As filed with the Securities and Exchange Commission on December 2, 2004
Registration No. 333-83388
================================================================================
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM SB-2
REGISTRATION STATEMENT
Under
The Securities Act of 1933
RUSSIAN ATHENA, INC.
(Name of small business issuer as specified in its charter)
Delaware 7389 33-0619531
(State or Jurisdiction of Primary SIC Code (IRS Employer
incorporation or organization) Identification No.)
24351 Pasto Road Jehu Hand, CEO
Dana Point, California 92629 24351 Pasto Road Suite B
(949) 489-2400 Dana Point, California 92629
(Address, including zip code, and telephone number,
including area code (949) 489-2400
of Registrant's principal executive offices) (Name, address, including zip code,
and telephone number, including
area code, of agent for service
Approximate date of commencement of proposed sale of the securities to
the public: As soon as practicable after the effective date of this registration
statement.
If 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, please check the following box: [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration 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, please check the following box:[ ]
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Each Class of Amount to Offering Price Aggregate Amount of
Securities to be Registered Be Registered Per Share(1) Offering Price Registration Fee
Common Stock offered by
Selling Shareholders................. 13,600,000 .10 $ 1,360,000 $ 125.12
Total.................................. 13,600,000 $ 1,360,000 $ 125.12 (2)
(1) Estimated solely for purposes of calculating the registration fee. The
proposed maximum offering price per share is based upon the expected
public offering price of $.10 per share pursuant to Rule 457(a). The
common stock is not traded on any market and the Registrant makes no
representation hereby as to the price at which its common stock shall
trade.
(2) Paid with initial filing.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION
PROSPECTUS
RUSSIAN ATHENA, INC.
13,600,000 Shares of Common Stock
The 13,600,000 shares of common stock of Russian Athena, Inc., a Delaware
corporation ("Russian Athena") are offered by the selling stockholders. The
expenses of the offering, estimated at $8,000, will be paid by Russian Athena.
Russian Athena will not receive any proceeds from the sale of shares by the
selling stockholders. There is currently no trading market for the common stock.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED ON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Purchase of these securities involves risks. See "Risk Factors" on page 3.
Initial Offering Price Sales Commissions Total to Selling Stockholders
Per share $.10 (1) $.10
Total $1,360,0000 (1) $1,360,000
(1)Russian Athena will not receive any proceeds from this offering. No person
has agreed to underwrite or take down any of the securities. For sales
on any trading market, sales commissions will be limited to those paid
in similar market transactions. For private sale transactions, no sales
commission can be paid. There is no minimum amount of securities which
may be sold. The sale price has been se arbitrarily by Jehu Hand, the
president of Russian Athena and the principal selling shareholder. Such
price bears no relationship to book value, revenues, earnings per share
or other recognized criteria of value.
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
The date of this prospectus is December __, 2004.
PROSPECTUS SUMMARY
The following is only a summary of the information, financial statements
and the notes included in this prospectus.
Russian Athena
Russian Athena is engaged in the business of operating an international
marriage agency in Russia. We have opened one office in Sochi, Russia and but we
intend to open up to 50 offices at the rate of 6-20 offices per year. The first
office in Sochi, Russia will serve as the administrative headquarters.
Management currently operates an international marriage agency in Ukraine,
Athena Marriage Agency, which business is not operated by Russian Athena.
Russian Athena and Athena operate separately and independently although they
might jointly advertise for customers and their internet websites are linked.
Russian Athena does not intend to acquire any other business, including
Athena. Russian Athena is in the development stage and had its first sales in
the quarter ended September 30, 2004.
The Offering
The offering is being made by the selling stockholders, who are offering
all of the shares owned by them.
Securities Offered:.............................. 13,600,000 shares of common stock.
Initial Offering Price........................... $.10 per share.
Offering Period:Until [12 months from effective date]
Risk Factors................................. The securities offered hereby involve a high degree of
risk and immediate substantial dilution and should not be
purchased by investors who cannot afford the loss of their
entire investment.
Common Stock Outstanding(1) Before Offering:..... 13,600,000(1) shares
Common Stock Outstanding After Offering:......... 13,600,000(1) shares
(1) Based on shares outstanding as of September 30, 2004.
The corporate offices of Russian Athena are located at 24351 Pasto
Road, Suite B, Dana Point, California 92629, and its telephone number is (949)
489-2400.
Selected Financial Data
The following selected financial data is a summary of the audited and
unaudited financial statements of Russian Athena for the periods presented.
Three Months Inception
Ended (4/21/94) to
September 30, Year Ended June 30, September 30,
-------------------------------------------------------------
2004 2004 2003 2002 2001 2000 2004
Statement of Operations Data
Sales $ 57 $ 0 $ 0 $ 0 $ 0 $ 0 $ 57
General and Administrative
Expense $ 11,247 $ 11,671 $ 11,632 $ 2,524 $ 947 $ 1,134 $ 56,272
Net Loss (11,943) (11,897) (11,632) (17,524) 947 (1,134) (58,697)
Net Loss Per Share $ (0.01) $ (.01) $ (.01) $ Nil $ Nil $ Nil $ (.01)
2
Three Months
Ended
September 30, Year Ended June 30,
----------------------------------------
2004 2004 2003 2002 2001 2000
Balance Sheet Data
Total Assets $ 34,306 $ 41,581 $ 215 $ 215 $ -- $ --
Current Liabilities 76,988 72,320 17,633 5,921 3,182 2,235
Shareholders Equity (Deficit) (42,682) (30,739) (17,338) (5,706) (3,182) (2,235)
Risk Factors
The securities offered hereby are highly speculative and very risky.
Before you buy consider the following risk factors and the rest of this
prospectus.
RISK FACTORS
The shares are a speculative investment and very risky. You should
especially consider the following risk factors.
We will require more capital to open all the offices we plan, and your
investment will be diluted.
Russian Athena has cash on hand and marketable securities of $30,915 as
of September 30, 2004. Management estimates that this amount is sufficient to
open 5 offices, but that approximately $6,500 will be needed to open each of the
additional projected 44 offices ($286,000). We don't expect that cash from
operations will generate this amount, so we plan to sell additional equity to
obtain financing. Investors' interest in Russian Athena will be diluted by any
sales of equity. We can't predict at what price such sales of equity may occur.
Proposed legislation may affect our business
Legislation has been proposed in the U.S. Congress to require all
international agencies such as Russian Athena to require male clients to supply
criminal and marital history prior to obtaining contract information of our
female customers. Management believes such legislation, if adopted, will be
unduly burdensome and will significantly reduce the number of potential clients.
We do business in Russia where business is more difficult than in the west.
Our primary business operations are in Russia. Business operations in
Russia is subject to a higher level of risk. In its on-going transition from a
centrally-controlled economy under communist rule, these countries in general
have experienced dramatic political, social and economic upheaval. There is a
risk that further reforms necessary to complete this transition will not occur.
In August 1998, the economy of the NIS entered a period of even greater economic
instability which has continued since that time. There is continued volatility
in the debt and equity markets, and hyperinflation may resume. Confidence in the
banking sector has yet to be restored, and there continues to be a general lack
of liquidity in the economy. In addition, Russian Athena may be harmed by
regulatory, political and legal developments beyond the control of companies
operating in these countried, including:
o diplomatic developments,
o decisions of international lending organizations,
o regional tensions,
o currency repatriation restrictions,
o foreign exchange fluctuations,
o an undeveloped system of commercial laws, and a relatively untested
judicial system,
o an evolving taxation system subject to constant changes which may be
applied retroactively and subject to varying interpretations by tax authorities
which may not coincide with that of management and can result in assessments of
additional taxes, penalties and interest, which can be significant, and
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o other legal developments and, in particular, the risks of expropriation,
nationalization and confiscation of assets and changes in legislation relating
to foreign ownership.
Given the recent economic turmoil in these countries, there is a risk
that financing will not be available on acceptable terms for Russian Athena.
Failure to obtain sufficient capital for our business would force us to curtail
or delay implementation of our business plan.
Our auditors have rendered a going concern emphasis opinion on our financial
statements.
Our auditors have expressed concern as to our ability to continue as a
going concern. If our business is ultimately unsuccessful, the assets on our
balance sheet could be worth significantly less than their carrying value and
the amount available for distribution to stockholders on liquidation would
likely be insignificant.
Penny stock rules could make it hard to resell your shares.
Russian Athena's common stock does not meet the listing requirements
for any trading market other than the OTC Bulletin Board. The OTC Bulletin Board
may not approve our listing. Consequently, the liquidity of Russian Athena's
securities could be impaired, not only in the number of securities which could
be bought and sold, but also through delays in the timing of transactions,
reduction in security analysts' and the news media's coverage of Russian Athena,
and lower prices for Russian Athena's securities than might otherwise be
attained.
In addition, the "penny stock" rules limit trading of securities not
traded on NASDAQ or a recognized stock exchange, or securities which do not
trade at a price of $5.00 or higher, in that brokers making trades in those
securities must make a special suitability determination for purchasers of the
security, and obtain the purchaser's consent prior to sale. The application of
these rules may make it difficult for purchasers in this offering to resell
their shares.
ADDITIONAL INFORMATION
Russian Athena has filed a registration statement under the Securities
Act with respect to the securities offered hereby with the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549. This prospectus, which is a part of the
registration statement, does not contain all of the information contained in the
registration statement and the exhibits and schedules thereto, certain items of
which are omitted in accordance with the rules and regulations of the
Commission. For further information with respect to Russian Athena and the
securities offered, reference is made to the registration statement, including
all exhibits and schedules thereto, which may be inspected and copied at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549, at prescribed rates during regular
business hours. Statements contained in this prospectus as to the contents of
any contract or other document are not necessarily complete, and in each
instance reference is made to the copy of such contract or document filed as an
exhibit to the registration statement, each such statement being qualified in
its entirety by such reference. Russian Athena will provide, without charge upon
oral or written request of any person, a copy of any information incorporated by
reference herein. This request should be directed to Russian Athena at 24351
Pasto Road, Suite B, Dana Point, California 92629, telephone (949) 489-2400.
Russian Athena is required to file reports and other information with
the Commission. All of such reports and other information may be inspected and
copied at the Commission's public reference facilities described above. The
public may obtain information on the operation of the public reference room in
Washington ,D.C. by calling the Commission at 1-800-SEC-0330. The Commission
maintains a web site that contains reports, proxy and information statements and
other information regarding issuers that file electronically with the
Commission. The address of such site is http://www.sec.gov. In addition, Russian
Athena intends to make available to its shareholders annual reports, including
audited financial statements and such other reports as Russian Athena may
determine.
DIVIDEND POLICY
Russian Athena has not paid any dividends on its common stock. Russian
Athena currently intends to retain any earnings for use in its business, and
therefore does not anticipate paying cash dividends in the foreseeable future.
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MARKET PRICE OF COMMON STOCK
Our common stock has never been traded. As of June 30, 2004, there were
approximately 160 record holders of common stock.
There are no warrants or options outstanding and no registration rights
have been granted. As of the date of this prospectus 13,600,000 shares are
outstanding, all of which have been registered for resale via this prospectus.
Russian Athena understands it is the position of the SEC's Office of Small
Business that the outstanding shares of a blank check company are not entitled
to rely upon the safe harbor provisions of Rule 144 in making any resales of
securities. Although management does not believe that Russian Athena is a blank
check company. We have registered all outstanding shares for sale and will not
rely on Rule 144 in the sales registered in this prospectus.
PLAN OF OPERATION
We have received revenues from operations only in September 2004. We
opened our first office in Sochi, Russia in July 2004 and commenced receiving
revenues in September 2004. The Sochi office is also our administrative
headquarters, where payment, bookkeeping and programming are centralized. The
opening costs for Sochi were $12,217 including advance rent and other lease
acquisition costs, computer equipment, furniture and fixtures, and local
advertising. Sochi has an office manager and a translator on staff, for total
salaries of $1,350 per month. Rent and other expenses is an additional $1,350
per month, resulting in total overhead of $2,700 for this office.
It is management's experience with another marriage agency it operates
that office revenues are dependent on the number of ladies registered with each
office as potential brides, and ranges from $3 to $4 per month per lady.
Therefore a base of 770 ladies will be necessary to obtain break even for Sochi.
Our experience is that this level of ladies will require about $2,000
in advertising. Additional offices will only require a manager and translator,
with total monthly salary and office costs of $800, with 300 ladies needed for
break even and opening costs of $6,500 per office after the initial office is
opened in Sochi. We have hired an in-country manager at a salary of $1,000 per
month to open the offices and supervise them. As of the date of this prospectus,
no other employees have been hired.
Based on management's experience in operating a marriage agency in
Ukraine, we expect that through June 30, 2005 we can open a total of 6 offices
(Sochi plus five additional offices) for $45,000 total budget. We have
identified 50 cities in Russia where we intend to open offices. Opening a total
of 50 offices will require approximately $328,000 in capital, including
internally generated funds, and we believe will result in revenues of $100,000
per month. We also estimate that other annual general and administrative costs
related to being public will be $22,000.
Russian Athena has funds on hand for operations and expansion through
June 30, 2005. After June 30, 2005, we believe that internally generated funds
or additional equity investments totaling $300,000 will be necessary to complete
expansion. If we received all the funding, we can open four offices per month
commencing on April 1, 2006. If we do not receive all the outside funding we
need, we will be limited to using internally generated funds and will require up
to several years to open all our offices.
We do not have any agreements or understandings with respect to sources
of capital. We have not identified any potential sources. It's likely that we
will not be able to raise the entire amount required initially, in which case
our development time will be extended until such full amount can be obtained.
Information included in this prospectus includes forward looking
statements, which can be identified by the use of forward-looking terminology
such as may, expect, anticipate, believe, estimate, or continue, or the negative
thereof or other variations thereon or comparable terminology. The statements in
"Risk Factors" and other statements and disclaimers in this prospectus
constitute cautionary statements identifying important factors, including risks
and uncertainties, relating to the forward-looking statements that could cause
actual results to differ materially from those reflected in the forward-looking
statements.
5
Since we have not yet generated any revenues, we are a development
stage company as that term is defined in paragraphs 8 and 9 of SFAS No. 7. Our
activities to date have been limited to seeking capital; seeking supply
contracts and development of a business plan. Our auditors have included an
explanatory paragraph in their report on our financial statements, relating to
the uncertainty of our business as a going concern, due to our lack of operating
history or current revenues, its nature as a start up business, management's
limited experience and limited funds. We do not believe that conventional
financing, such as bank loans, is available to us due to these factors.
Management believes that it will be able to raise the required funds for
operations from one or more future offerings, and to be able to effect our
business plan. However, Management believes that Russian Athena's ability to
raise significant amounts of financing, including the additional $300,000
required as set forth above, will be dependent on obtaining an initial contract,
and other risks inherent in the business as discussed under the caption "Risk
Factors" may affect the outcome of Management's plans.
BUSINESS
General
On November 18, 2001, Russian Athena, Inc. formerly known as Marin
Technologies, Inc., a publicly reporting corporation formed in April 1994 solely
to seek for and make an acquisition, acquired rights to certain satellite
technology for exploitation in Eastern Europe and changed its name to Myercom,
Inc. Russian Athena was unable to find practicable market to this technology and
abandoned this business. Subsequently, management began to explore the
possibility of opening a marriage agency in Eastern Europe. The Company's name
was changed to "Russian Athena, Inc." to reflect the new business. We operate in
Russia under our wholly owned Russian subsidiary, "Ruskaya Afina" which means
(Russian Athena).
The "Mail Order Bride" Industry
The term "Mail Order Bride" is a misnomer. No one to our knowledge in
modern times has merely ordered himself a bride via the internet or catalog. The
modern foreign bride industry is a product of the internet facilitating
international communication. Russian Athena is part of the internet dating
phenomenon. Our male customers generally are from the United States, Canada,
Western Europe, Australia and New Zealand. In this prospectus we refer to these
men as "Western" men eventhough not all are from the West. Most women who seek
for international grooms are from Asia, Latin America or Eastern Europe. Our
agency operates in the Russian Federation, which is the principal country for
the Eastern Europe women seeking marriage to foreigners. Russia has population
of approximately 135 million people.
There have been many reasons advanced for the desire of the Russian
woman to seek a husband abroad. Better economic conditions and the perceived
better ability and predisposition of a western man to sustain a marriage and
raise a family are often given as reasons by the women themselves. Western men
who seek for brides in Eastern Europe do so for a variety of reasons, including
beauty, higher educational standards, and the perceived higher interest of such
women in family life. The popularity of internet dating attests to the fact
that, in any population, there will always be a certain percentage of persons
who for whatever reason believe they cannot find their soul mate where they live
or through conventional channels.
Services Offered
Revenues in the industry primarily consist of address sales, fees for
introductions, tours, including lodging and travel assistance, email forwarding
and translating (to and from Russian to Western languages), and flower and gift
delivery. Russian Athena will not offer traditional tours, where a small number
of men meet hundreds of women in a group setting. Instead, we will sell contact
information (postal address and, if the lady consents, telephone and email
addresses) and offer men the opportunity to use our email forwarding and
translation service. Postal mail to and from Russian is slow, requiring two to
four weeks each way for delivery. Most of our ladies will not speak English or
other Western European languages, so the letters will be translated between
Russian and the man's native language.
The software which we utilize is designed so that a man writes his
letter to the lady online. The letter is forwarded by email to the office where
the lady lives, and is translated by the local staff into Russian. The lady is
contacted by telephone and the letter is usually hand delivered the same day, or
she comes to the office to receive it. If she wishes to correspond, the lady
writes a reply and gives it to our staff either by mail or personal visit to the
local office, where it is translated and emailed to her correspondent. In some
cities we may mail the letter to the lady instead of hand delivery, depending on
the size of the city and the efficiency of public transportation.
6
If the man decides to visit one of our office locations to meet the
lady in person, we can arrange a visa invitation and accommodations in a rented
apartment. We will rent apartments for our clients from non-affiliated persons.
Our agency also can supply interpreter service, airport pick-up and drop-off and
other travel support. All services will be paid by credit card on our secure
site. Ladies pay nothing for our services.
Marketing and Service Standards
We have entered into a contract with World Digital Network, which
markets for a network of agencies similar to our own known as the Angelika
network. We will market our services through the internet at our proposed
website, RussianAthena.com. We will also link to RussianAthena.com at an agency
website, athenaagency.com, operated by our management in Ukraine. In addition,
more than 20 Angelika network sites such as angelika.net, bluesapphires.net and
onetruelove.net market our ladies. As a result of the Angelika network, we can
receive revenue immediately upon posting the profiles of our first ladies in the
cities we open.
Our contract with WDN requires us to adhere to certain standards of
service. All ladies must personally sign up for our service and submit proof of
identity and marital status. (Russian passports contain up-to-date civil status
information.) Married women are not allowed to join. We do not provide services
to married men when we can ascertain their marital status. Original signed
correspondence from each lady must be maintained on file for two years to prove
the lady herself wrote the letters, and scanned copy of this correspondence is
sent to the male client together with the translation. Ladies who move away or
who fail to maintain interest in looking for a spouse abroad are removed from
the website. Two employees of WDN devote full time to auditing compliance with
these and other standards of conduct.
Financial requests by lady clients or meretricious solicitations by our
male clients is forbidden and result in the denial of service. We are a marriage
agency and any conduct not in keeping with that premise is not tolerated.
Intellectual Property
The software on which our website is based is used under a license from
WDN. WDN holds a copyright on all data relating to our ladies, pursuant to its
contract. Our website - specific features are copyrighted by us.
From time to time unauthorized persons can and will misappropriate
data, including photographs of our ladies from our website, in order to sell
their contact information on competing websites. Copyright protection is not
effectively enforceable against such persons in Russia who infringe. Our
strategy for combating such fraud is to expose it on the internet community in
the various interest group lists catering to men seeking a foreign bride. The
oldest and best known of such list is the RWL, located at Maelstrom.stjohns.edu,
but the Russian women guide at rwguide.com and the Russian woman list on
yahoogroups.com also have many subscribers.
Competition
There are hundreds of marriage agencies specializing in Eastern
European women. The largest are Anastasia, A Foreign Affair, European
Connections, and the Angelika network of agencies of which we are a member. We
will also compete to some extent with Athena, which is controlled by our
president but only operates in Ukraine and not Russia. We believe our principal
competitive advantage over the three non Angelika competitors is quality of
service, the fact that our ladies are verified current and actively looking for
a spouse, and the reputation for integrity which we believe attaches to members
of the Angelika network.
Government Regulation
Washington State law requires that international marriage agencies
obtain marital and criminal history from Washington residents prior to releasing
ladies' contact information to male customers. The lady is then to be provided
with this information so she can decide whether to correspond with or meet the
man. We intend to comply with this law. A bill has been introduced in Congress
which seeks to implement the same requirements throughout the United States. If
implemented, this law will likely reduce our revenues because there is no
standardized readily determinable procedure whereby our U.S. male clients can
obtain official information in the 50 states regarding their marital and
criminal history, and because compliance with stifle impulse sales.
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Athena Ukraine
Our president, Jehu Hand, controls Athena Marriage Agency and its
Ukrainian subsidiary, Afina International. Athena operates seven offices in
Ukraine, separately from Russian Athena. Mr. Hand intends to link the website
for Russian Athena and Athena and to market them jointly to male customers. It
is not expected that Athena (Ukraine) will provide any administrative support
services (such as bookkeeping and programming services) to Russian Athena, but
if such services are provided it will be at the same rates that Athena charges
to perform such services to other members of the Angelika network. Mr. Hand is
not involved in the day to day Russian or Ukrainian operations of either
company, but concentrates his efforts on marketing to male customers. He does
not believe he will be subject to any conflict of interest between the two
companies although they to some extent are competitors. Any marketing expenses
incurred in support of both companies will be allocated based on the relative
number of active female customers on each website. As of September 30, 2004,
Athena had approximately 3,500 active ladies and Russian Athena had 90.
Employees; Facilities
We have no employees other than our one officer, who devotes 5 hours a
week to Russian Athena, and one in-country supervisor, who works full time, and
two full time Russian employees. We plan to seek two full time employees in each
branch office. We currently share about 200 square feet of office space provided
by our president and Athena in Dana Point, California, and intend to locate
office space in each of our locations in the near future. We don't believe we
will have great difficulty in locating such facilities. We think the existing
office space provided by our president will be adequate for the next year. It is
located within driving distance of Los Angeles and has a full complement of
photocopy and telecommunications services. We also rent office space in Sochi
Russia for $550 per month on a month to month basis.
Legal Proceedings.
Russian Athena is not a party to any pending legal proceeding.
MANAGEMENT
Directors and Executive Officers
The member of the Board of Directors of Russian Athena serves until the
next annual meeting of stockholders, or until his successors have been elected.
The officer serves at the pleasure of the Board of Directors. The following is
the director and executive officer of Russian Athena.
Jehu Hand 48 Chief Executive and Financial Officer and Director
Jehu Hand has been President, Chief Financial Officer and Secretary of
Russian Athena since its inception. Mr. Hand has been engaged in corporate and
securities law practice and has been a partner of the law firm of Hand & Hand, a
law corporation from 1994 to 1999, and of Hand & Hand, a professional
corporation, from June 2002 to the present. He is licensed with the California
State Bar. He has traveled to Russia and Ukraine many times, and currently
travels there once each month for the business of Athena and Russian Athena.
Hand & Hand was a sole proprietorship until it incorporated as a law corporation
in May 1994. From January 1992 to December 1992 he was the Vice
President-Corporate Counsel and Secretary of Biolase Technology, Inc., which
designs, manufactures and markets dental lasers and endodontics equipment. He
was a director of Biolase from February 1992 to February 1993. From January to
October, 1992 Mr. Hand was Of Counsel to the Law Firm of Lewis, D'Amato,
Brisbois & Bisgaard. From January 1991 to January 1992 he was a shareholder of
McKittrick, Jackson, DeMarco & Peckenpaugh, a law corporation. From January to
December 1990 he was a partner of Day, Campbell & Hand, and was an associate of
its predecessor law firm from July 1986 to December 1989. From 1984 to June 1986
Mr. Hand was an associate attorney with Schwartz, Kelm, Warren & Rubenstein in
Columbus, Ohio. Jehu Hand received a J.D. from New York University School of Law
and a B.A. from Brigham Young University. He is a licensed real estate broker
and is active as a registered principal (Series 7, 24 and 63) of SoCal
Securities, a broker-dealer and member of the National Association of Securities
Dealers, Inc. SoCal Securities will not participate in the offering and does not
make any market in securities. He also was a director and president of Albion
Aviation, Inc. from 2000 to March 2003. He currently devotes 5 hours per week to
Russian Athena. He is also Chief Financial Officer and a director of California
Service Stations, Inc.
8
Executive Compensation
The following table sets forth the cash and all other compensation of
Russian Athena's executive officers and directors during each of the last three
fiscal years. The remuneration described in the table includes the cost to
Russian Athena of any benefits which may be furnished to the named executive
officers, including premiums for health insurance and other benefits provided to
such individual that are extended in connection with the conduct of Russian
Athena's business. The executive officer named below did not receive any manner
of compensation in the years set forth below.
The officer devotes most of his time to other employment and serves
without compensation. Upon receipt of at least $100,000 in annual revenues, Mr.
Hand will receive a monthly salary equal to 1% of annual sales, all or part of
which may be accrued and unpaid if cash is not available.
Summary Compensation Table
ANNUAL COMPENSATION LONG TERM COMPENSATION
Name and Other Annual Awards Payouts All
Principal Position Year Salary Bonus Compensation Other
RestrictedSecurities LTIP
Compensation
Stock Underlying Payouts ($)
Awards ($)Options SARs(#)
Jehu Hand 2004 $0 0 0 0 0 0 0
President 2003 0 0 0 0 0 0
2002 0 0 0 0 0 0 0
The Company, by resolution of its Board of Directors and stockholders,
adopted a 1994 Stock Option Plan (the "Plan") on April 20, 1994. The Plan
enables the Company to offer an incentive based compensation system to
employees, officers and directors and to employees of companies who do business
with the Company.
In the discretion of a committee comprised of non-employee directors
(the "Committee"), directors, officers, and key employees of the Company and its
subsidiaries or employees of companies with which the Company does business
become participants in the Plan upon receiving grants in the form of stock
options or restricted stock. A total of 2,000,000 shares are authorized for
issuance under the Plan, of which no shares are issuable. The Company does not
intend to grant options until such time as a merger or acquisition has been
consummated. The Company may increase the number of shares authorized for
issuance under the Plan or may make other material modifications to the Plan
without shareholder approval. However, no amendment may change the existing
rights of any option holder.
Any shares which are subject to an award but are not used because the
terms and conditions of the award are not met, or any shares which are used by
participants to pay all or part of the purchase price of any option may again be
used for awards under the Plan. However, shares with respect to which a stock
appreciation right has been exercised may not again be made subject to an award.
Stock options may be granted as non-qualified stock options or
incentive stock options, but incentive stock options may not be granted at a
price less than 100% of the fair market value of the stock as of the date of
grant (110% as to any 10% shareholder at the time of grant); non-qualified stock
options may not be granted at a price less than 85% of fair market value of the
stock as of the date of grant. Restricted stock may not be granted under the
Plan in connection with incentive stock options.
9
Stock options may be exercised during a period of time fixed by the
Committee except that no stock option may be exercised more than ten years after
the date of grant or three years after death or disability, whichever is later.
In the discretion of the Committee, payment of the purchase price for the shares
of stock acquired through the exercise of a stock option may be made in cash,
shares of the Company's Common Stock or by delivery or recourse promissory notes
or a combination of notes, cash and shares of the Company's common stock or a
combination thereof. Incentive stock options may only be issued to directors,
officers and employees of the Company.
Stock options may be granted under the Plan may include the right to
acquire an Accelerated Ownership Non-Qualified Stock Option ("AO"). If an option
grant contains the AO feature and if a participant pays all or part of the
purchase price of the option with shares of the Company's common stock, then
upon exercise of the option the participant is granted an AO to purchase, at the
fair market value as of the date of the AO grant, the number of shares of common
stock the Company equal to the sum of the number of whole shares used by the
participant in payment of the purchase price and the number of whole shares, if
any, withheld by the Company as payment for withholding taxes. An AO may be
exercised between the date of grant and the date of expiration, which will be
the same as the date of expiration of the option to which the AO is related.
Stock appreciation rights and/or restricted stock may be granted in
conjunction with, or may be unrelated to stock options. A stock appreciation
right entitles a participant to receive a payment, in cash or common stock or a
combination thereof, in an amount equal to the excess of the fair market value
of the stock at the time of exercise over the fair market value as of the date
of grant. Stock appreciation rights may be exercised during a period of time
fixed by the Committee not to exceed ten years after the date of grant or three
years after death or disability, whichever is later. Restricted stock requires
the recipient to continue in service as an officer, director, employee or
consultant for a fixed period of time for ownership of the shares to vest. If
restricted shares or stock appreciation rights are issued in tandem with
options, the restricted stock or stock appreciation right is canceled upon
exercise of the option and the option will likewise terminate upon vesting of
the restricted shares.
10
PRINCIPAL SHAREHOLDERS
The following table sets forth information relating to the beneficial
ownership of Company common stock as of the date of this prospectus by (i) each
person known by Russian Athena to be the beneficial owner of more than 5% of the
outstanding shares of common stock (ii) each of Russian Athena's directors and
executive officers, and (iii) the Percentage After Offering assumes the sale of
all shares offered. Unless otherwise noted below, Russian Athena believes that
all persons named in the table have sole voting and investment power with
respect to all shares of common stock beneficially owned by them. For purposes
hereof, a person is deemed to be the beneficial owner of securities that can be
acquired by such person within 60 days from the date hereof upon the exercise of
warrants or options or the conversion of convertible securities. Each beneficial
owner's percentage ownership is determined by assuming that any warrants,
options or convertible securities that are held by such person (but not those
held by any other person) and which are exercisable within 60 days from the date
hereof, have been exercised.
Percentage Percentage
Name and Address Common Stock Before Offering After Offering
Jehu Hand(1) 10,200,000 75% --
24351 Pasto Road, Suite B
Dana Point, California 92629
Kimberly Peterson 1,276,360 9.4% --
24 Calle De La Luna
San Clemente, California 92673
All officers and directors
as a group (1 person) 10,200,000 75% --
(1) Includes 9,520,000 shares held by a family limited partnership of which Mr.
Hand controls, as well as 680,000 shares held by an irrevocable trust for the
benefit of his children. Mr. Hand disclaims beneficial ownership of such shares.
SELLING STOCKHOLDERS
The shares of common stock of Russian Athena offered by the Selling
Stockholders will be offered at market prices, as reflected on the National
Association of Securities Dealers Electronic Bulletin Board, or on the NASDAQ
Small Cap Market if the Common Stock is then traded on NASDAQ. It is anticipated
that registered broker-dealers will be allowed the commissions which are usual
and customary in open market transactions. There are no other arrangements or
understandings with respect to the distribution of the Common Stock. Except as
noted, the Selling Stockholders do not own any Common Stock except as registered
hereby for sale and will own no shares after the completion of the offering. The
relationship, if any, between Russian Athena and any Selling Stockholder is set
forth below.
Shares Beneficially Percentage
Owned Total Shares
Name and Address and Being Offered After Offering
Jehu Hand 9,520,000 __
(held in the name of Ecco Petroleum Family Limited Partnership)
24351 Pasto Road, #B
Dana Point, California 92629
(president of Russian Athena)
Joel Hand, Trustee of the
Gulbrit Hammerson Trust 680,000 *
UDT 9/3/95
1150 Silverado
La Jolla, California 92038
(trust for benefit of
children of Jehu Hand)
11
Kimberly Peterson 1,276,360 *
24 Calle De La Luna
San Clemente, California 92673
Societe Financiere du Seujet, S.A.(1) 680,000 *
14 Quai du Seujet
Geneva, Switzerland CH-1201
Coolserve Corporation 680,000 *
Logisky Tract 9-37
Minsk, Belarus
Kristen Roberts 680,000 *
15871 Caltech Circle
Westminster, California 92683
Lewis V. Sykes 8,500 *
24351 Pasto Road, #B
Dana Point, CA 92629
Iwona Alami 340 *
25132 Sanoria St.
Laguna Niguel, CA 92677
Gregory D. Wilson 340 *
747 3rd Street
San Pedro, CA 90731
Ken Graham 340 *
13213 Ballestros
Chino, CA 91710
Sayoko Tanaka 340 *
26572 Briarwood Lane
San Juan Capistrano, CA 92675
Ten Foot Line(2) 340 *
1002 California St., #A
Huntington Beach, CA 92648
Michael Rovere(2) 340 *
1002 California St., #A
Huntington Beach, CA 92648
Diane Biagianti(2) 340 *
1002 California St., #A
Huntington Beach, CA 92648
Connie Ferree 680 *
2150 N. Tenaya Way
Bldg. 21
No. 1175
L.V., NV 89128
12
Shaun P. Mackin 340 *
1786 Harmony Way
Pitsburg, CA 94565
Angela Sykes 8,500 *
24351 Pasto Road, #B
Dana Point, CA 92629
Vernon R. Gilbert 340 *
12131 Martha Ann Dr.
Los Alamitos, CA 90720
Richard B. Dunbar 1,700 *
15603 Edmore
Detroit, MI 48205
Desiree Royall 340 *
1408 Posada
Newport Beach, CA 92660
Barbara A. Royall 340 *
103 Greenfield Ave.
San Rafael, CA 94901
Jody Roberts 8,500 *
6212 Pickett Avenue
Garden Grove, CA 92845
Jeffery A. Czerwinski 1,020 *
304 1/2 B. Main St.
Balboa, CA 92624
Doug Sillasen 8,500 *
401 Memphis Avenue
Huntington Beach, CA 92648
Debra Sillasen 8,500 *
401 Memphis Avenue
Huntington Beach, CA 92648
Janae Sykes 1,700 *
(Lewis V. Sykes, Custodian)
24351 Pasto Road, #B
Dana Point, CA 92629
Craig Kennedy 340 *
831 Via Casitas
Greenbrae, CA 94904
Marvin Anderson 340 *
104 N. 26th Ave.
Yakima, WA 98902-2811
Margaret Peschong 340 *
1425 Pebble Beach Road
Mitchell, SD 57301
13
Nanette J. Peschong 340 *
511 S. Main St., No. 2
Mitchell, SD 57301
T.H. Peschong 340 *
1425 Pebble Beach Road
Mitchell, SD 57301
Kenneth Graham 340 *
13213 Ballestros
Chino, CA 91710
Denise Graham 340 *
13213 Ballestros
Chino, CA 91710
Kenneth & Denise Graham 340 *
13213 Ballestros
Chino, CA 91710
Marie Gunsten 340 *
(Denise Graham, Custodian)
13213 Ballestros
Chino, CA 91710
Audrey Gunsten 340 *
(Denise Graham, Custodian)
13213 Ballestros
Chino, CA 91710
Mary K. Roberts 340 *
24 Calle De La Luna
San Clemente, CA 92673
Mary K. Peterson 340 *
24 Calle De La Luna
San Clemente, CA 92673
Kimberly Roberts 340 *
24 Calle De La Luna
San Clemente, CA 92673
Randall Peterson 340 *
24 Calle De La Luna
San Clemente, CA 92673
Taylor Peterson 340 *
(Kimberly Peterson, Custodian)
24 Calle De La Luna
San Clemente, CA 92673
Debi K. P. Brandt 340 *
24 Calle De La Luna
San Clemente, CA 92673
Kevin Brandt 340 *
24 Calle De La Luna
San Clemente, CA 92673
14
Terance Brandt 340 *
24 Calle De La Luna
San Clemente, CA 92673
Connor Brandt 340 *
24 Calle De La Luna
San Clemente, CA 92673
Kimber Brandt 340 *
24 Calle De La Luna
San Clemente, CA 92673
Kenna Brandt 340 *
(Debi Brandt, Custodian)
24 Calle De La Luna
San Clemente, CA 92673
Kellyn Brandt 340 *
(Debi Brandt, Custodian)
24 Calle De La Luna
San Clemente, CA 92673
Kira Brandt 340 *
(Debi Brandt, Custodian)
24 Calle De La Luna
San Clemente, CA 92673
Brian James Paterson 340 *
24351 Pasto Road #B
Dana Point, CA 92629
Teresa Paterson 340 *
24351 Pasto Road #B
Dana Point, CA 92629
Keirstin Paterson 340 *
(Brian Paterson, Custodian)
24351 Pasto Road #B
Dana Point, CA 92629
Jacob Paterson 340 *
(Brian Paterson, Custodian)
24351 Pasto Road #B
Dana Point, CA 92629
Taylor Peterson 1,700 *
(Kimberly Peterson, Custodian)
24 Calle De La Luna
San Clemente, CA 92673
Richard K. Solosky 340 *
15871 Caltech Cir.
Westminster, CA 92683
Mary L. Roberts-Solosky 340 *
15871 Caltech Cir.
Westminster, CA 92683
15
Scott R. Roberts 340 *
6212 Pickett Avenue
Garden Grove, CA 92845
Kristen J. Roberts 340 *
15871 Caltech Cir.
Westminster, CA 92683
James S. Roberts 340 *
15871 Caltech Cir.
Westminster, CA 92683
Delone H. Peterson 340 *
8392 Carnegie Avenue
Westminster, CA 92683
Delone Peterson 340 *
8392 Carnegie Avenue
Westminster, CA 92683
Dee Peterson 340 *
8392 Carnegie Avenue
Westminster, CA 92683
Rulon Peterson 340 *
8392 Carnegie Avenue
Westminster, CA 92683
Brad Peterson 340 *
8392 Carnegie Avenue
Westminster, CA 92683
Todd Peterson 340 *
8392 Carnegie Avenue
Westminster, CA 92683
Mark Spragg 680 *
14621 Oak Ave.
Irvine, CA 92714
Mark Peterson 340 *
6447 Evening Star Circle
Huntington Beach, CA 92648
Jolene Peterson 340 *
6447 Evening Star Circle
Huntington Beach, CA 92648
M.D. Peterson 340 *
6447 Evening Star Circle
Huntington Beach, CA 92648
J.H. Peterson 340 *
6447 Evening Star Circle
Huntington Beach, CA 92648
Jolene Hadley 340 *
6447 Evening Star Circle
Huntington Beach, CA 92648
16
Roy Harward 340 *
3485 Summerhill
Salt Lake City, UT 84121
Brian Cowley 340 *
4378 Burgess Drive
Sacramento, CA 95838
Charles Allan Hall 340 *
2100 S. 336th St., #K-6
Federal Way, WA 98003
Kristen Hall 340 *
2100 S. 336th St., #K-6
Federal Way, WA 98003
Janice E. Johnson 680 *
26002 McNatt Ct.
Lake Forest, CA 92630
Graig G. Johnson 340 *
26002 McNatt Ct.
Lake Forest, CA 92630
Lunetta J. Peterson 680 *
91 Fuente
R.S.M., CA 92688
Cliff J. Peterson 340 *
91 Fuente
R.S.M., CA 92688
Michael E. Bever 680 *
540 Olden Way Rd.
Toppenish, WA 98948
Marian L. Bever 680 *
540 Olden Way Rd.
Toppenish, WA 98948
Michael & Marian Bever 680 *
540 Olden Way Rd.
Toppenish, WA 98948
Ryan Bever 680 *
(Michael Bever, Custodian)
540 Olden Way Rd.
Toppenish, WA 98948
Matthew Bever 680 *
(Michael Bever, Custodian)
540 Olden Way Rd.
Toppenish, WA 98948
Rebekah Bever 680 *
(Michael Bever, Custodian)
540 Olden Way Rd.
Toppenish, WA 98948
18
Richard M. Cobabe 340 *
17 Weeping Wood
Irvine, CA 92714
Christine L. Cobabe 340 *
17 Weeping Wood
Irvine, CA 92714
Richard L. Cobabe, Jr. 340 *
(Christine Cobabe, Custodian)
17 Weeping Wood
Irvine, CA 92714
Matthew M. Cobabe 340 *
(Christine Cobabe, Custodian)
17 Weeping Wood
Irvine, CA 92714
Shayla C. Cobabe 340 *
(Christine Cobabe, Custodian)
17 Weeping Wood
Irvine, CA 92714
Kenneth J. Cobabe 340 *
(Christine Cobabe, Custodian)
17 Weeping Wood
Irvine, CA 92714
Richard M. Peterson 340 *
22001 Oak Grove
Mission Viejo, CA 92692
Patti J. Peterson 340 *
22001 Oak Grove
Mission Viejo, CA 92692
Paul Thomas 340 *
5855 W. 95th #9
Los Angeles, CA 90045
Steven B. Morris 680 *
417 32nd
Manhattan Beach, CA 9026
Leann Michele Bouzidin 340 *
6447 Evening Star Circle
Huntington Beach, CA 92648
Henrique Carlos Pinguelo 340 *
6447 Evening Star Circle
Huntington Beach, CA 92648
R. Christopher Rhody 340 *
24351 Pasto Road, #B
Dana Point, CA 92629
18
William P. Hunt 340 *
24351 Pasto Road, #B
Dana Point, CA 92629
Dana S. Thomsen 680 *
2000 Westown Pky.
Apt. 7
W. Des Moines, IA 50265
Lori E. Jarvis 340 *
26 Deerfield
Irvine, CA 92714
Joel E. Hand 340 *
3930 Montefrio Court
San Diego, CA 92130
Kristen Hand 340 *
3930 Montefrio Court
San Diego, CA 92130
Joel Hand CUST Z.C. Hand 340 *
3930 Montefrio Court
San Diego, CA 92130
Kellie Hand 340 *
2365 South East Regner
Gresham, Oregon 97080
TOTAL 13,600,000 100%
* Less than 1%
(1) This corporation is controlled by Riccardo Mortara.
(2) Coolserve Corporation is controlled by Alexader Sosnovsky.
(3) Ten Foot line is owned by Michael Rovere, who is the husband of Diane
Biagianti
PLAN OF DISTRIBUTION
Russian Athena intends to apply to have its shares of common stock
registered on the OTC Bulletin Board. Russian Athena anticipates once the shares
are trading on the OTC Bulletin Board or any other market the selling
stockholders will sell their shares directly into any market created. Selling
Stockholders will sell their shares at $.10 per share until such time as a
trading market exists, at which time the sales price will be determined by the
market conditions. Selling stockholders may also sell in private transactions.
Russian Athena cannot predict the price at which shares may be sold on any
public market or whether the common stock will ever trade on any market. The
shares may be sold by the selling stockholders, as the case may be, from time to
time, in one or more transactions. Russian Athena does not intend to enter into
any arrangements with any securities dealers concerning solicitation of offers
to purchase the shares.
Commissions and discounts paid in connection with the sale of the
shares by the selling stockholders will be determined through negotiations
between them and the broker-dealers through or to which the securities are to be
sold and may vary, depending on the broker-dealers fee schedule, the size of the
transaction and other factors. The separate costs of the selling stockholders
will be borne by them. The selling stockholders will, and any broker-broker
dealer or agent that participates with the selling stockholders in the sale of
the shares by them may be deemed an "underwriter" within the meaning of the
Securities Act, and any commissions or discounts received by them and any
profits on the resale of shares purchased by them may be deemed to be
underwriting commissions under the Securities Act.
19
Regulation M prohibits certain market activities by persons selling
securities in a distribution. To demonstrate their understanding of those
restrictions and others, selling stockholders will be required, prior to the
release of unlegended shares to themselves or any transferee, to represent as
follows: that they have delivered a copy of this prospectus, and if they are
effecting sales on the Electronic Bulletin Board or interdealer quotation system
or any electronic network, that neither they nor any affiliates or person acting
on their behalf, directly or indirectly, has engaged in any short sale of
Russian Athena common stock; and for a period commencing at least 5 business
days before his first sale and ending with the date of his last sale, bid for,
purchase, or attempt to induce any person to bid for or purchase Russian Athena
common stock.
A selling stockholder, Jehu Hand, is a principal of SoCal Securities,
an NASD broker dealer. SoCal does not make markets in any securities and will
not participate in this offering. SoCal Securities has not reviewed the contents
of this prospectus.
Russian Athena will bear all costs of the offering in registering the
shares but will bear no selling expense cost. The costs of the offering are
estimated at $8,000, all of which will be paid by Russian Athena and none by the
selling shareholders. Russian Athena will use its best efforts to update the
registration statement and maintain its effectiveness for one year.
CERTAIN TRANSACTIONS
On November 18, 2001, Russian Athena, Inc., a Delaware corporation
formerly known as Marin Technologies, Inc. ("Russian Athena") acquired certain
technology from eSat, Inc., as embodied in a patent application filed with the
U.S. Patent Office, via Russian Athena's president, Mr. Jehu Hand, who acquired
this technology from eSat in payment of legal services valued at $180,000.
Russian Athena had valued these rights at $15,000, based on an estimate of the
costs of preparing and filing the patent with the US Patent and Trademark Office
and the international filing. Russian Athena understands that eSat, Inc. had
internal costs to develop the patent, but has been unable to obtain
documentation regarding such costs. Mr. Hand contributed the rights to the
technology to Russian Athena as a contribution to capital; he received no
additional consideration or shares of common stock for this transfer. Prior to
this transfer, Russian Athena and eSat had no other affiliation or relationship.
In October 2002 Russian Athena transferred the patent rights to Skyframes, Inc.,
a company of which Mr. Hand was president of until December 2002. Russian Athena
retained the perpetual, royalty free rights to Russia and the former soviet
republics and satellites. In exchange Skyframes issued to Russian Athena a
$15,000 promissory note due on demand and bearing 5% interest. Russian Athena
has decided not to pursue this technology and has written off the note payable
from Skyframes.
Mr. Hand has advanced certain expenses on behalf of Russian Athena.
Such amounts totalled $20,533, $16,386, $4,872 and $3,074, respectively, at June
30, 2004, June 30, 2003, June 30, 2002 and June 30, 2001 and are non-interest
bearing. A private investment fund controlled by Mr. Hand, Arrakis Select.,
loaned $50,000 to Russian Athena on March 31, 2004. The note is unsecured and
bears interest at 8%, and is due and payable on July 1, 2005. It is convertible
into 500,000 shares of common stock at maturity.
DESCRIPTION OF SECURITIES
Common Stock
Russian Athena's Certificate of Incorporation authorizes the issuance
of 20,000,000 shares of common stock, $.001 par value per share, of which
13,600,000 shares were outstanding as of September 30, 2004. Shareholders have
approved an increase up to 200,000,000 shares of common stock. Holders of shares
of common stock are entitled to one vote for each share on all matters to be
voted on by the stockholders. Holders of common stock have no cumulative voting
rights. Holders of shares of common stock are entitled to share ratably in
dividends, if any, as may be declared, from time to time by the Board of
Directors in its discretion, from funds legally available therefor. In the event
of a liquidation, dissolution or winding up of Russian Athena, the holders of
shares of common stock are entitled to share pro rata all assets remaining after
payment in full of all liabilities and the liquidation preference to holders of
Preferred Stock. Holders of common stock have no preemptive rights to purchase
Russian Athena's common stock. There are no conversion rights or redemption or
sinking fund provisions with respect to the common stock.
Meetings of stockholders may be called by the board of directors, the
chairman of the board, the president, or by one or more holders entitled to cast
in the aggregate not less than 20% of the votes at the meeting. Holders of a
20
majority of the shares outstanding and entitled to vote at the meeting must be
present, in person or by proxy, for a quorum to be present to enable the conduct
of business at the meeting.
Preferred Stock
Russian Athena's Certificate of Incorporation authorizes the issuance
of 1,000,000 shares of preferred stock, $.001 par value, of which no shares of
Preferred Stock are outstanding.
Russian Athena's Board of Directors has authority, without action by
the shareholders, to issue all or any portion of the authorized but unissued
preferred stock in one or more series and to determine the voting rights,
preferences as to dividends and liquidation, conversion rights, and other rights
of such series. Russian Athena considers it desirable to have preferred stock
available to provide increased flexibility in structuring possible future
acquisitions and financings and in meeting corporate needs which may arise. If
opportunities arise that would make desirable the issuance of preferred stock
through either public offering or private placements, the provisions for
preferred stock in Russian Athena's Articles of Incorporation would avoid the
possible delay and expense of a shareholder's meeting, except as may be required
by law or regulatory authorities. Issuance of the preferred stock could result,
however, in a series of securities outstanding that will have certain
preferences with respect to dividends and liquidation over the common stock
which would result in dilution of the income per share and net book value of the
common stock. Issuance of additional common stock pursuant to any conversion
right which may be attached to the terms of any series of preferred stock may
also result in dilution of the net income per share and the net book value of
the common stock. The specific terms of any series of preferred stock will
depend primarily on market conditions, terms of a proposed acquisition or
financing, and other factors existing at the time of issuance. Therefore, it is
not possible at this time to determine in what respect a particular series of
preferred stock will be superior to Russian Athena's common stock or any other
series of preferred stock which Russian Athena may issue. The Board of Directors
may issue additional preferred stock in future financings, but has no current
plans to do so at this time.
The issuance of Preferred Stock could have the effect of making it more
difficult for a third party to acquire a majority of the outstanding voting
stock of Russian Athena.
Russian Athena intends to furnish holders of its common stock annual
reports containing audited financial statements and to make public quarterly
reports containing unaudited financial information.
Transfer Agent
The transfer agent for the common stock is Colonial Stock Transfer, 66
Exchange Place, Salt Lake City, Utah 84111, and its telephone number is (801)
355-5740.
INTEREST OF NAMED EXPERTS AND COUNSEL
The legality of the Shares offered hereby will be passed upon for
Russian Athena by Hand & Hand, a professional corporation, Dana Point,
California. The principal of Hand & Hand, Jehu Hand and Russian Athena's
president, beneficially owns 10,200,000 shares of common stock.
EXPERTS
The audited financial statements of Russian Athena, Inc. included in
this Prospectus as of June 30, 2004 and 2003 have been audited by Mantyla
McReynolds, P.C., independent certified public accountants, to the extent and
for the periods set forth in their report thereon and are included in reliance
upon such report given upon the authority of such firm as experts in accounting
and auditing.
INDEMNIFICATION
Russian Athena has adopted provisions in its articles of incorporation
and bylaws that limit the liability of its directors and provide for
indemnification of its directors and officers to the full extent permitted under
the Delaware General Corporation Law ("DGCL"). Under Russian Athena's articles
of incorporation, and as permitted under the Delaware General Business Act,
directors are not liable to Russian Athena or its stockholders for monetary
21
damages arising from a breach of their fiduciary duty of care as directors. Such
provisions do not, however, relieve liability for breach of a director's duty of
loyalty to Russian Athena or its stockholders, liability for acts or omissions
not in good faith or involving intentional misconduct or knowing violations of
law, liability for transactions in which the director derived as improper
personal benefit or liability for the payment of a dividend in violation of
Delaware law. Further, the provisions do not relieve a director's liability for
violation of, or otherwise relieve Russian Athena or its directors from the
necessity of complying with, federal or state securities laws or affect the
availability of equitable remedies such as injunctive relief or recision.
At present, there is no pending litigation or proceeding involving a
director, officer, employee or agent of Russian Athena where indemnification
will be required or permitted. Russian Athena is not aware of any threatened
litigation or proceeding that may result in a claim for indemnification by any
director or officer.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of Russian Athena pursuant to the foregoing provisions, or otherwise,
Russian Athena has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by Russian Athena of expenses incurred or paid by a
director, officer or controlling person of Russian Athena 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,
Russian Athena will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
Russian Athena, Inc.'s former independent accountant Pritchett, Siler &
Hardy, P.C. ("PSH") resigned from that capacity on June 8, 2004. The report by
PSH on the financial statements of Russian Athena, Inc. dated October 31, 2001,
including balance sheets as of June 30, 2001 and the statements of operations,
cash flows and statement of stockholders' equity for the year ended June 30,
2001 and the period inception (April 20, 1994) to June 30, 2001 did not contain
an adverse opinion or a disclaimer of opinion, or was qualified or modified as
to uncertainty, audit scope or accounting principles. During the period covered
by the financial statements through the date of resignation of the former
accountant, there were no disagreements with the former accountant on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure. On June 8, 2004 Russian Athena, Inc. engaged
Mantyla McReynolds, P.C. ("MM") as its new independent accountants. Prior to the
engagement of MM, Russian Athena, Inc. did not consult with MM on the
application of accounting principles to any specific transaction nor the type of
audit opinion that might be rendered on Russian Athena, Inc.'s or Russian
Athena, Inc.'s financial statements. PSH was provided by the disclosure set
forth above and provided Russian Athena, Inc. with a letter to the effect that
it did not disagree with the above statements as far as they related to PSH. A
copy of PSH's letter was filed as an exhibit to Russian Athena's Current Report
dated June 8, 2004.
22
FINANCIAL STATEMENTS INDEX
Report of Independent Registered Public Accounting Firm 1
Balance Sheet - June 30, 2004 2
Statements of Operations for the years ended June 30, 2004 and 2003 and for the
period from Inception [April 20, 1994] through June 30, 2004 3
Statement of Stockholders' Equity for the period from Inception [April 20,
1994] through June 30, 2004 4
Statements of Cash Flows for the years ended June 30, 2004 and June 30, 2003
and for the period from Inception [April 20, 1994] through June 30, 2004 5
Notes to Financial Statements 6-11
Balance Sheet - September 30, 2004 (unaudited) 12
Statements of Operations for the three months ended September 30, 2004 and 2003 and for the
period from Inception [April 20, 1994] through September 30, 2004 (unaudited) 13
Statements of Cash Flows for the three months ended September 30, 2004 and 2003
and for the period from Inception [April 20, 1994] through September 30, 2004 (unaudited) 14
Notes to Interim Financial Statements 15-21
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
Russian Athena, Inc.
We have audited the accompanying balance sheet of Russian Athena, Inc., as of
June 30, 2004, and the related statements of operations, stockholders' equity,
and cash flows for the years ended June 30, 2004 and 2003, and for the period
from Inception [April 20, 1994] through June 30, 2004. 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 the standards of the Public Company
Accounting Oversight Board (United States). 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 Russian Athena, Inc., as of
June 30, 2004, and the results of operations and cash flows for the years ended
June 30, 2004 and 2003, and for the period from Inception [April 20, 1994]
through June 30, 2004, in conformity with accounting principles generally
accepted in the United States of America. The accompanying financial statements
have been prepared assuming the Company will continue as a going concern. As
discussed in Note D to the financial statements, the Company has accumulated
losses since inception and has not had significant operations since Inception.
These issues raise substantial doubt about its ability to continue as a going
concern. Management's plans in regard to these matters are also described in
Note D. The financial statements do not include any adjustment that might result
from the outcome of this uncertainty.
/s/ MANTYLA McREYNOLDS
MANTYLA McREYNOLDS
Salt Lake City, Utah
September 15, 2004
F-1
RUSSIAN ATHENA, INC.
(fka MYERCOM, INC.)
(A Development Stage Company)
Balance Sheet
June 30, 2004
ASSETS
CURRENT ASSETS
Cash and Cash Equivalents $ 8,365
Deposit 250
Marketable Securities [Note F] 32,966
Total Current Assets $ 41,581
Property and equipment, net --
TOTAL ASSETS $ 41,581
================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 787
Accrued Interest [Note E] 1,000
Shareholder loan [Note E] 20,533
Note Payable [Note E] 50,000
----------------
Total Current Liabilities 72,320
STOCKHOLDERS' EQUITY
Preferred Stock, $0.001 par value; 1,000,000 shares
authorized; no shares issued and outstanding $ --
Common Stock, $0.001 par value; 200,000,000 shares
authorized; 13,600,000 shares issued and outstanding 13,600
Additional paid in capital 2,415
Deficit accumulated during the development stage (45,251)
Accumulated unrealized gains (losses) (1,503)
Total Stockholders' Equity (30,739)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 41,581
See accompanying notes to financial statements
F-2
RUSSIAN ATHENA, INC.
(fka Myercom, Inc.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
For the years ended June 30, 2004 and 2003, and for the
Period from Inception (April 20, 1994) through June 30, 2004
CUMULATIVE
FROM INCEPTION
(April 20, 1994)
To
2004 2003 June 30, 2004
---- ---- -------------
REVENUES $ -- $ -- $ --
General and Administrative 11,671 11,632 45,024
---------------- ------------ ------------
Net Income (Loss) from operations (11,671) (11,632) (45,024)
Other Income (Expenses)
Interest Income 4 -- 4
Interest Expense (1,000) --
(1,000)
Dividend Income 770 -- 770
Total Other Income (Expense) (226) -- (226)
---------------- ------------- ----------
Net Income (Loss) Before Taxes (11,897) (11,632) (45,250)
Provision for Income Taxes -- -- --
------------- ------------ -----------
Net Income (11,897) (11,632) (45,250)
================ ============ ===============
Other Comprehensive Income (Loss)
Unrealized Gain (Loss) on Securities [Note F] (1,503) -- (1,503)
--------------- -------------- ---------------
Total Comprehensive Income (13,401) (11,632) (46,754)
================ ================ ===============
Income (Loss) Per Share $ (0.01) $ (0.01) $ (0.01)
================ ================ ===============
Weighted Average Shares 13,600,000 13,600,000 13,600,000
---------------- ---------------- ---------------
See accompanying Notes to Financial Statements
F-3
RUSSIAN ATHENA, INC.
(fka Myercom, Inc.)
[A Development Stage Company]
Statement of Stockholders' Equity/(Deficit)
For the Period from Inception (April 20, 1994) through June 30, 2004
Total
Preferred Additional Stockholders'
Shares Preferred Common Common Paid-in Accum. Unrealized Equity/
Issued Stock Shares Issued Stock Capital Deficit Loss (Deficit)
BALANCE, April 20, 1994 - $ - $ - $ - $ - $ - $ - $ -
Issuance of 13,600,000 shares
of common stock for cash of
$1,015, or $.00007 per share,
April 20, 1994 - - 13,600,000 13,600 (12,585) - - 1,015
Net loss for the period
ended June 30, 1994 - - - - - (42) - (42)
------ -------- --------- -------- -------- --------- -------- ---------
BALANCE, June 30, 1994 - - 13,600,000 13,600 (12,585) (42) - 973
Net loss for the year ended
June 30, 1995 - - - - - (338) - (338)
------ -------- --------- -------- -------- --------- -------- ---------
BALANCE, June 30, 1995 - - 13,600,000 13,600 (12,585) (380) - 635
Net loss for the year ended
June 30, 1996 - - - - - (320) - (320)
------ -------- --------- -------- -------- --------- -------- ---------
BALANCE, June 30, 1996 - - 13,600,000 13,600 (12,585) (700) - 315
Net loss for the year ended
June 30, 1997 - - - - - (314) - (314)
------ -------- --------- -------- -------- --------- -------- ---------
BALANCE, June 30, 1997 - - 13,600,000 13,600 (12,585) (1,014) - 1
Net loss for the year ended
June 30, 1998 - - - - - (312) - (312)
------ -------- --------- -------- -------- --------- -------- ---------
BALANCE, June 30, 1998 - - 13,600,000 13,600 (12,585) (1,326) - (311)
Net loss for the year ended
June 30, 1999 - - - - - (790) - (790)
------ -------- --------- -------- -------- --------- -------- ---------
BALANCE, June 30, 1999 - - 13,600,000 13,600 (12,585) (2,116) - (1,101)
Net loss for the year ended
June 30, 2000 - - - - - (1,134) - (1,134)
------ -------- --------- -------- -------- --------- -------- ---------
BALANCE, June 30, 2000 - - 13,600,000 13,600 (12,585) (3,250) - (2,235)
Net loss for the year ended
June 30, 2001 - - - - - (947) - (947)
------ -------- --------- -------- -------- --------- -------- ---------
BALANCE, June 30, 2001 - - 13,600,000 13,600 (12,585) (4,197) - (3,182)
Contribution of Patent - - - - 15,000 - - 15,000
Net loss for the year ended
June 30, 2002 - - - - - (17,524) - (17,524)
------ -------- --------- -------- -------- --------- -------- ---------
BALANCE, June 30, 2002 - - 13,600,000 13,600 2,415 (21,721) - (5,706)
Net loss for the year ended
June 30, 2003 - - - - - (11,632) - (11,632)
------ -------- --------- -------- -------- --------- -------- ---------
BALANCE, June 30, 2003 - - 13,600,000 13,600 2,415 (33,353) - (17,338)
Net loss for the year ended
June 30, 2004 - - - - - (11,897) (1,503) (13,401)
------ -------- --------- -------- -------- --------- -------- ---------
BALANCE, June 30, 2004 - $ - 13,600,000 $ 13,600 $ 2,415 $(45,250) $(1,503) $(30,739)
------ ------- ---------- ------- ------- ------- -------- ---------
See accompanying notes to financial statements
F-4
RUSSIAN ATHENA, INC.
(fka Myercom, Inc.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
For the years ended June 30, 2004 and 2003, and for the
Period from Inception (April 20, 1994) through June 30, 2004
CUMULATIVE
FROM INCEPTION
(April 20, 1994)
To
2004 2003 June 30, 2004
---- ---- -------------
Cash Flows From Operating Activities:
Net Income (Loss) $ (11,897) $ (11,632) $ (45,250)
Adjustments to reconcile net loss to net cash
used for operating activities:
Contribution of research and development -- -- 15,000
(Increase) in Prepaid Expenses (35) -- (250)
Increase (decrease) in accounts payable (460) 199 787
Increase (decrease) in accrued interest 1,000 -- 1,000
Increase (decrease) in related party payable 4.228 11,433 20,533
------------ ---------- ----------------
Net Cash Provided (Used) by Operating Activities (7,165) -- (8,180)
Cash Flows From Investing Activities:
Purchase of Securities (32,967) -- (32,967)
------------ ---------- -----------------
Net Cash Provided (Used) by Investing Activities (32,967) -- (32,967)
Cash Flows From Financing Activities:
Proceeds from sale of common stock -- -- 1,015
Proceeds from Note Payable 50,000 -- 50,000
------------ ---------- -----------------
Net Cash Provided (Used) by Financing Activities 50,000 -- 51,015
Effect of unrealized gain or loss on
Cash and Cash Equivalents (1,503) -- (1,503)
------------- ----------- -----------------
Net Increase (Decrease) in Cash 8,365 -- 8,635
Beginning Cash Balance -- -- --
---------------- ---------------- -----------------
Ending Cash Balance $ 8,365 $ -- $ 8,365
================ ================ ===============
Supplemental disclosures
Cash paid for interest $ -- $ -- $ --
Cash paid for income taxes -- -- --
See accompanying notes to financial statements
F-5
RUSSIAN ATHENA, INC.
(fka Myercom, Inc.)
[A Development Stage Company]
Notes to Financial Statements
June 30, 2004
NOTE A Summary of Significant Accounting Policies
Organization
Russian Athena, Inc. [fka Myercom, Inc.] ("the Company") was organized
under the laws of the State of Delaware on April 20, 1994 for the
purpose of seeking out business opportunities, including acquisitions.
The Company is considered a development stage company as defined in
Statement of Financial Accounting Standards ("SFAS") No. 7. The Company
will be very dependent on the skills, talents and abilities of
management to successfully implement its business plan. Since
inception, the Company's activities have been limited to organizational
matters and development of its business plan. The Company has begun
operations in Russia; setting up preliminary operations for their
planned bride services there. The Company has, at present time, not
paid any dividends and any dividends that may be paid in the future
will depend upon the financial requirements of the Company and other
factors.
Statement of Cash Flows
For purposes of the Statement of Cash Flows, the Company considers all
highly liquid debt investments purchased with a maturity of three
months or less to be cash equivalents. The Company had cash and cash
equivalents totaling $8,365 as of June 30, 2004.
Loss Per Share
The computation of loss per share is based on the weighted average
number of shares outstanding during the period, presented in accordance
with Statement of Financial Accounting Standards No. 128, "Earnings Per
Share".
Income Taxes
The Company applies Statement of Financial Accounting Standard (SFAS)
No. 109, "Accounting for Income Taxes," which requires the asset and
liability method of accounting for income taxes. The asset and
liability method requires that the current or deferred tax consequences
of all events, recognized in the financial statements, be measured by
applying the provisions of enacted tax laws to determine the amount of
taxes payable or refundable currently or in future years. (See Note C)
F-6
RUSSIAN ATHENA, INC.
(fka Myercom, Inc.)
[A Development Stage Company]
Notes to Financial Statements
June 30, 2004
NOTE A Summary of Significant Accounting Policies [continued]
Revenue Recognition
The Company recognizes revenues in accordance with the Securities and
Exchange Commission, Staff Accounting Bulletin (SAB) No. 104, "Revenue
Recognition in Financial Statements." SAB 104 clarifies application of
U.S. generally accepted accounting principles to revenue transactions.
The Company shall recognize revenue from fees as earned, which is when
addresses are sold, introductions are made, tours or travel assistance
is provided, e-mail forwarding and translation is complete, or other
services or products are delivered to the customer. Currently, the
Company has no revenue generating operations.
Use of Estimates in Preparation of Financial Statements
The preparation of financial statements in conformity with U.S.
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could
differ from those estimates.
Investments
The Company's investments comprise money market funds and equity
securities. These investments are held in the custody of a major
financial institution. At June 30, 2004, the Company's investments were
classified as available-for-sale. These investments are recorded in the
Balance Sheets at fair value. Unrealized gains and losses on these
investments are included as a separate component of accumulated other
comprehensive income, net of tax. [See Note F]
Fair Value Financial Instruments
The fair values of accounts receivable, prepaid expenses and accounts
payable, accrued expenses, and notes payable are estimated to
approximate the carrying values at June 30, 2004 due to the short
maturities of such instruments.
F-7
RUSSIAN ATHENA, INC.
(fka Myercom, Inc.)
[A Development Stage Company]
Notes to Financial Statements
June 30, 2004
Recently Enacted Accounting Standards
In December 2002, the FASB issued SFAS No. 148, Accounting for
Stock-Based Compensation-Transition and Disclosure. SFAS No. 148 amends
SFAS No. 123 to provide alternative methods of transition for a
voluntary change to the fair value based method of accounting for
stock-based employee compensation. In addition, SFAS No. 148 amends the
disclosure requirements of SFAS No. 123 to require prominent
disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the
effect of the method used on reported results. The provisions of SFAS
No. 148 are effective for financial statements for fiscal years and
interim periods ending after December 15, 2002. The disclosure
provisions of SFAS No. 148 have been adopted by the Company (See 1994
Stock Option Plan in Note B).
SFAS No. 150, Accounting for Certain Financial Instruments with
Characteristics of both Liability and
Equity ("SFAS No. 150") was issued in May 2003. SFAS No. 150
establishes standards for how an issuer
classifies and measures certain financial instruments with
characteristics of both liability and equity
in its statement of financial position. The adoption of SFAS No.
150 did not have a material impact on
the Company's Consolidated Financial Statements.
In November 2002, the Financial Accounting Standards Board ("FASB")
issued Financial Accounting Standards Board Interpretation No. ("FIN")
45, Guarantor's Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others, which requires
the guarantor to recognize as a liability the fair value of the
obligation at the inception of the guarantee. The disclosure
requirements in FIN 45 are effective for financial statements of
interim or annual periods ending after December 15, 2002. Management
believes the Company has no guarantees that are required to be
disclosed in the financial statements. The recognition provisions are
to be applied on a prospective basis to guarantees issued after
December 31, 2002. The adoption of the recognition provisions of FIN 45
did not have a material impact on the Company's financial statements.
In January 2003, the FASB issued FIN No. 46, Consolidation of Variable
Interest Entities, an interpretation of Accounting Research Bulletin
("ARB") No. 51. FIN No. 46, as revised in December 2003, addresses
consolidation by business enterprises of variable interest entities.
FIN No. 46 applies immediately to variable interest entities created
after January 31, 2003, and to variable interest entities in which an
enterprise obtains an interest after that date. FIN No. 46 applies in
the first year or interim period ending after December 15, 2003, to
variable interest entities in which an enterprise holds a variable
interest that it acquired before February 1, 2003. The adoption of FIN
No. 46 did not have a material impact on the Company's financial
statements.
F-8
RUSSIAN ATHENA, INC.
(fka Myercom, Inc.)
[A Development Stage Company]
Notes to Financial Statements
June 30, 2004
NOTE B Stock
Preferred Stock
The Company has authorized 1,000,000 shares of preferred stock,
$0.001 par value, with such rights,
preferences and designations to be issued in such series as
determined by the Board of Directors. No
shares are issued and outstanding at June 30, 2004.
Common Stock
The Company has authorized 20,000,000 shares of common stock with a par
value of $0.001. On April 20, 1994, in connection with its
organization, the Company issued 13,600,000 shares of its previously
authorized, but un-issued common stock. The shares were issued for cash
of $1,015 (or $0.00007 per share). The shares outstanding have been
adjusted for a 13.6 for one forward stock split in fiscal 2002.
1994 Stock Option Plan
On April 20, 1994, the Company adopted the 1994 Stock Option Plan. The
plan provides for the granting of awards of up to 2,000,000 shares of
common stock to officers, directors, employees, advisors, and employees
of other companies that do business with the Company as non-qualified
and qualified stock options. The Stock Option Committee of the Board of
Directors determines the option price, which cannot be less than the
fair market value at the date of the grant or 110% of the fair market
value if the recipient of the grant holds 10% or more of the Company's
common stock. The price per share of shares subject to a Non-Qualifies
option cannot be less than 85% of the fair market value. Options
granted under the plan will typically expire ten years from the date of
the grant (five years if the recipient of the grant holds 10% or more
of the Company's common stock on the date of the grant) or three months
after termination of employment. As of June 30, 2004, no options have
been granted.
F-9
RUSSIAN ATHENA, INC.
(fka Myercom, Inc.)
[A Development Stage Company]
Notes to Financial Statements
June 30, 2004
NOTE C Accounting for Income Taxes
No provision has been made in the financial statements for income taxes
because the Company has accumulated losses from operations since
Inception. Any deferred tax benefit arising from the operating loss
carried forward is offset entirely by a valuation allowance since it is
currently not likely that the Company will be sufficiently profitable
in the near future to take advantage of the losses.
Deferred Tax Assets Balance Tax Rate
Federal Loss carryforward (expires through 2024) 47,292 7,094 15%
Valuation Allowance (7,094)
-------
Deferred Tax Asset --
------------
The allowance has increased $2,091 from $5,003 as of June 30, 2004.
NOTE D Liquidity
The accompanying financial statements have been prepared in conformity
with generally accepted accounting principles, which contemplate
continuation of the Company as a going concern. However, the Company
has accumulated losses since Inception totaling $46,754, and has no
operations as of June 30, 2004. Further, the Company has current
liabilities in excess of current assets. Financing for the Company's
limited activities, to date, have been provided primarily by the
issuance of stock and by advances from a related party, or
shareholders. These factors raise substantial doubt about the ability
of the Company to continue as a going concern.
Management is proposing to raise any necessary additional funds, not
provided by operation, through loans or through additional sales of its
common stock or through a possible business combination with another
company. There is no assurance that the Company will be successful in
raising this additional capital or achieving profitable operations. The
financial statements do not include any adjustments that might result
from the outcome of these uncertainties.
NOTE E Related Party Transactions
Management Compensation
For years ended June 30, 2004 and 2003, the Company did not pay any
compensation to any officer or director of the Company.
F-10
RUSSIAN ATHENA, INC.
(fka Myercom, Inc.)
[A Development Stage Company]
Notes to Financial Statements
June 30, 2004
NOTE E Related Party Transactions [continued]
Office Space
The Company has not had a need to rent office space in the U.S. An
officer/shareholder of the Company is allowing the Company to use his
offices as a mailing address, as needed, at no expense to the Company.
Shareholder Loan
During the years ended June 30, 2004 and 2003, an officer/shareholder
of the Company directly paid expenses totaling $4,228 and $11,434 on
behalf of the Company. At June 30, 2004, the Company owed the
shareholder $20,533. No interest is being accrued on the payable.
Note Payable
In March 2004, the Company received loan proceeds from a lender who is
controlled by an officer/shareholder of the Company. As of June 30,
2004, the Company owed the related party $50,000 in principal on the
note and $1,000 in accrued interest. The Company issued a convertible
promissory note in the amount of $50,000. The lender has the right, at
maturity (July 1, 2005), to convert the principal sum and all accrued
interest into a number of shares of common stock of the Company at a
price of $.01 per share, or book value per share, which ever is lower.
The following summarizes the Company's indebtedness as of June 30,
2004:
Convertible Promissory Note, interest at 8%, payable in
Lump sum payment, originally due July 1, 2005 $ 50,000
Total $ 50,000
---------------
NOTE F Marketable Securities
The components of Marketable Securities are as follows:
Available
Unrealized Unrealized Recorded for Sale
Cost Basis Gains Losses Basis Securities
Common Stock & Equivalents 34,470 -- (1,503) 32,967 32,967
----------- ----------- ----------- ---------- ----------
Totals 34,370 -- (1,503) 32,967 32,967
----------- ----------- ----------- ---------- ----------
F-11
RUSSIAN ATHENA, INC.
(fka MYERCOM, INC.)
(A Development Stage Company)
ASSETS
June 30, September 30,
2004 2003
CURRENT ASSETS
Cash and Cash Equivalents $ 8,365 $ 3,777
Deposit 250 250
Accounts receivable -- 57
Marketable Securities [Note F] 32,966 26,829
---------------- ------------
Total Current Assets $ 41,581 $ 30,913
Property and equipment, net -- 3,393
---------------- ------------
TOTAL ASSETS $ 41,581 $ 34,306
================ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 787 $ 1,712
Accrued Interest [Note E] 1,000 2,000
Shareholder loan [Note E] 20,533 23,276
Note Payable [Note E] 50,000 50,000
---------------- ------------
Total Current Liabilities 72,320 76,988
---------------- ------------
STOCKHOLDERS' EQUITY
Preferred Stock, $0.001 par value; 1,000,000 shares
authorized; no shares issued and outstanding $ -- $ --
Common Stock, $0.001 par value; 20,000,000 shares
authorized; 13,600,000 shares issued and outstanding 13,600 13,600
Additional paid in capital 2,415 2,415
Deficit accumulated during the development stage (45,251) (56,792)
Accumulated unrealized gains (losses) (1,503) (1,905)
Total Stockholders' Equity (30,739) (42,682)
---------------- ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 41,581 34,306
================ ============
See accompanying notes to financial statements
F-12
RUSSIAN ATHENA, INC.
(fka Myercom, Inc.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
For the three months ended September 30, 2004 and
2003, and for the Period from Inception (April 20,
1994) through September 30, 2004
CUMULATIVE
FOR THE THREE FROM INCEPTION
MONTHS ENDED (April 20, 1994)
September 30, To
2004 2003 September 30, 2004
---- ---- ------------------
REVENUES $ 57 $ -- $ 57
General and Administrative 11,247 1,745 56,272
---------------- ---------------- ---------------
Net Income (Loss) from operations (11,190) 1,741 (56,215)
Other Income (Expenses)
Interest Income 4 -- 4
Interest Expense (1,000) -- (2,000)
Dividend Income 649 -- 1,419
Total Other Income (Expense) (351) -- (577)
---------------- --------------- --------------
Net Income (Loss) Before Taxes (11,541) (1,745) (56,792)
Provision for Income Taxes -- -- --
--------------- ------------- ----------------
- --
Net Income (11,541) (1,745) (56,792)
================ ================ ===============
Other Comprehensive Income (Loss)
Unrealized Gain (Loss) on Securities [Note F] (402) (1,905)
- -- ----------------
Total Comprehensive Income (11,943) (1,745) (58,697)
================ ================ ===============
Income (Loss) Per Share $ (0.01) $ (0.00) $ (0.01)
================ ================ ===============
Weighted Average Shares 13,600,000 13,600,000 13,600,000
---------------- ---------------- ---------------
See accompanying Notes to Financial Statements
F-13
RUSSIAN ATHENA, INC.
(fka Myercom, Inc.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
For the three months ended September 30, 2004 and
2003, and for the Period from Inception (April 20,
1994) through September 30, 2004
CUMULATIVE
FOR THE THREE FROM INCEPTION
MONTHS ENDED (April 20, 1994)
September 30, To
2004 2003 September 30, 2004
---- ---- ------------------
Cash Flows From Operating Activities:
Net Income (Loss) $ (11,541) $ (1,745) $ (56,792)
Adjustments to reconcile net loss to
net cash used for operating
activities:
Increase in accounts receivable (57) -- (57)
Contribution of research and development -- -- 15,000
(Increase) in Prepaid Expenses -- -- (250)
Increase (decrease) in accounts payable 925 -- 1,712
Increase (decrease) in accrued interest 1,000 -- 2,000
Increase (decrease) in related party payable 2,743 (1,745) 23,276
------- -------------- -------------
Net Cash Provided (Used) by
Operating Activities (6,930) -- (15,611)
Cash Flows From Investing Activities:
Purchase of Furniture and Equipment (3,393) -- (3,393)
Purchase of Securities -- -- (32,967)
Sale of Securities 6,137 -- 6,137
------------- -------------- -------------
Net Cash Provided (Used) by
Investing Activities 2,744 -- (30,223)
Cash Flows From Financing Activities:
Proceeds from sale of common stock -- -- 1,015
Proceeds from Note Payable -- -- 50,000
------------- --------------- --------------
Net Cash Provided (Used) by
Financing Activities -- -- 51,015
Effect of unrealized gain or loss on
Cash and Cash Equivalents (402) -- (1,905)
Net Increase (Decrease) in Cash (4,588) -- 3,777
Beginning Cash Balance 8,365 -- --
---------------- ---------------- --------------
Ending Cash Balance $ 3,777 $ -- $ 3,777
================ ================ ===============
Supplemental disclosures
Cash paid for interest $ -- $ -- $ --
Cash paid for income taxes -- -- --
See accompanying notes to financial statements
F-14
RUSSIAN ATHENA, INC.
(fka Myercom, Inc.)
[A Development Stage Company]
Notes to Financial Statements
September 30, 2004
NOTE A Summary of Significant Accounting Policies
Organization
Russian Athena, Inc. [fka Myercom, Inc.] ("the Company") was organized
under the laws of the State of Delaware on April 20, 1994 for the
purpose of seeking out business opportunities, including acquisitions.
The Company is considered a development stage company as defined in
Statement of Financial Accounting Standards ("SFAS") No. 7. The Company
will be very dependent on the skills, talents and abilities of
management to successfully implement its business plan. Since
inception, the Company's activities have been limited to organizational
matters and development of its business plan. The Company has begun
operations in Russia; setting up preliminary operations for their
planned bride services there. The Company has, at present time, not
paid any dividends and any dividends that may be paid in the future
will depend upon the financial requirements of the Company and other
factors.
Statement of Cash Flows
For purposes of the Statement of Cash Flows, the Company considers all
highly liquid debt investments purchased with a maturity of three
months or less to be cash equivalents. The Company had cash and cash
equivalents totaling $3,777 as of September 30, 2004.
Loss Per Share
The computation of loss per share is based on the weighted average
number of shares outstanding during the period, presented in accordance
with Statement of Financial Accounting Standards No. 128, "Earnings Per
Share".
Income Taxes
The Company applies Statement of Financial Accounting Standard (SFAS)
No. 109, "Accounting for Income Taxes," which requires the asset and
liability method of accounting for income taxes. The asset and
liability method requires that the current or deferred tax consequences
of all events, recognized in the financial statements, be measured by
applying the provisions of enacted tax laws to determine the amount of
taxes payable or refundable currently or in future years. (See Note C)
F-15
NOTE A Summary of Significant Accounting Policies [continued]
Revenue Recognition
The Company recognizes revenues in accordance with the Securities and
Exchange Commission, Staff Accounting Bulletin (SAB) No. 104, "Revenue
Recognition in Financial Statements." SAB 104 clarifies application of
U.S. generally accepted accounting principles to revenue transactions.
The Company shall recognize revenue from fees as earned, which is when
addresses are sold, introductions are made, tours or travel assistance
is provided, e-mail forwarding and translation is complete, or other
services or products are delivered to the customer. Currently, the
Company has no revenue generating operations.
Use of Estimates in Preparation of Financial Statements
The preparation of financial statements in conformity with U.S.
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could
differ from those estimates.
Investments
The Company's investments comprise money market funds and equity
securities. These investments are held in the custody of a major
financial institution. At September 30, 2004, the Company's investments
were classified as available-for-sale. These investments are recorded
in the Balance Sheets at fair value. Unrealized gains and losses on
these investments are included as a separate component of accumulated
other comprehensive income, net of tax. [See Note F]
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Fair Value Financial Instruments
The fair values of accounts receivable, prepaid expenses and accounts
payable, accrued expenses, and notes payable are estimated to
approximate the carrying values at June 30, 2004 due to the short
maturities of such instruments.
Furniture and Equipment
All furniture and equipment was purchased at the end of the quarter and
depreciation is not material.
Recently Enacted Accounting Standards
In December 2002, the FASB issued SFAS No. 148, Accounting for
Stock-Based Compensation-Transition and Disclosure. SFAS No. 148 amends
SFAS No. 123 to provide alternative methods of transition for a
voluntary change to the fair value based method of accounting for
stock-based employee compensation. In addition, SFAS No. 148 amends the
disclosure requirements of SFAS No. 123 to require prominent
disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the
effect of the method used on reported results. The provisions of SFAS
No. 148 are effective for financial statements for fiscal years and
interim periods ending after December 15, 2002. The disclosure
provisions of SFAS No. 148 have been adopted by the Company (See 1994
Stock Option Plan in Note B).
SFAS No. 150, Accounting for Certain Financial Instruments with
Characteristics of both Liability and
Equity ("SFAS No. 150") was issued in May 2003. SFAS No. 150
establishes standards for how an issuer
classifies and measures certain financial instruments with
characteristics of both liability and equity
in its statement of financial position. The adoption of SFAS No. 150
did not have a material impact on
the Company's Consolidated Financial Statements.
In November 2002, the Financial Accounting Standards Board ("FASB")
issued Financial Accounting Standards Board Interpretation No. ("FIN")
45, Guarantor's Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others, which requires
the guarantor to recognize as a liability the fair value of the
obligation at the inception of the guarantee. The disclosure
requirements in FIN 45 are effective for financial statements of
interim or annual periods ending after December 15, 2002. Management
believes the Company has no guarantees that are required to be
disclosed in the financial statements. The recognition provisions are
to be applied on a prospective basis to guarantees issued after
December 31, 2002. The adoption of the recognition provisions of FIN 45
did not have a material impact on the Company's financial statements.
In January 2003, the FASB issued FIN No. 46, Consolidation of Variable
Interest Entities, an interpretation of Accounting Research Bulletin
("ARB") No. 51. FIN No. 46, as revised in December 2003, addresses
consolidation by business enterprises of variable interest entities.
FIN No. 46 applies immediately to variable interest entities created
after January 31, 2003, and to variable interest entities in which an
enterprise obtains an interest after that date. FIN No. 46 applies in
the first year or interim period ending after December 15, 2003, to
variable interest entities in which an enterprise holds a variable
interest that it acquired before February 1, 2003. The adoption of FIN
No. 46 did not have a material impact on the Company's financial
statements.
F-17
NOTE B Stock
Preferred Stock
The Company has authorized 1,000,000 shares of preferred stock,
$0.001 par value, with such rights,
preferences and designations to be issued in such series as
determined by the Board of Directors. No
shares are issued and outstanding at September 30, 2004.
Common Stock
The Company has authorized 20,000,000 shares of common stock with a par
value of $0.001. On April 20, 1994, in connection with its
organization, the Company issued 13,600,000 shares of its previously
authorized, but un-issued common stock. The shares were issued for cash
of $1,015 (or $0.00007 per share). The shares outstanding have been
adjusted for a 13.6 for one forward stock split in fiscal 2002.
F-18
1994 Stock Option Plan
On April 20, 1994, the Company adopted the 1994 Stock Option Plan. The
plan provides for the granting of awards of up to 2,000,000 shares of
common stock to officers, directors, employees, advisors, and employees
of other companies that do business with the Company as non-qualified
and qualified stock options. The Stock Option Committee of the Board of
Directors determines the option price, which cannot be less than the
fair market value at the date of the grant or 110% of the fair market
value if the recipient of the grant holds 10% or more of the Company's
common stock. The price per share of shares subject to a Non-Qualifies
option cannot be less than 85% of the fair market value. Options
granted under the plan will typically expire ten years from the date of
the grant (five years if the recipient of the grant holds 10% or more
of the Company's common stock on the date of the grant) or three months
after termination of employment. As of September 30, 2004, no options
have been granted.
NOTE C Accounting for Income Taxes
No provision has been made in the financial statements for income taxes
because the Company has accumulated losses from operations since
Inception. Any deferred tax benefit arising from the operating loss
carried forward is offset entirely by a valuation allowance since it is
currently not likely that the Company will be sufficiently profitable
in the near future to take advantage of the losses.
Deferred Tax Assets Balance Tax Rate
Federal Loss carryforward (expires through 2024) 58,833 8,824 15%
Valuation Allowance -- (8,824) --
-------- ------- --------
Deferred Tax Asset -- -- --
======== ======= ========
The allowance has increased $1,730 from $7,094 as of June 30, 2004.
F-19
NOTE D Liquidity
The accompanying financial statements have been prepared in conformity
with generally accepted accounting principles, which contemplate
continuation of the Company as a going concern. However, the Company
has accumulated losses since Inception totaling $58,697, and has
limited operations as of September 30, 2004. Further, the Company has
current liabilities in excess of current assets. Financing for the
Company's limited activities, to date, have been provided primarily by
the issuance of stock and by advances from a related party, or
shareholders. These factors raise substantial doubt about the ability
of the Company to continue as a going concern.
Management is proposing to raise any necessary additional funds, not
provided by operation, through loans or through additional sales of its
common stock or through a possible business combination with another
company. There is no assurance that the Company will be successful in
raising this additional capital or achieving profitable operations. The
financial statements do not include any adjustments that might result
from the outcome of these uncertainties.
NOTE E Related Party Transactions
Management Compensation
For the quarters ended September 30, 2004 and 2003, the Company did not
pay any compensation to any officer or director of the Company.
Office Space
The Company has not had a need to rent office space in the U.S. An
officer/shareholder of the Company is allowing the Company to use his
offices as a mailing address, as needed, at no expense to the Company.
Shareholder Loan
During the three months ended September 30, 2004 and 2003, an
officer/shareholder of the Company directly paid expenses totaling
$3,243 and $1,745 on behalf of the Company. At September 30, 2004, the
Company owed the shareholder $23,771. No interest is being accrued on
the payable.
F-20
Note Payable
In March 2004, the Company received loan proceeds from a lender who is
controlled by an officer/shareholder of the Company. As of September
30, 2004, the Company owed the related party $50,000 in principal on
the note and $2,000 in accrued interest. The Company issued a
convertible promissory note in the amount of $50,000. The lender has
the right, at maturity (July 1, 2005), to convert the principal sum and
all accrued interest into a number of shares of common stock of the
Company at a price of $.01 per share, or book value per share, which
ever is lower. The following summarizes the Company's indebtedness as
of September 30, 2004:
Convertible Promissory Note, interest at 8%,
payable in lump sum payment, roginally due July 1, 2005 $ 50,000
----------
Total $ 50,000
----------
NOTE F Marketable Securities
The components of Marketable Securities are as follows:
Available
Unrealized Unrealized Recorded for Sale
Cost Basis Gains Losses Basis Securities
Common Stock & Equivalents 28,734 -- (1,905) 26,829 26,829
----------- ----------- ----------- ---------- ----------
Totals 28,734 -- (1,905) 26,829 26,829
----------- ----------- ----------- ---------- ----------
F-21
No dealer, salesman or other person is authorized to give any information
or to make any representations not contained in this Prospectus in connection
with the offer made hereby, and, if given or made, such information or
representations must not be relied upon as having been authorized by Russian
Athena. This Prospectus does not constitute an offer to sell or a solicitation
to an offer to buy the securities offered hereby to any person in any state or
other jurisdiction in which such offer or solicitation would be unlawful.
Neither the delivery of this Prospectus nor any sale made hereunder shall, under
any circumstances, create any implication that the information contained herein
is correct as of any time subsequent to the date hereof.
TABLE OF CONTENTS
Page
Prospectus Summary.......................... 2
Risk Factors................................ 3
Additional Information...................... 4
Dividend Policy............................. 4
Market Price of Common Stock................ 5
Plan of Operation........................... 5
Business.................................... 6
Management.................................. 8
Principal Shareholders...................... 12
Selling Stockholders........................ 12
Plan of Distribution........................ 20
Certain Transactions........................ 21
Description of Securities................... 21
Interest of Named Experts and Counsel.....22
Experts..................................... 22
Indemnification............................. 23
Changes in And Disagreements with
Accountants............................... 23
Financial Statements........................ 24
RUSSIAN ATHENA, INC.
13,600,000 SHARES
PROSPECTUS
December __, 2004
RUSSIAN ATHENA, INC.
PART II
Item 24. Indemnification of Directors and Officers.
Russian Athena has adopted provisions in its articles of
incorporation and bylaws that limit the liability of its directors and provide
for indemnification of its directors and officers to the full extent permitted
under the Delaware General Corporation Law. Under Russian Athena's articles of
incorporation, and as permitted under the Delaware General Corporation Law,
directors are not liable to Russian Athena or its stockholders for monetary
damages arising from a breach of their fiduciary duty of care as directors. Such
provisions do not, however, relieve liability for breach of a director's duty of
loyalty to Russian Athena or its stockholders, liability for acts or omissions
not in good faith or involving intentional misconduct or knowing violations of
law, liability for transactions in which the director derived as improper
personal benefit or liability for the payment of a dividend in violation of
Delaware law. Further, the provisions do not relieve a director's liability for
violation of, or otherwise relieve Russian Athena or its directors from the
necessity of complying with, federal or state securities laws or affect the
availability of equitable remedies such as injunctive relief or recision.
At present, there is no pending litigation or proceeding involving a
director, officer, employee or agent of Russian Athena where indemnification
will be required or permitted. Russian Athena is not aware of any threatened
litigation or proceeding that may result in a claim for indemnification by any
director or officer.
Item 25. Other Expenses of Issuance and Distribution. (all to be paid by Russian Athena)
Filing fee under the Securities Act of 1933 $ 340.00
Printing and engraving(1) $ 300.00
Legal Fees $ 500.00
Blue Sky Fees $ 1,200.00
Auditing Fees(1) $ 5,000.00
NASD Filing Fees $ 500.00
Miscellaneous(1) $ 160.00
TOTAL $ 8,000.00
(1) Estimates
Item 26. Recent Sales of Unregistered Securities.
None.
Item 27. Exhibits and Financial Schedules
3. Certificate of Incorporation and Bylaws
3.1. Articles of Incorporation(1)
3.2 Articles of Amendment (name change to Myercom, Inc.)(1)
3.3 Bylaws(1)
3.4 Articles of Amendment (name change to Russian Athena,
Inc.)(5)
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5. Opinion of Hand & Hand as to legality of securities being
registered.(5)
10. Material Contracts
10.1 Stock Option Plan.(1)
10.2 Patent Assignment to Russian Athena from eSat, Inc.(3)
10.3 Promissory Note to Arrakis Select.(5)
16. Changes in and Disagreements with Accountants
16.1 Letter from Thurman, Shaw & Co., LC.(2)
16.2 Letter from Pritchett, Siler & Hardy, P.C. .(4)
21. Subsidiaries of the small business issuer-Russkaya Afina, a
Russian corporation, doing business under that name.
23. Consents of Experts and Counsel
23.1 Consent of Mantyla McReynolds, P.C.(3)
23.2 Consent of Hand & Hand included in Exhibit 5 hereto
All other Exhibits called for by Rule 601 of Regulation S-B are not
applicable to this filing.
(b) Financial Statement Schedules
All schedules are omitted because they are not applicable or because
the required information is included in the financial statements or notes
thereto.
(1) Incorporated by reference to such exhibit as filed with Russian
Athena's registration statement on Form 10-SB, file number 0-27799,
filed on October 25, 1999.
(2) Incorporated by reference to such exhibit as filed with Russian
Athena's Current Report on Form 8-K dated September 7, 2001.
(3) Filed with Original registration statement.
(4) Incorporated by reference to such exhibit as filed with the Current
Report on Form 8-K dated June 8, 2004.
(5) Filed herewith
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Item 28. Undertakings.
(a) The undersigned small business issuer hereby undertakes:
(1) To file, during any period in which it offers or sells
securities, a post-effective amendment to this registration statement to:
(i) Include any prospectus required by Section 10(a)(3) of 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 material or changed information the plan of
distribution.
(2) For determining liability under the Securities Act, treat
each post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities as at that time to be the initial
bona fide offering thereof.
(3) File a post effective amendment to remove from
registration any of the securities that remain unsold at the end of the
offering.
(e) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons of the small business issuer pursuant to the foregoing
provisions, or otherwise, the small business issuer has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the small business issuer in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the small business
issuer will, unless in the opinion of its counsel that matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it meets all the requirements for filing on Form SB-2
and has duly caused this amendment to the registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized in the City of Dana
Point, State of California on November 30, 2004.
RUSSIAN ATHENA, INC.
By: /s/ Jehu Hand
Jehu Hand
President
In accordance with the requirements of the Securities Act of 1933, this
amendment to Registration Statement has been signed by the following persons in
the capacities indicated on November 30, 2004.
By: /s/ Jehu Hand President, Chief Financial Officer and
Jehu Hand Director (principal executive, accounting
and financial officer)
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