As Filed with the Securities and Exchange Commission on February 20, 2001
Registration No. ___________
================================================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------
VICTOR EBNER ENTERPRISES INC.
(Exact name of registrant as specified in its charter)
New York 8299
(State or other jurisdiction (Primary Standard Industrial
of incorporation or organization) Classification Code Number)
545 Madison Avenue
New York, New York 10022
Telephone: (212) 560-5329
(Address, including Zip Code, and telephone number, including area code, of
registrant's principal executive offices)
David J. Levenson, Esquire
Scott M. J. Anderegg, Esquire
Troutman Sanders Mays & Valentine LLP
1660 International Drive
Suite 600
McLean, Virginia 22102
(703) 734-4328 (Fax) (703) 734-4340
(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 this registration statement becomes
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
effective.
- - - - - -
If the securities being registered on this Form are being offered in connection
with the formation of a holding company and there is compliance with General
Instruction G, check the following box: [_] If this Form is filed to register
additional securities for an offering pursuant to Rule 462(b) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement number 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. [_]
Calculation of Registration Fee
======================================================================================================
Title of Each Class of Proposed Maximum Proposed Maximum Aggregate Offering Amount of
Securities to be Amount to be Offering Price Per Price (2) Registration Fee
Registered Registered (1) Share (2)
Common Stock, no par
value 50,000 N/A $ 1,000.00 $ 1.00
======================================================================================================
<FN>
(1) Represents the estimated maximum number of shares that may be issued by the Registrant in the
merger described in this Registration Statement.
(2) Pursuant to 457(f)(2), the registration fee is based on the book value of In Full Affect, Inc.
common stock, $.001 par value, on February 9, 2001 ($1,000.00).
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 Securities and Exchange Commission, acting
pursuant to Section 8(a), may determine.
[In Full Affect Letterhead]
February __, 2001
Proposed Merger - Your Vote is Very Important
---------------------------------------------
Dear fellow shareholders:
We cordially invite you to attend the annual meeting of the shareholders of
In Full Affect, Inc. to be held at 10130 E. Winding Trail, Tucson, Arizona, on
__________ 2001, at 9:00 a.m.
The purpose of the meeting will be to consider and vote on the proposed
merger of In Full Affect with Victor Ebner Enterprises Inc., a New York
corporation. As a result of the merger, each shareholder of In Full Affect will
receive one share of Victor Ebner's common stock, the two companies will merge
and In Full Affect shall cease to exist. The merger cannot be completed unless
holders of at least a majority of In Full Affect common stock approve it. If
approved, we anticipate the closing of the merger will occur in March of 2001.
No public market exist for Victor Ebner's common stock. Victor Ebner is
offering 50,000 shares of its common stock for the 50,000 outstanding shares of
In Full Affect. After the transaction Full Affect shareholder will own
approximately .5% of the combined companies.
This proxy statement/prospectus provides you with detailed information
about the proposed merger. We encourage you to read this entire document
carefully.
Your board of directors has approved the merger and believes it is in the
best interest of In Full Affect and you, our shareholders. Accordingly, the
board recommends that you vote "FOR" the merger.
This proxy statement/prospectus provides you with important information
about the proposed merger. We encourage you to read this entire document
carefully, including the risk factors section, beginning on page _____.
We hope you can attend the annual meeting. Whether or not you plan to
attend, please complete, sign and date the enclosed proxy card and return it
promptly in the enclosed envelope. If you do not return your card or vote in
person, the effect will be a vote against the approval of the merger. You can
revoke your proxy by writing to us at any time before the meeting or by
attending the meeting and voting in person.
We look forward to seeing you at the meeting.
Sincerely,
/s/ Daniel L. Hodges
-----------------------
President
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved the securities to be issued under this
proxy statement/prospectus or determined if this proxy statement/prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.
The date of this proxy statement/prospectus is dated ___________, 2001 and is
first being mailed to shareholders on or about __________, 2001.
[In Full Affect Letterhead]
Notice Of Annual Meeting Of Shareholders
To Be Held On [__________] 2001
On ____________, 2001, In Full Affect will hold the annual meeting of
shareholders at 10130 E. Winding Trail, Tucson, Arizona. The meeting will begin
at 9:00 a.m. local time.
Only shareholders of record at the close of business on [__________, 2001]
may vote at this meeting or any adjournment or postponement that may take place.
At the meeting we propose to:
- - Approve and adopt the plan of merger with Victor Ebner Enterprises Inc., a
copy of which is enclosed as Appendix A. Shareholders are entitled to
assert dissenters' rights under Nevada Revised Statutes 92A.300-92A.500,
a copy of which is enclosed as Appendix B.
- - Any other business properly brought before the meeting or any adjournments
or postponements thereof.
YOUR BOARD RECOMMENDS THAT YOU VOTE "FOR" THIS MERGER PROPOSAL WHICH IS
DISCUSSED IN MORE DETAIL IN THE ATTACHED PROXY STATEMENT/PROSPECTUS.
The approximate date of mailing this proxy statement/prospectus and card is
[_______________], 2001.
Your attention is directed to the proxy statement/prospectus delivered with
this notice.
By order of the Board of Directors,
________________________________
Corporate Secretary
Tucson, Arizona
[_____________,] 2001
Regardless of whether you plan to attend the meeting in person, you are urged to
vote promptly by dating, signing and returning the enclosed proxy card in the
accompanying envelope. You may revoke your proxy at any time prior to its
exercise in the manner described in the accompanying proxy statement/prospectus.
Table of Contents
Page
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forward Looking Statements . . . . . . . . . . . . . . . . . . . . . . . .
Unaudited Pro Forma Condensed Financial Information. . . . . . . . . . . .
The Merger
Background of the Merger. . . . . . . . . . . . . . . . . . . . . . .
Reasons of In Full Affect for the Merger . . . . . . . . . . . . . .
Reasons of Victor Ebner for the Merger . . . . . . . . . . . . . . .
Accounting Treatment . . . . . . . . . . . . . . . . . . . . . . . .
Federal Income Tax Consequences of the Merger . . . . . . . . . . . .
Rights of Dissenting Shareholders . . . . . . . . . . . . . . . . . .
Interest of Certain Persons in the Merger . . . . . . . . . . . . . .
Terms of the Plan of Merger. . . . . . . . . . . . . . . . . . . . . . . .
Differences in the Rights of the Shareholders. . . . . . . . . . . . . . .
The Companies
In Full Affect. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Victor Ebner. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Victor Ebner's Management's Discussion and Plan of Operation . . . . . . .
Description of Victor Ebner's Capital Stock. . . . . . . . . . . . . . . .
In Full Affect Shareholders' Meeting
Revocability of Proxy Voting Procedures . . . . . . . . . . . . . . .
Persons Making the Solicitation . . . . . . . . . . . . . . . . . . .
Interest of Certain Persons in the Merger . . . . . . . . . . . . . .
Voting Securities and Principal Holdings Thereof. . . . . . . . . . .
Security Ownership of In Full Affect Shares by Certain Beneficial Owners. .
Executive Compensation of the Directors and Officers of In Full Affect. . .
Shareholder Proposal. . . . . . . . . . . . . . . . . . . . . . . . .
Management Following the Merger. . . . . . . . . . . . . . . . . . . . . .
Principal Shareholders of Victor Ebner. . . . . . . . . . . . . . . .
Certain Relationships and Related Transactions. . . . . . . . . . . .
Executive Compensation of the Directors and Offices of Victor Ebner .
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . .
i
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Validity of Victor Ebner's Common Stock. . . . . . . . . . . . . . . . . .
Appendix A Plan of Merger. . . . . . . . . . . . . . . . . . . . . . . . .
Appendix B Nevada Revised Statute Sec.Sec.92A.300 - 92A.500. . . . . . . .
ii
SUMMARY OF PROXY STATEMENT/PROSPECTUS.
The following is a summary of certain information contained elsewhere in
this proxy statement/prospectus. This Summary is qualified in its entirety by
the more detailed information appearing or referred to elsewhere in this proxy
statement/prospectus.
THE MEETING
TIME, DATE AND PLACE OF MEETING
The meeting will be held on __________, __________ 2001 at 9:00 a.m. at
10130 E. Winding Trail, Tucson, Arizona 85749-8163.
PURPOSES OF THE MEETING
The meeting has been called for the purpose of considering and, if deemed
advisable, approving the merger of In Full Affect and Victor Ebner on the terms
contained in the merger agreement.
THE COMPANIES
In Full Affect, a company organized under the laws of the state of Nevada,
is an inactive publicly registered corporation which, since its inception, has
held no significant assets and has not engaged in any operations other than
organizational matters. It was specifically formed to be a "blank check"
corporation, for the purpose of either merging with or acquiring an operating
company. In Full Affect's principal executive offices are located at 10130 E.
Winding Trail, Tucson, Arizona 85749, (520) 577-1516.
Victor Ebner, a privately held company organized under the laws of the
state of New York, is a development stage business, whose efforts have been
principally devoted to developing audiovisual language systems in the United
States. Victor Ebner's principal executive offices are located at 545 Madison
Avenue, New York, New York 10022, (212) 560-5329.
THE MERGER
On the Effective Date, which is expected to be March __, 2001, In Full
Affect and Victor Ebner will merge and continue as one corporation under the
name Victor Ebner Enterprises Inc. In connection with the merger:
(a) In Full Affect's shareholders (other than dissenting shareholders)
will receive, in exchange for each of their In Full Affect common
shares, one share of Victor Ebner common shares; and
(b) On the effective date, all of the assets and liabilities of In
Full Affect will become the assets and liabilities of Victor Ebner
and the In Full Affect shareholders will become shareholders of
Victor Ebner.
1
UNAUDITED HISTORICAL AND PRO FORMA COMPARATIVE PER SHARE DATA
The following table presents certain historical per share data of In Full Effect
and Victor Ebner and certain unaudited pro forma per share data that reflect the
combination of In Full Effect and Victor Ebner using the purchase method of
accounting. The data should be read in conjunction with the audited financial
statements of In Full Effect and Victor Ebner, and the In Full Effect and Victor
Ebner unaudited condensed financial information, respectively included elsewhere
in this proxy statement/prospectus. The In Full Effect and Victor Ebner
combined pro forma per share data do not necessarily indicate the operating
results that would have been achieved had the combination of In Full Effect and
Victor Ebner actually occurred at the beginning of the periods presented nor do
they indicate future results of operations or financial position.
As of and For the Year Ended December 31, 2000
--------------------------------------------
In Full Effect Victor Ebner Pro Forma
--------------- -------------- -----------
Book value per common share $ .00 $ 31,791 $ (.02)
Cash dividend declared per common share $ .00 $ .00 $ .00
Loss per common share (Basic and diluted) $ .00 $ (31,791) $ (.02)
MARKET PRICE
There are no public markets for either Full Affect or Victor Ebner's common
stock. There have been no sales of either company's common stock prior to the
merger.
REASONS FOR THE MERGER
In evaluating the proposed merger, management of In Full Affect considered
criteria such as the value of the assets of Victor Ebner, Victor Ebner's ability
to compete in its market and the present and anticipated business operations of
Victor Ebner. Based on these criteria, management determined that the merger
was in the best interest of its shareholders.
VOTES REQUIRED
The plan of merger must be approved by at least a majority of the votes
cast in respect thereof by holders of In Full Affect common shares present in
person or represented by proxy at the meeting. At least 1% of the outstanding
shares of stock entitled to vote shall constitute a quorum for the meeting.
Shareholders of record at the close of business on February __, 2001 will
be entitled to receive notice of and vote at the meeting.
RECOMMENDATION OF THE DIRECTOR
The sole director of In Full Affect has concluded that the terms of the
plan of merger are fair to In Full Affect and its shareholders. Accordingly,
the board of directors recommends that the shareholders vote in favor of the
plan of merger. Daniel L. Hodges, the sole director of In Full Affect, owns 80%
of the outstanding shares of In Full Affect and will vote "FOR" the merger.
INCOME TAX CONSEQUENCES OF THE MERGER
Neither Victor Ebner nor In Full Affect will recognize gain or loss as a
result of the merger. Additionally, you will not recognize gain or loss by
exchanging your In Full Affect shares for shares of Victor Ebner.
2
DISSENTER'S RIGHTS
Each holder of In Full Affect common stock who dissents from the merger is
entitled to the rights and remedies of dissenting shareholders as provided in
chapter 92A.380 of the Nevada Revised Statutes, subject to compliance with the
procedures set forth in the chapter. A copy of chapter 92A.380 of the Nevada
Revised Statutes is attached as Appendix B to this proxy statement/prospectus.
A vote against the merger will not in itself constitute written notice of a
shareholder's intent to dissent.
GOVERNMENT REGULATION
The merger of Victor Ebner and In Full Affect is not subject to federal or state
regulatory review.
RISK FACTORS
The securities offered hereby are speculative in nature and involve a high
degree of risk. Prospective investors should consider carefully the following
factors, among others, prior to making an investment decision.
ARBITRARY MERGER EXCHANGE RATIO MAY RESULT IN SHAREHOLDERS NOT RECEIVING THE
FULL VALUE FOR THEIR SHARES
The one for one exchange ratio offered in this proxy statement/prospectus
may not reflect the actual value of In Full Affect's stock and bears no
relationship to the assets, book value, earnings, net worth, or any other
recognized criteria of value of In Full Affect. Consequently, the share
exchange ratio, which can be deemed an offering price for In Full Affect's
securities, was determined arbitrarily and solely by In Full Affect and Victor
Ebner which may mean that the shareholders of In Full Affect may not be
receiving the full value for their shares. In establishing the exchange ratio
or offering price, the management considered such matters as Victor Ebner's and
In Full Affect's limited financial resources and the general condition of the
securities markets. The exchange ratio of the merger should not, however, be
considered an indication of In Full Affect's actual value. Neither In Full
Affect nor Victor Ebner obtained the opinion on appraisal of a financial
consultant or other third party in establishing the exchange ratio.
DIMINISHED PERCENTAGE OWNERSHIP MAY RESULT IN LESS INFLUENCE OVER THE COMBINED
COMPANY
Non-affiliates, individuals or entities that do not control In Full Affect,
presently own approximately 5% of the outstanding shares of In Full Affect. As
a result of the merger, these same shareholders' percentage interest will
decline to .5% of the outstanding shares and therefore your ability to influence
the management of the combined company may be significantly diminished.
VICTOR EBNER MAY LOSE MONEY
In Full Affect has operated at a loss from its inception. Victor Ebner has
generated no revenues from operations from its inception and has experienced
significant losses. Victor Ebner's management and In Full Affect's management
believe Victor Ebner will begin earning revenues from operations within the next
twelve months as it transitions from a development stage company to that of an
active growth stage company. However, Victor Ebner's management anticipates
experiencing future operating losses resulting primarily from the marketing,
product development , administrative, and start up costs associated with the
establishment of its audio-visual language instruction systems enterprise in the
United States.
3
VICTOR EBNER NEEDS MORE CAPITAL AND MAY NOT BE ABLE TO FUND ITS BUSINESS
Victor Ebner incurred a net loss of $31,791 during the year ended December
31, 2000 and its current liabilities exceeded its current assets by $31,791 as
of December 31, 2000. All of Victor Ebner's assets are illiquid. After the
merger, Victor Ebner will require a substantial investment in working capital,
principally to finance its start up costs, marketing activities, development of
products tailored to the United States market, meet its debt and other
obligations, and to employ qualified personnel. Without additional capital
generated from the sale of Victor Ebner's stock, advances from the principal
shareholder of Victor Ebner, or from operations, Victor Ebner will be unable to
fund its development, offer its services on an extensive basis, or expand its
business.
Victor Ebner's existence is dependent upon management's ability to develop
profitable operations. Management is devoting substantially all of its efforts
to establishing its audio-visual language instruction systems in the United
States and there can be no assurance that Victor Ebner's efforts will be
successful. However, the planned principal operations have not commenced and no
assurance can be given that management's actions will result in profitable
operations or the resolution of its liquidity problems.
In order to improve Victor Ebner's liquidity, Victor Ebner is actively
pursing additional equity financing through discussions with investment bankers
and private investors. There can be no assurance Victor Ebner will be
successful in its effort to secure additional equity financing.
The independent auditors report on the Victor Ebner December 31, 2000
financial statements included in this Registration Statement states that Victor
Ebner's working capital deficiency and shareholder's deficit raise substantial
doubts about Victor Ebner's ability to continue as a going concern.
THE LOSS OF CHRISTIAN EBNER AS PRESIDENT WOULD DIMINISH THE PROSPECTS OF THE
COMBINED COMPANY
Victor Ebner is dependent on the continued services of certain key
management personnel, particularly Christian Ebner, the founder, sole
shareholder and president of Victor Ebner. The loss of Mr. Ebner's services
could significantly impact Victor Ebner's future operations and its ability to
one day become profitable. After the merger, Victor Ebner's growth and
profitability will depend upon its ability to attract and retain skilled
managerial, marketing and technical personnel. There are no assurances Victor
Ebner will be successful in raising the funds required or generating revenues
sufficient to fund the projected increase in personnel costs.
THERE IS NO MARKET FOR YOUR SHARES AND YOU MAY NOT BE ABLE TO SELL THEM
At the present time, no trading market exists for Victor Ebner's Common
Stock and no market may, in fact, develop after completion of the merger.
Therefore, it may be difficult to sell your shares if you should desire or need
to sell. After the merger, Victor Ebner, will seek to have its shares listed on
the OTC Bulletin Board but will not apply to have its shares listed on any
exchange.
FORWARD LOOKING STATEMENTS
This proxy statement/prospectus contains or incorporates by reference
certain forward looking statements with respect to the financial condition,
results of operations and business of Victor Ebner and, assuming the
consummation of the merger, the proposed merger with In Full Affect. These
forward-looking statements involve certain risks and uncertainties. Factors
that may cause actual results to differ materially from those contemplated by
such forward looking statements include, among others, the following
possibilities: (1) revenues following the mergers are lower than expected; (2)
competitive pressure among language training companies increases significantly;
(3) general economic conditions, either nationally or in the State of New York
in which the combined company will be doing business, are less favorable than
expected; or (4) legislation or regulatory changes adversely affect the business
in which the combined company would be engaged.
4
UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION
The Proforma Unaudited Financial Statements have been prepared in order to
present consolidated financial position and results of operations of In Full
Affect, Inc. ("In Full Affect") and Victor Ebner Enterprises, Inc. ("Victor
Ebner") as if the acquisition had occurred as of January 1, 2000.
On January 24, 2001, Victor Ebner entered into a Plan of Merger ("Merger")
whereby, subject to shareholder approval, Victor Ebner acquired, in exchange for
50,000 shares of Victor Ebner's common stock and consideration of $200,000 in
the form of a promissory note, In Full Affect, Inc. ("In Full Affect"), an
inactive publicly registered shell corporation with no significant assets or
operations. Victor Ebner shall be the surviving entity. The transaction is
accounted for using the purchase method of accounting.
The value of the stock that was issued was the historical cost of In Full
Affect's net tangible assets, which did not differ materially from their fair
value. In accordance with Accounting Principles Opinion No. 16, Victor Ebner
is the acquiring entity.
On January 24, 2001, Victor Ebner amended its certificate of incorporation
to increase the number of authorized shares of common stock from 200 to
50,000,000, with no par value.
On January 24, 2001, Victor Ebner entered into a Capital Contribution
Agreement with its sole shareholder, Christian Ebner (or "Ebner") and a
Licensing Agreement with Victor Ebner Enterprises, SA, a Swiss company owned by
Christian Ebner. Under the Capital Contribution Agreement, Ebner has agreed to
contribute one hundred percent (100%) of Victor Ebner Enterprises SA, a company
formed under the laws of Switzerland and owned by Ebner, in exchange for a total
of 10,000,000 shares of the Victor Ebner's Company's common stock. Pursuant to
the Capital Contribution Agreement, consummation of the transaction is subject
to delivery to Victor Ebner of audited financial statements ("Financial
Statements") of Victor Ebner Enterprises S. A.
Christian Ebner has until September 30, 2001 to provide Victor Ebner with
the required Financial Statements. In the event Christian Ebner fails to
deliver the Financial Statements by September 30, 2001, Victor Ebner has the
right, until March 31, 2002, to have the Financial Statements prepared. In the
event Victor Ebner and Christian Ebner fail to have the Financial Statements
prepared and delivered to Victor Ebner by March 31, 2002, the Contribution
Agreement shall become null and void. Victor Ebner cannot, at this time,
ascertain the likelihood of whether the audited Financial Statements will be
prepared and delivered to it.
The Licensing Agreement provides Victor Ebner with the right to use the
Victor Ebner Enterprises SA audio-visual language instruction systems
exclusively in the United States. The License Agreement provides for a term of
5 years and a royalty payment equal to the greater of six per cent (6%) of net
sales or $25,000 per year. Upon delivery of the Financial Statements, the
License Agreement shall be terminated.
Five million (5,000,000) shares of Victor Ebner's common stock shall be
issued to Ebner in exchange for the Capital Contribution Agreement concurrent
with the consummation of the Merger Agreement with In Full Affect, and the
remaining five million (5,000,000) shares shall be held in escrow pending Ebner
preparing and delivering the Financial Statements in accordance with the Capital
Contribution Agreement.
5
The unaudited pro forma condensed financial data have been prepared by
management of In Full Affect and Victor Ebner based on the financial statements
included elsewhere herein. The pro forma adjustments include certain
assumptions and preliminary estimates as discussed in the accompanying notes and
are subject to change. This pro forma data may not be indicative of the results
that actually would have occurred if the combination had been in effect on the
dates indicated or which may be obtained in the future. This pro forma
financial statements should be read in conjunction with the accompanying notes
and the historical financial information of both In Full Affect and Victor Ebner
(including the notes thereto) included in this Form. See "Financial
Statements."
6
UNAUDITED PRO FORMA CONDENSED BALANCE SHEET
-------------------------------------------
December 31, 2000
-----------------
In Full Pro Forma
Affect Victor Ebner Pro Forma Balance
ASSETS Inc. Inc. Adjustments Sheet
- ----------------------------------- --------------------------------------- -----------
Current Assets $ - $ 15,550 $ 15,550
--------- -------------- -----------
Total current assets 15,550 15,550
Other assets 10,000 (4) 10,000
--------------------------------------- -----------
$ - $ 15,550 $ 25,550
========= ============== ===========
LIABILITIES AND DEFICIENCY IN
- -----------------------------
STOCKHOLDERS'
------------
EQUITY
------
Current Liabilities $ - $ 47,341 200,000 (2) $ 247,341
--------- -------------- -----------
Total current liabilities - 47,341 247,341
Deficiency in Stockholders' Equity: 50 (3)
Common Stock 1,000 10 10,000 (4) 10,050
(950) (1)
(60) (1)
Additional Paid in Capital 1,800 (1,800) (1) 10,450
- (10,450) (3)
Accumulated Deficit (1,200) 1,200 (1)
------------
Deficit Accumulated During the
Development Stage (1,600) (31,801) 1,600 (1) (242,341)
-------------- -----------
(40) (1)
(200,000) (2)
(10,500) (3)
Deficiency in stockholders' equity - (31,791) (221,841)
--------- -------------- -----------
$ - $ 15,550 $ 25,550
========= ============== ===========
See accompanying notes to unaudited pro forma condensed financial information.
F-1
UNAUDITED PRO FORMA STATEMENTS OF LOSSES
---------------------------------------------
FOR THE YEAR ENDED December 31, 2000
------------------------------------------
In Full Pro Forma
Affect, Victor Ebner Pro Forma Statement of
Inc. Inc. Adjustments Losses
----------------------------------------- --------------
Revenues: $ - $ - $ - $ -
Costs and expenses:
10,500 (3) -
General and administrative 1,450 31,791 200,000 (2) 243,741
----------------------------------------- --------------
Net Loss $ (1,450) $ (31,791) $ 210,500- $ (243,741)
========================================= ==============
Loss per share (basic and diluted): $ (.00) $ (31,791) - $ (.02)
=========== ============== ==============
Weighted average shares outstanding
Basic and diluted (restated and giving
effect of re-capitalization) 1,000,000 1 10,050,000
=========== ============== ==============
See accompanying notes to unaudited pro forma condensed financial information.
F-2
NOTES TO UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION
- -------------------------------------------------------------------
Pro Forma Adjustments
The adjustments to the accompanying unaudited pro forma condensed combined
balance sheet as of December 31, 2000, are described below:
1. Record merger and cancellation of all issued and outstanding shares
of In Full Affect common stock
2. To record the acquisition of 950,000 shares of In Full Affect
common stock for $ 200,000, payable in the form of a promissory
note; the $200,000 acquisition fee has been recognized as an
organizational cost and expensed in accordance with SOP 98-5.
3. To record issuance of 50,000 shares of Victor Ebner common stock
to In Full Affect shareholders valued at $.21 per share, or $10,500.
The value of the shares issued has been recognized as an
organization cost and expensed in accordance with SOP 98-5.
F-3
THE BACKGROUND OF THE MERGER
In connection with its normal business practice, In Full Affect
continuously reviewed its strategic business opportunities and during the summer
of 2000, the company was contacted by a representative of Victor Ebner
concerning a possible merger. Discussions were entered into and subsequently
thereafter, the parties executed a letter of intent.
REASONS OF IN FULL AFFECT FOR THE MERGER
The business purpose of In Full Affect since its inception was to merge
with an operating company. The criteria used by management for determining the
appropriate merger partner is based on the expectation that the resulting
company will be successful. Therefore, management considered the value of the
assets of Victor Ebner, Victor Ebner's ability to compete in its markets and the
present and anticipated business operations of Victor Ebner. Based on these
criteria management determined that merger would likely be successful and
therefore in the best interest of its shareholders
REASONS OF VICTOR EBNER FOR THE MERGER
Management of Victor Ebner believes that being a public company with a
shareholder base will provide it with the stock liquidity and visibility to
attract investors.
ACCOUNTING TREATMENT
The merger will be accounted for under the purchase method of accounting
and in accordance with Accounting Principles Board Opinion Number 16, Victor
Ebner will be the acquiring entity.
FEDERAL INCOME TAX CONSEQUENCES FOR SHAREHOLDERS
Shareholders who hold In Full Affect common shares as capital property will
not realize a capital gain or capital loss as a result of the merger. However,
any shareholder that dissents from the merger may realize a capital gain or a
capital loss in respect of the payment resulting from such shareholder's
exercise of dissent rights. Neither In Full Affect nor Victor Ebner has
received a tax opinion or have sought a ruling from the Internal Revenue Service
in connection with the tax consequences of the merger.
RIGHT OF DISSENTING SHAREHOLDERS
The dissenting shareholder cannot challenge the corporate action unless the
action is unlawful or fraudulent. A notice of dissenter's rights must be sent
with the notice of the meeting where the vote will take place and this proxy
statement/prospectus constitutes such notice. A dissenting shareholder must
notify the company of his or her dissent in writing before the vote is taken and
is prohibited from voting in favor of the proposed action. Otherwise the
dissenting shareholder is not entitled to payment for his shares. The notice of
dissent should be addressed to Daniel L. Hodges 10130 E. Winding Trail, Tucson,
Arizona 85749-8163.
In response, In Full Affect must supply a form for demanding payment that
includes the date of the first announcement to the news media or shareholders of
the terms of the proposed action. The form must require that the person
asserting the dissenter's rights certify whether or not he or she acquired
beneficial ownership before that date. The notice must set a deadline when the
In Full Affect must receive the demand for notice.
6
The shareholder must then demand payment, certify whether he or she
acquired beneficial ownership of the shares before the date required to be set
forth in the dissenter's notice of this certification and deposit his or her
certificates, if any, in accordance with terms of the notice. The shareholder
who complies retains all other rights of a shareholder until those rights are
canceled or modified by In Full Affect's taking the proposed action. The
shareholder who fails to demand payment or deposit his or certificates where
required by the date set forth in the dissenter's notice forfeits his or her
payment.
In Full Affect must pay the dissenter within 30 days after receipt of a
demand for payment the amount In Full Affect estimates to be the fair value of
the shares plus accrued interest. In Full Affect must include with the payment
a copy of its balance sheets as of the end of a fiscal year ending not more than
16 months before the payment date, an income statement for that year, a
statement of changes in shareholders equity for that year, and the latest
available interim financial statements. In Full Affect must also provide a
statement of its estimate of the fair value of the shares, an explanation of how
the interest was calculated, a statement of dissenter's rights to demand payment
and a copy of the Nevada Revised Statute Sec.Sec. 92A.300 - 92A.500, inclusive.
INTEREST OF CERTAIN PERSONS IN THE MERGER
Daniel L. Hodges, President and sole director of In Full Affect, has agreed
to the payment of $200,000 in the form of an unsecured promissory note due in
one year with an interest rate of 8% and the cancellation of 950,000 of In Full
Affect common stock, which represents all of his shares.
TERMS OF THE PLAN OF MERGER
CONDITIONS TO THE MERGER
The obligations of In Full Affect and Victor Ebner to consummate the merger
are subject to the satisfaction or written waiver of the following conditions:
- Approval of the plan of merger by the requisite shareholder vote of
In Full Affect;
- The absence of actual or threatened proceedings before a court or
other governmental body relating to the merger;
- The registration statement of which this proxy statement/prospectus
is a part shall have been declared effective by the Securities
and Exchange Commission;
- Performance by In Full Affect and Victor Ebner of each party's
obligations under the plan of merger;
- The accuracy, in all material respects, of the representations and
warranties of In Full Affect and Victor Ebner contained in the plan
of merger;
- The receipt of opinions and certificates from In Full Affect and
Victor Ebner; and,
- The cancellations of Daniel L. Hodges 950,000 shares of the common
stock of In Full Affect.
The merger agreement is attached as Appendix A to this proxy statement/
prospectus and is incorporated by reference into this registrant statement.
7
DIFFERENCES IN THE RIGHTS OF SHAREHOLDERS
There are no material differences in the rights of Victor Ebner
shareholders and In Full Affect shareholders under their respective articles of
incorporation and bylaws, and there are no significant differences concerning
the rights of shareholders to amend the articles and bylaws, to approve a
merger, to remove a director or to call a special meeting. Except that under In
Full Affects bylaws a quorum of one percent (1%) of the holders of the shares of
the company in person or by proxy is required for a meeting of shareholders and,
in contrast, Victor Ebner's bylaws require a majority of the holders of the
shares of the company be present in person or by proxy to have a quorum.
THE COMPANIES
IN FULL AFFECT
Since its inception on July 2, 1997, In Full Affect, Inc., a Nevada
corporation, has not engaged in any operations other than organizational
matters. It was formed specifically to be a "blank check" or "clean public
shell" corporation, for the purpose of either merging with or acquiring an
operating company with operating history assets. In Full Affect, an inactive
publicly registered shell corporation with no significant assets or operations.
In Full Affect has not been involved in any litigation nor has it had any prior
regulatory problems or business failures. In Full Affect is not traded on any
public market, it has never paid dividends and has 26 shareholders.
The executive offices of In Full Affect are located at 10130 East Winding
Trail, Tucson, Arizona 85749. Its telephone number is (520) 577-1516. The
President, Secretary and sole director of In Full Affect is Daniel L. Hodges.
As the sole director, Mr. Hodges has commenced implementation of In Full
Affect's principal business purpose, which is to seek merger or acquisition
candidates. In Full Affect intended to seek to acquire assets or shares of an
entity actively engaged in business, which generates revenues, in exchange for
its securities. In Full Affect did not intend to limit itself to any particular
field or industry.
Mr. Hodges has had a controlling interest in numerous shell companies which
seek or have effected mergers or acquisitions similar to that which In Full
Affect has sought. In these situations, Mr. Hodges has typically sold his
controlling interests in the shell companies for cash. The other shareholders
of the shell companies received interests in the applicable new company as a
result of the merger or acquisition.
Competition. In Full Affect is an insignificant participant which competes
among firms which engage in business combinations with, or financing of,
development stage enterprises. There are many established management and
financial consulting companies and venture capital firms which have
significantly greater financial and personnel resources, technical expertise and
experience than In Full Affect in this field. In view of In Full Affect's
limited financial resources and management availability, In Full Affect
continues to be at a significant competitive disadvantage.
Regulation and Taxation. In Full Affect believes it has structured the
merger in such a manner as to minimize federal and state tax consequences to In
Full Affect and to any target company.
Patents. In Full Affect owns no patents and no Internet domain names.
Employees. In Full Affect has no full-time or part-time employees. Mr.
Hodges, the sole officer and director of In Full Affect, has agreed to allocate
a nominal portion of his time to the activities of In Full Affect, without
compensation.
Legal Proceedings. In Full Affect is not subject to any pending
litigation, legal proceedings or claims.
8
IN FULL AFFECT'S MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION
In Full Affect is an inactive publicly registered shell corporation with no
significant assets or operations. There are no trends that will result in or
likely to result in the liquidity of In Full Affect increasing or decreasing.
In Full Affect has no material commitments for capital expenditures as of the
end of the latest fiscal period. In Full Affect does not anticipate performing
research and development for any products during the next twelve months. In
Full Affect has no full or part time employees and does not anticipate hiring
any employees during the next twelve months. In Full Affect is a public shell
corporation created as a vehicle to acquire or merge with another corporation
who seek perceived advantages of a publicly held corporation. In Full Affect
has, and likely will continue to have, insufficient capital to engage in any
operations other than merging with another company.
VICTOR EBNER
Victor Ebner, a New York company, is a development stage business, whose
efforts have been principally devoted to developing audio-visual instruction
systems in the United States. From its inception, Victor Ebner has been a
privately held company and has not filed reports with the Securities and
Exchange Commission. Victor Ebner intends to create and sell audio-visual
language training products which are intended for the general public. The
company employs a combination of traditional and alternative teaching methods to
educate certain segments of the public, especially adults, in foreign languages.
While traditional methods of teaching focus exclusively on the written
word, Victor Ebner's techniques complement those methods through interactive
audio-visual graphics and displays (e.g. film scenes, cartoon images, sound
effects, music and sub-titles). Victor Ebner believes its teaching scenarios
offer more attractive and engaging methods of learning than those offered by its
more traditional counterparts. Consequently, by strategically inserting written
language into its existing creative audio-visual displays, Victor Ebner has
created, what it believes to be, the most creative and effective teaching method
on the market.
As part of the training materials, Christian Ebner, Victor Ebner's founder,
sole shareholder and President, created a cartoon character named "Victor" who
helps guide students through the language lessons. Victor plays a comic role in
the teaching materials. The name "Victor" is the same in the following
languages that the company offers teaching materials for; American-English;
German; French; Spanish; Italian and Portuguese.
Victor Ebner has entered into a capital contribution agreement with
Christian Ebner and a licensing agreement with Victor Ebner Enterprises SA, a
Swiss company owned by Christian Ebner. Under the capital contribution
agreement, Christian Ebner will contribute 100% of the outstanding shares of
Victor Ebner Enterprises SA to Victor Ebner in exchange for shares of Victor
Ebner. As a result, Victor Ebner Enterprises SA will become a subsidiary of
Victor Ebner. The transaction is not expected to close until September 2001 and
is contingent upon Christian Ebner providing Victor Ebner with Victor Ebner
Enterprises SA's audited financial statements that meet the requirements of
United States accounting standards. In the interim, the parties have entered
into a licensing agreement that provides that Victor Ebner with the right to use
the Victor Ebner audio-visual language instruction systems in the United States.
In exchange for the capital contribution agreement Christian Ebner will receive
10 million shares of common stock of Victor Ebner. Five million shares of
Victor Ebner's common stock will be distributed to Christian Ebner upon the
closing of the merger with Full Affect and five million shares will be held in
escrow and will be released to Christian Ebner upon the completion of the
capital contribution agreement.
The licensing agreement provides for a term of 5 years and a royalty
payment of equal to the greater of six per center (6%) of net sales or
$25,000.00 per year. The license agreement will terminate early if Victor Ebner
Enterprise delivers the required financial statements.
9
Victor Ebner Enterprises SA has focused its efforts mainly on the European
and Asian markets. It products appear on television in England, Spain, Italy,
Belgium, France, Switzerland, Austria, Argentina, Japan and China. Within the
United States, Victor Ebner intends to focus its marketing on the large
Spanish-speaking community in the United States through the use of its current
teaching methods and tools, and by developing new tools which will be
specifically adapted to the Hispanic-American market. Victor Ebner Enterprises
SA's internet web site is http://www.victor-ebner.com.
Revenues. To date, Victor Ebner has earned no revenues from business
operations/activities and has realized a net loss of $31,801. Within the next
twelve months, Victor Ebner expects to begin generating revenues by expanding
its business throughout the United States, developing new and unique tools and
methods of teaching, procuring and strengthening relationships with certain
strategic partners, and through the continued development of unique consumer
merchandise offerings sold through catalog, retail, online and contextual based
e-commerce channels.
Employees. Victor Ebner currently has no full-time or part time employees.
Description of Property. Victor Ebner currently maintains an office
presence at 545 Madison Avenue, New York, NY. Victor Ebner utilizes office
support services as required and does not have a formal arrangement beyond a
month-to-month basis.
Legal Proceedings. Victor Ebner is not subject to any pending litigation,
legal proceedings or claims.
VICTOR EBNER'S MANAGEMENT DISCUSSION AND PLAN OF OPERATION
PLAN OF OPERATION
Victor Ebner is still in the development stage and is yet to earn revenues
from operations. During the next twelve months Victor Ebner intends to develop
a business that creates audio-visual language training instruction systems in
the United States. This will include, but not be limited to developing
marketing materials, renting office and class room space, and interviewing and
hiring administrative, marketing and instructional personnel. Victor Ebner may
experience fluctuations in operating results in future periods due to a variety
of factors including, but not limited to, market acceptance of Victor Ebner's
audio-visual language instruction methods and materials, Victor Ebner's ability
to acquire and deliver high quality products at a price lower than currently
available to consumers, Victor Ebner's ability to obtain additional financing in
a timely manner and on terms favorable to Victor Ebner, Victor Ebner's ability
to successfully integrate prospective asset acquisitions to its existing
business operation, intense and increasing competition from language training
schools, online deliveries of language training and materials , delays or errors
in Victor Ebner's ability to upgrade and develop its systems and infrastructure
in a timely and effective manner, technical difficulties, system downtime or
utility brownouts, Victor Ebner's ability to attract customers at a steady rate
and maintain customer satisfaction, seasonality of advertising sales, company
promotions and sales programs, the amount and timing of operating costs and
capital expenditures relating to the expansion of Victor Ebner's business,
operations and infrastructure and the implementation of marketing programs, key
agreements and strategic alliances, the number of products offered by Victor
Ebner, the number of returns and cancellations experienced by Victor Ebner, and
general economic conditions specific to the foreign language instruction
industry.
10
REVENUES
Victor Ebner has generated no revenues from operations from its inception.
Victor Ebner believes it will begin earning revenues from operations within the
next twelve months as it transitions from a development stage company to that of
an active growth stage company.
COSTS AND EXPENSES
During the year ended December 31, 2000 and 1999, Victor Ebner did not
generate any revenues. Victor Ebner incurred expenses of $31,791 during the
year ended December 31, 2000 as compared to $ 0 expenses in 1999. Victor Ebner'
general administrative expenses were $31,791 during the year ended December 31,
2000 as compared to no general and administrative expenses for the same period
in 1999, in increase of $31,791. The increase was due to Victor Ebner incurring
$31,791 of legal, consulting and accounting fees and costs in connection with
the development of Victor Ebner's business plan, market research in the United
States, and the preparation of Victor Ebner's registration statement.
LIQUIDITY AND CAPITAL RESOURCES
As of December 31, 2000, Victor Ebner had a deficiency in working capital
of $31,791 compared to no working capital at December 31, 1999, a decrease in
working capital of $31,791. The decrease in working capital was due to
increases in accounts payable and accrued expenses of $47,341 during the year
ended December 31, 2000. All Victor Ebner's assets at December 31, 2000 are
illiquid.
As a result of Victor Ebner's operating losses during the year ended
December 31, 2000, Victor Ebner generated a cash flow deficit of $31,791 from
operating activities. Victor Ebner met its cash requirements during the year
through proceeds of advances from shareholder of $21,695 and an increase in
accounts payable of $25,646.
While Victor Ebner's shareholder have, in the past, provided the funds
necessary to meet its working capital and financing needs, additional financing
is required in order to meet Victor Ebner's current and projected cash flow
deficits from operations and development. Victor Ebner is seeking financing in
the form of equity in order to provide the necessary working capital. Victor
Ebner currently has no commitments for financing. There are no assurances
Victor Ebner will be successful in raising the funds required.
Victor Ebner believes that its existing capital resources will be
sufficient to fund its current level of operating activities, capital
expenditures, debt and other obligations through the next 12 months. However,
if during that period or thereafter, Victor Ebner is not successful in
generating sufficient liquidity from operations or in raising sufficient capital
resources, on terms acceptable to Victor Ebner, this could have a material
adverse effect on Victor Ebner's business, results of operations liquidity and
financial condition.
PRODUCT RESEARCH AND DEVELOPMENT
Victor Ebner does not anticipate performing research and development for
any products during the next twelve months.
ACQUISITION OR DISPOSITION OF PLANT AND EQUIPMENT
Victor Ebner does anticipate the sale of any significant property, plant or
equipment during the next twelve months. Victor Ebner does not anticipate the
acquisition of any significant property, plant or equipment during the next 12
months, other than computer equipment and peripherals used in Victor Ebner's
day-to-day operations. Victor Ebner believes it has sufficient resources
available to meet these acquisition needs.
11
NUMBER OF EMPLOYEES
During the year ended December 31, 2000, Victor Ebner had no full time or
part time employees. In order for Victor Ebner to attract and retain quality
personnel, Victor Ebner anticipates it will have to offer competitive salaries
to future employees. Victor Ebner anticipates increasing its employment base of
four (4) to ten (10) full and/or part-time employees during the next 12 months.
This projected increase in personnel is dependent upon Victor Ebner generating
revenues and obtaining sources of financing. As Victor Ebner continues to
expand, Victor Ebner will incur additional costs for personnel. There are no
assurances Victor Ebner will be successful in raising the funds required or
generating revenues sufficient to fund the projected increase in the number of
employees.
TRENDS, RISKS AND UNCERTAINTIES
Victor Ebner has sought to identify what it believes to be the most
significant risks to its business, but cannot predict whether or to what extent
any of such risks may be realized nor can there be any assurances that Victor
Ebner has identified all possible risks that might arise. Investors should
carefully consider all of such risk factors before making an investment decision
with respect to Victor Ebner's stock.
LIMITED OPERATING HISTORY; ANTICIPATED LOSSES; UNCERTAINLY OF FUTURE RESULTS
Victor Ebner has only a limited operating history upon which an evaluation
of Victor Ebner and its prospects can be based. Victor Ebner's prospects must
be evaluated with a view to the risks encountered by a company in an early stage
of development, particularly in light of the uncertainties relating to the
audio-visual language instruction methods and materials with which Victor Ebner
intends to market and the acceptance of Victor Ebner's business model. Victor
Ebner will be incurring costs to develop, introduce and enhance its language
instruction methods and materials, to develop and market an interactive website,
to establish marketing relationships, to acquire and develop products that will
compliment each other, and to build an administrative organization. To the
extent that such expenses are not subsequently followed by commensurate
revenues, Victor Ebner's business, results of operations and financial condition
will be materially adversely affected. There can be no assurance that Victor
Ebner will be able to generate sufficient revenues from the sale of its products
and methods and other product candidates. Victor Ebner expects negative cash
flow from operations to continue for the next 12 months as it continues to
develop and market its products. If cash generated by operations is
insufficient to satisfy Victor Ebner's liquidity requirements, Victor Ebner may
be required to sell additional equity or debt securities. The sale of
additional equity or convertible debt securities would result in additional
dilution to Victor Ebner's shareholders.
POTENTIAL FLUCTUATIONS IN QUARTERLY OPERATING RESULTS
Victor Ebner's quarterly operating results may fluctuate significantly in
the future as a result of a variety of factors, most of which are outside Victor
Ebner's control, including: the level of student registration for Victor
Ebner's audio-visual instruction systems; the demand for Victor Ebner's
audio-visual language instruction systems and methods, and materials; seasonal
trends in demand; the amount and timing of capital expenditures and other costs
relating to the expansion of Victor Ebner's operations; the introduction of new
facilities and services by Victor Ebner or its competitors; price competition or
pricing changes in the industry; technical difficulties; general economic
conditions, and economic conditions specific to the language instruction and
education. Victor Ebner's quarterly results may also be significantly affected
by the impact of the accounting treatment of acquisitions, financing
transactions or other matters. Particularly at Victor Ebner's early stage of
development, such accounting treatment can have a material impact on the results
for any quarter. Due to the foregoing factors, among others, it is likely that
Victor Ebner's operating results will fall below the expectations of Victor
Ebner or investors in some future quarter.
12
MANAGEMENT OF GROWTH
Victor Ebner expects to experience significant growth in the number of
employees relative to its current levels of employment and the scope of its
operations. In particular, Victor Ebner intends to hire instructors, sales,
marketing, content acquisition, and administrative personnel. Additionally,
acquisitions could result in an increase in employee headcount and business
activity. Such activities could result in increased responsibilities for
management. Victor Ebner believes that is ability to increase its customer
support capability and to attract, train, and retain qualified technical, sales,
marketing, and management personnel, will be a critical factor to its future
success. In particular, the availability of qualified sales, language
instruction, and management personnel is quite limited, and competition among
companies to attract and retain such personnel is intense. During strong
business cycles, Victor Ebner expects to experience continued difficulty in
filling its needs for qualified sales, language instructors, and other
personnel.
Victor Ebner's future success will be highly dependent upon its ability to
successfully manage the expansion of its operations. Victor Ebner's ability to
manage and support its growth effectively will be substantially dependent on its
ability to implement adequate improvements to financial and management controls,
reporting systems, and other procedures and hire sufficient numbers of
financial, accounting, administrative, and management personnel. Victor Ebner
is in the process of establishing and upgrading its financial accounting and
procedures. There can be no assurance that Victor Ebner will be able to
identify, attract, and retain experienced accounting and financial personnel.
Victor Ebner's future operating results will depend on the ability of its
management and other key employees to implement and improve its systems for
operations, financial control, and information management, and to recruit,
train, and manage its employee base. There can be no assurance that Victor
Ebner will be able to achieve or manage any such growth successfully or to
implement and maintain adequate financial and management controls and
procedures, and any inability to do so would have a material adverse effect on
Victor Ebner's business, results of operations, and financial condition.
Victor Ebner's future success depends upon its ability to address potential
market opportunities while managing its expenses to match its ability to finance
its operations. This need to manage its expenses will place a significant
strain on Victor Ebner's management and operational resources. If Victor Ebner
is unable to manage its expenses effectively, Victor Ebner's business, results
of operations, and financial condition will be materially adversely affected.
RISKS ASSOCIATED WITH ACQUISITIONS
As part of its business strategy, Victor Ebner expects to acquire assets
and businesses relating to or complementary to its operations. These
acquisitions by Victor Ebner will involve risks commonly encountered in
acquisitions of companies. These risks include, among other things, the
following: Victor Ebner may be exposed to unknown liabilities of the acquired
companies; Victor Ebner may incur acquisition costs and expenses higher than it
anticipated; fluctuations in Victor Ebner's quarterly and annual operating
results may occur due to the costs and expenses of acquiring and integrating new
businesses or technologies; Victor Ebner may experience difficulties and
expenses in assimilating the operations and personnel of the acquired
businesses; Victor Ebner's ongoing business may be disrupted and its
management's time and attention diverted; Victor Ebner may be unable to
integrate successfully
13
DESCRIPTION OF VICTOR EBNER'S CAPITAL STOCK
COMMON STOCK
Victor Ebner is authorized to issue up to 200 shares of its common stock,
no par value per share. As of December 31, 2000, there was one (1) common
shares issued and outstanding. There is no public market for Victor Ebner's
common stock and there is one shareholder, Christian Ebner.
The rights of holders of common stock are subject to the rights of holders
of any preferred stock that may be issued in the future. All outstanding shares
of common shares of common stock are duly authorized, validly issued, fully paid
and nonassessable. Upon liquidation, dissolution or winding up of Victor Ebner,
the holders of common stock are entitled to share ratably in all net assets
available for distribution to shareholders after payment to creditors. The
common stock is not redeemable and has no preemptive or conversion rights.
VOTING RIGHTS
Holders of Victor Ebner's common shares are entitled to one vote per share
on all matters submitted for shareholders vote. A majority of the outstanding
shares entitled to vote constitute a quorum and action generally is taken by a
majority of the votes cast.
DIVIDENDS
Holders of common stock are entitled to receive dividends out of assets
legally available for this purpose at the times and in the amounts as the Board
of Directors may from time to time determine. Holders of common stock will
share equally on a per share basis in any dividend declared by the Board of
Directors.
Victor Ebner has not paid any dividends on its common stock and does not
anticipate paying any cash dividends on such stock in the foreseeable future.
MERGER OR CONSOLIDATION
In the event of a merger or consolidation, holders of common stock will
vote as a class and such action shall be approved by a vote of a majority of the
shares entitled to vote being necessary for approval. In any merger or
consolidation, holders of common stock must be treated equally per share.
THE IN FULL AFFECT SHAREHOLDERS' MEETING
The meeting of shareholders of In Full Affect common stock will be on
_______________, 2001, to be held at 10130 E. Winding Trail, Tucson, Arizona at
9:00 a.m. The approximate date on which the proxy statement and form of proxy
are first to be sent or given to security holders is _______________, 2001.
REVOCABILITY OF PROXY
If the enclosed proxy is executed and returned, it will be voted on the
proposals as indicated by the shareholder. The proxy may be revoked by the
shareholder at any time prior to its use by notice in writing to the Secretary
of In Full Affect, by executing a later dated proxy and delivering it to In Full
Affect prior to the meeting or by voting in person at the meeting.
14
VOTING PROCEDURES
One percent of the shares outstanding present and entitled to vote
constitute a quorum at any shareholders' meeting. A shareholder may by proxy
appoint a proxy holder to vote for him or her on a poll. Every shareholder who
is present in person and entitled to vote at a meeting of shareholder shall have
one vote and on a poll every member present in person or represented by proxy or
other proper authority shall have one vote for each share of which he or she is
the registered holder. In Full Affect has no class of voting securities
outstanding other than its common stock. Adoption of the plan of merger will
require an affirmative vote by a majority of the votes cast. The failure to
return a properly executed proxy card or to vote in person at the annual meeting
will have the same effect as a vote in favor of the merger. Abstentions and
broker non-votes, if any, will not be counted as votes for the merger.
There were outstanding at the close of business on __________, 2001, the
record date for determination of the shareholders of In Full Affect entitled to
notice of and to vote at the annual meeting, 1,000,000 shares of common stock,
each entitled to one vote per share. The proxy does not affect the right to
vote in person at the meeting, and may be revoked at any time prior to the
voting thereof.
The Board of Directors knows of no other matters likely to be brought
before the annual meeting other than those mentioned above. However, if any
other matters not now known or determined, properly come before the meeting or
any adjournments thereof, the persons named in the enclosed form of proxy will
vote such proxy in accordance with their best judgment in such matters pursuant
to discretionary authority granted in the proxy.
Shareholders are urged to sign the accompanying form of proxy, solicited on
behalf of the Board of Directors of In Full Affect, and to return it at once in
the envelope provided for that purpose. Proxies will be voted in accordance
with the shareholders directions. If no directions are given, proxies will be
voted in accordance with the recommendations of the Board of Directors set forth
in this proxy statement/prospectus. A shareholder who wishes to designate a
person or persons to act as his or her proxy at the meeting, other than the
proxies designated by the Board of Directors, may strike out the name appearing
on the enclosed form and transmit it directly to such other designated person or
persons for use at the meeting.
PERSONS MAKING THE SOLICITATION
This proxy statement is furnished in connection with the solicitation by
the Board of Directors of In Full Affect of proxies for use at the annual
meeting of shareholders of In Full Affect to be held on _________, 2001, and any
adjournments thereof.
The expense of the Board of Directors' proxy solicitation will be borne by
In Full Affect. In addition to the solicitation of proxies by use of the mails,
some of the officers, directors and regular employees of In Full Affect (none of
whom will receive additional compensation therefor) may solicit proxies by
telephone, telegraph or personal interview. In Full Affect will, upon request,
reimburse nominees, custodians, and fiduciaries for the expense in forwarding
proxy materials to their principals.
INTEREST OF CERTAIN PERSON IN MATTERS TO BE ACTED UPON
Officers and Board of Directors. Daniel L. Hodges constitutes the entire
Board of Directors of In Full Affect and its sole officer and as a result of the
merger will receive $200,000 in the form of an unsecured promissory note from
Victor Ebner.
15
VOTING SECURITIES AND PRINCIPAL HOLDINGS THEREOF
In Full Affect's shareholders of record at the close of business on
___________, 2001, will be entitled to vote on all matters. On the record date
In Full Affect had 1,000,000 shares of In Full Affect common stock outstanding.
The holders of In Full Affect common stock are entitled to one vote per share.
In Full Affect has no class of voting securities outstanding other than the In
Full Affect common stock.
SECURITY OWNERSHIP OF IN FULL AFFECT SHARES BY CERTAIN BENEFICIAL SHAREHOLDERS
The following table presents certain information regarding beneficial
ownership of the In Full Affect's common stock as of January 1, 2001, by Mr.
Hodges who is: (i) the only person known by the company to be the beneficial
owner of more than 5% of the outstanding shares of common stock, and (ii) is the
sole director and executive officer of In Full Affect. Mr. Hodges has sole
voting and investment power as to the shares shown.
Name and Address Ownership Percentage
Title of Class of Beneficial Ownership Amount of Beneficial Ownership
- -------------- ----------------------- -------------------- -----------
Common Daniel L. Hodges 950,000* 95%
President and Director
2102 N. Donner Avenue
Tucson, AZ 85749
*As part of the plan of merger Mr. Hodges has agreed to the cancellation of all
950,000 of his shares.
After the merger the shareholders of In Full Affect will own 50,000 shares
or .5% of the combined company.
EXECUTIVE COMPENSATION OF THE DIRECTORS AND OFFICERS OF IN FULL AFFECT
Mr. Hodges, the sole officer and director has not received any
compensation, at any time.
SHAREHOLDER PROPOSALS
If the merger is not consummated, In Full Affect may hold an annual meeting
of shareholders during 2002. In the event such a meeting is held, any
shareholder notice of a proposal intended to be presented at such meeting must
be received at In Full Affect's principal offices no later than the close of
business of the sixtieth day prior to the meeting, unless the public
announcement is first made by In Full Affect fewer than seventy days prior to
the date of such annual meeting, then the notice must be received by the close
of business on the tenth day following the day on which the public announcement
of the date of such annual meeting.
A shareholder's notice to the Secretary shall set forth as to each matter
the shareholder proposes to bring before the annual meeting: (i) a brief
description of the business desired to be brought before the annual meeting and
the reasons for conducting such business at the annual meeting, (ii) the name
and address, as they appear on the corporation's books, of the shareholder
proposing such business, (iii) the class and number of shares of the corporation
which are beneficially owned by the shareholder, (iv) any material interest of
the shareholder in such business and (v) any other information that is required
to be provided by the shareholder pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (the "1934 Act"), in his capacity as
a proponent to a shareholder proposal. Notwithstanding the foregoing, in order
to include information with respect to a shareholder proposal in the proxy
statement and form of proxy for a shareholder's meeting, shareholders must
provide notice as required by the regulations promulgated under the 1934 Act.
16
MANAGEMENT FOLLOWING THE MERGER
The following table sets forth the names, positions with Victor Ebner and
ages of the directors and executive officers of Victor Ebner following the
merger. Directors of Victor Ebner were originally elected in November 1999.
All directors are elected at each annual meeting and serve for one year and
until their successors are elected and qualify. Officers are elected by the
Board of Directors and their terms of office are at the discretion of the Board.
17
NAME OF DIRECTOR/OFFICER AGE POSITION(S) WITH COMPANY
-DIRECTOR SINCE-
- -------------------------- --- ------------------------
Christian M. Ebner* 53 President and Director
- -November 1998 to present-
Gracia Ebner* 43 Director
- -November 1998 to present
Jacques Bouchard 56 Director
Roberto Barros 64 Director
Jean Braure 65 Secretary and Director
*Husband and wife.
Christian M. Ebner, President
Mr. Ebner, the founder and President of Victor Ebner since November 1998,
created the foreign language instructional methods upon which the Victor Ebner
and its wholly owned subsidiary Victor Ebner Enterprises SA, currently rely.
After completing studies in trade and economics in Lyons, France, Mr. Ebner
became the director of the Heritage Management of the Ormond Burrus Bank and the
Pasche S.A. Bank. In 1980, during his time with the Ormond Burris and Pasche
banks, Mr. Ebner founded the Victor Ebner Institute, which specialized in
teaching research and language formation.
Gracia Ebner, Director
Gracia Ebner. Since 1986, Mrs. Ebner has been a Sales Manager for Victor
Ebner Enterprises SA in Geneva, Switzerland.
Jacques Bouchard, Director
Jacques Bouchard. Since 1980, Mr. Bouchard has been the President of
Groupe Multimedia, a television broadcast company in Montreal, Canada.
Roberto Barros, Director
Roberto Barros. Since 1992, Mr. Barros has been a production manager for
Te l efe International SA, an audiovisual company in Buenos Aires, Argentina.
Jean Braure, Secretary and Director
Jean Braure. Since 1990 Mr. Braure has been a private investor, residing
in St. Thomas, US Virgin Islands.
18
PRINCIPAL SHAREHOLDERS OF VICTOR EBNER
Christian Ebner is the sole shareholder, director and executive office of
Victor Ebner Enterprises Inc. As of December 31, 2000, Mr. Ebner owned one
share of the company's common stock representing 100% of shares then
outstanding.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On January 24, 2001, Victor Ebner and its sole shareholder, Christian Ebner
entered into a capital contribution agreement and a licensing agreement whereby,
Christian Ebner has agreed to contribute one hundred percent (100%) of Victor
Ebner Enterprises SA, a company formed under the laws of Switzerland and owned
by Ebner, in exchange for 10,000,000 shares of the Victor Ebner's common stock.
Pursuant to the capital contribution agreement, consummation of the transaction
is subject to delivery to Victor Ebner of audited financial statements of Victor
Ebner S. A.
Christian Ebner has until September 30, 2001 to provide Victor Ebner with
the required financial statements. In the event Christian Ebner fails to
deliver the financial statements by September 30, 2001, Victor Ebner has the
right, until March, 2002, to have the financial statements prepared. In the
event Victor Ebner and Christian Ebner fail to have the financial statements
prepared and delivered to Victor Ebner by March 31, 2002, the contribution
agreement shall become null and void. Victor Ebner cannot, at this time,
ascertain the likelihood of whether the audited financial statements will be
prepared and delivered to it.
In the interim, the license agreement provides Victor Ebner with the right
to use the Victor Ebner Enterprises SA audio-visual language instruction systems
exclusively in the United States. The license agreement provides for a term of
5 years and a royalty payment equal to the greater of six per cent (6%) of net
sales or $ 25,000 per year. Upon delivery of the financial statements, the
license agreement shall be terminated.
Five million (5,000,000) shares of Victor Ebner's common stock shall be
issued to Christian Ebner in exchange for the capital contribution agreement
concurrent with the consummation of the merger agreement with In Full Affect,
and the remaining five million (5,000,000) shares shall be held in escrow
pending Christian Ebner preparing and delivering the financial statements in
accordance with the capital contribution agreement.
EXECUTIVE COMPENSATION OF THE DIRECTORS AND OFFICERS OF VICTOR EBNER
We have not paid, nor do we owe, any compensation to our executive officers
for the year ended December 31, 2000 and we have not done so for the 2001.
Our by-laws authorize the Board of Directors to fix the compensation of
directors, to establish a set salary for each director and to reimburse the
director's expenses for attending each meeting of the Board of Directors.
AVAILABLE INFORMATION
After the merger, Victor Ebner will file annual, quarterly and special
reports, proxy statements and other information with the Securities and Exchange
Commission. Victor Ebner does not presently file reports with the SEC. Victor
Ebner plans to provide shareholders with an annual report in the future. After
the merger, copies of Victor Ebner's reports, proxy statements and other
information may be inspected and copied at the public facilities maintained by
the SEC:
19
Judiciary Plaza Citicorp Center Seven World Trade Center
Room 1024 500 West Madison Street 13th Floor
450 Fifth Street, N.W. Suite 1400 New York, New York 10048
Washington, D.C. 20549
Copies of these materials can also be obtained by mail at prescribed rates
from the Public Reference Section of the SEC, 450 Fifth Street, N.W.,
Washington, D.C. 20549, or by calling the SEC at 1-800-SEC-0330. The SEC
maintains a Web site that include reports, proxy statements and other
information. The address of the SEC Web site is http://www.sec.gov.
------------------
20
IN FULL AFFECT, INC.
(A DEVELOPMENT STAGE COMPANY)
-:-
INDEPENDENT AUDITOR'S REPORT
DECEMBER 31, 2000 AND 1999
CONTENTS
Page
-------
Independent Auditor's Report. . . . . . . . . . . . . . . . . . . . . F - 1
Balance Sheets
December 31, 2000 and 1999. . . . . . . . . . . . . . . . . . . . . F - 2
Statements of Operations for the
Years Ended December 31, 2000 and 1999. . . . . . . . . . . . . . . F - 3
Statement of Stockholders' Equity
Since July 2, 1997 (inception) to December 31, 2000. . . . . . . . . F - 4
Statements of Cash Flows for the
Years Ended December 31, 2000 and 1999. . . . . . . . . . . . . . . F - 5
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . F - 6
INDEPENDENT AUDITOR'S REPORT
In Full Affect, Inc.
(A Development Stage Company)
We have audited the accompanying balance sheets of In Full Affect, Inc. (a
development stage company) as of December 31, 2000 and 1999, and the related
statements of operations, and cash flows for the two years ended December 31,
2000 and the statement of stockholders' equity from July 2, 1997 (inception) to
December 31, 2000. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide 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 In Full Affect, Inc. (a
development stage company) as of December 31, 2000 and 1999, and the results of
its operations and its cash flows for the two years then ended, and changes in
stockholders' equity from July 2, 1997 (inception) to December 31, 2000 in
conformity with generally accepted accounting principles.
Respectfully submitted
/s/ Robison, Hill & Co.
------------------------------
Robison, Hill & Co.
Certified Public Accountants
Salt Lake City, Utah
January 30, 2001
F-1
IN FULL AFFECT, INC.
-----------------------
(A Development Stage Company)
--------------------------------
BALANCE SHEETS
---------------
December 31,
------------------
2000 1999
-------- --------
Assets: $ - $ -
======== ========
Liabilities - Accounts Payable $ - $ -
-------- --------
Stockholders' Equity:
Common Stock, Par value $.001
Authorized 100,000,000 shares,
Issued 1,000,000 shares at December 31,
2000 and 1999 1,000 1,000
Paid-In Capital 1,800 350
Retained Deficit (1,200) (1,200)
Deficit Accumulated During the
Development Stage (1,600) (150)
-------- --------
Total Stockholders' Equity - -
-------- --------
Total Liabilities and
Stockholders' Equity $ - $ -
======== ========
The accompanying notes are an integral part of these financial statements.
F-2
IN FULL AFFECT, INC.
-----------------------
(A Development Stage Company)
--------------------------------
STATEMENTS OF OPERATIONS
Cumulative
since
October 20,
For the year ended 1999
December 31, inception of
---------------- development
2000 1999 stage
-------- ------ ------------
Revenues: $ - $ - $ -
Expenses: 1,450 150 1,600
-------- ------ ------------
Net Loss $(1,450) $(150) $ (1,600)
-------- ------ ------------
Basic & Diluted loss per share $ - $ - $
========= ====== ============
The accompanying notes are an integral part of these financial statements.
F-3
IN FULL AFFECT, INC.
-----------------------
(A Development Stage Company)
--------------------------------
STATEMENT OF STOCKHOLDERS' EQUITY
---------------------------------
SINCE JULY 2, 1997 (INCEPTION) TO DECEMBER 31, 2000
---------------------------------------------------
Deficit
Accumulated
since
October 20,
1999
Inception of
Common Stock Paid-In Retained Development
Shares Par Value Capital Deficit Stage
--------- ---------- -------- --------- ---------
Balance at July 2, 1997 (inception) - $ - $ - $ - $ -
November 4, 1997 Issuance of Stock for Services and payment
of Accounts Payable (restated) 1,000,000 1,000
Net Loss - - - (1,100) -
--------- ---------- -------- --------- --------
Balance at December 31, 1997 1,000,000 1,000 - (1,100) -
Net Loss - - - (100) -
--------- ---------- -------- --------- --------
Balance at December 31, 1998 1,000,000 1,000 - (1,200) -
Capital contributed by Shareholder - - 350 - -
Net Loss - - - - (150)
--------- ---------- -------- --------- --------
Balance at December 31, 1999 1,000,000 1,000 350 (1,200) (150)
Capital contributed by Shareholder - - 1,450 - -
Net Loss - - - - (1,450)
--------- ---------- -------- --------- --------
Balance at December 31, 2000 1,000,000 $ 1,000 $ 1,800 $ (1,200) $(1,600)
--------- ---------- -------- --------- --------
The accompanying notes are an integral part of these financial statements.
F-4
IN FULL AFFECT, INC.
-----------------------
(A Development Stage Company)
--------------------------------
STATEMENTS OF CASH FLOWS
------------------------
Cumulative
Since
October 20,
For the years ended 1999
December 31, inception of
---------------- Development
2000 1999 Stage
-------- ------ --------
CASH FLOWS FROM OPERATING
- -------------------------
ACTIVITIES:
- -----------
Net Loss $(1,450) $(150) $(1,600)
Increase (Decrease) in Accounts Payable - (200) (200)
-------- ------ --------
Net Cash Used in operating activities (1,450) (350) (1,800)
-------- ------ --------
CASH FLOWS FROM INVESTING
- -------------------------
ACTIVITIES:
- -----------
Net cash provided by
investing activities - - -
-------- ------ --------
CASH FLOWS FROM FINANCING
- -------------------------
ACTIVITIES:
- -----------
Capital contributed by shareholder 1,450 350 1,800
-------- ------ --------
Net Cash Provided by
Financing Activities 1,450 350 1,800
-------- ------ --------
Net (Decrease) Increase in
Cash and Cash Equivalents - - -
Cash and Cash Equivalents
at Beginning of Period - - -
-------- ------ --------
Cash and Cash Equivalents
at End of Period $ - $ - $ -
======== ====== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest $ - $ - $ -
Franchise and income taxes $ 100 $ 300 $ 400
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND
- -------------------------------------------------
FINANCING ACTIVITIES: None
- --------------------------
The accompanying notes are an integral part of these financial statements.
F-5
IN FULL AFFECT, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of accounting policies for In Full Affect, Inc. ("Company") is
presented to assist in understanding the Company's financial statements. The
accounting policies conform to generally accepted accounting principles and have
been consistently applied in the preparation of the financial statements.
Organization and Basis of Presentation
- ------------------------------------------
The Company was incorporated under the laws of the State of Nevada on July 2,
1997. The Company ceased all operating activities during the period from July
2, 1997 to October 20, 1999 and was considered dormant. Since October 20, 1999,
the Company is in the development stage, and has not commenced planned principal
operations.
Nature of Business
- --------------------
The Company has no products or services as of December 31, 2000. The Company
was organized as a vehicle to seek merger or acquisition candidates. The
Company intends to acquire interests in various business opportunities, which in
the opinion of management will provide a profit to the Company.
Cash and Cash Equivalents
- ----------------------------
For purposes of the statement of cash flows, the Company considers all highly
liquid debt instruments purchased with a maturity of three months or less to be
cash equivalents to the extent the funds are not being held for investment
purposes.
Pervasiveness of Estimates
- ----------------------------
The preparation of financial statements in conformity with generally accepted
accounting principles required 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.
F-6
IN FULL AFFECT, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
(CONTINUED)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Concentration of Credit Risk
- -------------------------------
The Company has no significant off-balance-sheet concentrations of credit risk
such as foreign exchange contracts, options contracts or other foreign hedging
arrangements. The Company maintains the majority of its cash balances with one
financial institution, in the form of demand deposits.
Loss per Share
- -----------------
The reconciliations of the numerators and denominators of the basic loss per
share computations are as follows:
Per-Share
Income Shares Amount
-------------------------------------
(Numerator) (Denominator)
For the year ended December 31, 2000
-------------------------------------
BASIC LOSS PER SHARE
Loss to common shareholders $ (1,450) 1,000,000 $ -
For the year ended December 31, 1999
-------------------------------------
BASIC LOSS PER SHARE
Loss to common shareholders $ (150) 1,000,000 $ -
The effect of outstanding common stock equivalents would be anti-dilutive
for December 31, 2000 and 1999 and are thus not considered. There are no such
common stock equivalents outstanding.
NOTE 2 - DEVELOPMENT STAGE COMPANY
The Company has not begun principal operations and as is common with a
development stage company, the Company has had recurring losses during its
development stage.
F-7
IN FULL AFFECT, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
(CONTINUED)
NOTE 3 - INCOME TAXES
As of December 31, 2000, the Company had a net operating loss carryforward
for income tax reporting purposes of approximately $2,800 that may be offset
against future taxable income through 2020. Current tax laws limit the amount
of loss available to be offset against future taxable income when a substantial
change in ownership occurs. Therefore, the amount available to offset future
taxable income may be limited. No tax benefit has been reported in the
financial statements, because the Company believes there is a 50% or greater
chance the carryforwards will expire unused. Accordingly, the potential tax
benefits of the loss carryforwards are offset by a valuation allowance of the
same amount.
NOTE 4 - COMMITMENTS
As of December 31, 2000 all activities of the Company have been conducted
by corporate officers from either their homes or business offices. Currently,
there are no outstanding debts owed by the company for the use of these
facilities and there are no commitments for future use of the facilities.
NOTE 5 - STOCK SPLIT
On October 20, 1999 the Board of Directors authorized 1,000 to 1 stock
split, changed the authorized number of shares to 100,000,000 shares and the par
value to $.001 for the Company's common stock. As a result of the split,
999,000 shares were issued. All references in the accompanying financial
statements to the number of common shares and per-share amounts for 2000 and
1999 have been restated to reflect the stock split.
F-8
VICTOR EBNER ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
DECEMBER 31,2000
FINANCIAL STATEMENTS WITH
AUDIT REPORT OF
CERTIFIED PUBLIC ACCOUNTANTS
VICTOR EBNER ENTERPRISES, INC.
INDEX TO FINANCIAL STATEMENTS
- ------------------------------------------------------------------------------------------
Page
Report of Independent Certified Public Accountants F-3
Balance Sheets December 31, 2000 and 1999 F-4
Statement of Losses for the years ended December 31, 2000 and 1999 and
for the period November 16, 1998 (date of inception) to December 31, 2000 F-5
Statement of Deficiency in Stockholders' Equity for the years ended
December 31, 2000 and 1999 and for the period November 16, 1998 (date of
inception) to December 31, 2000 F-6
Statements of Cash Flows for the years ended December 31, 2000 and 1999
and for the period November 16, 1998 (date of inception) to December 31, 2000 F-7
Notes to Financial Statements F-8 TO F-11
Stefanou & Company, LLP
Certified Public Accountants
1360 Beverly Road
Suite 305
McLean, VA 22101-3621
(703) 448-9200
(703) 448-3515 (fax)
Philadelphia, PA
- --------------------------------------------------------------------------------
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors
Victor Ebner Enterprises, Inc.
New York, New York
We have audited the accompanying balance sheet of Victor Ebner Enterprises,
Inc. (a development stage company) as of December 31, 2000 and 1999 and the
related statements of losses, deficiency in stockholders' equity, and cash flows
for the years then ended and for the period November 16, 1998 (date of
inception) through December 31, 2000. These financial statements are the
responsibility of the company's management. Our responsibility is to express an
opinion on the financial statements based upon our audit.
We have conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe our audits provide 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 Victor Ebner
Enterprises, Inc. (a development stage company) at December 31, 2000 and 1999
and the results of its operations and its cash flows for the two years then
ended and from November 16, 1998 (date of inception) to December 31, 2000, in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the
company will continue as a going concern. As discussed in the Note H to the
accompanying financial statements, the company is in the development stage and
has not established a source of revenues. This raises substantial doubt about
the company's ability to continue as a going concern. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.
/s/ STEFANOU & COMPANY, LLP
----------------------------------
Stefanou & Company, LLP
Certified Public Accountants
McLean, Virginia
February 4, 2001
F-3
VICTOR EBNER ENTERPRISES, INC
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
DECEMBER 31, 2000 AND 1999
2000 1999
--------- --------
ASSETS
------
Current Assets:
Prepaid Expenses $ 15,550 $ -
--------- --------
Total current assets 15,550 -
--------- --------
15,550 -
========= ========
LIABILITIES AND DEFICIENCY IN
STOCKHOLDER'S EQUITY
Current Liabilities:
Accounts payable and accrued expenses (Note B) $ 47,341 $ -
--------- --------
Total current liabilities 47,341 -
Commitments & contingencies (Note I) - -
DEFICIENCY IN STOCKHOLDER'S EQUITY
(Note C):
Common Stock, no par value; authorized 200 shares; 1 share
issued and outstanding as of December 31, 2000 and 1999 10 10
Deficit accumulated during the development stage (31,801) (10)
--------- --------
Deficiency in stockholder's equity (31,791) -
--------- --------
$ 15,500 $ -
========= ========
See accompanying notes to financial statements
F-4
VICTOR EBNER ENTERPRISES, INC
( A DEVELOPMENT STAGE COMPANY)
STATEMENT OF LOSSES
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999 AND FROM NOVEMBER 16,1998
(DATE OF INCEPTION) THROUGH DECEMBER 31,2000
November 16,
1998 (Date of
December 31, December 31, Inception) to
2000 1999 December 31, 2000
-------------- ------------- -------------------
Costs and expenses:
General and administrative $ 31,791 $ - $ 31,801
-------------- ------------- -------------------
Total costs and expenses 31,791 - 31,801
-------------- ------------- -------------------
Loss before income taxes (31,791) - (31,791)
-------------- ------------- -------------------
Income (taxes) benefit - - -
-------------- ------------- -------------------
Net loss $ ( 31,791) $ - $ (31,801)
============== ============= ===================
Basic and diluted loss per
common share (Note G) $ (31,791) $ - $ (31,801)
============== ============= ===================
Weighted average common
shares outstanding 1 1 1
See accompanying notes to financial statements
F-5
VICTOR EBNER ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999 AND FROM NOVEMBER 16, 1998
(DATE OF INCEPTION) THROUGH DECEMBER 31, 2000
December 31, December 31, November 16, 1998
-------------- ------------- (Date of Inception) to
2000 1999 December 31, 2000
-------------- ------------- ------------------------
Cash flows from operating activities:
Net losses $ (31,791) $ - $ (31,801)
Common stock issued in exchange for
services - - 10
Increase in prepaid expenses (15,550) (15,550)
Increase in accrued expenses and
accounts payable 25,646 - 25,646
-------------- ------------- ------------------------
Net cash used in operating activities (21,695) (21,695)
Cash flows from financing activities:
Advance from shareholder 21,695 - 21,695
-------------- ------------- ------------------------
Net cash provided by financing
activities $ 21,695 $ - $ 21,695
Net increase (decrease) in cash and
equivalents - - -
-------------- ------------- ------------------------
Cash and equivalents at beginning of
period - - -
-------------- ------------- ------------------------
Cash and equivalents at end of period $ - $ - $ -
============== ============= ========================
Supplemental disclosures of cash flow
information:
Cash paid during the period for interest $ - $ - $ -
Cash paid during the period for taxes - - -
Common stock issued in exchange for
services - - 10
See accompanying notes to financial statements
F-6
VICTOR EBNER ENTERPRISES, INC
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF DEFICIENCY IN STOCKHOLDER'S EQUITY
FOR THE PERIOD NOVEMBER 16, 1998 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2000
Common Common Stock Deficit
Shares Amount Accumulated Total
During
Development
Stage
Issuance of common stock to
Founder in exchange for services on
November 16, 1998, 1998 at $10 per
share 1 $ 10 $ - $ 10
Net Loss - - (10) (10)
------ ------------- ------------- ----------
Balance at December 31, 1998 1 10 (10) -
------ ------------- ------------- ----------
Balance at December 31, 1999 1 10 (10) -
------ ------------- ------------- ----------
Net Loss - - (31,791) (31,791)
------ ------------- ------------- ----------
Balance at December 31, 2000 1 $ 10 $ (31,801) $(31,791))
====== ============= ============= ==========
See accompanying notes to financial statements
F-7
VICTOR EBNER ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 1999
NOTE A - SUMMARY OF ACCOUNTING POLICIES
A summary of the significant accounting policies applied in the preparation of
the accompanying financial statements follows.
Business and Basis of Presentation
- --------------------------------------
On November 16, 1998, Victor Ebner Enterprises, Inc. (the "Company") was
incorporated under the laws of the State of New York. Victor Ebner is in the
development stage , as defined by Statement of Financial Accounting Standards
No. 7 ("SFAS No. 7") and its efforts have been principally devoted to developing
audio-visual language instruction systems in the United States. To date, Victor
Ebner has generated no sales revenues, has incurred expenses and has sustained
losses. Consequently, its operations are subject to all the risks inherent in
the establishment of a new business enterprise. For the period from inception
through December 31, 2000, Victor Ebner has accumulated losses of $31,801.
Estimates
- ---------
The preparation of the financial statement in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.
Revenue Recognition
- --------------------
Victor Ebner will follow a policy of recognizing income as revenue in the period
the services are provided and the products shipped.
Cash Equivalents
- -----------------
For the purpose of the accompanying financial statements, all highly liquid
investments with a maturity of three months or less are considered to be cash
equivalents.
Income Taxes
- -------------
Victor Ebner has adopted Financial Accounting Standard No. 109 (SFAS 109) which
requires the recognition of deferred tax liabilities and assets for the expected
future tax consequences of events that have been included in the financial
statement or tax returns. Under this method, deferred tax liabilities and
assets are determined based on the difference between financial statements and
tax basis of assets and liabilities using enacted tax rates in effect for the
year in which the differences are expected to reverse. Temporary differences
between taxable income reported for financial reporting purposes and income tax
purposes are insignificant.
F-8
VICTOR EBNER ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 1999
NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)
Impairment of Long-Lived Assets
- ----------------------------------
Victor Ebner has adopted Statement of Financial Accounting Standards No. 121
(SFAS 121). The Statement requires that long-lived assets and certain
identifiable intangibles held and used by Victor Ebner be reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. SFAS No. 121 also requires
assets to be disposed of be reported at the lower of the carrying amount or the
fair value less costs to sell.
Intangible Assets
- ------------------
Organization costs incurred after December 31, 1999 have been expensed as
incurred in accordance with AICPA Statement of Position 98-5.
Comprehensive Income
- ---------------------
Victor Ebner does not have any items of comprehensive income in any of the
periods presented.
Segment Information
- --------------------
Victor Ebner adopted Statement of Financial Accounting Standards No. 131,
Disclosures about Segments of an Enterprise and Related Information ("SFAS 131")
in the year ended December 31, 1998. SFAS establishes standards for reporting
information regarding operating segments in annual financial statements and
requires selected information for those segments to be presented in interim
financial reports issued to stockholders. SFAS 131 also establishes standards
for related disclosures about products and services and geographic areas.
Operating segments are identified as components of an enterprise about which
separate discrete financial information is available for evaluation by the chief
operating decision maker, or decision making group, in making decisions how to
allocate resources and assess performance. The information disclosed herein,
materially represents all of the financial information related to Victor Ebner's
principal operating segment.
Net Loss Per Share
- ---------------------
Victor Ebner has adopted Statement of Financial Accounting Standard No. 128,
"Earnings Per Share," specifying the computation, presentation and disclosure
requirements of earnings per share information. Basic earnings per share has
been calculated based upon the weighted average number of common shares
outstanding. Stock options and warrant's have been excluded as common stock
equivalents in the diluted earnings per share because they are either
antidilutive, or their effect is not material. There is no effect on earnings
per share information for the year ended December 31, 1999 relating to the
adoption of this standard.
F-9
VICTOR EBNER ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 1999
NOTE A - SUMMARY OF ACCOUNTING POLICIES (continued)
Stock Based Compensation
- --------------------------
Victor Ebner accounts for stock transactions in accordance with APB Opinion 25,
"Accounting for Stock Issued to Employees." In accordance with statement of
Financial Accounting Standards No. 123, "Accounting for Stock Based
Compensation," Victor Ebner has adopted the proforma disclosure requirements.
Liquidity
- ---------
As shown in the accompanying financial statements, Victor Ebner incurred a net
loss of $ 31,791 during the year ended December 31, 2000 and $ 0 during the year
ended December 31, 1999. Victor Ebner's current liabilities assets exceeded
its current assets by $ 31,791 as of December 31, 2000, and all of Victor
Ebner's assets are illiquid.
Concentrations of Credit Risk
- --------------------------------
Financial instruments and related items, which potentially subject Victor Ebner
to concentrations of credit risk, consist primarily of cash, cash equivalents
and trade receivables. Victor Ebner places its cash and temporary cash
investments with high credit quality institutions. At times, such investments
may be in excess of the FDIC insurance limit.
Research and Development
- --------------------------
Company-sponsored research and development costs related to both present and
future products will be expended in the period incurred.
Advertising
- -----------
Victor Ebner will follow a policy of charging the costs of advertising to
expenses incurred. The Company did not incur any advertising costs during the
years ended December 31, 2000 and 1999.
New Accounting Pronouncements
- -------------------------------
Victor Ebner adopted Statement of Financial Accounting Standards No. 132,
Employers' Disclosures about Pension and Other-Post Employment Benefits ("SFAS
132"). SFAS No. 132 establishes disclosure requirements regarding pension and
post employment obligations. SFAS No. 132 does not effect the company as of
December 31, 2000.
In March 1998, Statement of Position No. 98-1 was issued, which specifies the
appropriate accounting for costs incurred to develop or obtain computer
software for internal use. The new pronouncement provides guidance on which
costs should be capitalized, and over what period such costs should be
amortized and what disclosures should be made regarding such costs. This
pronouncement is effective for fiscal years beginning after December 15, 1998,
but earlier application is acceptable. Previously capitalized costs will not be
adjusted. Victor Ebner believes that it is
F-10
VICTOR EBNER ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 1999
NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)
already in substantial compliance with the accounting requirements as set forth
in this new pronouncement, and therefore believes that adoption will not have a
material effect on financial condition or operating results.
Victor Ebner adopted Statement of Financial Standards No. 133, Accounting for
Derivative Instruments and for Hedging Activities ("SFAS No. 133") in the six
months ended June 30, 2000. SFAS No. 133 requires that certain derivative
instruments be recognized in balance sheets at fair value and for changes in
fair value to be recognized in operations. Additional guidance is also provided
to determine when hedge accounting treatment is appropriate whereby hedging
gains and losses are offset by losses and gains related directly to the hedged
item. SFAS No. 133's impact on Victor Ebner's consolidated financial statements
is not expected to be material as Victor Ebner has not historically used
derivative and hedge instruments.
In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin No. 101 (" SAB 101"), Revenue Recognition in Financial Statements,
which will become effective December 31, 2000. Victor Ebner does not expect the
standard to have a material effect on its financial condition or operating
results.
NOTE B - RELATED PARTY TRANSACTIONS
Included in accounts payable and accrued expenses is $21,965. at December 31,
2000 which represents advances from the stockholder of Victor Ebner. No formal
agreements or repayment terms exist.
NOTE C- CAPITAL STOCK
Victor Ebner is authorized to issue 200 shares of common stock , with no par
value per share. During the period ended December 31, 1998, Victor Ebner issued
1 share of common stock in exchange for reimbursement of services aggregating $
10 (see Note B). The Company valued the stock issued based upon the fair value
of the services received.
NOTE D- INCOME TAXES
Victor Ebner has adopted Financial Accounting Standard number 109 which requires
the recognition of deferred tax liabilities and assets for the expected future
tax consequences of events that have been included in the financial statement or
tax returns. Under this method, deferred tax liabilities and assets are
determined based on the difference between financial statements and tax bases of
assets and liabilities using enacted tax rates in effect for the year in which
the differences are expected to reverse. Temporary differences between taxable
income reported for financial reporting purposes and income tax purposes are
insignificant.
F-11
VICTOR EBNER ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 1999
NOTE D- INCOME TAXES (CONTINUED)
At December 31, 2000, Victor Ebner has available for federal income tax purposes
a net operating loss carryforward of $31,800, expiring the year 2020, that may
be used to offset future taxable income. Victor Ebner has provided a valuation
reserve against the full amount of the net operating loss benefit, since in the
opinion of management based upon the earnings history of Victor Ebner, it is
more likely than not that the benefits will not be realized. Due to significant
changes in Victor Ebner's ownership, Victor Ebner's future use of its existing
net operating losses may be limited.
Components of deferred tax assets as of December 31, 2000 are as follows:
Non current:
Net operating loss carryforward $ 4,770
Valuation allowance (4,770)
--------
Net deferred tax asset $ 0
========
NOTE G-LOSSES PER SHARE
The following table presents the computation of basic and diluted losses per
share:
2000 1999
--------- --------
Loss available for common shareholders $(31,791) $ -
========= ========
Basic and fully diluted loss per share $(31,791) $ (.00)
========= ========
Weighted average common shares outstanding 1 1
========= ========
Net loss per share is based upon the weighted average of shares of common stock
outstanding
NOTE H- GOING CONCERN
The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. As shown in the accompanying
financial statements during the period November 16, 1998 through December 31,
2000, Victor Ebner incurred a loss of $31,801. In addition, Victor Ebner has a
deficiency in stockholder's equity of $31,791. These factors among others may
indicate that Victor Ebner will be unable to continue as a going concern for a
reasonable period of time.
F-12
VICTOR EBNER ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 1999
NOTE H- GOING CONCERN (CONTINUED)
Victor Ebner's existence is dependent upon management's ability to develop
profitable operations. Management is devoting substantially all of its efforts
to establishing its audio-visual language instruction systems in the United
States and there can be no assurance that Victor Ebner's efforts will be
successful.. However, the planned principal operations have not commenced and
no assurance can be given that management's actions will result in profitable
operations or the resolution of its liquidity problems. The accompanying
statements do not include any adjustments that might result should Victor Ebner
be unable to continue as a going concern.
In order to improve Victor Ebner's liquidity, Victor Ebner is actively pursing
additional equity financing through discussions with investment bankers and
private investors. There can be no assurance Victor Ebner will be successful in
its effort to secure additional equity financing.
NOTE I- SUBSEQUENT EVENTS
On January 24, 2001, the Company amended its certificate of incorporation to
increase the number of authorized shares of common stock from 200 to 50,000,000,
with no par value.
On January 24, 2001, the Company entered into a Plan of Merger ("Merger")
whereby, subject to shareholder approval, the Company acquired, in exchange for
50,000 shares of the Company's common stock and consideration of $200,000 in
the form of a promissory note, In Full Affect, Inc. ("In Full Affect"), an
inactive publicly registered shell corporation with no significant assets or
operations. The promissory note is unsecured and is due and payable on or before
February 2002 together with interest at 8% per annum. The Company shall be the
surviving entity.
On January 24, 2001, the Company entered into a Capital Contribution Agreement
with its sole shareholder, Christian Ebner ("Ebner") and a Licensing Agreement
with Victor Ebner Enterprises SA, a company formed under the laws of
Switzerland owned by Ebner. Under the Capital Contribution Agreement, Ebner has
agreed, subject to meeting certain conditions, to contribute one hundred percent
(100%) of Victor Enterprises SA, in exchange for 10,000,000 shares of the
Company's common stock. Five million (5,000,000) shares of the Company's common
stock are to be distributed to Ebner concurrent with the completion of the
merger agreement with In Full Affect and the remaining five million (5,000,000)
shares are held in escrow pending Ebner fulfilling the terms of the Capital
Contribution Agreement.
The Licensing Agreement provides the Company with the right to use the Victor
Ebner Enterprises SA audio-visual language instruction systems in the United
States. The Licensing Agreement provides for a term of 5 years and a royalty
payment equal to the greater of six per cent (6%) of net sales or $ 25,000 per
year. Upon fulfilling the terms of the Capital Contribution Agreement, the
Licensing Agreement shall be terminated by Victor Ebner Enterprises SA.
F-13
EXPERTS
The financial statements of Victor Ebner Enterprises, Inc. for the period
November 16, 1998 (date of inception) through December 31, 2000, included in
this prospectus-proxy statement have been audited by Stefanou & Company, LLP,
and have been so included in reliance on the report of Stefanou & Company, LLP,
independent accountants, given on their authority as experts in auditing and
accounting.
VALIDITY OF VICTOR EBNER'S COMMON STOCK
The validity of the common stock subject to this offering will be passed
upon for us by Shustak Jalil & Heller, counsel to Victor Ebner.
F-14
APPENDIX A
PLAN OF MERGER
MERGING
IN FULL AFFECT, INC., A NEVADA CORPORATION
INTO
VICTOR EBNER ENTERPRISES, INC., A NEW YORK CORPORATION
1. PARTIES TO THE MERGER; EFFECTIVE DATE. Pursuant to the provisions
of the New York Statutes, In Full Affect, Inc., a Nevada corporation ("Full
Affect"), shall be merged with and into Victor Ebner, Inc., a New York
corporation ("Victor Ebner"). Victor Ebner shall be the surviving corporation.
The merger ("Merger") shall become effective at such time (the "Effective Time")
on the date (the "Effective Date") that articles of merger are filed with the
Secretary of State of New York.
2. CLOSING. The closing of the merger contemplated by this agreement
shall take place on or before June 29, 2001 at the offices of Troutman Sanders
Mays & Valentine LLP, 1660 International Drive, Suite 600, McLean, Virginia
22102, or at such other date and place as the parties may mutually agree. The
actual date of such closing is referred to herein as the "Closing." 2A.
EFFECT OF THE MERGER. From and after the Effective Time, (i) Victor Ebner shall
continue its corporate existence as a New York corporation and the separate
existence of In Full Affect shall cease; (ii) the corporate charter/articles of
incorporation and bylaws of Victor Ebner in effect immediately prior the
Effective Time shall continue to be its charter/articles of incorporation and
bylaws until amended or repealed in a manner provided by law; and (iii) each of
the directors and officers of Victor Ebner in office immediately prior to the
Effective Time shall become the directors and officers of Victor Ebner, if they
have not resigned as of the Effective Time, until their respective successor are
duly elected or appointed.
2B. CONVERSION OF OUTSTANDING SHARES. Each share of Full Affect Common
Stock that is issued and outstanding immediately prior to the Effective Time
will, by virtue of the merger of Victor Ebner and Full Affect, at the Effective
Time, and without any further action on the part of either Victor Ebner and Full
Affect or any holder of outstanding Common Stock, be cancelled and extinguished
and automatically converted into one shares of validly issued, fully paid and
nonassessable Victor Ebner Common Stock. All outstanding certificates for
shares of either Victor Ebner or Full Affect shall be recognized as shares of
the surviving, merged corporation, provided that holders of shares of either
corporation may submit their certificates to Full Affect for re-issuance if they
desire to do so.
2C. CANCELLATION OF CERTAIN FULL AFFECT SHARES. Each share of Full
Affect Common Stock which is, immediately prior to the Effective Time, held in
the treasury of Full Affect or held by any director of indirect wholly-owned
subsidiary of Full Affect shall be cancelled and extinguished without any
conversion thereof. In addition, 950,000 shares of Full Affect Common Stock
held by Daniel L. Hodges, President and sole Director of Full Affect, shall be
cancelled and extinguished without any conversion thereof (the "Cancellation
Shares"). Upon approval of the Merger by the Full Affect shareholders and prior
to the Closing, the cancellation of the Cancelled Shares shall be deemed to have
occurred and to have been effective prior to the Closing without any further act
by Daniel L. Hodges or by Full Affect other than the approval of the Merger by
the Full Affect shareholders.
3. REPRESENTATIONS OF VICTOR EBNER. Victor Ebner hereby represents and
warrants to In Full Affect that:
2
3.1 Due Incorporation, etc. Victor Ebner is duly incorporated, validly
existing and in good standing under the laws of New York and has all requisite
power and authority to execute and deliver this agreement and to perform the
obligations to be performed by it hereunder. Neither the execution or delivery
of this agreement nor the performance by Victor Ebner hereof will constitute a
breach of or default under the governing instruments of Victor Ebner or any
agreement, instrument, indenture, judgment or decree to which Victor Ebner is a
party or by which it is bound. Prior to the Closing, all consents and
approvals, if any, required to be obtained by Victor Ebner for its performance
hereunder will have been obtained.
3.2 Due Execution, Validity and Effect. This agreement has been duly
authorized, executed and delivered by Victor Ebner and, assuming the due
authorization, execution and delivery by In Full Affect, this agreement
constitutes the valid, legal and binding obligation of Victor Ebner, enforceable
in accordance with its terms, except to the extent that enforceability may be
limited by bankruptcy, insolvency, moratorium or similar laws affecting the
enforcement of creditors' rights generally.
3.3 Title to the Shares. At Closing, Victor Ebner shall deliver the
shares of its common stock, with legal and valid title thereto, free and clear
of all liens, charges, pledges, claims and encumbrances of any kind or nature
whatsoever, other than those created by this agreement.
3.4 Board Approval. The Board of Directors of Victor Ebner has duly
approved the merger contemplated by this agreement.
3.5 Full Disclosure. No representation or warranty made by Victor
Ebner in this agreement and no certificate or document furnished or to be
furnished to In Full Affect pursuant to this agreement contains or will contain
any untrue statement of a material fact, or omits or will omit to state a
material fact necessary to make the statements contained herein or therein not
misleading.
4. REPRESENTATIONS OF IN FULL AFFECT. In Full Affect represents and
warrants to Victor Ebner that:
4.1 Due Incorporation, etc. In Full Affect is duly incorporated,
validly existing and in good standing under the laws of Delaware and has all
requisite power and authority to execute and deliver this agreement and to
perform the obligations to be performed by it hereunder. Neither the execution
or delivery of this agreement nor the performance by In Full Affect hereof will
constitute a breach of or default under the governing instruments of In Full
Affect or any agreement, instrument, indenture, judgment or decree to which In
Full Affect is a party or by which it is bound. Prior to the Closing, all
consents and approvals, if any, required to be obtained by In Full Affect for
its performance hereunder will have been obtained.
4.2 Due Execution, Validity and Effect. This agreement has been duly
authorized, executed and delivered by In Full Affect and, assuming the due
authorization, execution and delivery by Victor Ebner, this agreement
constitutes the valid, legal and binding obligation of In Full Affect,
enforceable in accordance with its terms, except to the extent that
enforceability may be limited by bankruptcy, insolvency, moratorium or similar
laws affecting the enforcement of creditors' rights generally.
4.3 Full Disclosure. No representation or warranty made by In Full
Affect in this agreement and no certificate or document furnished or to be
furnished to Victor Ebner pursuant to this agreement contains or will contain
any untrue statement of a material fact, or omits or will omit to state a
material fact necessary to make the statements contained herein or therein not
misleading.
4.4 Board Approval. The Board of Directors of In Full Affect has duly
approved the merger contemplated by this agreement.
5. CERTAIN FEES.
3
Neither party has incurred any liability for any brokers' or finders' fees
or commissions in connection with the merger contemplated by this Agreement for
which the other party is or would be liable. Each of the parties agree to
indemnify and hold harmless the other from and against any commission, fee or
claim of any person employed or retained by it to bring about the merger
contemplated hereby or to represent it in connection therewith.
6. CONDITIONS TO OBLIGATIONS OF THE PARTIES. All obligations of the
parties under this agreement are subject to the fulfillment or satisfaction,
prior to or at Closing, of each of the following conditions precedent (all of
which may be waived):
(a) each of the representations and warranties of the parties
herein being true and correct in all material respects on the date hereof and as
of the Closing, and each of the parties having performed or complied with all
agreements and covenants contained in this agreement to be performed or complied
with by it or either of them, as the case may be, prior to or at the Closing;
(b) neither the Victor Ebner nor In Full Affect's being precluded
by an order or preliminary or permanent injunction of a court of competent
jurisdiction from consummating the merger pursuant to this agreement (each party
agreeing to use its reasonable best efforts to have any such injunction lifted);
and
(c) there not having been any statute, rule or regulation enacted
or promulgated by any government body or agency after the date hereof which is
applicable to the merger pursuant to this agreement which would render the
consummation of the merger illegal.
7. SURVIVAL OF REPRESENTATIONS, ETC. All representations, warranties
and agreements made herein shall survive any investigation made by Victor Ebner
and In Full Affect and shall survive the Closing.
8. TERMINATION. This agreement may be terminated:
(a) on the date specified in a writing executed by In Full Affect
and Victor Ebner;
(b) by Victor Ebner, upon written notice to Victor Ebner, if any
representation or warranty made in this agreement by Victor Ebner shall have
been false or incorrect in any material respect when made or shall have become
false or incorrect in any material respect thereafter, of if Victor Ebner shall
fail to perform or observe any material covenant or agreement made by Victor
Ebner in this agreement; or
(c) by Victor Ebner, upon written notice to In Full Affect, if any
representation or warranty made in this agreement by In Full Affect shall have
been false or incorrect in any material respect when made or shall have become
false or incorrect in any material respect hereafter, or if In Full Affect shall
fail to perform or observe any material covenant or agreement made by it in this
agreement.
9. MISCELLANEOUS.
9.1 Binding Effect; Assignment. This agreement shall inure to the
----------------------------
benefit of and be binding upon the parties hereto, their respective legal
representatives and successors. This agreement may not be assigned.
9.2 Further Assurances, Cooperation. Each party shall, upon reasonable
-------------------------------
request by the other party, execute and deliver any additional documents
necessary or desirable to complete the merger pursuant to and in the manner
contemplated by this agreement. The parties hereto agree to cooperate and use
their respective best efforts to consummate the transactions contemplated by
this agreement.
4
9.3 Entire Agreement; Absence of Representation. This agreement
-----------------------------------------------
constitutes the entire agreement between the parties hereto and supersedes all
prior arrangements, understandings, and agreements, oral or written, between the
parties hereto with respect to the subject matter hereof. In Full Affect and
Daniel Hodges acknowledges that in acquiring the securities in the merger
hereunder, it and each of them has relied only upon the representations and
warranties expressly made in this agreement and that no other statements,
representations or warranties, oral or written, expressed or implied, have been
made or relied upon in connection with such acquisitions or as an inducement
therefor.
9.4 Execution in Counterparts. This agreement may be executed in
---------------------------
counterparts, each of which shall be deemed an original and all of which shall
be deemed to be one and the same instrument.
9.5 Notices. All notices, requests, permissions, waivers and
-------
communications hereunder shall be in writing and shall be deemed to have been
duly given when delivered in person, by telegram, telex, facsimile transmission
or by mail (registered or certified mail, postage prepaid, return receipt
requested) to the respective parties at the following respective addresses or to
such other addresses as any party hereto shall specify in a notice to the other
parties hereto in accordance with the terms hereof:
If to In Full Affect: Attention: Daniel L. Hodges
In Full Affect, Inc.
5505 N. Indian Trail
Tucson, Arizona 85750
Facsimile Transmission: (609) 390-3050
With a copy (which shall not constitute notice) to:
Attention: David J. Levenson
Troutman Sanders Mays &
Valentine LLP
1660 International Drive
Suite 600
McLean, Virginia 22102
Facsimile Transmission: (703) 734-4340
If to Victor Ebner: Attention: Christian Ebner
Victor Ebner Enterprises Inc.
545 Madison Avenue
New York, New York 10022
Facsimile Transmission:__________________-
9.6 Amendments and Waivers. This agreement may not be modified or
------------------------
amended except by an instrument or instruments in writing signed by the party
against whom enforcement of any such modification or amendment is sought.
Victor Ebner may, by an instrument in writing, waive compliance by In Full
Affect with any term or provision of this agreement on the part of any of them
to be performed or complied with. In Full Affect may, by an instrument in
writing, waive compliance by Victor Ebner with any term or provision of this
agreement on the part of Victor Ebner to be performed or complied with. Any
waiver of a breach of any term or provision of this agreement shall not be
construed as a waiver of any subsequent breach.
9.7 Headings; Severability. The headings contained in this agreement
-----------------------
are for convenience of reference only and shall not affect the interpretation or
construction hereof. Any term or provision of this agreement which is invalid
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this
agreement or affecting the validity or enforceability of any of the terms or
provisions of this agreement in any other jurisdiction. If any provision of
this agreement is so broad as to be unenforceable, such provision shall be
interpreted to be only so broad as in enforceable.
5
9.8 Governing Law. This Agreement shall be construed (both as to
--------------
validity and performance) and enforced in accordance with and governed by the
laws of the State of Nevada applicable to agreements made and to be performed
wholly within such jurisdiction and without regard to conflicts of laws.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of this 24th day of January, 2001.
IN FULL AFFECT, INC.
By: /s/ Daniel L. Hodges
-------------------------------------
President
VICTOR EBNER ENTERPRISES, INC.
By: /s/ Christian Ebner
-------------------------------------
President
6
APPENDIX B
RIGHTS OF DISSENTING OWNERS
NRS 92A.380 Right of stockholder to dissent from certain corporate actions and
to obtain payment for shares.
1. Except as otherwise provided in NRS 92A.370 and 92A.390, a stockholder is
entitled to dissent from, and obtain payment of the fair value of his shares in
the event of any of the following corporate actions:
(a) Consummation of a plan of merger to which the domestic corporation is a
party:
(1) If approval by the stockholders is required for the merger NRS 92A.120 to
92A.160 inclusive, or the articles of incorporation and he is entitled to vote
on the merger; or
(2) If the domestic corporation is a subsidiary and is merged with its parent
under NRS 92A.180.
(b) Consummation of a plan of exchange to which the domestic corporation is a
party as the corporation whose subject owner's interests will be acquired, if he
is entitled to vote on the plan.
(c) Any corporate action taken pursuant to a vote of the stockholders to the
event that the articles of incorporation, bylaws or a resolution of the board of
directors provides that voting or nonvoting stockholders are entitled to dissent
and obtain payment for their shares.
2. A stockholder who is entitled to dissent and obtain payment under NRS 92A.300
to 92A.500, inclusive, may not challenge the corporate action creating his
entitlement unless the action is unlawful or fraudulent with respect to him or
the domestic corporation.
NRS 92A.400 Limitations on right of dissent: Assertion as to portions only to
shares registered to stockholder; assertion by beneficial stockholder.
1. A stockholder of record may assert dissenter's rights as to fewer than all of
the shares registered in his name only if he dissents with respect to all shares
beneficially owned by any one person and notifies the subject corporation in
writing of the name and address of each person on whose behalf he asserts
dissenter's rights. The rights of a partial dissenter under this subsection are
determined as if the shares as to which he dissents and his other shares were
registered in the names of different stockholders.
2. A beneficial stockholder may assert dissenter's rights as to shares held on
his behalf only if:
(a) He submits to the subject corporation the written consent of the stockholder
of record to the dissent not later than the time the beneficial stockholder
asserts dissenter's rights; and
(b) He does so with respect to all shares of which he is the beneficial
stockholder or over which he has power to direct the vote.
NRS 92A.410 Notification of stockholders regarding right of dissent.
1. If a proposed corporate action creating dissenters' rights is submitted to a
vote at a stockholders' meeting, the notice of the meeting must state that
stockholders are or may be entitled to assert dissenters' rights under NRS
92A.300 to 92A.500, inclusive, and be accompanied by a copy of those sections.
2. If the corporate action creating dissenters' rights is taken by written
consent of the stockholders or without a vote of the stockholders, the domestic
corporation shall notify in writing all stockholders entitled to assert
dissenters' rights that the action was taken and send them the dissenter's
notice described in NRS 92A.430.
NRS 92A.420 Prerequisites to demand for payment for shares.
1. If a proposed corporate action creating dissenters' rights is submitted to a
vote at a stockholders' meeting, a stockholder who wishes to assert dissenter's
rights:
(a) Must deliver to the subject corporation, before the vote is taken, written
notice of his intent to demand payment for his shares if the proposed action is
effectuated; and
(b) Must not vote his shares in favor of the proposed action.
2. A stockholder who does not satisfy the requirements of subsection 1 and NRS
92A.400 is not entitled to payment for his shares under this chapter.
NRS 92A.430 Dissenter's notice: Delivery to stockholders entitled to assert
rights; contents.
1. If a proposed corporate action creating dissenters' rights is authorized at a
stockholders' meeting, the subject corporation shall deliver a written
dissenter's notice to all stockholders who satisfied the requirements to assert
those rights.
2. The dissenter's notice must be sent no later than 10 days after the
effectuation of the corporate action, and must:
(a) State where the demand for payment must be sent and where and when
certificates, if any, for shares must be deposited;
(b) Inform the holders of shares not represented by certificates to what extent
the transfer of the shares will be restricted after the demand for payment is
received;
(c) Supply a form for demanding payment that includes the date of the first
announcement to the news media or to the stockholders of the terms of the
proposed action and requires that the person asserting dissenter's rights
certify whether or not he acquired beneficial ownership of the shares before
that date;
(d) Set a date by which the subject corporation must receive the demand for
payment, which may not be less than 30 nor more than 60 days after the date the
notice is delivered; and
(e) Be accompanied by a copy of NRS 92A.300 to 92A.500, inclusive.
NRS 92A.440 Demand for payment and deposit of certificates; retention of rights
of stockholder.
1. A stockholder to whom a dissenter's notice is sent must:
(a) Demand payment;
(b) Certify whether he acquired beneficial ownership of the shares before the
date required to be set forth in the dissenter's notice for this certification;
and
(c) Deposit his certificates, if any, in accordance with the terms of the
notice.
2. The stockholder who demands payment and deposits his certificates, if any,
before the proposed corporate action is taken retains all other rights of a
stockholder until those rights are canceled or modified by the taking of the
proposed corporate action.
2
3. The stockholder who does not demand payment or deposit his certificates where
required, each by the date set forth in the dissenter's notice, is not entitled
to payment for his shares under this chapter.
NRS 92A.460 Payment for shares: General requirements.
1. Except as otherwise provided in NRS 92A.470, within 30 days after receipt of
a demand for payment, the subject corporation shall pay each dissenter who
complied with NRS 92A.440 the amount the subject corporation estimates to be the
fair value of his shares, plus accrued interest. The obligation of the subject
corporation under this subsection may be enforced by the district court:
(a) Of the county where the corporation's registered office is located; or
(b) At the election of any dissenter residing or having its registered office in
this state, of the county where the dissenter resides or has its registered
office. The court shall dispose of the complaint promptly.
2. The payment must be accompanied by:
(a) The subject corporation's balance sheet as of the end of a fiscal year
ending not more than 16 months before the date of payment, a statement of income
for that year, a statement of changes in the stockholders' equity for that year
and the latest available interim financial statements, if any;
(b) A statement of the subject corporation's estimate of the fair value of the
shares;
(c) An explanation of how the interest was calculated;
(d) A statement of the dissenter's rights to demand payment under NRS 92A.480;
and
(e) A copy of NRS 92A.300 to 92A.500, inclusive.
NRS 92A.470 Payment for shares: Shares acquired on or after date of dissenter's
notice.
1. A subject corporation may elect to withhold payment from a dissenter unless
he was the beneficial owner of the shares before the date set forth in the
dissenter's notice as the date of the first announcement to the news media or to
the stockholders of the terms of the proposed action.
2. To the extent the subject corporation elects to withhold payment, after
taking the proposed action, it shall estimate the fair value of the shares, plus
accrued interest, and shall offer to pay this amount to each dissenter who
agrees to accept it in full satisfaction of his demand. The subject corporation
shall send with its offer a statement of its estimate of the fair value of the
shares, an explanation of how the interest was calculated, and a statement of
the dissenters' right to demand payment pursuant to NRS 92A.480.
NRS 92A.480 Dissenter's estimate of fair value: Notification of subject
corporation; demand for payment of estimate.
1. A dissenter may notify the subject corporation in writing of his own estimate
of the fair value of his shares and the amount of interest due, and demand
payment of his estimate, less any payment pursuant to NRS 92A.460, or reject the
offer pursuant to NRS 92A.470 and demand payment of the fair value of his shares
and interest due, if he believes that the amount paid pursuant to NRS 92A.460 or
offered pursuant to NRS 92A.470 is less than the fair value of his shares or
that the interest due is incorrectly calculated.
2. A dissenter waives his right to demand payment pursuant to this section
unless he notifies the subject corporation of his demand in writing within 30
days after the subject corporation made or offered payment for his shares.
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NRS 92A.490 Legal proceeding to determine fair value: Duties of subject
corporation; powers of court; rights of dissenter.
1. If a demand for payment remains unsettled, the subject corporation shall
commence a proceeding within 60 days after receiving the demand and petition the
court to determine the fair value of the shares and accrued interest. If the
subject corporation does not commence the proceeding within the 60-day period,
it shall pay each dissenter whose demand remains unsettled the amount demanded.
2. A subject corporation shall commence the proceeding in the district court of
the county where its registered office is located. If the subject corporation is
a foreign entity without a resident agent in the state, it shall commence the
proceeding in the county where the registered office of the domestic corporation
merged with or whose shares were acquired by the foreign entity was located.
3. The subject corporation shall make all dissenters, whether or not residents
of Nevada, whose demands remain unsettled, parties to the proceeding as in an
action against their shares. All parties must be served with a copy of the
petition. Nonresidents may be served by registered or certified mail or by
publication as provided by law.
4. The jurisdiction of the court in which the proceeding is commenced under
subsection 2 is plenary and exclusive. The court may appoint one or more persons
as appraisers to receive evidence and recommend a decision on the question of
fair value. The appraisers have the powers described in the order appointing
them, or any amendment thereto. The dissenters are entitled to the same
discovery rights as parties in other civil proceedings.
5. Each dissenter who is made a party to the proceeding is entitled to a
judgment:
(a) For the amount, if any, by which the court finds the fair value of his
shares, plus interest, exceeds the amount paid by the subject corporation; or
(b) For the fair value, plus accrued interest, of his after-acquired shares for
which the subject corporation elected to withhold payment pursuant to NRS
92A.470.
NRS 92A.500 Legal proceeding to determine fair value: Assessment of costs and
fees.
1. The court in a proceeding to determine fair value shall determine all of the
costs of the proceeding, including the reasonable compensation and expenses of
any appraisers appointed by the court. The court shall assess the costs against
the subject corporation, except that the court may assess costs against all or
some of the dissenters, in amounts the court finds equitable, to the extent the
court finds the dissenters acted arbitrarily, vexatiously or not in good faith
in demanding payment.
2. The court may also assess the fees and expenses of the counsel and experts
for the respective parties, in amounts the court finds equitable:
(a) Against the subject corporation and in favor of all dissenters if the court
finds the subject corporation did not substantially comply with the requirements
of NRS 92A.300 to 92A.500, inclusive; or
(b) Against either the subject corporation or a dissenter in favor of any other
party, if the court finds that the party against whom the fees and expenses are
assessed acted arbitrarily, vexatiously or not in good faith with respect to the
rights provided by NRS 92A.300 to 92A.500,inclusive.
3. If the court finds that the services of counsel for any dissenter were of
substantial benefit to other dissenters similarly situated, and that the fees
for those services should not be assessed against the subject corporation, the
court may award to those counsel reasonable fees to be paid out of the amounts
awarded to the dissenters who were benefited.
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4. In a proceeding commenced pursuant to NRS 92A.460, the court may assess the
costs against the subject corporation, except that the court may assess costs
against all or some of the dissenters who are parties to the proceeding, in
amounts the court finds equitable, to the extent the court finds that such
parties did not act in good faith in instituting the proceeding.
5. This section does not preclude any party in a proceeding commenced pursuant
to NRS 92A.460 or 92A.490 from applying the provisions of N.R.C.P. 68 or NRS
17.115.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article VIII of the Articles of Incorporation of the registrant authorizes
the registrant to indemnify any present or former director or officer to the
fullest extent not prohibited by the New York Business Corporation Law (NYBCL),
public policy or other applicable law. Sections 721 through 726 of the NYBCL
authorizes a corporation to indemnify its directors, officers, employees, or
agents in terms sufficiently broad to permit such indemnification under certain
circumstances for liabilities (including provisions permitting advances for
expenses incurred) arising under the Securities Act of 1933.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits:
The following exhibits are filed on behalf of the Registrant as part of
this Registration Statement:
Exhibit No. Document
3.(i) Articles of Incorporation
(ii) By-laws
4. Specimen stock certificate
5. Legal opinion of Shustak Jalil & Heller*
21. Subsidiaries of the Registrant
10.1 Capital Contribution Agreement, dated January 24, 2001
10.2 Licensing Agreement, effective February 1, 2001
10.3 Promissory Note for $200,000 by and between Victor Enterprises
Inc. and Daniel L. Hodges
21. Subsidiaries of the Registrant
23.1 Consent of Shustak Jalil & Heller (included in exhibit 5)
23.2 Consent of Stefanou & Company, LLP
23.3 Consent of Robison, Hill & Co.
24. Power of Attorney (included on signature page)
99.1 Form of Proxy
---
*To be filed by amendment
(b) Financial Statement Schedules
Not applicable.
(c) Reports, Opinions or Appraisals.
Not applicable.
ITEM 22. UNDERTAKINGS.
(a) Undertakings Required by Item 512 of Regulation S-K.
The undersigned registrant hereby undertakes:
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(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in aggregate, represent
a fundamental change in the information set forth in the
registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
The undersigned Registrant hereby undertakes as follows: that prior to any
public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or
party which is deemed to be an underwriter within the meaning of Rule 145(c),
the issuer undertakes that such reoffering prospectus will contain the
information called for by the applicable registration form with respect to
reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other Items of the applicable form.
The Registrant undertakes that every prospectus (i) that is filed pursuant
to the paragraph immediately preceding, or (ii) that purports to meet the
requirements of Section 10(a)(3) of the Securities Act of 1933 and is used in
connection with an offering of securities subject to Rule 415, will be filed as
a part of an amendment to the registration statement and will not be used until
such amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of 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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(b) The undersigned registrant hereby undertakes to respond to requests
for information that is incorporated by reference into the prospectus pursuant
to Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
(c) The undersigned registrant hereby undertakes to supply by means of
a post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned; thereunto duly authorized, in Geneva, Switzerland, on
13th of February, 2001.
VICTOR EBNER ENTERPRISES INC.
By:/s/ Christian Ebner
Christian Ebner
President and Chief Executive Officer
POWER OF ATTORNEY
Each of the undersigned hereby appoints Christian Ebner and Jean Braure as
attorneys and agents for the undersigned, with full power of substitution, for
and in the name, place and stead of the undersigned, to sign and file with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
any and all amendments and exhibits to this Registration Statement and any and
all applications, instruments and other documents to be filed with the
Securities and Exchange Commission pertaining to the registration of securities
covered hereby with full power and authority to do and perform any and all acts
and things whatsoever requisite or desirable.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Christian Ebner President and Chief Executive 2/13/01
- ------------------------------- Officer (Principal Executive Officer)
Christian Ebner
/s/ Christian Ebner Chief Financial Officer 2/13/01
- ------------------------------- (Principal Accounting Officer and
Christian Ebner Principal Financial Officer)
/s/ Gracia Ebner Director 2/13/01
- -------------------------------
Gracia Ebner
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/s/ Jacques Bouchard Director 2/13/01
- -------------------------------
Jacques Bouchard
/s/ Roberto Barros Director 2/13/01
- -------------------------------
Roberto Barros
/s/ Jean Barros Director 2/13/01
- -------------------------------
Jean Barros
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EXHIBIT INDEX
Exhibit No. Document
3.(i) Articles of Incorporation
(ii) By-laws
4. Specimen stock certificate
5. Legal opinion of Shustak Jalil & Heller*
21. Subsidiaries of the Registrant
10.1 Capital Contribution Agreement, dated January 24, 2001
10.2 Licensing Agreement, effective February 1, 2001
10.3 Promissory Note for $200,000 by and between Victor Enterprises
Inc. and Daniel L. Hodges
21. Subsidiaries of the Registrant
23.1 Consent of Shustak Jalil & Heller (included in exhibit 5)
23.2 Consent of Stefanou & Company, LLP
23.3 Consent of Robison, Hill & Co.
24. Power of Attorney (included on signature page)
99.1 Form of Proxy
---
*To be filed by amendment
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