wriwebs.com, inc.
A Florida Corporation
ONE MILLION SHARES
Price $1.00 a Share
COMMON STOCK - NO PAR VALUE
PROVIDING WEBSITE DESIGN, MAINTENANCE, UPGRADES, AND HOSTING TO BUSINESSES AND
INDIVIDUALS VIA THE INTERNET.
A Dividend of 6 cents per share will be paid on January 1, 2000 to new
shareholders of record June 1, 1999.
Securities offered by: wriwebs.com, inc. 245 N. Ocean Boulevard, Ft.
Lauderdale, Florida 33442
Underwriting
Price Discount and Proceeds
To Public Commission To Issuer (1)
Per Share or Unit $1.00 00.00 $ .98
Total $1,000,000.00 00.00 $980,000.00
(1) Expense to market securities
THIS DOCUMENT CONTAINS ALL OF THE REPRESENTATIONS BY THE COMPANY CONCERNING THIS
OFFERING, AND NO PERSON SHALL MAKE DIFFERENT OR BROADER STATEMENTS THAN THOSE
CONTAINED HEREIN. INVESTORS ARE CAUTIONED NOT TO RELY UPON ANY INFORMATION NOT
EXPRESSLY SET FORTH IN THIS DISCLOSURE DOCUMENT.
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SMALL CORPORATE OFFERING
REGISTRATION FORM (Form U-7)
As adopted by NASAA on April 29, 1989 FORM U-7
DISCLOSURE DOCUMENT
wriwebs.com, inc.
Type of securities offered: Common Stock
Maximum number of securities offered: One Million Shares
Minimum number of securities offered: One Hundred Thousand Shares
Price per security: $1.00
Total proceeds: If maximum sold: $1,000,000.00
If minimum sold: $100,000.00
Is a commissioned selling agent selling the securities in this offering? No
Is there other compensation to selling agent(s)? No
Is there a finder's fee or similar payment to any person? No
Is there an escrow of proceeds until minimum is obtained? No, minimum has been
obtained.
Is this offering limited to members of a special group, such as employees of
the Company or individuals? No
Is transfer of the securities restricted? No
INVESTMENT IN SMALL BUSINESSES INVOLVES A HIGH DEGREE OF RISK, AND INVESTORS
SHOULD NOT INVEST ANY FUNDS IN THIS OFFERING UNLESS THEY CAN AFFORD TO LOSE
THEIR INVESTMENT IN ITS ENTIRETY. SEE ARISK FACTORS@.
IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF
THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS
INVOLVED. NO FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY HAS
RECOMMENDED THESE SECURITIES. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT
CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
This Corporation is currently conducting business.
This offering has been registered for offer and sale in the following states:
State State File No Effective Date
District of Columbia None 2/20/99
These Securities are offered only where permitted by law.
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CONTENTS
THE OFFERING
AMOUNT
WARRANTS
OPTIONS
FILINGS
RESTRICTIONS
SALES BY CURRENT SHAREHOLDERS
STOCKHOLDER COMMUNICATION
DETERMINATION OF SELLING PRICE
PRIOR ISSUANCE OF SECURITIES
INVESTOR OWNERSHIP
MANAGEMENT RELATIONSHIPS
DEBT
CAPITALIZATION
DILUTION
DESCRIPTION OF SECURITIES
PLAN OF DISTRIBUTION
MATERIAL RELATIONSHIPS
FEDERAL TAX ASPECTS
RISK FACTORS
LEGAL PROCEEDINGS
COMPETITION
PROPERTIES
TRADEMARKS
RESEARCH AND DEVELOPMENT
GOVERNMENT REGULARION
MATERIAL EVENTS
PROFITABILITY
CONSEQUENCES OF NON-PROFITABILITY
FINANCIALS
USE OF PROCEEDS B FULL SUBSCRIPTION
USE OF PROCEEDS B PARTIAL SUBSCRIPTION
CURRENT FINANCIAL SITUATION
MANAGEMENTS DISCUSSION
FINANCIAL STATEMENTS
BALANCE SHEET
PROFIT & LOSS
FUTURE PLANS
DEVELOPING THE COMPANY
PLANNED INITIAL PUBLIC OFFERING
SUMMARY & INVESTMENT PROCESS
SUMMARY
INVESTMENT PROCESS
SIGNATURES
THE COMPANY
wriwebs.com, inc. (the Company) is a Florida Corporation organized on July 23,
1998. The Federal Identification number is 65-0854354. The company began
operations as a partnership on January 6, 1998.
COMPANY OFFICES
wriwebs.com, inc. is located at 245 N. Ocean Boulevard, Deerfield Beach,
Florida.
Other officers and division heads will be located in their city of residence.
The state of current technology no longer requires that all officers and
employees are located in the same venue. Communications will be maintained
through the company=s e-mail.
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THE MARKETPLACE
The explosion of individual and business use of the Internet in the late 1990's
has created a new cultural and commercial revolution unseen and unheard of since
the commercial production of the telephone.
This virtual revolution in the information and communication world has effected
virtually everybody. The Internet has become and will continue to grow into an
absolute integral part of the world in which we live. It will allow each and
every one of us to reach out to the international world of people with our
ideas, our wants, and most importantly for business-our products and services.
Research indicates that the market is expanding by about 6000 new internet homes
each day. Internet sales activity is the fastest growing segment of American
business.
Businesses need a sophisticated website to survive and prosper in this fiercely
competitive environment.
MARKETING OUR PRODUCTS AND SERVICES
EXISTING BUSINESSES: The company plans to market directly to 100 million
businesses worldwide, only a small segment of which even now have a website. As
Internet use continues to expand, those businesses with only basic websites will
need to upgrade their sites with more challenging displays and graphics. The
company can design websites from a single page to the most technologically
advanced audio-visual productions possible. Its cadre of highly trained
webmasters and student interns is poised to capture the website design market
with ever more fascinating displays and visuals. As the technology advances, the
company which is on the cutting edge of this new artform will do ever-increasing
commerce. There is no limit. Virtually every man and woman in the modern culture
could have an Internet presence, from a $100 one page template to a corporate
site of 50 pages costing hundreds of thousands. The company is poised to sell
these services by advertising in business publications, specialized radio and
television programs, Email, and through banner advertising on appropriate web
sites and search engines.
The company also has exclusive reseller contracts with select long distance
telephone sellers to provide all of the company=s products and services for sale
through packages with other needed telecommunication services.
The company is also negotiating with website companies in other countries to
establish an international network of website development and hosting companies
capable of providing multilingual websites utilizing the particular design
standards and distinguishing cultural characteristics of various countries.
NEW BUSINESSES: Approximately 5000 new websites are created each day. This
market continues to expand at an unprecedented rate, surpassing even the most
bullish expectations of the internet frontiersmen. Although website companies
number in the hundreds, the company that develops a niche in the maintenance and
upgrade industry will prosper. This is the wriwebs.com niche. Its specialty is
upgrades, including telephone call-back technology which makes a virtual 24 hour
e-commerce store a reality.
STRATEGIC ALLIANCES
PROFITABILITY AND E-Commerce
Why is E-commerce so profitable? Once the web site is created and all
information has been placed on the site the costs per transaction are very
small. When a customer purchases one of the company=s products or a product from
one of our preferred vendors the entire transaction takes place without direct
intervention over the web.
Technology, computers and the Internet are the heart of E-commerce. Good web
sites replace traditional outlets virtually eliminating the cost of rent. Good
technology allows for sales to occur 24-hours a day 365 days a year with fewer
employees resulting in lower labor costs and fewer errors.
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OUR BUSINESS MISSION
SERVING THE 100 MILLION WEBSITES AROUND THE GLOBE:
wriwebs.com is emerging as one of the fastest growing national companies
operating on the World Wide Web to provide the development, maintenance,
upgrades and hosting required to service this burgeoning market.
5000 NEW WEBSITES EACH AND EVERY DAY:
The company is also preparing programs and products for sale to the estimated
5000 new websites created and hosted each day.
THE PRODUCTS AND SERVICES OF WRIWEBS.COM
WEB SITE ADVERTISING REVENUE
DATABASE MARKETING AND RENTAL
OFFICERS AND KEY PERSONNEL
Executives, Officers, Key Employees & Professionals
NAME Age Position
Michael Caputa 30 CEO
Jonathan Grant 30 President
Jeffrey Levy 48 Legal Counsel
Jeffrey Levy is the independent legal counsel to HBOA.Com, Inc. Mr. Levy has a
Juris Doctorate and a Master of Laws Degree from the University of Miami. He
began his legal career in Massachusetts as a criminal defense lawyer. He has a
broad range of experience in civil, real estate and corporate law. Mr. Levy now
specializes in corporate litigation and securities law. He is licensed to
practice in Florida, Massachusetts and New York.
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STAFF
The company has fifteen full time employees and several part time employees plus
independent contractors.
wriwebs.com GOALS FOR STAFFING
KEY PERSONNEL RETENTION
The services of Michael Caputa, Jonathan Grant and Jeffrey Levy are essential to
the success of wriwebs.com, inc. in the year 1999.
A combination of Salaries and stock options will be used to wed these employees
to the company.
All are certain to remain with the company to insure that the value of their
shares appreciates.
Key-Man Life Insurance will be secured for essential management employees.
Note: After reviewing the above, potential investors should consider whether or
not the compensation to management and other key personnel directly or
indirectly, is reasonable in view of the present stage of the Company's
development.
DIRECTORS OF THE COMPANY
The by-laws of the Corporation currently call for three directors to be elected
on annually. The current Directors are:
Michael Caputa
Jonathan Grant
Jeffrey B. Levy
The current board will appoint two additional directors and additional three
directors will be elected in May of 1999 to represent the new shareholders.
Mr. Caputa has extensive experience working for, managing and owning other
companies in similar lines of business.
Mr. Grant has extensive experience working for, managing and owning other
companies in similar lines of business.
Note: After reviewing the information concerning the background of the Company's
Officers, Directors and other key personnel, potential investors should consider
whether or not these persons have adequate background and experience to develop
and operate this Company and to make it successful. In this regard, the
experience and ability of management are often considered the most significant
factors in the success of a business.
PRINCIPAL STOCKHOLDERS
Principal owners of the Company (those who beneficially own directly or
indirectly 10% or more of the common and preferred stock presently outstanding)
starting with the largest common stockholder.
Average No. of Shares
Price No. of Held After
Per Shares % of Offering if % of
Class of Shares Share Now Held Total All Securities Sold Total
Michael Caputa
Boca Raton, FL
Common Stock .01 7,425,000 70% 7,000,000 70%
Chairman of the Board, HBOA.COM, Inc.
Jonathan Grant
Ft. Lauderdale, FL
Common Stock .01 2,000,000 20% 2,000,000 20%
President, wriwebs.com, inc.
Number of shares beneficially owned by Officers and Directors as a group:
Before offering: 9,000,000 shares (100% of total outstanding)
After offering: a) Assuming minimum securities sold: 9,100,000 shares
(99% of total outstanding)
b) Assuming maximum securities sold: 10,000,000 shares
(90% of total outstanding)
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THE OFFERING
AMOUNT
The company is offering for sale a maximum of one million shares at a price of
one dollar per share. A portion of this amount has all ready been subscribed.
The minimum subscription is 100,000 shares.
The offering will terminate on the earlier of the subscription for 1,000,000
shares offered herein or on November 15, 1999, unless extended in the sole
discretion of the Company.
WARRANTS
Each subscriber to this offering will be issued a warrant equal to one share for
each share purchased. The warrant will entitle the shareholder to purchase one
additional share for each share purchased at this time.
The warrant purchase price will be $1.50 per share. Warrants may be exercised
during the period, which begins 12 months after the date the original shares
were issued, and ends 24 months after the date the original shares were issued.
OPTIONS
Six Hundred Thousand Shares of the company=s common stock have been set aside
for options to be granted certain key employees. None of these options are
available to the principal shareholders Michael Caputa and Jonathan Grant.
FILINGS
The company will file with the United States Securities and Exchange Commission
for Registration of Securities of Small Business Issuers. Wriwebs.com can then
be traded on the North American Securities Administration Association Bulletin
Board for Micro Capitalization Companies.
RESTRICTIONS
This offering is made subject to SEC rule 504D and is subject to those
regulations. The offer is made only in those States where 504D offerings are
valid or where the offering has been registered.
CURRENT SHAREHOLDERS
The current shareholders are not offering any of their personally held shares
for sale at this time, and will not receive any monetary benefit from the sale
of these shares.
STOCKHOLDER COMMUNICATION
wriwebs.com, inc. has established a corporate web site at
www.wriwebs.com.
The company will establish a secure password controlled stockholder department
within this web site that will continually provide updated financial statements,
news and developments about the company.
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DETERMINATION OF SELLING PRICE
The offering price of the shares offered was determined subjectively by the
Company. There is no relationship between the offering price and the Company=s
current assets, earnings or book value.
OFFERING PRICE FACTORS
The securities offered are common stock and the following factors may be
relevant to the price at which the securities are being offered.
The net, after-tax (loss for the last fiscal year was $51,212.91 or $.052
per share.
The net tangible book value of the Company, for this purpose, net tangible
book value means total assets (exclusive of copyrights, patents, goodwill,
research and development costs and similar intangible items) minus total
liabilities.
Book Value as of Dec. 31, 1998 $48,787.09 ($.049 cents per share)
The price per share is substantially higher than the book value of the
company reflecting the company=s unique approach to the market in which it
intends to sell its products and services.
PRIOR ISSUANCE OF SECURITIES
The Company issued Founders Stock to:
Michael Caputa 7,000,000 shares
These shares were issued in exchange for the services of this individual during
the development of the Company.
INVESTOR OWNERSHIP
The investors from this offering, assuming exercise of warrants will own the
following percentage of the company=s outstanding shares.
If the maximum is sold: 10%
If the minimum is sold: 1%
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MANAGEMENT RELATIONSHIPS, TRANSACTIONS AND REMUNERATION
Blood or marriage relates none of the Officers, Directors, key personnel or
principal stockholders
DEBT
Debt as of 12/31/98
Short-term debt (interest rate 6%) $11,635.37
CAPITALIZATION
The following table sets forth the Company=s capitalization in 1998, and as
adjusted to reflect the sale of shares and the application of the net proceeds
of this offering.
As Adjusted if
Prior to sale Maximum Number of
In 1998 Shares are sold.
Common stock, no par value, 9,900,000.00 9,900,000.00
20,000,000 shares authorized,
10,000,000 shares issued and
outstanding as of December 31,
1998, and to be issued and
outstanding after this offering,
if all shares being offered are sold.
Additional Paid-in Capital $100,000.00 $980,000.00
Retained earnings (deficit) 0 0
Total Shareholders Equity $ 100,000.00 $980,000.00
Total Capitalization $ 100,000.00 $980,000.00
DILUTION
The Net tangible book value of the common stock as of December 31,1998 was
approximately $48,787.09. After this offering and deduction of estimated
expenses of the offering and before considering the use of proceeds, the
pro-forma net tangible book value of the common stock would be $1,028,787.09 if
the maximum number of shares are sold or .052 cents per share. The increase in
the net tangible book value is due solely to the sale of the shares offered.
The following table illustrates the dilution if 1,000,000 shares are sold.
Offering price per share $ 1.00 Net tangible book value per share before
offering $ .0049 Increase in net tangible book value per share $ .0471 Net
tangible book value per share after offering $ .052
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DESCRIPTION OF SECURITIES
The Company is authorized to issue 20,000,000 shares of no par common stock. All
shares of the Company are of one class, common stock, of which 10,000,000 shares
are presently issued and outstanding. The shares of the Company are freely
tradable and there are no restrictions on their sale.
COMMON STOCK
Each share of common stock is entitled to share pro-rata in dividends and
distributions, if any, with respect to the common stock when and if declared by
the board of directors, from funds legally available therefor. No holder of any
share of common stock has any preemptive right to subscribe for any securities
of the Company, except for Warrants held. Upon liquidation, dissolution or
winding up of the Company after payment of creditors, the assets will be divided
pro-rata on a share for share basis among the holders of the shares of common
stock.
NONCUMULATIVE VOTING
The holders of the outstanding shares of common stock are not entitled to
cumulative voting. Shareholders are entitled to one vote per share, on all
matters that are entitled to one vote per share and on all matters that are
required by law to be submitted to shareholders, including the election of
directors. Accordingly, shareholders representing more than 50 percent of the
outstanding voting shares will have the ability to elect all of the directors.
DIVIDENDS
The Company has not paid any dividends as of the present date. The board of
directors has authorized a dividend of 6% to new shareholders of record as of
May 1st, 1999, which dividend shall be paid January 1st, 2000. The payment of
future dividends is contingent upon future earnings, the Company's financial
condition and capital requirements and general business conditions among other
factors. Unpaid dividends are cumulative.
PLAN OF DISTRIBUTION
The selling agents are employees or consultants of the company:
MATERIAL RELATIONSHIPS BETWEEN SELLING AGENTS AND COMPANY.
Michael Caputa, Jonathan Grant, and Jeffrey B. Levy are officers of the
Company. These individuals will be responsible for the sale of the shares in
wriwebs.com, inc. and receive no compensation for this effort other than
normal salary and benefits.
Note: After reviewing the amount of compensation to the selling agents or
finders for selling the securities, and the nature of any relationship between
the selling agents or finders and the Company, a potential investor should
assess the extent to which it may be inappropriate to rely upon any
recommendation by the selling agents or finders to buy the securities.
FEDERAL TAX ASPECTS
The Company is a C corporation. The tax benefits or risks associated with the
purchase of these securities are unknown.
No Tax advisor has issued any opinion regarding the tax consequences of an
investment in the securities.
Note: Potential investors are encouraged to have their own personal tax
consultant contact the tax advisor to review details of the tax benefits and the
extent that the benefits would be available and advantageous to the particular
investor.
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RISK FACTORS
THIS INVESTMENT INVOLVES SIGNIFICANT RISKS, MAY BE CONSIDERED AS SPECULATIVE AND
IS NOT SUITABLE FOR ALL POTENTIAL INVESTORS. ONLY THOSE INVESTORS WHO CAN BEAR
THE SIGNIFICANT ECONOMIC RISKS, INCLUDING THE POSSIBLE LOSS OF THEIR INVESTMENT,
WITHOUT IMPAIRING THEIR ABILITY TO PROVIDE FOR THEMSELVES AND THEIR FAMILY
SHOULD PURCHASE THE SAME MANNER AS PRIOR TO PURCHASING THE SECURITIES THESE
SECURITIES THE SAME MANNER AS PRIOR TO PURCHASING THE SECURITIES. ACCORDINGLY, A
PROSPECTIVE INVESTOR SHOULD CAREFULLY CONSIDER THE FOLLOWING INFORMATION.
Low Operating Revenue. The Company has yet to generate significant revenue.
Despite management's business plans and anticipated increase in capital, there
can be no assurances that the company will generate significant revenue or have
profits.
Dependence on Key Personnel. The services of the current management are
essential if the company is to survive through 1999. The health of all of the
current management is good and there are no unusual risks that would impede the
current management in the foreseeable future.
Competition. Other companies may be engaging or may engage in similar activities
in competition with the Company. A search during the application to become the
Chamber of Commerce for Home Based Business Owners did not indicate any similar
businesses operating in the same manner as the Company.
Control by Present Shareholders. Assuming the sale of the maximum number of
shares offered, these shares and their accompanying warrants would represent
approximately 20% of the Company=s outstanding common stock. If less than the
maximum number of shares being offered are sold the percentage of ownership of
the persons who purchase in this offering will be less than 10%. Therefore,
after the completion of the maximum offering, the present shareholders will own
approximately 80 percent of the Company's outstanding common stock and will own
an even higher percentage if the maximum number of shares being offered hereby
are not sold. Inasmuch as there are no cumulative voting rights under the
Company's Articles of Incorporation, the present shareholders will be able to
elect all directors of the company, while the purchasers of the shares offered
hereby will not be able to elect any directors.
Uncertainty of Dividends. The company has not paid any dividends. The Directors
have voted to pay a dividend of 6 cents per share for all new shareholders of
record on May 1st, 1999, such dividend to be paid on January 1st, 2000. Holders
of Founders Shares, Gerald Hatfield and Gary Verdier will not receive a dividend
distribution on those shares. The Future dividends are dependent on the net
after tax profits of the Company.
No Independent Studies. The determination of the Company's capital requirements
and the intended use of proceeds from this offering were based solely upon
information developed by the Company. No independent studies with regard to
feasibility, management, or marketing have been conducted by any third parties
in determining the Company's capital requirements.
Transferability. The common stock has been registered under article 504D of
the SEC code and is fully transferable. However, there is currently no ready
market for the shares.
Compliance with Federal and State Securities Laws. The company is relying on its
filing with the SEC under section 504D and its filings with the States in which
it plans to sell its securities. In the event successful litigation is
undertaken involving a shareholder, purchasers of the shares could have the
right to rescind their purchases, which could adversely affect the operation of
the Company.
Dependence on this and future offerings. The Company needs the proceeds of this
offering to expand its business operations. In order to fulfill all of its
business objectives, additional financing may be needed after the successful
completion of this offering. If additional offerings including the planned IPO
are not successful the Company=s rate of growth may be diminished.
Page 234
Non-Arm's Length Transactions. The Company as of the date of this offering has
two shareholders that have been issued a total of 9,900,000 shares of common
stock. The number and valuation of the shares issued to the two shareholders was
arbitrarily determined.
There is currently no public market for the Companies securities and no
assurance can be given that any public market will develop in the future or that
purchasers will be able to resell their securities at the offering price, if at
all.
However, Internet companies have been doing extremely well in the financial
markets because the future is in E-commerce.
LEGAL PROCEEDINGS
Neither the Company nor its subsidiaries is a party to any legal proceeding at
the present time.
COMPETITION
PROPERTIES
TRADEMARKS
The company is not dependent on any trademarks or copyrights for the success
of its operations. The company has filed for trademarks for
RESEARCH AND DEVELOPMENT
GOVERNMENT REGULATION
The Company is not involved in any business activity in which there is
significant governmental regulation or oversight.
MATERIAL EVENTS
PROFITABILITY
CONSEQUENCES
If the company is unable to complete one or more of the above projects by late
summer of 1999 then it may suffer cash flow and liquidity problems caused by
operational and development costs associated with these projects.
USE OF PROCEEDS
FULL SUBSCRIPTION
The net proceeds to the company from this offering, assuming the sale of all of
the shares offered hereby and after deducting marketing expenses will be
approximately $980,000.00.
It is the company=s present intention to use the net proceeds of the offering
for the following purposes.
PURPOSE AMOUNT
Programming and Web Development $ 60,000.00
Establishment & equipping Washington, DC Office $ 50,000.00
Legal and Accounting Expenses $ 50,000.00
Employee Hiring & Training $140,000.00
Webmaster and project managers
Computers, Peripherals, & Software $ 40,000.00
Start Up Costs B $ 25,000.00
Start Up Costs B How To Start A Home Based Business Kit $ 18,000.00
(Printing, Design and Content)
Start Up Costs B Home Based Travel Agent Program $ 15,000.00
Start Up Costs B Seminar Program $ 30,000.00
Start Up Costs B Chapter President Program $ 15,000.00
Marketing $325,000.00
BizTools, Membership, How To Kit,
Seminars & Travel Agent Programs
Reserve for costs of IPO $100,000.00
Contingencies and new opportunities $197,000.00
TOTAL $980,000.00
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USE OF PROCEEDS
PARTIAL SUBSCRIPTION
The net proceeds to the company from this offering, assuming the sale of all of
25% of the shares offered hereby and after deducting marketing expenses of
$20,000.00 will be approximately $230,000.00.
It is the company=s present intention to use the net proceeds of the offering
for the following purposes.
PURPOSE AMOUNT
Programming and Web Development $ 25,000.00
Establishment & equipping Washington, DC Office $ 20,000.00
Legal and Accounting Expenses $ 10,000.00
Computers, Peripherals, & Software $ 20,000.00
Start Up Costs $ 25,000.00
Start Up Costs $ 18,000.00
Start Up Costs $ 15,000.00
Start Up Costs B Seminar Program $ 30,000.00
Start Up Costs $ 15,000.00
Marketing $ 72,000.00
BizTools, Membership, How To Kit,
Seminars & Travel Agent Programs
TOTAL $250,000.00
Note: After reviewing the portion of the offering allocated to the payment of
offering expenses, and to the immediate payment to management and promoters of
any fees, reimbursements, past salaries or similar payments, a potential
investor should consider whether the remaining portion of his investment, which
would be that part available for future development of the Company's business
and operations, would be adequate.
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CURRENT FINANCIAL SITUATION
The company's trade payables have been paid within the stated trade term.
The company has no long-term debt.
The Company is not profitable but expects to achieve profitability in the fourth
quarter of 1999.
Assuming the company sells at least 25% of the shares offered it should have
sufficient cash to operate until profitability is attained, but it will not be
able to achieve its desired rate of growth.
Assuming the Company sells at least 50% of the shares offered it should have
sufficient cash to operate until profitability is attained and it will be able
to proceed with several of its new profit centers.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF CERTAIN RELEVANT FACTORS
The Company's financial statements indicate that the Company operated at a loss
during 1998 its first fiscal year.
The Company did not begin sales operations until near the end of the year and
then only on a limited test basis.
Indications from current customers, interested customers and potential marketing
alliance partners indicate that the prospects are good that the Company will be
able to meet its goals.
The nine months of the Company=s operation in 1998 was primarily spent in
research, planning and development of the Company=s web sites and marketing
materials.
FINANCIAL STATEMENTS
The financial information provided has been reviewed but not audited.
The Company does hereby agree to provide to investors in this offering for five
years (or such longer period as required by law) hereafter annual financial
reports containing a balance sheet as of the end of the Company's fiscal year
and a statement of income for said fiscal year. All financial documents will be
prepared in accordance with generally accepted accounting principles and
accompanied by an independent accountant's report. If the Company has more than
100 security holders at the end of the fiscal year, the financial statements
shall be audited.
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wriwebs.com BALANCE SHEET
AS OF DECEMBER 31, 1998
HBOA.COM, Inc. PROFIT & LOSS STATEMENT
AS OF DECEMBER 31,1998
Page 238
FUTURE PLANS
DEVELOPING THE COMPANY
PLANNED INITIAL PUBLIC OFFERING
It is the intention of the company to take advantage of the current interest in
the stocks of internet based companies by selling approximately five hundred
thousand shares of wriwebs.com stock in a Public Offering.
The offering price will be subject to market conditions at the time of the
offering. Based on recent new offerings by other Internet companies we feel the
offering price will be between $10.00 and $15.00 per share.
The company intends to take this action as quickly as it is practical to do so.
Subscribing shareholders to the original offering of 1,000,000 shares will be
granted "piggy-back" registration rights in any public offering of the Company's
common stock. The company will pay all registration expenses.
The growth in the value of stocks such as E-Bay, Amazon.com, Yahoo and other
Internet based companies has been nothing less than phenomenal.
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SUMMARY/INVESTMENT PROCESS
SUMMARY
As stated numerous times in this document, investing in a start up company is
risky and you should give the information in this document serious consideration
before making your investment.
The other side of that coin is that every major corporation, including those
that are the largest and most profitable were at one point in time B start up
companies.
Here are a few examples
Fotomat Corporation issued its original stock at .18 cents per share. Within
five years it was selling for $36.00 a share.
A $3000.00 investment at the time Price Club was formed is now worth over FIVE
MILLION DOLLARS.
Amazon.Com stock increased 1000 times in value in just one year (1998).
E-Bay the Internet Auction Company was formed just a few years ago and the stock
was first offered at under $10.00 per share. After a recent split those shares
are now worth $513.00.
Are you willing to take the very considerable risk to invest in a Astart up@
company called wriwebs.com, inc.?
THE INVESTMENT PROCESS
Complete the subscription agreement and return it to the company with your
check. Your stock certificates will be mailed to you.
You may rescind your purchase within seven days of the date you received the
stock certificates. Simply notify the company and your shares will be voided and
your funds returned.
Send your subscription agreement and check to:
wriwebs.com, inc.
245 N. Ocean Boulevard
Deerfield Beach, Florida 33432
Telephone 800 360-0636 Facsimile 800 360-0377
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SIGNATURES
A majority of the Directors and the Chief Executive and Financial Officers
of the Company have signed this Disclosure Document on behalf of the Company and
by so doing thereby certify that each has made diligent efforts to verify the
material accuracy and completeness of the information herein contained. By
signing this Disclosure Document, the Chief Executive and Chief Financial
Officers agree to make themselves as well as the Company's books and records, or
other document referred to in the Disclosure Document available to each
investor. The Chief Executive and Chief Financial Officers further agree to
respond to questions and otherwise confirm the information contained herein
prior to the making of any investment by such investor.
The Chief Financial Officer signing this form is hereby certifying that the
financial statements submitted fairly state the Company's financial position and
results of operations, or receipts and disbursements, as of the dates and
period(s) indicated. Further that all records are kept in accordance with
generally accepted accounting principles consistently applied (except as stated
in the notes thereto) and (with respect to year-end figures) including all
adjustments necessary for fair presentation under the circumstances.
Chief Executive Officer:
Title:
Chief Financial Officer:
Title:
NOTICE TO INVESTORS:
Prospective investors and their advisors should carefully read this disclosure
document prior to making an investment.
wriwebs.com, inc.
245 N. Ocean Boulevard
Deerfield Beach, FL 33432
Telephone: 800 360-0636
Facsimile: 800 360-0377
www.wriwebsites.com
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