UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
(Amendment No. )
Double E Corporation
- --------------------------------------------------------------------------------
(Name of small business issuer in its charter)
Nevada 3441 75-30199495
- ------------------------------ ---------------------------- -------------------
(State or jurisdiction of (primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
3535 N.W. 58th Street -- Ste. 770, Oklahoma City, OK 73112
- --------------------------------------------------------------------------------
(Address and telephone number of principal executive offices)
- --------------------------------------------------------------------------------
(Address of principal place of business or intended principal place of business)
George Cole, 3535 N.W. 58th Street --
Ste. 770, Oklahoma City, OK 73122 (405) 943-8008
- --------------------------------------------------------------------------------
(Name, address and telephone number of agent for service)
Approximate date of proposed sale to public ____________________________________
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration 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
<Table>
<Caption>
TITLE OF EACH CLASS DOLLAR PROPOSED PROPOSED
OF SECURITIES TO BE AMOUNT TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE AMOUNT OF
REGISTERED REGISTERED PRICE PER UNIT OFFERING PRICE REGISTRATION FEE
- ------------------- ------------ ------------------ ----------------- ----------------
Double E Corporation 10,101,000 shares $0.01 $101,010 $9.29
</Table>
RISK FACTORS
The company's business is subject to numerous risk factors. You should carefully
consider the following risk factors, before investing in the shares.
WE MAY HAVE CONFLICTS OF INTEREST BECAUSE OF OUR INVOLVEMENT IN OTHER COMPANIES.
The management of our company has participated in or is currently participating
in the formation of other companies. These companies may be in direct
competition with us. Many states including Nevada, our state of incorporation,
have enacted laws to address conflicts of interest and breaches of fiduciary
duties by management. A shareholder could encounter high expenses trying to
obtain legal recourse under state law. These expenses could make any interest in
our company unprofitable.
If we enter into an agreement to merge with or acquire another company our
directors and officers may remain with the surviving company. Or, the merger or
acquisition agreement may call for payments to our officers and directors for
services. Because our Articles of Incorporation indemnify our officers and
directors from certain liabilities, including those arising under the securities
laws, our company assets could be used or attached to satisfy those liabilities.
This could have a very negative effect on the value of our shares.
OUR COMPANY ENGAGES IN A SPECULATIVE BUSINESS.
If our business plan is to be successful we will have to rely on the financial
condition and management of a company that we have not yet acquired.
NO PUBLIC MARKET FOR OUR STOCK.
There is no public market for our stock and one may never develop. Also, we
could be classified as a penny stock under the Securities Exchange Act of 1934.
A penny stock is a stock that sells for less than $5.00 and is not quoted on
NASDAQ or on any exchange. As a result, a stockholder desiring to sell his
shares may be unable to find a price for the shares or a buyer. This could lead
to the loss of the shareholders entire investment.
HIGHLY COMPETITIVE BUSINESS
Our company will compete with companies that are larger, more experienced and
have greater financial resources, technical expertise and management capability
than we do. As a result, we may not be competitive in the market place and our
business plan could fail. We will also compete with other small public companies
seeking a merger or acquisition candidate, which may be more successful than us.
No one can be assured that we will be able to negotiate a business combination
favorable to us.
REPORTING REQUIREMENTS
Under the requirements of the Securities Exchange Act of 1934, we will be
required to provide information about acquisitions. This will include audited
financial statements of the company to be acquired, which must be furnished
within 75 days following the effective date of business combination. Any
additional time and expense for some potential target companies to prepare
audited financial statements may significantly delay or stop the merger or
acquisition from being completed.
In cases where audited financials are unavailable, we will have to rely upon
unaudited information that has not been verified by outside auditors. The risk
increases the prospect that a business combination with this business entity
might prove to be unfavorable.
WE WILL LIKELY HAVE A CHANGE IN CONTROL AND MANAGEMENT FOLLOWING A BUSINESS
COMBINATION. IF THIS HAPPENS CURRENT MANAGEMENT WILL NOT BE INVOLVED IN THE
MANAGEMENT OF YOUR INVESTMENT.
A business combination involving the issuance of our common stock will, in all
likelihood, result in shareholders of the target company obtaining a controlling
interest in our company. As a condition of the business combination agreement,
we may agree to sell or transfer all or a portion of its common stock to provide
the target company with all or a majority control Double E. The resulting change
in control will occur without your vote and will likely result in the removal of
our current management and a corresponding reduction in or elimination of its
participation in the future affairs of the company. This might or might not
affect the value of your investment.
STATE REGULATIONS MIGHT AFFECT THE TRANSFERABILITY OF DOUBLE E SHARES.
We have not registered our shares for resale under the securities or "blue sky"
laws of any state and have no plans to do so. Current shareholders, and persons
who desire to purchase the shares in any trading market that may develop in the
future, should be aware that there might be significant state restrictions upon
the ability of new investors to purchase the securities.
SEC and "blue sky" laws, regulations, orders, or interpretations place
limitations on offerings or sales of securities by "blank check" companies, or
in "blind-pool" offerings, or if such securities represent "cheap stock"
previously issued to promoters or others. These limitations typically provide,
in the form of one or more of the following limitations, that such securities
are:
Not eligible for sale under exemption provisions permitting sales
without registration to accredited investors or qualified purchasers;
Not eligible for the transactional exemption from registration for
non-issuer transactions by a registered broker-dealer;
Not eligible for registration under the simplified small corporation
offering registration (SCOR) from available in many states;
Not eligible for the "solicitations of interest' exception to securities
registration requirements available in many states;
Required to be placed in escrow and the proceeds received held in escrow
subject to various limitations; or
Not permitted to be registered or exempted from registration, and thus
not be permitted to be sold in the state under any circumstances.
Virtually all 50 states have adopted one or more of these limitations, or other
limitations or restrictions affecting the sale or resale of stock of blank check
companies, or securities sold in "blind pool" offerings or "cheap stock" issued
to promoters or others. Specific limitations on offerings by blank check
companies (or companies meeting such a definition, i.e., having no current
business operations and no specific business plan or purpose) have been adopted
in:
Alaska Nebraska South Carolina
Arkansas Maryland South Dakota
California New Mexico Tennessee
Delaware Ohio Texas
Florida Oklahoma Utah
Georgia Oregon Vermont
Idaho Pennsylvania Washington
Indiana Rhode Island
We have no plans to register our shares in any state and do not anticipate
doing so until after the consummation of a merger or acquisition. Double E has
not taken, and does not contemplate taking, any steps to ensure compliance with
state securities laws.
A BUSINESS COMBINATION MAY RESULT IN UNFAVORABLE TAX TREATMENT, WHICH COULD
INCREASE OUR BUSINESS COST AND DECREASE ANY RETURN TO INVESTORS.
Federal and state tax consequences will, in all likelihood, be major
considerations in any business combination. Such transactions may be structured
so as to result in tax-free treatment to both companies, pursuant to various
federal and state tax provisions. We intend to structure any business
combination so as to minimize the federal and state tax consequences. However,
there can be no assurance that a business combination will meet the statutory
requirements of a tax-free reorganization or that the parties will obtain the
intended tax-free treatment upon a transfer of stock or assets. A non-qualifying
reorganization could result in the imposition of both federal and state taxes
and may have an adverse effect on both parties to the transaction and their
shareholders.
FORWARD LOOKING INFORMATION
Some of the statements contained in the prospectus summary and throughout this
prospectus, such as statements regarding our growth strategy, are forward
looking statements as defined in the Securities Act of 1933. Since these forward
looking statements include risks and uncertainties, actual results may differ
materially from those expressed or implied by such statements. Factors that
could cause actual results to differ materially include, but are not limited to,
those in "Risk Factors", "Management's Discussion and Analysis of Financial
Condition and Plan of Operations" and "Business", as well as those discussed
throughout this prospectus.
USE OF PROCEEDS
The principal purpose of this registration statement is to acquire, through
re-organization all of the issued and outstanding shares of Double E
International Inc. Upon the effectiveness of this registration statement all of
the issued and outstanding shares of Double E Corporation will be registered for
re-sale under the act. There will be no cash proceeds at the time of
re-organization. While we will bear the expenses of the registration of our
shares we will not receive any proceeds from any re-sale of shares that might
occur in the future.
MARKET INFORMATION
Our common stock is not listed or quoted at the present time, and there is no
present public market for our common stock. There can be no assurance that a
public market will ever develop.
DIVIDEND POLICY
We have never declared or paid cash dividends on its capital stock. We presently
intend to retain earnings, if any, to finance the growth and development of our
business and we do not anticipate paying any cash dividends in the foreseeable
future.
HOLDERS
As of the date of this prospectus, there is (one) 1 shareholder of record.
SELLING SHAREHOLDERS
The following table sets forth certain information as of the date of this
prospectus, with respect to the selling shareholders for whom Double E is
registering shares. The shares listed in the table were issued to Great Midwest
Corporation for cash at $0.001 (par value) per share. There are no known
relationships between any of the shareholders, or Double E's management, except
that George Cole, a major shareholder in Great Midwest Corporation serves as an
advisor to the Company.
Date of Method of Shares owned Maximum No.
Name of Original Original Prior to of Shares to be
Security Holder Issue Issuance Offering Sold
- --------------- -------- ----------- ------------ ---------------
Great Midwest(1) 12/23/01 Purchase(2) 100,000(3) 100,000(3)
(1) Great Midwest is the sole shareholder of Double E
(2) These shares were issued in reliance on Section 4(2) of the
Securities Act. In consideration of Great Midwest's contribution
$1,000 toward the organizational expenses of Double E, Double E
issued Great Midwest 100% of Double E's outstanding common stock.
(3) Restricted shares
All of the shares offered by this prospectus may be offered for resale, from
time to time, by the Selling Shareholders, pursuant to this prospectus, in one
or more private or negotiated transactions, in open market transactions in the
over-the-counter market, or otherwise, or by a combination of these methods, at
fixed prices that may be changed, at market prices prevailing at the time of the
sale, at prices related to such market prices, at negotiated prices, or
otherwise. The selling shareholders may effect these transactions by selling
their shares directly to one or more purchasers or to or through broker-dealers
or agents. The compensation to a particular broker-dealer or agent may be in
excess of customary commissions. Each of the selling shareholders may be deemed
an "underwriter" within the meaning of the Securities Act in connection with
each sale of shares. The selling shareholders will pay all commissions, transfer
taxes and other expenses associated with their sales.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND PLAN OF OPERATIONS
We ask that you read the following discussion in conjunction with Double E's
Financial Statements, including the accompanying notes thereto, which appear
elsewhere in this prospectus.
COMPANY OVERVIEW
Our company was organized on October 28, 1992 and has no operations to date. Our
common stock is not listed on any recognized exchange or quoted on any quotation
medium. We cannot assure you that we will ever acquire a suitable merger or
acquisition candidate or that its common stock will ever develop a trading
market.
PLAN OF OPERATIONS -- GENERAL
We plan to acquire all of the issued and outstanding shares, and therefore the
business of, Double E International, Inc. in exchange for the stock registered
by this registration statement. At this time we have no plan or proposal,
agreement, arrangement or understanding to acquire or merge with any other
company.
Double E International, Inc is in the manufactured housing and classroom
business. It was incorporated in 1982 and manufactures the automated equipment
used in robot production lines to manufacture structural insulated panels
("SIP"). The machine line and the licensing the intellectual assets are made
available to individuals, partnerships and corporations.
The company we are acquiring, Double E International, Inc, has completed
research and development, built machines and developed designs and processes to
build manufactured housing and classroom facilities. It is a manufacturer of
automated equipment used in a robot line to manufacture structural insulated
panels for building houses, classrooms and other structures. A financial format
has been developed which will allow licensing to individuals, partnership
corporations and governments agencies and subdivisions.
After the acquisition we intend to earn income from three sources:
A. Manufacturing Automated Equipment
B. Licensing
C. Joint Venture manufactured housing & classroom operations
We feel that the designs of the homes are unique and depart from
conventional methods of construction, comply with standard building codes. The
structural integrity of the wall and roof components is as great or greater than
a conventional home. A roof fastening system securely fastens the roof to the
walls. The walls become a part of the foundation and are anchored to the
footings deep within the ground. A monolithic footing ties the entire home
together in a compact cell configuration. This design makes a home highly
resistant to 180 mph hurricane and tornado wind forces, and earthquakes 7.3
Richter scale force readings. The use of composite materials renders the homes
and classrooms free of a fire hazard. We made study and an analysis of recent
severe storms evaluating the damage that was incurred. Comparing the structure
failures of damaged homes, the Company is confident that failure of a Double E
structure is not likely to occur.
Certification in the State of California has been completed. The filing of this
format and filing of an addendum to address local conditions, is necessary to
establish certification in other states. When certification is in place, a
manufacturing operation is qualified to produce homes, classrooms and buildings
for HUD, VA, FHA, FEMA, and all government funded and guaranteed programs.
Plants operated in foreign countries and applying for World Bank, IMF, or other
fund programs, qualify for these funds under this format.
INTELLECTUAL ASSETS
Our intellectual assets will consist of the following:
(a) Complete engineering and designs of a robot line for manufactured
housing & classroom machines,
(b) Test results of the machines
(c) The engineering programs for operating the robots,
(d) The process for operations, which complies with all government
regulations and codes.
(e) Operational Manuals that meet all state, federal and world
organization requirements,
(f) Licensing format,
(g) Designs for classrooms for the mandated school program.
(h) Designs for housing and classrooms for military bases. Building,
home, and classroom designs in compliance with all codes, FHA, VA,
HUD), FEMA and World institutions possessing the following
qualities:
(1) Earthquake proof with 7.3 Richter scale standard
(2) Hurricane proof up to 250 mph wind forces,
(3) Tornado proof up to 250 mph forces,
(4) Typhoon proof up to 300 mph wind forces,
(5) R-factor of 26 in the four-inch walls, and R-factor of 38
in six inch ceilings,
(6) Design and structural approval by Dade county building
codes up to ten stories.
Product Line
Operating in a very highly regulated industry we will produce
the following products and offers these services and products:
(I) A semi-automated "Robotic Line" to produce manufactured
homes and classrooms.
(3) (2) A "Licensing Format" providing basic criteria for
PURPOSE
We hope to emerge as a leader in technology associated with robot lines
for the productions of manufactured housing and classrooms. The process and the
machines are designed to produce quality homes and classrooms. The Company will
continue to enhance the products and its sole purpose is to provide the best in
the industry.
THE INDUSTRY
We will manufacture a robot line to compete in industrialized manufactured
housing and classroom industry. It is concentrating on the classroom market
created by the mandate of the Federal and State to reduce classroom students to
20 students from 40 students for grades kindergarten through 4th, and reduce
classroom students to 34 from 45 students for 4th grade through 8th grade. The
present production from the dozen or so Certified California Manufactured
Classroom Plants is at capacity, about 3000 units annually. The demand and need
at the present time is an estimated 8,000 units annually. Presently, delivery
time of new units for classrooms is running at about fourteen months.
COST EFFECTIVE PROCESS
Our process relies on the cost effective repetitive operation of the machines,
the mass production capabilities, the elimination of a large labor force, the
use of micro-processor applications, exacting jig qualities, and automation
which provides for a cost effective method for producing housing and classrooms.
DOMESTIC & FOREIGN MARKET
The markets for our finished product consist of Low Income Housing, Industrial
end Commercial Buildings, Disaster building needs (FEMA), Portable Classrooms,
Oil Field housing and storage, Military, and Refrigerated buildings.
Foam Core Building Sections. Our equipment produces foam core laminated
building components that are completely finished including wiring, plumbing,
windows and doors, exterior siding, textured and taped interior walls and ready
to be erected at the building site.
Wet Cells. Wet cells are complete units that consist of the bathrooms and
kitchens, with service panels, cabinets, sinks, water closets, water heaters,
tub & showers, air conditioning and heating units.
Tilt-up System. A tilt-up housing system was developed for a large
housing project in the Pacific Rim to withstand the typhoon wind force
conditions. Homes designed and constructed using this system will withstand 200
mph wind forces of hurricane and tornadoes, 7.2 Richter scale earthquakes
seismic zones ratings, and will not burn. This method of setting walls and the
proprietary connecting system developed by the Company creates short cuts of
substantial proportions.
Pre-cast Concrete Foundations and Stem Walls. Pre-cast forming machines
have been developed for setting of foundations required for portable school
classroom buildings and homes. Foundations are hauled to the job site, craned
and set on piers and footings poured in place.
Our automated manufactured housing and classroom line is the first of
kind. The concept was conceived and started in the late 1970's. In 1982 a
research and development project was commenced. Prototypes have been
manufactured and the machines have been tested and operated.
The line consists of the following automated robotic machines:
1. Automated Welding Machine
2. Automated Foaming Machine
3. Automated Shuttle Loading Machine
4. SupRpst Fastening Machine
5. Panel Rotator machine
6. Automated Gear Drive Power System
The assembly line is semi-automatic due to inspection requirements.
The inspection procedure requires certain workstations to physically handle
pieces and parts in the assembly process. The inspection procedures are
easing and some of these antiquated requirements are being retired.
LICENSING
We have established a format for licensing of the rights and
intellectual properties to individuals, corporations and partnerships. In order
to produce HUD homes, all products have to be produced in a plant where
certification practices are carried out. Certification is conducted under the
auspices of manufactured housing of the state department of housing where homes
are to be placed. An Operations Manual must be written and submitted for
approval. The Manual must contain the following: plant and job description,
floor layout of the machines, flow patterns, safety practices, storage of both
raw and finished products, work station procedure, inspection reports,
inspection workstations, detailed description of house building, and other
operating procedures. An inspection firm is appointed by the Governor and
validated by the Legislature to carry out the inspection process. The housing
designs must be submitted to the department of housing for approval prior to
being manufactured. After complying with all the requirements, the products can
be certified during the life of the contract. The automated machines and the use
of the process are made available only through a license, which includes the
following characteristics.
1. The licensee is in receipt of the capability of producing
certified products.
2. The license covers an exclusive territorial right for the
process.
3. Uniform advertising is made available at reduced costs.
4. Availability of computer software
Accounting & reporting
Modem & communications
Floor operations monitoring
Uniform Bar Code software
5. Training Program
6. Quality Control Program
Operations Manual
Inspections
Checklist
7. National Account Benefits
8. Sales, Promotional, Advertising & Internet Benefits
9. CAD Design Center
10. Code Compliances
11. Federal & State Filing Benefits
12. Inherits Intrinsic Value appreciation
Benefits from all R & D improvements
SOURCES OF OPPORTUNITIES
We do not intend to actively seek out investors. Rather, we are seeking to merge
with or acquire assets or shares of a company that is already actively engaged
in a business in exchange for our common stock.
LIQUIDITY AND CAPITAL RESOURCES
We have no significant assets, no liquidity and no capital resources.
BUSINESS
THE COMPANY
Since its formation on October 4, 2001, we have not engaged in any operations
other than organizational matters.
PROPERTIES
We have a working agreement with its only shareholder for use of office space,
telephones and secretarial services supplied free of charge. We own no property.
COMPETITION
We are an insignificant participant that competes among firms, which engage in
business combinations with, or financing of, development stage enterprises.
There are many established management and financial consulting companies and
venture capital firms which have significantly greater financial and personnel
resources, technical expertise and experience. In view of our limited financial
resources and management availability, we continue to be at a significant
competitive disadvantage.
REGULATION AND TAXATION
We intend to structure a merger or acquisition in such a manner as to minimize
federal and state tax consequences to Double E and to any target company.
PATENTS
We have no patents and no Internet domain names.
EMPLOYEES
We have no full-time or part-time employees. Management has agreed to allocate a
nominal portion of its time to the activities of our company without
compensation.
LEGAL PROCEEDINGS
We are not subject to any pending litigation, legal proceedings or claims.
MANAGEMENT
EXECUTIVE OFFICERS, KEY EMPLOYEES AND DIRECTORS
The members of our Board of Directors will serve until the next annual meeting
of shareholders, or until their successors have been elected. The officers serve
at the pleasure of the Board of Directors.
Currently, there is one executive officer and director of the company.
Name Age Position
George Cole 35 Chairman & CEO
We do not anticipate paying any employees. We have no understandings or
agreements, preliminary or otherwise, in regard to executive compensation. Its
management does not receive any compensation for duties. Management has not
received any compensation for its services rendered and is not accruing
compensation. As of the date of this prospectus, we have no funds available to
pay officers and directors.
We have not adopted a retirement, pension, profit sharing, stock option or
insurance programs or other similar programs for the benefit of any employees.
EMPLOYMENT AGREEMENTS
We have no employment agreements with any persons.
PRINCIPAL SHAREHOLDERS
The following table presents certain information regarding beneficial ownership
of our Common Stock as of 12/23/01 by (i) each person known by Double E to be
the beneficial owner of more than 5% of the outstanding shares of Common Stock,
(ii) each director and executive officer of the company, and (iii) all directors
and executive officers as a group. Unless otherwise indicated, each person in
the table has sole voting and investment power as to the shares shown.
NAME AND ADDRESS # OF
OF BENEFICIAL OWNERS NATURE OF SHARES
DIRECTORS OWNERSHIP OWNED PERCENT
- --------------------------------------------------------------------------------
Great Midwest Common Stock 100,000 100%
CERTAIN TRANSACTIONS
DESCRIPTION OF SECURITIES
Each shareholder of common stock, either in person or by proxy, may cast one
vote per share of common stock held on all matters to be voted on. The presence,
in person or by proxy, of the holders of a majority of the total number of
shares entitled to vote constitutes a quorum for the transaction of business.
Assuming that a quorum is present, the affirmative vote of a majority of the
shares of Double E present in person or represented by proxy is required. Our
By-Laws do not provide for cumulative voting or preemptive rights.
There are no outstanding options or warrants of any kind for Double E's common
stock.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Under the Nevada Business Associations Act, a company's articles of
incorporation may contain a provision eliminating or limiting the personal
liability of a director or officer to the corporation or its shareholders for
damages for breach of fiduciary duty. If this type of limiting provision is
included in Article of Incorporation, it cannot eliminate or limit the liability
of a director or officer for (a) acts or omissions that involve intentional
misconduct, fraud or a knowing violation of law or (b) the payment of an
unlawful distribution to shareholders.
Our By-Laws provide that Double E shall indemnify any and all of its directors
and officers, and its former directors and officers, or any person who may have
served at Double E's request as a director or officer of another corporation in
which it owns shares of capital stock or of which it is a creditor, against
expenses actually and necessarily incurred by them in connection with the
defense of any action, suit or proceeding in which they, or any of them, are
made parties, or a party, by reason of being or having been director(s) of
officer(s).
TRANSFER AGENT, WARRANT AGENT AND REGISTRAR
The transfer agent, warrant agent and registrar for the common Stock is Security
Transfer Corp., 16190 Dallas Parkway #100, Dallas, Texas 75248.
SHARES ELIGIBLE FOR FUTURE SALE
Upon the effectiveness of this registration statement, we will have no shares of
common stock outstanding and registered for resale by the Selling Shareholders
in accordance with the Securities Act of 1933.
Prior to this offering, no public trading market has existed for our shares of
common stock. The sale, or availability for sale, of substantial amounts of
common stock in the public trading market could adversely affect the market
prices for our common stock.
PLAN OF DISTRIBUTION
To our knowledge, no Shareholder has made any arrangement with any brokerage
firm for the sale of the shares. We have been advised by the Selling
Shareholders that they presently intend to dispose of the shares through
broker-dealers in ordinary brokerage transactions at market prices prevailing at
the time of the sale.
Any broker-dealers or agents who act in connection with the sale of the shares
may be deemed to be underwriters. Any discounts, commissions or concessions
received by any broker-dealers or agents may be deemed to be underwriting
discounts and commissions under the Securities Act.
We have not registered our shares for resale under the securities of "blue Sky"
laws of any state and has no plans to register or qualify its shares in any
state. Current shareholders and persons who desire to purchase the shares in any
trading market that may develop in the future, should be aware that there may be
significant state blue sky restrictions upon the ability of new investors to
purchase the securities. These restrictions could reduce the size of any
potential trading market. Under federal law, non-issuer trading or resale of our
common stock may be exempt from most state registration or qualification
requirements. However, some states may continue to restrict the ability to
register or qualify our common stock for both initial sale and secondary trading
by regulations prohibiting or imposing limitations on the sale of securities of
blank check issuers.
We have no current plan to register our shares for offer and sale within any
state. We do not anticipate that a secondary trading market for the shares will
develop in any state until after the consummation of a merger or acquisition, if
at all. However, investors should be aware that state law limitations might
affect the transferability or the ability to resell the shares. We have not
taken, and do not contemplate taking, any steps to ensure compliance with state
securities laws.
We do not have lock-up agreements with our shareholders affirming that they will
not sell their respective shares until such time as we have successfully
consummated a merger or acquisition and we are no longer classified as a blank
check company.
LEGAL MATTERS
The validity of the common stock offered hereby will be passed upon for Double E
by Richard E. Daniels, Daniels McGowan and Associates, Two Penn Center, Ste.
200, Philadelphia, PA 19102 and 1201 Allen Market Lane, Ste. 200, St. Louis, MO
63104.
EXPERTS
The Financial Statements and schedules of Double E have been audited by Hunter,
Atkins & Russell, PLC, independent public accounts for Double E, as set forth in
its report herein, and are included in reliance upon such report, given upon the
authority of such firm as experts in accounting and auditing.
ADDITIONAL INFORMATION
We have not filed with the Securities and Exchange Commission ("SEC") a
registration statement under Securities Act of 1933, as amended, with respect to
the shares. This prospectus, which forms a part of the registration statement,
does not contain all of the information set forth in the registration statement
as permitted by applicable SEC rules and regulations. Statements in this
prospectus about any contract, agreement or other document are not necessarily
complete. With respect to each such contract, agreement, or document filed as an
exhibit to the registration statement, reference is made to the exhibit for a
more complete description of the matter involved, and each such statement is
qualified in its entirety by this reference.
The registration statement may be inspected without charge and copies may be
obtained at prescribed rates at the SEC's public reference facilities at
Judiciary Plaza, 450 Fifth Street NW, Room 1024, Washington, DC 20549, or on the
Internet at http://www.sec.gov.
We will furnish to our shareholders annual reports containing audited financial
statements reported on by independent public accountants for each fiscal year
and make available quarterly reports containing unaudited financial information
for the first three quarters of each fiscal year.
PART II
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under the Nevada Business Associations Act, a company's Articles of
Incorporation may contain a provision eliminating or limiting the personal
liability of a director or officer to the corporation or its shareholders for
damages for breach of fiduciary duty. If this type of limiting provision is
included articles of Incorporation, it cannot eliminate or limit the liability
of a director or officer for (a) acts or omissions that involve intentional
misconduct, fraud or a knowing violation of law or (b) the payment of an
unlawful distribution to shareholders.
Our By-laws provide that we shall indemnify any and all of its directors and
officers, and its former directors and officers, or any person who may have
served at our request as a director or officer of another corporation in which
it owns shares of capital stock or of which it is a creditor, against expenses
actually and necessarily incurred by them in connection with the defense of any
action, suit or proceeding in which they, or any of them, are made parties, or a
party, by reason of being or having been director(s) of officer(s).
OTHER EXPENSES OF ISSUANCES AND DISTRIBUTION
We estimate that expenses in connection with the Offering described in this
Registration Statement (other than the underwriting discount and commissions and
reasonable expense allowance) will be as follows:
SEC registration fee $ 100
Printing and engraving expenses $ 2,000*
Accounting fees and expenses $ 3,000*
Legal fees and expenses (other than Blue Sky) $ 15,000*
Blue Sky fees and expenses (including legal and filing fees) $ 1,000*
Miscellaneous $ 1,000*
---------
Total $ 22,100*
*Estimated Amounts
All expenses of the registration of the shares will be borne by the company.
RECENT SALES OF UNREGISTERED SECURITIES
The following securities were issued by the company within the past three years
and were not registered under the Securities Act: One hundred thousand shares
(100,000) of our common stock were issued to Great Midwest Corporation in
consideration for $1000 or organizational expenses paid by that company.
UNDERTAKINGS
The undersigned Company hereby undertakes to:
(1) File, during any period in which it offers or sells securities, a
post effective
amendment of this Registration Statement to:
(i) Include any prospectus required by Section 10 (a)(3) of
the Securities Act of 1933 (the "Securities Act");
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change
in the information in the Registration Statement.
(iii) Include any additional or changed material information on
the plan of distribution.
(2) For determining liability under the Securities Act, each
post-effective amendment shall be treated as a new registration
statement of the securities offered, and the offering of the
securities at that time shall be deemed to be the initial bona
fide offering.
(3) File a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers, and controlling person of the company
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 Securities Act and is, therefore,
unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the company of expenses incurred or paid by a director,
officer or a controlling person of the company in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, we will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of competent jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form 10-SB and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of Oklahoma
City, State of Oklahoma, on May 15, 2002.
Double E Corporation
By: /s/ George Cole
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Certified Public Accountants...........................F-1
Balance Sheet as of December 31, 2001........................................F-2
Statement of Operations
For October 4, 2001 (inception) and ending December 31, 2001.........F-3
Statement of Changes in Stockholders' Equity
For October 4, 2001 (inception) and ending December 31, 2001.........F-4
Statement of Cash Flows
For October 4, 2001 (inception) and ending December 31, 2001.........F-5
Notes to Financial Statements................................................F-6
HUNTER, ATKINS & RUSSELL, PLC
Certified Public Accountants
Independent Auditors' Report
To the Board of Directors
Double E Corporation
Oklahoma City, Oklahoma
We have audited the accompanying balance sheet of Double E Corporation (a
development stage company) as of December 31, 2001, and the related statements
of income, cash flows and changes in stockholders' equity from inception,
October 4, 2001 to December 31, 2001. 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 examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our 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 Double E Corporation as of
December 31, 2001, and the results of its operations and its cash flows from
inception, October 4, 2001, to December 31, 2001 in conformity with generally
accepted accounting principles.
/s/ HUNTER, ATKINS & RUSSELL, PLC
January 17, 2002
5805 North Grand Blvd., Suite D, Oklahoma City, Oklahoma 73118
Telephone: 405 843-3964 Fax: 405 843-9975
DOUBLE E CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
DECEMBER 31, 2001
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 0
--------
Total current assets 0
--------
$ 0
========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 0
--------
Total current liabilities 0
STOCKHOLDERS' EQUITY
Common stock - par value $0.001;
25,000,000 shares authorized;
100,000 shares issued and outstanding 100
Additional paid-in capital 900
Deficit accumulated during development stage (1,000)
--------
Total Stockholders' Equity 0
--------
Total Liabilities and Stockholders' Equity $ 0
========
See accountants' report and notes to financial statements.
DOUBLE E CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FROM INCEPTION, OCTOBER 4, 2001 TO December 31, 2001
OPERATING COSTS AND EXPENSES
Consulting fees $ 1,000
-------
Operating loss (1,000)
OTHER INCOME
Interest 0
-------
Loss before income taxes (1,000)
Provision for income taxes 0
-------
Net Loss $(1,000)
=======
See accountants' report and notes to financial statements.
DOUBLE E CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FROM INCEPTION, OCTOBER 4, 2001 TO DECEMBER 31, 2001
Deficit
Accumulated
Common Stock During
----------------- Paid-in Development
Date Shares Amount Capital Stage
---- ------ ------ ------- ------------
Issuance of common stock for services December 23, 2001 100,000 $ 100 $ 900
Net loss ($1,000)
------- ----- ----- -------
Balance, December 31, 2001 100,000 $ 100 $ 900 ($1,000)
======= ===== ===== =======
See accountants' report and notes to financial statements.
DOUBLE E CORPORATION AVONDALE CAPITAL I CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FROM INCEPTION, OCTOBER 4, 2001 TO DECEMBER 31, 2001
Cash flows from operating activities
Net loss $(1,000)
Adjustments to reconcile net income to net cash
provided by operating activities:
Noncash compensation 1,000
-------
Net cash provided by operating activities $ 0
Cash flows from investing activities 0
Cash flows from financing activities 0
-------
Net increase in cash and cash equivalents $ 0
Cash and cash equivalents at beginning of period 0
-------
Cash and cash equivalents at end of period $ 0
=======
Noncash investing and financing activities:
Common stock totaling 100,000 shares was issued to a related party for services
valued at $1000.
See accountants' report and notes to financial statements.
DOUBLE E CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001
NOTE A - NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES
Double E Corporation (the "Company"), a development stage company, was
incorporated on October 4, 2001 under the laws of the State of Nevada, to
develop itself through registration under the Securities Act of 1934 and, as a
reporting company, actively seek to purchase, merge or otherwise combine with
other active businesses.
BASIS OF ACCOUNTING
The Company prepares its financial statements using the accrual basis of
accounting. All revenues are recognized when earned and all expenses recognized
when incurred.
CASH AND CASH EQUIVALENTS
For purposes of the cash flow statement, the Company recognizes all highly
liquid debt instruments with a maturity of three months or less to be a cash
equivalent.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles require management to make estimates and assumptions that
affect the amounts reported and contingent liabilities disclosed in the
financial statements and accompanying notes. Actual results inevitably will
differ from those estimates and such differences may be material to the
financial statements.
INCOME TAXES
Deferred income taxes are provided on temporary differences between the tax
basis of an asset or liability and its reported amount in the financial
statements that will result in taxable or deductible amounts in future years.
Deferred income tax assets or liabilities are determined by applying the
presently enacted tax rates and laws. At December 31, 2001, the Company has a
net deferred tax asset related to a net operating loss carryforward incurred
from inception, October 4, 2001 to December 31, 2001. Such deferred tax asset,
incurred during the Company's development stage, are immaterial and therefore
not reflected in these financial statements.
NOTE B - RELATED PARTY TRANSACTIONS
In December, 2001, the Company issued 100,000 shares of its common stock to a
member of the Board of Directors in exchange for consulting services valued at
$1000.
Part III - Exhibits
ITEM 1. INDEX TO EXHIBITS
EXHIBIT 2 - CHARTER, ORGANIZATIONAL MINUTES, ARTICLES OF INCORPORATION
AND BY-LAWS -
EXHIBIT 11 - CONSENTS - TO BE FILED WITH AMENDMENTS