 35 million anglers over the age of 16 in the United States. In a 1996 national survey, anglers who went fishing spent over 37.8 billion dollars in goods and services throughout the country.
| o | The economic impact of these expenditures expanded to over 108 billion dollars throughout the entire U.S. economy. | |
| o | If the sport fishing industry was compared to the Fortune 500 it would place around 13th in the largest businesses, ranking just above such global giants as Texaco and DuPont. | |
| o | The sport fishing industry supported 1.2 million jobs in the United States or slightly more than 1 percent of the entire U.S. labor force. | |
| o | Aggregate spending on sport fishing has increased 36% in 5 years. |
The sport fishing industry has been a silent giant until recently when industry analysts started noticing the tremendous effect that it has on the economy. The April 5th, 2001 issue of the Wall Street Journal reported that: “ESPN Inc. has gone fishing”. The article goes on to say: “ESPN has acquired the assets of closely held B.A.S.S. Inc., the world’s largest fishing organization. The flagship ESPN cable TV channel is in 81 million homes, and ESPN 2 is in 76 million homes… The deal is ESPN’s first acquisition of a major event organizer.”
Details Magazine October 2001 issue covers an article “Hell on Reels” says “This isn’t your grandfather’s fishing trip. And that’s exactly what’s sending guys who’ve gotten bored with golf out on the open water”…“But lately, the sport has been hooking young guys who want a diversion that delivers a little more adrenaline than a round of golf.”
A 1999 report generated by the International Association of Fish and Wildlife Agencies, finds that ” Most Americans, including both anglers and non-anglers, are not receiving any type of information that would help them go fishing or learn more about fishing.” We are positioning ourself and our web site to be the primary source nationally and internationally for content, information, and education regarding the fishing industry.
Fishtheworld is one of the premier fishing reports services in the world. With active reports from the United States, Africa, Australia, New Zealand, Asia, Bermuda, Caribbean, Central and South America, Pacific islands, West Indies, Indian Ocean, and the Bahamas. We intend to continue the expansion of our fish reporting services worldwide and reference information for the recreational industry while allowing Internet users a quick and easy way to search for fishing guides, charters, online purchasing of fishing products and services, fishing travel adventures and educational information.
Our fishing guide locator service will allow internet users the ability to search for a fishing guide based on area, the type of fish, fresh or salt water, lake, river, bay or ocean, spin or fly fishing, length or type of boat, number of people, and the cost structures associated with the trip. Unlike other fishing services on the internet, its site will allow the user, to “direct connect” with the boat captain and direct booking capabilities. Our capability to expand and develop our business directly correlates to our ability to attract consumers who are looking for all types of fishing information products, services and education.
Marketing Strategy
Our marketing strategy began by developing a web site that is user friendly, informative, appealing to the customer and entertaining. We believe that all of these factors create a greater likelihood that our customers will return to our site thus creating greater traffic. We have interviewed fishing guides and fishermen from the South Florida area to determine what web site features they would like on our web site and to determine its’ worth to the customer. We intend to incorporate their comments and suggestions. Our web designers will continue to design, develop, service, evaluate and update the site to cause it to be the top site in the industry. We are currently raising commitments of capital to proceed with such development. We have estimated capital needs of $1,000,000 to further develop additional phases of our company.
We will contract with local and regional independent service representatives and sales agents to locate and sell the guide listings and the local advertising. We will initially provide guide listings at a discounted charge for a limited period of time. Service representatives will be paid based on sales performance, initially earning a set amount for the first few months provided they reach certain performance levels. Our strategy is to hire sales representatives until it covers approximately 60% of the most desirable fishing territories in the US.
Finally, our strategy will focus on instituting an intensive marketing and promotional campaign. Initially, we intend to mount an internet advertising campaign with on-line companies with similar target audiences. In addition, subject to adequate funding, we intend to advertise in:
| 1. | Promotional booths at fishing shows and various fishing tournaments | |
| 2. | Marinas, Taxidermy shops | |
| 3. | Tackle Stores & Pro Shops | |
| 4. | I.G.F.A | |
| 5. | Resorts and fishing destinations | |
| 6. | Equipment and boat manufacturers | |
| 7. | Outdoor clothing and marine stores | |
| 8. | Fishing, hunting and outdoors magazines | |
| 9. | Cable television outdoor programming | |
| 10. | Salt & fresh water fishing shows |
We are implementing a marketing program that is aimed at attracting and retaining:
| 1. | Current and new fishing guides listed on our web site, |
| 2. | Consumers who use our web site to find fishing information and for reference information, |
| 3. | Consumers who wish to purchase fishing goods and services online, and |
| 4. | Web site customers who use our web site for advertising and other commercial activities. |
We will continue to enter into advertising agreements or link exchange programs with on-line companies with similar target audiences. Although we have existing sponsors, we have identified additional companies and organizations with whom we would like to enter advertising agreements with. We intend to initially attract these companies to advertise on our web site by creating banners and links to their web site on our web site. Once we are able to expand our coverage to a majority of the areas around the U.S. and can generate substantial traffic on our web site, we plan to institute a cost based advertising program. Also, we plan to enter into link exchange programs that will provide that we post links to other web sites in exchange for their posting links to our web site on their web site. We intend to limit our promotions solely to the Internet initially. If we obtain adequate financing or we are able to generate significant revenues, we plan to increase our marketing expenditures as referenced above.
Initially, we will contact guides directly through lists we have obtained in the South Florida area. We intend to obtain lists in other areas and regions through similar methods. Since our expanded services will initially be focused to cover the South Florida area, we are in the process of contacting all of the local area fishing guides. We intend to generate additional traffic to our web site by search engine placement, link exchange programs and targeted e-mail lists.
Competition
The market for commercial uses of the Internet are new and rapidly evolving and competition is expected to increase significantly in these markets, as barriers to entry are relatively insubstantial. We believe that our ability to compete depends on many factors both within and beyond our control, including the following:
| - | Timing and market acceptance of our business model. | |
| - | The effectiveness of our web site in attracting potential customers for our products. | |
| - | The number and types of strategic relationships we enter into, including e-commerce partnerships, and the success of our marketing efforts. |
At this time, there are several sites of which we are aware that offer similar services to those of fishtheworld.com. Those sites are eAngler.com, and cyberangler.com. It is expected that these sites will be our primary competitors. The internet component of the sport fishing industry is highly fragmented with several small regional operations. In its growth model, fishtheworld.com has developed plans, which include the potential acquisition of such operators, to increase our subscriber base.
| * | Cyberangler.com is our main competitor on a local and national scale. Cyberangler was originally set up as a portal for anglers and guides to find tournament information. It was organized as an informational site, and has grown to provide many services that fishtheworld.com presently offers. Cyberangler generates their revenue from banner advertising, web site development and hosting. Cyberangler has been in business since 1997. | |
| * | eAngler.com (www.eAngler.com), a leading online fishing resource providing anglers with a powerful combination of content, community and e-commerce, received $9.1 million in second-round funding, led by SI Ventures LLC, an affiliate of Gartner Group, and Brunswick Corporation (NYSE: BC), one of the world’s leading manufacturers of brand-name fishing, boating and recreational products. eAngler.com offers many of the same services that fishtheworld.com offers, however, eAngler lacks the depth in the services which they offer. |
It should be expected that in the future we will compete with additional companies, many of which may have greater financial resources than us. We can provide no assurance that we will be able to successfully compete in this market.
Government Regulation
We are not currently subject to direct regulation by any governmental agency, other than regulations applicable to businesses generally, and laws or regulations directly applicable to online commerce. However, due to the increasing popularity and use of the Internet and other online services, it is possible that a number of laws and regulations may be adopted with respect to the Internet or other online services covering issues such as user privacy, pricing, content, copyrights, distribution, and characteristics and quality of products and services. Furthermore, the growth and development of the market for online commerce may prompt calls for more stringent consumer protection laws that may impose additional burdens on those companies conducting business online. The adoption of any additional laws or regulations may decrease the growth of the Internet or other online services, which could, in turn, decrease the demand for our services and increase our cost of doing business. Moreover, the applicability to the Internet and other online services of existing laws in various jurisdictions governing issues such as property ownership, sales and other taxes, libel and personal privacy is uncertain and may take years to resolve. Any such new legislation, the application of laws and regulations from jurisdictions whose laws do not currently apply to our business, or the application of existing laws to the Internet could have a material adverse affect on our business.
Employees
As of the date of this registration statement, we do not have any employees other than our sole officer and director.
MANAGEMENT DISCUSSION AND ANALYSIS
We do not currently generate any revenues from the services we provide and we do not expect to generate revenues for the foreseeable future. Therefore, we will continue to operate on a reduced budget until we raise additional funds. If we are unable to raise additional funds by fiscal year end 2002 we may have to limit our operations to an extent not presently determinable by management, but which may include the sale of any assets owned or our ceasing to conduct business. Although we have no commitments for capital, we may raise additional funds through:
| - | public offerings of equity, securities convertible into equity or debt, | |
| - | private offerings of securities or debt, or | |
| - | other sources. |
Our investors should assume that any additional funding will cause substantial dilution to current stockholders. In addition, we may not be able to raise additional funds on favorable terms, if at all.
PLAN OF OPERATIONS -
Our plan of operations for the twelve months following the date of this registration statement is to complete the following objectives within the time period specified:
We have just contracted with the Pay pal system for handling credit cards and charges for fishtheworld.com. With this service in place, we will begin instituting our fee structure for new listings to our charter guide listings. We anticipate that this will begin a revenue flow for us by the beginning of the fourth quarter of 2002. This division should be able to produce between $15,000 and $20,000 per 12 months.
Following the listing service, we anticipate rolling out our product program. The product program will consist of items that we will be warehousing at our facilities and products that will be drop shipped by fulfillment and service centers. The items we currently have slated to the product program are:
| o | Fishing lures and hard to find accessories | |
| o | Marine apparel and jewelry | |
| o | saltwater thermal charts | |
| o | Freshwater topographical charts | |
| o | Client web site development |
We anticipate that as we role out these new programs over the next 12 months, that certain products will begin by producing more than others. As fishtheworld.com’s headquarters are located in the South Florida market, we will be able to market the saltwater thermal charts to the local industries more efficiently because of the direct location to our base of operations. The fishtheworld.com web site is primarily focused on the saltwater industry, however, the freshwater fishing industry is easily three times the size of the saltwater industry and thus why we are in negotiations with OutdoorIntelligence.com. OutdoorIntelligence.com produces topographical underwater charts of lakes and rivers throughout the United States. The fishing accessories and the jewelry and apparel will continue a steady increase in sales as the number of qualified visitors to the web site continues to increase. Since acquisition of the site a year ago, the numbers of viewers has tripled. We anticipate that the numbers of viewers will even out around 18,000 to 20,000 per month. We have advertising planned for the site, beginning fourth quarter of 2002. This advertising is designed to bring new clients directly to the web site. Completion of our plan of operation is subject to attaining adequate revenue. We cannot assure investors that adequate revenues will be generated. In the absence of our projected revenues, we may be unable to proceed with our plan of operations. Even with out significant revenues within the next twelve months, we still anticipate being able to continue with our present activities, but we may require financing to potentially achieve our goal of profit, revenue and growth.
We anticipate that our operational and administrative expenses for the next 12 months will total $ 11,940.00. The breakdown is as follows:
| Computer/Host/supplies | $ 50.00 | |
| Telecommunications/DSL | $ 60.00 | |
| General/Administrative | $ 30.00 | |
| Web Development | $250.00 | |
| Legal/Accounting | $500.00 | |
| Total per month: | $890.00 |
The foregoing represents our best estimate of our cash needs based on current planning and business conditions. The exact allocation, purposes and timing of any monies raised in subsequent private financings may vary significantly depending upon the exact amount of funds raised and status of our business plan.
In the event we are not successful in reaching our initial revenue targets, additional funds may be required and we would then not be able to proceed with our business plan for the development and marketing of our core products and services. Should this occur, we would likely seek additional financing to support the continued operation of our business.
We anticipate that depending on market conditions and our plan of operations, we could incur operating losses in the foreseeable future. We base this expectation, in part, on the fact that we may not be able to generate enough gross profit from our advertising and new products to cover our operating expenses.
Results of Operations
We were incorporated on July 13, 1998. On, May 8th 2002, we entered into an agreement to acquire all the issued and outstanding shares of Fishtheworld.com Inc., in exchange for 9,000,000 of our shares of common stock.
For the fiscal year 2000, we incurred expenses of $4,530 consisting of advertising fees of $916, license and permits fees of $535, web hosting fees of $3,893, printing fees of $652, telephone fees of $5,141 and office expenses of $2,509. For the fiscal year 2001 we incurred expenses of $1,640 consisting of license and permits fees of $150, web hosting fees of $178, telephone fees of $1,579 and office expenses of $970.
Prior to our acquisition of all of the shares of Fishtheworld.com, Inc., such company had realized sales of $18,176 in fiscal year 2000 and sales of $4,517 in fiscal year 2001 from its sale of advertising space on its web site. As a result, from January 1, 2000 to December 31, 2000, Fishtheworld.com, Inc. realized a net profit of $4,530 and from January 1, 2001 to December 31, 2001, it realized a net profit of $1,640.
Since incorporation, we have funded our operations through private equity financings. We have raised a total of $3,200 from selling our securities in this time frame. As of December 31, 2001 our assets were recorded at $1,891 consisting of cash of $1,891. At December 31, 2001 our liabilities consisted of $0. We believe that the above discussion contains a number of forward-looking statements. Our actual results and our actual plan of operations may differ materially from what is stated above.
DESCRIPTION OF PROPERTY
Our executive offices are located at 2206 NE 26th Street, Fort Lauderdale, Florida 33305. We do not pay rent for the use of this office which we lease from 12th Street Mobile Corporation which is owned by Jon Gundlach, our sole officer, director and principal shareholder.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Except as noted below, none of the following parties has, since our date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:
| o | Any of our directors or officers; |
| o | Any person proposed as a nominee for election as a director; |
| o | Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock; |
| o | Any of our promoters; |
| o | Any relative or spouse of any of the foregoing persons who has the same house as such person. |
Our executive offices are located at 2206 NE 26th Street, Fort Lauderdale, Florida 33305. We do not pay rent for the use of this office which we lease from 12th Street Mobile Corporation which is owned by Jon Gundlach, our sole officer, director and principal shareholder.
Such related party transactions were on terms that were not more favorable than if agreed upon by a third party in an arms length transaction.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
No Public Market for Common Stock
There is presently no public market for our common stock. We anticipate applying for trading of our common stock on the over the counter bulletin board upon the effectiveness of the registration statement of which this prospectus forms a part. However, we can provide no assurance that our shares will be traded on the bulletin board or, if traded, that a public market will materialize.
Holders of Our Common Stock
As of the date of this registration statement, we had 70 registered shareholders.
Rule 144 Shares
A total of 1,000,000 shares of our common stock are currently available for resale to the public and after May 8, 2003 an additional 9,000,000 shares will be available for resale to the public, in accordance with the volume and trading limitations of Rule 144 of the Act. In general, under Rule 144 as currently in effect, a person who has beneficially owned shares of a company’s common stock for at least one year is entitled to sell within any three month period a number of shares that does not exceed the greater of:
| 1. | 1% of the number of shares of the company's common stock then outstanding which, in our case, would equal approximately 100,000 shares as of the date of this prospectus; or |
| 2. | the average weekly trading volume of the company’s common stock during the four calendar weeks preceding the filing of a notice on form 144 with respect to the sale. |
Sales under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public information about the company.
Under Rule 144(k), a person who is not one of the company’s affiliates at any time during the three months preceding a sale, and who has beneficially owned the shares proposed to be sold for at least two years, is entitled to sell shares without complying with the manner of sale, public information, volume limitation or notice provisions of Rule 144.
Stock Option Grants
To date, we have not granted any stock options.
Registration Rights
We have not granted registration rights to the selling shareholders or to any other persons.
EXECUTIVE COMPENSATION
Summary Compensation Table
The table below summarizes all compensation awarded to, earned by, or paid to our executive officers by any person for all services rendered in all capacities to us from the date of our inception until July 31, 2002.
| ANNUAL COMPENSATION | LONG TERM COMPENSATION | ||||||||
| NAME | TITLE | YEAR | SALARY | BONUS | OTHER ANNUAL COMPENSATION | RESTRICTED OPTION STOCKS/PAYOUTS AWARDED | SARS ($) | LTIP COMPENSATION | ALL OTHER COMPENSATION |
| Jon Gundlach | President Secretary and Director | 2002 | $0 | 0 | 0 | 0 | 0 | 0 | 0 |
None of our directors have received monetary compensation since our incorporation to the date of this registration statement. We currently do not pay any compensation to our directors serving on our Board of Directors.
Stock Option Grants
We did not grant any stock options to our executive officers since our incorporation.
Employment Agreements
We do not have an employment or consultant agreement with Mr. Jon Gundlach, our president, secretary and director. We do not pay any salary to Mr. Gundlach. Mr. Gundlach spends 10% of his time working for us.
INDEX TO FINANCIAL STATEMENTS
| PAGE | 1 | INDEPENDENT AUDITORS' REPORT |
| PAGE | 2 | BALANCE SHEETS AS OF DECEMBER 31, 2001 AND 2000 |
| PAGE | 3 | STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 21, 2001 AND 2000 |
| PAGE | 4 | STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE YEARS ENDED DECEMBER 21, 2001 AND 2000 |
| PAGE | 5 | STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 21, 2001 AND 2000 |
| PAGES | 6 - 9 | NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2001 AND 2000 |
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of:
Fishtheworld.com, Inc.
We have audited the accompanying balance sheets of Fishtheworld.com, Inc. as of December 31, 2001 and 2000 and the related statements of operations, changes in stockholders' equity and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly in all material respects, the financial position of Fishtheworld.com, Inc. as of December 31, 2001 and 2000, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
WEINBERG & COMPANY, P.A.
Boca Raton, Florida
June 10, 2002
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FISHTHEWORLD.COM, INC.
BALANCE SHEETS
AS OF DECEMBER 31, 2001 AND 2000
ASSETS
2001 2000
------------------ ------------------
CURRENT ASSETS
Cash $ 1,891 $ 851
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TOTAL ASSETS $ 1,891 $ 851
================== ==================
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES $ - $ -
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STOCKHOLDERS' EQUITY
Common stock, $0.0001 par value, 1,000,000 shares authorized,
1,000,000 issued and outstanding 100 100
Additional paid-in capital 3,100 3,100
Deficit (1,309) (2,349)
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Total Stockholders' Equity 1,891 851
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,891 $ 851
================== ==================
See accompanying notes to financial statements.
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FISHTHEWORLD.COM, INC.
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
2001 2000
------------------ ----------------
REVENUES $ 4,517 $ 18,176
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EXPENSES
Advertising - 916
Licenses and permits 150 535
Web hosting 178 3,893
Printing and reproduction - 652
Telephone 1,579 5,141
Office expense 970 2,509
----------------
------------------
Total Expenses 2,877 13,646
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NET INCOME $ 1,640 $ 4,530
================== ================
See accompanying notes to financial statements.
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FISHTHEWORLD.COM, INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
Additional
Common Stock Paid-In
Shares Amount Capital
------------------- ---------- ---------
Balance, January 1, 2000 1,000,000 $ 100 $ 3,100
Net income, December 31, 2000 -- -- --
Distributions to stockholder -- -- --
--------- --------- ---------
Balance, December 31, 2000 1,000,000 100 3,100
Net income, December 31, 2001 -- -- --
Distributions to stockholder -- -- --
--------- --------- ---------
BALANCE, DECEMBER 31, 2001 1,000,000 $ 100 $ 3,100
========= ========= =========
Retained Earnings
(Deficit) Total
-------------- ----------------
Balance, January 1, 2000 $ (1,887) $ 1,313
Net income, December 31, 2000 4,530 4,530
Distributions to stockholder (4,992) (4,992)
--------- ---------
Balance, December 31, 2000 (2,349) 851
Net income, December 31, 2001 1,640 1,640
Distributions to stockholder (600) (600)
--------- ---------
BALANCE, DECEMBER 31, 2001 $ (1,309) $ 1,891
========= =========
See accompanying notes to financial statements.
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FISHTHEWORLD.COM, INC.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
2001 2000
----------------- -----------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 1,640 $ 4,530
Adjustments to reconcile net income to net cash
provided by operating activities - -
----------------- -----------------
Net Cash Provided By Operating Activities 1,640 4,530
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CASH FLOWS FROM INVESTING ACTIVITIES - -
----------------- -----------------
CASH FLOWS FROM FINANCING ACTIVITIES
Distributions to stockholder (600) (4,992)
----------------- -----------------
Net Cash Used In Financing Activities (600) (4,992)
----------------- -----------------
NET INCREASE (DECREASE) IN CASH 1,040 (462)
CASH - BEGINNING OF YEAR 851 1,313
----------------- -----------------
CASH - END OF YEAR $ 1,891 $ 851
================= =================
See accompanying notes to financial statements.
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FISHTHEWORLD.COM, INC.
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2001 AND 2000
(A) Organization and Business Operations
| Fishtheworld.com, Inc. (the “Company”) was incorporated in the State of Florida on July 13, 1998 and was formed for the purpose of providing fishing report services from around world through the Company’s website. The fishing guide locator will allow users the ability to search for a fishing guide based on area, type of fish, fresh or slat water, lake, river, bay or ocean, spin or fly fishing, length or type of boat, number of people, and the cost structures associated with the trip. The Company will contract with local and regional independent service representatives and sales agents to locate and sell the guide listings and local advertising on its website. |
(B) Concentration of Credit Risk
| The Company may, from time to time, maintain cash balances at financial institutions in excess of federally insured limits. |
(C) Revenue Recognition
| The Company recognizes advertising revenues at the time the ad is placed on the Company's website. |
(D) Income Taxes
| The Company, with the stockholder’s consent, has elected to be treated as an S Corporation for federal and state income tax purposes. Under this election, no provision for income taxes is made since such taxes are the personal responsibility of the stockholder. |
(E) Use of Estimates in the Preparation of Financial Statements
| The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
(F) Advertising Expense
| Costs incurred for producing and communicating advertising of the Company are charged to operations as incurred. Advertising expense, including promotional expenses for the year ended December 31, 2001 was $0 and for the period ended December 31, 2000 was $916. |
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FISHTHEWORLD.COM, INC.
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2001 AND 2000
(G) Website Development Expenses
| The Company follows the Emerging Issues Task force Issue 00-2 “Accounting for Web Site Development Costs” in accounting for its website development expenses. Accordingly, costs that involve design of the web page and do not change the content are capitalized and amortized over their estimated useful life. Costs incurred in operating a website that have no future benefits are expenses in the current period. Costs incurred in operating the website which have a future benefit are capitalized in accordance with the AICPA’s Statement of Position 98-1 and amortized over the respective future periods which are expected to benefit from the changes. As of December 31, 2001, no website costs or expenses have been capitalized. |
(H) New Accounting Pronouncements
| The Financial Accounting Standards Board has recently issued several new Statements of Financial Accounting Standards. |
| Statement No. 141, “Business Combinations” supersedes APB Opinion 16 and various related pronouncements. Pursuant to the new guidance in Statement No. 141, all business combinations must be accounted for under the purchase method of accounting; the pooling-of-interests method is no longer permitted. SFAS 141 also establishes new rules concerning the recognition of goodwill and other intangible assets arising in a purchase business combination and requires disclosure of more information concerning a business combination in the period in which it is completed. This statement is generally effective for business combinations initiated on or after July 1, 2001. |
| Statement No. 142, “Goodwill and Other Intangible Assets” supercedes APB Opinion 17 and related interpretations. Statement No. 142 establishes new rules on accounting for the acquisition of intangible assets not acquired in a business combination and the manner in which goodwill and all other intangibles should be accounted for subsequent to their initial recognition in a business combination accounted for under SFAS No. 141. Under SFAS No. 142, intangible assets should be recorded at fair value. Intangible assets with finite useful lives should be amortized over such period and those with indefinite lives should not be amortized. All intangible assets being amortized as well as those that are not, are both subject to review for potential impairment under SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of”. SFAS No. 142 also requires that goodwill arising in a business combination should not be amortized but is subject to impairment testing at the reporting unit level to which the goodwill was assigned to at the date of the business combination. |
| SFAS No. 142 is effective for fiscal years beginning after December 15, 2001 and must be applied as of the beginning of such year to all goodwill and other intangible assets that have already been recorded in the balance sheet as of the first day in which SFAS No. 142 is initially applied, regardless of when such assets were acquired. Goodwill acquired in a business combination whose acquisition date is on or after July 1, 2001, should not be amortized, but should be reviewed for impairment pursuant to SFAS No. 121, even though SFAS No. 142 has not yet been adopted. However, previously acquired goodwill should continue to be amortized until SFAS No. 142 is first adopted. |
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FISHTHEWORLD.COM, INC.
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2001 AND 2000
| Statement No. 143 “Accounting for Asset Retirement Obligations” establishes standards for the initial measurement and subsequent accounting for obligations associated with the sale, abandonment, or other type of disposal of long-lived tangible assets arising from the acquisition, construction, or development and/or normal operation of such assets. SFAS No. 143 is effective for fiscal years beginning after June 15, 2002, with earlier application encouraged. |
| The adoption of these pronouncements will not have a material effect on the Company’s financial position or results of operations. |
| The Company originally authorized and issued 100 shares of common stock having a par value of $20 to an individual for a total of $3,200. In August 2001, all of the outstanding common stock of the Company was acquired by another individual and amended Articles of Incorporation were filed with the State of Florida to increase its authorized shares of common stock to 1,000,000 and changed its par value to $.0001 per share. All share amounts have been retroactively restated accordingly. |
(A) Acquisition and Recapitalization
| Under a share exchange agreement (the “Agreement”) entered into on May 8, 2002, Asturias Industries, Inc. (“AI”), a reporting public company with no operations at that time, acquired 100% of the issued and outstanding common stock of the Company in exchange for 9,000,000 shares of commons stock of AI. Immediately after the acquisition, there were 10,000,000 shares of AI outstanding. As a result of the exchange, the Company became a wholly owned subsidiary of AI and the shareholders of the Company became shareholders of 90% of AI. Generally accepted accounting principles in the United States of America require that the Company whose shareholders retain a majority interest in a business combination be treated as the acquirer for accounting purposes. As a result, the exchange was treated as a recapitalization of the Company. |
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CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
We have had no changes in or disagreements with our accountants.
AVAILABLE INFORMATION
We have filed a registration statement on Form SB-2 under the Securities Act of 1933 with the Securities and Exchange Commission with respect to the shares of our common stock offered through this prospectus. This prospectus is filed as a part of that registration statement and does not contain all of the information contained in the registration statement and exhibits. Statements made in the registration statement are summaries of the material terms of the referenced contracts, agreements or documents of the company and are not necessarily complete. We refer you to our registration statement and each exhibit attached to it for a more complete description of matters involving us, and the statements we have made in this prospectus are qualified in their entirety by reference to these additional materials. You may inspect the registration statement and exhibits and schedules filed with the Securities and Exchange Commission at the Commission’s principal office in Washington, D.C. Copies of all or any part of the registration statement may be obtained from the Public Reference Section of the Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the regional offices of the Commission located at The Woolworth Building, 233 Broadway, New York, NY 10279 and 175 West Jackson Blvd., Suite 900, Chicago, IL 60604. Please call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms. The Securities and Exchange Commission also maintains a web site at http://www.sec.gov that contains reports, proxy statements and information regarding registrants that file electronically with the Commission. Our registration statement and the referenced exhibits can also be found on this site.
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 607.0850 of the Florida Statutes provides for the indemnification of officers, directors, employees, and agents. A corporation shall have power to indemnify any person who was or is a party to any proceeding (other than an action by, or in the right of, the corporation), by reason of the fact that he or she is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against liability incurred in connection with such proceeding, including any appeal thereof, if he or she acted in good faith and in a manner 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. The termination of any proceeding by judgment, order, settlement, or conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act 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 or, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.
We have agreed to indemnify each of our directors and certain officers against certain liabilities, including liabilities under the Securities Act of 1933. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the provisions described above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question 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 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated costs of this offering are as follows:
| Securities and Exchange Commission registration fee | $ | 92.37 |
| Federal Taxes | $ | 0 |
| State Taxes and Fees | $ | 0 |
| Transfer Agent Fees | $ | 2,500.00 |
| Accounting fees and expenses | $ | 5,000.00 |
| Legal fees and expenses | $ | 10,000.00 |
| Blue Sky fees and expenses | $ | 0 |
| Miscellaneous | $ | 0 |
| Total | $ | 17,592.37 |
All amounts are estimates other than the Commission’s registration fee.
We are paying all expenses of the offering listed above. No portion of these expenses will be borne by the selling shareholders. The selling shareholders, however, will pay any other expenses incurred in selling their common stock, including any brokerage commissions or costs of sale.
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES
In August 1999, we sold a total of 1,000,000 shares of our common stock to 49 shareholders for a total of $1,000 pursuant to a Regulation D, Rule 506 offering. The following sets forth the identity of the class of persons to whom we sold these shares and the amount of shares for each shareholder:
| Patricia and Barry Savage | 1,000 |
| Charlotte Lynn | 1,000 |
| Jeffrey Gerstein | 1,000 |
| Dr. Allyn H. Jacobson | 1,000 |
| Victor Rones | 1,000 |
| Earl & Elaine Dorfman | 1,000 |
| Brian Callanan | 1,000 |
| Chris Dawes | 1,000 |
| Andrew Hesser | 1,000 |
| Lee Hediger | 1,000 |
| Sylvan Garrett Hancock | 1,000 |
| Carmen Perez | 500 |
| Dr. Frank & Kim Greenberg | 1,000 |
| Richard Glaser | 1,000 |
| Melissa Glaser | 500 |
| Scott Glaser | 500 |
| Russell Kirsner | 1,000 |
| Nancy Reynolds | 1,000 |
| Scott Shiffman | 2,000 |
| Murray Gerstein | 1,000 |
| Shirley Ryan | 1,000 |
| Sharon Baker | 1,000 |
| Andre Perez | 500 |
| Alan & Robin Dorfman | 1,000 |
| J. Bennett Grocock | 1,000 |
| Lisa Cohen | 1,000 |
| Scott Rhodes | 1,000 |
| Inge Bennett | 1,000 |
| Lester Glaser | 1,000 |
| Kenneth C. Greenberg | 25,000 |
| Peter J. Goldstein | 928,200 |
| Yohana Quinonez | 1,000 |
| Miguel Ponce | 1,000 |
| Charles Steven Simmons | 1,000 |
| Alfonso Perez | 1,000 |
| Shelley Simmons | 1,000 |
| Mark Kulkowitz | 1,000 |
| Jacob Gitman | 1,000 |
| Neal Studd | 1,000 |
| Craig Kirsner | 1,000 |
| Charlotte Guiberson | 1,000 |
| Harris Millman | 1,000 |
| Erika Bleiberg | 1,000 |
| Javier Rodriguez | 1,000 |
| Alvin Goldstein | 1,000 |
| J.T. Haley | 1,000 |
| Daniel Marmorstein | 1,000 |
| Sean King | 1,000 |
| Barry Tabachnikoff | 1,800 |
Such investors were either accredited investors or sophisticated investors, the sales were to less than 35 non-accredited investors, the investors had pre-existing relationships with our members of management, there was no general solicitation or advertising used by us, and the investors had access to or were provided with relevant financial and other information relating to us. Accordingly, the issuances of shares were exempt from registration requirements of the Act pursuant to Regulation D Rule 506 under the Act.
Please note that pursuant to Rule 506, all shares purchased in the Regulation D Rule 506 offering completed in February 2002 were restricted in accordance with Rule 144 of the Securities Act of 1933.
In May, 2002, we entered into a Stock Purchase Agreement and share exchange with Fishtheworld.com, Inc,. in which we issued a total of 9,000,000 shares of our common stock to 21 shareholders pursuant to Section 4(2) of the 1933 Securities Act. The following sets forth the identity of the class of persons to whom we issued these shares and the amount of shares for each shareholder:
| Jon Erik Gundlach | 8,871,000 |
| Beverly Ann Black | 5,000 |
| Peter S. Dukuchitz III | 5,000 |
| Robert F Foltz | 5,000 |
| April Gorndt | 5,000 |
| Juanita M Gundlach | 5,000 |
| Mary Catherine Gundlach | 5,000 |
| Sarah Elizabeth Gundlach | 5,000 |
| William Gundlach IV | 5,000 |
| William Gundlach III | 5,000 |
| William Gundlach II | 10,000 |
| Robert J Hanrahan | 5,000 |
| Michael L. Mannix | 5,000 |
| Jeffrey L Shaffer/Dennis M Watson | 5,000 |
| David Donovan | 15,000 |
| Paul V Anselmo | 15,000 |
| Anslow & Jaclin, LLP | 25,000 |
| Paul Hundredmark | 1,000 |
| Charles W. Randall | 1,000 |
| James Strauss | 1,000 |
| Frank D. Smith, Jr. | 1,000 |
The shares of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance of shares by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, these shareholder had the necessary investment intent as required by Section 4(2) since they agreed to and received a share certificate bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. These restrictions ensure that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for this transaction.
We have never utilized an underwriter for an offering of our securities. Other than the securities mentioned above, we have not issued or sold any securities.
ITEM 27. EXHIBITS.
| EXHIBIT NUMBER | DESCRIPTION |
| 3.1 | Articles of Incorporation and Amendments |
| 3.2 | By-Laws |
| 5.1 | Opinion of Anslow & Jaclin, LLP, |
| 10.1 | Stock Purchase Agreement and Share Exchange dated May 8, 2002 between Fishtheworld.com, Inc. and Asturias Industries, Inc. |
| 23.1 | Consent of Weinberg & Company, PA |
ITEM 28. 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 this registration statement, or most recent post-effective amendment, which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement; and | |
| (c) | To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in the registration statement. |
1. That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
2. To remove from registration by means of a post-effective amendment any of the securities being registered hereby which remain unsold at the termination of the offering.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we have 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 us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.
In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned, in the City of Fort Lauderdale, State of Florida on August 1, 2002.
| FISHTHEWORLD HOLDINGS, INC. | |
| By: | /s/ Jon Erik Gundlach JON ERIK GUNDLACH PRESIDENT |
ALL MEN BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Jon Erik Gundlach, true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all pre- or post-effective amendments to this registration statement, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any one of them, or their or his substitutes, may lawfully do or cause to be done by virtue hereof.
In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated.
| By: | /s/ Jon Erik Gundlach Jon Erik Gundlach | President | Dated: August 1, 2002 |