U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO.5 TO
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Worldwineweb.ws, Inc.
(Name of small business issuer in its charter)
California 5182 33-0906461
(State or jurisdiction (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Number) Identification Number)
3665 Ruffin Road, Suite 115
San Diego, Ca 92123
Phone:(858) 571-8431
Fax: (858) 546-2836
(Address and telephone number of principal executive offices and place
of business)
Kennan E. Kaeder
Attorney at Law
110 West C Street, Suite 1904
San Diego, Ca 92101
Phone: (619)232-6545
Fax: (619) 236-8182
Email: kennan@kklawoffice.com
(Name, address and telephone number of agent for service)
Approximate date of commencement of proposed sale to the public: as soon as
practicable after this registration becomes effective.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [x]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, 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 Amount to be Proposed maximum Proposed maximum Amount of
of securities to be registered offering price per aggregate offering registration fee
registered share price
Common 5,000,000 $0.10 $500,000 $132.00 *
- ---------------------------------------------------------------------------------------------------------
* Previously paid.
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
2
SUBJECT TO COMPLETION DATED _____________ PROSPECTUS
[LOGO WORLDWINEWEB.WS, INC.]
WORLDWINEWEB.WS, INC.
5,000,000 Shares
Common Stock
Offering Price $0.10 per share
This is our initial public offering so there is currently no public
market for our shares.
An investment in our company is risky, especially given the young age of
our company. Only people who can afford to lose the money they invest in our
company should invest in our shares. A full discussion of the risks of owning
our shares begins at page 7 of this prospectus.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of our shares or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
- ------------------------------------------------------------------------------------------------------------
Price to Public Commissions & Discounts Proceeds to Company
Payable in Cash Prior to Legal and Prior to Legal and
On Subscription Accounting Fees Accounting Fees
Per Share $0.10 $.00 $.010
Total $500,000 $.00 $500,000
- ------------------------------------------------------------------------------------------------------------
We will offer the shares ourselves and do not plan to use
underwriters or pay any commissions. We will be selling our shares in a
direct participation offering and no one has agreed to buy any of our shares.
There is no minimum amount of shares we must sell so no money raised from the
sale of our stock will go into escrow, trust or another similar arrangement.
The offering will remain open until October 1, 2001, unless we decide to
cease selling efforts prior to this date or decide to extend the offering
period an additional 90 days. A minimum purchase is 50,000 shares at $.10 per
share or $5,000.00.
The information in this prospectus is not complete and may be changed.
We may not sell our shares until the registration statement filed with the
Securities and Exchange
3
Commission is effective. This prospectus is not an offer to sell our shares and
it is not soliciting an offer to buy our shares in any state where the offer or
sale is not permitted.
WORLDWINEWEB.WS, INC.
The date of this prospectus is______________, 2001
4
-----------------
TABLE OF CONTENTS
-----------------
Page
Prospectus Summary......................................................................................7
Risk Factors............................................................................................8
Our Company Is Only Recently Organized With No Operating History
Which Makes An Evaluation Of Us Difficult......................................................8
Because Of Our Lack Of Funds And Past Losses, Our Independent Certified
Public Accountants' Audit Report Indicates There Is Substantial Doubt About
Our Ability To Continue As A Going Concern.....................................................8
The Success Of Our Company Is Dependent On Our Management Who Has
Limited Experience And Will Not Spend Full Time Working For Our
Company Which Makes Our Future Even More Uncertain.............................................8
Our Business Is Capital Intensive And We Have No Significant Operating
Capital So We Are Dependent Upon This Offering To Be Able To Implement
Our Business Plan And Our Lack Of Revenues And Profits May Make Our
Obtaining Additional Capital More Difficult....................................................8
Use Of Proceeds.........................................................................................9
Determination Of Offering Price.........................................................................10
Dilution................................................................................................10
Plan Of Distribution....................................................................................12
Special Note Regarding Forward Looking Statements.......................................................14
Legal Proceedings.......................................................................................14
Directors, Executive Officers, Promoters And Control Persons............................................14
Security Ownership Of Certain Beneficial Owners And Management..........................................16
Description Of Securities...............................................................................16
Shares Eligible For Future Sale.........................................................................18
Certain Transactions....................................................................................21
5
Business................................................................................................22
Management Discussion And Analysis Or Plan Of Operation.................................................33
Legal Matters...........................................................................................34
Experts.................................................................................................35
Available Information...................................................................................35
Financial Statements....................................................................................F1
Until ___________________________, 2001, all dealers that effect
transactions in our shares, whether or not participating in this offering, may
be required to deliver a prospectus. This is in addition to the dealer's
obligation to deliver a prospectus when acting as underwriters and with respect
to their unsold allotments or subscriptions.
6
PROSPECTUS SUMMARY
WORLDWINEWEB.WS, INC. was incorporated under the laws of the State of
California on April 13, 2000. We have not commenced active business operations
and are considered a development stage enterprise.
We intend to become the premier portal site for the global Wine
industry, where all players of the industry can find a lead or resources for
their needs including building a network of successful Internet-based retail
operating companies, joint ventures, strategic alliances, and partnerships.
We hope to become the true Internet commerce destination by offering
the greatest diversity and selection in wines from around the world.
Our principal office is currently located at 3665 Ruffin Road, Suite
115, San Diego, California 92123. Our telephone number at that location is
(858) 571-8431 and our facsimile number is (858) 546-2836. We are currently
constructing a web site on the world wide web at worldwineweb.ws (textual
reference only).
The Offering
Securities Offered..................... 5,000,000 shares of common stock.
Offering Price......................... The shares are offered at $0.10
per share for total gross
offering proceeds of $500,000.
The minimum purchase is 50,000
shares or $5,000.00. However, as
many as 1,500,000 shares, also
valued at $.10 per share, may be
issued for services at the fair
market value of the services
rendered.
Terms Of The Offering.................. There is no minimum offering.
Accordingly, as shares are
sold, we will use the money
raised for our activities. The
offering will remain open until
November 1, or an
additional 60 days at the sole
discretion of our management,
unless the total proceeds are
earlier received or we
determine, in our sole
discretion to cease selling
efforts.
7
RISK FACTORS
Our Company Is Only Recently Organized With No Operating History Which
Makes An Evaluation Of Us Difficult. Our company was recently organized on April
13, 2000 and is a start-up company. We have no operating history and we do not
have any business prior to our organization. There is nothing at this time on
which to base an assumption that our business plans will prove successful, and
there is no assurance that we will be able to operate profitably. You should not
invest in this offering unless you can afford to lose your entire investment.
There is no public trading market for our common stock. Because
there is no public trading market for our common stock, you may not be able
to resell your shares. There is no central place, like a stock exchange or
electronic trading system, to resell your shares. If you do want to resell
your shares, you will have to locate a buyer and negotiate your own sale.
Therefore, you may not be able to resell your shares.
Because Of Our Lack Of Funds And Past Losses, Our Independent
Accountants' Audit Report Indicates There Is Substantial Doubt About Our Ability
To Continue As A Going Concern. Our independent certified public accountants
have pointed out that we have incurred losses since our inception and have not
yet been successful in establishing profitable operations, raising substantial
doubt about our ability to continue as a going concern. Therefore, our ability
to continue as a going concern is highly dependent upon obtaining additional
financing for our planned operations. If we are unable to raise additional
capital then you may lose your entire investment.
The Success Of Our Company Is Dependent On Our Management Who Has
Limited Experience And Will Not Spend Full Time Working For Our Company Which
Makes Our Future Even More Uncertain. As compared to many other public
companies, our company does not presently have a depth of managerial and
technical personnel. Our management has only limited experience with the
business proposed to be engaged in by us. Furthermore, Marc St. Cyr, our sole
officer and director, will not be employed full time, at least initially, as he
is involved with other businesses and have other interests which could give rise
to conflicts of interest with respect to the business of and the amount of time
devoted to our company.
Our Business Is Capital Intensive And We Have No Significant Operating
Capital So We Are Dependent Upon This Offering To Be Able To Implement Our
Business Plan And Our Lack Of Revenues And Profits May Make Our Obtaining
Additional Capital More Difficult. We presently have no significant operating
capital and we are totally dependent upon receipt of the proceeds of this
offering to provide the capital necessary to commence our proposed business.
Upon completion of the offering, the amount of capital available to us will
still be extremely limited, especially if less than the total amount of the
offering is raised since this is not an underwritten offering. We have no
commitments for additional cash funding beyond the proceeds expected to be
received from this offering. In the event that the proceeds from this offering
are not sufficient given the capital-intensive nature of our business, we may
need to seek additional financing from commercial lenders or other sources, for
which we presently have no commitments or arrangements.
8
USE OF PROCEEDS
The net proceeds to us from the sale of the 5,000,000 shares offered
hereby at a public offering price of $0.10 per share will vary depending upon
the total number of shares sold. Regardless of the number of shares sold, we
expect to incur offering expenses estimated at $25,000 for legal, accounting,
printing and other costs in connection with the offering.
The table below shows how proceeds from this offering would be used for
scenarios where our company sells various amounts of the shares and the priority
of the use of net proceeds in the event actual proceeds are not sufficient to
accomplish the uses set forth. Pending use, we will invest the net proceeds in
investment-grade, short-term, interest bearing securities.
Percent of total shares offered 25% 50% 75% 100%
($) ($) ($) ($)
----------- ----------- ----------- -----------
Shares sold 1,250,000 2,500,000 3,750,000 5,000,000
Gross proceeds from offering $ 125,000 $ 250,000 $ 375,000 $ 500,000
Less: Offering Expenses $ 25,000 $ 25,000 $ 25,000 $ 25,000
Use of Net Proceeds
Accounting & legal fees $ 25,000 $ 25,000 $ 25,000 $ 25,000
Web site development $ 10,000 $ 50,000 $ 75,000 $ 100,000
Computer & office equipment $ 10,000 $ 20,000 $ 40,000 $ 60,000
Internet access $ 10,000 $ 20,000 $ 25,000 $ 30,000
Sales & marketing $ 15,000 $ 35,000 $ 50,000 $ 75,000
Consulting fees $ 5,000 $ 10,000 $ 17,500 $ 25,000
Management Compensation $ 10,000 $ 30,000 $ 35,000 $ 40,000
Operating & working capital $ 10,000 $ 25,000 $ 35,000 $ 40,000
Marketing $ 5,000 $ 10,000 $ 47,500 $ 80,000
----------- ----------- ----------- -----------
Total Use of Proceeds $ 125,000 $ 250,000 $ 375,000 $ 500,000
=========== =========== =========== ==========
It is possible that no proceeds may be raised from this offering. It is
also possible that some, but not all, of the 5,000,000 shares offered will be
sold. If fewer than all of the shares are sold, we will have to delay or modify
our plan. 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.
Possible working capital uses include advertising and other ongoing
selling, general and administrative expenses, to be determined by our executive
officers based upon their assessment of our company's needs.
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Any funds not used for the purposes indicated will be used for general
working capital. If less than the entire offering is received, funds will be
applied according to the priorities outlined above. For example, if $125,000 is
received, $25,000 will be used to pay for accounting and legal fees, $10,000
will be used to develop and maintain the web sites and the remaining $75,000
will be spent on purchasing computer and office equipment. If less than $25,000
is received, the entire amount will be applied toward legal and accounting fees
for state blue sky registrations and quarterly and annual reports required under
the Securities Exchange Act of 1934.
Some of the web site development, sales and marketing services we
require may be paid through the issuance of shares. Shares issued for
services will not be issued to any officer, director, control person or
affiliate of the company.
DETERMINATION OF OFFERING PRICE
There is no established public market for the shares of common stock
being registered. As a result, the offering price and other terms and conditions
relative to the shares of common stock offered hereby have been arbitrarily
determined by us and do not necessarily bear any relationship to assets,
earnings, book value or any other objective criteria of value. In addition, no
investment banker, appraiser or other independent, third party has been
consulted concerning the offering price for the shares or the fairness of the
price used for the shares.
DILUTION
You will suffer substantial dilution in the purchase price of your
stock compared to the net tangible book value per share immediately after the
purchase.
Dilution is the difference between the public offering price of $0.10
per share for the common stock offered herein, and the net tangible book value
per share of the common stock immediately after its purchase. Our net tangible
book value per share is calculated by subtracting our total liabilities from our
total assets less any intangible assets, and then dividing by the number of
shares then outstanding.
Our net tangible book value prior to the offering, based on the
March 31, 2001 financial statements, was ($5,999) or approximately ($0.0005)
per common share. Prior to selling any shares in this offering, we had
10,000,000 shares of common stock outstanding, which were purchased by the
founding shareholder for $25,496 or $.0025 per share. We are now offering up
to 5,000,000 shares at $0.10 per share. If all shares* offered herein are
sold, we will have 15,000,000 shares outstanding upon completion of the
offering. Our post offering pro forma net book value, which gives effect to
receipt of the net proceeds from the offering on all shares sold and payment
and issuance of the additional shares of common stock in the offering, but
does not take into consideration any other changes in our net book value,
will be $469,001 or approximately $0.031 per share. This would result in
dilution to investors in this offering of $0.069 per share, or 69% from the
public offering price of $0.10 per share. Net tangible book value per share
10
would increase to the benefit of our present stockholders from ($0.0005)
prior to the offering to $0.031 after the offering, or an increase of $0.03
per share attributable to purchase of the shares by investors in this
offering.
Dilution Table
The following table sets forth the estimated net tangible book
value ("NTBV") per share after the offering and the dilution to persons
purchasing shares based upon various levels of sales achieved:
- ------------------------------------------------------------------------------------------------------------------
1,250,000 2,500,000 3,750,000 5,000,000
shares sold shares sold shares sold shares sold
- ------------------------------------------------------------------------------------------------------------------
Public offering price/share $0.100 $0.100 $0.100 $0.100
- ------------------------------------------------------------------------------------------------------------------
NYBV/share prior to offering ($0.0005) ($0.0005) ($0.0005) ($0.0005)
- ------------------------------------------------------------------------------------------------------------------
Increase attributable to new $0.007 $0.016 $0.024 $0.030
investors
- ------------------------------------------------------------------------------------------------------------------
Post offering pro forma $0.008 $0.017 $0.025 $0.031
NTBV/share
- ------------------------------------------------------------------------------------------------------------------
Dilution to new investors $0.002 $0.083 $0.075 $0.069
- ------------------------------------------------------------------------------------------------------------------
Comparative Data
The following table sets forth with respect to existing shareholders
and new investors, a comparison of the number of shares of common stock acquired
from our company, the percentage ownership of such shares, the total
consideration paid, the percentage of total consideration paid and the average
price per share.
Shares Purchased Total Consideration
-------------------- -----------------------
Average Price
Number Percent Amount Percent Per Share
---------- --------- ---------- --------- -------------
Existing shareholders 10,000,000 66% $ 25,496 4.8% 0.0025
New Investors (1) 5,000,000 34% $ 500,000 95.2% $ 0.1000
---------- --------- ---------- --------- -------------
Total 15,000,000 100% $ 525,496 100% $ 0.0350
========== ========= ========== =========
- ------------
* It is possible we may not sell any of the shares, in which case the proceeds
to our company will be $0.
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PLAN OF DISTRIBUTION
General
The following discussion addresses the material terms of the plan of
distribution.
We are offering up to 5,000,000 shares of our common stock at a
price of $0.10 per share with a minimum purchase of 50,000 shares for
$5,000.00 to be sold by our principal executive officer and director. This
will be the only method of distribution. The Company does not intend to make
any distribution through an underwriter or on the Internet. The shares will
be sold through our principal executive officer and director, so no
compensation will be paid with respect to those sales, except for
reimbursement of expenses actually incurred on behalf of our company in
connection with such activities. Since this offering is conducted as a direct
participation offering, there can be no assurance that any of the shares will
be sold. A subscription agreement, the form of which is attached to this
prospectus, will be required to be submitted by all purchasers of the shares.
There is currently no market for any of our shares and no assurances
are given that a public market for such securities will develop after the
closing of this offering or be sustained if developed. While we plan following
the closing of this offering to take affirmative steps to request or encourage
one or more broker/dealers to act as a market maker for our securities, no such
efforts have yet been undertaken and no assurances are given that any such
efforts will prove successful. As such, investors may not be able to readily
dispose of any shares purchased hereby.
The offering shall be conducted by our president, Marc St. Cyr.
Although Mr. St. Cyr is an associated person of us as that term is defined in
Rule 3a4-1 under the Exchange Act, Mr. St. Cyr is deemed not to be a broker for
the following reasons:
*He is not subject to a statutory disqualification as that term is
defined in Section 3(a)(39) of the Exchange Act at the time of his
participation in the sale of our securities.
*He will not be compensated for his participation in the sale of our
securities by the payment of commission or other remuneration based
either directly or indirectly on transactions in securities.
*He is not an associated person of a broker or dealers at the time of
his participation in the sale of our securities.
*He will restrict his participation to the following activities:
A. Preparing any written communication or delivering any
communication through the mails or other means that does not
involve oral solicitation by him of a potential purchaser;
B. Responding to inquiries of potential purchasers in a
communication initiated by the potential purchasers, provided
however, that the content of
12
responses are limited to information contained in a
registration statement filed under the Securities Act or other
offering document;
C. Performing ministerial and clerical work involved in
effecting any transaction.
As of the date of this prospectus, no broker has been retained by us
for the sale of securities being offered. In the event a broker who may be
deemed an underwriter is retained by us, an amendment to our registration
statement will be filed.
The offering will remain open for a period until November 1, 2001 or
an additional 60 days in our sole discretion, unless the entire gross proceeds
are earlier received or we decide, in our sole discretion, to cease selling
efforts. Our officers, directors and stockholders and their affiliates may
purchase shares in this offering.
No Escrow Of Proceeds
There is no escrow of any of the proceeds of this offering.
Accordingly, we will have use of such funds once we accept a subscription and
funds have cleared. Such funds shall be non-refundable to subscribers except as
may be required by applicable law.
Penny Stock Reform Act Of 1990
The Securities Enforcement and Penny Stock Reform Act of 1990
requires additional disclosure for trades in any stock defined as a penny
stock. The Securities And Exchange Commission has adopted regulations that
generally define a penny stock to be any equity security that has a market
price of less than $5.00 per share, subject to exceptions. Under this rule,
broker/dealers who recommend these securities to persons other than
established customers and accredited investors must make a special written
suitability determination for the purchaser and receive the purchaser's
written agreement to a transaction before sale. Our shares will probably be
subject to the Penny Stock Reform Act, thus potentially decreasing the
ability to easily transfer our shares.
13
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements under the "Prospectus Summary," "Risk Factors,"
"Management Discussion and Analysis or Plan of Operation," "Business" and
elsewhere in this prospectus constitute forward-looking statements. These
statements involve known and unknown risks, uncertainties and other factors that
may cause our actual results, levels of activity, performance, or achievements
to be materially different from any future results, levels of activity,
performance, or achievement expressed or implied by such forward-looking
statements. Such factors include, among other things, those listed under "Risk
Factors" and elsewhere in this prospectus.
In some cases, you can identify forward-looking statements by
terminology such as "may," "will," "should," "could," "intend", "expects,"
"plan," "anticipates," "believes," "estimates," "predicts," "potential," or
"continue" or the negative of such terms or other comparable terminology.
Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance, or achievements. Moreover, neither we nor any
other person assumes responsibility for the accuracy and completeness of such
statements. We are under no duty to update any of the forward-looking statements
after the date of this prospectus.
LEGAL PROCEEDINGS
We are not a party to or aware of any threatened litigation of a
material nature.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Executive Officers And Directors
The following table sets forth the directors and executive officers of
our company, their ages, term served and all officers and positions with our
company. A director is elected for a period of one year and thereafter serves
until his or her successor is duly elected by the stockholders and qualifies.
Officers and other employees serve at the will of the Board of Directors.
There are no arrangements or understandings regarding the length of
time a director of our company is to serve in such a capacity. Our director
holds no directorships in any other company subject to the reporting
requirements of the Securities Exchange Act of 1934.
Name of Director Age Term Served Positions with Company
- -------------------- ---- --------------- -----------------------------
Marc St. Cyr 37 Since inception President, Secretary-
Treasurer & Director
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Mr. St. Cyr will serve as management of our company. A brief
description of his background and business experience is as follows:
Marc St. Cyr, the founder of our company, has worked for Dun &
Bradstreet of Canada Continuously since 1987. He has held a number of
positions with that firm, commencing with business analyst, then data
development coordinator, followed by regional supervisor and system support
consultant. His accomplishments there have included client renewal for
company products dramatically improved since assuming this position,
installing, service and training customers on proprietary Decision Support
System for Credit involvement in product and technology presentations,
customized demonstrations, and managing on-site evaluations and helping the
account managers in all stages of the sales process.
Mr. St. Cyr initially will devote up to approximately 15 hours per week
of his time to the affairs of our company. If and when the business operations
of our company increase and a more extensive time commitment is needed, he is
prepared to devote more time to our company even on a full-time basis.
Executive Compensation
Our sole director does not currently receive and has never receive any
compensation for serving as a director to date. In addition, at present, there
are no ongoing plans or arrangements for compensation of any of our officers.
However, we expect to adopt a plan of reasonable compensation to our officers
and employees when and if we become operational and profitable.
The following table sets forth all compensation awarded to, earned by,
or paid for services rendered to us in all capacities during the period ended
March 31, 2001, by Mr. Marc St. Cyr, our sole executive officer.
Summary Compensation Table
Long-Term Compensation Awards
Name and Principal Position Compensation-2000-2001 ($)Number of shares
Salary ($)Bonus Underlying Options (#)
- --------------------------- ------ -------- ----------------------
Marc St. Cyr, President None None None
We do not presently have a stock option plan but intend to develop an
incentive based stock option plan for our officers and directors in the future
and may reserve up to ten percent of our outstanding shares of common stock for
that purpose.
15
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the
beneficial ownership of our company's common stock with respect to each named
director and executive officer of our company, each person known to our company
to be the beneficial owner of more than five percent (5%) of said securities,
and all directors and executive officers of our company as a group:
Title Amount and Nature of Percent % After
Name and Address of Class Beneficial Ownership of Class Offering
- ----------------------- -------- -------------------- -------- ----------
Marc St. Cyr Common 10,000,000 shares 100% 66%
4250 Executive Square
La Jolla, Ca 92037
All officers & directors as Common 10,000,000 shares 100% 66%
a group (1 person)
Prior to the sale of any shares in this offering, this individual is
the only shareholders of our company. After offering percentages are calculated
assuming sale of all shares in this offering there will be additional
shareholders. The foregoing amounts include all shares these persons are deemed
to beneficially own regardless of the form of ownership.
DESCRIPTION OF SECURITIES
The following statements are qualified in their entirety by reference
to the detailed provisions of our Articles of Incorporation and Bylaws. The
shares registered pursuant to the registration statement of which this
prospectus is a part are shares of common stock, all of the same class and
entitled to the same rights and privileges as all other shares of common stock.
Common Stock
Our company is presently authorized to issue 100,000,000 shares of
$.001 par value common stock. The holders of common stock, including the shares
offered hereby, are entitled to equal dividends and distributions, per share,
with respect to the common stock when, as and if declared by the Board of
Directors from funds legally available therefore. No holder of any shares of
common stock has a pre-emptive right to subscribe for any securities of our
company nor are any common shares subject to redemption or convertible into
other securities of our company. Upon liquidation, dissolution or winding up of
our company, and after payment of creditors and preferred stockholders, if
16
any, the assets will be divided pro-rata on a share-for-share basis among the
holders of the shares of common stock. All shares of common stock now
outstanding are fully paid, validly issued and non-assessable. Each share of
common stock is entitled to one vote with respect to the election of any
director or any other matter upon which shareholders are required or permitted
to vote. Holders of our company's common stock do not have cumulative voting
rights, so that the holders of more than 50% of the combined shares voting for
the election of directors may elect all of the directors, if they choose to do
so and, in that event, the holders of the remaining shares will not be able to
elect any members to the Board of Directors.
Our company has reserved from its authorized but unissued shares a
sufficient number of shares of common stock for issuance of the shares offered
hereby. The shares of common stock issuable on completion of the offering will
be, when issued in accordance with the terms of the offering, fully paid and
non-assessable. During the pendency of the offering, subscribers will have no
rights as stockholders of our company until the offering has been completed and
the shares have been issued to them.
Preferred Stock
Our company is also presently authorized to issue 10,000,000 shares of
$.001 par value preferred stock. No preferred stock has been issued as of this
date and Management has no current plans to issue preferred stock to any
investor. Under our company's Articles of Incorporation, as amended, the Board
of Directors has the power, without further action by the holders of the common
stock, to designate the relative rights and preferences of the preferred stock,
and issue the preferred stock in such one or more series as designated by the
Board of Directors. The designation of rights and preferences could include
preferences as to liquidation, redemption and conversion rights, voting rights,
dividends or other preferences, any of which may be dilutive of the interest of
the holders of the common stock or the preferred stock of any other series. The
issuance of preferred stock may have the effect of delaying or preventing a
change in control of our company without further shareholder action and may
adversely effect the rights and powers, including voting rights, of the holders
of common stock. In certain circumstances, the issuance of preferred stock could
depress the market price of the common stock. The Board of Directors effects a
designation of each series of preferred stock by filing with the California
Secretary of State a Certificate of Designation defining the rights and
preferences of each such series. Documents so filed are matters of public record
and may be examined in accordance with procedures of the California Secretary of
State, or copies thereof may be obtained from our company.
Options and Warrants
We do not presently have any options or warrants authorized or any
securities that may be convertible into common stock. However, our board of
directors may later determine to authorize options and warrants for our company.
17
Dividend Policy
We have not previously paid any cash dividends on our common stock and
do not anticipate or contemplate paying dividends on our common stock in the
foreseeable future. Our present intention is to utilize all available funds for
the development of our business. There is no assurance that we will ever have
excess funds available for the payment of dividends. The only legal restrictions
that limit the ability to pay dividends on common equity or that are likely to
do so in the future, are those restrictions imposed by State laws. Under
California corporate law, no dividends or other distributions may be made which
would render our company insolvent or reduce assets to less than the sum of its
liabilities plus the amount needed to satisfy any outstanding liquidation
preferences.
Transfer Agent
We intend to use Corporate Stock Transfer of 370 17th Street, Suite
2350, Denver, CO 80202-4614 as our transfer agent and registrar for the common
stock upon completion of the offering.
Shares Eligible For Future Sale
Upon completion of this offering, we will have 15,000,000 shares of
common stock outstanding, if we sell all of the shares in this offering. Of
these shares, the 5,000,000 shares to be sold in this offering will be freely
tradable without restriction or further registration under the Securities Act of
1933, except that any shares purchased by our affiliates, as that term is
defined in Rule 144 under the Securities Act, may generally only be sold in
compliance with the limitations of Rule 144 described below.
The remaining 10,000,000 of common stock held by the existing
stockholder were issued and sold by us in reliance on exemptions from the
registration requirements of the Securities Act. These shares will become
eligible for sale on June 1, 2001 subject to the limitations of Rule 144. We
cannot predict the effect, if any, that offers or sales of these shares would
have on the market price. Nevertheless, sales of significant amounts of
restricted securities in the public markets could adversely affect the fair
market price of the shares, as well as impair our ability to raise capital
through the issuance of additional equity shares.
In general, under Rule 144, a person who has beneficially owned shares
for at least one year is entitled to sell, within any three-month period, a
number of shares that does not exceed the greater of (1) one percent of the then
outstanding shares of common stock or (2) the average weekly trading volume in
the common stock in the over-the-counter market during the four calendar weeks
preceding the date on which notice of the sale is filed, provided several
requirements concerning availability of public information, manner of sale and
notice of sale are satisfied. In addition, our affiliates must comply with the
restrictions and requirements of Rule 144, other than the one-year holding
period requirement, in order to sell shares of common stock which are not
restricted securities.
18
Under Rule 144(k), a person who is not an affiliate and has not been an
affiliate for at least three months prior to the sale and who has beneficially
owned shares for at least two years may resell their shares without compliance
with the foregoing requirements. In meeting the one-and two-year holding periods
described above, a holder of shares can include the holding periods of a prior
owner who was not an affiliate. The one-and two-year holding periods described
above do not begin to run until the full purchase price or other consideration
is paid by the person acquiring the shares from the issuer or an affiliate.
There is presently no agreement by any holder, including our
"affiliates", of "restricted" shares not to sell their shares.
Penny Stock Regulation
Broker-dealer practices in connection with transactions in "penny
stocks" are regulated by certain penny stock rules adopted by the Commission.
Penny stocks generally are equity securities with a price of less than $5.00.
The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from the rules, to deliver a standardized risk
disclosure document that provides information about penny stocks and the risks
in the penny stock market. The broker-dealer also must provide the customer with
current bid and offer quotations for the penny stock, the compensation of the
broker-dealer and its salesperson in the transaction, and monthly account
statements showing the market value of each penny stock held in the customer's
account. In addition, the penny stock rules generally require that prior to a
transaction in a penny stock, the broker-dealer make a special written
determination that the penny stock is a suitable investment for the purchaser
and receive the purchaser's written agreement to the transaction. These
disclosure requirements may have the effect of reducing the level of trading
activity in the secondary market for a stock that becomes subject to the penny
stock rules. As our shares immediately following this offering will likely be
subject to such penny stock rules, investors in this offering will in all
likelihood find it more difficult to sell their securities.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Our articles of incorporation contains provisions permitted under the
California Corporations Code relating to the liability of directors. The
provisions eliminate a
19
director's liability to stockholders for monetary damages for a breach of
fiduciary duty, except in circumstances involving wrongful acts, including the
breach of a director's duty of loyalty or acts or omissions which involve
intentional misconduct or a knowing violation of law. Our certificate of
incorporation also contains provisions obligating us to indemnify our directors
and officers to the fullest extent permitted by the General Corporation Law of
California. We believe that these provisions will assist us in attracting and
retaining qualified individuals to serve as directors.
Following the close of this offering, we will be subject to the State
of California's business combination statute. In general, the statute prohibits
a publicly held California corporation from engaging in a business combination
with a person who is an interested stockholder for a period of three years after
the date of the transaction in which that person became an interested
stockholder, unless the business combination is approved in a prescribed manner.
A business combination includes a merger, asset sale or other transaction
resulting in a financial benefit to the interested stockholder. An interested
stockholder is a person who, together with affiliates, owns, or, within three
years prior to the proposed business combination, did own 15% or more of our
voting stock. The statute could prohibit or delay mergers or other takeovers or
change in control attempts and accordingly, may discourage attempts to acquire
us.
As permitted by California law under Section 317 of the California
Corporations Code, we intend to eliminate the personal liability of our
directors for monetary damages for breach or alleged breach of their fiduciary
duties as directors, subject to exceptions. In addition, our bylaws provide that
we are required to indemnify our officers and directors, employees and agents
under circumstances, including those circumstances in which indemnification
would otherwise be discretionary, and we would be required to advance expenses
to our officers and directors as incurred in proceedings against them for which
they may be indemnified. The bylaws provide that we, among other things, will
indemnify officers and directors, employees and agents against liabilities that
may arise by reason of their status or service as directors, officers, or
employees, other than liabilities arising from willful misconduct, and to
advance their expenses incurred as a result of any proceeding against them as to
which they could be indemnified. At present, we are not aware of any pending or
threatened litigation or proceeding involving a director, officer, employee or
agent of ours in which indemnification would be required or permitted. We
believe that our charter provisions and indemnification agreements are necessary
to attract and retain qualified persons as directors and officers.
We have agreed to the fullest extent permitted by applicable law, to
indemnify all our officers and directors. Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to our
directors, officers and controlling persons pursuant to the foregoing
provisions, or otherwise, we have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.
20
CERTAIN TRANSACTIONS
In connection with the organization of our company, Marc St. Cyr, the
founding shareholder, President, Secretary-Treasurer and Director of our
company, paid an aggregate of $25,496 cash to purchase 10,000,000 shares of
common stock of our company.
It is contemplated that we may enter into certain transactions with
officers, directors or affiliates of our company which may involve conflicts of
interest in that they will not be arms' length transactions. These transactions
include the following:
Our company presently has no office facilities but for the time being
will use as its business address the office of Mr. St. Cyr on a rent free basis,
until such time as the business operations of our company may require more
extensive facilities and our company has the financial ability to rent
commercial office space. There is presently no formal written agreement for the
use of such facilities, and no assurance that such facilities will be available
to our company on such a basis for any specific length of time.
We have no formal written employment agreement or other contracts with
our officers, and there is no assurance that the services to be provided by
them, and facilities to be provided by Mr. St. Cyr, will be available for any
specific length of time in the future. Mr. St. Cyr anticipates initially
devoting up to approximately 20% of his time to the affairs of our company. If
and when the business operations of our company increase and a more extensive
time commitment is needed, Mr. St. Cyr is prepared to devote more time to our
company, in the event that becomes necessary. The amounts of compensation and
other terms of any full time employment arrangements with our company would be
determined if and when such arrangements become necessary.
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BUSINESS
History And Organization
WORLDWINEWEB.WS, INC. ("WORLDWINEWEB.WS") was recently incorporated
under the laws of the State of California on April 13, 2000. We have not
commenced business operations and we are considered a development stage
enterprise. To date, our activities have been limited to organizational matters,
designing of our web sites and the preparation and filing of the registration
statement of which this prospectus is a part. In connection with the
organization of our company, the founding shareholder of our company contributed
an aggregate of $25,000 cash to capitalize our company in exchange for
10,000,000 shares of common stock. We have no significant assets, and we are
totally dependent upon the successful completion of this offering and receipt of
the proceeds there from, of which there is no assurance, for the ability to
commence our proposed business operations.
Our principal executive offices is currently located at 3665 Ruffin
Road, Suite 115, San Diego, California 92123. The telephone number is(858)
571-8453. The facsimile number is (858) 546-2836.
Proposed Business
We intend to create and Internet destination for day-to-day interaction
between producers, clients, and all wine lovers. WorldWineWeb.Ws is a virtual
corporation whose purpose is to become the premier portal site for the global
wine industry for business and consumers for leads and resources for their
needs. By not limiting ourselves to simply selling wine, but instead
establishing an interactive community for all aspects of the wine industry, we
intend to become an ultimate Internet destination.
There are no borders on the Internet, and even language barriers will
become of little importance as new Internet software now in development allows
customers around the world to view products and receive product information in
their native language. Even before that advanced technology is in place, we hope
to be able to offer a full range of products to domestic and international
customers in urban or rural locations where local availability and wide
selections are hard to find.
If successfully implemented, we will have effectively:
- been recognized as a leader in one-stop Internet shopping;
- minimized our exposure and risk to the down cycles which occur
in specific industries; and
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- increased web site traffic and revenue-generating
opportunities by referring potential customers to different
parts of the Worldwineweb.ws web site or storefronts owned and
operated by us rather than by a third-party.
Growth Of The Internet And Online Commerce
The Internet is an increasingly significant global medium for
communications, content and online commerce, enabling millions of people to
share information and conduct business electronically. Growth in Internet usage
in recent years has been fueled by a number of factors, including:
- the large and growing installed base of personal computers in
the workplace and home,
- advances in the performance and speed of personal computers,
local area networks or "LANS" and modems,
- improvements in network infrastructure and bandwidth;
- easier and cheaper access to the Internet; and
- increased awareness of the Internet among businesses and
consumers and the rapidly expanding availability of online
commerce which increases the value to users of being
connected.
The resulting growth of the Internet and online commerce has created
substantial opportunity for companies to conduct business online. It is believed
that Internet retailers are able to communicate more effectively with customers
by providing the following:
- visual product presentations;
- up-to-date pricing and product information;
- better customer support, including opportunities for customer
feedback;
- product offerings tailored to customer preferences; and
- electronic billing and payment systems.
Contrast To Traditional Retail Methods
Store and catalog-based companies make up the traditional retail
industry. These retailers' inherent structural limitations may preclude their
taking full advantage of two major characteristics of today's marketplace.
First, they cannot access the growing worldwide retail marketplace as readily as
can e-commerce companies. Second, they
23
simply cannot be as available to each individual customer's increasingly complex
and busy daily schedules as can e-commerce companies.
Additionally, traditional retailers face other challenges in competing
against the new e-commerce company:
- They often incur large fixed costs of operation (building,
store personnel, and inventory holding);
- Fixed costs often dictate that these retailers cannot expand
quickly into new geographic regions;
- Manufacturers and large distributors who compete for scarce
traditional retail shelf space incur a significant expense to
gain this access, resulting in higher costs for the retailer;
- Even the very large superstores typically carry only about
4,000 items, and thus face the risk of obsolete inventory;
- The store-based retailers' merchandising process limits the
speed at which they can change their merchandise mix and offer
new products. Put simply, they must physically obtain, set up,
and display the product before they can sell it;
- Personnel costs limit the number of hours during which
store-based retailers may operate, thereby limiting customer
access and convenience;
- Store-based retailers face challenges in hiring, training and
retaining knowledgeable sales staff conversant and up-to-date
on the broad array of products they expect to sell;
- Catalog retailers offer their customers the convenience of
shopping from home or the office and more flexible hours of
operation, but they are still constrained by catalog mailing,
printing and associated expenses, and by the number of items
they can feature and the amount of product information they
can provide. A typical catalog retailer carries up to 40,000
items, but typically only features 2,000 - 3,000 items in any
single catalog; and
- The entire catalog shopping experience is, in general, neither
interactive nor personalized, yet requires extensive personnel
support and manual intervention on behalf of the retailer to
take and process orders.
We believe that the traditional retailers' business model creates
inefficiencies which are exacerbated by, for example, the large quantity of
merchandise they carry and the rapidly changing world in which they operate. It
is our belief that Internet-based retailers are in an excellent position to
capitalize on these limitations by operating a more efficient business model.
24
It should be noted that many of these traditional retailers and
manufacturers are aware of the advantages of an Internet storefront as outlined
previously, and are establishing or has established their Internet presence such
as Wal-Mart, Barnes and Noble, the Gap and many others. As more established
traditional retail and manufacturing companies expand onto the Internet, we will
face greater competition which may result in reduced operating margins, loss of
market share and a diminished brand franchise.
Internet Solution
We have a good grasp of the main challenges facing the retailing
industry and we hope to be able to address those and future challenges by
adapting to the environment offered by the Internet. We believe that the main
advantages of an Internet storefront, which we currently do not have any in
operation nor being developed, and of e-commerce in general, are:
Attractive economics of the Internet storefront -- As an Internet-only
retailer, we are not constrained by the inherent limitations of store- and
catalog-based retailers. Internet retailers enjoy structural economic advantages
relative to traditional retailers, including:
- low-cost and essentially unlimited shelf space;
- flexible advertising and affordable merchandising
opportunities;
- ability to hire fewer workers;
- ability to keep pace with a fast-growing customer base by
employing scaleable technology and systems; and
- ability to serve customers around the world from a single,
domestic location.
Customer Convenience and Satisfaction -- We believe that greater
customer convenience will result in increased sales. Online customers will be
able to purchase products 24 hours a day, seven days a week from their homes or
offices. This convenience will, we believe, encourage consumers to purchase more
items, enable them to act on impulse and to easily find products that they have
found unattainable through traditional retailers.
Comprehensive Product Selections -- We hope to be able to offer a broad
range of products due to the low-cost and virtually limitless shelf space of an
Internet storefront. This we believe will give us a significant advantage over
traditional retailers, which may find it economically and physically impractical
to offer such a large product range.
25
Low-Cost Manufacturer Distribution Channel -- We intend to offer
manufacturers "shelf space" within our proposed Internet storefront with no
up-front cost, unlike traditional retailers which often charge suppliers for
space within their stores or catalogs. This has three significant benefits:
- we will earn better margins on certain products;
- manufacturers win additional shelf space without needing to
fund up-front costs; and
- customers are able to purchase products at a competitive
price.
Customer Service Availability -- Customers will benefit from improved
support, both before and after making a purchase, via e-mail and telephone. Our
proposed Internet storefronts will be designed to allow customers to follow the
progress of their orders, and having the option to be notified when a desired
back ordered product is available for shipment.
Worldwide Customer Base -- We hope to be able to offer a complete range
of wine products to customers in domestic and international, rural and urban
locations. The worldwide nature of the Internet allows customers to purchase
products which are unobtainable in their own local market.
Worldwineweb.ws Strategy
As our Internet domain name, Worldwineweb.ws, implies, we plan to be a
"web within the web" - a cluster of e-commerce web sites that satisfy consumer
needs so completely that the consumer feels little need to venture outside the
Worldwineweb.ws banner.
Our objective is to become the first true Internet e-commerce wine
conglomerate through the following key strategies:
Building Brand Recognition -- We believe that building brand
recognition of our proposed Internet storefronts is critical to attracting our
customer base. Brand recognition starts with the simplicity of our Internet
domain name Worldwineweb.ws. The consumer need make only one stop.
Worldwineweb.ws. The consumer need remember only one name when logging on to the
Internet. Worldwineweb.ws. The various marketing methods to accomplish this will
include:
- developing strategic alliances with various Internet content
providers and web sites of interest;
- the use of general and direct marketing campaigns through the
Internet;
26
- the creation of a significant number of general and specific
"links" from other web sites to our proposed Internet
storefronts;
- the use of targeted non-Internet marketing programs with the
aim of generating sales from consumers and businesses; and
- the creation of repeat business from customers through the use
of specialized programs, including "personalization" features.
Promoting Repeat Business -- We intend to use a variety of techniques
to build customer loyalty and promote repeat buying. These include providing
comprehensive information about the products we intend to sell, ensuring
navigation of our proposed web sites is efficient and includes the ability to
search the entire product range, the creation of personalized services and
targeted communications and promotions, and the immediate availability of
products.
Development of Strategic Relationships -- We intend to seek strategic
relationships and strategic marketing alliances with popular portals, Internet
access providers, search engines, high traffic sites of interest, manufacturers,
and technology providers to enhance our proposed Internet storefronts'
technology and product assortment, build brand recognition and increase site
traffic, and consequently to gain access to online customers and subsequent
customer sales. In pursuing these relationships, we intend to seek exclusive or
semi-exclusive positioning for the sales of our products on key screens of major
Internet sites. The alliances will include the creation of affiliate networks
and linking programs.
Technology Focus and Expertise -- The Internet's ability to make
instant and low-cost changes to product lines and content should enable us to:
- increase the effectiveness of our merchandising;
- personalize our customers' experiences; and
- increase the efficiency of our proposed operations.
Systems and technologies will be developed by us with the aim of
personalizing the experience of visitors, both before and after purchase. We
will aim to develop compelling promotion through the use of e-mail, newsletter
and store advertising. We also intend to use technology to reduce transaction
costs and improve the shopping experience of our customers. This will be
achieved in the following ways:
- customer service will be automated using e-mail responses and
online indicators of stock availability;
- improved product management will be achieved using automation
to update the merchandise databases, promote particular
product lines and provide links to product reviews; and
27
- improving communications with suppliers through the automation
of purchasing, payment methods and accounting.
The Worldwineweb.ws Storefronts
In contrast to most existing e-commerce outlets, our Internet
storefront design will be developed to enable purchasers to buy from a variety
of products lines from differing departments at once, using one purchase
process. Other single-focus e-commerce outlets require that the customer repeat
the same purchase process for each desired product category. Our customers will
enter our proposed Internet storefronts through www.Worldwineweb.ws or through
specific sites with addresses that are both easy to remember and relevant to the
type of product we intend to offer.
Our e-commerce web sites will be designed to accommodate new or
returning customers who want to quickly purchase a particular product at an
attractive price and customers who have more casual interests in browsing or
information but who will hopefully become regular customers. Satisfying both
classes of visitors is a challenge, but we believe web sites that accomplish
this goal are in a strong competitive position.
Worldwineweb.ws proposed Internet storefronts will follow the Internet
commerce convention of the "shopping basket" which allows customers to select
and order multiple products without interrupting the process of browsing and
searching. The "shopping basket" environment is a familiar one to experienced
Internet shoppers and, as its name suggests, is familiar and comfortable for new
users.
At any time, customers may add or remove purchases from their "basket",
and the knowledge that they can browse and select a number of products without
committing to the purchases encourages them to pick up and consider many
products during their visit.
A customer who is ready to "check out" may review and finalize the
content of their "basket" before activating the button that takes them to a
secure server area. There, they enter their shipping information and
preferences. Returning customers may be relieved, if they choose, of much of
this task, because the server remembers their personal information such as
credit card numbers and shipping addresses. We believe that most customers will
use the secure server to enter credit card information and receive confirmation
of the order and card verification. Some may opt to give this information by
telephone. They will receive an order number to make only a brief call
necessary. We will also allow customers the option of ordering and receiving
product information by telephone at any time.
The order-processing server will be designed to also keep track of
individual customer buying habits and preferences such as brand and may invite
customers to indicate if they wish to receive newsletters and notification of
special offers and promotions. Customers who have placed orders receive e-mail
confirmation of the order, as well as e-mail updates as the order progresses
through processing and shipping.
28
Worldwineweb.ws Revenue Streams
Management currently anticipates that separate revenue streams for the
Company can be created from the following products and services that will be
offered in our various storefronts:
- Revenues will be derived from a percentage for each
transactions, leads generations, advertising display, etc.;
- Volume discount specials;-
- A percentage of sales from related web sites and strategic
partners that are looking to broaden their inventory list;.
- Corporate gifts, background wallpapers screensavers of a wine
region or winery, banner advertising, public relations and
publicity;
- Wineries that want to have direct linkage to their suppliers
or check out the competition;
- Commission taken from any referrals or corporate linkage from
the registered users to the prospect and or clients;
- A Wine Discount Card;
- Travel discount tours to Napa Valley, Canada, French, Italian,
Chile Wineries
- Corporate branding of wines for advertising;
- Live Auction of special wines;
- Search engine for special wines and putting together buyers
and sellers;
- Wine newsletter and cooking with wine, e-mailed weekly to
registered users;
- Winery Special Reports; and
- Corporate Sponsorships.
Marketing And Promotion
29
Our marketing strategy is to promote, advertise and increase our brand
visibility with the aim of attracting more customers. Multiple channels will be
used, including:
- the development of strategic alliances with major portal
sites;
- advertising on leading Internet sites and other media
worldwide;
- developing our affiliate network and linking programs; and
- direct marketing.
We will use multiple marketing channels with the aim of reducing
reliance on any one source of customers, lowering customer acquisition costs,
and maximizing brand recognition.
Strategic Alliances -- We intend to pursue strategic relationships in
order to build our presence on the Internet, increase our access to online
customers, expand brand awareness, and enhance the underlying technology of our
proposed Internet storefronts. In pursuing these relationships, we intend to
seek exclusive or semi-exclusive positioning for the sales of computer related
products on key pages of major Internet sites. As of the date of this
prospectus, we have not selected or contracted with any strategic partners.
Online Advertising -- We intend to utilize numerous online sales and
marketing techniques to build brand recognition and drive traffic to our
proposed Internet storefronts. These techniques will include banner advertising
on various high-traffic Internet sites. Such banner advertisements can be
permanently displayed for designated periods of time or displayed when a user
searches for information relating to certain keywords (e.g. "chardonnay" or
"champagne" or "merlot").
Direct Marketing -- We believe that the Internet provides additional
opportunities for direct marketing to our customers through a variety of
mechanisms, and we will explore direct marketing opportunities to target
customers with customized offers such as an e-mail newsletter, special product
offers and preferred customer offers.
Internet Linking -- We believe it is important to create as many
Internet "links" as possible to our proposed Internet storefronts. We intend to
use an aggressive linking program from search engines, manufacturers' web sites,
community, affinity and personal home pages.
Customer Service -- We believe the strength of our customer support and
service will play an important role in our ability to establish long-term
relationships with customers, encouraging repeat visits and purchases. Customer
support and service personnel are responsible for handling general customer
inquiries, answering questions about the ordering process, and investigating the
status of orders, shipments and payments.
Distribution And Fulfillment
30
We will not carry any inventory and will instead rely exclusively on
third party vendors for distribution and fulfillment (the "fulfillment center").
We believe that this distribution strategy allows us to offer extensive
selection while avoiding the high costs and capital requirements associated with
owning and warehousing product inventory and the significant operational effort
associated with same-day shipment.
Our distribution system will be based on our supplier's fulfillment
system. Typically, it is anticipated that we would transmit data to the
fulfillment center collected by our proposed Internet storefronts through a
secure network to ensure customer security and data integrity. The fulfillment
center picks, packs and ships customer orders and charges us for merchandise,
shipping and handling. We charge our customers only after orders are shipped and
verified through the fulfillment center. Customer billing is expected to be
performed through a third-party credit card processor.
As of the date of this prospectus, we have not selected or contracted
with any suppliers to provide fulfillment services of the goods that we intend
to sell through our proposed Internet storefronts. However, we have narrowed
down several large distribution and fulfillment facilities specializing in wines
and wine products but we do not intend to contract with any single supplier
until we are able to complete this offering.
Competition
The electronic commerce industry is new, rapidly evolving and intensely
competitive. Competition will likely intensify in the future. Barriers to entry
are minimal; current and new competitors can launch sites at a relatively low
cost. Each Internet storefront will compete based upon its ability to:
- establish and maintain brand recognition and trust-worthiness;
- attract and retain customers;
- maintain depth and breadth in product selection;
- accomplish low or competitive product pricing;
- provide educational and authoritative information; and
- provide responsive customer service.
Many of our current and potential competitors have longer operating
histories, larger customer or user bases, greater brand recognition and
significantly greater financial, marketing and other resources. As the use of
the Internet and other electronic services grows, online retailers may be
acquired by, receive investments from, or enter into other commercial
relationships with, larger, well-established and well-financed companies.
Competitors have and may continue to adopt aggressive polices with regard to
pricing or
31
inventory availability. They also may devote substantially more resources to web
site and systems development than us. Increased competition may result in
reduced operating margins, loss of market share and a diminished brand
franchise. Industry consolidation may also increase competition.
Some of our existing potential and actual competitors include Wine.com,
which has been operating since 1994 and is established in California. Their
principal market is in the U.S. and is confined mostly on the finished product.
Another competitor is Winetoday.com, an arm of the New York Times Digital
division. This company primarily distributes newswires with primary attention on
the finished product and its market restricted to the United States.
Wine Spectator.com is the online arm of the monthly magazine of the
same name owned by M. Shanken Communications Inc. Magazine. It was established
in 1972 and is based in New York City. E-Wine.com is a new portal site that went
online in December 1999 and approximates our business plan although they do not
offer the manufacturing and packaging component .
Intellectual Property
We claim common law trademark for our logo, corporate name, and
Internet storefronts - www.Worldwineweb.ws.
Regulation Of Our Business
The distribution and sale of alcoholic beverages is subject to the laws
of the states in which it is distributed. To assure compliance with these laws,
we will require that all purchasers must be 21 years or older to purchase wine
or spirits. To be certain that all purchasers are 21 years or older, we will
require an electronic form certification by the purchaser under penalty of
perjury that the purchaser and the recipient are at least 21 years old. Upon
delivery, the recipient will also be required to show identification proving
that he or she is at least 21 years old. We will also inform purchasers that
willful misrepresentation of their age or the age of the recipient for the
purpose of obtaining alcoholic beverage products is a crime in most states, and
if either the purchaser or the recipient willfully misrepresents their age the
Company will cooperate with authorities to prosecute the offender to the fullest
extent of the law.
Worldwineweb.ws, Inc. does not plan to actually ship products to
recipients. Instead, we plan to rely exclusively on third party venders for
distribution and fulfillment. To accomplish this, we intend to develop a network
of local licensed retailers who will actually sell wine to purchasers
originating from our web site. This nationwide network of retailers will enable
us to have product shipped locally in every case from within the recipient's
state. In this way we can ensure that all shipments are made legally as product
flows from the producer to the wholesaler and on to the retailer. At the same
time, this shipping system will enable us to offer the fastest and lowest cost
delivery anywhere. Notwithstanding these precautions, our preliminary research
has determined that owing to varying state laws, we will not offer delivery of
alcoholic products in the following states: Alabama, Arizona, Delaware, Georgia,
Kansas, Kentucky, Missouri, Oklahoma, Pennsylvania, South Carolina, South
Dakota, Tennessee, Utah and Vermont.
Because we will not actually have any inventory of alcoholic beverages
and we will not provide our own distribution, we will not be required to be
licensed. However, our third party distributors and fulfillment centers will be
required to be licensed in the jurisdictions in which they are located. In order
to become a part of our fulfillment network, we will require proof of licensure
and verify the validity of these licenses with the applicable authorities. In
addition, we will periodically review the validity and current status of all of
our network suppliers every six months.
Our initial operations will be commenced in the state of California
which is the location of our executive offices. The state of California has not
yet adopted any regulations with respect to businesses located in California
that sell alcoholic beverages online but do not maintain their own inventory or
make actual deliveries. Under California law, however, retailers or distributors
that fill online orders must be licensed. As result, we believe that our
operations will be lawful in California. We have been informally advised by the
California Department of Alcoholic Beverage Control that our activities will not
require a liquor license for purchasers located in California unless we develop
a physical store front. In addition, our corporate counsel agrees that a liquor
license will not be required in the state of California.
32
In the event that regulations are subsequently adopted in California
that would require us to obtain a license, we would be required to obtain an off
sale wine and beer license under Title 4 of the California Code of Regulations,
Division 1, Article 11, Section 60.4. As of the date of this Prospectus licenses
are available for sale from the California Department of Alcoholic Beverage
Control. The application fee for this license is $100.00 and the yearly
maintenance fee is $100.00. As our business expands to other states, we will
independently verify that our operations are lawful in said states in every
respect before accepting any orders from such states. To the extent we are
required to be licensed in such states we will comply fully with all applicable
laws.
Physical Facilities And Employees
Our company, for the time being, uses the office facilities of Marc
St. Cyr, our President, in San Diego, California, on a rent-free basis as its
place of business. The office consists of one room with approximately 300
square feet and a telephone, and access to other common areas which include
the use of a fax machine and personal computer. Our management does not
intend to seek other office arrangements unless and until our business
requires more extensive facilities, which is not anticipated in the
foreseeable future.
Initially, our only employee will be Marc St. Cyr, our President, who
anticipates spending approximately 15 hours per week of his time to the affairs
of our company.
MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following discussion and analysis should be read in conjunction
with our financial statements and the notes associated with them contained
elsewhere in this prospectus. This discussion should not be construed to imply
that the results discussed in this prospectus will necessarily continue into the
future or that any conclusion reached in this prospectus will necessarily be
indicative of actual operating results in the future. The discussion represents
only the best present assessment of management.
We have not commenced business operations and we are considered a
development stage company. To date, our activities have been limited to
organizational matters, constructing a preliminary web site at
www.worldwineweb.ws and the preparation and filing of the registration statement
of which this prospectus is a part. In connection with the organization of our
company, the founding shareholder of our company contributed an aggregate of
$25,496 cash in exchange for 10,000,000 shares of common stock. We have no
significant assets, and we are totally dependent upon the successful completion
of this offering and receipt of the proceeds there from, of which there is no
assurance, for the ability to commence our proposed business operations.
For these reasons our independent certified public accountants have
issued a going concern opinion. Successful completion of our business plan is
dependent upon obtaining financing from this offering. Since inception, we have
accumulated a net loss of $53,977. If financing is not successful, our business
plan will be seriously inhibited.
Plan Of Operations
Our company was only recently incorporated on April 13, 2000. We have
not commenced planned principal operations and we are considered a development
stage enterprise. We have no significant assets, no active business operations
and no results there from. To date, our activities have been limited to
organizational matters and the preparation and filing of the registration
statement of which this prospectus is a part.
The actual extent of our operations over the next twelve months will be
dependent upon the amount of proceeds raised from this Offering. If only 25
percent of the Offering is sold, we will realize net proceeds of $75,000 after
offering expenses and other fees are paid. This will be sufficient to begin
expanding our web site and engage in preliminary sales and marketing, including
the development of a distribution network in California. If 50 percent of the
Offering is sold, we will realize $200,000 in net proceeds which will be
sufficient to make significant improvements on our website, develop the reach of
our distributor network into neighboring states of Oregon, Nevada and Washington
and pay for Internet search engine placement and broaden our advertising
efforts.
If 75 percent of our Offering is sold we will realize $325,000 in net
proceeds which will allow us to develop our web site even further, broaden our
marketing program and expand our third party network of delivery or fulfillment
centers to the western half of the country with the exception of those states in
which we do not intend to do business. If the entire offering is sold we will
realize $450,000 in net proceeds which we believe will be sufficient to
establish a distribution network in all of the major cities in the United States
with the exception of cities in those states in which we do not intend to make
deliveries. In addition, we will have sufficient funds to complete our web site
development, and undertake a broader marketing program on the Internet. If the
entire offering is sold we believe that within the first twelve months of
operations we will begin generating revenues in excess of expenses which will be
utilized to further expand our business.
Our management's plan of operation for the next twelve months is first
to raise funds from this offering. If the offering is successful, we intend to
use the proceeds primarily to develop a fully functional, interactive web site,
acquiring computer and office equipment, and provide operating capital during
the start up period of operations. Also during this time, we expect to hire
several employees in the areas of web designing,
33
Windows NT network administration and a computer programmer proficient in
Microsoft's VisualBasic, ASP and SiteServer Commerce technologies.
Inasmuch as there is no assurance that this offering will be successful
and that we will receive any net proceeds there from, we have not entered into
any contractual commitments and will not do so unless and until the offering is
completed. Therefore there is absolutely no assurance that we will be able, with
the proceeds of this offering, to successfully commence proposed business
operations. At this time, no assurances can be given with respect to the timing
of commencement of operations or the length of time after commencement that it
will be necessary to fund operations from proceeds of this offering.
Depending on the total amount raised in the offering, we believe that
the net proceeds from the offering will provide working capital for one year
after commencement of operations. However, there is no assurance of this. If we
are unsuccessful, investors will have lost their money and we will not attempt
to pursue further efforts with respect to such business, and it is unlikely we
would have the financial ability to do so in any event. Instead management will
call a shareholders meeting to decide whether to liquidate the company or what
direction our company will pursue, if any. However, we presently have no plans,
commitments or arrangements with respect to any other potential business venture
and there is no assurance we could become involved with any other business
venture, especially any business venture requiring significant capital. The
Company has no intention of seeking other unidentified businesses, assets or
opportunities in the event its business plan is unsuccessful.
Liquidity and Capital Resources
Presently our liquid resources are not sufficient to pay all of the
costs of this offering. We are dependent on completing this offering
successfully in order to obtain the funding necessary to implement our
business plan described above. Our auditors have issued a "going concern"
opinion in Note 7 of our audited financial statements which forms a part of
this prospectus, indicating that we were recently organized, have incurred
losses since inception and have not yet been successful in establishing
profitable operations. We have accumulated $53,977 in losses since inception
through March 31, 2001, as indicated in our financial statements. These
factors raise substantial doubt in our ability to continue as a going
concern. If we are unable to raise the funds in this offering during the next
twelve months, we will not remain as a viable going concern and investors may
lose their entire investment.
LEGAL MATTERS
The validity of the shares offered under this prospectus is being
passed upon for us by Kennan E. Kaeder, Attorney at Law, Suite 1904, 110 West C
Street, San Diego, California 92101.
34
EXPERTS
The financial statements of Worldwineweb.ws, Inc. for the period
from inception on April 13, 2000 through March 31, 2001, included in this
prospectus have been examined by Siegel Smith, 400 S. Sierra Avenue, Suite
100, Solana Beach, CA 92075, independent certified public accountants, as
indicated in their report, and are included in this prospectus in reliance on
the report given upon the authority of that firm as experts in accounting and
auditing.
AVAILABLE INFORMATION
We are filing a registration statement on Form SB-2 with the United
States Securities and Exchange Commission, under the Securities Act of 1933,
covering the securities in this offering. As permitted by rules and regulations
of the Commission, this prospectus does not contain all of the information in
the registration statement. For further information regarding both
Worldwineweb.ws and the securities in this offering, we refer you to the
registration statement, including all exhibits and schedules, which may be
inspected without charge at the public reference facilities of the Commission's
Washington, D.C. office, 450 Fifth Street, N.W., Washington, D.C. 20549. Copies
may be obtained upon request and payment of prescribed fees.
As of the effective date of this prospectus, we will become subject to
the information requirements of the Securities Exchange Act of 1934.
Accordingly, we will file reports and other information with the Commission.
These materials will be available for inspection and copying at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following regional offices of
the Commission: Pacific Regional Office 5670 Wilshire Boulevard, 11th Floor Los
Angeles, CA 90036-3648. Copies of the material may be obtained from the public
reference section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. The Commission maintains an Internet Web site
located at http://www.sec.gov that contains reports, proxy and information
statements and other information regarding issuers that file reports
electronically with the Commission. The site is accessible by the public through
any Internet access service provider.
Copies of our Annual, Quarterly and other Reports filed with the
Commission, starting with the Quarterly Report for the first quarter ended after
the date of this prospectus (due 45 days after the end of the quarter) will also
be available upon request, without charge, by writing Worldwineweb.ws, Inc. 4275
Executive Square, Suite 800, La Jolla, California 92037.
35
WORLDWINEWEB.WS, INC.
[A Development Stage Company]
FINANCIAL STATEMENTS
CONTENTS
Page
Independent Auditors' Report F-1
Balance Sheet F-2
Statement of Operations, for the period from inception F-3
on April 13, 2000 through December 31, 2000
Statement of Stockholders' Equity, from inception F-4
on April 13, 2000 through December 31, 2000
Statement of Cash Flows, for the period from inception F-5
April 13, 2000 through December 31, 2000
Notes to Financial Statements F-6-F-10
Balance Sheet F-11
Statement of Operations, for the period from inception F-12
on April 13, 2001 through March 31, 2001
Statement of Cash Flows, for the period from inception F-13
on April 13, 2001 through March 31, 2001
Footnotes F-14
36
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors and Shareholder
WorldWineWeb.ws, Inc.
We have audited the accompanying balance sheet of WorldWineWeb.ws, Inc. (a
development stage company) as of December 31, 2000, and the related statement of
operations, shareholders' equity (deficit) and cash flows for the period from
inception (April 13, 2000) to December 31, 2000. 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 generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes, on a test basis, examination of evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our 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 WorldWineWeb.ws, Inc. as of
December 31, 2000, and the results of operations and their cash flows for the
period from inception (April 13, 2000) to December 31, 2000, in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 7 to the
financial statements, the Company cannot successfully implement its operating
plan without raising additional capital. This condition raises substantial doubt
about its ability to continue as a going concern. Management's plans regarding
those matters are described in Notes 7 and 8. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
SIEGEL, SMITH & GARBER, LLP
Certified Public Accountants
Solana Beach, California
January 15, 2001
F-1
WORLDWINEWEB.WS, INC.
(A DEVELOPMENTAL STAGE COMPANY)
BALANCE SHEET
DECEMBER 31, 2000
ASSETS
CURRENT ASSETS:
Cash $ 2,192
------------------
TOTAL CURRENT ASSETS 2,192
------------------
$ 2,192
==================
LIABILITIES AND SHAREHOLDERS' EQUITY(DEFICIT)
CURRENT LIABILITIES:
Accrued liabilities $ 8,600
Accrued taxes 800
------------------
TOTAL CURRENT LIABILITIES 9,400
------------------
COMMITMENTS AND CONTINGENCIES -
SHAREHOLDERS' EQUITY (DEFICIT):
Common Stock, no par value, 100,000,000 shares authorized, 25,496
10,000,000 shares issued and outstanding
Additional paid in capital 13,682
Deficit accumulated during the development stage (46,386)
------------------
TOTAL SHAREHOLDERS' EQUITY (DEFICIT) (7,208)
------------------
$ 2,192
==================
The accompanying notes are an integral part of these financial statements
F-2
WORLDWINEWEB.WS, INC.
(A DEVELOPMENTAL STAGE COMPANY)
STATEMENT OF OPERATIONS
INCEPTION (APRIL 13, 2000) TO DECEMBER 31, 2000
REVENUE $ -
EXPENSES:
General and administrative 45,586
-------------------
TOTAL EXPENSES 45,586
-------------------
LOSS BEFORE TAXES (45,586)
INCOME TAXES 800
-------------------
NET LOSS $ (46,386)
===================
BASIC AND DILUTED NET LOSS PER SHARE $ (0.006)
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING 7,640,845
===================
The accompanying notes are an integral part of these financial statements
F-3
WORLDWINEWEB.WS, INC.
(A DEVELOPMENTAL STAGE COMPANY)
STATEMENT OF SHAREHOLDERS' EQUITY(DEFICIT)
FROM INCEPTION (APRIL 13, 2000) TO DECEMBER 31, 2000
Common Stock Common
------------------------------------------- Stock
Number Amount Subscription Additional
of Shares Per Share Total Receivable Paid in Capital
------------------------------------------- ----------------- ------------------
Beginning balance, April 13 - $ - $ - $ - $ -
Issue common shares, May 29 10,000,000 0.0025 25,496 (5,000)
Subscription receivable payment, June 5 5,000
Contributed capital-salary & rent, June 30 1,100
Contributed capital-salary & rent, July 31 1,100
Cash, Aug 2 1,500
Contributed capital-salary & rent, Aug 31 1,100
Contributed capital-salary & rent, Sept 30 1,100
Cash, Oct 10 982
Contributed capital-salary & rent, Oct 31 1,100
Cash, Nov 27 3,500
Contributed capital-salary & rent, Nov 30 1,100
Contributed capital-salary & rent, Dec 31 1,100
Net loss - - -
----------- --------- ----------------- ------------------
Balance, December 31, 2000 10,000,000 $ 25,496 $ - $ 13,682
=========== ========= ================= ==================
Deficit
Accumulated
during the Total
Development Shareholders'
Stage Equity(Deficit)
--------------- -----------------
Beginning balance, April 13 $ - $ -
Issue common shares, May 29 - 20,496
Subscription receivable payment, June 5 5,000
Contributed capital-salary & rent, June 30 1,100
Contributed capital-salary & rent, July 31 1,100
Cash, Aug 2 1,500
Contributed capital-salary & rent, Aug 31 1,100
Contributed capital-salary & rent, Sept 30 1,100
Cash, Oct 10 982
Contributed capital-salary & rent, Oct 31 1,100
Cash, Nov 27 3,500
Contributed capital-salary & rent, Nov 30 1,100
Contributed capital-salary & rent, Dec 31 1,100
Net loss (46,386) (46,386)
-------------- -------------------
Balance, December 31, 2000 $ (46,386) $ (7,208)
============== ===================
The accompanying notes are an integral part of these financial statements
F-4
WORLDWINEWEB.WS, INC.
(A DEVELOPMENTAL STAGE COMPANY)
STATEMENT OF CASH FLOWS
FROM INCEPTION (APRIL 13, 2000) TO DECEMBER 31, 2000
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (46,386)
Adjustments to reconcile net income to net cash
provided by operating activities:
Services provided in-kind 7,700
Increase in accrued liabilities 8,600
Increase in accrued taxes 800
----------------
Net cash provided by operating activities (29,286)
----------------
CASH FLOWS FROM INVESTING ACTIVITIES -
----------------
CASH FLOWS FROM FINANCING ACTIVITES:
Common stock issued for cash 25,496
Additional paid in capital 5,982
----------------
Net cash provided by financing activities 31,478
----------------
Net increase in cash 2,192
CASH, BEGINNING OF THE PERIOD (INCEPTION) -
----------------
CASH, END OF THE PERIOD $ 2,192
================
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Contributed services/additional paid in capital $ 7,700
================
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ -
================
Taxes paid $ -
================
The accompanying notes are an integral part of these financial statements
F-5
WORLDWINEWEB.WS, INC.
(A DEVELOPMENTAL STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
WorldWineWeb.ws, Inc. (the "Company"), a California corporation, was
formed on April 13, 2000 to develop, design, and launch a web portal
offering a variety of information about wine, as well as the sale of
wine from around the world, and various related wine products and
services over the Company's Website. The Company has not commenced the
operations and, therefore, is considered to be in the development
stage.
ACCOUNTING METHOD
The Company records income and expenses on the accrual method.
FISCAL YEAR END
The Company's year end is December 31.
ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of expenses
during the reporting period. Actual results could differ from those
estimates.
INCOME TAXES
The Company reports certain expenses differently for financial and tax
reporting purposes and, accordingly, provides for the related deferred
taxes. Income taxes are accounted for under the liability method in
accordance with SFAS 109, ACCOUNTING FOR INCOME TAXES.
CASH AND CASH EQUIVALENTS
The Company considers all liquid investments with the maturity of three
months or less from the date of purchase that are readily convertible
into cash to be cash equivalents.
RESEARCH AND DEVELOPMENT COSTS
Costs and expenses that can be clearly identified as research and
development are charged to expense as incurred in accordance with SFAS
2, ACCOUNTING FOR RESEARCH AND DEVELOPMENT COSTS. The Company has no
research and development costs for the period reported.
F-6
WORLDWINEWEB.WS, INC.
(A DEVELOPMENTAL STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000
ADVERTISING COSTS
Advertising costs will be expensed as incurred. There was no
advertising expense incurred for the period from inception through
December 31, 2000.
BASIC AND DILUTED NET LOSS PER SHARE
Net loss per share is calculated in accordance with SFAS 128, EARNINGS
PER SHARE for the period presented. Basic net loss per share is based
upon the weighted average number of common shares outstanding. Diluted
net loss per share is based on the assumption that all dilative
convertible shares and stock options were converted or exercised.
Dilution is computed by applying the treasury stock method. Under this
method, options and warrants are assumed to be exercised at the
beginning of the period (or at the time of issuance, if later), and as
if funds obtained thereby we used to purchase common stock at the
average market price during the period.
The Company has no potentially dilative securities, options, warrants
or other rights outstanding. Therefore, basic and diluted net loss per
share is the same.
COMPREHENSIVE INCOME
The Company has adopted SFAS 130, REPORTING COMPREHENSIVE INCOME, which
establishes standards for reporting comprehensive loss and its
components in the financial statements. To date, the Company's
comprehensive loss equals its net loss.
REPORTABLE OPERATING SEGMENTS
SFAS 131, SEGMENT INFORMATION, amends the requirements for companies to
report financial and descriptive information about their reportable
operating segments. Operating segments, as defined in SFAS 131, are
components of an enterprise for which separate financial information is
available and is evaluated regularly by a company in deciding how to
allocate resources and in assessing performance. The financial
information is required to be reported on the basis that is used
internally for evaluating segment performance. The Company intends to
operate one business and operating segment.
NEW ACCOUNTING PRONOUNCEMENTS
In December 1999, the Staff of the Securities and Exchange Commission
released Staff Accounting Bulletin (SAB) No. 101, REVENUE RECOGNITION,
to provide guidance on the recognition, presentation and disclosure of
revenues in financial statements. In June 2000, the SEC staff amended
SAB 101 to provide registrants with additional time to implement SAB
101. The Company will be required to adopt SAB 101 by the fourth
quarter of fiscal 2001. Upon commencement of operations, the Company
intends to adopt the revenue recognition practices to conform to SAB
No. 101. Furthermore, the Company
F-7
WORLDWINEWEB.WS, INC.
(A DEVELOPMENTAL STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000
does not expect the adoption of SAB 101 to have a material effect on
its financial position or results of operation.
In June 1998, the Financial Accounting Standards Board issued SFAS 133,
ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES. This
statement requires companies to record derivatives on the balance sheet
as assets or liabilities, measured at fair value. Gains or losses
resulting from changes in the values of those derivatives would be
accounted for depending on the use of the derivative and whether it
qualifies for hedge accounting. SFAS 133 will be effective for the
Company's year ending December 31, 2001. The Company does not expect
any impact from the adoption of this statement on the Company's
financial position, results of operations or cash flows.
In April 1998, the American Institute of Certified Public Accountants
issued Statement of Position 98-5 (SOP 98-5), REPORTING ON THE COSTS OF
START-UP ACTIVITIES. SOP 98-5, which is effective for fiscal years
beginning after December 15, 1998, provides guidance on the financial
reporting of start-up costs and organization costs. It requires costs
of start-up activities and organization costs to be expensed as
incurred. As the Company has not yet begun operations, all costs
associated with start-up activities are expensed as incurred.
In March 1998, the American Institute of Certified Public Accountants
issued Statement of Position 98-1 (SOP 98-1), ACCOUNTING FOR THE COSTS
OF COMPUTER SOFTWARE DEVELOPED OR OBTAINED FOR INTERNAL USE. SOP 98-1
is effective for financial statements for years beginning after
December 15, 1998. SOP 98-1 provides guidance over accounting for
computer software developed or obtained for internal use including the
requirement to capitalize specific costs and amortization of such
costs. The company intends to implement SOP 98-1 when operations
commence and anticipates no impact on the Company's financial position
or results of operations.
2. SHAREHOLDERS' EQUITY
COMMON STOCK
In April 2000, the Company issued 10,000,000 shares of common stock to
a single shareholder for $20,496 in cash and a $5,000 common stock
subscription receivable. In June 2000, the Company collected the entire
outstanding balance related to the common stock subscription receivable
of $ 5,000.
ADDITIONAL PAID IN CAPITAL
The Company's sole shareholder contributes his time and services to the
Company, without charge. The Company records this contribution as
additional paid in capital. Through December 31, 2000, services
contributed to and recorded by the Company is $ 4,900. Additionally,
the Company's sole shareholder contributes office space to the Company
without charge. The Company records
F-8
WORLDWINEWEB.WS, INC.
(A DEVELOPMENTAL STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000
this contribution as additional paid in capital. Through December 31,
2000, services contributed to and recorded by the Company related to
office space is $2,800.
3. COMMITMENTS
The Company has made no material commitments.
4. RELATED PARTY
The Company uses office space and the mailing address of the sole
shareholder and director, without charge, as its address of record. The
cost associated with this through December 31, 2000 is $2,800 and is
recorded as rent expense. The Company anticipates continuing to record
the estimated market value of office space throughout 2001.
The sole shareholder has made contributions of time to the Company
without compensation for his efforts organizing the Company. The
Company estimates the market value of the time and services contributed
for administrative matters at $4,900 through December 31, 2000. In the
future, this shareholder intends to contribute time and services to the
Company without compensation. The Company anticipates the continuation
of recording the market value of these services at approximately the
same level.
5. LOSS PER SHARE
As discussed in Note 1, historical net loss per share is calculated in
accordance with SFAS No. 128. The following table reconciles the
numerator and denominator for the calculation:
---------------------------------------------------------------------- -----------------------------
INCEPTION
(APRIL 13, 2000)
TO DEC 31, 2000
---------------------------------------------------------------------- -----------------------------
BASIC AND DILUTED LOSS PER SHARE
---------------------------------------------------------------------- -----------------------------
Numerator:
---------------------------------------------------------------------- -----------------------------
Net loss $ ( 46,386)
---------------------------------------------------------------------- -----------------------------
Denominator:
---------------------------------------------------------------------- -----------------------------
Basic and diluted weighted average number of
common shares outstanding during the period 7,640,845
---------------------------------------------------------------------- -----------------------------
Basic and diluted loss per share $ (0.006)
---------------------------------------------------------------------- -----------------------------
F-9
WORLDWINEWEB.WS, INC.
(A DEVELOPMENTAL STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000
6. PROVISION FOR INCOME TAXES
As of December 31, 2000, WorldWineWeb.ws, Inc. has a federal net
operating loss carry forward of approximately $10,970. The net
operating loss carry forward will expire at various dates through 2015
if not utilized. Utilization of the net operating loss and tax credit
carry forwards may be subject to substantial annual limitations due to
the ownership change limitations provided by the Internal Revenue Code
of 1986, as amended, and similar state provisions. The annual
limitation may result in the expiration of net operating loss and tax
credit carry forwards before utilization.
Because the Company may not receive any benefit for its historical
operating losses, WorldWineWeb.ws, Inc. has provided a full valuation
allowance against its deferred tax asset. Significant components of net
deferred tax assets at December 31, 2000 consist of the following:
Net operating loss carry forward................................ $ 10,970
---------
Total deferred tax assets....................................... 10,970
Valuation allowance............................................. (10,970)
--------
Net deferred tax assets......................................... $ --
=========
7. GOING CONCERN
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. This basis of accounting
contemplates the recovery of the Company's assets and the satisfaction
of its liabilities in the normal course of business. Since inception,
the Company has not been engaged in any significant organizational
activities and has not begun operations. Through December 31, 2000, the
Company had incurred losses of $46,386. Successful completion of the
Company's business plan is dependent upon obtaining financing in order
to have the necessary resources to acquire a company. The Company's
management believes that if the financing is not successful, the
business plan will be seriously inhibited.
8. SIGNIFICANT EVENTS
The Company has filed a registration statement on Form SB-2 with the
Securities and Exchange Commission pursuant on August 21, 2000 is
awaiting approval. Under this filing, the Company has proposed making a
public offering of 5,000,000 shares of its previously authorized but
unissued common stock. The anticipated proceeds from the offering will
be used to initiate and implement the Company's business plan.
F-10
WORLDWINEWEB.WS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
ASSETS
Unaudited
March 31, 2001 December 31, 2000
-------------------------- -------------------------
CURRENT ASSETS:
Cash $ 2,047 $ 2,192
-------------------------- -------------------------
TOTAL CURRENT ASSETS 2,047 2,192
-------------------------- -------------------------
$ 2,047 $ 2,192
========================== =========================
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable $ 2,846 $ -
Accrued liabilities 5,200 9,400
-------------------------- -------------------------
TOTAL CURRENT LIABILITIES 8,046 9,400
-------------------------- -------------------------
COMMITMENTS AND CONTINGENCIES - -
SHAREHOLDERS' EQUITY (DEFICIT):
Common Stock, no par value, 100,000,000 shares authorized,
10,000,000 shares issued and outstanding 47,978 39,178
Accumulated deficit (53,977) (46,386)
-------------------------- -------------------------
TOTAL SHAREHOLDERS' EQUITY (DEFICIT) (5,999) (7,208)
-------------------------- -------------------------
$ 2,047 $ 2,192
========================== =========================
See Footnotes
F-11
WORLDWINEWEB.WS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
Cumulative
(Unaudited) from Inception
Three months ending (April 13, 2000) to
March 31, 2001 March 31, 2001
--------------------------------------------------------
REVENUE $ - $ -
GENERAL & ADMINISTRATIVE EXPENSES 7,591 53,977
NET LOSS $ (7,591) $ (53,977)
========================== =======================
BASIC AND DILUTED NET LOSS PER SHARE $ (0.001) $ (0.007)
========================== =======================
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING 10,000,000 8,208,556
========================== =======================
See Footnotes
F-12
WORLDWINEWEB.WS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
Cumulative
(Unaudited) from Inception
Three months ending (April 13, 2000) to
March 31, 2001 March 31, 2001
----------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (7,591) $ (53,977)
Adjustments to reconcile net income to net
cash used by operating activities:
Increase (decrease) in accounts payable 2,846 2,846
Increase (decrease) in accrued liabilities (4,200) 5,200
Contributed capital - rent and salary 3,300 11,000
---------------------- -----------------------
Net cash used by operating activities (5,645) (34,931)
---------------------- -----------------------
CASH FLOWS FROM INVESTING ACTIVITIES - -
---------------------- -----------------------
CASH FLOWS FROM FINANCING ACTIVITES:
Initial cash investment for common stock - 25,000
Additional cash contribution 5,500 11,978
---------------------- -----------------------
Net cash provided by financing activities 5,500 36,978
---------------------- -----------------------
Net increase (decrease) in cash (145) 2,047
CASH, BEGINNING OF THE PERIOD (INCEPTION) 2,192 -
---------------------- -----------------------
CASH, END OF THE PERIOD $ 2,047 $ 2,047
====================== =======================
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Contributed services/additional paid in capital $ - $ -
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ - $ -
Taxes paid $ - $ -
See Footnotes
F-13
WORLDWINEWEB.WS, INC.
(A DEVELOPMENTAL STAGE COMPANY)
FOOTNOTES
MARCH 31, 2001
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
WorldWineWeb.ws, Inc., a California corporation, was formed on April
13, 2000 to develop, design, and launch a Web portal offering a variety
of information, products and services about wine from around the world.
The Company has not commenced planned principal operations and,
therefore, is considered to be in the development stage.
INTERIM PERIODS
The accompanying unaudited financial statements have been prepared in
accordance with the instructions of Form 10-SBQ and do not include all
of the information required by generally accepted accounting principles
for complete financial statements. In the opinion of the Company's
management, all necessary adjustments (consisting of normal recurring
adjustments) for a fair presentation have been included. Operating
results for the three months ending March 31, 2001 are not necessarily
indicative of results for any future period. These statements should be
read in conjunction with the financial statements and notes thereto for
the period beginning at inception (April 13, 2000) through December 31,
2000 included in the Company's Form 10-SB2.
GOING CONCERN
Our independent certified public accountants have issued an opinion
that the Company will continue as a going concern based upon our
financial statements and notes thereto for the period beginning at
inception (April 13, 2000) through December 31, 2000. Since
inception, the Company has not commenced business operations and has
accumulated a net loss of $57,977 through March 31, 2001. The
Company has no significant assets, and is totally dependent upon the
successful completion of this offering and receipt of the proceeds
there from, of which there is no assurance, for the ability to
commence its proposed business operations. If financing from this
Offering is not successful, the Company believes its business plan
will be seriously inhibited.
F-14
[LOGO WORLDWINEWEB.WS, INC.]
WORLDWINEWEB.WS, INC.
[A Development Stage Company]
5,000,000 Shares
Common Stock
$0.10 Per Share
--------------
PROSPECTUS
--------------
WORLDWINEWEB.WS, INC.
3665 Ruffin Road, Suite 115
San Diego, CA 92123
June 1, 2001
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The statutes, charter provisions, bylaws, contracts or other
arrangements under which controlling persons, directors or officers of the
issuer are insured or indemnified in any manner against any liability which they
may incur in such capacity are as follows:
1. Section 317 of the California General Corporation Law provides that
each corporation shall have the following powers:
(a) For the purposes of this section, "agent" means any person who is or was
a director, officer, employee or other agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another foreign or domestic corporation, partnership, joint venture,
trust or other enterprise, or was a director, officer, employee or agent of a
foreign or domestic corporation which was a predecessor corporation of the
corporation or of another enterprise at the request of the predecessor
corporation; "proceeding" means any threatened, pending or completed action
or proceeding, whether civil, criminal, administrative or investigative; and
"expenses" includes without limitation attorneys' fees and any expenses of
establishing a right to indemnification under subdivision (d) or paragraph
(4) of subdivision (e).
(b) A corporation shall have power to indemnify any person who was or is a party
or is threatened to be made a party to any proceeding (other than an action by
or in the right of the corporation to procure a judgment in its favor) by reason
of the fact that the person is or was an agent of the corporation, against
expenses, judgments, fines, settlements, and other amounts actually and
reasonably incurred in connection with the proceeding if that person acted in
good faith and in a manner the person reasonably believed to be in the best
interests of the corporation and, in the case of a criminal proceeding, had no
reasonable cause to believe the conduct of the person was unlawful. The
termination of any proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which the
person reasonably believed to be in the best interests of the corporation or
that the person had reasonable cause to believe that the person's conduct was
unlawful.
(c) A corporation shall have power to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending, or completed
action by or in the right of the corporation to procure a judgment in its favor
by reason of the fact that the person is or was an agent of the corporation,
against expenses actually and reasonably incurred by that person in connection
with the defense or settlement of the action if the person acted in good faith,
in a manner the person believed to be in the best interests of the corporation
and its shareholders. No indemnification shall be made under this subdivision
for any of the following:
(1) In respect of any claim, issue or matter as to which the person shall have
been adjudged to be liable to the corporation in the performance of that
person's duty to the corporation and its shareholders, unless and only to the
extent that the court in which the proceeding is or was pending shall determine
upon application that, in view of all the circumstances of the case, the person
is fairly and reasonably entitled to indemnity for expenses and then only to the
extent that the court shall determine.
(2) Of amounts paid in settling or otherwise disposing of a pending action
without court approval.
(3) Of expenses incurred in defending a pending action which is settled or
otherwise disposed of without court approval.
II-1
(d) To the extent that an agent of a corporation has been successful on the
merits in defense of any proceeding referred to in subdivision (b) or (c) or in
defense of any claim, issue, or matter therein, the agent shall be indemnified
against expenses actually and reasonably incurred by the agent in connection
therewith.
(e) Except as provided in subdivision (d), any indemnification under this
section shall be made by the corporation only if authorized in the specific
case, upon a determination that indemnification of the agent is proper in the
circumstances because the agent has met the applicable standard of conduct set
forth in subdivision (b) or (c), by any of the following:
(1) A majority vote of a quorum consisting of directors who are not parties to
such proceeding.
(2) If such a quorum of directors is not obtainable, by independent legal
counsel in a written opinion.
(3) Approval of the shareholders (Section 153), with the shares owned by the
person to be indemnified not being entitled to vote thereon.
(4) The court in which the proceeding is or was pending upon application made by
the corporation or the agent or the attorney or other person rendering services
in connection with the defense, whether or not the application by the agent,
attorney or other person is opposed by the corporation.
(f) Expenses incurred in defending any proceeding may be advanced by the
corporation prior to the final disposition of the proceeding upon receipt of an
undertaking by or on behalf of the agent to repay that amount if it shall be
determined ultimately that the agent is not entitled to be indemnified as
authorized in this section. The provisions of subdivision (a) of Section 315 do
not apply to advances made pursuant to this subdivision.
(g) The indemnification authorized by this section shall not be deemed exclusive
of any additional rights to indemnification for breach of duty to the
corporation and its shareholders while acting in the capacity of a director or
officer of the corporation to the extent the additional rights to
indemnification are authorized in an article provision adopted pursuant to
paragraph (11) of subdivision (a) of Section 204. The indemnification provided
by this section for acts, omissions, or transactions while acting in the
capacity of, or while serving as, a director or officer of the corporation but
not involving breach of duty to the corporation and its shareholders shall not
be deemed exclusive of any other rights to which those seeking indemnification
may be entitled under any bylaw, agreement, vote of shareholders or
disinterested directors, or otherwise, to the extent the additional rights to
indemnification are authorized in the articles of the corporation. An article
provision authorizing indemnification "in excess of that otherwise permitted by
Section 317" or "to the fullest extent permissible under California law" or the
substantial equivalent thereof shall be construed to be both a provision for
additional indemnification for breach of duty to the corporation and its
shareholders as
II-2
referred to in, and with the limitations required by, paragraph (11) of
subdivision (a) of Section 204 and a provision for additional indemnification as
referred to in the second sentence of this subdivision. The rights to indemnity
hereunder shall continue as to a person who has ceased to be a director,
officer, employee, or agent and shall inure to the benefit of the heirs,
executors, and administrators of the person. Nothing contained in this section
shall affect any right to indemnification to which persons other than the
directors and officers may be entitled by contract or otherwise.
(h) No indemnification or advance shall be made under this section, except as
provided in subdivision (d) or paragraph (4) of subdivision (e), in any
circumstance where it appears:
(1) That it would be inconsistent with a provision of the articles, bylaws, a
resolution of the shareholders, or an agreement in effect at the time of the
accrual of the alleged cause of action asserted in the proceeding in which the
expenses were incurred or other amounts were paid, which prohibits or otherwise
limits indemnification.
(2) That it would be inconsistent with any condition expressly imposed by a
court in approving a settlement.
(i) A corporation shall have power to purchase and maintain insurance on behalf
of any agent of the corporation against any liability asserted against or
incurred by the agent in that capacity or arising out of the agent's status as
such whether or not the corporation would have the power to indemnify the agent
against that liability under this section. The fact that a corporation owns all
or a portion of the shares of the company issuing a policy of insurance shall
not render this subdivision inapplicable if either of the following conditions
are satisfied: (1) if the articles authorize indemnification in excess of that
authorized in this section and the insurance provided by this subdivision is
limited as indemnification is required to be limited by paragraph (11) of
subdivision (a) of Section 204; or (2) (A) the company issuing the insurance
policy is organized, licensed, and operated in a manner that complies with the
insurance laws and regulations applicable to its jurisdiction of organization,
(B) the company issuing the policy provides procedures for processing claims
that do not permit that company to be subject to the direct control of the
corporation that purchased that policy, and (C) the policy issued provides for
some manner of risk sharing between the issuer and purchaser of the policy, on
one hand, and some unaffiliated person or persons, on the other, such as by
providing for more than one unaffiliated owner of the company issuing the policy
or by providing that a portion of the coverage furnished will be obtained from
some unaffiliated insurer or reinsurer.
(j) This section does not apply to any proceeding against any trustee,
investment manager, or other fiduciary of an employee benefit plan in that
person's capacity as such, even though the person may also be an agent as
defined in subdivision (a) of the employer corporation. A corporation shall have
power to indemnify such a trustee, investment manager, or other fiduciary to the
extent permitted by subdivision (f) of Section 207.
II-3
2. The Issuer's Articles of Incorporation limit liability of its Officers and
Directors to the full extent permitted by the California General Corporation
Law. The bylaws provide for indemnification in accordance with the foregoing
statutory provisions.
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION*
The following table sets forth all estimated costs and expenses, other than
underwriting discounts, commissions and expense allowances, payable by the
issuer in connection with the maximum offering for the securities included in
this registration statement:
Amount
SEC Registration fee $ 264.00
Blue sky fees and expenses $ 6,000.00
Legal fees and expenses $20,000.00
Printing and shipping expenses $ 4,000.00
Accounting fees and expenses $ 5,000.00
Transfer and Miscellaneous expenses $ 4,000.00
Total $39,264.00
* All expenses are estimated except the Commission filing fee.
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.
The following sets forth information relating to all previous sales of
Common stock by the Registrant which sales were not registered under the
Securities Act of 1933.
In connection with the organization of our company, our founding
shareholder, Marc St. Cyr, paid an aggregate of $25,496 cash to purchase
10,000,000 shares of common stock of our company on April 13, 2000. This
transactions were not registered under the Securities Act of 1933 (the "Act")
in reliance on the exemption from registration in Section 4(2) of the Act.
The securities were offered and sold without any general solicitation to
persons affiliated with the Issuer as founding shareholders, are subject to
the resale provisions of Rule 144 and may not be sold or transferred without
registration except in accordance with Rule 144. Certificates representing
the securities bear such a legend.
ITEM 27. EXHIBITS INDEX.
Number Exhibit Name
- ------ ------------
1.1 Subscription Agreement*
3.1 Articles of Incorporation*
3.2 By-Laws*
5.0 Opinion Regarding Legality
23.1 Consent of Siegel, Smith & Garber
23.5 Consent of Kennan E. Kaeder
All other Exhibits called for by Rule 601 of Regulation S-B are not applicable
to this filing. Information pertaining to our common stock is contained in our
Articles of Incorporation and By-Laws.
* Previously filed.
II-4
ITEM 28. UNDERTAKINGS.
The undersigned registrant undertakes:
(1) To file, during any period in which offer or sales are being made, a
post-effective amendment to this registration statement:
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)
which, individually or in the aggregate, represent a fundamental change in the
information in the registration statement;
III. To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to the information in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of securities at that time shall be deemed to be the
initial bona fide offering.
(3) 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.
Subject to the terms and conditions of Section 15(d) of the Securities Exchange
Act of 1934, the undersigned Registrant hereby undertakes to file with the
Securities and Exchange Commission any supplementary and periodic information,
documents, and reports as may be prescribed by any rule or regulation of the
Commission heretofore or hereafter duly adopted pursuant to authority conferred
to that section.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, and controlling persons of
the Registrant pursuant to our certificate of incorporation or provisions of
California law, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission the indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. If a claim for indemnification against liabilities (other than
the payment by the Registrant)of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of
any action, suit, or proceeding is asserted by a director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of our counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether the indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication
of the issue.
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and has duly caused this
registration statement to be signed on our behalf by the undersigned, in the
City of San Diego, State of California, on June 1, 2001.
(Registrant) Worldwineweb.ws, Inc.
By (signature and title) /s/ Marc St. Cyr
----------------------------------
President, Treasurer, and Director
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.
(signature) /s/ Marc St. Cyr
----------------------------------
(title) President, Chief Executive Officer,
Secretary, Chairman of the Board
(date) June 1, 2001
(signature) /s/ Marc St. Cyr
----------------------------------
(title) Principal Financial Officer
(date) June 1, 2001
II-6
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
REGISTRATION STATEMENT
ON FORM SB-2/A
UNDER
THE SECURITIES ACT OF 1933
WORLDWINEWEB.WS, INC.
INDEX TO EXHIBITS
- ---------------------------------------------------------------
SEC REFERENCE TITLE OF DOCUMENT
NUMBER
- ---------------------------------------------------------------
1.1 Subscription Agreement*
- ---------------------------------------------------------------
3.1 Articles of Incorporation*
- ---------------------------------------------------------------
3.2 Bylaws*
- ---------------------------------------------------------------
5.0 Opinion Regarding Legality
- ---------------------------------------------------------------
23.1 Consent of Siegel, Smith & Garber
- ---------------------------------------------------------------
23.5 Consent of Kennan E. Kaeder
* Previously filed.