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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
(Amendment No. _________________ )
FUTURA CC, INC.
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(Name of small business issuer in its charter)
NEVADA 7011 95-4832352
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(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
15315 MAGNOLIA BOULEVARD, SUITE 410, SHERMAN OAKS, CA 91403 TEL(818)382-136
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(Address and telephone number of principal executive offices)
15315 MAGNOLIA BOULEVARD, SUITE 410, SHERMAN OAKS, CA 91403 TEL(818)382-136
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(Address of principal place of business or intended principal place of business)
MICHAEL A. CARDENAS, ESQ.
15315 MAGNOLIA BOULEVARD, SUITE 410, SHERMAN OAKS, CA 91403 TEL(818)990-140
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(Name, address and telephone number of agent for service)
Approximate date of proposed sale to the public
JULY 15, 2001
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If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
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If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
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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. [ ]
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If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box. [ ]
CALCULATION OF REGISTRATION FEE
Tile of each Dollar Proposed Proposed
class of securities amount to maximum offering maximum aggregate Amount of
to be registered be registered price per unit offering price registration fee
Series A $ 100,000,000 $ 1.00 $ 100,000,000 $ 25,000
Preferred
Note: Specific details relating to the fee calculation shall be furnished in
notes to the table, including references to provisions to Rule 457 (Sec.230.457
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of this chapter) relied upon, if the basis of the calculation is not otherwise
evident from the information presented in the table. If the filing fee is
calculated pursuant to Rule 457(o) under the Securities Act, only the title of
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the class of securities to be registered, the proposed maximum aggregate
offering price for that class of securities and the amount of registration fee
need to appear in the Calculation of Registration Fee table. Any difference
between the dollar amount of securities registered for such offerings and the
dollar amount of securities sold may be carried forward on a future registration
statement pursuant to Rule 429 under the Securities Act.
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
FUTURA CC, INC.
A Nevada Corporation
Initial Public Offering of
Series A Preferred Stock (Convertible)
$100,000,000
Total Amount Offered
TITLE OF EACH PROPOSED PROPOSED
CLASS OF DOLLAR AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER UNIT OFFERING PRICE FEE
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Series A $ 100,000,000 $ 1.00 $ 100,000,000 $ 25,000
Preferred
Underwriter's Commissions:
None - Underwritten by Offerror
Proceeds to Issuer:
Up To $100,000,000
Net Proceeds to Selling Shareholders:
Not Applicable
Prospectus Dated - July 1, 2001
Name of Underwriter:
Futura CC, Inc.,
A Nevada Corporation
A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION BUT HAS NOT BECOME EFFECTIVE. INFORMATION
CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT
BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION
STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO
SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION, OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF AN
SUCH STATE.
PROSPECTUS SUMMARY
Futura CC, Inc. is a Nevada corporation formed on March 14, 2000 for the
express purpose of investing in tourism opportunities in the Republic of
Croatia. This initial offering is designed to obtain substantial initial
capital through the purchase of savings bank books previously issued by
Ljubljanska Banka, located in Slovenia, to individual customers of the bank. The
savings bank books evidence individual holdings of foreign currency deposits
with Ljubljanska Banka such as the Swiss Franc, Deutschmark, and U.S. Dollar
from communist-era external earnings.
The intended offerees of these securities are the individual customers of
Ljubljanska Banka who are now unable to access or withdraw their funds due to a
corporate re-organization shortly after the break up of Yugoslavia and which
spun off all of Ljubljanska Banka's assets but no obligations into a new bank
named Novi Ljubljanska Banka (New Ljubljana Bank). Neither the New or Old
Ljubljana Banks will honor their obligation to the individual depositors in any
currency.
Corporate management believes that if a United States based corporation
such as Futura CC, Inc. is able to acquire a substantial aggregation of the bank
books evidencing deposits of hard currencies as capital, that Ljubljanska Banka
and Novi Ljubljanska Banka will be motivated to honor the obligations of the
previously issued savings bank books.
If Futura CC, Inc. is successful in obligating the New or Old Ljubljana
Banks to honor their bank deposit obligations, management intends to use such
assets for the acquisition of tourism based assets and projects in Croatia to
enhance revenues and book values.
The securities offered herein consist of 100,000,000 Series A Preferred
Shares at $1.00 per share which will be sold to the Croatian general public in
exchange for 80% of the value of their Ljubljanska Banka hard currency deposits
set forth in the purchaser's bank books. The value of the hard currency deposits
in the bank books will be calculated based on the prevailing rate of exchange
for the foreign currency as reported by Reuters on the record date of sale of
the shares. The Series A Preferred Shares pay an annual dividend of 1% per
annum, first dividend due 90 days after the record date of sale, are convertible
to common stock at the rate of 10 preferred shares to 1 share of common stock
after five years, and are restricted from sale for a period of one year and one
day after the record date of sale.
There are substantial risks involved in the investment in these shares as
set forth in more detail later in this prospectus under the "Risk Factors"
headings. Some of these risks include, but are not limited to: political
uncertainty; lack of experience of the management team; lack of operations and
earning history; inability to convert the bank books to usable or liquid assets;
regional economic instability; the possibility of war and civil strife in the
Balkan region; and the possibility of the loss of the entire investment.
PLAN OF DISTRIBUTION
OFFEREES.
The securities herein will be offered to individual resident of the
Republic of Croatia who have previously invested their hard currency savings in
savings accounts with the Ljubljanska Banka located in Slovenia. Inasmuch as
the individual holders of the savings books are unable to receive currency of
any type from Ljubljanska Banka due to a corporate restructure, the Company
proposes to swap 80% of the value of the bank books, converted to U.S. Dollars
as of the record date of sale at the currency exchange rate reported by Reuters
on that day, in exchange for the shares in the Company which are being offered
at $1.00 per share.
The offer for the exchange of the bank books will be made at informal "town
hall" meetings and publicly advertised conferences to discuss Ljubljanska
Banka's failure to honor their bank book obligations and this prospectus will be
distributed for consideration. Interested prospective investors will then be
directed to regional brokerage houses to execute the subscription documents
along with a notarized assignment of bank book. The date of the execution of
the subscription agreement, assignment of the bank book, and tender of the
custody of the bank book to the regional brokerage house will be the "record
date" of sale for currency conversion purposes.
DEPOSIT OF BANK BOOKS WITH ESCROW AGENT.
The assigned bank books that have been tendered by the investor will
initially be held by the regional brokerage firm in the Republic of Croatia and
will thereafter will be transmitted (not later than noon on the seventh business
day after receipt) to Corporate Stock Transfer, Denver, Colorado which is the
"Escrow Agent" for this offering. The books will be deposited into a safe
deposit box which has been opened under an Escrow Agreement between the Escrow
Agent, the Bank and the Company.
SELLING AGENTS.
The Company will sign Selling Agreements with broker-dealers which are
members of the Zagreb Stock Exchange. The broker-dealers will use their "best
efforts" to sell shares of common stock in this offering behalf of the Company,
up to the Maximum Offering of 100,000,000 shares, at a purchase price of $1.00
per share. The offering price and the number of shares of preferred stock
offered for sale in this offering was determined by the Company by taking into
account the historical and expected operations of the Company, the conditions of
the equity markets for raising money for corporations in the tourism sector, and
other factors.
Subject to sale of the Offering of 100,000,000 shares of preferred stock
before the Termination Date, the Company will pay to the Selling Agents a sales
commission equal to $0.005 per share for all the shares which each of the
Selling Agents sell in the offering. All of these amounts may be paid in cash
and/or in restricted shares of common stock, at a price of $1.00 per share, at
the election of the Selling Agents.
In the Selling Agreements, the Company and any Selling Agents will agree to
indemnify each other against certain liabilities, including liabilities under
the Securities Act. The Commission has taken the position that such
indemnification provisions generally are unenforceable and against public
policy.
WHO SHOULD INVEST.
An investment in the Company is suitable only for those persons who have
sufficient financial and other resources to maintain their current and future
standard of living regardless of the outcome of their investment in the Company.
Investors should clearly understand that an investment in the Company is subject
to high risks, and it is possible that the investors could lose the value of
their bank book which is exchanged for the investment in the Company.
Each prospective investor must provide information (by completing the
Questionnaire and Subscription Agreement) for the Company to have a reasonable
basis to believe that the investor can sustain the loss of the bank book with no
adverse affect to the investor's financial status.
HOW TO SUBSCRIBE.
Investors must complete and sign the Questionnaire and Subscription
Agreement (and Purchaser Representative form, of applicable), and return the
documents to the Company (or the Selling Agent, if applicable) with the original
bank book and notarized assignment of the bank account for the shares of
preferred stock to be purchased. No shares of preferred stock will be sold
unless the Company accepts the Questionnaire, Subscription Agreement, bank book
and bank account assignment. If the Questionnaire, Subscription Agreement, bank
book and account assignment are accepted, a copy of each signature page thereof
with the Company's signature of acceptance will be sent to the investor.
Certificates for the shares of preferred stock purchased in the offering will be
sent to investors (or to broker-dealer firms designated by the investors for
deposit into accounts designated by the investors) promptly after the close of
this offering. If the Questionnaire, Subscription Agreement, bank book and
account assignment are rejected by the Company, the Company promptly will so
advise the subscriber, and return the original Questionnaire and Subscription
Agreement to the investor with the subscriber's bank book and original
assignment.
LIMITATIONS AND RESALE OF SECURITIES.
This offering of preferred stock has been registered with the U. S.
Securities and Exchange Commission, and is being conducted pursuant to all
relevant rules and regulations pertinent thereto. The shares sold in this
offering will be "restricted securities" under the Securities Act and cannot be
sold for a period of one year from the date of the sale.
The Company has never sold "free trading" shares of common stock or any
other securities pursuant to a registration statement filed with the Commission.
Except for approximately 50,000,000 shares of common stock which were sold by
the Company to the officers and directors upon the formation of the Company,
there are not other outstanding or issued shares. These restricted securities
were offered and sold under exemptions from registration under the Securities
Act, which are available pursuant to section 3(b) or 4(6) of the Securities Act.
Resales to the public of the shares of common stock which are currently
outstanding, and of shares of common stock into which outstanding shares of
preferred stock may be converted in the future, and the resale to the public of
the shares of common stock which are purchased in this offering, will be
permitted only in accordance with the manner and notice of sale requirements,
the limitations on the number of shares which can be sold, and the other
requirements of rule 144.
In general, rule 144 permits the holder of restricted securities to sell,
in any three month period, an amount of securities of the issuer which does not
exceed one percent of all the outstanding securities of the issuer. Rule 144
sales must be made to a market maker or in brokerage transactions, and a Notice
of Sale on Form 144 must be filed with the Commission. If the securities were
acquired in a transaction with the issuer which was exempt under section 4(2) or
section 4(6) of the Securities Act, the securities must be held for a minimum of
one year after purchase.
Under rule 144(k), restricted securities which have been held by
non-affiliated of the issuer for at least two years may be sold without having
to comply with the volume, manner of sale or notice filing requirements of rule
144, provided that the seller has not been affiliated with the issuer for at
least three months prior to the date of sale of the restricted securities.
FORWARD LOOKING STATEMENTS
Except for the historical information which is contained in this
Memorandum, all of the information in this Memorandum are "forward looking"
statements about the Company's expected future business and financial
performance. These statements involve known and unknown risks, including the
risks resulting from economic and market conditions, accurately forecasting
operating and capital expenditures, competition, uncertainties of litigation,
and other business conditions. These forward looking statements are subject to
uncertainties and assumptions. The actual operating results and financial
performance may prove to be very different from what the Company predicts or
anticipates as of the date of this Memorandum. The risks discussed under "Risk
Factors" below specifically address some of the factors that my influence future
operating results and financial performance.
RISK FACTORS
An investment in the preferred stock of the Company involves substantial
risks, and should only be purchased by persons who can afford to lose their
entire investment. Prospective investors should carefully consider the
following factors, in addition to the other information and financial data in
this Memorandum, before making an investment. The Company will provide copies
of any documents referred to in this Memorandum, and will help any prospective
investor obtain information which is available to help him or her understand the
Company and its business prospects.
RISK FACTORS RELATING TO THE COMPANY.
No Prior Operating or Earnings History: The Company has no prior operating
or earnings history. The Company was formed for the sole and exclusive reason
of obtaining the Ljubljanska Banka bank books in order to require the bank to
honor its deposit commitments and allow the Company to obtain the needed initial
capital for the purchase of tourism based assets. The Company was formed on
March 14, 2000, and has not conducted any operations of any kind, has no
revenues, and no potential sources on income for the foreseeable future. No
taxes, wages, expenses or other expenditures of any kind have been made by the
Company to date.
The Company Holds No Assets: The Company has no significant assets of any
type with the exception of the initial operating bank account at California
Federal Bank in Sherman Oaks, California. The California Federal Bank account
only contains the proceeds of the initial shareholder's, director's and
officer's purchase of non-registered, privately-offered shares at the par value
of the common stock. Accordingly, the bank account presently holds
approximately $5,000.00.
No Contracts in Hand and No Assurance from Ljubljanska Banka Re: Honoring
of Deposit Book Obligations: No discussions have been held, nor have any
contracts been executed with Ljubljanska Banka or Novi Ljubljanska Banka with
respect to the possible acceptance and honoring of the bank deposit books that
will be exchanged for preferred shares in the Company. There are no assurances
or guarantees that the possession of the bank books, even in a large
aggregation, will lead to obtaining or securing tangible, liquid assets for the
purchase of tourism properties. There is always a possibility that Ljubljanska
Banka or Novi Ljubljanska Banka will cease operations or otherwise fail to honor
the obligations of the bank books sought through this offering.
Dependence on Management. The Company is dependent upon the services of
Bozidar Vukasovic, President and a Director of the Company, upon Moshe Leichner,
Chairman, Treasurer, Vice-President of U.S. Operations, and a Director of the
Company, upon Michael A. Cardenas, Esq., the Secretary and a Director of the
Company, upon Shabtay Israel, the Vice-President of Croatian Operations and a
Director, and upon Zvi Leichner, a Director of the Company. The officers of the
Company have principal responsibility for the management of the Company and for
recommendations to the Board, which exercises final authority over business
decisions. Consequently, the loss of the services of such officers and
directors would be detrimental to the Company. The Company has no key person
life insurance on any office or director.
Political Uncertainty. While the current political regime in the Republic
of Croatia was placed in power after free, democratic elections, there has been
as considerable history of unstable political policies and institutions in the
country. While the Republic of Croatia has made significant improvements in an
expanding capitalist environment, there are significant obstacles to its further
expansion given its proximity in time to very recent communist and transition
governments. Croatia is presently eligible for associate membership in the
European Union as well as the World Trade Organization. While western nations
have made significant investments in the country, the possibility of political
instability still remains a substantial risk factor.
Lack of Experience of the Management Team: While the management team as a
whole has significant and extensive management, finance, legal, and corporate
governance experience, none of the members of the team have specific experience
with the acquisition of bank account books or tourism properties.
Regional Political and Economic Uncertainty: The entire Balkan region has
been one torn by political and economic strife for centuries. In the near
recent history, the region was under the governing control of pro-communist
regimes as the former Yugoslavia and portions of the region have been involved
in civil war and substantial civil strife. Presently, there is substantial
unrest in neighboring Serbia, Montenegro, and the Yugoslavia Federation which
could potential cause risk factors to increase in the Republic of Croatia. Some
of the increased risk factors include political and economic instability,
possible war and civil uprisings, military interventions, supply interruptions,
and refugee relocations.
Dilution By Management: The Company is authorized to issue additional
preferred stock other than that offered herein. The preferred stock may be
issued in series from time to time with such designations, rights, preferences,
and limitations as the board of directors of the Company may determine by
resolution. The Company has shares of common stock outstanding which is
presently 100% owned by the officers and directors of the Company. Any
transaction of any nature which requires shareholder approval can be acted upon
at this time solely by the management of the Company and the board of directors
has the authority to issue additional preferred shares without shareholder
approval. Additionally, there are an additional 50,000,000 authorized but not
issued shares of common stock in the Company which may be sold privately or
publicly upon the vote of the present management. The securities offered herein
are non-voting shares until they are converted to common stock at the rate of 10
shares of preferred Series A to 1 share of common stock which occurs 5 years
from the close of this offer. Accordingly, the securities herein do not provide
the subscriber with any vote regarding management for a period of five years at
which time there may be a significant dilution of the common stock through the
sale of common stock or the conversion of other series of preferred stock on
different terms as those in this Memorandum.
RISK FACTORS INVOLVING THIS OFFERING
Arbitrary Determination of Offering Price. The offering price for the
shares, and the amount of preferred stock offered hereby, was determined by the
Company by taking into account the ease of conversion of foreign currency
deposit books and the need for ease in exchanging shares for bank books, and the
Company's business plan. The purchase price of the shares does not necessarily
reflect any recognized criteria of value, and should not be considered to
indicate that the shares or underlying common stock could be sold at any time
for an amount equal to the amount invested by a prospective investor.
Restriction Upon Transfer of the Shares. The shares of preferred stock
purchased in this offering are restricted shares which will not be transferable
for a period of one year.
SEC Registration Required for Contained OTCBB Listing. The Company's stock
is not presently listed in the Over-the-Counter Bulletin Board market, an
electronic quotation medium for securities traded outside of the Nasdaq stock
market. However, management will be taking all steps necessary to meet the
requirements necessary to list the stock at the earliest possible time. As
such, there is no immediate ability of the investor to determine the value of
his or her stock until such time that all reporting requirements have been met
and the information will be publicly available to the shareholders. Until such
time, if ever, as such coverage and market interest develops, the market for the
preferred Series A stock may well remain limited in its capacity to absorb
significant amounts of trading volumes.
Continuing Control by Present Shareholders. Upon the completion of sale of
this offering, the Company's present shareholders will own 100% of the
outstanding shares of common stock (including shares of common stock issuable on
conversion of outstanding shares of preferred stock). Of the 100% of the common
stock owned by the present shareholders, 100% is owned by the officers and
directors, or their family members. Therefore, the present shareholders will
be able to elect a majority of the board of directors and, therefore, control
the business and affairs of the Company including all significant corporate
actions.
Indemnification of Management. The Articles of Incorporation of the
Company provide that the management will not be liable to the Company or to any
shareholder for, and will be indemnified and held harmless by the Company in
respect of any act or failure to act, unless such act or failure to act is
attributable to gross negligence or willful misconduct, or unless otherwise
specified in the Nevada statutes. The Articles also eliminate the personal
liability of the directors to the Company and its shareholders for monetary
damages for breach of fiduciary duty. The existence of such provisions grants
to the shareholders more limited causes of action than they might otherwise have
if these provisions were not part of the Articles.
Immediate and Substantial Dilution. The present shareholders of the
Company acquired their common stock at an average cost per share of common stock
which is substantially less than $2.00 per share price in this offering.
Purchasers in this offering will suffer immediate and substantial dilution in
the net tangible book value of their shares.
THE COMPANY
CORPORATE HISTORY
Futura CC, Inc. (the "Company"), is a Nevada corporation formed on March
14, 2000, and it is authorized to do business in the State of California where
its corporate headquarters is located. The Company headquarters is located at
15315 Magnolia Boulevard, Suite 410, Sherman Oaks, California 91436, telephone
(818) 382-1366, facsimile (818) 382-2212. The Company also maintains a regional
office in Croatia located at Vila Slatina - Futura House, Marshala Tita 202,
51410 Opatija, Republic of Croatia.
The Company was formed for the purpose of investment in tourism
opportunities in Croatia and this offering of securities is made to obtain an
initial infusion of capital through the exchange of presently non-productive
bank books in the hands of the Croatian public. Thereafter, the Company intends
to purchase various tourism-based assets such as hotels, casinos, and
recreational facilities.
The Company has no operating history and was formed only recently to pursue
the tourism opportunities in the Republic of Croatia.
MANAGEMENT
Name Age Position Director Since
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Bozidar Vukasovic 59 President; Director 2000
Michael A. Cardenas, Esq. 41 Secretary; Director 2000
Moshe Leichner 53 Chairman; Treasurer; 2000
Director; Vice-President
U.S. Operations
Shabtay Israel 48 Vice-President Croatian 2000
Operations; Director
Zvi Leichner 30 Director 2000
BOZIDAR VUKASOVIC is an international business consultant with formal
training from the University of Zagreb as well as the Wharton School of
Business. Mr. Vukasovic has spearheaded the fight against Ljubljanska Banka to
retrieve the hard currency deposits that the bank refuses to pay to citizens
outside of Slovenia.
MICHAEL A. CARDENAS, ESQ. is an experienced California attorney engaged in
numerous business ventures as General Counsel and corporate attorney. He
has been engaged to act as General Counsel for all of Futura's legal affairs as
well as a member of the board of directors and Secretary of the corporation.
MOSHE LEICHNER is Mr. Leichner is a long standing business professional in
the Southern California region who has extensive experience in senior management
of multi-million dollar corporations including constructions companies,
financial services firms, and real estate development ventures.
SHABTAY ISRAEL is a real estate and marketing professional with consulting
positions globally. Mr. Israel also has extensive experience as and owner,
operator and manager of high fashion clothing imports in Europe, the Far East
and South America.
ZVI LEICHNER is the current president and chief executive officer of a
federally regulated foreign exchange clearing house which is headquartered in
Southern California. Mr. Leichner is also an accomplished foreign currency
trader actively engaged in managing accounts for over eight years.
SIGNIFICANT EMPLOYEES
There are no significant employees at the present time with the
exception of the officers and directors who are presently serving without
compensation at this time.
EMPLOYMENT AGREEMENTS
There are no employment agreements with any person at this time.
COMPENSATION OF DIRECTORS
The Directors presently serve with no compensation at this time however a
nominal fee as well as expenses will be offered if cash flow will allow.
EXECUTIVE COMPENSATION
The officers of the Company presently receive no compensation, however
reasonable compensation packages will be offered should the Company have
adequate resources in order to retain the management team.
DESCRIPTION OF SECURITIES TO BE REGISTERED
The securities offered herein consist of 100,000,000 Series A Preferred
Shares at $1.00 per share which will be sold to the Croatian general public in
exchange for 80% of the value of their Ljubljanska Banka hard currency deposits
set forth in the purchaser's bank books. The value of the hard currency deposits
in the bank books will be calculated based on the prevailing rate of exchange
for the foreign currency as reported by Reuters on the record date of transfer
of the shares to the Company. The Series A Preferred Shares pay an annual
dividend of 1% per annum, first dividend due 90 days after the record date of
sale, are convertible to common stock at the rate of 10 preferred shares to 1
share of common stock after five years, and are restricted from sale for a
period of one year after the record date of sale.
The total authorized common shares in the Company is 100,000,000 (One
Hundred Million) of which 50%, or 50,000,000 (Fifty Million) have been issued to
the Officers and Directors, or their family members who will continue to
maintain effective control of management after the sale of the Series A
Preferred shares. The par value of the common stock is $.0001 and such amount
has been tendered by the initial shareholders in exchange for their shares and
such amounts tendered make up the total capitalization of the Company to date.
The common shares issued to the initial shareholders was done pursuant to
Regulation D exemption and thus bear Rule 144 restrictions on their transfer.
The Company is also authorized to issue 100,000,000 (One Hundred Million)
Series B Preferred shares and 100,000,000 (One Hundred Million) Series C
Preferred shares which all remain unissued and are not the subject of the
offering herein.
There are no other classes of stock authorized or issued as of the date of
this Memorandum and there are no outstanding or existing warrants, options,
incentive stock plans, or any other class of security.
USE OF PROCEEDS
The net proceeds from the sale of the securities herein will only be the
assignment of bank books evidencing hard currency deposits with Ljubljanska
Banka. Such bank books may or may not be able to be converted into liquid
assets, cash or other usable asset. In the event the Company is successful in
forcing Ljubljanska Banka to honor its deposit obligations, the resulting cash
will be used to acquire tourism based properties such as hotels, casinos and
marinas in the Republic of Croatia which will be operated to maximize the book
value and revenues of the Company. Any additional amounts left over after
acquisitions will be used for working capital including salaries.
DILUTION
As of August 31, 2000, the net tangible book value of the Company was
$5,000.00 or $0.0001 per share of common stock. "Net Tangible Book Value Per
Share" represents the total amount of the Company's tangible assets, less the
total amount of its liabilities, divided by the total number of shares of common
stock outstanding.
The Company is authorized to issue additional preferred stock other than
that offered herein. The preferred stock may be issued in series from time to
time with such designations, rights, preferences, and limitations as the board
of directors of the Company may determine by resolution. The Company has shares
of common stock outstanding which is presently 100% owned by the officers and
directors of the Company. Any transaction of any nature which requires
shareholder approval can be acted upon at this time solely by the management of
the Company and the board of directors has the authority to issue additional
preferred shares without shareholder approval. Additionally, there are an
additional 50,000,000 authorized but not issued shares of common stock in the
Company which may be sold privately or publicly upon the vote of the present
management. The securities offered herein are non-voting shares until they are
converted to common stock at the rate of 10 shares of preferred Series A to 1
share of common stock which occurs 5 years from the close of this offer.
Accordingly, the securities herein do not provide the subscriber with any vote
regarding management for a period of five years at which time there may be a
significant dilution of the common stock through the sale of common stock or the
conversion of other series of preferred stock on different terms as those in
this Memorandum.
SECURITIES OWNERSHIP OF CERTAIN OWNERS AND MANAGEMENT
The following table sets forth certain information about beneficial
ownership of the Company's common stock as of August 31, 2000 by each person or
group who is known to own more than 5% of the Company's common stock, by each
officer and director, and by the officers and directors as a group. Except as
otherwise noted, the beneficial owners have sole voting and dispositive power
with respect to their shares:
Name and Address Amount of Shares Percent of Class
- ------------------------------ ---------------- -----------------
Midland Euro Exchange, Inc. 11,500,000 23%
770 West Collins Drive
Casper, WY 82601-2300
Michael A. Cardenas, Esq. 1,500,000 3%
16400 Ventura Blvd., Suite 301
Encino, CA 91436
Bozidar Vukasovic 12,500,000 25%
Marshala Tital 202
51410 Opatija, Croatia
Rachel Weiner 11,000,000 22%
11923 Albers Street
N. Hollywood, CA 91607
Dalia Israel 11,000,000 22%
11560 Amigo Avenue
Northridge, CA 91326
Lucian Alter 2,500,000 5%
Burla 13, Apt. 21
Tel Aviv, Israel
CAPITALIZATION
The Company's authorized capital consists of 100,000,000 shares of $.0001
par value common stock, and 300,000,000 shares of $.0001 par value preferred
stock.
COMMON SHARES
As of August 31, 2000 there were 50,000,000 shares of fully paid and
non-assessable common stock outstanding, held by 6 shareholders of record.
Holders of the common stock are entitled to one vote per share on all
matters to be voted upon by the shareholders; cumulative voting is not permitted
in the election of directors.
Holders of common stock are entitled to receive such dividends as may be
declared from time to time by the board of directors out of funds legally
available therefore. The Company has not paid any dividends since its inception
and anticipates that all earnings, if any, will be utilized for development of
the business. It is not likely that dividends will be paid in the future. In
the event of liquidation, dissolution or winding up of the Company, the holders
of common stock are entitled to share ratably in all assets remaining after
payment of liabilities. Any shares of preferred stock which are outstanding
have prior right to payments upon liquidation.
PREFERRED STOCK
The Company is authorized to issue 300,000,000 shares of preferred stock. The
preferred stock has a preference over the common stock to the assets of the
Company in the event of liquidation or dissolution of the Company.
The Company has designated 100,000,000 shares of Series A 1% convertible
preferred stock, of which none are issued and outstanding. The Company is
required to pay the 1% dividend within 90 days of the close of this offering.
The holders of the Series A shares have no voting rights, but have the right to
convert ten shares of Series A stock into one share of common stock after five
years from the date of issuance of the Series A stock.
The Company has designated 100,000,000 shares of Series B convertible
preferred stock, of which no shares have been issued.
The Company has designated 100,000,000 shares of Series C convertible
preferred stock, of which no shares have been issued
TRANSFER AGENT
The corporation will act as its agent for the transfer of shares.
LITIGATION
There are no court or administrative proceedings pending or threatened
against the Company, its subsidiaries or its properties.
LEGAL MATTERS
The legality of the shares of preferred stock offered hereby will be passed
upon for the Company by the Law Offices of Michael A. Cardenas, Encino,
California. Mr. Cardenas is a member of the Board of Directors and owns 3% of
the outstanding common stock in the Company.
EXPERTS
The consolidated balance sheet of the Company as of February 28, 2001, and
the related consolidated statements of operations, shareholders' equity and cash
flow for the Company since inception, have been audited by Harold Y. Spector,
C.P.A., an independent public accountant, as indicated in his report with
respect thereto, and are included herein in reliance upon the authority of that
firm as experts.
Appendix A
Financial Statements
(888)584-5577 HAROLD Y. SPECTOR 90 SOUTH LAKE AVENUE
FAX (626)584-6447 Certified Public Accountant SUITE 723
hspectorcpa@earthlink.com PASADENA, CALIFORNIA 911
INDEPENDENT AUDITOR'S REPORT
----------------------------
To the Board of Directors and Stockholders
of Futura CC, Inc.
I have audited the accompanying balance sheet of Futura CC, Inc., (a Nevada
corporation in the development stage) as of February 28, 2001 and the related
statements of operations, stockholders' deficit, and cash flows for the period
from Inception March 14, 2000 to February 28, 2001. These financial statements
are the responsibility of the Company's management. My responsibility is to
express an opinion on these financial statements based on my audit.
I conducted this audit in accordance with generally accepted auditing standards.
Those standards require that I 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.
I believe that my audit provided a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Futura CC, Inc. as of February 28,
2001, and the results of its operations and its cash flows for the period from
Inception March 14, 2000 to February 28, 2001 in conformity with generally
accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As shown in the Note 9 to the
financial statements, the Company has incurred net losses since its inception,
and has a net worth deficit. Those conditions raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans in regard
to those matters also are described in Note 9. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
/s/ Harold Y. Spector
Pasadena, CA
May 22, 2001
FUTURA CC, INC.
(A Development Stage Company)
BALANCE SHEET
February 28, 2001
ASSETS
Current Assets
Cash $ 5,000
---------
Total Current Assets 5,000
---------
Fixed Assets 0
---------
Other Assets 0
---------
TOTAL ASSETS $ 5,000
=========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts Payable $ 7,500
---------
Total Current Liabilities 7,500
---------
Long-Term Liabilities
Officers' Loans 29,628
---------
Total Long-Term Liabilities 29,628
---------
Total Liabilities 37,128
---------
Stockholders' Deficit
Common Stock 5,000
Accumulated Deficit during the development stage (37,128)
---------
Total Stockholders' Deficit (32,128)
---------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 5,000
=========
The accompanying notes are an integral part of these financial 2
statements
FUTUPA CC, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
For the Period from Inception March 14, 2000 to February 28, 2001
REVENUE $ 0
COST AND OPERATING EXPENSES 37, 128
------------
NET LOSS BEFORE INCOME TAXES (37, 128)
PROVISION FOR INCOME TAXES 0
------------
NET LOSS $ (37,128)
============
NET LOSS PER SHARE - BASIC AND DILUTED $ (0.00)
============
WEIGHTED AVERAGE SHARES OUTSTANDING 50,000,000
============
The accompanying notes are an integral part of these financial 3
statements
FUTUPA CC, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' DEFICIT
For the Period from Inception March 14, 2000 to February 28, 2001
Common Stock Accumulated
Balance at Inception Shares Amount Deficit Total
--------------------------------------------
March 14, 2000 0 $ 0 $ 0 $ 0
Issued Stock for Cash 50,000,000 5,000 5,000
Net Loss during the period (37,128) (37,128)
--------------------------------------------
Balance at February 28, 2001 50,000,000 $ 5,000 $(37,128) $(32,128)
============================================
The accompanying notes are an integral part of these financial 4
statements
FUTURA CC, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the Period from Inception March 14, 2000 to February 28, 2001
CASH FLOW FROM OPERATING ACTIVITIES:
Net Loss $(37,128)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Increase in Accounts Payable 7,500
---------
Net cash used by operating activities (29,628)
---------
CASH FLOW FROM INVESTING ACTIVITIES 0
---------
CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from Officers' Loan 29,628
Proceeds from issuing of common stock 5,000
---------
Net cash provided from financing activities 34,628
---------
NET INCREASE IN CASH 5,000
CASH BALANCE AT MARCH 14, 2000 (INCEPTION) 0
---------
CASH BALANCE AT FEBRUARY 28, 2001 $ 5,000
=========
SUPPLEMENTAL DISCLOSURE:
Interest Paid $ 0
=========
Taxes Paid $ 0
=========
The accompanying notes are an integral part of these financial 5
statements
FUTURA CC, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - GENERAL
Futura CC, Inc., (the "Company") was incorporated under the laws of the state of
Nevada on March 14, 2000. On February 27, 2001, the Company filed and was
authorized to do any legal business activity in the state of California where
the corporate headquarters is located. The Company also maintains a regional
office in Croatia.
The Company was formed for the purpose of investment in tourism opportunities in
the Republic of Croatia. The Company intends to purchase various tourism-based
assets such as hotels, casinos, and recreational facilities.
The Company's activities to date have been limited to organization and capital
formation. The Company has not commenced planned operations since inception. The
Company is considered a development stage company as defined under Financial
Accounting Standards Board ("FASB") Statement No. 7.
NOTE 2 - SUMMARY of SIGNIFICANT ACCOUNTING POLICIES
Use of Estimate
In preparing financial statements in conformity with GAAP, management is
required to make estimates and assumptions that affect the reported amounts of
assets and liabilities and the disclosure of contingent assets and liabilities
at the date of the financial statements and revenues and expenses during the
reporting period. Actual results could differ from these estimates.
Revenue Recognition
The Company did not conduct any business operations since inception, and
consequently, has not generated any operating revenue. Revenue will be
recognized when the operations commenced.
Cash and Cash Equivalents
For purposes of the statements of cash flows, the Company considers all highly
liquid investments with a maturity of three months or less to be cash
equivalents.
Fixed Assets
As of February 28, 2001, the Company does not maintain or control any fixed
assets.
Income Taxes
The Company accounts income taxes in accordance with Financial Accounting
standards Board Statement No. 109.
6
FUTURA CC, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 2 - SUMMARY of SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent Accounting Pronouncement
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities", as amended by SFAS No. 138, which was
issued in June 2000. SFAS No. 133 establishes accounting and reporting standards
for derivative instruments. The Company currently does not use derivative
financial products for hedging or speculative purposes and as a result, does not
anticipate any impact on the Company's financial statements.
NOTE 3 - ACCOUNTS PAYABLE
As of February 28, 2001, accounts payable included an audit fee of $7,500.
NOTE 4 - OFFICERS' LOAN
As of February 28, 2001, there was a balance due to an officer of $29,628. The
balance was incurred from administrative expenses paid by the officer on behalf
of the Company. The loan is unsecured and bears no interest.
NOTE 5 - PROVISION FOR INCOME TAXES
No provision for income taxes was provided in the accompanying statement of
operations. Due to net operating losses and the uncertainty of realization, no
tax benefit has been recognized for operating losses.
NOTE 6 - NET LOSS PER SHARE
Net loss per share is computed based on the weighted average number of shares of
common stock outstanding during the period. Basic net loss per share for the
period from Inception March 14, 2000 to February 28, 2001 is $0.00. Diluted net
loss per share is the same as basic net loss per share due to the lack of
dilutive items in the Company.
NOTE 7 - STOCKHOLDERS' EQUITY
The stockholders' equity section of the Company contains the following classes
of capital stock at February 28, 2001:
Series A Preferred Stock, nonvoting, $0.0001 par value; authorized
100,000,000 shares; no issued and outstanding shares.
Series B Preferred Stock, nonvoting, $0.0001 par value; authorized
100,000,000 shares; no issued and outstanding shares.
Series C Preferred Stock, nonvoting, $0.0001 par value; authorized
100,000,000 shares; no issued and outstanding shares.
Common stock, $0.0001 par value; authorized 100,000,000 shares; issued and
outstanding 50,000,000 shares.
7
FUTURA CC, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 7 - STOCKHOLDERS' EQUITY (Continued)
The holders of preferred stock have a preference over the common stock to the
assets of the Company in the event of liquidation or dissolution of the Company.
The Series A Preferred Stock pay an annual dividend of 1% per annum, first
dividend due 90 days after the record date of sale (See Note 8), are convertible
to common stock at the rate of ten(10) preferred shares to one(1) share of
common stock after five years, and are restricted from sale for a period of one
year and one day after the record date of sale.
NOTE 8 - PREFERRED STOCK OFFERING
On August 30, 2000, the Company conducted a self-written offering of 100,000,000
Series A Preferred Shares at $1.00 per share which will be sold to the Croatian
general public in exchange for 80% of the value of their Ljubljanska Banka hard
currency deposits set forth in the purchaser's bank books. The value of the hard
currency deposits in the bank books will be calculated based on the prevailing
rate of exchange for the foreign currency as reported by Reuters on the record
date of transfer of the shares to the Company.
As of February 28, 2001, the Company did not sell any shares.
NOTE 9 - GOING CONCERN
The accompanying financial statements are presented on the basis that the
Company will continue as a going concern. Going concern contemplates the
realization of assets and the satisfaction of liabilities in the normal course
of business over a reasonable length of time. As shown in the accompanying
financial statements, the Company has incurred net losses of $37,128 since
inception, and as of February 28, 2001, the Company has a net worth deficit of
$32,128. Furthermore, the Company has not conducted any operations of any kind,
has no revenues, and no potential sources on income for the foreseeable future
to cover its operation costs.
As discussed in Note 8 to the financial statements, the Company is planning to
conduct a private placement offering of 100 million shares of Series A Preferred
Stock at $1 per share to exchange Ljubjanska Banka bank books in order to
request the bank to honor its deposit commitments and allow the Company to
obtain the needed initial capital for the purchase of tourism based assets. The
Company continued existence depends on the success of this offering and its
future operations. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
8
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
Item 24:
Nevada State law as well as the by laws of the corporation provides for the
indemnification of officers as well as directors.
Item 25:
Itemized Expenses of the Offering:
Printing and Engraving $ 3,000.00 (Estimated)
Accounting $ 5,000.00 (Estimated)
Travel & Entertainment $ 10,000.00 (Estimated)
No separate premiums have been or will be paid for the issuance of insurance or
indemnification of the officers and directors of the corporation.
Item 26:
Securities Sold Within Three Years:
(a) 50,000,000 shares of common stock were sold to the founders of the
corporation at the par value of $0.0001 per share.
(b) No underwriters were used for the previous sale of shares.
(c) 50,000,000 shares of common stock were sold to the founders of the
corporation at the par value of $0.0001 per share which resulted in the receipt
of $5,000.00 in cash for the corporation. There were no underwriting discounts
or commissions with respect to the sale of the shares.
(d) The previous sale of the common stock to the founders of the corporation
was exempt under Regulation D of the Securities Act.
(e) The previously sold shares were of common stock and did not consist of
securities convertible or exchangeable into equity, nor warrants or options
representing equity securities.
(f) No prior registration statement has been filed by the corporation and no
predecessor issuer exists and thus there are no existing periodic reports as
required by sections 13(a) or 15(d) of the Exchange Act.
Item 27:
Exhibits:
1. No exhibit attached as no underwriting agreement exists.
2. No exhibit attached as no plan of acquisition, reorganization,
arrangement, liquidation or succession exists.
3(i). Articles of Incorporation are attached hereto.
3(ii). By Laws are attached hereto.
4. No exhibit is attached as there are no exhibits defining the rights of
holders including indentures
5. No exhibit is attached as no opinion re: legality has been issued.
6. No exhibit required.
7. No exhibit required.
8. No exhibit is attached as no opinion re: tax matters has been rendered.
9. No exhibit is attached as there are no voting trust agreements,
10. No exhibit attached as there are no material contracts in existence.
11. No exhibit is attached as there are no earnings and therefore no
statement re: computation of per share earnings.
12. No exhibit required.
13. No exhibit is attached as no annual or quarterly reports exist.
14. No exhibit required.
15. No exhibit is attached as there is no unaudited interim financial
information.
16. No exhibit is attached as there has been no change in certifying
accountant.
17. No exhibit is attached as there have been no director's resignations.
18. No exhibit is attached as there have been no changes in accounting
principles.
19. No exhibit is attached as there have been no reports issued to security
holders.
20. No exhibit is attached as there have been no other documents or
statements issued to security holders.
21. No exhibit is attached as there are no subsidiaries of the registrant.
22. No exhibit is attached as there are no published reports regarding
matters submitted to vote.
23. No exhibit is attached as there are consents of experts or counsel.
24. No exhibit is attached as there are no powers of attorney.
25. No exhibit is attached as there are no trustees nor statements of
eligibility for any trustee.
26. No exhibit is attached as there are no invitations for competitive bids.
27. No exhibit is attached as there are no financial data schedules.
28. No exhibit required.