As Filed with the Securities and Exchange Commission on June 10, 2003 Registration No.: 333-103558
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________________________________________________________________________________
AMENDMENT NUMBER ONE TO FORM SB-2
Registration Statement under the Securities Act of 1933
_______________________________________________________________________________________________________
AMALGAMATED RESOURCES TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in its Charter)
FLORIDA 02-0646259
(State or Other Jurisdiction (Primary Standard Industrial (IRS Employer
of Incorporation or Organization) Classification Code Number) Identification Number)
292 South County Road, Suite 109, Palm Beach, Florida 33480
Tel. (561) 659-9054
_______________________________________________________________________________________________________
(Address and telephone number of principal executive offices)
Amal Rampadaruth
292 South County Road, Suite 109, Palm Beach, Florida 33480
Tel. (561) 659-9054
_______________________________________________________________________________________________________
(Name, address and telephone Number of Agent for Service)
Approximate date 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, as amended (the "Securities Act"), check the following box: [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration number of the earlier effective registration
statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(C)under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box. [ ]
CALCULATION OF REGISTRATION FEE
- --------------------------- --------------------------- ------------------------ ------------------------ ---------------
Title of each class of Dollar Proposed maximum Proposed maximum Amount of
securities amount offering price aggregate offering registration
to be registered to be registered per Share price fee
- --------------------------- --------------------------- ------------------------ ------------------------ ---------------
Common stock, par value
$.0001 Maximum: 1,400,000 $2.50 $3,500,000 $283.15
- --------------------------- --------------------------- ------------------------ ------------------------ ---------------
Minimum: 10,000 $2.50 $25,000
--------------------------- ------------------------ ------------------------
Selling Stockholders 1,232,435 $2.50 $3,081,087 $760.46
- --------------------------- --------------------------- ------------------------ ------------------------ ---------------
Total $1,043.61(1)
- --------------------------- --------------------------- ------------------------ ------------------------ ---------------
(1) This registration fee is calculated at $.00008090 for the shares offered
based on the maximum aggregate offering price of the securities being
registered in accordance with Rule 457(c).
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 THEEAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a), OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SECTION 8(a), MAY DETERMINE.
WE 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.
Subject to completion, dated June ___, 2003
2
PRELIMINARY PROSPECTUS
AMALGAMATED RESOURCES TECHNOLOGIES, INC.
We are offering up to 1,400,000 shares of our common stock and 1,232,435 are
being registered for the benefit of the selling stockholders. Prior to this
offering, there has been no public trading market for our securities. The public
offering price will be $2.50 per share. This offering will expire one year from
the effective date of this prospectus. We must sell a minimum of 10,000 shares
in order to receive proceeds from the Offering. The proceeds from the sale of
the securities will be placed in an escrow account opened at the Grand Bank &
Trust of Florida, West Palm Beach, Florida, until 10,000 shares have been
sold.
This offer is being made on a minimum, maximum basis. In the event that the
minimum amount of 10,000 shares is not sold by the end of the 12 month period
commencing on the effective date of the registration statement (the "Termination
Date"), all funds shall be promptly returned to the investors, without interest.
We are offering our shares of common stock at $2.50 per share on a
self-underwritten basis. The CEO, Directors and Officers of the corporation will
be responsible for selling the securities.
Proceeds per share $ 2.50
Proceeds from the minimum sale $ 25,000.00
Proceeds from the maximum sale $3,500,000.00
We are acting as our own underwriter and the shares will be sold on a cash basis
by the officers of the Company. No commission will be charged by any officer.
Consequently, the proceeds on a per share basis remains at $2.50 and total
proceeds of $3,500,000.
Selling Shareholders
The selling shareholders will sell at a fixed price which is our offering price
of $2.50 until the securities are quoted on the OTC Bulletin Board.
_______________________________________________________________________________________________________
The common stock being offered involves a high degree of risk. See "Risk
Factors" beginning on page 3 for a discussion of certain factors that
should be considered by prospective investors. The common stock being
offered is not listed on any national securities market.
_______________________________________________________________________________________________________
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 preliminary prospectus is June ___, 2003
3
TABLE OF CONTENTS PAGE
1. PROSPECTUS SUMMARY.........................................................1
2. RISK FACTORS...............................................................3
2.1 RISKS RELATED TO OUR BUSINESS.....................................6
2.2 RISKS RELATED TO OUR INDUSTRY.....................................7
2.3 RISKS RELATED TO THIS OFFERING....................................9
3. USE OF PROCEEDS...........................................................11
4. DETERMINATION OF OFFERING PRICE...........................................17
5. DILUTION..................................................................17
6. DIVIDEND POLICY...........................................................18
7. SELLING SECURITY HOLDERS..................................................18
8. PLAN OF DISTRIBUTION......................................................21
9. LEGAL PROCEEDINGS.........................................................23
10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS.............23
11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT............25
12. DESCRIPTION OF SECURITIES.................................................26
13. INTEREST OF NAMED EXPERTS AND COUNSEL.....................................27
14. DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES
ACT LIABILITIES...........................................................27
15. DESCRIPTION OF BUSINESS...................................................27
16. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.............................................................40
17. DESCRIPTION OF PROPERTY...................................................41
18. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............................41
19. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS..................41
20. SUMMARY COMPENSATION TABLE................................................42
21. FINANCIAL STATEMENTS ....................................................42
22. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES.....................................................45
23. LEGAL MATTERS.............................................................45
24. EXPERTS...................................................................45
25. INDEMNIFICATION OF DIRECTORS AND OFFICERS.................................48
26. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION...............................48
27. RECENT SALES OF UNREGISTERED SECURITIES...................................48
28. EXHIBITS..................................................................49
29. SIGNATURES................................................................49
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
DIFFERENT INFORMATION. WE ARE NOT MAKING AN OFFER OF THESE SECURITIES IN ANY
STATE WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD NOT ASSUME THAT THE
INFORMATION PROVIDED BY THIS PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN
THE DATE ON THE FRONT OF THIS PROSPECTUS.
4
PROSPECTUS SUMMARY
About Amalgamated Resources Technologies, Inc.
Amalgamated Resources Technologies Inc., hereinafter referred to as ARTI, is a
company organized under the Laws of the State of Florida.
When a target company is approached and a deal concluded, we will incorporate a
Florida corporation. We will act as incorporator and resident agent. At this
stage, the Florida corporation will not be a reporting company under the
Securities Exchange Act. The beneficial owner(s) of the target company will hold
the majority of shares of the Florida corporation.
When this is accomplished, we will help the client to open an office in the US
and commence operations. Our help will range from: locating local partner and
clients for them, in which case we will be entitled to a commission on sales;
grants and loans for them to, when appropriate, make them become a fully
reporting company under the Securities Exchange Act by referring them to the
appropriate professionals. Irrespective of the nature of our services to these
companies, we will be paid by some shares of the Florida corporation. We expect
to receive dividends from these shares. We will negotiate on a case-by-case
basis, depending on our degree of involvement:
o Monthly fees for providing managerial services
o Sales commissions where applicable
o A percentage out of proceeds of grants, loans or third party
investments that we are able to organize on behalf of the Florida
corporation
The compensation amount will be decided based on the amount of services we
provide. For example, if we find a loan, a private investor or grants for the
target company, we will be paid a percentage of face value of the amount
received by the target company. Said percentage will vary depending on the
amount of the loan, grant and/or investment. Based on its fluctuating nature, we
cannot state a fixed percentage amount of possible income at this present time.
Our managerial services that will encompass all administrative tasks of the new
Florida corporation will be paid monthly a minimum amount of $5,000 per targeted
company. This amount will vary according to our degree of involvement in
day-to-day running of the new Florida company. As such, whereas a monthly
minimum of $5,000 is payable irrespective of the amount of work performed, in
some cases, we will bill the new companies hourly at an amount not to exceed
$500 per hour.
As of the date of this Prospectus, we have conducted our own research and
reached agreement with two companies. We have very limited cash resources and
are in need of substantial additional capital to execute our business plan.
o International Motion Book Corp. (IMB), where we hold 13.33% of
all issued and outstanding stock and;
o Industrie Caribeenne de Boulangerie Corp. (ICBC), where we hold
16.6% of the voting rights.
We anticipate that our revenue will be derived from providing a variety of
services and also from dividends. We will also get revenues from its own
activities. The size of the revenues will depend on the number of new companies
incorporated in order to transfer patented technologies and other types of
businesses in North America and help the companies go into production and sales.
5
About The Offering
We are offering our shares of common stock at $2.50 per share on a
self-underwritten basis. At such time as the minimum offering amount has been
received and accepted, the funds may be paid and used by us in accordance with
the use of proceeds table set forth herein (see "Use of Proceeds.") In the event
that the minimum amount of 10,000 shares is not sold by the end of the 12 month
period commencing on the effective date of the registration statement (the
"Termination Date"), all funds shall be promptly returned to the investors,
without interest.
Affiliates of our Company may not purchase shares of our stock in order to
achieve the minimum amount of our offering.
Common stock offered by ARTI: 1,400,000 common shares
Termination Date: This Offering will begin upon
effectiveness and will
terminate whenever all of the
shares are sold, or 12 months
after the date of
effectiveness, whichever comes
first.
Common stock offered by Selling Stockholders: 1,232,435 common shares
Common stock outstanding prior to this offering: 28,600,000 common shares
Common stock outstanding after this offering: 30,000,000 common shares
6
Primary offering: We are offering a minimum of
10,000 shares at $2.50 per
share for a total amount of
$25,000.
We are offering a maximum of
1,400,000 shares at $2.50 per
share for a total amount of
$3,500,000.
Summary of financial data
Our company is a development stage enterprise and does not conduct business
operations. Consequently this company has no income statement and has produced
an audited opening balance sheet as of March 31 , 2003.
The company has received $2,860 from the founders as their contribution to the
share capital of the company.
Our fiscal year end is December 31st.
The following expenses have been paid out of funds received from the issue of
shares to the founders and advance from stockholders:
Audit fees $ 2,500
Filing fees 105
Legal fees 10,000
Office expenses 2,280
Total $14,885
RISK FACTORS
Primary Risks
Investing in our company carries a certain number of risks that are inherent
to the provision of organizational and managerial services. The development
stage of our company implies risks of uncertainty and dependence on many outside
factors such as the availability of funds, our dependence on our hired
experts, foreign States' laws and regulations, obsolescence of the patented
technologies by new inventions. The inside factors are more related to our own
capacity to achieve our objective by selecting and retaining key personnel and
managing effectively the risk of obsolescence of material and equipment by new
technologies. Less costly and more efficient equipments have become a regular
feature of technological companies.
If any of the above risks occur, our business financial condition or
results of operations could be materially harmed. In such case, the trading
price of our common stock could decline, and you may lose all or part of your
investment.
You could lose all of your investment if we do not remain a going concern.
To achieve a going concern basis, a company must have adequate liquidity to pay
its creditors in a timely manner and dispose of sufficient positive cash flows
to finance its current operations whether of a capital nature or of a current
nature.
7
Risks Associated With Operating In Foreign Countries
Besides our operations in the US together with those companies which we are
helping to get established in the US, we intend to be engaged in the Caribbean
islands, France, Russia, Canada, other European countries as might be applicable
and also in some other places around the World, where there might be political
instability but with business opportunities with higher than normal returns. The
potential for employee injury could subject us to litigation and potential
liability for settlement, cancellation and/or judgment awards. We intend to
carry a full range of appropriate liability and other insurance. There are no
assurances that the amount of liability insurance and other coverage we will
secure will adequately cover all potential liability and/or other claims and
that any such liability and/or other claims will not exceed the coverage limits
of such a policy and that such insurance will continue to be available on
commercially reasonable terms or at all. Consequently, a liability claim or
other such claim with respect to uninsured liabilities or in excess of insured
liabilities would have a material adverse effect on our business, financial
condition and results of operation.
Secondary Risks
No assurance of a public market
Our common stock is not presently traded on any established market. There is no
prior trading market for our common stock and there can be no assurance that a
trading market for the common stock will develop, or if developed, that it will
continue. If no market develops, it may be difficult or impossible for holders
of the common stock to sell their shares if they should so desire. There are no
assurances that holders will be able to sell their offering of the common stock
or that sufficient shares will be sold to create a public market for the common
stock.
No assurance that offering will we successful
There can be no assurance that our offering will raise operating capital for our
initial 12 months of operations. Should the minimum amount of the offering be
the only amount raised in the offering, we could not operate for our initial 12
months and amounts contributed by investors in reaching the minimum would not be
returned to the investors. Failure by the Company to raise additional equity or
debt financing would impair our operations and investors may lose the total
amount of their investment.
Receipt of proceeds which are less than the amount from the maximum offering
amount will cause us to delay and/or modify our current plan and would impair
our business operations.
The proceeds from the sale of the shares together with our existing sources of
capital may not be sufficient to meet our ultimate financial needs, and may not
be substantial in relationship to the operations or business in which we intend
to engage. It may be necessary for us to secure significant amounts of
additional financing. While we have various alternative plans to secure such
financing, there can be no assurance that any of such plans will be successful.
Our targeted customers include industrial, commercial and individual users
depending on the product target. If these companies do not receive the funding
necessary either to start the cycle of production or for their expansion, our
revenues will be reduced.
Selling shareholder effect on market
When our selling shareholders sell their respective shares, the market price of
our stock could be potentially depressed and as a result you may not be able to
sell your shares at the previously higher market price. Selling a large volume
of shares in a short period of time will create downward pressure on the price
of our common stock unless there is buying in the market. Without a balanced
market in our stock, all of our shareholders are at risk of selling their shares
at depressed prices, thus realizing a reduced gain, if any.
Limitations on transferability
It is unlikely that investors will be able to liquidate their investments in the
shares in the event of an emergency or for any other reason. A public market for
the shares does not currently exist.
8
RISKS RELATED TO OUR BUSINESS
We were formed in 2002 and have yet to generate any revenue. There have
not been operations since inception and we are in the process of raising capital
and financing for our future operations. Therefore, we are subject to all the
risks inherent in the establishment of this new operating venture, including the
likelihood of operating losses.
In order to carry out our operating plans, we must obtain additional funding
from outside sources. We are relying, in part, on the success of this offering
in order to implement our plans to develop the company. Due to our limited
assets and resources, there can be no assurance that we will be successful in
obtaining the necessary financing either from this offering or other sources
including debt.
An investor in our shares must consider the risks, expenses and difficulties
frequently encountered by early stage companies in new and rapidly evolving
markets, including software and high tech companies. The likelihood of our
success must be considered in light of the expenses, problems and delays
frequently encountered by businesses in the early stages of development, the
competitive environment in which we operate and the frequent failure rate of
other companies whose businesses are principally focused on software, innovative
technology and franchise.
9
You may be unable to effectively evaluate our company for investment purposes
because we have no operating history. Since we were founded in 2002, we have
focused on the target companies with which we have agreements to purchase a
significant portion of their stock and where we would exert an influence on the
management by exercising a degree of control on disbursement of funds and by
holding some seats on the Board of Directors. Although our decision to get
involved in a company is the result of our own research and evaluation, which
usually takes more than a year, we must stress that it is above all a business
decision. As in all business decisions, ours, also, carries a risk of bad
judgment. Our prospects for success must be considered in light of the risks and
difficulties encountered by a company in its development stage.
Lack of relevant experience by management
Management believes that its success will largely depend on implementation of
the business plan. Management is experienced in the area of operation in which
the company will function. The focus of our operations will require management's
ability to master certain aspects in the running of software and Internet
security's segments, control of disbursement of funds in each target company, as
well as the enhancements of market opportunities.
The Company believes that it has ample experience to monitor the financial
operations and the provision of management and organizational services to its
subsidiaries or associated companies. However, marketing and general operations
requires management experience of a different nature. The Company expects that
it will generally have little or no direct experience in the management of
operations and marketing of the types of products and services the Company
intends to market. Because of the Company's lack of experience, it may be more
vulnerable than others to certain risks. The Company also may be more vulnerable
to errors in judgment that could have been prevented by more experienced
management. As a result, lack of previous experience could materially and
adversely affect future operations and prospects.
10
Our business depends upon the continued service of our key management personnel,
including Amal Rampadaruth, our president and chief executive; and Jadoomanee
Rampadaruth, executive vice president and chief financial officer. We cannot
assure you that we will be able to retain the services of any of our key
executives. If any of our key executives were to leave us, our business, results
of operations and financial condition could be materially adversely affected, as
these two officers have been involved in all the stages of development to date.
We do not currently have "key man" insurance policies on any of our executives.
You must consider our business and prospects given the risks, expenses and
challenges we might encounter because we are at an early stage of development in
a new and rapidly evolving market. We hope to proceed with the recruitment of
already identified and enter into Agreements with key personnel for
International Motion Book - Gaming Department (Mr. David Brunot and Mr. Stephane
Sommer), Internet security and for the operations of ARTI per se. We have
developed a professional relationship with Mr. Henri Sousseing, a French
professional traditional bread and pastry maker based in Guadeloupe. We shall
also consult with independent professionals in each field as and when required.
As we have not yet experienced one full calendar year of operations and the
executive personnel is not yet in place, although identified and letters of
intent signed, we are not in a position to guarantee the quality of our services
and products. Due to our short operating history, our future financial
performance is not predictable and may disappoint investors and result in a
significant decline in our stock price.
RISKS RELATED TO INDUSTRY
Competition in our markets is intense and could reduce our sales and prevent us
from achieving profitability
With our management efforts, our associated companies intend to offer products
and services of a higher standard than those offered by their competitors. The
market for our service is intensely competitive and subject to rapid
technological change. We expect the intensity of competition to increase in the
future. Increased competition is likely to result in price reductions, reduced
gross margins and loss of target market share, any one of which could reduce
their future revenues or earnings.
Potential dividends that may be generated by IMB may be greatly impacted as
described hereafter:
Competition exists in each sector of our involvement:
- - Internet security:
There are a few companies, which actually provide secured data transmission over
the Internet. Demand for services exist as the key issue is the quality of the
personnel and its willingness to work long hours including weekends. It must
always be taken into account the fact that hackers are using more elaborate
schemes to penetrate data bases and the personnel required to keep these schemes
from being successful, must always keep abreast of new technologies or be able
to minimize the risk at most.
- - Animation Software
World competition exists in this field as can be ascertained from movies and
advertisements made around the world. However, we intend to produce a tool,
which will make 3-D animation accessible to a greater number of persons. Risk of
our software being pirated exists. All software producers are facing the same
problem. Although we have identified the team that will work on this project and
will take all precautions to avoid being hacked, we cannot guarantee 100 %
immunity.
11
- - Games
Completion is fierce and some companies like Microsoft, Sony, and Electronic
Arts etc have superior means of production at their disposal. The market is open
and any company that comes up with superior software should succeed. If our
software wizards are unable to come up with a superior game or if the game does
not appeal to the public we might loose our investment. Competitors are defined
as those entities with deep financial resources, control of physical assets and
experienced, knowledgeable personnel.
In general, we believe that competition could ultimately assist us in building
product awareness and act as an incentive to bring in new patented technologies,
which will be beneficial to our objectives.
There can be no assurance that we will be able to successfully compete with
current or future competitors or that competitive pressures will not have a
material adverse effect on our business, financial condition and results of
operations.
As we are involved in diverse activities directly or through our associated
companies we will experience competition from different sources. Nonetheless,
due to the enormous potential for profit existing in the animation business and
Internet security there are and will continue to be numerous other business
entities seeking to profit from any one of these markets. Therefore, we will be
competing against numerous other businesses, which market the same or similar
products and/or services as those we intend to market, many of which have or may
have substantially greater capital resources.
As far as our operations are concerned, there are no trade secrets
involved. Our success depends on the quality of our management services
at an affordable price and the referrals of overseas clients involved in high
tech products or having patents for an innovative product, by our representative
offices in France and Russia and by our associates in Switzerland, Luxembourg
etc. Failure on our part to locate the right business or technology will entail
a loss of capital .
12
RISKS RELATED TO THIS OFFERING
Concurrent sales by selling shareholders and our current offering
We are offering our stock on a minimum/maximum basis. This means that we can
only start business when our minimum offering of 10,000 shares will have been
sold irrespective of the number of shares sold by the selling shareholders. The
investor purchasing shares from a selling shareholder will be exposed to a loss
of his funds if our minimum subscription is not reached.
Control by officers and directors could adversely affect our stockholders
Upon completion of this offering, our officers, directors will, in the
aggregate, beneficially own approximately 61% of our outstanding common stock,
assuming that they do not purchase shares in this offering. As a result, these
persons, acting together, will have the ability to control substantially all
matters submitted to our stockholders for approval (including the election and
removal of directors and any merger, consolidation or sale of all or
substantially all of our assets) and to control our management and affairs.
Although none of our officers, directors or large stockholders have committed to
purchase shares in this offering, it is possible that they may do so, thereby
increasing management's control.
We may issue additional securities, which would dilute the value of the shares
of our common stock
Certain events over which you will have no control could result in the issuance
of additional shares of our common stock, which could dilute the value of your
shares of common stock. We may issue additional shares of common stock:
o To raise additional capital;
o Upon the exercise of outstanding options and stock purchase warrants
or
o Additional options and warrants issued in the future;
o In connection with loans or other capital raising transactions; and
o In connection with acquisitions of other businesses or assets.
As of May 14 , 2003, there were no outstanding warrants to acquire shares of our
common stock but there were 500,000 Options to acquire shares of our common
stock.
We anticipate that the initial offering price of the shares will be
substantially higher than the net tangible book value per share of our common
stock after this offering. If we sell the shares at $2.50 per share, you will
incur immediate dilution of approximately 95.00% in net tangible book value for
each share of our common stock included in the shares you purchase. If currently
outstanding options or warrants to purchase our common stock were exercised,
your investment may be further diluted.
We do not intend to pay cash dividends
We have never declared or paid any cash dividends on our common stock. We
currently intend to retain any future earnings for funding our operations and,
therefore, do not expect to pay any cash dividends in the foreseeable future.
13
Investment Risk
Since we do not have an operating history, it is difficult to evaluate our
business or our future prospects. Our revenue and income potential is unproven
and our business model is still emerging. If our business model does not prove
to be profitable, investors may lose their investment. To date, we have not
carried out any operations. All the expenses incurred relate to the organization
of the company. Our financial statements show these expenses. As such, we have
provided an opening balance sheet. Revenues will only be generated after we
provide services to the different companies wishing to relocate their businesses
in the US. Our historical financial information is of limited value in
projecting our future operating results because of our lack of operating history
and the emerging nature of our business model. The investment capital refers to
private placement funds received from the sale of common stock. We plan to
invest heavily in evaluation of new technologies of target companies, sales of
our services, marketing and advertising. As a result, we expect that we will
continue to lose money through 2003. We may never achieve or sustain
profitability.
We cannot assure you that you will realize a positive return on your investment
or that you will not lose your entire investment in the shares. You should read
this prospectus and all exhibits carefully, and should consult with your own
personal legal and financial advisors prior to making any investment decision.
There has been no negotiation concerning the initial offering price of the
shares with third parties or any determination of the value of the common stock
by an independent appraiser
We have determined the number of shares to be offered based upon our estimate of
the amount of proceeds necessary for planned uses. The offering price is not
based on our assets, book value, or earnings. Accordingly, the offering price
should not be considered an indication of the actual fair market value of the
common stock as if appraised by a qualified third party.
Our management has determined the initial offering price and other terms of the
shares of common stock. The offering price of the shares does not necessarily
reflect the price at which these securities may be sold at a later date or their
current fair market value.
There has been no prior market for our shares and the market price of these
securities may fluctuate
There has been no market for our shares prior to this offering. The price of our
shares after the offering may fluctuate widely and the shares may trade at
prices significantly below the initial offering price. Although we plan to apply
for trading privileges on the National Bureau Daily Quotation Pink Sheets, we
cannot guarantee that a trading market for our securities will develop or, if a
market does develop, the depth of the trading market for the securities or the
prices at which the securities will trade. Should a trading market for our
securities develop, the market price could decline as a result of sales by our
existing stockholders of shares of common stock or the perception that these
sales could occur.
If the market price of our shares falls below $5.00 per security, the
transactions in our securities could become subject to penny stock regulations,
which could inhibit the marketability of our securities.
The Securities and Exchange Commission has adopted regulations which generally
define a "penny stock" to be any equity security that has a market price (as
defined) of less than $5.00 per share or an exercise price of less than $5.00
per share, subject to certain exceptions. As a result, our securities may become
subject to rules that 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 their
spouse). For transactions covered by these rules, the broker-dealer must make a
special suitability determination for the purchase of such securities and must
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 risk
disclosure document mandated by the Commission relating to the penny stock
market. The broker-dealer must also disclose the commission payable to both the
broker-dealer and the registered representative, current quotations for the
securities and, if the broker-dealer is the sole market maker, the broker-dealer
must disclose this fact and the broker-dealer's presumed control over the
market. Finally, monthly statements must be sent disclosing recent price
information for the penny stock held in the account and information on the
limited market in penny stocks. Consequently, were our securities to become
subject to the "penny stock" rules, these rules could restrict the ability of
broker-dealers to facilitate transactions in our securities and could affect the
ability of investors to sell our securities in the secondary market and the
price at which our securities could be sold.
14
Anti-takeover provisions in our articles of incorporation may adversely affect
the value of our outstanding securities.
Pursuant to our articles of incorporation, our board of directors may issue,
without stockholder approval, up to 5,000,000 shares of Class B common stock in
the future with such preferences, limitations and relative rights as the board
may determine. The rights of the holders of common stock will be subject to, and
may be adversely affected by, the rights of the holders of any preferred stock
that may be issued in the future. The issuance of Class B stock, while providing
flexibility in connection with possible acquisitions and other corporate
purposes, could have the effect of delaying or preventing a change in control of
ARTI without further action by the stockholders.
Future sales of our common stock by our existing stockholders could decrease the
trading price of the common stock
Sales of a large number of shares of our common stock in the public markets
after this offering, or the potential for such sales, could decrease the trading
price of our common stock and could impair our ability to raise capital through
future sales of our common stock. Upon completion of this offering, there will
be 30,000,000 shares of our common stock outstanding. Of these shares, the
5,160,000 shares of common stock included in the shares sold in this offering
will be freely tradable without restrictions or further registration under the
Securities Act of 1933, unless such shares are purchased by our "affiliates," as
that term is defined in Rule 144 of the Securities Act of l933. All of the rest
of our outstanding shares and shares issuable upon the exercise of outstanding
options and warrants will be "restricted securities" for purposes of Rule 144 of
the Securities Act and may not be resold unless registered under the Securities
Act or sold pursuant to an applicable exemption from registration, including the
exemption contained in Rule 144. All of these securities are eligible for sale
on the open market under Rule 144 (subject to the volume, holding period and
manner of sale limitations of that rule), except for shares which are subject to
lockup agreements which prohibit their sale for periods of between six months
and 18 months after the closing date of this offering, unless the sale is
consented to by us and the representative of the underwriters.
FORWARD-LOOKING STATEMENTS
Some of the information contained in this prospectus involves forward- looking
statements. These statements include, but are not limited to, statements about
our industry, plans, objectives, expectations and other statements that are not
historical facts. Forward-looking statements by their nature involve risks and
uncertainties. Therefore, actual results may differ materially from those
implied or expressed by these statements. Accordingly, you should not place
undue reliance on these forward-looking statements.
USE OF PROCEEDS
The net proceeds to ARTI range from $25,000 (the "Minimum") to $3,500,000 (the
"Maximum). If Minimum were raised, we anticipate operating capital for three
months. In order to implement our business plan we shall have to focus on
alternative sources of financing. Among the different sources of funding we
shall issue 10-year corporate bonds with an interest coupon. Our management has
experience in that type of financing. We may also resort to private funding.
There are some foreign investors who have expressed interest in our business.
The net minimum proceeds will be sufficient to cover the expenses in order to
implement our alternative plans of financing. Also, The present shareholders
have agreed to loan more funds if required. We do not anticipate an interruption
of our objectives if only the minimum is subscribed and this is the main reason
to make ARTI a going concern. It should be noted that the expenses that will
have to be met will concern activities related either to the issue of the
insurance backed corporate bonds with interest coupon and or the marketing of
our services to the group of private investors who have expressed an interest in
our business Assuming 100% of the offering is successfully sold, we
anticipate 12 months of capital requirements. More detailed tables indicating
the proposed use of funds are listed on the following pages.
It is possible that no proceeds may be raised from this offering. If fewer than
all of the shares are sold, we will have to delay or modify our current plans.
There can be no assurance that any delay or modification will not adversely
affect our development. If we require additional funds to develop our plan, such
funds may not be available on terms acceptable to us. In the event that less
than 10% of this offering is sold, we intend to focus our efforts and capital on
marketing. While there can be no assurance of success, it is our goal to invest
heavily in our marketing efforts in an attempt to take us out of the development
stage and begin recognizing transactional revenue. We will not pursue any
further development until additional funds either from sales or investment
capital can be secured.
15
Use of proceeds from the initial public offering:
The net offering proceeds will be the total amount sold less offering expenses
of $50,000 or net proceeds of $3,450,000, $2,575,000, $1,700,000, $825,000 or
$25,000, respectively based on the offering level raised (i.e., 100%, 75%, 50%,
25% or a minimum of $25,000). Expenses of $50,000 shall not apply if only the
minimum is raised. The following table sets forth the use of net proceeds for
each of the offering levels achieved.
- --------------------- ------------------ ----------------------- ----------------------- --------------------
Maximum 75% 50% 25%
- --------------------- ------------------ ----------------------- ----------------------- --------------------
Amount % Amount % Amount % Amount %
- --------------------- ----------- ------ -------------- -------- -------------- -------- ------------ -------
General and
Administrative (1) $110,000 3% $88,000 3% $58,000 3% $50,000 5%
- --------------------- ----------- ------ -------------- -------- -------------- -------- ------------ -------
Salaries (2) $240,000 7% $162,000 6% $84,000 5% 0 0
- --------------------- ----------- ------ -------------- -------- -------------- -------- ------------ -------
IMB Investment (3) $1,200,000 35% $1,200,000 47% $600,000 36% $300,000 36%
- --------------------- ----------- ------ -------------- -------- -------------- -------- ------------ -------
ICBC Investment (4) $1,000,000 29% $500,000 19% $500,000 29% $250,000 31%
- --------------------- ----------- ------ -------------- -------- -------------- -------- ------------ -------
Travel & Entertain-
ment Expense (5) $200,000 6% $75,000 3% $50,000 3% $9,000 1%
- --------------------- ----------- ------ -------------- -------- -------------- -------- ------------ -------
Management fees(6) $500,000 14% $400,000 16% $300,000 18% $150,000 18%
- --------------------- ----------- ------ -------------- -------- -------------- -------- ------------ -------
Professional fees(7) $180,000 5% $150,000 6% $108,000 6% $66,000 8%
- --------------------- ----------- ------ -------------- -------- -------------- -------- ------------ -------
Working Capital (8) $20,000 1% 0 0 0 0 0 0
- --------------------- ----------- ------ -------------- -------- -------------- -------- ------------ -------
Total $3,450,000 100% $2,575,000 100% $1,700,000 100% $825,000 100%
- --------------------- ----------- ------ -------------- -------- -------------- -------- ------------ -------
1. Includes furniture, fixtures and other expenses associated with general
and administrative expenses.
2. Includes salaries of officers and key employees.
3. Includes investment in IMB pursuant to agreement.
4. Includes investment in ICBC pursuant to agreement.
5. Includes expenses associated with business related travel and
entertainment.
6. Includes primary sources of revenue for Company for management
services.
7. Includes expenses associated with legal and accounting fees.
8. Includes expenses normally associated with working capital.
16
With only 10% of the funds it shall become more difficult to achieve the goals
set. However, we shall allocate the funds in such a way so that we can
obtain the optimal cash flow.
We will target only one company with a greatly reduced staff. This single
company will generate cash within six months, which will be used to market our
services in a limited number of countries.
In International Motion Book the funds will be predominantly affected to the
games and $20,000 for marketing the Internet security. Here also, staff from the
games department will deal with all orders received. This activity also will
provide rapid cash flows.
As far as the bakeries are concerned we shall start with only one bakery.
Working with a minimum staff, renting a sales point and getting the equipment on
lease together with credit facilities from our suppliers we shall be able to
produce the type of breads. This will establish the quality of the breads and
pastries and will help build a clientele base.
ARTI`s Use of proceeds if only the minimum is raised: $25,000, which represents
0.714% of the funds:
Obviously if we only raise such a small amount, our capacity to operate will be
greatly diminished. In such case, we will need additional funding very quickly.
In order to secure said funding we will be obliged to issue ten year Corporate
Bonds with an interest coupon.
We have an informal agreement with securities houses and banks to acquire these
bonds. The agreement will be formalized if only the minimum subscription is
raised.
The $25,000 will thus be used to start the process of the issue of our capital
guaranteed ten year bonds.
* The item "Operating Expense" includes the following payments as duly resolved
by the Board:
"The following gross monthly remuneration for the under mentioned be and is
approved to be effective as from the completion of the initial public offering
for an initial period of three years:
1. Mr. Amal Rampadaruth will be paid a gross amount of Seven Thousand
Dollars ($7,000) per month as CEO. The contract will be signed
after successful completion of the initial public offering.
2. Mr. Jadoomanee Rampadaruth will be paid a gross amount of Seven
Thousand Dollars ($7,000) per month as CFO. The contract will be
signed after successful completion of the initial public offering.
Note: All the above remunerations will be prorated in accordance with the level
of subscription. Thus the remuneration will be reduced to 75% of the above
amounts if only 75% of the funds are raised. At 50% of subscription the
remuneration will be reduced to 50 % of above. At 10% no such payment will be
effected."
17
If the offering proceeds are insufficient to pay the offering expenses, the
founders will pay for the balance, if any, on a prorated basis.
In accordance with our agreements with IMB and ICBC, respectively, we will
receive the following compensation from these companies:
ICBC: $450,000 from second round of funding
$15,000 per month for providing managerial services
5,000,000 common shares (16.6% of all issued shares:
30,000,000)
3 directors out of 7
Office of the CFO - control of all disbursements of funds, etc.
Commission and fees as appropriate
IMB: $450,000 from second round of funding
$15,000 per month for providing managerial services
3,999,999 common shares (13.3% of all issued shares:
30,000,000)
3 directors out of 7
Office of the CFO - control of all disbursements of funds, etc.
Commission and fees as appropriate
Said securities have already been allocated to us as founders shares. The face
value of said securities has been $0.0001 per share at inception. After funding
being made, we will have to reevaluate. The shares are issued in favor of ARTI
by the respective companies themselves. Although we will hold less than 20% of
the issued capital in each company, we will exert significant influence on these
companies through the Board of Directors and the office of the Chief Finance
Officer.
ICBC will use the maximum offering amount obtained from ARTI and monitored by
ARTI as follows:
Equipment: $500,000 for two units
Administrative, manufacturing and
selling expenses : $500,000 for the two units.
IMB will use the maximum offering amount obtained from ARTI and monitored by
ARTI as follows:
Computers , peripheral equipments, software and
office equipments for the three departments
(Animation, Internet security and Games): $345,000
Administrative, marketing and selling expenses: $855,000:
DETERMINATION OF OFFERING PRICE
The offering price of the 1,400,000 common shares being offered on a "direct
participation" basis has been determined primarily by the capital requirements
of ARTI and has no relationship to any established criteria of value, such as
book value or earnings per share. Additionally, because we have no operating
history and have not generated any revenues to date, the price of the shares is
not based on past earnings nor is it indicative of current market value for the
assets owned by ARTI.
DILUTION
The common shares were allocated to the founders prior to December 2002. Only
the Class A common shares were issued in the first quarter of 2003. These shares
have no effect on dilution in the first quarter of 2003 as they do not rank for
dividends. The only right associated with the Class A common shares is a voting
right exercisable in case of a hostile takeover.
As of December 2002, ARTI had a net book value of $2,860 ($.0001 per share
based on 28,600,000 shares). The net tangible book value per share is equal to
our total tangible assets (2,860), less total liabilities (0) and divided by
total number of shares of common stock outstanding (28,600,000) i.e. 2,860
divided by 28,600,000 which equals to $0.0001. After giving effect to the sale
of 100% of the shares at the public offering price of $2.50 per share our net
tangible book value would be $3,502,860. The net tangible book value per share
would be $0.1168.
As a result of the public subscription the 28,600,000 founders who purchased
their shares at $0.0001 per share will get an immediate increase of $0.1167
($0.1168-$0.0001) per share. The public shareholders who will buy their shares
at $2.50 will have an immediate loss of value or a dilution of $2.5 less
$0.1168, which equals to $2.3832 per share.
18
Table showing different levels of dilution according to different levels of
sales of the public offering
- -------------- ----------- ------------ ---------- --------------- ------------- ---------- ---------- ------------
% of sales of Existing New Shares Total Sales Proceeds Total Assets Assets Offering Dilution
offering Shares per share Price
- -------------- ----------- ------------ ---------- --------------- ------------- ---------- ---------- ------------
28,600,000 0 28,600,000 2,860.00 2,860.00 0.0001
- -------------- ----------- ------------ ---------- --------------- ------------- ---------- ---------- ------------
0.71 10,000 28,610,000 25,000.00 27,860.000 0.0010 2.50 2.4990
- -------------- ----------- ------------ ---------- --------------- ------------- ---------- ---------- ------------
10 140,000 28,740,000 350,000.00 352,860.00 0.0123 2.50 2.4877
- -------------- ----------- ------------ ---------- --------------- ------------- ---------- ---------- ------------
25 350,000 28,950,000 875,000.00 877,860.00 0.0303 2.50 2.4697
- -------------- ----------- ------------ ---------- --------------- ------------- ---------- ---------- ------------
50 700,000 29,300,000 1,750,000.00 1,752,860.00 0.0598 2.50 2.4402
- -------------- ----------- ------------ ---------- --------------- ------------- ---------- ---------- ------------
75 1,050,000 29,650,000 2,625,000.00 2,627,860.00 0.0886 2.50 2.4114
- -------------- ----------- ------------ ---------- --------------- ------------- ---------- ---------- ------------
100 1,400,000 30,000,000 3,500,000.00 3,502,860.00 0.1168 2.50 2.3832
- -------------- ----------- ------------ ---------- --------------- ------------- ---------- ---------- ------------
Appreciation of stock of existing shareholders as a result of public offering
- --------------------------- ------------ ----------- ------------ ----------- ------------- -------------
Item 0.71% 10% 25% 50% 75% 100%
- --------------------------- ------------ ----------- ------------ ----------- ------------- -------------
Existing Net Value/ Share 0.0001 0.0001 0.0001 0.0001 0.0001 0.0001
Before Public Offering
- --------------------------- ------------ ----------- ------------ ----------- ------------- -------------
Subscription 10,000 140,000 350,000 700,000 1,050,000 1,400,000
- --------------------------- ------------ ----------- ------------ ----------- ------------- -------------
Net Value per share after 0.0010 0.123 0.0303 0.0598 0.0886 0.1168
public offering
- --------------------------- ------------ ----------- ------------ ----------- ------------- -------------
Appreciation 0.0009 0.1229 0.0302 0.0597 0.0885 0.1167
- --------------------------- ------------ ----------- ------------ ----------- ------------- -------------
The information set forth above regarding dilution assumes the sale of 0.714%,
10%, 25%, 50%, 75% and 100% of the 1,400,000 shares being offered. The 3,760,000
shares being offered by the selling stockholders are outstanding shares of
common stock and, therefore, do not contribute to dilution, however may
contribute to depressing the market price for investors based on the timing and
amount of shares sold.
DIVIDEND POLICY
We have not paid cash dividends on our common stock since our inception. We
currently intend to retain any future earnings for use in the expansion of the
business, and therefore do not anticipate declaring any cash dividends in the
foreseeable future. The declaration and payment of cash dividends, if any, will
be at the discretion of the Board of Directors of the Company and will depend,
among other things, upon our earnings, capital requirements, and financial
condition.
SELLING SECURITY HOLDERS
The following table sets forth information as of January 15, 2003 with respect
to the beneficial ownership of our common stock both before and immediately
following the offering. The table includes those who beneficially own more than
5% of our outstanding common stock, the selling security holders in this
offering.
The percentages determined in these calculations are based upon 28,600,000 of
our common shares that are issued and outstanding as of the date of this
Prospectus. The percentages determined in calculations after this offering were
determined by adding the 1,400,000 common shares that may be issued and
outstanding if 100% of the shares offered are sold. The Securities and Exchange
Commission's rules were followed in determining beneficial ownership. Therefore,
we have included shares over which a person has voting or investment power. We
have followed the Securities and Exchange Commission Rule 13d-3(d)(i) in
calculating percentage of ownership.
18
The following table shows the number of shares and percentage before and after public offering:
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- -----------------
Name No of shares No of No of Shares % after
before public % before public Shares after public public offering
No offering offering (1) offered offering (2)
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
1 Alexanco Serge 10 * 1 9 *
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
2 Alps Resources Bankers Inc 500,000 1.7 25,000 475,000 1.6
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
3 Amalgamated Resources Holding 500,000 1.7 25,000 475,000 1.6
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
4 Amalgamated Resources Investments
Corp. 7,700,000 26.9 85,000 6,615,000 25.4
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
5 Amalgamated Resources Marketing Corp 500,000 1.7 25,000 475,000 1.6
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
6 Angus Associates 10 * 1 9 *
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
7 Berbeyer Karine 10 * 1 9 *
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
8 Bertoud Claude 10 * 1 9 *
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
9 Bialade Regine 10 * 1 9 *
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
10 Billon Alain 10 * 1 9 *
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
11 Boudoux-d`Hautefeuille Eymeric 10 * 1 9 *
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
12 Boudoux-d`Hautefeuille Wulfran 1,010 * 101 909 *
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
13 Bourgeon Ludovic 10 * 1 9 *
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
14 Bouvet SARL 10 * 1 9 *
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
15 Branger Rene 10 * 1 9 *
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
16 Brottier Daniel 10 * 1 9 *
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
17 Cases-Trincq Josiane 10 * 1 9 *
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
18 Chamoux Sylvian 10 * 1 9 *
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
19 Chassard Philippe 10 * 1 9 *
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
20 Covili Frederic 10 * 1 9 *
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
21 Cruypenning Laurent 10 * 1 9 *
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
22 D.P.Morton&Associates 250,000 * 250,000 0 *
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
23 De Lenclos Alain 75,010 * 3,750 71,260 *
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
24 Debaecker Michel 10 * 1 9 *
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
25 Dias Louis 10 * 1 9 *
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
26 Doury Fabienne 10 * 1 9 *
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
27 Dreyfus Sarah 110 * 11 99 *
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
28 Dujardin Philippe 10 * 1 9 *
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
29 Durocher Jean-Luc 10 * 1 9 *
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
30 Farys Rolland 10 * 1 9 *
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
31 Gallin Francois 10 * 1 9 *
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
32 Greene Richard P. 250,000 * 25,000 225,000 *
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
33 Haussy Vauche Daniel 10 * 1 9 *
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
34 Hoffmann Ginette 10 * 1 9 *
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
35 Humbert Jean-Marie 10 * 1 9 *
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
36 Kieffer Serge 10 * 1 9 *
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
37 Knecht Yasmine 10 * 1 9 *
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
38 Kremer Joseph 10 * 1 9 *
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
39 Lacous Olivier 10 * 1 9 *
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
19
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
40 LDV Inc 250,000 * 250,000 0 *
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
41 Ledroit Alain 10 * 1 9 *
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
42 Levy Michele 10 * 1 9 *
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
43 Lux Providence 10 * 1 9 *
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
44 Maillet Patrick 10 * 1 9 *
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
45 Maude Ressources 10 * 1 9 *
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
46 Mogeon Philippe 10 * 1 9 *
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
47 Molko Albert 10 * 1 9 *
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
48 Monin Didier 10 * 1 9 *
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
49 Montant Jean-Pierre 1,010 * 101 909 *
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
50 Naros Portfolio 10 * 1 9 *
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
51 Parnalland Patrick 10 * 1 9 *
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
52 Parrot Jean-Francois 10 * 1 9 *
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
53 Paul Schmidt 250,000 * 250,000 0 *
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
54 Perdrix Georges 10 * 1 9 *
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
55 Perdrix Jean-Claude 10 * 1 9 *
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
56 Perdrix Thierry 10 * 1 9 *
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
57 Perron Jean-Pierre 10 * 1 9 *
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
58 Pioger Berangere 10,000 * 1,000 9,000 *
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
59 Plassard Robert 10 * 1 9 *
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
60 Rampadaruth Amal 10,000,000 34.9 90,000 9,910,000 33.0
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
61 Rampadaruth Aruna 738,140 2.58 36,907 701,233 2.3
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
62 Rampadaruth Jadoomanee 6,100,000 21.32 90,000 5,010,000 20.0
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
63 Rampadaruth Maya 700,000 2.44 35,000 665,000 2.2
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
64 Rampadaruth Natalia 738,140 2.58 36,907 701,233 2.3
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
65 Robin Catherine 10 * 1 9 *
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
66 Roulin Pascal 10 * 1 9 *
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
67 Roux-Bognier Claudine 1,010 * 101 909 *
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
68 Souhard Eric 10 * 1 9 *
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
69 Steiner Charles 25,000 * 2,500 22,500 *
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
70 Strina Gerard 10 * 1 9 *
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
71 Teuf Alexandre 10 * 1 9 *
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
72 Toque Dauphinoise 10 * 1 9 *
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
71 Vauche Francis 10,000 * 1,000 9,000 *
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
72 Vauche Francis 10 * 1 9 *
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
73 Vauche Franck 10 * 1 9 *
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
74 Vedere Guy 10 * 1 9 *
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
75 Vedere Paul 10 * 1 9 *
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
76 Wechtler Patrick 10 * 1 9 *
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
77 Public offering 1,400,000 4.6
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
78 New shareholders (3) 1,232,435 4.1
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
TOTAL 28,600,000 100% 1,232,435 30,000,000 100%
- ---------- -------------------------------------- -------------- ---------------- ---------- ------------- ------------------
Note: * means less than 1% of shares
1. Percentages were based on the number of shares issued and outstanding
as of March 31 , 2003
20
2. Percentages were based on the number of shares issued and outstanding
assuming that 100% of 1,400,000 common shares being Offered are
successfully sold, which would equal a total of 30,000,000 common
shares issued and outstanding
- Mr. Amal Rampadaruth and Mr. Jadoomanee Rampadaruth control
approximately 58.3% of the Company's common stock.
3. New Shareholders - those who purchase shares from selling
shareholders. This number of shares are already included in the
original allocation of shares.
PLAN OF DISTRIBUTION
We are offering 1,400,000 shares of common stock through officers and directors
on a "direct participation" basis at a purchase price of $2.50 per share. This
offering will begin upon effectiveness and will expire whenever all of the
shares are sold, or 12 months after the date of effectiveness, whichever comes
first. We are managing this offering without an
underwriter. The shares will be offered and sold by our officers. These officers
will not receive a sales commission or other compensation, except for
reimbursement of expenses actually incurred on behalf of ARTI for such
activities. In connection with their efforts, they will rely on the safe harbor
provisions of Rule 3a4-1 of the Securities and Exchange Act of 1934. Generally
speaking, Rule 3a4-1 provides an exemption from the broker/dealer registration
requirements of the 1934 act for associated persons of an issuer. No one,
including ARTI, has made any commitment to purchase any or all of the shares.
Rather, the officers and directors will use their best efforts to find
purchasers for the shares. We cannot state how many shares will successfully be
sold.
Mr. Amal Rampadaruth, President, Chairman, Director and CEO and Mr. Jadoomanee
Rampadaruth, Executive Vice President, Director, COO and CFO are responsible for
the sale of the securities on behalf of ARTI. They are not compensated in
connection with their participation by the payment of commissions or other
remuneration based either directly or indirectly on transactions in securities.
These officers are not, at the time of their participation, an associated person
of a broker or a dealer. These officers do not restrict their participation to
transactions involving offers and sales of securities to a registered broker or
dealer, a registered investment company or registered separate account, an
insurance company, a bank, a savings and loans association, a trust company or
similar institution supervised by a State or Federal Banking Authority or a
Trust for which a bank, a savings and loans association, a trust company or a
registered investment advisor either is the trustee or is authorized in writing
to make investment decisions or that are exempted by section 3a-7, 3a-9 or 3a-10
of the Securities Act of 1933 from registration provisions of that act or that
are made pursuant to a plan or agreement submitted over vote or consent of the
security holders who will receive securities of the issuer in connection with a
reclassification of securities of the issuer, a merger or consolidation or a
similar plan of acquisition involving an exchange of securities or a transfer of
assets of any other person to the issuer in exchange for securities of the
issuer, or that are made pursuant to a bonus, profit sharing, pension,
retirement, thrift, savings, incentive, stock purchase, stock ownership, stock
appreciation, stock option, dividend reinvestment or similar plan for employees
of an issuer or a subsidiary of the issuer.
The Officers meet all of the following conditions:
o They primarily perform, or is intended primarily to perform at the
end of the offering, substantial duties for or on behalf of the
issuer otherwise than in connection with transaction in securities;
and
o They were not a broker or dealer, or an associated person of a
broker or dealer, within the preceding twelve months; and
o The Officers do not participate in selling and offering of
securities for any issuer more than once every twelve months other
than in reliance on paragraphs a4i or a4iii, except that for
securities issued pursuant to Rule 415 under the Securities Act
1933, the twelve months shall begin with the last sale of any
security included within one Rule 415 Registration. The Officers
restrict their participation to any one or more of the following
activities:
a) Preparing any written communication or delivering such
communication through the mail or other means that does not
involve oral solicitation by the officers of a potential
purchaser, provided, however, that the content of such
communication is approved by a partner, officer or director
of issuer;
21
b) Responding to enquiries of a potential purchaser in a
communication initiated by the potential purchaser,
provided, however, that the content of such responses are
limited to information contained in a registration
statement filed under the Securities Act of 1933 or other
offering document;
c) Performing ministerial and clerical work.
We anticipate selling the shares to persons whom we believe may be interested or
who have contacted us with interest in purchasing the securities. We may sell
shares to such persons if they reside in a state in which the shares legally may
be sold and in which we are permitted to sell the shares. We are not obligated
to sell shares to any such persons.
We have established an escrow account at Grand Bank & Trust of Florida
wherein funds will be held until such time as the Minimum offering amount has
been subscribed for. At that time, the funds will be dispersed to be used for
our business operations. A copy of the executed escrow agreement is
annexed.
We reserve the right to reject any subscription in full or in part and to
terminate this offering at any time. Officers, directors, present stockholders
of ARTI and persons associated with them may purchase some of the shares.
However, officers, directors, and their affiliates shall not be permitted to
purchase more than 20% of the shares being sold and such purchases will be held
for investment and not for resale. In addition, no proceeds from this offering
will be used to finance any such purchases.
No person has been authorized to give any information or to make any
representations in connection with this offering other than those contained in
this prospectus and if given or made, that information or representation must
not be relied on as having been authorized by ARTI. This prospectus is not an
offer to sell or a solicitation of an offer to buy any of the securities to any
person in any jurisdiction in which that offer or solicitation is unlawful.
Neither the delivery of this prospectus nor any sale hereunder shall under any
circumstances, create any implication that the information in this prospectus is
correct as of any date later than the date of this prospectus.
Purchasers of shares either in this offering or in any subsequent trading market
that may develop must be residents of states in which the securities are
registered or exempt from registration. Some of the exemptions are self-
executing, that is to say that there are no notice or filing requirements, and
compliance with the conditions of the exemption render exemption applicable.
We have filed the registration statement, of which this prospectus forms a part,
with respect to the sale of the shares. There can be no assurance that the
Selling Stockholders will sell any or all of the shares they desire to sell, or
that we will sell any of the shares we desire to sell.
Under the Securities Exchange Act of 1934 and the regulations there under, any
person engaged in a distribution of the shares offered by this Prospectus may
not simultaneously engage in market making activities with respect to the common
stock of ARTI during the applicable "cooling off" periods prior to the
commencement of such distribution. In addition, and without limiting the
foregoing, the Selling Stockholders will be subject to applicable provisions of
the Exchange Act and the rules and regulations there under, which provisions may
limit the timing of purchases and sales of common stock by the Selling
Stockholders. We will pay all of the expenses incident to this offering and sale
of the Shares, other than commissions, discounts and fees of underwriters,
dealers, or agents.
We have advised the selling stockholders that, during such time as they may be
engaged in a distribution of any of the shares we are registering by this
Registration Statement, they are required to comply with Regulation M
promulgated under the Securities Exchange Act of 1934. In general, Regulation M
precludes any Selling Stockholder, any affiliated purchasers and any
broker-dealer or other person who participates in such distribution from bidding
for or purchasing, or attempting to induce any person to bid for or purchase,
any security which is the subject of the distribution until the entire
distribution is complete. Regulation M defines a "distribution" as an offering
of securities that is distinguished from ordinary trading activities by the
magnitude of the offering and the presence of special selling efforts and
selling methods. Regulation M also defines a "distribution participant" as an
underwriter, prospective underwriter, broker, dealer, or other person who has
agreed to participate or who is participating in a distribution. Our officers
and directors, along with affiliates, will not engage in any hedging, short, or
any other type of transaction covered by Regulation M.
22
Regulation M prohibits any bids or purchases made in order to stabilize the
price of a security in connection with the distribution of that security, except
as specifically permitted by Rule 104 of Regulation M. These stabilizing
transactions may cause the price of the common stock to be higher than it would
otherwise be in the absence of those transactions. We have advised the Selling
Stockholders that stabilizing transactions permitted by Regulation M allow bids
to purchase our common stock so long as the stabilizing bids do not exceed a
specified maximum, and that Regulation M specifically prohibits stabilizing that
is the result of fraudulent, manipulative, or deceptive practices. Selling
Stockholders and distribution participants will be required to consult with
their own legal counsel to ensure compliance with Regulation M.
We intend to sell our common stock in Europe, the United States, Russia and
others. We intend to rely on exemptions from registration in connection with the
sale of our securities.
Selling shareholders
The Selling stockholders will be selling 1,232,435 common shares. This offering
will be conducted beginning from the effective date and will expire whenever all
of the shares are sold or 12 months after the date of effectiveness, whichever
comes first.
LEGAL PROCEEDINGS
As of the date of this prospectus, neither ARTI nor any of its' officers or
directors are involved in any litigation either as plaintiffs or defendants. As
of this date, there is not any threatened or pending litigation against ARTI or
any of its' officers or directors.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS
Set forth below is certain information concerning our directors and executive
directors.
Name Age Position
Jadoomanee Rampadaruth 61 Chief Financial Officer, Chief Operating
Officer, Executive Vice President,
Secretary and Director currently,
resides in Europe
Amal Rampadaruth 37 Chairman of the Board of Directors,
President, Chief Executive Officer
currently resides in the US
The Directors shall be elected at each annual general meeting and shall hold
office until the next annual meeting of shareholders and until the Director's
successor has been elected and qualified or until the Director's resignation or
removal from office.
The Directors have been appointed but will only assume duty after successful
completion of this offering.
None of our Officers and Directors currently holds such responsibilities in any
reporting company at present time.
Biographies:
Jadoomanee RAMPADARUTH, Chief Financial Officer, Chief
Operating Officer, Executive Vice President, Secretary and Director
Professional Experience:
From September 1986 to June 1996, Mr. Rampadaruth was a part-time lecturer in
Anglo-Saxon Accounting and Financial Management at the Universite Paris IX
Dauphine. The lectures were delivered to students preparing the MAGISTERE DE
SCIENCES ET DE GESTION (Master Level), with emphasis on the comparative aspects
of accounting techniques used in France, England and the US. Mr. Rampadaruth is
an F.C.C.A. Fellow of the Chartered Association of Certified Accountants. The
Chartered Association of Certified Accountants is based in London and has
recently been awarded the Royal Charter. It is the equivalent of the American
CPA.
From April 1990 until March 1991, he was the Chairman of Brama Corp., a company
incorporated in the US with representative offices in Paris and Geneva, which
provided services for the management and control of the day-to-day running of
small companies.
From January 1992 to March 1995, he was Director and shareowner of Commercial &
Fiduciary Bank Ltd., located in Rome, Italy with a back office in Geneva,
Switzerland. The bank mainly focused on money management. All of his shares and
other interests were sold in 1995.
From March 1992 to December 1993, he was a Director and shareowner of Interglobe
Plc, a British telecom company (sold) located in London, England. Interglobe
Plc, which was listed on the British stock market, used to market a telephone
card for businesspersons traveling abroad and having to call their business
contacts from hotel rooms. The card contained toll free access numbers, which
enabled the user to call anybody around the world at a fraction of the cost that
he would have normally paid using hotel telephones.
From September 1997 to date, he is the President of Amalgamated Resources
Financial Marketing, Corp, Las Vegas, Nevada
From May 1998 until September 1998, he was Executive VP and Director of the
following companies: First Anglo-Swiss (FAS) Holding Inc., Las Vegas, NV, a
holding company of all other FAS companies. This company was sold to US Bridge
Construction of New York (USBR -NASDAQ NSM symbol); FAS Marketing Corp., used to
market FAS bonds, Las Vegas, NV; FAS Mergers & Acquisitions, Las Vegas; FAS
Eastern European Financial Equities Corp., holding company of all Eastern
European Real Estate, Las Vegas; Eastern European Real Estate Fund Corp., Las
Vegas; FAS Mining Corp., a holding company of mining companies, Las Vegas; FAS
International Builders Corp., a holding company of European construction
companies, Las Vegas; COVIPRO, parent company of a French real estate company,
Las Vegas; Texas Turbo Jet Inc., jet engine parts, Texas, USA; and Arbinson
Mining Inc., Gold Mining, Nevada.
From April 2000 to July 2002, he was Chairman and CFO of Palm Beach Life /
Merrion Holdings Inc., Equity participation in European companies and others,
Las Vegas, Nevada
From July 2000 to September 2001, he was the Chairman and CFO of Terra Holdings
Inc., Holding Company of Technological Companies, Palm Beach, Florida
From July 2000 to date, he is CFO and Director of Amalgamated Resources
Holdings, Inc., Palm Beach, Florida
From March 2001 to date, he is the Secretary of Alps Resources Bankers Inc, Palm
Beach, Florida
From November 2001 to date, he is President and Director of Amalgamated
Resources Financial Marketing Corp., Palm Beach, Florida
From December 2001 to date, he is CFO, Director and Secretary of Space Telecom,
Inc., Palm Beach, Florida.
From February 2002 to date, he is CFO of International Motion Book, Corp., Palm
Beach, Florida
From September 2002 to date, he is Director and Secretary of Industrie
Caribienne de Boulangerie Corp., Palm Beach, Florida and CFO, Director and
Secretary of Amalgamated Resources Investments, Corp., Palm Beach, Florida
23
Amal RAMPADARUTH, President, Chairman, CEO and Director.
From January 1992 until March 1995, Amal Rampadaruth was Director, CEO and
shareowner of Commercial & Fiduciary Bank Ltd., located in Rome, Italy with a
back office in Geneva, Switzerland. The bank mainly focused on money management.
All of his shares and other interests were sold in 1995.
From March 1992 to December 1993, he was the President and CEO of Interglobe
Plc, a British Telecom company (sold) located in London, England. Interglobe Plc
(listed on the British stock market) used to market a telephone card for
businesspersons traveling abroad and having to call their business contacts from
hotel rooms. The card contained toll free access numbers, which enabled the user
to call anybody around the world at a fraction of the cost that he would have
normally paid using hotel telephones.
From September 1997 to date, he is Director, Treasurer/Secretary of Amalgamated
Resources Financial Marketing, Corp, Las Vegas, Nevada
From May 1998 to September 1998, he was President and CEO of the following
companies: First Anglo-Swiss (FAS) Holding Inc., Las Vegas, NV, a holding
company of all other FAS companies. This company was sold to US Bridge
Construction of New York (USBR -NASDAQ NSM symbol); FAS Marketing Corp., used to
market FAS bonds, Las Vegas, NV; FAS Mergers & Acquisitions, Las Vegas; FAS
Eastern European Financial Equities Corp., holding company of all Eastern
European Real Estate, Las Vegas; Eastern European Real Estate Fund Corp., Las
Vegas; FAS Mining Corp., a holding company of mining companies, Las Vegas; FAS
International Builders Corp., a holding company of European construction
companies, Las Vegas; COVIPRO, parent company of a French real estate company,
Las Vegas; Texas Turbo Jet Inc., jet engine parts, Texas, USA; and Arbinson
Mining Inc., Gold Mining, Nevada.
From April 2000 to July 2002, he was President and CEO of Palm Beach Life /
Merrion Holdings Inc., Equity participation in European Companies and others,
Las Vegas, Nevada
From July 2000 to September 2001, he was President and CEO of Terra Holdings
Inc., Holding Company of Technological Companies, Palm Beach, Florida
From July 2000 to date, he is President and CEO of Amalgamated Resources
Holdings, Inc., Palm Beach, Florida
From March 2001 to date, he is CEO and Director of Alps Resources Bankers Inc,
Palm Beach, Florida
From November 2001 to date, he is Director and Treasurer/Secretary of
Amalgamated Resources Financial Marketing Corp., Palm Beach, Florida
From December 2001 to date, he is Chairman of the Board of Directors of Space
Telecom, Inc., Palm Beach, Florida
From February 2002 to date, he is President and CEO of International Motion
Book, Corp., Palm Beach, Florida
From September 2002 to date, he is President, CEO and Director Amalgamated
Resources Investments, Corp., Palm Beach, Florida
24
Key Employees
Natacha Rampadaruth, Liaison Officer - Russia
From September 1993 to June 1999, she attended University of Samara, Russia. She
earned a Master's Degree in French and English Languages. From May 2000 to May
2001, she was employed by Snecma Services, an aeronautical company based in
Paris, France, as a liaison officer with Russia and Russian companies.
From June 2001 to date she is employed by Alps Resources Bankers, Inc., a
financial company based in Palm Beach, Florida. She is Vice President, liaison
officer with Russia, oversees all Russian contacts, translations, and research
with Russian companies. She will provide the same services for Amalgamated
Resources Technologies Inc, as soon as it becomes a public company.
Aruna D. Rampadaruth, Liaison Officer - France
From January 1997 to date, Aruna is employed by Amalgamated Resources Financial
Management Corp., as the Liaison Officer with French companies and she also
performs client relations duties.
From June 2001 to date she is Vice President for Alps Resources Bankers, Inc., a
financial company based in Palm Beach, Florida. She is the liaison officer with
France, oversees all French contacts, translations, and research with French
companies. She will provide the same services for Amalgamated Resources
Technologies Inc, as soon as it becomes a public company.
Maya D. Matabadul, Administrative Manager
From 2001 to date, Maya is employed by Alps Resources Bankers, Inc., a financial
company based in Palm Beach, Florida. She is using her extensive contacts in the
diplomatic world as a retired Diplomatic Executive stationed in Paris, France
for over a decade, in order to facilitate Alps Resources Bankers transactions
internationally. She will provide the same services for Amalgamated Resources
Technologies Inc, as soon as it becomes a public company.
Inna Dmitrieva, Scientific Manager
After 15 years as a scientific officer/engineer in the aeronautical/space
industry in Russia, she joined Alps Resources Bankers, Inc. in June of 2001. Her
job is to target and evaluate emerging technologies in Russia. She will provide
the same services for Amalgamated Resources Technologies Inc, as soon as it
becomes a public company.
Julia Smolianova, Office Manager
From September 1993 to June 1999, she attended the University of Samara, Russia.
She got her Masters Degree as a Speech Therapist.
From June 2001 to date, she is the Office Manager of Alps Resources Bankers,
Inc., a financial company based in Balm Beach, Florida. She is also Manager of
the representative office of Alps Resources Bankers in Russia. She will be the
manager of the Russian office of Amalgamated Resources Technologies, Inc. as
soon as it becomes publicly traded.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of June 1 , 2003, with
respect to the beneficial ownership of our common stock by each beneficial owner
of more than 5% of the outstanding shares, each director, each executive officer
named in the Summary Compensation Table and all executive officers and directors
as a group, and sets forth the number of shares of our common stock owned by
each such person and group. Unless otherwise indicated, the owners have sole
voting and investment power with respect to their respective shares.
- ---------------------------------------- --------------------------------- -------------------------------------------------
Name and address of beneficial owner Shares of common stock Percentage of outstanding common stock
beneficially owned
- ---------------------------------------- --------------------------------- -------------------------------------------------
Before offering After offering
of all shares
- ---------------------------------------- --------------------------------- --------------------------- ---------------------
Amal Rampadaruth
292, South County Rd, #109, Palm 10,738,140 (1) 37.54 35.79
Beach, FL - 33480
- ---------------------------------------- --------------------------------- --------------------------- ---------------------
Jadoomanee Rampadaruth
292, South County Rd, #109, Palm 6,800,000 (2) 23.77 22.66
Beach, FL - 33480
- ---------------------------------------- --------------------------------- --------------------------- ---------------------
Amalgamated Resources
Investments Corp. 7,700,000 (3) 26.92 25.67
292, South County Rd, #109, Palm
Beach, FL - 33480
- ---------------------------------------- --------------------------------- --------------------------- ---------------------
Alps Resources Bankers Inc.
292, South County Rd, #109, Palm 500,000 1.7 1.6
Beach, FL - 33480
- ---------------------------------------- --------------------------------- --------------------------- ---------------------
25
- ---------------------------------------- --------------------------------- --------------------------- ---------------------
Amalgamated Resources
Holdings, Inc. 500,000 1.7 1.6
292, South County Rd, #109, Palm
Beach, FL - 33480
- ---------------------------------------- --------------------------------- --------------------------- ---------------------
Amalgamated Resources
Financial Marketing Corp. 500,000 1.7 1.6
292, South County Rd, #109, Palm
Beach, FL - 33480
- ---------------------------------------- --------------------------------- --------------------------- ---------------------
All directors and executive
officers as a group (2 persons) 17,538,140 61.31 58.45
- ---------------------------------------- --------------------------------- --------------------------- ---------------------
Managers of foreign offices and other
key personnel
- ---------------------------------------- --------------------------------- --------------------------- ---------------------
Alain de Lenclos- France 75,010 0.26 0.25
- ---------------------------------------- --------------------------------- --------------------------- ---------------------
Inna Dmitrieva- Russia 0 0 0
- ---------------------------------------- --------------------------------- --------------------------- ---------------------
Julia Smolyanova-Russia 0 0 0
- ---------------------------------------- --------------------------------- --------------------------- ---------------------
Natacha Rampadaruth 0 0 0
- ---------------------------------------- --------------------------------- --------------------------- ---------------------
Aruna D. Rampadaruth 738,140 2.58 2.46
- ---------------------------------------- --------------------------------- --------------------------- ---------------------
M.D. Matabudul 0 0 0
- ---------------------------------------- --------------------------------- --------------------------- ---------------------
(1) Includes 738,140 shares owned by Natalia Rampadaruth, who is the wife of
Amal Rampadaruth. Share ownership does not include 250,000 options
exercisable at $2.50 per share for a period of 24 months from the
effective date of the Offering.
(2) Includes 700,000 shares owned by Maya Rampadaruth, who is the wife of
Jadoomanee Rampadaruth. Share ownership does not include 250,000 options
exercisable at $2.50 per share for a period of 24 months from the
effective date of the Offering.
(3) Amal Rampadaruth is also a beneficial owner of Alps Resources Bankers Inc,
Amalgamated Resources Holdings Inc, Amalgamated Resources Investments
Corp, and Amalgamated Resources Financial Marketing Corp.
The issuer is not a beneficial owner of any shares in the above mentioned
companies in which Amal Rampadaruth is a beneficial owner. There have been no
transactions between ARTI and any of these companies since inception of ARTI
with the exception of Alps Resources Bankers Inc. which enables ARTI to locate
its two first transactions.
If the owners of the options exercised their rights, the percentages of shares
held immediately after offering by the officers would be modified as follows:
- ---------------------------------- ---------------------------- ----------------- --------------------------------------------------
Name and address of beneficial Shares beneficially owned No of options Percentage
owner before options
- ---------------------------------- ---------------------------- ----------------- --------------------------------------------------
Before offering/ Before Offering/ After offering/
Before Options After Options After Options
- ---------------------------------- ---------------------------- ----------------- ----------------- ---------------- ---------------
28,600,000 29,100,000 30,500,000
shares shares shares
- ---------------------------------- ---------------------------- ----------------- ----------------- ---------------- ---------------
Amal Rampadaruth
292, South County Rd, #109, Palm
Beach, FL - 33480 10,738,140 250,000 37.54 37.76 36.03
- ---------------------------------- ---------------------------- ----------------- ----------------- ---------------- ---------------
Jadoomanee Rampadaruth
292, South County Rd, #109, Palm
Beach, FL - 33480 6,800,000 250,000 23.78 24.23 23.11
- ---------------------------------- ---------------------------- ----------------- ----------------- ---------------- ---------------
All directors and executive
officers as a group (2 persons) 17,538,140 500,000 61.32 61.99 59.14
- ---------------------------------- ---------------------------- ----------------- ----------------- ---------------- ---------------
Note: In order to calculate percentage ownership of each director after
completion of 100 % of offering and exercise of option rights by the directors
we have included. Thus the percentages have been calculated on the basis of
30,500,000 shares issued and outstanding.
The officers and directors hold 61.32% before exercise of options. After
exercise of options, the percentage of ownership would increase to 61.99%. The
percentage of ownership after exercise of options and public subscription will
59.14%. As per disclosure in notes 1 and 2 above, the shares held by the
directors have been amended to include shares held by their respective spouses.
The founders to whom 28,600,000 shares have been allocated do not constitute a
voting group or a partnership or a syndicate. They have acquired their shares
individually and are free to sell or dispose of their shares according to their
own free will.
Class A common stock
The class A common stock outstanding does not rank for dividends. It carries
voting rights only when there is an attempt for a hostile takeover. It has no
influence on the normal management of the company. There are 5,000,000 shares of
common stock having 10 votes per share. Mr. Amal Rampadaruth and Mr. Jadoomanee
Rampadaruth have been allocated 2,500,000 shares each.
- ---------------------------------------- --------------------------------- -------------------------------------------------
Percentage of outstanding Class A common stock
Name and address of beneficial owner Class A common shares
beneficially owned
- ---------------------------------------- --------------------------------- -------------------------------------------------
Before offering After offering
of all shares
- ---------------------------------------- --------------------------------- --------------------------- ---------------------
Amal Rampadaruth
292, South County Rd, #109, Palm 2,500,000 50% 50%
Beach, FL - 33480
- ---------------------------------------- --------------------------------- --------------------------- ---------------------
Jadoomanee Rampadaruth
292, South County Rd, #109, Palm 2,500,000 50% 50%
Beach, FL - 33480
- ---------------------------------------- --------------------------------- --------------------------- ---------------------
DESCRIPTION OF SECURITIES
COMMON STOCK
Our authorized common stock consists of 100,000,000 shares of common stock,
$.0001 par value per share, and 5,000,000 shares of Class A common stock, $.0001
par value per share. As of January 15, 2003, there were 28,600,000 common shares
issued and outstanding. There were 76 shareholders as of March 31, 2003.
26
All the class A common stock has already been allocated. There are only two
shareholders. We are offering shares of common stock
solely for sale to the public.
Holders of common stock are entitled to one vote per share on all matters
submitted to a vote of shareholders and may not cumulate votes for the election
of directors. Holders of the common stock have the right to receive dividends
when, as, and if declared by the board of directors from funds legally
available. Upon liquidation of ARTI, holders of the common stock are entitled to
share pro rata in any assets available for distribution to shareholders after
payment of all obligations of the Company. Holders of common stock have no
preemptive rights and have no rights to convert their common stock into any
other securities. All shares of common stock have equal rights and preferences.
All shares of common stock now outstanding are fully paid for and
non-assessable.
Holders of Class A common stock are entitled to 10 votes per share The Class A
common shares give the holders a pre-emptive right to vote only in case of
hostile take-over. The object of the allocation of the Class A common shares is
to delay, defer or prevent a change in control of the small business issuer.
The Class A common shares carry no rights of dividends. They have no voting
rights except when there is an attempt for a hostile take-over.
We have never paid a cash dividend on the common stock. We currently intend to
retain all earnings, if any, to increase our capital to effect planned
development activities and to pay dividends only when it is prudent to do so and
our performance justifies such action. Holders of common stock are entitled to
receive dividends out of funds legally available when, as, and if declared by
our board of directors.
OTHER SECURITIES
There are currently no preferred shares or other debt or equity securities
issued, outstanding, or authorized.
TRANSFER AGENT AND REGISTRAR
We are acting as our own transfer agent and registrar.
INTEREST OF NAMED EXPERTS AND COUNSEL
Richard P. Greene, P.A. shall opine as to the validity of the shares registered
in this registration statement. Mr. Greene owns 250,000 shares of the Company's
common stock, 25,000 of which will be registered in the Registration Statement.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
ARTI's articles of incorporation provide that it will indemnify any officer,
director, or former officer or director, to the full extent permitted by law.
This could include indemnification for liabilities under securities laws enacted
for shareholder protection.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
small business issuer pursuant to the foregoing provisions, or otherwise, the
small business issuer has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the small
business issuer of expenses incurred or paid by a director, officer or
controlling person of the small business issuer in the successful defense of any
action, suit or proceeding) is asserted by such director, officer, or
controlling person in connection with the securities being registered, the small
business issuer will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question 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.
DESCRIPTION OF BUSINESS
Amalgamated Resources Technologies Inc., hereinafter referred to as ARTI, is
organized under the Laws of the State of Florida as a profit corporation. It was
incorporated on February 7, 2002. We have no operational history to date and we
are not the object of any legal proceedings whatsoever initiated against us..
The object of our business is to provide management services to select companies
owning patents for innovative technology or other companies with a high
potential of growth, to relocate to the US. We target European countries, Russia
and other East European countries primarily and the rest of the World secondly.
US companies are also targeted if major growth potential exists. Our procedural
approach is as follows:
o After careful review of a potential business, we incorporate a new
Florida Profit Corporation for the potential foreign client.
o Said client's foreign company then, and only then, is either acquired
by the new Florida corporation with himself as a majority share owner
or the new Florida corporation becomes a subsidiary of the foreign
company. Thus the owner retains control of the new Florida company and
will either handle personally the transfer of the technology or will
delegate experts at this effect.
o We provide managerial services to these US companies for which we are
paid on a monthly basis.
o For our services, we negotiate a certain amount of shares, three seats
on the Board of Directors and the position of CFO. We exercise a
significant influence on the company. Our interest is to assure that
the company's development goes according to the business plan and that
a proper internal control system is established. The control is
exercised as a result of an official position in the relocated company
as CFO.
Our package of services also include locating funding sources through private
investors, sale of insurance backed bonds, grants, loans, sales of corporate
debentures and others as applicable.
In order to gain a competitive edge on our competitors (business angels, etc.)
we have decided to use part of the funds raised for our IPO in order to rapidly
help two companies establish themselves and start operating in the US. That is
how we intend to show our track record.
Our main activity of locating and selecting the right technologies has
tremendous impact on the ensuing activities. Besides locating the owners of the
technologies, we perform or cause to be performed an assessment of the
technologies and their suitability to be relocated to the US. We are solely
responsible for our choice. We will not engage in a merger with or an
acquisition of the company holding the patents. There is consequently no
holding/subsidiary relationship between us and the companies owning the
technology. We have identified and selected two companies which are described in
this submission.
We will generate management fees through our main activity of relocating foreign
based technological companies and providing pre-incorporation and post
incorporation services.
We are not an investment company as defined by Investment Company Act of 1940.
We are not engaged in the business of investing, re-investing, holding or
trading in securities. Although we may receive shares as partial consideration,
our main focus is to get paid in cash on a monthly basis as well as to earn
commissions on sales that we help them generate and by a percentage of face
value of loans that we might secure for them. Furthermore we also expect some
dividends in the long run. Based on above, we think that we are exempted under
the definition from complying with the requirements of the Investment Company
Act of 1940.
27
As of the date of this Prospectus, we have reached agreement with two companies
i.e. International Motion Book Corp. (IMB), where we hold 13.33% of the voting
stock, and Industrie Caribeenne de Boulangerie Corp (ICBC), where we hold 16.6
%. We also hold 33.33 % of Imeris Inc. Upon completion of the Offering, we
intend to fund operations in two of the three companies against the shares
allocated to ARTI and begin to receive revenues. We anticipate that our revenue
will be derived from a variety of sources, including, but not limited to:
dividends, remuneration for services, sales commissions (in some cases), etc. It
should be noted that the revenues in the form of remuneration would start
immediately for services rendered to the targeted companies.
Alps Resources Bankers Inc., a Florida company located IMB and ICBC's principals
and subsequent businesses. Alps Resources Bankers Inc. then decided to enter
into a contract with ARTI regarding a potential funding of both companies
against a purchase of shares in both companies. Herewith annexed are Exhibits 1
and 2 for IMB and ICBC respectively.
The signed agreements provide for the following information:
ARTI will assist in raising funds for the new Florida corporation via various
tools such as a guaranteed bond issue, private investors, grants, loans and
others as might be applicable.
Client will pay out of proceeds of received funds the net amount of Four Hundred
and Fifty Thousand United States Dollars ($450,000) or 10% of raised amount,
whichever is greater, plus a certain number of shares for ARTI's services
(payable after the second round of funding).
Client will be solely responsible for running his business;
All control and decision making process will lie with Client solely;
ARTI will be entitled to three seats on the Board of Directors of the Company;
The total number of Directors of the Company will not exceed seven (7);
ARTI's Directors' appointment will be ruled by the Golden parachute edict - i.e.
One Hundred Thousand US Dollars ($100,000) paid to each Director, yearly, in
case of sale of the company and for the entire duration of the company's life
under its actual name and or any other names. Said rule will only change in case
of the company being bankrupt.
For its assistance and managerial services and help, ARTI will be paid monthly
the net amount of Fifteen Thousand United States Dollars ($15,000) without right
of termination and/or revocation by Client or management of its company thereof.
Said payments will be entered in the Charter of the Corporation and will remain
in full force until the company is bankrupt and/or ceases entirely its activity.
A name change of the company or a change of ownership cannot terminate this
Agreement. All payments will be made on the 1st of each month or the next
business day if the 1st is a holiday, by a corporate check made in ARTI's name
and mailed to it at its mailing address;
Thus, without actually running the companies, although the ARTI appointed CFO
will monitor disbursements, ARTI will be remunerated for services rendered.
Commission will be earned and determined on a case-by-case basis. In view of the
potential of growth of IMB and ICBC, we expect capital gains and dividends where
appropriate.
The shares already allocated to ARTI are worth almost nothing at present time as
they are founders' shares acquired at $0.0001 with a further obligation to fund
the companies. Management decided not to include these shares as an investment
in the balance sheet of ARTI as the investee companies are waiting for funding
to start business. Also, we have followed GAAP regarding the valuation based on
lower of cost or market. This is not misleading for potential investors as
without raised funds there are no ARTI, no IMB and no ICBC. Furthermore, the use
of funds clearly states investments in both companies and their startup nature.
As for Imeris, the final and definitive Agreement will only be reached once we
are publicly traded. Imeris USA's shares are worth $0.0001 per share. All of
above shares (IMB, ICBC and IMERIS) have been paid for by Mr. Rampadaruth and
Alps Resources Bankers Inc, and 'given' to ARTI as per terms and conditions of
their respective agreements.
Our relationship with IMB is based on the fact that Mr. Amal Rampadaruth
imagined the various activities of IMB and found, via his extensive clientele's
network, the Gaming Concept/project (75% completed). Mr. Amal Rampadaruth will
act as President/CEO of IMB and will ensure, immediately after funding, that
proper professionals take over the various departments. Please keep in mind that
the Gaming Department is already in activity. As for the two other departments,
the organizational charts and activities have already been designed and put in
place. The technical sides has already been verified as to its feasibility and
finally some of its team has already been approached and potential agreements
reached, subject to funding being obtained. As for ICBC, we are not involved in
their management. The only involvement we will have will be to foresee that the
funds released in their favor be used as per agreement. Regarding Imeris Inc. if
we consummate the transaction, Mr. Dutt Rampadaruth will act as the CFO of the
Imeris Inc.
Mr. Amal Rampadaruth and Jadoomanee Rampadaruth are not remunerated for their
services.
28
Mission Statement:
- - To target as many companies as possible in Europe, Russia and the rest
of the World.
- - To effectively establish at least five companies during the fiscal year
on US soil.
- - To help finance, if need be, some of the newly established companies.
- - To generate enough income from these companies in order to ensure a
high level of profitability in the form of monthly administrative
costs payments and year-end revenues derived from dividends paid from
these companies.
PATENTS AND TRADEMARKS
At the present time, we do not own any patents or trademarks.
EMPLOYEES
We presently have no full time employees. Staffing levels will be determined as
we progress and grow. As many independent contractors as possible will be used
to keep payroll expenses to a minimum.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
We intend to provide management services to select companies owning patents for innovative
technology or other companies with a high potential of growth, to relocate to
the US. We target companies located in Europe, Russia and other countries
throughout the world. US companies will also be targeted if major growth
potential exists.
For our services we negotiate a certain amount of shares, three seats on the
Board of Directors and the post of CFO. We exercise a significant influence on
the company. Our interest is to assure that the company's development goes
according to the business plan and that a proper internal control system is
established. The control is exercised as a result of an official position in the
relocated company as CFO.
Our package of services also include locating funding sources through private
investors, sale of insurance backed bonds, grants, loans, sales of corporate
debentures and others as applicable.
Our main activity of locating and selecting the right technologies has
tremendous impact on the ensuing activities. Besides locating the owners of the
technologies, we perform or cause to be performed an assessment of the
technologies and their suitability to be relocated to the US. We are solely
responsible for the choice. We do not engage in a merger with or an acquisition
of the company holding the patents. There is consequently no holding/subsidiary
relationship between us and the companies owning the technology. We have
identified and selected two companies that are described in this submission. We
will generate significant income through our main activity of relocating foreign
based technological companies and providing pre-incorporation and post
incorporation services.
Our 12 month plan of operation requires the receipt of $3,500,000 We may receive
substantially less than the $3,500,000 maximum offering, in which case funds
will be allocated to complete the following steps based upon the funding level
achieved. This step process demonstrates a timeline which sets forth the
critical points which must be achieved for us to develop and offer our services.
Step 1 -- The first $25,000 will be used to start the process of
issuing the insurance backed ten year corporate debentures. Any a
mounts above $25,000 will trigger the start of the core business.
Step 2 -- $175,000 received will be used to complete the procedures
for the relocation of IMERIS from France to the USA. Timeframe:
immediate. Furthermore, we will also initiate the formalities for the
validation of the different patented technologies that we or our
assigns have already identified and shortlisted by us. Timeframe:
immediate
Step 3 -- Receipt of $500,000 will allow us to complete all the
formalities for the five companies which we have planned to relocate to
the US. Timeframe: immediate
Step 4 -- Receipt of $550,000 will allow us to meet all of our
administrative costs for one year Timeframe: 12 months
Step 5 -- Receipt of $1,200,000 will allow us to fund the computer
hardware, software and operating expenses for the three divisions of
IMB - animation, internal security and games. Timeframe : 12 months
Step 6 -- Receipt of $1,000,000 will allow us to buy all the equipment
for the two bakeries and fund the operating costs. Timeframe : 12
months
With $3,500,000 we would not require additional financing during the
first 12-month period as we expect a stream of revenue to cover
fluctuations in the cost of equipment, etc. In the event only the
minimum is raised, we will require additional capital to accomplish
more than Step 1 set forth above. We have no plan to sell additional
stock to raise more money during the 12 months following start of
operations.
With our minimum offering of only $25,000, we will not be able to fund our
operations for the initial 12 months without alternative financing sources. We
believe $3,500,000 would be required to implement and operate our activities,
therefore should only the minimum offering be raised, money contributed by
investors may be insufficient to carry out the contemplated business plan and
such funds would not be returned to investors. We have stated in the Use of
Proceeds section that the minimum offering amount would sustain our operations
for approximately three months wherein we would put in place all the procedures
necessary for the issue of 10-year zero coupon with guaranteed capital. Should
additional funds not be raised in the offering, we would restructure the current
plan and seek additional private equity or debt financing.
Besides revenues generated by our main line of business, Income will be derived
from other companies, even if we are not involved on a day to day basis. The
earned income will be received on a monthly basis billed by us for managerial
services rendered to all companies. Additional income will be based on a
negotiated percentage of funds raised for them in derived from loans, grants,
bonds sales, shares sales, etc., for other companies additional income will be
generated for help, introductions and signing of sales contracts. In such cases,
we will help said companies to market their products. For the funds allocated to
these companies, we will be paid monthly 15,000 Dollars per Company, i.e.
180,000 Dollars per year, per Company for their entire life unless sold, in
which case we will be entitled to 300,000 Dollars under the Golden parachute
edict. We will receive a percentage of amounts raised for them. For
IMB, the Agreement is 3 % - i.e. 36,000 Dollars and 30,000 for ICBC.
Furthermore, as these Companies will require more funds in the future, we will
earn more monies in the long run out of commissions to be paid on face value of
monies raised for them in the future. We will earn 15 % return on our monies in
IMB'S case and 18 % on ICBC. Based on these Companies potential, we estimate
that they are prone to make good profits in the near future and thus be in a
position to distribute dividends - at which stage, we stand to profit from that
also.
29
Mr. Amal Rampadaruth and Jadoomanee Rampadaruth, b oth officers of the company
are experienced in this type of business. Demand for this type of services is
high and at present ARTI has already completed pre-evaluation of a dozen
companies operating with new technologies in France and Russia. These companies
deal with industrial 3-D Decoration, Houses based on a new process that is
affordable to low income group, wireless broadband Internet, etc. Our primary
focus at this point is developing our marketing efforts to locate the new and
innovative technologies for which there is a huge demand in the US.
Our 12 months plan of operation requires the receipt of $3,500,000 and will be
utilized as follows:
ARTI $ 1,300,000
IMB $ 1,200,000
ICBC $ 1,000,000
ARTI will continue to locate and establish new and innovative technologies in
North America. Besides monthly management fees, ARTI will be allocated a certain
number of shares in each company and a few seats on the Board of Directors; this
is negotiated on a case-by-case basis. ARTI, though not involved in the
day-to-day running of the operations of these companies, controls the
disbursement of funds. Thus, each company established here by ARTI results into
management fees and dividends.
ARTI via its Directors and associates networks in Haute Savoie, France, Geneva,
Switzerland and Samara, Russia and via its own networks that will be developed
in a near future, will conduct the preliminary analysis of potential clients. A
first selection is made and the business plans are then transferred to ARTI'S
headquarters. At that stage, the ultimate decision will be made after a careful
review of the various Companies products' potential success in North America.
Management believes that the line of business of ARTI makes it profitable in the
long run without any positive cash flows from any of the companies it has helped
establish in the US. The following forward-looking table illustrates this point.
ARTI's PROJECTED STREAM OF INCOME FROM ITS OWN ACTIVITIES
The following statements are forward looking. The basis of this projection is
the extensive research that has been carried out by ARTI and/or its assigns
regarding the potential of the business. As we intend to establish five
different companies, we know exactly what are the fixed revenues that will be
derived: monthly remuneration for managerial services, a negotiated percentage
of funding (depends on the level of funding) and estimates based on additional
services which we shall provide. We know what services will be provided on the
basis of research or indication given by the interested parties. Although these
contracts have yet to be formalized, the potential of remuneration is known. The
exact amount will be determined accurately on a case-by-case basis.
The statements give an indication of profitability on a yearly basis. The
increase each year is based on the establishment of new companies plus
remuneration carried over from previous years.
- ------------------------------ ------------------------------ -------------
Year Net Income ARTI Return
- ------------------------------ ------------------------------ -------------
Year 1 208,000 5.94%
- ------------------------------ ------------------------------ -------------
Year 2 338,000 9.66%
- ------------------------------ ------------------------------ -------------
Year 3 728,000 20.8%
- ------------------------------ ------------------------------ -------------
Year 4 1,118,000 31.94%
- ------------------------------ ------------------------------ -------------
Year 5 1,508,000 43.08%
- ------------------------------ ------------------------------ -------------
Average 780,000 22.28%
- ------------------------------ ------------------------------ -------------
The company would not require additional financing during the first twelve month
period as it expects a stream of revenues to cover whatever fluctuation in the
costs of equipments etc. It has no plan to sell additional stock to raise more
money during the twelve months following start of operations.
30
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2003, we have $3,774 in cash as reflected on the balance sheet.
Based upon our current low cost of operation, we can meet our cash requirements
for the next 3 months until such time, if ever, offering proceeds are received.
We are relying, in part on the success of this offering to provide us with the
necessary capital to subsidize the day-to-day operations until we can reach a
level of sales that will sustain our operating expenses. There can be no
assurance that we will be able to borrow capital to continue operations. There
also can be no assurance that any shares of this offering will be successfully
sold, and if sold, the capital received will be adequate to continue operations.
The financial statements made part hereof have been presented on the basis of
the continuation of the Company as a going concern and do not include any
adjustments relating to the recoverability and classification of recorded asset
amounts or amounts and classification of liabilities that might be necessary
should we be unable to continue as a going concern.
Marketing
Most of our marketing and promotion will be accomplished through our officers,
our foreign contacts/ representatives who will be part of the sales
organization. The services we can offer our customers are one of the best sales
tools we have. While we intend to use the services of professionals in the
target countries we also intend to contract on a case-by-case basis with
scientists in the specific field of the technology we intend to relocate in the
US.
ARTI will use extensively the introduction and numerous contacts of Mr. Amal
Rampadaruth and Mr. Jadoomanee Rampadaruth in the different countries. These
contacts were developed when these two officers were themselves located in
France and Switzerland for more than 15 years.
The services we can offer our customers are affordable as can be judged by the
numerous inquiries received by our Officers' extensive networks in France,
Switzerland and Russia
Our management has experience in financial matters, accounting, banking and
funding of companies. Building on this experience, we intend to develop a
network of representatives who will be paid a commission on each successful
case. The prior operations in which management has been involved have no
affiliation with ARTI.
Pricing will be structured to provide our services at a relatively low cost in
order to broaden the size of the industry segment targeted by us. If a
technology has a higher potential of growth and profitability we may decide to
take a bigger participation via an investment and get more involved in the
business in the US.
31
EMPLOYEES
We presently have no employees. A certain number of employees have been
identified for International Motion Book and KDFB. As far as the activities of
ARTI are concerned we shall work with experts on a contractual basis on a
case-by-case basis.
The level of recruitment in both IMB and ICBC is contingent upon the level of
funding received.
Both our Officers' Employment Contracts will become effective when the Company
is funded. All contracts are for a period of five years and all have a
non-compete clause included in the Agreement. All Agreements require full time
devotion to the Company.
DESCRIPTION OF PROPERTY
We will lease office space at South County Road, Palm Beach, Florida for $4,000
per month. Upon funding, we intend to lease space to accommodate the
administrative staff of each new established company while their manufacturing
sites will be located according to their needs either in West Palm Beach or
wherever appropriate. At present, we are using the facilities put at our
disposal by Alps Resources Bankers, Inc.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Jadoomanee Rampadaruth, the Company's Executive Vice President, CFO, COO and
Director, is the father of Amal Rampadaruth, the Company's CEO, President,
Chairman and Director.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Prior to this offering, there has been no public market for the common stock of
the Company. At the present time neither any National Securities Exchange nor
the NASDAQ stock market lists the securities offered. There is no public trading
market for our common stock. There are outstanding 28,600,000 common shares as
of January 15,2003. We are currently offering 1,400,000 common shares through
this offering. We have also agreed to register an additional 1,234,435 for
selling shareholders.
Since its inception, no dividends have been paid on our
common stock. We intend to retain any earnings for use in the business
activities, so it is not expected that any dividends on the common stock will be
declared and paid in the foreseeable future.
SUMMARY COMPENSATION TABLE
The following equity compensation plan sets forth information approved in
respect of options granted. There were no warrants and rights which were granted
at the end of fiscal year ending December 31, 2002. Under this plan the
president and CFO have 250,000 options each exercisable at $2.50 for a period of
24 months. .
Equity Compensation Plan Information
As of December 31, 2002
- -------------------------------- ------------------------------ ----------------------------- ------------------------------
Plan Category No of securities to be Weighted average exercise No of securities remaining
issued upon exercise of price of outstanding available for future issuance
outstanding options, options, warrants and rights
warrants and rights
- -------------------------------- ------------------------------ ----------------------------- ------------------------------
A b c
- -------------------------------- ------------------------------ ----------------------------- ------------------------------
Equity compensation plan
approved by security holders 500,000 $2.50 69,500,000
- -------------------------------- ------------------------------ ----------------------------- ------------------------------
Equity compensation plan not
approved by security holders 0 0 69,500,000
- -------------------------------- ------------------------------ ----------------------------- ------------------------------
Total 500,000 $2.50 69,500,000
- -------------------------------- ------------------------------ ----------------------------- ------------------------------
The directors and officers have not received any other form of compensation
during fiscal year ending December 31, 2002 for services rendered and for
attendance of directors' meetings.
The following table sets forth information concerning the aggregate compensation
paid or to be paid by ARTI to its Chief Executive Officer and each of the other
executive officers for services rendered in all capacities to the Company for
the fiscal year ended December 31, 2002.
32
Annual Long-Term All Other
Compensation Compensation Awards Compensation
-------------------- -------------------------------- -----------------------
Restricted
Name and Stock Stock Securities Group
Principal Fiscal Awards Awards Underlying Matching Life Ins.
Position Year Salary Bonus ($) (#) Options 401K Premium
- ----------- ----- ------ ----- ------------------------------------- ------- -------
Amal Rampadaruth 2002 $-0- -0- -0- -0- 250,000 -0- -0-
CEO/President
Jadoomanee
Rampadaruth 2002 $-0- -0- -0- -0- 250,000 -0- -0-
CFO/VP
STOCK OPTIONS
With the exception of the options granted to the President and the CFO, o ur
Board of Directors has not granted any stock options or stock appreciation
rights during our prior fiscal year or the current year to any person
exercisable during 24 months after this offering.
COMPENSATION OF DIRECTORS
We have no plans for the compensation of directors whether for attendance at
meetings or for discharging any duty as a director. Consequently, no payment was
effected for fiscal year ended December 31, 2002.
BENEFIT PLANS
Currently we have no benefit plans. When the funding is completed, we intend to
offer a 401k plan for our employees and officers. Additionally, we intend to add
a group health plan for employees, which will pay the monthly premiums for the
employee only. Family members of the employee can be added to the plan but at
their own expense. We feel that it will be important to be able to offer these
minimal benefits in order to attract and retain talented employees.
FUTURE COMPENSATION
We do not have plans to increase the current levels of compensation to its
employees, officers, or directors either through the use of additional wages,
incentive programs, restricted stock awards, or otherwise.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
There have been no changes in or disagreements with our accountants since the
inception as required to be disclosed pursuant to Item 304 of Regulation SB.
LEGAL MATTERS
Richard P. Greene, P.A., located in Fort Lauderdale, Florida, has passed upon
the validity of the issuance of our shares of common stock being offered.
EXPERTS
The audited financial statements as of January 15, 2003, appearing in this
prospectus and registration statement have been audited by Holyfield & Thomas,
LLC, Certified Public Accountants and Advisors, and are included in reliance
upon such reports given upon the authority of Holyfield & Thomas, LLC, as
experts in accounting and auditing.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
You can find additional information about our company at WWW.ARGROUP.WS A
registration statement on Form SB-2, including amendments thereto, relating to
the shares offered hereby has been filed with the Securities and Exchange
Commission. This prospectus does not contain all of the information set forth in
the registration statement and the exhibits and schedules thereto. Statements
contained in the prospectus as to the contents of any contract or other document
referred to are not necessarily complete and in each instance reference is made
to the copy of such contract or other document filed as an exhibit to the
registration statement, each such statement being qualified in all respects by
such reference. For further information with respect to ARTI and the shares
offered hereby, reference is made to such registration statement, exhibits and
schedules. A copy of the registration statement may be inspected by anyone
without charge at the Commission's principal office location at 450 Fifth
Street, N.W., Washington, D.C. 20549. You may also obtain information on the
Public Reference Room by calling the SEC at 1-800-SEC-0330. You may also visit
the website of the SEC at the following address: www.sec.gov.
33
FINANCIAL STATEMENTS
The audited financial statements of ARTI are prepared by and are the
responsibility of management. Holyfield & Thomas, LLC, Certified Public
Accountants, has provided and is responsible for their audit report on these
financial statements and are located at 1601 Forum Place, Suite 801, West Palm
Beach, Florida 33401-8106. The financial statements required by Regulation S-X
commence on page F/S 1 hereof in response to this Item of this Registration
Statement and are incorporated herein by this reference.
AMALGAMATED RESOURCES TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
EXAMINATION OF FINANCIAL STATEMENTS
MARCH 31, 2003
TABLE OF CONTENTS
PAGE
INDEPENDENT AUDITOR'S REPORT F-1
FINANCIAL STATEMENTS:
Balance Sheet F-2
Statements of Operations F-3
Statements of Cash Flows F-4
NOTES TO FINANCIAL STATEMENTS F-5 - F-6
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders
Amalgamated Resources Technologies, Inc.
Palm Beach, Florida
We have audited the accompanying balance sheet of Amalgamated Resources
Technologies, Inc. (a Florida corporation and a development stage company) as of
March 31, 2003 and the related statements of operations and cash flows from the
date of inception (February 7, 2002) to March 31, 2003. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with 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
statement is free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statement. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Amalgamated Resources
Technologies, Inc. as of March 31, 2003 and its operations and cash flows from
the date of inception (February 7, 2002) to March 31, 2003 in conformity with
accounting principles generally accepted in the United States of America.
/s/ Holyfield & Thomas, LLC
West Palm Beach, Florida
April 30, 2003
F-1
AMALGAMATED RESOURCES TECHNOLOGIES, INC.
(A Development Stage Company)
BALANCE SHEET
AS OF MARCH 31, 2003
ASSETS
CURRENT ASSETS:
Cash $ 3,774
TOTAL ASSETS $ 3,774
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Note payable to stockholders 15,473
STOCKHOLDERS' EQUITY:
Common stock; $.0001 par value,
100,000,000 shares authorized,
28,600,000 shares issued and outstanding 2,860
Class A Common stock; $.0001 par value,
having 10 votes per share, 5,000,000
shares authorized, 5,000,000 issued and
outstanding 500
Deficit incurred during the development stage (15,059)
Total stockholders' equity (deficit) (11,699)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 3,774
See Independent Auditor's Report and Accompanying Notes to Financial Statements.
F-2
AMALGAMATED RESOURCES TECHNOLOGIES, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
FOR THE PERIOD FEBRUARY 7, 2002 (date of inception)
TO MARCH 31, 2003
Three Months Ended Inception to
March 31, 2003 March 31, 2003
Revenues $ $
Expenses
Audit fees 2,500 2,500
Filing fees 35 105
Legal fees 10,000
Office expenses 2,294 2,454
Total expenses 4,829 15,059
Deficit incurred $ (4,829) $ (15,059)
Deficit as of December 31, 2002 (10,230)
Accumulated deficit (15,059)
Loss per share $ (.000526)
See Independent Auditor's Report and Accompanying Notes to Financial Statements.
F-3
AMALGAMATED RESOURCES TECHNOLOGIES, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
FOR THE PERIOD FEBRUARY 7, 2002 (date of inception)
TO MARCH 31, 2003
Three Months Ended Inception to
March 31, 2003 March 31, 2003
Cash flows from operating activities $ (4,829) $ (15,059)
Cash flows from investing activities 0
Cash flows from financing activities
Issuance of common stock 500 3,360
Borrowing from stockholder 26,473
Repayment of loan (3,000) (11,000)
Net cash provided by(used in)
financing activities (2,500) 18,833
Decrease in cash (7,329) 3,774
Cash, beginning of period 11,103 0
Cash, end of period $ 3,774 $ 3,774
See Independent Auditor's Report and Accompanying Notes to Financial Statements.
F-4
AMALGAMATED RESOURCES TECHNOLOGIES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENT
AS OF MARCH 31, 2003
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
Amalgamated Resources Technologies, Inc. ("the Company") is a development stage
enterprise incorporated under the laws of the State of Florida in February 2002.
The Company's offices are in Palm Beach, Florida, its only location.
Amalgamated Resources Technologies, Inc. does not presently conduct business
operations.
Method of Accounting
The Company will report the results of its operations using the accrual method
of accounting for both financial statement and income tax purposes. Under this
method, income is recognized when earned and expenses are deducted when
incurred. The accounting policies of the Company are in accordance with
generally accepted accounting principles and conform to the standards applicable
to development stage companies.
Income Taxes
The Company has no taxable income to date; therefore, no provision for federal
or state taxes has been made.
2. COMMON STOCK AND CLASS A COMMON STOCK
The Company was incorporated with an authorized capital of 100,000,000 shares of
$0.0001 par value common stock in February 2002. The Company has issued
28,600,000 shares to founder shareholders. It has earmarked 1,400,000 shares to
be offered to the public after the completion of the required filings with the
Securities and Exchange Commission.
The Company is also authorized to issue 5,000,000 shares of Class A common stock
having a par value of $0.0001 with 10 votes per share. The Class A common stock
was issued at January 2003.
See Independent Auditor's Report.
F-5
AMALGAMATED RESOURCES TECHNOLOGIES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENT
AS OF MARCH 31, 2003
3. DEVELOPMENT STAGE OPERATIONS
The Company was formed in February 2002. The Company is in the process of
raising capital, and financing for its future operations. As of March 31, 2003,
the Company had 76 stockholders. There has been no new issue of common shares
from December 31, 2002 to March 31, 2003. In January, 2003, 5,000,000 Class A
Common Shares were issued.
4. NOTE PAYABLE TO STOCKHOLDER
The Company borrowed $26,473 from Alps Resources Bankers, Inc. (a stockholder).
The note bears interest at 10% and is due on demand.
5. OFFICE SPACE
Office space has not been located as of March 31, 2003. The Company is using the
office of a stockholder to conduct its operations during the period since
inception.
6. FISCAL YEAR
The Company has adopted a fiscal year ending on December 31.
See Independent Auditor's Report.
F-6
You should rely only on information
contained in this prospectus. We have
not authorized anyone to provide you
with information different from that
contained in this prospectus. We are
offering to sell, and seeking offers
to buy 1,400,000 shares of common stock 1,400,000 shares
only in jurisdictions where offers and sales
are permitted. The information contained
in this prospectus is accurate only as
of the date of this prospectus, regardless
of the time of delivery of this prospectus
or of any sale of our common stock.
Amalgamated Resources Technologies Inc.
No action is being taken in any
jurisdiction outside the United States
to permit a public offering of the
common stock or possession or distribution
of this prospectus in any such jurisdiction.
Persons who come into possession of this
prospectus in jurisdictions outside the
United States are required to inform
themselves about and to observe any
restrictions as to this offering and the
distribution of this prospectus applicable
to that jurisdiction. Until the effective
date all dealers that buy, sell or trade in ____________________________________
our common stock, whether or not participating
in this offering, may be required to deliver Prospectus
a prospectus. ____________________________________
Until ____________, all dealers effecting
transactions in registered securities, whether
or not participating in this distribution,
may be required to deliver a prospectus. This
is in addition to the obligation of dealers to
deliver a prospectus when acting as underwriters
and with respect to their unsold allotments or
subscriptions.
June __, 2003
34
INFORMATION NOT REQUIRED IN PROSPECTUS
INDEMNIFICATION OF DIRECTORS AND OFFICERS
ARTI's Certificate of Incorporation eliminates, subject to certain exceptions,
directors' personal liability to the Company or its stockholders for monetary
damages and for breaches of fiduciary duties. The articles of incorporation does
not, however, eliminate or limit the personal liability of a director for (i)
any breach of the director's duty of loyalty to ARTI or its stockholders, (ii)
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) unlawful payments of dividends or unlawful stock
repurchases or redemptions as provided FOR UNDER the Florida General Corporation
Law or (iv) from any transaction from which the director derived an improper
personal benefit.
ARTI's Bylaws provide that the Company shall indemnify its directors, officers,
and employees, to the full extent permitted under the General Corporation Law of
Florida. In addition, we have entered or will enter into indemnification
agreements with our directors, and officers that provide for indemnification in
addition to the indemnification provided in our By Laws. The indemnification
agreements contain provisions that may require us, among other things, to
indemnify our directors and executive officers against certain liabilities
(other than liabilities arising from intentional or knowing and culpable
violations of law) that may arise by reason of their status or service as
directors or executive officers of ARTI or other entities to which they provide
service at the request of the Company and to advance expenses they may incur as
a result of any proceeding against them as to which they could be indemnified.
We believe that these provisions and agreements are necessary to attract and
retain qualified directors and officers. We will obtain an insurance policy
covering directors and officers for claims that such directors and officers may
otherwise be required to pay.
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
It is estimated that the expenses incurred in connection with distribution of
the shares of common stock being offered will be as follows:
Expenses to be paid by ARTI:
- --------------------------------------------------- ---------------------
Item Amount
- --------------------------------------------------- ---------------------
Accounting 8,000.00*
- --------------------------------------------------- ---------------------
Attorney fees 30,000.00*
- --------------------------------------------------- ---------------------
Printing expenses - Final prospectus 5,000.00*
- --------------------------------------------------- ---------------------
Standard & Poors 4,000.00*
- --------------------------------------------------- ---------------------
Registration fees - SEC (1) 474.72
- --------------------------------------------------- ---------------------
Transfer agent 2,375.00*
- --------------------------------------------------- ---------------------
TOTAL offering expenses 50,000.00*
- --------------------------------------------------- ---------------------
* These figures represent estimations by management.
Note: ARTI is offering 1,400,000 common shares through this offering has
incurred $128.80 in registration fees; while, the selling shareholders are
offering 1,232,435 common shares, incurred $345.92 in registration fees,
that we have paid on their behalf.
RECENT SALES OF UNREGISTERED SECURITIES
The following sets forth information concerning unregistered sales of our common
stock. These were unsolicited transactions and did not involve any public
solicitation or advertisement in any way.
The company , at its inception, sold 28,600,000 shares of its common stock
to its initial shareholders including founders at a price of $.0001 per share
pursuant to Section 4(2) and/or Rule 504 of Regulation D of the Securities Act
of 1933, as amended, as being sold not in connection with a public distribution
of securities. The common shares were sold to the shareholders in a private
transaction. Based upon the fact that no general solicitation or advertising was
used, and the limited shareholder base along with access to Company information,
we believe we meet the exemption criteria. The 5,000,000 shares of Class A
common stock were issued to two of the Company's officers and directors for
control purposes only. The share issuance is exempt under the above referenced
exemptions based on only two principals having been issued the shares. Both had
access to material information and the issuance was not in connection with a
public distribution of securities. The Company has not sold any registered
shares.
Undertakings
This offering is being conducted on a continuous basis pursuant to Rule 415 of
the Securities Act of 1933. 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:
35
i. To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
ii. To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20%
change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the
effective registration statement.
To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering
EXHIBITS
Exhibit #
3.1 Articles of Incorporation and Amendments (1)
3.2 By-Laws (1)
4 Instruments defining the rights of holders (refer to exhibit 3)
9 Voting Trust agreement (not applicable)
10 Material contracts
10.1 IMB agreement
10.2 ICBC agreement
11 Statement: Computation of per share earnings (not applicable)
21 Subsidiary of the Registrant (not applicable)
23.1 Opinion Re: Legality and Consent of Experts & Counsel
23.2 Consent of Holyfield & Thomas, LLC, Certified Public Accountants
24 Power of Attorney (not applicable)
99 Additional Exhibits
99.1 Subscription Agreement (1)
99.2 Executed Escrow Agreement and Indemnification Agreement
________________________________________________________________________________
1. Incorporated by reference to our Registration Statement on Form SB-2
filed March 3, 2003, file number 333-103558
36
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 of filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of Palm
Beach, Florida on the 11th day of June, 2003.
AMALGAMATED RESOURCES TECHNOLOGIES, INC.
/s/ Amal Rampadaruth
---------------------------
Amal Rampadaruth, CEO and President/Chairman
(Principal Executive Officer)
In accordance with the requirements of the Securities Act of 1933, the following
persons in the capacities and on the dates stated signed this registration
statement:
/s/ Jadoomanee Rampadaruth
----------------------------
Jadoomanee Rampadaruth, CFO, COO, VP and Secretary
( Chief Financial Officer,
Principal Accounting Officer)
