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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BALLYHOO CAPITAL VENTURES, INC.
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(Name of Small Business Issuer in its charter)
NEVADA 9999 56-2175466
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(State of Incorporation) (Primary Standard (I.R.S. Employer
Industrial Classification I.D. Number)
Number
300 GLENWOOD CIRCLE, #159, MONTEREY, CA 93920 (843-686-5590)
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(Address and telephone number of principal executive offices)
300 GLENWOOD CIRCLE, #159, MONTEREY, CA 93920
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(Address of principal place of business)
John Polli, Jr., President
Ballyhoo Capital Ventures, Inc.
300 Glenwood Circle, #159
Monterey, CA 93940
843-686-5590
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(Name, address and telephone number of agent for service)
Copies to:
Joel Bernstein, Esq., P.A.
11900 Biscayne Blvd., Suite 604
Miami, Florida 33181
Tel.: (305) 892-1122
Fax:(305) 892-0822
Approximate date of proposed commencement of sale to the public: From time to
time after the Registration Statement becomes effective.
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
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CALCULATION OF REGISTRATION FEE
===============================================================================================================
Proposed
Amount of Proposed Maximum
Shares Maximum Aggregate Amount of
Title of Each Class of To be Offering Price Offering Registration
Securities to be Registered Registered Per Unit(1) Price Fee
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Common Stock 1,100,000 .001 $1,100 $1.00
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(1) Estimated solely for purposes of calculating the registration fee based
upon Registrant's book value .
The Company hereby amends the 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 Acts of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8 (a),
may determine.
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BALLYHOO CAPITAL VENTURES, INC.
PROSPECTUS
AUGUST __, 2000
1,100,000 shares of common stock
Our common stock does not currently trade on any market.
The shares for this offering are being sold by the selling security holders
named under Plan of Distribution Selling Security Holders. We will not receive
any proceeds from of the sale of the shares being sold by this Prospectus.
INVESTING IN THE COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD
CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 3.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is
illegal.
SUMMARY
Ballyhoo Capital Ventures, Inc. (the "Company") was formed in December
1999 as a "blank check" company to seek to effect a merger, exchange of capital
stock, asset acquisition or other similar business combination (a "Business
Combination") with an operating business (an "Acquired Business"). The business
objective of the Company is to seek to effect a Business Combination with an
Acquired Business, which the Company believes has significant growth potential.
The Company will not engage in any substantive commercial business other than a
Business Combination. We have no plan, proposal, agreement, understanding or
arrangement to acquire or merge with any specific business or company at the
date of this Prospectus and have not identified any specific business or company
for investigation and evaluation.
RISK FACTORS
Our shares are speculative and involve a high degree of risk,
including, but not necessarily limited to, the several factors described below.
Each prospective investor should carefully consider the following risk factors
inherent in and affecting the proposed business of Ballyhoo Capital Ventures,
Inc. before purchasing shares.
WE WERE ORGANIZED RECENTLY, HAVE LIMITED RESOURCES AND NO PRESENT SOURCE OF
REVENUES
Ballyhoo Capital Ventures, Inc. was incorporated on December 1, 1999
and is in the development stage. We have not as yet attempted to seek a Business
Combination. Our management has no prior experience relating to the
identification, evaluation and acquisition by a blank check company of an
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Acquired Business. To date, our efforts have been limited primarily to
organizational activities and initial funding. We have limited resources and
have had no revenues to date. We will not achieve any revenues until the
consummation of a Business Combination, if at all. There can be no assurances
that any Acquired Business, at the time of the Company's consummation of a
Business Combination or at any time thereafter, will derive any material
revenues from its operations or operate on a profitable basis.
WE ARE NOT SUBJECT TO RULE 419 OF THE SECURITIES AND EXCHANGE COMMISSION
This offering is not being conducted in accordance with the
Commission's Rule 419, which was adopted to strengthen regulation of securities
offerings by "blank check" companies which the United States Congress has found
to have been common vehicles for fraud and manipulation in the penny stock
market. Pursuant to Rule 419, a "blank check" company is defined as (a) a
development stage company that has no specific business plan or has indicated
that its business plan is to engage in a merger or acquisition with an
unidentified company or companies; and (b) a company which issues "penny stock",
meaning any equity securities that, among other things, (i) are not quoted in
the NASDAQ Stock Market; or (ii) in the case of a company which has been in
continuous operation for less than three years, has net tangible assets (i.e.,
total assets less intangible assets and liabilities) of less than $5,000,000, as
demonstrated by the company's most recent financial statements that have been
audited and reported on by an independent public accountant. Although the
Company is a "blank check" company, we are not subject to Rule 419 because the
shares offered pursuant to the Prospectus are being offered by existing
shareholders and not by Ballyhoo Capital Ventures, Inc. Accordingly, investors
in our stock will not receive the substantive protections provided by Rule 419.
There can be no assurances that the Commission, the United States Congress or
state legislatures will not enact legislation which will prohibit or restrict
the sale of securities of "blank check" companies.
WE MAY NOT BE ABLE TO FIND A SUITABLE BUSINESS COMBINATION
Although we will attempt to locate potential Business Combinations,
there can be no assurances that any business or assets worthy of even
preliminary investigation will come to the Company's attention or that we will
be able to negotiate and close on a Business Combination transaction.
NO ASSURANCE OF PUBLIC MARKET FOR OUR SHARES
There is no public trading market for the Shares. There can be no
assurances that a regular trading market will develop for the Shares or that, if
developed, any such market will be sustained. Any trading of the Shares will
likely be conducted through what is customarily known as the over-the-counter
market. Any market for the Shares which may result will likely be less well
developed than if the Shares were to trade on the NASDAQ stock market or an
exchange.
WE CANNOT GIVE YOU SUBSTANTIVE DISCLOSURE RELATING TO PROSPECTIVE BUSINESS
COMBINATIONS
"Blank check" companies are inherently characterized by an absence of
substantive disclosure. The Company has not yet identified a prospective
Acquired Business. Accordingly, our shareholders will have virtually no
substantive information available for advance consideration of any specific
Business Combination.
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WE ARE SEEKING A BUSINESS COMBINATION IN AN UNSPECIFIED INDUSTRY WHICH MAY BE
SUBJECT TO UNASCERTAINABLE RISKS
To date, we have not selected any particular industry or any Acquired
Business in which to concentrate its Business Combination efforts. Accordingly,
there is no current basis for prospective investors in this offering to evaluate
the possible merits or risks of the Acquired Business or the particular industry
in which the Company may ultimately operate. To the extent the Company effects a
Business Combination with a financially unstable company or an entity in its
early stage of development or growth (including entities without established
records of sales or earnings), the Company will become subject to numerous risks
inherent in the business operations of financially unstable and early stage or
potential emerging growth companies. In addition, to the extent that the Company
effects a Business Combination with an entity in an industry characterized by a
high level of risk, the Company will become subject to the currently
unascertainable risk of that industry. An extremely high level of risk
frequently characterizes certain industries which experience rapid growth.
Although management will endeavor to evaluate the risks inherent in a particular
industry or Acquired Business, there can be no assurances that the Company will
properly ascertain or assess all such significant risk factors.
PROBABLE LACK OF BUSINESS DIVERSIFICATION
It is likely that we will have the ability to effect only a single
Business Combination. Accordingly, the prospects for our success will be
entirely dependent upon the future performance of a single business. Unlike
certain entities which have the resources to consummate several business
combinations of entities operating in multiple industries or multiple areas of a
single industry, it is highly likely that we will not have the resources to
diversify its operations or benefit from the possible spreading of risks or
offsetting of losses. In addition, by consummating a Business Combination with
only a single entity, the prospects for the Company's success may become
dependent upon the development or market acceptance of a single or limited
number of products, processes or services. Consequently, there can be no
assurances that the Acquired Business will prove to be commercially viable.
WE HAVE ONE OFFICER AND DIRECTOR AND HE HAS NO EXPERIENCE IN BUSINESS
COMBINATIONS
The ability of the Company to successfully effect a Business
Combination will be largely dependent upon the efforts of John Polli who is our
only officer and director. Mr. Polli intends to devote approximately 20% of his
time to the affairs of the Company.
Mr. Polli has no prior experience with respect to the successful
completion of a Business Combination involving a "blank check" company. See
"Management."
THERE WILL BE A CHANGE IN CONTROL AND MANAGEMENT AFTER A BUSINESS COMBINATION
Although we have no present plans, understandings or arrangements
respecting any Business Combination, the successful completion of such a
transaction is likely to result in a change in control of the Company. This
could result from the issuance of a large percentage of the Company's authorized
securities or the sale by the present shareholders of all or a portion of their
stock or a combination thereof. Any change in control may also result in the
resignation or removal of the Company's present officers and directors. If there
is a change in management, no assurances can be given as to the experience or
qualifications of the
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persons who replace present management respecting either the operation of the
Company's activities or the operation of the business, assets or property being
acquired.
WE HAVE LIMITED ABILITY TO EVALUATE ACQUIRED BUSINESS' MANAGEMENT
While our ability to successfully effect a business combination will
be dependent upon certain of our management, the future role of such personnel
in the acquired business cannot presently be stated with any certainty. It is
unlikely that any of the Company's key personnel will remain associated in any
operational capacity with the Company following a Business Combination.
Moreover, there can be no assurances that such personnel will have significant
experience or knowledge relating to the operations of the particular Acquired
Business. Furthermore, although the Company intends to closely scrutinize the
management of a prospective Acquired Business in connection with evaluating the
desirability of effecting a Business Combination, there can be no assurances
that the Company's assessment of such management will prove to be correct,
especially in light of the likely inexperience of current key personnel of the
Company in evaluating most types of businesses. In addition, there can be no
assurances that such future management will have the necessary skills,
qualifications or abilities to manage a public company. The Company may also
seek to recruit additional managers to supplement the incumbent management of
the Acquired Business. There can be no assurances that the Company will have the
ability to recruit such additional managers, or that such additional managers
will have the requisite skills, knowledge or experience necessary to enhance the
incumbent management.
COMPETITION FOR ACQUISITIONS
We expect to encounter intense competition from other entities having
a business objective similar to that of the Company. Many of these entities are
well-established and have extensive experience in connection with identifying
and effecting business combinations directly or through affiliates. Many of
these competitors possess greater financial, marketing, technical, personnel and
other resources than the Company and there can be no assurances that the Company
will have the ability to compete successfully. Our financial resources will be
relatively limited when contrasted with those of many of its competitors.
WE ARE FACED WITH UNCERTAINTY OF COMPETITIVE ENVIRONMENT OF ACQUIRED BUSINESS
In the event that we succeed in effecting a Business Combination, we
will, in all likelihood, become subject to intense competition from competitors
of the Acquired Business. In particular, certain industries which experience
rapid growth frequently attract an increasing number of competitors, including
competitors with greater financial, marketing, technical and other resources
than the initial competitors in the industry. The degree of competition
characterizing the industry of any prospective Acquired Business cannot
presently be ascertained. There can be no assurances that, subsequent to a
Business Combination, we will have the resources to compete effectively,
especially to the extent that the Acquired Business is in a high-growth
industry.
POSSIBLE NEED FOR ADDITIONAL FINANCING OF ACQUIRED BUSINESS
In the event of a consummation of a Business Combination, we cannot
ascertain with any degree of certainty the capital requirements for any
particular Acquired Business inasmuch as we have not yet identified any
prospective Acquired Business candidates. To the extent the Business Combination
results in the Acquired Business requiring additional financing, such additional
financing (which, among other
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forms, could be derived from the public or private offering of securities or
from the acquisition of debt through conventional bank financing), may not be
available, because, among other things, the Acquired Business does not have
sufficient (i) credit or operating history; (ii) income stream; (iii) profit
level; (iv) asset base eligible to be collateralized; or (v) market for its
securities.
As no specific Business Combination or industry has been targeted, it
is not possible to predict the specific reasons why conventional private or
public financing or conventional bank financing might not become available.
There can be no assurances that, in the event of a consummation of a Business
Combination, sufficient financing to fund the operations or growth of the
Acquired Business will be available upon ten-ns satisfactory to the Company, nor
can there be any assurances that financing would be available at all.
LACK OF OPERATING FUNDS
As of the date of this Prospectus we currently have no plans or arrangements
with respect to the possible acquisition of additional funds which may be
required to continue the operations of the Company. In such event, we may have
to curtail operations.
WE ARE AUTHORIZED TO ISSUE ADDITIONAL SHARES OF COMMON STOCK
Our Articles of Incorporation authorizes the issuance of 25,000,000
shares of Common Stock, par value $.001 per share. There are 11,800,000
authorized but unissued shares of Common Stock available for issuance including
4,000,000 shares received for issuance upon exercise of outstanding common stock
purchase warrants. Although the Company has no commitments as of the date of
this Prospectus to issue any shares of Common Stock other than as described in
this Prospectus, the Company will, in all likelihood, issue a substantial number
of additional shares of Common Stock in connection with a Business Combination.
To the extent that additional shares of Common Stock are issued, dilution to the
interests of the Company's shareholders will occur.
INVESTMENT COMPANY ACT CONSIDERATIONS
The regulatory scope of the Investment Company Act of 1940, as amended
(the "Investment Company Act"), which was enacted principally for the purpose of
regulating vehicles for pooled investments in securities, extends generally to
companies engaged primarily in the business of investing, reinvesting, owning,
holding or trading in securities. The Investment Company Act may, however, also
be deemed to be applicable to a company which does not intend to be
characterized as an investment company but which, nevertheless, engages in
activities which may be deemed to be within the definitional scope of certain
provisions of the Investment Company Act. We believe that our anticipated
activities, which will involve acquiring control of an operating company, will
not subject the Company to regulation under the Investment Company Act.
Nevertheless, there can be no assurances that we will not be deemed to be an
investment company. In the event we are deemed to be an investment company, we
may become subject to certain restrictions relating to our activities, including
restrictions on the nature of our investments and the issuance of securities. In
addition, the Investment Company Act imposes certain requirements on companies
deemed to be within its regulatory scope, including registration as an
investment company, adoption of a specific form of corporate structure and
compliance with certain burdensome reporting, record keeping, voting, proxy,
disclosure and other rules and regulations. In the event of characterization of
the Company as an
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investment company, the failure by the Company to satisfy regulatory
requirements, whether on a timely basis or at all, would, under certain
circumstances, have a material adverse effect on the Company.
TAX CONSIDERATIONS
As a general rule, federal and state tax laws and regulations have a significant
impact upon the structuring of business combinations. We will evaluate the
possible tax consequences of any prospective Business Combination and will
endeavor to structure the Business Combination so as to achieve the most
favorable tax treatment to the Company, the Acquired Business and their
respective shareholders. There can be no assurances, however, that the Internal
Revenue Service (the "IRS") or appropriate state tax authorities will ultimately
assent to the Company's tax treatment of a consummated Business Combination. To
the extent the IRS or state tax authorities ultimately prevail in
recharacterizing the tax treatment of a Business Combination, there may be
adverse tax consequences to the Company, the Acquired Business and their
respective shareholders.
NO DIVIDENDS
We have not paid any cash dividends on our Common Stock to date and do
not presently intend to pay cash dividends prior to the consummation of a
Business Combination. The payment of dividends after any such Business
Combination, if any, will be contingent upon the Company's revenues and
earnings, if any, capital requirements and general financial condition
subsequent to consummation of a Business Combination. The payment of any
dividends subsequent to a Business Combination will be within the discretion of
the Company's then Board of Directors. It is the present intention of the Board
of Directors to retain all earnings if any, for use in the Company's business
operations and, accordingly, the Board does not anticipate paying any cash
dividends in the foreseeable future. See "Description of Securities
- --Dividends."
POSSIBLE RESTRICTION ON RESALES OF THE SHARES
Shareholders may engage in resale transactions in the Shares only in
jurisdictions in which an applicable exemption is available. It is currently not
known by the Company which states will permit resale transactions in the Shares.
PENNY STOCK RULES MAY LIMIT RESALE OPPORTUNITIES
There is no current trading market for the Shares and there can be no
assurances that a trading market will develop, or, if such a trading market does
develop, that it will be sustained. The trading of the Shares, to the extent
that a market develops for the Shares at all, of which there can be no
assurances, will likely be conducted through what is customarily known as the
"pink sheets" and/or on the Bulletin Board. Any market for the Shares which may
result will likely be less well developed than if the Shares were traded on
NASDAQ or stock market or an exchange.
As long as our shares are not listed on NASDAQ and the Company has net
tangible assets of $2,000,000 or less, transactions in the Shares would be
subject to certain rules promulgated under the Securities Exchange Act of 1934.
Under such rules, broker-dealers who recommend such securities to persons other
than institutional accredited investors (generally institutions with assets in
excess of $5,000,000) must make a special written suitability determination for
the purchaser, receive the purchaser's written agreement to a transaction prior
to sale and provide the purchaser with risk disclosure documents
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which identify certain risks associated with investing in "penny stocks" and
which describes the market therefor as well as a purchaser's legal remedies.
Further, the broker-dealer must also obtain a signed and dated acknowledgment
from the purchaser demonstrating that the purchaser has actually received the
required risk disclosure document before a transaction in a "penny stock" can be
consummated. Since our shares are subject to such rules, broker-dealers may find
it difficult to effectuate customer transactions and/or trading activity in the
Shares; thus, the market price, if any, may be depressed, and an investor may
find it more difficult to dispose of the Shares.
If a public trading market develops for the Company's Common Stock,
the market liquidity for the Company's Common Stock could be adversely affected
by limiting the ability of broker/dealers to sell the Company's Common Stock and
the ability of purchasers in this offering to sell their securities in the
secondary market. There can be no assurances that trading in the Company's
securities will not be subject to these or other regulations that would
adversely affect the market for such securities.
LOSS FROM ANALYSIS AND INVESTIGATION OF BUSINESS PROSPECTS
The Company will be required, in all probability, to expend funds in
the preliminary investigation or examination of assets, business or properties,
whether or not an investment occurs. To the extent management determines that
the potential investment has little or no value, the monies spent on
investigation will be a total loss.
MARKET FOR THE SHARES
There is no public market for our Common Stock. We will seek to have
our common stock traded on the over-the-counter market and quoted on the OTC
Bulletin Board. There can be no assurance that a market will develop or be
maintained or that our stock will be quoted on the OTC Bulletin Board.
We currently have 32 record holders of our Common Stock.
DIVIDEND POLICY
We have not paid any cash dividends on our Common Stock, and it is not
anticipated that any cash dividends will be paid in the foreseeable future. The
declaration and payment of dividends in the future will be determined by the
Board of Directors in light of conditions then existing, including the company's
earnings, financial condition, capital requirements and other factors. In July
2000 we issued warrants to purchase 4,000,000 shares of our common stock as a
dividend.
PROPOSED BUSINESS AND PLAN OF OPERATIONS
Ballyhoo Capital Ventures, Inc.'s purpose is to seek, investigate and,
if such investigation warrants, merge or combine with or acquire an interest in
a business entity which desires to seek the perceived advantages of a
corporation which has a class of securities registered under the Securities Act.
We will not restrict our search to any specific business, industry, or
geographical location and may participate in a business venture of virtually any
kind or nature.
Ballyhoo Capital Ventures, Inc. may seek a business opportunity with
entities which have recently commenced operations, or which wish to utilize the
public marketplace in order to raise additional capital
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in order to expand into new products or markets, to develop a new product or
service, or for other corporate purposes. Ballyhoo Capital Ventures, Inc. may
acquire assets and establish wholly-owned subsidiaries in various businesses or
acquire existing businesses as subsidiaries.
SELECTION OF A BUSINESS TO ACQUIRE
Ballyhoo Capital Ventures, Inc. anticipates that the selection of a
business opportunity in which to participate will be complex and extremely
risky. Management believes (but has not conducted any research to confirm) that
there are business entities seeking the perceived benefits of a publicly
registered corporation. Such perceived benefits may include facilitating or
improving the terms on which additional equity financing may be sought,
providing liquidity for incentive stock options or similar benefits to key
employees, increasing the opportunity to use securities for acquisitions,
providing liquidity for stockholders and other factors. Business opportunities
may be available in many different industries and at various stages of
development, all of which will make the task of comparative investigation and
analysis of such business opportunities difficult and complex.
The analysis of new business opportunities will be undertaken by, or
under the supervision of, Ballyhoo Capital Ventures, Inc. officers and
directors. In analyzing prospective business opportunities, management will
consider such matters as the available technical, financial and managerial
resources; working capital and other financial requirements; history of
operations, if any; prospects for the future; nature of present and expected
competition; the quality and experience of management services which may be
available and the depth of that management; the potential for future research,
development, or exploration; specific risk factors not now foreseeable but which
then may be anticipated to impact the proposed activities of Ballyhoo Capital
Ventures, Inc.; the potential for growth or expansion; the potential for profit;
the perceived public recognition or acceptance of products, services, or trades;
name identification; and other relevant factors. This discussion of the proposed
criteria is not meant to be restrictive of Ballyhoo Capital Ventures, Inc.'s
virtually unlimited discretion to search for and enter into potential business
opportunities.
Ballyhoo Capital Ventures, Inc. may enter into a business combination
with a business entity that desires to establish a public trading market for its
shares. A target company may attempt to avoid what it deems to be adverse
consequences of undertaking its own public offering by seeking a business
combination with Ballyhoo Capital Ventures, Inc. Such consequences may include,
but are not limited to, time delays of the registration process, significant
expenses to be incurred in such an offering, loss of voting control to public
stockholders or the inability to obtain an underwriter or to obtain an
underwriter on satisfactory terms.
Ballyhoo Capital Ventures, Inc. will not restrict its search for any
specific kind of business entity, but may acquire a venture which is in its
preliminary or development state, which is already in operation, or in
essentially any stage of its business life. It is impossible to predict at this
time the status of any business in which Ballyhoo Capital Ventures, Inc. may
become engaged, in that such business may need to seek additional capital, may
desire to have its shares publicly traded, or may seek other perceived
advantages which Ballyhoo Capital Ventures, Inc. may offer.
Ballyhoo Capital Ventures, Inc. management, will rely upon its own
efforts in accomplishing the business purposes of Ballyhoo Capital Ventures,
Inc. Outside consultants or advisors may be utilized by Ballyhoo Capital
Ventures, Inc. to assist in the search for qualified target companies. If
Ballyhoo Capital Ventures, Inc. does retain such an outside consultant or
advisor, any cash fee earned by such person may
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need to be assumed by a third party or the target company, as Ballyhoo Capital
Ventures, Inc. has limited cash assets with which to pay such obligation.
Following a business combination, Ballyhoo Capital Ventures, Inc. may
benefit from the services of others in regard to accounting, legal services,
underwritings and corporate public relations. If requested by a target company,
management may recommend one or more underwriters, financial advisors,
accountants, public relations firms or other consultants to provide such
services.
A potential target company may have an agreement with a consultant or
advisor providing that services of the consultant or advisor be continued after
any business combination. Additionally, a target company may be presented to
Ballyhoo Capital Ventures, Inc. only on the condition that the services of a
consultant or advisor be continued after a merger or acquisition. Such
preexisting agreements of target companies for the continuation of the services
of attorneys, accountants, advisors or consultants could be a factor in the
selection of a target company.
STRUCTURING OF A BUSINESS COMBINATION
In implementing a structure for a particular business acquisition, we
may become a party to a merger, consolidation, reorganization, joint venture, or
licensing agreement with another corporation or entity. We may also acquire
stock or assets of an existing business.
While the terms of a business transaction to which Ballyhoo Capital
Ventures, Inc. may be a party cannot be predicted, it is expected that the
parties to the business transaction will desire to avoid the creation of a
taxable event and thereby structure the acquisition in a "tax-free"
reorganization under Sections 351 or 368 of the Internal Revenue Code of 1986,
as amended.
With respect to any merger or acquisition negotiations with a target
company, management expects to focus on the percentage ownership of Ballyhoo
Capital Ventures, Inc. which target company shareholders would acquire in
exchange for their shareholdings in the target company. Depending upon, among
other things, the target company's assets and liabilities, Ballyhoo Capital
Ventures, Inc. stockholders will in all likelihood hold a substantially lesser
percentage ownership interest in Ballyhoo Capital Ventures, Inc. following any
merger or acquisition. The percentage of ownership may be subject to significant
reduction in the event Ballyhoo Capital Ventures, Inc. acquires a target company
with substantial assets. Any merger or acquisition effected by Ballyhoo Capital
Ventures, Inc. can be expected to have a significant dilutive effect on the
percentage of shares held by Ballyhoo Capital Ventures, Inc. stockholders at
such time.
Ballyhoo Capital Ventures, Inc. will participate in a business
opportunity only after the negotiation and execution of appropriate agreements.
Although the terms of such agreements cannot be predicted, generally such
agreements will require certain representations and warranties of the parties
thereto, will specify certain events of default, will detail the terms of
closing and the conditions which must be satisfied by the parties prior to and
after such closing, will outline the manner of bearing costs, including costs
associated with our attorneys and accountants, and will include miscellaneous
other terms.
Ballyhoo Capital Ventures, Inc. will not acquire or merge with any
entity that cannot provide audited financial statements at or within a
reasonable period of time after closing of the proposed transaction. Ballyhoo
Capital Ventures, Inc. is subject to all of the reporting requirements included
in the Securities Exchange Act of 1934. Included in these requirements is the
duty to file audited financial statements as part
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of or within 60 days following a Form 8-K to be filed with the Securities and
Exchange Commission upon consummation of a merger or acquisition, as well as
audited financial statements included in its annual report on Form 10-KSB. If
such audited financial statements are not available at closing, or within time
parameters necessary to ensure Ballyhoo Capital Ventures, Inc.'s compliance with
the requirements of the Securities Exchange Act of 1934, or if the audited
financial statements provided do not conform to the representations made by the
target company, the closing documents may provide that the proposed transaction
will be voidable at the discretion of Ballyhoo Capital Ventures, Inc.'s present
management.
UNSPECIFIED INDUSTRY
Ballyhoo Capital Ventures, Inc. does not intend to restrict its search
for business opportunities to any particular geographical area or industry, and
may, therefore, engage in essentially any business, to the extent of its
resources. This includes industries such as information technology, finance,
natural resources, manufacturing, product development, medical, communications
and others. Ballyhoo Capital Ventures, Inc.'s discretion in the selection of
business opportunities is unrestricted, subject to the availability of such
opportunities, economic conditions, and other factors.
To date, Ballyhoo Capital Ventures, Inc. has not identified any
business opportunity that it plans to pursue, nor has Ballyhoo Capital Ventures,
Inc. reached any agreement or definitive understanding with any person or entity
concerning an acquisition.
Any entity which has an interest in being acquired by, or merging into,
Ballyhoo Capital Ventures, Inc. is expected to be an entity that desires to
become a public company and establish a public trading market for its
securities. There are various reasons why an entity would wish to become a
public company, including:
o the ability to use registered securities as currency in acquisitions of
assets or businesses;
o increased visibility in the financial community;
o the facilitation of borrowing from financial institutions;
o increased liquidity to investors;
o greater ease in raising capital;
o compensation of key employees through varying types of equity
incentives;
o enhanced corporate image; and
o a presence in the United States capital markets.
Management believes that the sought after business opportunity will likely be:
o a business entity with the goal of becoming a public company in order
to use Ballyhoo Capital Ventures, Inc.'s registered securities for the
acquisition of assets or businesses;
12
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o a company which is unable to find an underwriter of its securities or
is unable to find an underwriter of its securities on terms acceptable
to it;
o a company that wishes to become public with less dilution of its common
stock than would occur upon an underwriting;
o a company that believes that it will be able to obtain investment
capital on more favorable terms after it has become public; or
o a foreign company that wishes to make an initial entry into the United
States securities markets.
Ballyhoo Capital Ventures, Inc. is unable to predict when it may
participate in a business opportunity. It expects, however, that the analysis of
specific proposals and the selection of a business opportunity may take several
months, or perhaps longer. No assurances can be given that Ballyhoo Capital
Ventures, Inc. will be able to enter into a business combination, as to the
terms of a business combination, or as to the nature of the target company.
EMPLOYEES
We have no employees.
PROPERTIES
Through an oral agreement with our founders the offices of Ballyhoo
Capital Ventures, Inc. are located at Hilton Head, South Carolina. Payments to
our founders, as specified in "Certain Relationships and Related Transactions"
below, includes access to office space, equipment and phone usage. We do not
anticipate acquiring separate office facilities until such time we complete a
merger, acquisition or other business combination.
COMPETITION
Ballyhoo Capital Ventures, Inc. expects to encounter substantial
competition in its efforts to locate attractive business opportunities,
primarily from business development companies, venture capital partnerships and
corporations, venture capital affiliates of large industrial and financial
companies, small investment companies, and wealthy individuals. Many of these
entities and other persons have significantly greater financial and personnel
resources and technical expertise than Ballyhoo Capital Ventures, Inc. Ballyhoo
Capital Ventures, Inc. may also experience competition from other public "blank
check" corporations, some of which may have more funds available to them than
Ballyhoo Capital Ventures, Inc. does. As a result of Ballyhoo Capital Ventures,
Inc.'s combined limited financial resources and limited management availability,
Ballyhoo Capital Ventures, Inc. will continue to be at a significant competitive
disadvantage compared to its competitors.
MANAGEMENT
Our sole director and executive officer as of the date of this
prospectus is listed below along with a brief summary of his business
experience.
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NAME AGE POSITION
---- --- --------
John Polli, Jr. 30 Director, President,
Treasurer and Secretary
Mr. Polli was elected a director of Ballyhoo Capital Ventures, Inc. in
December 1999 and as President, Treasurer and Secretary in April 2000. He has
been a partner in Central Coast Moving Services, Carmel, California residential
and commercial movers, since 1999. From June 1997 to September 1999 he was
manager of Caffe & Co. of Carmel, a restaurant and gift shop in Carmel. From
1994 to 1997 he was a student at San Francisco State University.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth the total compensation paid to our chief
executive officer since inception in December 1999. No executive officer of the
company received compensation of $100,000 or more during such period.
NAME AND PRINCIPAL POSITION YEAR TOTAL INCOME OTHER ANNUAL OTHER ANNUAL
- --------------------------- ---- ------------ BONUS COMPENSATION
----- ------------
JOHN POLLI, JR., PRESIDENT 2000 $12,100(1) -0- -0-
JOEL SHINE, PRESIDENT 2000 $25,200(2) -0- -0-
(1) President since April 2000. Consists of 12,100,000 shares of common
stock valued at par value of $.001 per share.
(2) President from December 1999 to April 2000. Consists of 200,000 shares
of common stock and $25,000.
The Company does not have any long term compensation plans or stock
option plans.
DIRECTOR COMPENSATION
No other fees are paid for director services. The Company paid
12,100,000 shares of its common stock to John Polli, Jr. for serving as
director.
EMPLOYMENT AGREEMENTS
The Company does not have any written employment agreements.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of July 21, 2000, the beneficial
ownership of the Company's 13,200,000 outstanding shares of Common Stock by (1)
the only persons who own of record or are known to own, beneficially, more than
5% of the Company's Common Stock; (2) each director and executive officer of the
Company; and (3) all directors and officers as a group.
14
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Number of
Name Shares Percent(1)
---- ------ ----------
John Polli, Jr. 12,100,000 91%
All officers and directors
as a group (1 person) 12,100,000 91%
(1) Based upon 13,200,000 shares outstanding as of July 21, 2000.
INDEMNIFICATION
The Company's Articles of Incorporation provide that the Company will
indemnify its Directors to the fullest extent permitted by the Nevada General
Corporation Law. Nevada law provides that the directors of the corporation may
not be indemnified (i) for any breach of their duty of loyalty to the
corporation or its stockholders; (ii) for acts or omissions not in good faith or
that involve intentional misconduct, fraud or a knowing violation of law; or
(iii) for unlawful distributions to shareholders. The Company's By-Laws provide
that the Company shall indemnify its Directors and officers for any actions
taken as officers or directors other than arising out of negligence or willful
misconduct.
INDEMNIFICATION AGAINST PUBLIC POLICY
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or person controlling the
company, the Company has been informed 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.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The following persons were our founders and were instrumental in the
organization of Ballyhoo Capital Ventures, Inc. and are therefor considered
promoters of Ballyhoo Capital Ventures, Inc.: John Polli, Jr., Joel R. Shine and
Timothy Miles. We issued our common stock to our founders in consideration for
their services in forming the Company and providing us with office facilities as
follows: John Polli, Jr. - 12,100,000 shares, Joel R. Shine - 200,000 shares and
Timothy Miles - 600,000 shares. We also agreed to pay our founders as follows:
Joel R. Shine - $25,000 and Timothy Miles - $50,000.
PLAN OF DISTRIBUTION/SELLING SECURITY HOLDERS
Plan of distribution
The shares offered hereby may be sold from time to time directly by the
selling security holders. Alternatively, these Selling Security Holders may from
time to time offer the shares through underwriters, dealers or agents. The
distribution of the shares by the selling security holders may be effected in
one or more transactions that may take place on the over-the-counter market in
the event a trading market is established on the over-the-counter market,
including:
o ordinary broker's transactions,
15
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o privately-negotiated transactions or
o through sales to one or more broker-dealers for resale, at market
prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.
Customary or specifically negotiated brokerage fees or commissions may
be paid by the selling security holders in connection with such sales of shares.
The shares offered by the selling security Holders may be sold by one or more of
the following methods, without limitations:
o a block trade in which a broker or dealer so engaged will attempt to
sell the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction;
o purchases by a broker or dealer as principal and resale by such broker
or dealer for its account pursuant to this Prospectus;
o ordinary brokerage transactions and transactions in which the broker
solicits purchasers, and
o face-to-face transactions between sellers and purchasers without a
broker-dealer.
In effecting sales, brokers or dealers engaged by the selling security
holders may arrange for other brokers or dealers to participate. The selling
security holders and intermediaries through whom such shares are sold may be
deemed ""underwriters"" within the meaning of the Shares Act of 1933 with
respect to the shares offered, and any profits realized or commissions received
may be deemed underwriting compensation.
At the time a particular offer of shares is made by or on behalf of a
selling security holder, to the extent required, a prospectus will be
distributed which will set forth the number of shares being offered and the
terms of the offering, including the name or names of any underwriters, dealers
or agents, if any, the purchase price paid by any underwriter for shares
purchased from the selling security holder and any discounts, commissions or
concessions allowed or reallowed or paid to dealers and the proposed selling
price to the public.
The following security holders may offer shares of common stock
pursuant to the Prospectus. Except as indicated below, none of the selling
security holders having any affiliation with the Company other than as security
holders:
NUMBER NUMBER OF SHARES NUMBER OF WARRANTS
OF SHARES AND WHICH MAY BE TO BE OWNED
WARRANTS OFFERED PURSUANT TO AFTER THE
NAME OWNED THIS PROSPECTUS OFFERING*
- ---- ----- --------------- ---------
Timothy Miles(1) 3,600,000 600,000 3,000,000
Joel R. Shine(1) 1,400,000 200,000 1,200,000
Jack & Una Nakamura 70,000 10,000 60,000
Lincoln and Moria Fong 70,000 10,000 60,000
Mitsuo Tatsugawa Def. Bene. Plan 70,000 10,000 60,000
16
17
Paul & Renee Spiegler 70,000 10,000 60,000
Kazu Fujita 70,000 10,000 60,000
Elizabeth Gheen 70,000 10,000 60,000
Curtis Spackman & Lori Tatsugawa 70,000 10,000 60,000
Johnny & Barbara Wong
Living Grantor Trust 70,000 10,000 60,000
Mark & Holly Mann 70,000 10,000 60,000
Subrina Hamasaki 70,000 10,000 60,000
Julie Hahn 70,000 10,000 60,000
Christopher Lackman 70,000 10,000 60,000
Duane & Lois Tracy 70,000 10,000 60,000
Marilyn Schmid 70,000 10,000 60,000
Robert Smith 70,000 10,000 60,000
Matthew Hayden 70,000 10,000 60,000
Jeff & Nita Tracy 70,000 10,000 60,000
Thomas Kelly 70,000 10,000 60,000
Jeanette Kihs 140,000 20,000 120,000
Dennis Knepp 70,000 10,000 60,000
Scott Yamabe 70,000 10,000 60,000
Jonathan Lawson 70,000 10,000 60,000
John Geise 70,000 10,000 60,000
Jonathan Meeske 70,000 10,000 60,000
Joseph Petrucelli 70,000 10,000 60,000
John & Judith Polli, Sr. 70,000 10,000 60,000
Janet Laurent 70,000 10,000 60,000
James Yanai 70,000 10,000 60,000
Louie Tatsugewa 70,000 10,000 60,000
(1) A founder of the Company.
* Assuming all Shares are sold.
DESCRIPTION OF SECURITIES
Common Stock
We are authorized to issue 25,000,000 shares of common stock with $.001
par value. The holders of the common stock are entitled to one vote per each
share held and have the sole right and power to vote on all matters on which a
vote of stockholders is taken. Voting rights are non-cumulative. The holders of
shares of common stock are entitled to receive dividends when, as and if
declared by the Board of Directors, out of funds legally available therefore and
to share pro-rata in any distribution to stockholders. We anticipate that any
earnings will be retained for use in our business for the foreseeable future.
Upon liquidation, dissolution, or winding up of the company, the holders of the
common stock are entitled to receive the net assets held by the company after
distributions to the creditors. The holders of common stock do not have any
preemptive right to subscribe for or purchase any shares of any class of stock.
The outstanding shares of common stock and the shares offered hereby will not be
subject to further call or redemption and will be fully paid and non-assessable.
17
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LEGAL MATTERS
The validity of the shares offered hereby is being passed upon for the
Company by Joel Bernstein, Esq., P.A., Miami, Florida.
EXPERTS
The financial statements appearing in this prospectus and registration
statement have been audited by James E. Scheifley & Associates, P.C.,
independent certified public accountants, as set forth in their report thereon
appearing elsewhere herein and in the registration statement, and are included
in reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
ADDITIONAL INFORMATION
The Company has filed with the Securities and Exchange Commission a
registration statement on Form SB-2 under the Securities Act with respect to the
securities being offered. This prospectus, filed as a part of the registration
statement, does not contain certain information contained in or annexed as
exhibits to the registration statements. Reference is made to exhibits to the
registration statement for the complete text. For further information with
respect to the Company and the securities hereby offered, reference is made to
the registration statement and to the exhibits filed as part of it, which may be
inspected and copied at the public reference facilities of the commission in
Washington D.C., and at the Commission's regional offices at
o 500 West Madison Street, Chicago, IL 60604;
o 7 World Trade Center, New York, NY 10048;
o and 5757 Wilshire Boulevard, Los Angeles, CA 90034;
o and copies of such material can be obtained from the Public Reference
Section of the Commission, 450 5th Street, N.W., Washington, D.C.
20549, at prescribed rates and are available on the World Wide Web at:
HTTP://WWW.SEC.GOV.
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19
INDEPENDENT AUDITOR'S REPORT
Board of Directors and Shareholders
Ballyhoo Capital Ventures, Inc.
We have audited the balance sheet of Ballyhoo Capital Ventures, Inc. as of April
30, 2000, and the related statements of operations, changes in stockholders'
equity, and cash flows for the period from inception (December 1, 1999) to April
30, 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 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 Ballyhoo Capital Ventures, Inc.
as of April 30, 2000, and the results of its operations and cash flows for the
period from inception (December 1, 1999) to April 30, 2000, in conformity with
generally accepted accounting principles.
James E. Scheifley & Associates, P.C.
Certified Public Accountants
Denver, Colorado
May 5, 2000
F-1
20
BALLYHOO CAPITAL VENTURES, INC.
(A Development Stage Company)
Balance Sheet
April 30, 2000
ASSETS
Current assets: 2000
--------
Cash $ 34,886
--------
Total current assets 34,886
$ 34,886
========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable - officers $ 37,500
--------
Total current liabilities 37,500
Commitments and contingencies (Note 3)
Stockholders' equity:
Common stock, $.001 par value,
25,000,000 shares authorized, 13,190,000
shares issued and outstanding 13,190
Additional paid in capital 72,210
(Deficit) accumulated during
development stage (88,014)
--------
(2,614)
--------
$ 34,886
========
See accompanying notes to financial statements.
F-2
21
BALLYHOO CAPITAL VENTURES, INC.
(A Development Stage Company)
Statement of Operations
For the Period From Inception (December 1, 1999) to April 30, 2000
Period From
Inception To
April 30,
2000
------------
Operating expenses 88,014
------------
(Loss from operations) and net (loss) $ (88,014)
============
Per share information:
Basic and diluted (loss) per common share $ (0.01)
============
Weighted average shares outstanding 13,116,667
============
See accompanying notes to financial statements.
F-3
22
Ballyhoo Capital Ventures, Inc.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity
For the Period From Inception (December 1, 1999) to April 30, 2000
DEFICIT
ADDITIONAL ACCUMULATED
COMMON STOCK PAID-IN DURING DEVELOP-
ACTIVITY SHARES AMOUNT CAPITAL MENT STAGE TOTAL
-------- ---------- ---------- ---------- --------------- ----------
Shares issued to directors at inception
at par value 12,900,000 $ 12,900 $ -- $ -- $ 12,900
Shares issued for cash
December 1999 @ $.25 60,000 60 14,940 -- 15,000
January 2000 @ $.25 50,000 50 12,450 -- 12,500
February 2000 @ $.25 10,000 10 2,490 -- 2,500
March 2000 @ $.25 120,000 120 29,880 -- 30,000
April 2000 @ $.25 50,000 50 12,450 -- 12,500
Net (loss) for the period
ended April 30, 2000 -- -- -- (88,014) (88,014)
---------- ---------- ---------- ---------- ----------
Balance, April 30, 2000 13,190,000 $ 13,190 $ 72,210 $ (88,014) $ (2,614)
========== ========== ========== ========== ==========
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
F-4
23
BALLYHOO CAPITAL VENTURES, INC.
(A Development Stage Company)
Statement of Cash Flows
For the Period From Inception (December 1, 1999) to April 30, 2000
Period From
Inception To
April 30,
2000
-----------
Net income (loss) $(88,014)
Adjustments to reconcile net income to net
cash provided by operating activities:
Services provided for common stock 12,900
Changes in assets and liabilities
Increase in accounts payable 37,500
--------
Total adjustments 50,400
--------
Net cash provided by (used in)
operating activities (37,614)
Cash flows from financing activities:
Common stock sold for cash 72,500
--------
Net cash provided by (used in)
financing activities 72,500
--------
Increase (decrease) in cash 34,886
Cash and cash equivalents,
beginning of period --
--------
Cash and cash equivalents,
end of period $ 34,886
========
See accompanying notes to financial statements.
F-5
24
BALLYHOO CAPITAL VENTURES, INC.
(A Development Stage Company)
Statement of Cash Flows
For the Period From Inception (December 1, 1999) to April 30, 2000
Period From
Inception To
April 30,
2000
----
Supplemental cash flow information:
Cash paid for interest $ --
Cash paid for income taxes $ --
See accompanying notes to financial statements.
F-6
25
Ballyhoo Capital Ventures, Inc.
Notes to Financial Statements
April 30, 2000
Note 1. Organization and Summary of Significant Accounting Policies.
The Company was incorporated in Nevada on December 1, 1999. The Company's
activities to date have been limited to organization and capital formation. The
Company plans to enter the business of advertising sales through an Internet
Website that will provide a variety of online content. The Company has chosen
April 30th as the end of its fiscal year.
Loss per share:
Basic Earnings per Share ("EPS") is computed by dividing net income available to
common stockholders by the weighted average number of common stock shares
outstanding during the year. Diluted EPS is computed by dividing net income
available to common stockholders by the weighted-average number of common stock
shares outstanding during the year plus potential dilutive instruments such as
stock options and warrants. The effect of stock options on diluted EPS is
determined through the application of the treasury stock method, whereby
proceeds received by the Company based on assumed exercises are hypothetically
used to repurchase the Company's common stock at the average market price during
the period. Loss per share is unchanged on a diluted basis since the assumed
exercise of common stock equivalents would have an anti-dilutive effect.
Cash:
For purposes of the statement of cash flows, the Company considers all highly
liquid debt instruments purchased with maturity of three months or less to be
cash equivalents.
Estimates:
The preparation of the Company's financial statements requires management to
make estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from these
estimates
Fair value of financial instruments
The Company's short-term financial instruments consist of cash and cash
equivalents and accounts payable. The carrying amounts of these financial
instruments approximate fair value because of their short-term maturities.
Financial instruments that potentially subject the Company to a concentration of
credit risk consist principally of cash. During the year the Company did not
maintain cash deposits at financial institutions in excess of the $100,000 limit
covered by the Federal Deposit Insurance Corporation. The Company does not hold
or issue financial instruments for trading purposes nor does it hold or issue
interest rate or leveraged derivative financial instruments
F-7
26
Stock-based Compensation
The Company adopted Statement of Financial Accounting Standard No. 123 (FAS
123), Accounting for Stock-Based Compensation at inception. Upon adoption of FAS
123, the Company continued to measure compensation expense for its stock-based
employee compensation plans using the intrinsic value method prescribed by APB
No. 25, Accounting for Stock Issued to Employees. Stock based compensation paid
by the Company during the period ended April 30, 2000 disclosed in Note 2.
New Accounting Pronouncements
SFAS No. 130, "Reporting Comprehensive Income", establishes guidelines for all
items that are to be recognized under accounting standards as components of
comprehensive income to be reported in the financial statements. The statement
is effective for all periods beginning after December 15, 1997 and
reclassification financial statements for earlier periods will be required for
comparative purposes. To date, the Company has not engaged in transactions that
would result in any significant difference between its reported net loss and
comprehensive net loss as defined in the statement and therefore the reported
net loss is equivalent to comprehensive net loss.
In March 1998, the American Institute of Certified Public Accountants issued
Statement of Position 98-1, Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use ("SOP 98-1"). SOP 98-1 provides
authoritative guidance on when internal-use software costs should be capitalized
and when these costs should be expensed as incurred.
Effective in 1998, the Company adopted SOP 98-1 at its inception, however the
Company has not incurred costs to date that would require evaluation in
accordance with the SOP.
Effective December 31, 1998, SFAS No. 131, Disclosures about Segments of an
Enterprise and Related Information ("SFAS 131") was adopted by the Company at
its inception. SFAS 131 superseded SFAS No. 14, Financial Reporting for Segments
of a Business Enterprise. SFAS 131 establishes standards for the way that public
business enterprises report information about operating segments in annual
financial statements and requires that those enterprises report selected
information about operating segments in interim financial reports. SFAS 131 also
establishes standards for related disclosures about products and services,
geographic areas, and major customers. The adoption of SFAS 131 did not affect
results of operations or financial position. To date, the Company has not
operated in its one planned business activity.
F-8
27
At its inception, the Company adopted the provisions of SFAS No. 132, Employers'
Disclosures about Pensions and Other Post-retirement Benefits ("SFAS 132"). SFAS
132 supersedes the disclosure requirements in SFAS No. 87, Employers' Accounting
for Pensions, and SFAS No. 106, Employers' Accounting for Post-retirement
Benefits Other Than Pensions. The overall objective of SFAS 132 is to improve
and standardize disclosures about pensions and other post-retirement benefits
and to make the required information more understandable. The adoption of SFAS
132 did not affect results of operations or financial position.
The Company has not initiated benefit plans to date that would require
disclosure under the statement.
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities ("SFAS 133"), which
is required to be adopted in years beginning after June 15, 1999. SFAS 133 will
require the Company to recognize all derivatives on the balance sheet at fair
value. Derivatives that are not hedges must be adjusted to fair value through
income. If the derivative is a hedge, depending on the nature of the hedge,
changes in the fair value of derivatives will either be offset against the
change in fair value of hedged assets, liabilities, or firm commitments through
earnings or recognized in other comprehensive income until the hedged item is
recognized in earnings. The ineffective portion of a derivative's change in fair
value will be immediately recognized in earnings. The Company has not yet
determined what the effect of SFAS 133 will be on earnings and the financial
position of the Company, however it believes that it has not to date engaged in
significant transactions encompassed by the statement.
During 1998, the American Institute of Certified Public Accountants issued
Statement of Position 98-5 - Reporting on the Costs of Start-Up Activities. The
statement is effective for fiscal years beginning after December 15, 1998 and
requires that the cost of start-up activities, including organization costs be
expensed as incurred. The Company adopted the statement upon its inception.
Note 2. Stockholders' Equity.
At inception, the Company issued 12,900,000 shares of it's restricted common
stock to four individuals who became its directors and/or officers in exchange
for their services in forming the Company. The shares were valued at $.001 per
share ($12,900) that the Company believes represents the fair value of the
services performed by the officers.
F-9
28
During the period December 1999 through April 2000, the Company issued an
aggregate of 290,000 shares of its common stock to a limited group of investors
for cash aggregating $72,500 in private sale transactions. The shares were sold
at a price of $.25 per share.
Note 3. Commitments and contingencies
The Company neither owns nor leases any real or personal property. An officer of
the Company provided office services to the Company and the costs thereof are
included in administrative expenses. The officer, who resigned on April 14,
2000, was paid $25,000 in cash and is due an additional $25,000 at April 30,
2000, as compensation for services and office related expenses.
The officers and directors of the Company are involved in other business
activities and may become involved in other business activities in the future.
Such business activities may conflict with the activities of the Company. The
Company has not formulated a policy for the resolution of any such conflicts
that may arise.
Note 4. Income Taxes
Deferred income taxes may arise from temporary differences resulting from income
and expense items reported for financial accounting and tax purposes in
different periods. Deferred taxes are classified as current or non-current,
depending on the classifications of the assets and liabilities to which they
relate. Deferred taxes arising from temporary differences that are not related
to an asset or liability are classified as current or non-current depending on
the periods in which the temporary differences are expected to reverse. The
Company had no significant deferred tax items arise during any of the periods
presented.
The Company has not provided for income taxes during the period ended April 30,
2000 as a result of an operating loss. The Company has a net operating loss
carryforward at April 30, 2000 of approximately $88,000. The Company has fully
reserved the deferred tax asset (approximately $18,000) that would arise from
the loss carryforward since it is more likely than not that the Company not will
sustain a level of operations that would assure the utilization of the loss in
future periods.
F-10
29
Note 6. Statement of Operations Information
The Company paid an aggregate of $87,900 in management fees of which $12,900 was
paid by the issuance of 12,900,000 shares of common stock with the balance of
$75,000 paid in cash or included in accounts payable. Significant services
provided to the Company with respect to the management fees are as follows:
Consulting services corporate formation,
business structure, and strategy for
entry into the public market $ 52,500
Assistance with selection of and co-ordination
with accountants and attorneys 12,000
Compensation of directors & officers 12,900
Managerial and bookkeeping functions 10,500
--------
$ 87,900
========
F-11
30
No dealer, salesman or other person is authorized to give any information or
make any representations not contained in this Prospectus with respect to the
offering made hereby. This Prospectus does not constitute an offer to sell any
of the securities offered hereby in any jurisdiction where, or to any person to 1,100,000 Shares of Common Stock
whom it is unlawful to make such an offer. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create an BALLYHOO CAPITAL
implication that there has been no change in the information set forth herein or VENTURES, INC.
in the business of the Company since the date hereof.
TABLE OF CONTENTS PROSPECTUS
Prospectus Summary..................................................3
Risk Factors........................................................3
Market for the Shares...............................................9 August __, 2000
Dividend Policy.....................................................9
Proposed Business and Plan of Operations............................9
Business...........................................................13
Management.........................................................14
Executive Compensation.............................................14
Security Ownership of Certain Beneficial
Owners and Management............................................14
Indemnification....................................................15
Certain Relationships and Related
Transactions......................................................15
Plan of Distribution/Selling Security Holders......................15
Description of Securities..........................................17
Legal Matters......................................................18
Experts............................................................18
Additional Information.............................................18
Financial Statements..............................................F-1
31
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
Item 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Reference is hereby made to the provisions of the Nevada General
Corporation Act which provides for indemnification of directors and officers
under certain circumstances.
Reference is hereby made to Article IX of Registrant"s Articles of
Incorporation which is filed as Exhibit 3(a).
Reference is hereby made to Article IX of Registrant's By-Laws which
are filed as Exhibit 3(c).
Item 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the expenses in connection with the
issuance and distribution of the securities offered hereby.
Registration Fee $ 1
Printing Expenses* 2,000
Legal Fees and Expenses* 20,000
Accounting Fees and Expenses* 1,500
Blue Sky Fees and Expenses* 0
Transfer Agent Fees and Expenses* 1,000
Misc.* 569
-------
Total $24,598
=======
*Estimated
Item 26. RECENT SALES OF UNREGISTERED SECURITIES.
The following provides information of all sales of securities in the
last 3 years which were not registered under the Securities Act of 1933.
In connection with the organization of the Company in December 1999 we
issued shares to our promoters and a director as follows:
In connection with the organization of the Company shares were issued
to the founders as follows: John Polli, Jr. - 12,100,000 shares, Joel R. Shine -
200,000 shares and Timothy Miles - 600,000 shares. Such shares were issued
pursuant to an exemption from registration under the Securities Act of 1933
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pursuant to Section 4(2) thereof. Such shares contain a restrictive legend and
may not be transferred without registration under the Securities Act of 1933 or
an exemption from registration.
From December 1999 to April 2000 we conducted a private offering of
securities pursuant to an exemption from registration under the Securities Act
of 1933 pursuant to Rule 505 of Regulation D. We offered common stock at $.25
per share. Such units were sold to 28 investors resulting in the issuance of
290,000 shares of common stock. All such securities were sold pursuant to an
agreement wherein the purchasers acknowledged the shares were not registered
under the Securities Act of 1933, could be transferred or sold only pursuant to
a registration statement or an exemption from registration and the certificates
contain a restrictive legend preventing free transfer.
In July 2000 we sold 10,000 shares to one accredited investor for
$2,500 pursuant to an exemption from registration under Section 4(2) of the
Securities Act of 1933.
In July 2000 we issued warrants to purchase 4,000,000 shares of our
common stock as a dividend.
None of the securities discussed above were registered under the
Securities Act of 1933, exemption being claimed in each case pursuant to Section
4(2), Regulation D or as otherwise specified. All of such securities were not
solicitated by advertising or any general solicitation and contain a restrictive
legend.
Item 27. EXHIBITS.
EXHIBIT NO. DESCRIPTION
- ----------- -----------
3(a) Articles of Incorporation of the Registrant
3(c) By-Laws of the Registrant
3(d) Form of Class A, B and C Stock Purchase Warrants
5.1 Opinion of Counsel
24 Consent of counsel is contained in Exhibit 5.1
24.1 Independent Auditors Consent
27 Financial Data Schedule
Item 28. UNDERTAKINGS.
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 the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission
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such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the 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 such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel, the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the questions whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement.
(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 such information in the registration statement.
2. That for the purpose of determining any liability under the
Securities Act of 1935, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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.
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
of the requirements of filing on Form SB-2 and authorized
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this registration statement to be signed on its behalf by the undersigned, in
the City of Moneray and State of California on August 22, 2000.
BALLYHOO CAPITAL VENTURES, INC.
By: /S/ JOHN POLLI, JR.
-----------------------
John Polli, Jr.
President/principal executive officer/principal accounting officer
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 TITLE DATE
- --------- ----- ----
/s/ John Polli, Jr. Director August 22, 2000
- -------------------
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