As filed with the Securities and Exchange Commission on August 3, 2000
Registration No. _____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ZURICKIRCH CORP.
(Name of small business issuer in its charter)
Nevada 5961 87-0631750
(State or jurisdiction of (Primary Standard (I.R.S. Employer
incorporation or organization) Industrial Identification Number)
Classification
Code Number)
3945 So. Wasatch Blvd. #282
Holladay, Utah
84124
(801) 574-8000
(Address and telephone
number of principal executive
offices and principal
place of business)
-------------------------
John Chris Kirch, President,
Chief Executive Officer
ZURICKIRCH CORP.
3945 So. Wasatch Blvd. Suite #282
Holladay, Utah
84124
(801) 574-8000
(Name, address and
telephone number of agent for
service)
Copies to:
Amy L. Clayton, Esq.
6337 So. Highland Dr. Suite 220
Salt Lake City, Utah
84121
(801) 550-1018
Fax (801) 944-1268
----------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after this Registration Statement becomes effective.
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 for the same Offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same Offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same Offering. [ ]
If delivery of the Prospectus is expected to be made pursuant to Rule
434,check the following box. [ ]
CALCULATION OF REGISTRATION FEE
======================================================================================
Title of Proposed Proposed
Each Class of Maximum Maximum Amount of
Securities to Amount to be Offering Aggregate Registration
be Registered Registered Per Share(1) Offering Price(1) Fee
- ---------------------------- ------------ ------------ ---------------- ------------
Common Stock issued to
Founders 4,000,000 $.10
Common Stock Issued under
Offering Memorandum 895,000 $.10
Common Stock to be issued by
the Company pursuant to
this registration 1,000,000 $.10 $ 100,000
TOTALS: 5,895,000 $.10 $ 589,500 $26.40
(1) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.
THE COMPANY HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE COMPANY 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.
THE INFORMATION IN THIS REGISTRATION STATEMENT IS NOT COMPLETE AND MAY
BE CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
REGISTRATION STATEMENT IS NOT AN OFFER TO SELL SECURITIES AND IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR
SALE IS NOT PERMITTED.
THIS REGISTRATION STATEMENT COVERS BOTH A PRIMARY OFFERING OF SHARES OF
COMMON STOCK BY ZURICKIRCH CORP., A NEVADA CORPORATION, AND THE RE-OFFERING OF
THE COMMON STOCK BY CERTAIN SELLING SECURITY HOLDERS. THIS
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REGISTRATION STATEMENT IS BEING FILED IN ORDER TO REGISTER, ON BEHALF OF THE
SELLING SECURITY HOLDERS, A TOTAL OF 4,895,000 SHARES OF COMMON STOCK.
ZURICKIRCH CORP.
CROSS REFERENCE SHEET FOR PROSPECTUS UNDER FORM SB-2
FORM SB-2 ITEM NO. AND CAPTION CAPTION OR LOCATION IN PROSPECTUS
- ------------------------------- --------------------------------
1. Front of Registration Statement and Outside Outside Front Cover Page; Cross Reference
Front Cover of Prospectus Sheet; Outside Front Cover Page of
Prospectus
2. Inside Front and Outside Back Cover Pages of Inside front and Outside Back Cover Pages
Prospectus
3. Summary Information and Risk Factors Prospectus Summary; Risk Factors
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Price Cover Page; Risk Factors; Underwriting
6. Dilution Dilution
7. Selling Security Holders Selling Shareholders
8. Plan of Distribution Inside Front Cover Page; Underwriting
9. Legal Proceedings Business - Legal Proceedings
10. Directors, Executive Officers Promoters and Management
Control Person
11. Security Ownership of Certain Beneficial Principal Shareholders; Management
Owners and Management
12. Description of Securities Description of Securities
13. Interest of Named Experts and Counsel Legal Matters; Experts
14. Disclosure of Commission Position on Management - Limitation of Liability;
Indemnification for Securities Act Liabilities Underwriting; Management- Indemnification
of Officers and Directors
15. Organization within Last Five Years Business
16. Description of Business Business
17. Certain Relationships and Related Transactions Certain Relationships and Related
Transactions
18. Market for Common Equity and Related Risk Factors; Dividend Policy;
Shareholder Matters Securities; Shares Eligible for Future
Sale
19. Executive Compensation Management - Executive Compensation
20. Financial Statements Financial Statements
21. Changes in and Disagreements with Accountants Not Applicable
on Accounting and Financial Disclosure
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SUBJECT TO COMPLETION DATED August 1, 2000
PROSPECTUS
UP TO 5,895,000 SHARES
ZURICKIRCH CORP.
COMMON STOCK
This Prospectus covers the offer of 5,895,000 shares of common stock,
par value $0.001 per share ("Common Stock") (the "Shares") of ZuricKirch Corp.
(the "Company") in an initial public offering of which 1,000,000 Shares are
being offered by the Company and the balance of 4,895,000 Shares by the
following holders of the Company's Common Stock (collectively, the
"Offering"):
SELLING STOCKHOLDER SHARES OWNED PRIOR TO PERCENTAGE OF SHARES OF
REGISTRATION ZURICKIRCH CURRENTLY ISSUED
John Chris Kirch 3,000,000 61.00%
Jay W. Kirch 400,000 8.00%
Howard Abrams 200,000 4.00%
Gerald Curtis 140,000 3.00%
Matthew Foulger 60,000 1.50%
David Abrams 70,000 1.50%
Lance Musicant 50,000 1.00%
Ed Johnson 40,000 1.00%
Michael Simmons 40,000 1.00%
Offering Memorandum
Security Holders 895,000 18.00%
TOTAL 4,895,000 100.00%
THE SELLING SECURITY HOLDERS MAY, FROM TIME TO TIME, OFFER AND SELL
ALL OR A PORTION OF THE SECONDARY SHARES IN NEGOTIATED TRANSACTIONS OR IN
TRADING MARKETS FOR THE SECURITIES WHICH MAY DEVELOP. THERE IS CURRENTLY NO
TRADING MARKET IN THE SECURITIES AND THE SECURITIES DO NOT TRADE ON THE
NATIONAL SECURITIES EXCHANGE OR THE NASDAQ STOCK MARKET. THE SECONDARY SHARES
MAY BE SOLD DIRECTLY OR THROUGH BROKERS OR DEALERS IN A DISTRIBUTION BY ONE OR
MORE UNDERWRITERS ON A FIRM COMMITMENT OR BEST EFFORTS BASIS. TO THE EXTENT
REQUIRED, THE NAMES OF ANY AGENT OR BROKER DEALER AND APPLICABLE COMMISSIONS
OR DISCOUNTS AND ANY OTHER REQUIRED INFORMATION WITH RESPECT TO ANY PARTICULAR
OFFER WILL BE SET FORTH IN AN ACCOMPANYING PROSPECTUS SUPPLEMENT. SEE "PLAN OF
DISTRIBUTION." EACH OF THE SELLING SECURITY HOLDERS RESERVE THE RIGHT TO
ACCEPT OR REJECT, IN WHOLE OR IN PART, ANY PROPOSED PURCHASE OF THE SECONDARY
SHARES TO BE MADE DIRECTLY OR THROUGH AGENTS.
THE SELLING SECURITY HOLDERS AND ANY AGENTS OR BROKER DEALER THAT
PARTICIPATE WITH THE SELLING STOCK HOLDERS IN THE DISTRIBUTION OF THE
SECONDARY SHARES MAY BE DEEMED TO BE "UNDERWRITERS" WITHIN THE MEANING OF THE
SECURITIES ACT OF 1933, AS AMENDED ("THE ACT"), AND ANY COMMISSIONS RECEIVED
BY THEM, AND ANY PROFITS ON THE SALE OF THE SECONDARY SHARES MAY BE DEEMED TO
BE UNDERWRITING COMMISSIONS OR DISCOUNTS UNDER THE ACT. THERE WILL BE NO
PROCEEDS
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RECEIVED BY THE COMPANY FROM THE SALE OF ANY SECONDARY SHARES BY THE SELLING
SECURITY HOLDERS AND THE COMPANY HAS AGREED TO BILL THE EXPENSES OF THE
REGISTRATION OF THE SECONDARY SHARES, OTHER THAN THE COMMISSIONS AND DISCOUNTS
OF AGENTS, BROKER DEALERS AND TRANSFER TAXES, IF ANY.
For information on how to subscribe, call (801) 574-8000 and ask for John
Chris Kirch. Sale of our Common Stock will only be made in connection with
this Prospectus.
Shares Price to
Offered (1) Public Proceeds to Company
----------- ------ -------------------
ZuricKirch Corp. 1,000,000 $.10 $100,000
Selling Security
Holders. 4,895,000 $.10 $0
---------- ------
5,895,000 $589,500 $100,000
(1) We are offering these Shares directly on a "best efforts" basis
without an underwriter. Sales are intended to be made by the officers or
directors of the Company.
SEE "RISK FACTORS" ON PAGES 9 TO 16 FOR FACTORS THAT YOU SHOULD
CONSIDER BEFORE INVESTING IN THE SHARES OF OUR COMMON STOCK.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER
REGULATORY BODY HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON
THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
ADDITIONAL INFORMATION
We have filed with the Securities and Exchange Commission or "SEC", a
registration statement on Form SB-2 under the Securities Act of 1933, as
amended, ("the Securities Act"), for the shares of our Common Stock being
offered by this Prospectus. This Prospectus does not contain all of the
information set forth in the registration statement and the exhibits. For
further information about the Company and the Common Stock being offered,
refer to the registration statement and the exhibits thereto. Statements
contained in this Prospectus regarding the contents of any contract or any
other document to which reference is made are not necessarily complete, and,
in each instance where a copy of a contract or other document has been filed
as an exhibit to the registration statement, reference is made to the copy so
filed, each of those statements being qualified in all respects by that
reference. A copy of the registration statement and the exhibits may be
inspected without charge at the SEC's offices at Judiciary Plaza, 450 Fifth
Street, Washington, D.C. 20549, and copies of all or any part of the
registration statement may be obtained from the Public Reference Room of the
SEC, Washington, D.C. 20549 upon the payment of the fees prescribed by the
SEC. The public may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC- 0330. The SEC maintains a Web
site (http://www.sec.gov) that contains reports, proxy and information
statements and other information regarding registrants, such as this Company
that file electronically with the SEC. As a result of this Offering, we will
become subject to the information and reporting requirements of the Securities
Exchange Act of 1934, as amended, or the Exchange Act, and we will file
periodic reports, proxy statements and other information with the SEC. We
intend to furnish our stockholders with annual reports containing audited
financial statements and with quarterly reports for the first three quarters
of each year containing unaudited interim financial information.
6
No dealer, salesman or any other person has been authorized to give
any information which is not contained in this Prospectus or to make any
representation in connection with this Offering other than those which are
contained in the Prospectus, and if given or made, such information or
representation must not be relied upon as having been authorized by the
Company.
This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities which are offered hereby
to any person in any jurisdiction where such offer or solicitation would be
unlawful. Neither the delivery of this Prospectus nor any sale hereunder shall
under any circumstances create any implication that there has been no change
in the affairs of the Company or the facts which are herein set forth since
the date hereof.
TABLE OF CONTENTS
Prospectus Summary........................................................7
Summary of Financial Information..........................................9
Risk Factors..............................................................10
Forward-Looking Statements................................................16
Use of Proceeds...........................................................17
Dividend Policy...........................................................18
Capitalization and Stock Ownership........................................18
Principal Stockholders....................................................19
Dilution..................................................................21
Management's Discussion and Analysis of Financial Condition and
Results of Operations...................................................21
Business..................................................................23
Management................................................................27
Certain Transactions......................................................30
Description of Capital Stock .............................................31
Principal and Selling Shareholders........................................33
Shares Eligible for Future Sale..........................................33
Plan of Distribution......................................................34
Legal Matters.............................................................35
Experts...................................................................35
Additional Information....................................................35
Index to Financial Statements............................................F-1
PROSPECTUS SUMMARY
3,000,000 Shares of Common Stock - John Chris Kirch
500,000 Shares of Common Stock - Jay W. Kirch
1,395,000 Shares of Common Stock issued pursuant to an Offering Memorandum
1,000,000 Shares of Common Stock to be issued by the Company on a "Best
Efforts" Basis
This summary highlights information contained elsewhere in this
Prospectus. This summary does not contain all of the information that you
should consider before investing in our Common Stock. You should read the
entire Prospectus carefully, especially the risks of investing in our Common
Stock discussed under "Risk Factors."
This Prospectus covers the offer of 5,895,000 shares of Common Stock
(the "Shares") of the Company in an initial public offering of which 1,000,000
Shares are being offered by the Company and 4,895,000 Shares are being offered
by various Selling Security Holders (see
7
definition below). The Selling Security Holders acquired these Shares from the
Company in various transactions, all of which are believed to be exempt from
registration under the Securities Act of 1933, as amended.
THE COMPANY
ZuricKirch Corp. is a Nevada corporation originally formed on May
9,1997 under the name Weston Caribbean Corp. which became inactive in December
1998. The Company was Reinstated in the State of Nevada on March 1, 2000 and
the name was changed to ZuricKirch Acquisitions, Inc. Shortly thereafter the
name was changed again on April 17, 2000 to ZuricKirch Corp. ZuricKirch or the
"Company" is now engaged for the purpose of operations related to the health
and nutrition industry.
Our executive offices are located at 3945 South Wasatch Blvd. Suite
#282, Holladay, Utah 84109. The telephone number is (801) 574-8000 and the
facsimile number is (801) 272-1000. The registered and records office of the
Company is located at 3960 Howard Hughes Parkway, Fifth Floor, Las Vegas,
Nevada 89109. The executive offices are located within the office of our
president and, as such, there are no leases in place. Until such time as it
becomes necessary to hire staff, the Company does not intend to lease any
further space.
THE OFFERING
(a) 4,000,000 shares of Common Stock were issued to John Chris Kirch
("Original Security Holder") upon incorporation of the Company
("Original Shares"). In February 1998 1,000,000 of these share were
gifted to eight individuals as named above, leaving Mr. Kirch with
3,000,000 original founder's shares.
(b) 895,000 shares of Common Stock were issued to 44 security holders
("Offering Memorandum ('OM')Security Holders") pursuant to an offering
memorandum issued on June 1, 1997 and to a second offering memorandum
issued on May 1, 2000 ("OM Shares").
(c) 1,000,000 shares of Common Stock is to be issued by the Company to new
security holders ("New Security Holders") on a "best efforts" basis
once the shares are registered pursuant to this Prospectus ("New
Shares").
The securities issued to Original Security Holders, and the OM Security
Holders were issued pursuant to SEC Regulation D, Rule 504 by ZuricKirch. The
OM Security Holders and Original Security Holders are collectively referred to
herein as the "Selling Security holders." The Original Shares and OM Shares
are collectively referred to herein as the "Secondary Shares." (See "Plan of
Distribution" and "Selling Security Holders.")
There will be no proceeds received by the Company from the sale of any
Secondary Shares of the Selling Security Holders and the Company has agreed to
bill the expenses of the registration of the Secondary Shares to the Selling
Security Holders, other than the commissions and discounts of agents, broker
dealers and transfer taxes, if any. Of the proceeds received by the Company
from the sale of the New Shares, the Company intends to allocate the proceeds
as follows:
1) $45,000 to fund product manufacturing and supplies,
2) approximately $20,000 for working capital and other office equipment
purposes,
3) approximately $25,000 for multi-media marketing expenditures related
to product distribution, including web based advertisement, cross
data promotion and linking with retail distribution companies,
4) approximately $10,000 to pay all the costs associated with this
Prospectus and legal and accounting fees.
AN INVESTMENT IN THE SECURITIES OFFERED HEREBY IS SPECULATIVE IN NATURE
AND INVOLVES A HIGH DEGREE OF RISK. (SEE RISK FACTORS AT PAGE 9 OF THIS
PROSPECTUS).
8
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSIONS HAVE APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED THAT
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS
UNLAWFUL.
SUMMARY OF FINANCIAL INFORMATION
Since the Company was formed on May 9, 1997 and operations were
commenced through the Reinstated Company only after March 1, 2000, the
following data has been derived from the financial statements of ZuricKirch
Corp. and should be read in conjunction with those statements, which are
included in this Prospectus. All dollar amounts referred to in this Prospectus
are, unless otherwise stated, expressed in United States dollars.
Outstanding as Outstanding if all shares
Of May 31, 2000 offered for sale are
purchased by the New
Security Holders
Capital Authorized (audited) (unaudited)
Long Term Debt N/A NIL NIL
Common Stock 50,000,000 shares $ 16,039 $ 116,039
par value of $0.001 (4,895,000 shares) (5,895,000 shares)
RISK FACTORS
INVESTMENT IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK AND COULD
RESULT IN A LOSS OF YOUR ENTIRE INVESTMENT. SEE "RISK FACTORS" FOR A
DISCUSSION OF VARIOUS RISKS ASSOCIATED WITH AN INVESTMENT IN OUR COMMON STOCK.
SUMMARY CONSOLIDATED FINANCIAL OPERATING DATA
The summary information set forth below is derived from and should be
read in conjunction with the financial statements of the Company, including
the notes thereto, appearing elsewhere in this Prospectus.
Selected Statement of Operations Data:
PERIOD FROM MAY 9, 1997 TO
MAY 31, 2000
$
-------------------------
REVENUE $ -
EXPENSES $ 119,051
-------------
NET LOSS AND ENDING DEFICIT FOR THE PERIOD $ (119,051)
=============
9
CONSOLIDATED BALANCE SHEETS
May 31, 2000
MAY 31, 2000
$
------------
CURRENT ASSETS
Cash $ 16,039
------------
Total Current Assets $ 16,039
============
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable 1,800
------------
Total Current Liabilities 1,800
============
STOCKHOLDERS' EQUITY
Preferred Stock
10,000,000 authorized at $0.001 par value;
none outstanding -
Common Stock
50,000,000 authorized at $0.001 par value
4,795,000 issued and outstanding on May 31, 2000 4,795
Capital in excess of par value 128,495
Deficit accumulated during the development stage (119,051)
------------
Total Stockholder's Equity 14,239
------------
$ 16,039
============
See accompanying notes
RISK FACTORS
An investment in our Common Stock involves a high degree of risk. You
should consider carefully the following information about these risks before
buying shares of Common Stock. The risks described below are not the only ones
facing our Company. Additional risks may impair our business operations. If
any of the following risks occur, our business, results of operations or
financial condition could be adversely affected. In that case, the trading
price of our Common Stock could decline, and you may lose all or part of your
investment. You should also refer to the other information contained in this
Prospectus, including our financial statements and the notes to those
statements.
RISKS RELATED TO THE COMPANY'S BUSINESS
NO OPERATING HISTORY
10
ZuricKirch Corp. does not have an operating history that could
provide a basis on which to evaluate our future performance. ZuricKirch Corp.
has not yet begun operations. As a result, you will not be able to predict our
future financial condition based upon our past performance.
YOU MAY NOT HAVE A SIGNIFICANT IMPACT UPON CONTROLLING THE COMPANY'S AFFAIRS.
Mr. John Chris Kirch, our President and Chief Executive Officer, is
also a director of the Company, and owns directly and indirectly 61% of our
issued and outstanding Common Stock. Therefore, investors of common stock
under the prospectus are not likely to have significant impact upon
controlling the Company's affairs.
DEPENDENCE UPON NET PROCEEDS OF THIS OFFERING.
The Company has very limited resources and is dependent upon the net
proceeds of this Offering to implement its plan of operation. Although the
Company anticipates that the maximum net proceeds of this Offering will enable
it to fund its operation, there can be no assurance thereof. The proceeds from
this Offering may not be sufficient to finance the Company's business plans.
Included in such proceeds from this Offering will be $489,500.00 from the sale
of Shares by the Selling Security Holders, which will not benefit the Company.
See "Use Of Proceeds." If the Company's plans change, its assumptions prove to
be inaccurate, or if the capital resources available to the Company otherwise
prove to be insufficient to implement its plan of operation (as a result of
unanticipated expenses, problems, or otherwise), the Company
could be required to seek additional financing or may be required to limit its
business activities. There can be no assurance that the Company will be able
to obtain any additional financing or that if any financing is available to
the Company, it will be on terms and conditions favorable to the Company.
DEPENDENCE ON KEY PERSONNEL.
Although the Company has experienced officers and directors it will
be substantially dependent upon the services of a few key personnel that it
intends on employing. The ability to hire such employees is not assured, and
the loss of the services of any of these individuals so hired could have a
materially adverse effect on the business of the Company.
COMPETITION FOR EMPLOYEES.
The success of the health nutritional operations of the Company
depends on the availability of highly skilled employees with technical,
management, marketing, sales, product development and other specialized
training for which competition is intense, and there can be no assurance that
the Company will be successful in attracting and retaining such personnel.
There can also be no assurance that employees will not leave the Company or
compete against the Company. The Company's failure to attract additional
qualified employees or to retain the services of key personnel could
materially adversely affect the Company's business, operating results and
financial condition. See "Management."
POTENTIAL ADVERSE IMPACT OF ADDITIONAL STOCK.
The board of directors could, without shareholder approval, issue
Common Stock, Preferred stock, options, warrants or other securities,
including both debt and equity securities, with voting and other rights that
could adversely affect the voting rights of the holders of the Common Stock
and could have certain anti-takeover effects.
COMPETITION.
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The nutritional supplement industry is intensely competitive. Several
of these competitors are significantly larger and have substantially greater
financial, technical, personnel, marketing and other resources than the
Company and may have more established reputations for success in their
marketing abilities. The Company expects competition to persist, intensify and
increase in the future. Almost all of the Company's current and potential
competitors have longer operating histories, greater name recognition and
significantly greater financial, technical and marketing resources than the
Company. Such competition could materially adversely affect the Company's
business, operating results or financial condition.
PROPRIETARY PROTECTION.
While the Company currently has no proprietary properties, we hope to
have such in the future. The future success of the Company could depend, in
part, on producing proprietary products and in its ability to maintain trade
secret protection and operate without infringing the proprietary rights of
third parties. The Company will enter into confidentiality
agreements with their key employees and consultants, and generally will
control access to and distribution of their important and future proprietary
information. Despite these precautions, it may be possible for a third party
to copy or otherwise obtain and use such proprietary information without
authorization. In addition, effective copyright and trade secret protection
may be unavailable or limited in certain foreign countries and may be
unenforceable under the laws of certain jurisdictions. There can be no
assurance that the steps taken by the Company will prevent misappropriation of
its technology. In addition, litigation may be necessary in the future to
protect the Company's trade secrets. Such litigation could result in
substantial costs and diversion of resources and could have a materially
adverse effect on the Company's business, operating results or financial
condition.
FUTURE EARNINGS/DIVIDENDS.
The Company has no operating history and has no history of earnings.
There is no assurance that the Company will achieve profitability in the
future or that the Company will be able to generate sufficient cash from
operations, or be able to raise sufficient financing in order to fund its
operations. Operating results of the Company could be adversely affected by
general economic and other conditions affecting the timing of customer demand
and manufacturing. The Company has never paid dividends, nor does it intend to
pay any dividends for the foreseeable future.
FINANCING REQUIREMENTS.
The Company will require additional financing. The ability of the
Company to arrange such financing in the future will depend in part upon the
prevailing capital market conditions, as well as the business performance of
the Company. There can be no assurance that the Company will be successful in
its efforts to arrange additional financing on terms satisfactory to the
Company. If additional financing is raised by the issuance of shares from
treasury of the Company, control of the Company may change and shareholders
may suffer additional dilution. If adequate funds are not available, or are
not available on acceptable terms, the Company may not be able to take
advantage of opportunities to develop new products or to otherwise respond to
competitive pressures and remain in business.
GROWTH RELATED RISKS.
The Company may be subject to growth-related risks, including
capacity constraints and pressure on their internal systems and controls. The
Company's ability to manage its growth effectively will require it to continue
to implement and improve its operational and financial systems and to expand,
train, and manage its employee base. The inability of the
12
Company to deal with this growth could have a material adverse impact on its
business, operations and prospects.
THE COMPANY MAY ENGAGE IN TRANSACTIONS IN FOREIGN CURRENCY WHICH ARE SUBJECT
TO EXCHANGE RATE FLUCTUATIONS.
The Company plans in the future to conduct some transactions in
foreign currency, primarily the Canadian dollar. Fluctuations in the exchange
rates between the United States dollar and Foreign currency could have an
adverse effect upon our operating results in the future. The Company may seek
to limit its exposure to the risk of currency fluctuations by engaging in
foreign currency transactions which could expose the Company to substantial
risk of loss. The Company's management has limited experience in managing
international transactions and has not yet formulated a strategy to protect
ZuricKirch against currency fluctuations. There can be no assurance that
fluctuations in foreign currency exchange rates will not have a significant
adverse impact upon the future operating results.
THE SOURCE OF THE FACTUAL DATA IN THIS REGISTRATION STATEMENT WAS PROVIDED BY
MR. JOHN CHRIS KIRCH, PRESIDENT, AND CHAIRMAN OF THE BOARD OF DIRECTORS OF THE
COMPANY.
The information that is set forth in this registration statement was
obtained, in large part, from Mr. John Chris Kirch, our President, Chief
Executive Officer and a Director. 3,000,000 shares of our Common Stock owned
directly by Mr. John Chris Kirch will be registered as a result of this
registration, and he will benefit substantially from this registration of our
securities. This information necessarily incorporates significant assumptions
as well as factual matters and Mr. John Chris Kirch believes it to be
accurate, but that may not prove to be the case.
CONFLICTS OF INTEREST MAY EXIST WITH CERTAIN OFFICERS AND DIRECTORS OF THE
COMPANY
There are several potential conflicts of interest associated with our
officers and directors. These conflicts include, but are not limited to,
engaging in other businesses similar or dissimilar to ours, allocating their
time and services between the Company and the other entities with which they
are involved.
RISKS RELATED TO THE NUTRITIONAL INDUSTRY
MARKET UNCERTAINTY.
Market demand for the products and services of the Company is
substantially dependent upon keeping up with the constant evolution of better
performing products in the industry or lower prices from competitors. The
Company's future success will require the development and acceptance of new
and improved products, of which there can be no assurance that the Company
will be a successful competitor. The Nutritional industry may not prove to be
a viable commercial marketplace because of inadequate development of the
necessary infrastructure, such as reliable network backbones, or complementary
services, such as high tech systems and security procedures for financial
transactions. The viability of the Company or its viability for commerce may
prove uncertain due to delays in development and manufacturing, new standards
and protocols to handle increased levels of demand or due to increased
government regulation or taxation. If the nutritional industry does not
continue to grow, the Company's results may be negatively affected.
RAPID TECHNOLOGICAL CHANGE.
The health and nutritional industry generally is susceptible to
significant technological advances and the introduction of new products and
services utilizing new technologies. The health and nutritional industries are
characterized by rapid technological change, changes in use and customer
requirements and preferences, frequent new product and
13
service introductions, embodying new technologies and the emergence of new
industry standards and practices that could render the Company's technology
and systems obsolete. The Company's success will depend, in part, on its
ability to license leading technologies useful in its business to enhance its
existing services, develop new services and technology that address the
increasingly sophisticated and varied needs of its existing and prospective
customers and respond to technological advances in emerging industry standards
and practices on a cost effective and timely basis. The development of
Nutritional and other proprietary technologies entails significant technical,
financial and business risks. There can be no assurance that the Company will
successfully implement new technologies or adapt its operations, future
proprietary technology and transaction processing systems to customer
requirements or emerging industry standards. If the Company is unable, for
technical, legal, financial or other reasons, to adapt in a timely manner and
respond to changing market conditions or customer requirements, the Company's
business could be materially adversely affected.
GOVERNMENT AND OTHER REGULATION.
The health and nutritional industry is progressively changing, and
federal regulation relating to the industry is evolving. Currently, there are
many laws and regulations directly applicable to the industry regarding both
product safety and marketing. Due to the increasing popularity of herbal
dietary supplements, it is possible that laws and regulations may be enacted
with respect to nutritionals and dietary supplements, covering issues such as
user safety, pricing, taxation, labeling, content and quality of products and
services. New laws or regulations could reduce the rate of growth of the
industry, which could potentially have a material adverse effect of the
Company's business.
RISKS CONCERNING THE SECURITIES OF THE COMPANY
RISKS OF LOW-PRICED OR PENNY STOCKS.
The Common Stock of the Company is neither traded nor listed on
Nasdaq. As such it is subject to Rule 15g-9 under the 1934 Act. This Rule
adversely affects the ability of purchasers in this Offering to sell the
securities acquired hereby in the secondary market. Rule 15g-9 requires
additional disclosure, relating to the market for penny stocks, in connection
with trades in any stock defined as a penny stock. The Commission defines a
penny stock to be any equity security that has a market price of less than
$5.00 per share (exclusive of commissions), subject to certain exceptions.
Such exceptions include any equity security listed on Nasdaq and any equity
security issued by an issuer that has (i) net tangible assets of at least
$2,000,000, if such issuer has been in continuous operation for three years,
(ii) net tangible assets of at least $5,000,000, if such issuer has been in
continuous operation for less than three years, or (iii) average annual
revenue of at least $6,000,000, if such issuer has been in continuous
operation for less than three years. Unless an exemption is available, the
regulations require the delivery, prior to any transaction involving a penny
stock, of a disclosure schedule explaining the penny stock market and the
risks associated therewith.
In addition, trading in the Common Stock would be covered by Rules
15g-1 through 15g-6 under the 1934 Act for non-Nasdaq and non-exchange listed
securities. Under such rules, broker/dealers who recommend such securities to
persons other than established customers and accredited investors must make a
special written suitability determination for the purchaser and receive the
purchaser's written agreement to a transaction prior to sale. Securities also
are exempt from these rules if the market price is at least $5.00 per share.
The Company's securities are, as of the date of this Prospectus, not
trading on any exchange they are likely to be characterized in the future as a
penny stock, and therefore the market liquidity for the Company's securities
could be severely limited. In such an event,
14
the regulations on penny stocks could limit the ability of broker/dealers to
sell the Company's securities and thus the ability of purchasers of the
Company's securities to sell their securities in the secondary market.
RISKS RELATED TO THIS OFFERING
POSSIBLE VOLATILITY OF SHARE PRICE.
Announcements of quarterly variations in operating results, new
product development, technological innovations or new acquisitions,
investments or other developments, or events involving the Company or
competitors of the Company, as well as market conditions in the nutritional
supplement industry, may have a significant impact on the market price of the
Common Shares. The stock market has from time to time experienced extreme
price and volume fluctuations, which have often been unrelated to the
operating performance of particular companies.
YOU WILL EXPERIENCE IMMEDIATE DILUTION WITH RESPECT TO YOUR SHARES. WE MAY
NEED ADDITIONAL CAPITAL AND RAISING ADDITIONAL CAPITAL MAY DILUTE EXISTING
STOCKHOLDER'S SHARES.
Assuming the sale of all of the Shares of Common Stock being offered
in this Prospectus by the Company, of which there is no assurance, you will
incur immediate and substantial dilution of $0.08 per share in the net
tangible book value of your shares as a result of this Offering. See
"Dilution."
OUR STOCK HAS NOT BEEN PUBLICLY TRADED BEFORE THIS OFFERING AND OUR STOCK
PRICE MAY BE VOLATILE.
Our Common Stock has not been publicly traded, and an active trading
market may not develop or be sustained after this Offering. We have
arbitrarily determined the initial public offering price. The price at which
our Common Stock will trade after this Offering is likely to be highly
volatile and may fluctuate substantially due to factors such as:
* actual or anticipated fluctuations in our results of operations;
* changes in or failure by us to meet securities analysts'
expectations;
* announcements of technological innovations;
* introduction of new services by us or our competitors;
* developments with respect to intellectual property rights;
* conditions and trends in the health and nutrition industries;
* impact of additional acquisitions;
* the terms of any new financings which may be dilutive; and
* general market conditions.
In addition, the stock market has from time to time experienced
significant price and volume fluctuations that have affected the market prices
for the common stocks of companies. These broad market fluctuations may result
in a material decline in the market price of our Common Stock. In the past,
following periods of volatility in the market price of a particular company's
securities, securities class action litigation has often been brought against
that
15
company. We may become involved in this type of litigation in the future.
Litigation is often expensive and diverts management's attention and resources
which is needed to successfully run our business.
NO FIRM COMMITMENT TO PURCHASE SHARES.
There is no commitment to purchase all or any part of the Shares
being offered. The Shares are offered on a "best efforts" basis.
OUR ARTICLES OF INCORPORATION AND BYLAWS AND NEVADA LAW CONTAIN PROVISIONS
WHICH COULD DELAY OR PREVENT A CHANGE IN CONTROL AND COULD ALSO LIMIT THE
MARKET PRICE OF YOUR STOCK.
Our Articles of Incorporation and Bylaws contain provisions that
could delay or prevent a change in control. These provisions could limit the
price that investors might be willing to pay in the future for shares of our
Common Stock. Some of these provisions are:
* authorize the issuance of preferred stock which can be created and issued
by the board of directors without prior stockholder approval, commonly
referred to as "blank check" preferred stock, with rights senior to those
of Common Stock; and
* establish advance notice requirements for submitting nominations for
election to the board of directors and for proposing matters that can be
acted upon by stockholders at a meeting.
* In addition, certain provisions of Nevada law make it more difficult
for a third party to acquire us. Some of these provisions are:
* establish a supermajority stockholder voting requirement to approve an
acquisition by a third party of a controlling interest; and
* impose time restrictions or require additional approvals for an
acquisition of us by an interested stockholder.
These provisions could also limit the price that investors might be
willing to pay in the future for shares of our Common Stock. See "Description
of Capital Stock" for additional discussion of these provisions.
OUR STOCKHOLDERS MAY HAVE DIFFICULTY IN RECOVERING MONETARY DAMAGES FROM
DIRECTORS.
Our Articles of Incorporation contain a provision which may eliminate
personal liability of our directors for monetary damages to be paid by us for
some breaches of fiduciary duties. As a result of this provision, our
stockholders may be unable to recover monetary damages against our directors
for their actions that constitute breaches of fiduciary duties, negligence or
gross negligence in their capacity as directors. This provision in our
Articles of Incorporation may also reduce the likelihood of derivative
litigation against our directors and may discourage lawsuits against our
directors for breach of their duty of care even though some stockholder claims
might have been successful and benefited stockholders.
OUR RIGHT TO ISSUE PREFERRED STOCK MAY FACILITATE MANAGEMENT ENTRENCHMENT
Our Board of Directors is authorized to issue up to 50,000,000 shares
of Common Stock and to determine the rights, price, preferences, privileges,
and restrictions, including voting rights, of these shares without the
approval of our stockholders. Any issuance of preferred shares could be used
by our current management to delay, defer or prevent a change
16
in management, which may not be in the best interests of the holders of our
Common Stock. (See "Description of Capital Stock").
FORWARD-LOOKING STATEMENTS
Certain statements in this Prospectus discuss future expectations and
plans which are considered forward-looking statements as defined by section
27(a) of the Securities Act of 1933, section 21(e) of the Securities Exchange
Act of 1934, and as the term has been defined in the Private Securities
Litigation Reform Act of 1995. Sentences which incorporate words such as
"believes," "intends," "expects," "predicts," "may," "will," "should,"
"contemplates," "anticipates," or similar statements are based on our beliefs
and expectations using the most current information available to us. However,
these statements involve risks and uncertainties and are subject to change at
any time which can cause actual results to differ materially from the results
discussed in such statements. These forward-looking statements speak only as
of the date of this Prospectus. The Company expressly disclaims any obligation
or undertaking to release publicly any updates or revisions to any
forward-looking statement contained herein to reflect any change in the
Company's expectations with regard thereto or any change in events, conditions
or circumstances on which any statement is based.
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. FOR
INFORMATION REGARDING CERTAIN RISKS RELATING TO THE COMPANY, SEE THE SECTION
MARKED "RISK FACTORS".
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
DETERMINATION OF OFFERING PRICE
The price at which the securities are being offered for sale
hereunder has been arbitrarily determined by management. Prior to this
registration of our Common Stock, there has been no public market for any of
our securities and there can be no assurance that a market will develop. The
price of our Common Stock, when sold by our stockholders will be determined by
broker-dealers and market makers in negotiated transactions, or trades in the
open market where we intend to list our Common Stock. The following are some
of the factors which may be considered by broker-dealers, market makers and
investors in order to determine the price for our securities in the public
market:
(a) estimates of our business potential;
(b) prevailing market conditions in the United States economy and
the market in which we intend to compete; and
(c) an evaluation of other companies comparable to us and their
ability to effectively compete with our product.
USE OF PROCEEDS
ZURICHKIRCH will not be receiving any of the proceeds associated with
the sale of Shares by the Selling Security Holders but will receive the funds
from the sale of Shares to the New Security Holders.
We estimate that the maximum net proceeds to us from the sale of the
1,000,000 Shares of Common Stock offered by this Prospectus, will be
approximately $100,000. This estimate is based on an assumed initial public
offering price of $0.10 per share. Assuming that all 1,000,000 Shares being
offered by the Company are sold in this Offering, we intend to use the
proceeds from this Offering as follows:
1) $45,000 to fund product manufacturing and supplies,
2) approximately $20,000 for working capital and other office equipment
purposes,
3) approximately $25,000 for multi-media marketing expenditures related to
product distribution, including web based advertisement, cross data
promotion and linking with retail distribution companies, and
4) approximately $10,000 to pay all the costs associated with this Prospectus
and legal and accounting fees.
TABLE OF USE OF PROCEEDS
1) product manufacturing and supplies, $ 45,000 45%
2) working capital and other office equipment $ 20,000 20%
3) multi-media marketing expenditures $ 25,000 25%
4) costs associated with Legal and accounting fees. $ 10,000 10%
========= ====
total: $100,000 100%
ZURICHKIRCH intends on issuing a sufficient number of shares so as to
raise sufficient funds to be able to fund such projects, or acquire such
products and services, as may be identified as meeting the strategic
objectives of the Company. For the time being, this will involve raising the
funds required in order to manufacture products and pay the costs associated
with this offering. Thereafter, it will be necessary to raise additional
capital to properly market the Company's products before the Company becomes
self-sustaining.
In due course, we will attempt to list the Company's common shares on the NASD
OTC Bulletin Board. ZURICHKIRCH believes that there is greater access to
capital if the Company's shares are trading publicly; but there can be no
assurance this will happen.
DIVIDEND POLICY
No dividends have been paid on any shares of ZURICHKIRCH. The future
payment of dividends will be dependent upon the financial requirements of the
Company to fund further growth, the financial condition of the Company and
other factors that the Board of Directors of ZURICHKIRCH may consider. It is
not contemplated that the Company will declare any dividends in the immediate
or foreseeable future.
CAPITALIZATION AND STOCK OWNERSHIP
As of the date of this Prospectus, ZURICHKIRCH is authorized to issue
50,000,000 shares of Common Stock. There are 4,895,000 shares of Common Stock
issued and outstanding. The following table sets out the capitalization of
ZURICKIRCH as of May 31, 2000 (as per audited financial statements). This
table should be read in conjunction with "Management's Discussion and Analysis
of Financial Condition and Results of Operations" and the Consolidated
Financial Statements and notes thereto appearing elsewhere in this document.
Outstanding as of Outstanding if all shares
May 31, 2000 offered for sale are
purchased by the New
Security Holders
Capital Authorized (audited) (unaudited)
18
Long Term Debt N/A NIL NIL
Common Stock 50,000,000 $16,039 $116,039
shares par (4,895,000 shares) (5,895,000 shares)
value of
$0.001
Notes:
All of the Common Stock Shares issued and outstanding are fully paid and
non-assessable.
PRINCIPAL STOCKHOLDERS
The following table sets forth information with respect to the
beneficial ownership of the Company's Common Stock as of August 1, 2000, and
as adjusted to reflect the sale of the shares of Common Stock offered under
this Prospectus by: (1) each person who we know owns beneficially more than 5%
of our Common Stock, (2) each of our directors individually, (3) each of our
executive officers individually and (4) all of our executive officers and
directors as a group.
Unless otherwise indicated, to our knowledge, all persons listed
below have sole voting and investment power with respect to their shares of
Common Stock. See "Beneficial Ownership of Common Stock."
BENEFICIAL OWNERSHIP OF COMMON STOCK OF ZURICKIRCH CORP.
The following shares of Common Stock of ZURICKIRCH have been issued
and remain outstanding:
AGGREGATE
ISSUE
PROCEEDS/
NUMBER ISSUE PRICE EFFECTIVE CONSIDERATION
DATE OF SHARES PER SHARE PROCEEDS RECEIVED
John Chris Kirch May/97(1) 3,000,000(1) $.001 $4,000 Cash/services
Jay W. Kirch Feb/98(1) 400,000(1) $0 $0 JC Kirch Gifted
Howard Abrams 200,000(1) $0 $0 JC Kirch Gifted
Gerald Curtis 140,000(1) $0 $0 JC Kirch Gifted
Matthew Foulger 60,000(1) $0 $0 JC Kirch Gifted
David Abrams 70,000(1) $0 $0 JC Kirch Gifted
Lance Musicant 50,000(1) $0 $0 JC Kirch Gifted
Ed Johnson 40,000(1) $0 $0 JC Kirch Gifted
Michael Simmons 40,000(1) $0 $0 JC Kirch Gifted
OM Security Holders 895,000(2) $0.18/ave. $124,005 Cash
TOTAL 4,895,000
Notes:
(1) These shares were issued pursuant to the provisions of Regulation D on
May 9, 1997. The shares are restricted and are not freely transferable
until registration of the shares with the SEC.
(2) These shares were issued pursuant to the provisions of Regulation D on
June 30, 1997, and June 15, 2000 pursuant to registration and Prospectus
exemptions under an offering memorandum. At present the common shares
19
issued to the OM (Offering Memorandum)Security Holders are restricted
and are not freely transferable until the earlier of either one year
following purchase of the securities or registration of the securities
with the SEC.
The following individuals comprise the OM (Offering Memorandum) Security
Holders:
NAME ADDRESS NUMBER OF SHARES PURCHASED
Jay W. Kirch Salt Lake City, UT 84121 100,000 shares
Howard Abrams Salt Lake City, UT 84109 50,000 shares
Matthew Foulger Salt Lake City, UT 84103 10,000 shares
Stephanie Harnicher Salt Lake City, UT 84108 260,000 shares
Elaine Baer Salt Lake City, UT 84108 20,000 shares
David Abrams Highland, Utah 84043 20,000 shares
Richard Y. Merrell Salt Lake City, UT 84108 4,000 shares
John Shay Sylmar, CA 91342 2,000 shares
Andy MacDonald Mesa, AZ 85213 2,000 shares
Eric Linford Farmington, UT 84025 2,000 shares
Marlin Phil Safford, AZ 85546 1,000 shares
Charles L. Brown Mesa, AZ 85206 1,000 shares
Phyllis P. MacDonald Provo, UT 84604 1,000 shares
Daniel Thomas Duffy Mesa, AZ 85202 1,000 shares
David Harnicher Staten Island, NY 10312 1,000 shares
Elizabeth Cardiello Staten Island, NY 103129 1,000 shares
Peter Cardiello Staten Island, NY 10312 1,000 shares
John Harnicher Staten Island, NY 10312 1,000 shares
Louise Harnicher Staten Island, NY 10312 1,000 shares
Lois Statter Denver, CO 80224 1,000 shares
Debbie Leyer West Jordan, UT 84084 5,000 shares
Brian Curtis Salt Lake, UT 84005 50,000 shares
Seplin Beatong Salt Lake, UT 84103 5,000 shares
Arnetie Sewell Salt Lake, UT 84103 5,000 shares
20
Kevin Kirch West Jordan, UT 84084 50,000 shares
Mike Moss Taylorsville, UT 84123 10,000 shares
Christina Kirch Salt Lake, UT 84121 10,000 shares
Marvin Taylor Bountiful, UT 84010 50,000 shares
Neil Powell Syracuse, UT 50,000 shares
Dan Mylecraine Salt Lake, UT 84104 5,000 shares
Brenda Fetrow Salt Lake, UT 84104 5,000 shares
Casey Anderson Salt Lake, UT 84117 10,000 shares
Ken Barlow West Valley City, UT 84119 5,000 shares
Andrea Barlow West Valley City, UT 84119 5,000 shares
Jeff Pixton Salt Lake City, UT 84105 10,000 shares
Katherine Anne Mostert Salt Lake City, UT 84108 10,000 shares
Raymond Chavez Salt Lake City, UT 84121 10,000 shares
Tammy Chavez Salt Lake city, UT 84121 10,000 shares
Ethel Ashworth Salt Lake City, UT 84121 10,000 shares
Gerald Curtis Salt Lake City, UT 84121 100,000 shares
RELATIONSHIP OF SELLING SECURITY HOLDERS TO THE COMPANY
John Chris Kirch is the President and a Director of the Company. His
interests in the Company are set forth in the preceding sections entitled
"Beneficial Ownership of Common Stock." Jay W. Kirch is the Secretary and a
Director of the Company. His interests in the Company are also set forth in
the preceding sections entitled "Beneficial Ownership of Common Stock." John
Chris Kirch and Jay W. Kirch are brothers.
DILUTION
Since the shares being offered by the Company are being offered on a
"best efforts" basis with no minimum offering, there is no assurance that any
shares being offered by the Company will be purchased by any person. The first
New Security Holders purchasing such shares from the Company will suffer a
dilution of almost all of the value of their shares (i.e., 99.9% of the value
of their shares) and even if all of the shares being offered for sale by the
Company pursuant to this Prospectus are issued, the New Security Holders will
suffer an immediate dilution of $0.08 or 80% of the value of their shares.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the
financial statements and the notes to those statements that appear elsewhere
in this Prospectus. The following
21
discussion contains forward-looking statements that reflect our plans,
estimates and beliefs. Our actual results could differ from those discussed in
the forward-looking statements. Factors that could cause or contribute to any
differences include, but are not limited to, those discussed below and
elsewhere in this Prospectus, particularly in "Risk Factors."
OVERVIEW AND PLAN OF OPERATION
The Company was formed on May 9, 1997, is in the early stage of
development and has not as yet commenced operations, other than minimal
product research and development. The Company is engaged in the health and
nutrition business. The Company expects to create a demand for its products
through achieving satisfactory customer results and follow-up referrals, along
with multi-media advertising as funding will allow.
The Company currently does not have any meaningful revenues, and will
not generate any meaningful revenues until after the Company implements its
strategic plan and attracts and retains a significant number of customers. The
Company does not anticipate generating any revenue of significance until
several months following the consummation of this Offering, if at all. For the
period from May 9, 1997 to May 31, 2000 the Company incurred a cumulative net
loss of approximately $119,051. The Company anticipates that it will continue
to incur significant losses until, at the earliest, the Company generates
sufficient revenues to offset the substantial up-front expenditures and
operating costs associated with establishing, attracting and retaining a
significant business base. There can be no assurance that the Company will be
able to attract and retain a sufficient number of health and nutrition
customers to generate meaningful revenues or achieve profitable operations.
Depending upon the level of its business activity, the Company
anticipates that it will use a portion of the proceeds of this Offering to
hire employees over the next twelve months to market the Company's products
and services to potential customers and develop the infrastructure of the
Company.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary capital requirements have been to fund
its initial investment in product development. Additional capital will be
needed to complete the funding necessary to pay for manufacturing, as well as
to fund its working capital requirements, including legal and professional
expenses. To date, the Company has financed its capital requirements through
the issuance of equity securities in private placements.
As of May 31, 2000, the Company had working capital of $16,039.00.
Prior to May 31, 2000 the Company issued 895,000 shares of Common Stock to
various investors. The capital requirements relating to implementation of the
Company's business plan will be significant. During the twelve months
following the consummation of this Offering, the Company intends to commence
the funding of a multi-media marketing campaign to meet its future working
capital needs. Other than as described above, as of the date of this
Prospectus, the Company has no material commitments for capital expenditures.
The Company is dependent on the proceeds of this Offering or other
financing in order to fully implement its proposed plan of operation. Based on
currently proposed plans and assumptions relating to the implementation of its
business plans in the event the Company sells all of its shares offered in
this Offering, it will retain approximately $100,000.00, less costs associated
with this offering, which will be sufficient to satisfy its contemplated
working capital requirements for approximately one year following the
consummation of this Offering. In the event that the Company's plans change,
its assumptions change or prove to be inaccurate or if the proceeds of this
Offering prove to be insufficient to implement its business plans, the Company
would be required to seek additional financing sooner than currently
anticipated. There can be no assurance that the proceeds in this Offering will
22
be sufficient to permit the Company to implement its proposed business plan or
that any assumptions relating to the implementation of such plan will prove to
be accurate. To the extent that the proceeds of this Offering are not
sufficient to enable the Company to generate meaningful revenues or achieve
profitable operations, the inability to obtain additional financing will have
a materially adverse effect on the Company. There can be no assurance that any
such financing will be available to the Company on commercially reasonable
terms, or at all.
RECENT DEVELOPMENTS
Subsequent to May 31, 2000 no developments have occurred which have
had a significant impact on the operations and results of the Company.
INFLATION
The Company has not been materially affected by inflation in the
United States. While the Company does not anticipate inflation affecting the
Company's operations, increases in costs associated with labor and supplies
could impact the Company's ability to compete.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 1998, the FASB issued Statement No. 133, as amended,
"Accounting for Derivative Instruments and Hedging Activities." The Statement
establishes accounting and reporting standards requiring that all derivative
instruments (including certain derivative instruments embedded in other
contracts) be recorded in the balance sheet as either an asset or liability
measured at its fair value. This Statement is not applicable to the Company
At the present time. The Company does not engage in derivative activities.
BUSINESS
GENERAL
ZURICKIRCH CORP. (the "Company") is a Nevada Corporation organized for
the purpose of specializing in natural medicines and nutritional supplements.
The Company is conducting this offering to provide it with funding to further
develop and market its products. The Company's products were created as a
result of the belief by management that a substantial "niche" market exists in
the nutritional supplement industry, for unique and effective products.
Management believes its natural medicines and nutritional supplements offer a
better alternative to traditional nutritional supplements currently being
produced by providing specialized combinations of nutrients. The Company has
completed the development of its initial product line, and has established
relationships with suppliers of the various nutrients comprising the
ZURICKIRCH Health products. The Company has established a relationship with a
Utah nutritional manufacturer, which will provide the Company with packaging,
warehousing and distribution services.
Over the next several months, the Company will seek to establish a
distributor network with marketing firms involved in the nutritional
supplement industry throughout the country. The Company has also undertaken
efforts to market its products through the internet, various retail markets,
including health food stores, and direct sales through a toll-free number. To
date, the Company has not generated any significant revenue. There can be no
assurance the Company will be successful in any of these efforts. The Company
is a newly organized corporation, and has no history of operations.
PLAN OF OPERATIONS
The Company has established the development of its initial product line,
and plans to devote its efforts in the next twelve months, to establishing a
sales network, marketing and
23
promoting its products for the purpose of establishing the Company's products
in the marketplace, and maintaining, to the extent the Company's funds allow,
the production of its products to meet anticipated demand. As soon as
reasonably practicable following this offering, the Company plans to enter
into distributor arrangements with carefully selected brokers in the industry,
in different regions of the country. At the same time, the Company will
continue with efforts to directly market its products to other retail markets.
To the extent the Company's funds allow, the Company will develop and market
additional nutritional products, to meet different special health needs and
niche markets.
The Company has limited history of operations.
If the maximum offering is completed, the Company believes it will have
sufficient funding to satisfy the Company's cash requirements for the next
twelve (12) months. However, even the offering is sold, the Company may need
to seek additional debt or equity capital to meet its cash requirements,
unless net revenue from sales of products generates sufficient capital. There
can be absolutely no assurance that revenue from operations will provide the
Company with funds sufficient to meet the Company's cash requirements.
INDUSTRY AND MARKET OVERVIEW
The Company believes that more and more consumers appear to want safer,
natural alternatives to the traditional prescription medications and their
many unwanted side-effects. The Company and its management also believes that
because of the consumers' desire for safer, naturally effective alternatives,
it may be able to compete in this industry by offering unique, safe and
effective natural medicines and nutritional supplements within the framework
of specific health modalities and complete nutritional programs.
Although the Company has not conducted any formal market studies or
analyses of the nutritional supplement and the over-the-counter medicine
industry in undertaking its business, management believes a few trends are
apparent.
First, the type and range of nutritional supplements have expanded
considerably over the past several years as new research and new technologies
have created new methods of preparing natural medicines and nutritional
supplements. Consequently, management believes that alternatives to
traditional prescription medications and one-a-day type of vitamins have, in
large part, driven the industry's growth in recent years.
Secondly, the nutritional supplement industry, in general, has enjoyed
over twenty consecutive years of growth, notwithstanding a number of business
cycles during such period, and it appears that it will continue to grow. The
nutritional supplement industry does not appear to be impacted as
significantly by general economic conditions as many other industries, due to
their relatively modest cost and safety factors, the opportunity in the
industry to diversify in range and non-seasonality, and other factors.
Thirdly, natural medicines and nutritional supplements have both
pre-planned and impulse purchases, thereby creating numerous unique marketing
opportunities. Due to the factors described above, management believes that
the industry offers potential for both the large-scale producers, and the
smaller, niche market producers like the Company. The Company believes it has
an opportunity to address both seasonal and the traditional year around
markets, with an emphasis on the uniqueness of its products.
PRODUCTS
The Company has initially created natural herbal formulas and nutritional
supplements in the following categories:
1. Weight-loss and fat management.
24
2. Cardiovascular conditions.
3. Antioxidant protection.
4. Memory enhancement and senility prevention.
5. Prostate protection and BHP reversal.
6. Impotency reversal and sexual enhancement.
7. Detoxification procedures.
8. Daily nutritional requirements.
Additional products and programs, covering a variety of health needs, are
planned for future development, and will be introduced into the market as the
Company's financial situation and operating and marketing results dictate.
MARKETING
The company plans to market its unique line of natural herbal formulas and
nutritional supplements through the following distribution methods as finances
will allow:
A. Marketing through TV and radio advertising, especially on "leader"
products that have a wide appeal to virtually all age, income and
occupational groups.
B. Direct Response Marketing, including advertising through newspapers,
magazines, mail orders, etc.
C. Standard wholesale distribution channels, including a number of
established retail outlets throughout the United States. These primary
targets include:
* Major grocery store and drug store chains.
* Independent grocery and drug stores.
* Major health food and nutritional store chains.
* Independent health food and nutritional stores.
Secondary retail outlet targets include:
* Health/fitness centers, spas, diet centers, aerobic studios,
karate studios and other centers interested in physical
well-being.
* Beauty salons, beauty schools, make-up studios and other retail
outlets interested in outward appearances, but which also know
the beauty-enhancing value of good nutrition.
FUTURE MARKETING PLANS
The Company is exploring a number of additional marketing strategies,
which we will attempt to implement in the future as finances will allow.
Natural herbals and nutritional supplements are popular throughout the world,
and international markets offer considerable potential opportunity for future
sales. There is no assurance whatever that the Company will be successful in
entering into any of the markets described above. Due to the Company's
extremely limited resources, the Company will not be able to pursue many of
these markets simultaneously without substantial additional capital.
COMPETITION
The business in which the Company will compete is intensely competitive.
The Company will be competing with large companies in the industry, which have
established reputations, name recognition and market share, and the ability to
update and expand product lines. Most, if not all, of the companies with which
the Company will compete, have significantly greater
25
management, marketing, and creative and financial resources. Management
believes that the larger, established nutritional companies do not enjoy the
same advantage in the "niche" markets in the industry, due to their
traditional approach to the market.
EMPLOYEES
The Company presently has no employees, but uses its officers and
directors, and certain clerical staff on an "as needed" basis. As the
Company's business grows, the Company anticipates that it will need to employ
several salaried clerical staff, and sales personnel, who will be paid on a
commission basis.
COMPETITIVE ADVANTAGES
The Company believes that it may have several important competitive
advantages in the nutritional supplement industry, especially because all of
the Company's formulas will be not only of a superior "pharmaceutical-grade"
quality, but also they will be an integral part of complete health and
nutritional programs. This approach takes much of the guess-work away from the
consumer. Each of the Company's natural formulas and nutritional supplements
will be packaged within a specific health program intended to both compliment
and supplement each other. All other competitors simply sell random individual
products that may counteract the effectiveness of other individual products,
an approach which the Company hopes to avoid.
MANAGEMENT/PERSONNEL.
The Company believes that a key component of its success will be the
experience and dedication of its executive officers. The Company's executive
management has been involved in fitness and health promotion on a personal
basis for more than 20 years. Moreover, the Company principals have enjoyed a
long, close relationship as brothers and with others affiliated with the
natural medicine and nutritional supplement industries.
GEOGRAPHIC DIVERSIFICATION.
The Company seeks to distribute its natural herbals and nutritional
supplements throughout the world.
GROWTH STRATEGY
The Company intends to continue to pursue growth opportunities by
capitalizing upon the ever-increasing demand for effective natural herbals and
nutritional supplements throughout the world.
OPERATIONS
A. ORGANIZATION
ZURICKIRCH CORP. is based in Holladay, Utah, and ZuricKirch intends
to branch out from there. Utah is the ideal location for establishing a strong
customer base due to its demographically high interest in health and
well-being. Because many leaders in the field of nutritional technology are
situated in Utah, and since we expect the interest to continue to grow in the
nutritional supplements area, we believe we are well situated to be able to
take advantage of future innovations and trends that will take place in this
industry. Modest, well-located premises with the latest infrastructure
technologies will be secured for the operation.
B. PRINCIPAL
The principal of ZURICKIRCH has the requisite health and nutritional
experience gained in medical and pharmaceutical ventures dating back to 1994,
including management positions in marketing, business development, and
corporate finance.
John Chris Kirch, 43 years of age, Chief Executive Officer and
President of
26
ZURICKIRCH, has industry experience dating back to 1994 when he was a founding
member of ABT Global Pharmaceutical Corp. a.k.a. Pharmaprint, Inc., the
well-known original creator of Centrum Herbals. At inception, Mr. Kirch was
responsible for many functions as its Director of Planning (which included
steering, marketing, sales, business development, strategic partner
development and assisting in corporate finance and funding). See "Management."
INTELLECTUAL PROPERTY
ZURICKIRCH CORP. currently has no intellectual or proprietary
property.
ENVIRONMENTAL MATTERS
The Company believes it is in material compliance with all relevant
federal, state, and local environmental regulations and does not expect to
incur any significant costs to maintain compliance with such regulations in
the foreseeable future.
EMPLOYEES AND LABOR RELATIONS
Currently, the Company does not have any employees.
LEGAL PROCEEDINGS
From time to time, we may be involved in litigation relating to
claims arising out of our operations in the normal course of business. We are
currently not party to any material legal proceeding.
RESEARCH AND DEVELOPMENT
Other than the principals personal research and development of
product formulations the Company has not undertaken any research or
development initiatives as of this date. It will be necessary to retain and
employ additional individuals to assist in the development additional product
formulations in the future. The description of the use of proceeds is given
below.
PROPERTIES
Our executive offices are located at 3945 South Wasatch Blvd. Suite
#282, Holladay, Utah 84124. The telephone number is (801) 574-8000 and
facsimile number is (801) 272-1000. The registered and records office of the
Company is located at 3960 Howard Hughes Parkway, Fifth Floor, Las Vegas,
Nevada, 89109. The executive office is currently being given to the company at
no charge during this development stage by our President and as such there are
no leases in place. Until such time as it becomes necessary to hire staff, the
Company does not intend on leasing any further space.
GOVERNMENTAL MATTERS
Except for usual and customary business and tax licenses and permits,
and the licenses and permits described elsewhere herein, no governmental
approval is required for the principal products/services of Company, nor does
Company know of any existing or probable governmental regulations affecting
the Company's activities.
MANAGEMENT
EXECUTIVE OFFICERS AND DIRECTORS
27
The following are the names and addresses of the directors and
officers of ZURICKIRCH, their positions and offices with the Company and their
principal occupations during the last five years.
Name and
Municipality of Residence Office Held Principal Occupation
- ------------------------- ----------- --------------------
John Chris Kirch President; May 1997 to present -
Salt Lake City, Utah Chairman & CEO President & Director of
and Director ZURICKIRCH Corp.
January 1998 to July 2000 -
Chairman & Director of
Txon Int. Dev. Corp.
January 1997 to May 1998
Vice Chairman of Weston
Hotels and Properties, Inc.
April 1994 to December
1996 Director of Planning
for ABT Global
Pharmaceutical Corp.
a.k.a. Pharmaprint, Inc.
Jay W. Kirch Secretary; March 2000 to present
Secretary & Director of ZURICKIRCH
Director CORP. May 1987 to March
2000 has been in Commercial
Real Estate development
Providing construction
management services to
various corporations
throughout Western United
States.
The following is a brief, but more detailed, description of the background
of the key management and directors of ZURICKIRCH:
John Chris Kirch
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
The Company has two Directors and Officers (who are brothers)as
follows:
Name Age Positions/Offices Held
- ------ --- ----------------------
John Chris Kirch 43 Chairman, President, Director
Jay W. Kirch 41 Director, Secretary, Treasurer,
28
There are no agreements or understandings for any officer of director to
resign at the request of another person and the above-named officers and
directors are not acting on behalf of, nor will they act at the direction of
other person.
Set forth below are summaries of the business experience of the Directors
and Officers of the Company for at least the last five years:
John Chris Kirch, Chairman of the Board, President, and Director. Mr.
Kirch Age 43, was an original director and officer of the Company from its
inception in May of 1997, and serves again as an officer and director since
the Company's reinstatement in March 2000.
Prior to reinstatement of this company Mr. Kirch had been Chairman of
Txon International Development Corporation for the past two years since its
inception in January of 1998. This company specialized in providing building
and construction services to expanding corporations. Mr. Kirch's main role in
this Company was to facilitate the company's funding needs and promotional
requirements until his resignation in June 2000.
Beginning in January of 1997, Mr. Kirch spent time working on business
expansion plans with Weston Hotels and Properties, Inc., and Weston Caribbean
Corp. the original name of this Company until May of 1998 when due to lack of
funding Mr. Kirch ceased pursuing both Weston Hotels and properties, Inc. and
Weston Caribbean Corp. During this time there was also an overlapping period
from January 1998 to May 1998 when Mr. Kirch served as an Officer and Director
of both of the Weston Companies and Txon International Development
Corporation.
From April of 1994 to December of 1996 Mr. Kirch was a cofounder and
director of planning ABT Global Pharmaceutical Corporation. His specific role
in this start up and development stage company was to prepare its initial
business plan and arrange for start-up funding for the corporation through a
private placement offering.
Jay W. Kirch, Secretary/Treasurer of the Corporation. Mr. Kirch has been
a director since March 1, 2000.
Prior to becoming an officer and Director of this Company, Mr. Jay W.
Kirch has had multi-disciplined professional expertise which stems from his
own business as a managing engineer in the building, development, and
construction industry for over 13 years. Since 1987, as a contract manager, he
has facilitated the start-up marketing, accounting, financial reporting and
daily operation of an entrepreneurial business, which has provided project
development and management services through-out the Western United States.
Mr. Jay W. Kirch has provided management services for local and national
corporate clients, while developing interpersonal networks to expedite
contract demands. He has specialized in analyzing feasibility studies with
long-term investment planning for capital projects, as well as responsibility
for stewardship of schedules, budgets, and reporting. Mr. Kirch has served
many times as a key liaison for planned residential developments with
supporting infrastructure, and utilities management.
The term of office for each Director is one year, or until his successor
is elected and qualified at the Company's annual meeting of Shareholders,
subject to ratification by the Shareholders. The term of office for each
Officer is one year or until a successor is elected and qualified and is
subject to removal by the Board.
No Officer or Director of the Company has been the subject of any Order,
Judgment, or Decree of any court of competent jurisdiction, of any regulatory
agency enjoining him from acting as an investment advisor, underwriter,
broker, or dealer in the securities, or as an affiliated person, director, or
employee of an investment company, bank, savings and loan
29
association, or insurance company or from engaging in or continuing any
conduct or practice in connection with the purchase or sale of any securities
nor has any person been the subject of any order of a state authority barring
or suspending for more than sixty days, the right of such person to be engaged
in such activities or to be associated with such activities. No Officer or
Director of the Company has been convicted in any criminal proceedings
(excluding traffic violations) or the subject of a criminal proceeding which
is presently pending.
COMPENSATION OF DIRECTORS AND OFFICERS
EXECUTIVE COMPENSATION
Mr. John Chris Kirch and Jay W. Kirch have not received, nor are they
projected to receive, any compensation for their services, including their
capacities as Directors, other than the issuance of the Company's Common Stock
as set forth in this document. Should the Company become profitable and
produce commensurate cash flows from operations and/or through the sale of
strategic investments, there may be some level of compensation paid to them,
however, this will be subject to approval by the Company's Board of Directors.
It is the responsibility of the Company's Officers and its Board of Directors
to determine the timing of any remuneration for key personnel. Such
determination and timing thereof will be based upon such factors as positive
cash flow to include equity sales, operating cash flows, capital requirements,
and a positive cash flow balance in excess of $12,500 per month. At the time
cash flow reaches this point, and appears to be sustainable, the Officers and
Board of Directors will again address the compensation of its key personnel
and set forth a more formal and complete plan for remuneration in line with
operations of the Company. At present, the Company`s management cannot
accurately estimate the point when revenues and operating cash flows will be
sufficient enough to implement this compensation plan, nor are they able to
estimate the exact amount of compensation at this time. There are no annuity,
pension, or retirement benefits proposed to be paid to Officers, Directors, or
employees of the Company in the event of retirement at normal date pursuant to
any presently existing plan provided or contributed to by the Company, or any
of its subsidiaries, if any.
BOARD COMMITTEES
The Company's board of directors has periodically met (or acted through
unanimous written consent) since the date of incorporation. The Company
currently has no Board committees.
CERTAIN TRANSACTIONS
In June 1997 and again in June of 2000, the Company raised $124,000 in
private placement transactions through the sale of 895,000 shares of its
Common Stock to the OM (Offering Memorandum) Security Holders. The Company has
agreed to allow OM Security Holders to offer to sell the 895,000 Shares in
this Offering. If applicable, the registration period shall commence
immediately after the effective date of this registration statement and will
expire on the first to occur of three years from the effective date or when
the OM Security Holders are able to otherwise sell such amount of shares under
Rule 144 promulgated under the Securities Act.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Not Applicable.
CONFLICTS
Except as disclosed herein, there are no material interests, direct or
indirect, of directors, senior officers or any shareholders who beneficially
own, directly or indirectly,
30
more than 10% of the outstanding ZURICKIRCH Shares or any known associates or
affiliates of such persons, in any transaction since incorporation or in any
proposed transaction which has materially affected or would materially affect
ZURICKIRCH.
The directors of ZURICKIRCH in the future may be engaged in other
projects. Conflicts of interest, if any, which may arise will be subject to,
and governed by, procedures prescribed by the corporate by-laws, which require
a director or officer of a corporation who is a party to, who is a director or
an officer of, or who has a material interest with any person who is a party
to, a material contract or proposed material contract with the corporation, to
disclose his interest and, in the case of directors, to refrain from voting on
any matter in respect of such contract unless otherwise permitted under the
corporate by-laws.
OPTION GRANTS IN LAST FISCAL YEAR
ZURICKIRCH has not granted any options prior to the date of this
offering.
INDEBTEDNESS OF ZURICKIRCH'S DIRECTORS AND SENIOR OFFICERS
Since incorporation, no indebtedness has been incurred nor does any
indebtedness currently exist between ZURICKIRCH and the directors or officers
of ZURICKIRCH CORP. or any of their associates or affiliates.
EMPLOYMENT AGREEMENTS
There are no employment agreements between the Issuer and its
officers or directors.
2000 PRIVATE PLACEMENTS
On June 15, 2000, the Company completed the sale, in a private
placement, of 435,000 Shares of Common Stock for $0.10 per share to OM
Security Holders, for which the Company received proceeds of $45,000.00. A
portion of the proceeds from this sale will be used to finance the expenses
associated with this Offering. These 435,000 shares are included and accounted
for in the shares registered hereunder.
DESCRIPTION OF CAPITAL STOCK
General
As of the date of this Prospectus, ZURICKIRCH is authorized to issue
50,000,000 shares of Common Stock with a par value of $.001 (the "ZURICKIRCH
Shares"). There are 4,895,000 shares of Common Stock issued and outstanding.
All shares when issued will be fully paid and non-assessable. In connection
with this Offering, the board of directors has authorized the issuance of up
to 1,000,000 Shares to be issued to new investors.
The following is a general description of the material rights,
privileges, restrictions and conditions attached to each class of shares:
Subject to the provisions of the Nevada Corporations Code, the
holders of the ZURICKIRCH Shares are entitled to receive notice of, to attend
and vote at all meetings of the shareholders of ZURICKIRCH (other than
meetings of a class or series of shares other than the ZURICKIRCH Shares as
such) and are entitled to one vote for each ZURICKIRCH Share held, except as
required by law.
Subject to the payment of preferred rights attaching to any other
class or series of shares of ZURICKIRCH, the holders of the ZURICKIRCH Shares
are entitled to receive, if, as and when declared by the directors of
ZURICKIRCH, dividends in such amount and payable on such
31
date as may be determined from time to time by the directors of ZURICKIRCH.
Subject to the preferential rights attaching to any other class or series of
shares of ZURICKIRCH, if any, on the liquidation, dissolution or winding-up of
ZURICKIRCH, or any other distribution of the assets of ZURICKIRCH among its
shareholders for the purpose of winding-up its affairs, the holders of the
ZURICKIRCH Shares shall be entitled to share, on a per share basis, the
remaining property and assets of ZURICKIRCH.
Dividends
Holders of Common Stock will be entitled to receive, when, as and if
declared by the board of directors out of legally available funds, cash
dividends. The Common Stock will not have priority as to dividends over any
other series or class of the Company's stock that ranks
senior as to dividends to the Common Stock.
Voting Rights
Holders of Common Stock shall have the right to one vote per share
upon all matters presented for the vote of holders of the Common Stock.
ANTI-TAKEOVER EFFECTS OF VARIOUS PROVISIONS OF NEVADA LAW.
Upon the closing of this Offering, we will be subject to the
provisions of Section 438 of the Nevada General Corporation Law. Subject to
specific exceptions, Section 438 prohibits a publicly-held Nevada corporation
from engaging in a "business combination" with an "interested stockholder" for
a period of three years after the date of the transaction in which the person
became an interested stockholder, unless the transaction in which such
stockholder became an "interested stockholder" is approved by the board of
directors prior to the date the "interested stockholder" attained that status;
"Business combinations" include mergers, acquisitions, asset sales
and other transactions resulting in a financial benefit to the "interested
stockholder." Subject to various exceptions, an "interested stockholder" is a
person who, together with his or her affiliates and associates, owns, or
within three years did own, 15% or more of the corporation's voting stock. The
restrictions in this statute could prohibit or delay the accomplishment of
mergers or other takeover or change-in-control attempts with respect to the
Company and, therefore, may discourage attempts to acquire us.
Limitations On Liability and Indemnification of Directors and Officers
Our Articles of incorporation contains the following provision with
respect to indemnification of our directors and officers:
The personal liability of the directors of the Company is hereby
eliminated to the fullest extent permitted by the provisions of Section 78.037
of the General Corporation Law of the State of Nevada, as the same may be
amended or supplemented.
This provision does not eliminate or limit the liability of a
director for violating the following:
* duty of loyalty (which includes a director's obligation to refrain from
self dealing with ZURICKIRCH improperly competing with ZURICKIRCH or
usurping ZURICKIRCH' opportunities);
* failing to act in good faith;
* engaging in intentional misconduct or knowingly violating a law; or
32
* participating in the payment of a dividend or a stock repurchase or
redemption for himself.
This provision does not affect any director's liability under federal
securities laws or the availability of equitable remedies such as an
injunction or rescission for breach of fiduciary duty.
The Company intends to purchase directors' liability insurance for
its officers and director at such time as the Company has funds to do so.
However, there can be no assurance that such insurance will be available to
the Company at commercially reasonable terms, or at all.
Authorized but Unissued Shares
The Company's authorized but unissued shares of Common Stock are
available for future issuance without stockholder approval. The Company may
use these additional shares for a variety of corporate purposes, including
future public offerings to raise additional capital, corporate acquisitions
and employee benefit plans. The existence of authorized but unissued shares of
Common Stock and preferred stock could render more difficult or discourage an
attempt to obtain control of the Company by means of a proxy contest, tender
offer, merger or otherwise.
SELLING SHAREHOLDERS
An aggregate of 4,895,000 Shares of Common Stock may be offered for
resale by the Selling Security Holders. See "The Offering." These Shares of
Common Stock include shares issued to the OM Security Holders pursuant to a
private placement of shares consummated in June 1, 1997, and June 15, 2000.
There are no material relationships between any of the Selling
Shareholders and the Company or any of its predecessors or affiliates, nor
have any such material relationships existed within the past three years.
TRANSFER AGENT AND REGISTRAR OF ZURICKIRCH
The Company is currently acting as its own transfer agent and
registrar. However, the Company will contract with an outside, independent
transfer agent immediately upon completion of this registration.
MARKET FOR TRADING ZURICKIRCH SHARES
The shares of ZURICKIRCH are not listed on any exchange and there is
currently no market for its shares.
SHARES ELIGIBLE FOR FUTURE SALE
Currently, ZURICKIRCH has 4,895,000 shares of Common Stock
outstanding, and the Company intends to issue another 1,000,000 shares. All
are intended to be registered pursuant to this registration statement and the
1,000,000 new shares to be issued will be freely transferable without
restriction or further registration under the Securities Act.
The outstanding shares of Common Stock are "restricted securities,"
as that term is defined in Rule 144 promulgated under the Securities Act, and
as such may only be sold pursuant to an effective registration statement under
the Securities Act, or in compliance with the exemption provisions of Rule 144
or pursuant to another exemption under the Securities Act.
33
In general, under Rule 144 as currently in effect, any person (or
persons whose shares are aggregated) who has beneficially owned restricted
securities for at least one year is entitled to sell, within any three-month
period, a number of shares that does not exceed the greater of 1% of the
then-outstanding shares of the issuer's common stock or the average weekly
trading volume during the four calendar weeks preceding such sale, provided
that certain public information about the issuer as required by Rule 144 is
then available and the seller complies with certain other requirements.
Affiliates may sell unrestricted securities in compliance with Rule 144
subject to the holding period requirement. A person who is not an affiliate,
who has not been an affiliate within three months prior to sale, and who has
beneficially owned the restricted securities for at least two years, is
entitled to sell such shares under Rule 144 without regard to any of the
limitations described above.
Prior to this registration, there has been no public trading market
for the Common Stock and we cannot predict the effect, if any, that public
sales of shares of Common Stock or the availability of shares for sale will
have on the market prices of the Common Stock. Nevertheless, the possibility
that a substantial amount of Common Stock may be sold in the public market may
adversely affect prevailing market prices and could impair our ability to
raise capital through the sale of its equity securities.
PLAN OF DISTRIBUTION
The Selling Security Holders (or pledgees, donees, transferees or
successors in interest) may sell all or a portion of the respective Secondary
Shares held by them from time to time while the registration statement of
which this Prospectus is a part remains effective. The aggregate proceeds to
the Selling Security Holders from the sale of the respective Secondary Shares
offered by the Selling Security Holders hereby will be the prices at which
such securities are sold, less any commissions. There is no assurance that the
Selling Security Holders will sell any or all of the Secondary Shares offered
hereby.
Through its officers and directors the 1,000,000 Shares being offered
in this Offering are being sold directly by the Company and without an
underwriter. The Company intends to market the 1,000,000 Shares through
general advertising medium but only in those states where the Offering is
authorized.
The Company intends to list its securities on the NASD OTC Bulletin
Board and if it is successful, the Shares may be sold in transactions on the
NASD OTC Bulletin Board, in negotiated transactions, or by a combination of
these methods, at fixed prices that may be changed, at market prices
prevailing at the time of sale, at prices related to such market prices or at
negotiated prices or through the writing of options on the Secondary Shares.
The Selling Security Holders may elect to engage a broker or dealer to effect
sales in one or more of the following transactions:
(a) block trades in which the broker or dealer so engaged will
attempt to sell the Secondary Shares as agent but may position and resell a
portion of the block as principal to facilitate the transaction;
(b) purchases by a broker or dealer as principal and resale by such
broker or dealer for its account pursuant to this Prospectus; and
(c) ordinary brokerage transactions and transactions in which the
broker solicits purchasers. In effecting sales, brokers and dealers engaged by
the Selling Security Holders may arrange for other brokers or dealers to
participate. Brokers or dealers may receive commissions or discounts from the
Selling Security Holders in amounts to be negotiated (and, if such
broker-dealer acts as agent for the purchaser of such Secondary Shares, from
such purchaser). Broker-dealers may agree with the Selling Security Holders to
sell a specified
34
number of such Secondary Shares, at a stipulated price per share. To the
extent that such broker-dealer is unable to sell all of the shares, it may, as
agent for the Selling Security Holders, purchase the unsold shares as
principal at the price required to fulfill the broker-dealer's commitment to
the Selling Security Holders. Broker-dealers who acquire shares as principal
may thereafter resell such shares from time to time in transactions (which may
involve crosses and block transaction and sales to and through other
broker-dealers, including transactions of the nature described above) in the
over-the-counter market, or otherwise on terms then prevailing at the time of
sale, at prices then related to the then-current market price or in negotiated
transactions, and in connection with such resales, may pay to, or receive
from, the purchasers of such shares, commissions as described above.
The Selling Security Holders and any broker-dealers or agents who
participate in the sale of the shares may be deemed to be "underwriters"
within the meaning of the Securities Act of 1933 in connection with such
sales. In such event, any commissions received by such broker-dealers or agent
and any profit on the resale of the shares purchased by them may be deemed to
be underwriting commissions or discounts under the Securities Act of 1933.
The Company will not pay any expenses related to the sale of such
securities to the public.
The Selling Security Holders have been advised that during the time
they are engaged in "distribution" (as defined under Regulation M under the
Securities Exchange Act of 1934, as amended) of the securities covered by this
Prospectus, they must comply with Regulation M under the Securities Exchange
Act of 1934, as amended, and pursuant thereto: (i) shall not engage in any
stabilization activity in connection with the Company's securities; and (ii)
shall not bid for or purchase any securities of the Company or attempt to
include any person to purchase any of the Company's securities other than as
permitted under the Securities Exchange Act of 1934, as amended. Any Selling
Security Holders who are "affiliated purchasers" of the Company, as defined in
Regulation M, have been further advised that they and their affiliates must
coordinate their sales under this Prospectus and otherwise with the Company
and any other "affiliated purchasers" of the Company for purposes of
Regulation M. The Selling Security Holders selling shares must also furnish
each broker through which their securities are sold copies of this Prospectus.
LEGAL MATTERS
The validity of the shares of Common Stock offered by this Prospectus
will be passed upon for us by Amy L. Clayton, Esq., Salt Lake City, Utah.
EXPERTS
The financial statements and schedules audited by Andersen, Andersen
& Strong, L.C. have been included in reliance on their report (which contains
an explanatory paragraph describing conditions that raise substantial doubt
about the Company's ability to continue as a going concern as described in
note 4 to the consolidated financial statements) given their authority as
experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
The Company has filed with the Securities and Exchange Commission a
Registration Statement on Form SB-2, including exhibits, schedules and
amendments to that registration statement, under the Securities Act of 1933
with respect to the shares of Common Stock to be sold in this Offering. This
Prospectus does not contain all the information included in our Registration
Statement. For further information with respect to us and the shares of Common
Stock to be sold in this Offering, we refer you to the Registration Statement.
Statements contained in this Prospectus as to the contents of any contract,
agreement or other document referred to are not
35
necessarily complete, and in each instance we refer you to the copy of that
contract, agreement or other document to the extent filed as an exhibit to the
Registration Statement.
You may read and copy all or any portion of the Registration
Statement or any other information we file at the Securities and Exchange
Commission's public reference room at 450 Fifth Street, N.W., Washington, D.C.
20549. You can request copies of these documents, upon payment of a
duplicating fee, by writing to the Securities and Exchange Commission. Please
call the Securities and Exchange Commission at 1-800-SEC-0330 for further
information on the operation of the public reference room. Our Securities and
Exchange Commission filings, including the Registration Statement, are also
available to you over the Internet on the Securities and Exchange Commission's
Web site located at http://www.sec.gov. As a result of this Offering, we will
become subject to the information and reporting requirements of the Exchange
Act and, in accordance with the Exchange Act, we will file periodic reports,
proxy statements and other information with the Securities and Exchange
Commission. Upon approval of the Common Stock for quotation on the Nasdaq
SmallCap Market those reports, proxy statements and other information may also
be inspected at the offices of [Nasdaq Operations, 1735 K Street, N.W.,
Washington, D.C. 20006. We intend to furnish our stockholders with annual
reports containing audited financial statements and with quarterly reports for
the first three quarters of each fiscal year containing unaudited interim
financial information.
TABLE OF CONTENTS OF FINANCIAL INFORMATION
Auditor's Report of ZURICKIRCH CORP.
Audited Consolidated Financial Statements of ZURICKIRCH CORP.
Notes to Financial Statements of ZURICKIRCH CORP.
36
ZURICKIRCH CORP.
FINANCIAL STATEMENTS AND REPORT
OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
May 31, 2000, and December 31, 1999
37
ANDERSON, ANDERSON & STRONG, L.C. 941 East 3300 South
- ----------------------------------------------------- Suite 202
CERTIFIED PUBLIC ACCOUNTANTS AND BUSINESS CONSULTANTS Salt Lake City, Utah
84016
Telephone 801-486-0096
Board of Directors
ZuricKirch Corp.
Salt Lake City, Utah
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have audited the accompanying balance sheets of ZuricKirch Corp.
(development stage company) at May 31, 2000, and December 31, 1999 and the
related statement of operations, stockholders' equity, and cash flows for the
five months ended May 31, 2000 and the years ended December 31, 1999, and
1998 and the period from May 9, 1997 (date of inception) to May 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 balance sheet
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 ZuricKirch Corp. at May 31,
2000 and December 31, 1999 , and the results of operations, and cash flows
for the five months ended May 31, 2000 and the years ended December 31, 1999,
and 1998 and the period from May 9, 1997 (date of inception) to May 31, 2000,
in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company is in the development
stage and will need additional working capital for its planned activity,
which raises substantial doubt about its ability to continue as a going
concern. Management's plans in regard to these matters are described in Note
4. These financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
/s/ Anderson, Anderson & Strong
June 23, 2000
Salt Lake City, Utah
38
ZURICKIRCH CORP.
BALANCE SHEETS
May 31, 2000 and December 31, 1999
==============================================================================
May 31, Dec 31,
2000 1999
------------- -------------
ASSETS
CURRENT ASSETS
Cash $ 16,039 $ -
------------- -------------
Total Current Assets $ 16,039 $ -
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 1,800 $ -
------------- -------------
Total Current Liabilities 1,800 -
------------- -------------
STOCKHOLDERS' EQUITY
Preferred stock
10,000,000 shares authorized at $0.001 par
value; none outstanding - -
Common stock
50,000,000 shares authorized at $0.001 par
value; 4,795,000 issued and outstanding on
May 31, 2000; 4,460,000 on December 31, 1999 4,795 4,460
Capital in excess of par value 128,495 95,240
Accumulated deficit during the development stage (119,051) (99,700)
------------- -------------
Total Stockholders' Equity 14,239 -
------------- -------------
$ 16,039 $ -
============= =============
The accompanying notes are an integral part of these financial statements.
39
ZURICKIRCH CORP.
STATEMENT OF OPERATIONS
For the Five Months Ended May 31, 2000 and the
Years Ended December 31, 1999, and 1998
and the period May 9, 1997 (date of inception) to May 31, 2000
============================================================================
Period
May 31, Dec. 31, Dec. 31 May 9,1997 to
2000 1999 1998 May 31, 2000
------------- ------------ ------------ -------------
REVENUES $ - $ - $ - $ -
EXPENSES 19,351 - 17,297 119,051
------------- ------------ ------------ -------------
NET LOSS $ (19,351) $ - $ (17,297) $ (119,051)
============= ============ ============ =============
NET LOSS PER COMMON
SHARE
Basic $ - $ - $ -
------------- ------------ ------------
AVERAGE OUTSTANDING
SHARES
Basic 4,460,000 4,460,000 4,000,000
------------- ------------ ------------
The accompanying notes are an integral part of these financial statements.
40
ZURICKIRCH CORP.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Period May 9, 1997 (date of inception) to May 31, 2000
============================================================================
Capital in
Common Stock Excess of Accumulated
Shares Amount Par Value Deficit
------------- ------------ ------------ -------------
Balance May 9, 1997
(date of inception) - $ - $ - $ -
Issuance of common stock
for cash and services
at $.001 - May 9, 1997 4,000,000 4,000 - -
Issuance of common stock
for cash at $1.00 -
June 5, 1997 50,000 50 49,950 -
Issuance of common stock
for cash at $.86 -
June 5, 1997 9,000 9 7,691 -
Issuance of common stock
for cash at $1.00 -
July 28, 1997 1,000 1 999 -
Issuance of common stock
for cash at $.10 December
1, 1997 300,000 300 29,700 -
Net operating loss for the
period ended December 31,
1997 - - - (82,403)
Issuance of common stock
for cash at $.07 -
February 3, 1998 100,000 100 6,900 -
Net operating loss for
the year ended
December 31, 1998 - - - (17,297)
Net operating loss for
the year ended
December 31, 1999 - - - -
------------- ------------ ------------ -------------
Balance December 31, 1999 4,460,000 4,460 95,240 (99,700)
Issuance of common stock
for cash at $.10 -
May 31, 2000 335,000 335 33,165 -
Contribution to capital - - 90 -
Net operating loss for
the five months ended
May 31, 2000 - - - (19,351)
------------- ------------ ------------ -------------
Balance May 31, 2000 4,795,000 $ 4,795 $ 128,495 $ (119,051)
============= ============ ============ =============
The accompanying notes are an integral part of these financial statements.
41
ZURICKIRCH CORP.
STATEMENT OF CASH FLOWS
For the Five Months Ended May 31, 2000 and
the Years Ended December 31, 1999, and 1998,
and the period May 9, 1997 (date of inception) to May 31, 2000
===========================================================================
Period
May 31, Dec. 31, Dec. 31 May 9,1997 to
2000 1999 1998 May 31, 2000
------------- ------------ ------------ -------------
CASH FLOWS FROM
OPERATING ACTIVITIES
Net loss $ (19,351) $ - $ (17,297) (119,051)
Adjustments to reconcile
net loss to net cash
provided by operating
activities
Changes in accounts
payable 1,800 - - 1,800
Common capital stock
issued for services - - - 1,030
------------- ------------ ------------ -------------
Net Cash From (Used)
in Operations ( 17,551) - (17,297) (116,221)
------------- ------------ ------------ -------------
CASH FLOWS FROM INVESTING
ACTIVITIES
- - - -
------------- ------------ ------------ -------------
CASH FLOWS FROM FINANCING
ACTIVITIES
Proceeds from issuance
of common stock 33,590 - 7,000 132,260
------------- ------------ ------------ -------------
Net Increase (Decrease)
in Cash 16,039 - (10,297) 16,039
Cash at Beginning of
Period - - 10,297 -
------------- ------------ ------------ -------------
Cash at End of Period $ 16,039 $ - $ - $ 16,039
============= ============ ============ =============
NON CASH FLOWS FROM
OPERATING ACTIVITIES
Issuance of 1,030,000 common shares for services - 1997 $ 1,030
---------
The accompanying notes are an integral part of these financial statements.
42
ZURICKIRCH CORP.
NOTES TO FINANCIAL STATEMENTS
===========================================================================
1. ORGANIZATION
The Company was incorporated under the laws of the state of Nevada on May 9,
1997 with authorized common stock of 50,000,000 shares with a par value of
$.001 and preferred stock of 10,000,000 shares with a par value of $.001 with
the name "Weston Caribbean Corp". On March 9, 2000 the name was changed to
"Zuric Kirch Acquisitions, Inc." and on April 17, 2000 to "ZuricKirch Corp."
The Company has been in the business of the development of resort properties
in the Caribbean however during 1998 the business purpose was changed to the
health products industry.
The Company is in the development stage.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Methods
- ------------------
The Company recognizes income and expenses based on the accrual method of
accounting.
Dividend Policy
- ---------------
The Company has not yet adopted a policy regarding payment of dividends.
Income Taxes
- ------------
On May 31, 2000, the Company had a net operating loss carry forward of
$119,051. The tax benefit from the loss carry forward has been fully offset by
a valuation reserve because the use of the future tax benefit is
undeterminable since the Company has no operations. The loss carryover
expires in the years from 2013 through 2021.
Estimates and Assumptions
- -------------------------
Management uses estimates and assumptions in preparing financial statements in
accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of the assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses.
Basic and Diluted Net Income (Loss) Per Share
- ---------------------------------------------
Basic net income (loss) per share amounts are computed based on the weighted
average number of shares actually outstanding, after the stock split. Diluted
net income (loss) per share amounts are computed using the weighted average
number of common shares and common equivalent shares outstanding as if shares
had been issued on the exercise of the preferred share rights unless the
exercise becomes antidilutive and then only the basic per share amounts are
shown in the report.
43
ZURICKIRCH CORP.
NOTES TO FINANCIAL STATEMENTS - continued
============================================================================
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Comprehensive Income
- --------------------
The Company adopted Statement of Financial Accounting Standards No. 130. The
adoption of this standard had no impact on the total stockholder's equity on
February 29, 1999.
Recent Accounting Pronouncements
- --------------------------------
The Company does not expect that the adoption of other recent accounting
pronouncements will
have a material impact on its financial statements.
Financial Instruments
- ---------------------
The carrying amounts of financial instruments is considered by management to
be their estimated fair values.
3. RELATED PARTY TRANSACTIONS
Related parties have acquired 81% of the common stock issued by the
Company.
4. GOING CONCERN
The Company intends to further develop an interest in the health care product
field, however, there is insufficient working capital for its future planned
activity.
Continuation of the Company as a going concern is dependent upon obtaining
additional working capital and the management of the Company has developed a
strategy, which it believes will accomplish this objective through additional
equity funding and long term debt which will enable the Company to conduct
operations for the coming year.
There can be no assurance that they may be successful in this effort.
5. SUBSEQUENT EVENTS
During June 2000 the Company issued 100,000 common shares for cash of $10,000.
44
======================================================
PROSPECTIVE INVESTORS MAY RELY ONLY ON THE INFORMATION
CONTAINED IN THIS PROSPECTUS. ZURICKIRCH CORP. HAS
NOT AUTHORIZED ANYONE TO PROVIDE PROSPECTIVE INVESTORS
WITH DIFFERENT OR ADDITIONAL INFORMATION. THIS
PROSPECTUS IS NOT AN OFFER TO SELL NOR IS IT SEEKING AN
OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE
THE OFFER OR SALE IS NOT PERMITTED. THE INFORMATION
CONTAINED IN THIS PROSPECTUS IS CORRECT ONLY AS OF THE
DATE OF THIS PROSPECTUS, REGARDLESS OF THE TIME OF THE
DELIVERY OF THIS PROSPECTUS OR ANY SALE OF THESE
SECURITIES.
NO ACTION IS BEING TAKEN IN ANY JURISDICTION OUTSIDE THE
UNITED STATES TO PERMIT A PUBLIC OFFERING OF THE COMMON
STOCK OR POSSESSION OR DISTRIBUTION OF THIS PROSPECTUS
IN ANY OF THESE JURISDICTIONS. PERSONS WHO COME INTO
POSSESSION OF THIS PROSPECTUS IN JURISDICTIONS OUTSIDE
THE US AND CANADA ARE REQUIRED TO INFORM THEMSELVES ABOUT
AND TO OBSERVE THE RESTRICTIONS OF THAT JURISDICTION
RELATED TO THIS OFFERING AND THE DISTRIBUTION OF THIS
PROSPECTUS.
------------------
Dealer Prospectus Delivery Obligation:
Until August 1, 2000 (25 days after the date of this Prospectus), all dealers
that buy, sell or trade these shares of Common Stock, whether or not
participating in this Offering, may be required to deliver a Prospectus. This
is in addition to the dealers' obligation to deliver a Prospectus when acting
as underwriters and with respect to their unsold allotments or subscriptions.
===========================================================================
5,895,000 SHARES
ZURICKIRCH CORP.
COMMON STOCK
____________________
PROSPECTUS
____________________
August 1, 2000
============================================================================
45
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table indicates the expenses to be incurred in
connection with the Offering described in this Registration Statement, all of
which will be paid by the Company. All amounts are estimates, other than the
Securities and Exchange Commission registration fee, the National Association
of Securities Dealers, Inc. fee and the [Nasdaq] listing fee.
Securities and Exchange Commission registration fee........... $ 26.40
National Association of Securities Dealers, Inc. fee.......... $ 1000.00
Accounting fees and expenses.................................. $ 2000.00
Legal fees ................................................... $ 3000.00
Director and officer insurance expenses....................... $ 1000.00
Printing and engraving ....................................... $ 1000.00
Transfer agent and registrar fees and......................... $ 0.00
Blue Sky fees and expenses (including counsel fees)........... $ 1000.00
Miscellaneous expenses........................................ $ 973.60
Total.............................................. $ 10,000.00
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article X of the Company's By-Laws, contain the following provisions
with respect to the indemnification of directors of the Company:
SECTION 1. Action Against Party Because of Corporate Position. The
Corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed claim, action, suit or
proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the Corporation) by reason of the fact
that he is or was a director, officer, employee or agent of the Corporation,
or is or was serving at the request of the Corporation as a director, partner,
officer, employee or agent of another Corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees
inclusive of any appeal), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such claim, action,
suit or proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Corporation, and
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct unlawful. The termination of any claim, action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the Corporation,
and, with respect to any criminal action or proceeding, had reasonable cause
to believe that his conduct was unlawful.
SECTION 2. Action by or in the Right of Corporation. The Corporation
may indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed claim, action or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee or agent of
46
the Corporation, or is or was serving at the request of the Corporation as a
director, partner, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees inclusive of any appeal) actually and reasonably
incurred by him in connection with the defense or settlement of such claim,
action or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Corporation and
except that no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his duty to the Corporation
unless and only to the extent that a court of competent jurisdiction (the
"Court") in which such claim, action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court shall deem proper.
Without limiting the application of the foregoing, the Board of
Directors may adopt By-Laws from time to time without respect to
indemnification, to provide at all times the fullest indemnification permitted
by the laws of the State of Nevada, and may cause the corporation to purchase
or maintain insurance on behalf of any person who is or was a director or
officer.
The Company's By-laws do not contain any specific provisions with
respect to the indemnification of directors, officers and authorized
representatives:
The Board of Directors may from time to time adopt further Bylaws with
respect to indemnification and may amend these and such Bylaws to provide at
all times the fullest indemnification permitted by the General Corporation Law
of the State of Nevada. It is the intention of the Board of Directors to amend
the by-laws as soon as possible.
The Nevada Revised Corporate and Securities Statutes also contain
provisions entitling directors and officers of the corporation to
indemnification from judgments, fines, amounts paid in settlement and
reasonable expenses, including attorneys' fees, as the result of an action or
proceeding in which they may be involved by reason of being or having been a
director or officer of the corporation (or, at the request of the corporation,
a director or officer of another corporation or other enterprise); provided
the officers or directors acted in good faith. The corporation also may obtain
an insurance policy which will cover officers and directors for any liability
arising out of their actions in such capacity.
The foregoing do not and will not eliminate or limit the liability of a
director for violating his duty of loyalty (which includes the obligation of a
director of the corporation to refrain from self-dealing with respect to the
corporation, improperly competing with the corporation or usurping corporation
opportunities), failing to act in good faith, engaging in intentional
misconduct or knowingly violating a law or participating in the payment of a
dividend or a stock repurchase or redemption for himself. The foregoing also
do not and will not affect any director's liability under federal securities
laws or the availability of equitable remedies such as an injunction or
rescission for breach of fiduciary duty.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(A) EXHIBITS
47
Exhibit
Number Description
3.1(a) Articles of Incorporation
3.2(a) By-laws
5. Opinion of Amy L. Clayton, Esq.
23.1 Consent of Andersen, Andersen & Strong, L.C.
23.2 Consent of Amy L. Clayton, Esq.(included with Exhibit 5)
24. Power of attorney (included on the Signature Page).
-------------------------------
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to
this Registration Statement:
(i) To include any Prospectus required
by section 10(a)(3) of the Securities Act
of 1933;
(ii) To reflect in the Prospectus any facts
or events arising after the effective date
of the Registration Statement (or the most
recent post-effective amendment thereof)
which, individually, or in the aggregate,
represent a fundamental change in the
information set forth in the Registration
Statement; notwithstanding the foregoing,
any increase or decrease in volume of
securities offered (if the total dollar
value of securities offered would not exceed
that which was registered) and any deviation
from the low or high end of the estimated
maximum offering range may be reflected in
the form of Prospectus filed with the
Commission pursuant to Rule 424(b)
230.424(b) of this Chapter) if, in the
aggregate, the changes in volume and price
represent no more than a 20% change in the
maximum aggregate Offering price set forth
in the "Calculation of Registration Fee"
table in the effective 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
48
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.
Insofar as indemnification for liabilities arising from the Securities Act of
1933 (the "Act") may be permitted to directors, officers, and controlling
persons of the Registrant, 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 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.
For purposes of determining any liability under the Securities Act of 1933,
the information omitted from the form of Prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
Prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or Rule
497(h) under the Act shall be deemed to be part of this Registration Statement
as of the time it was declared effective.
For the purpose of determining any liability under the Securities Act of 1933,
each post-effective amendment that contains a form of Prospectus 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.
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, we
certify that we have reasonable grounds to believe that we meet all of the
requirements of filing on Form SB-2 and authorize this registration statement
to be signed on our behalf by the undersigned, on August 1, 2000.
ZURICKIRCH CORP.
By: /s/ John Chris Kirch
---------------------------
John Chris Kirch, President,
Chief Executive Officer
By: /s/ Jay W. Kirch
---------------------------
Jay W. Kirch, Secretary, Director
49
POWER OF ATTORNEY
We, the undersigned officers and directors of ZURICKIRCH CORP.,
hereby severally constitute and appoint John Chris Kirch and Jay W. Kirch, and
each of them (with full power to each of them to act alone), our true and
lawful attorneys-in-fact and agents, with full power of substitution, for us
and in our stead, in any and all capacities, to sign any and all amendments
(including pre-effective and post-effective amendments) to this registration
statement and all documents in connection thereto, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting to said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing necessary or advisable to be done in and about the
premises, as full to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all the said attorneys-in-fact and
agents, or any of them, or their substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
In accordance with 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 stated.
NAME TITLE DATE
/s/ John Chris Kirch President, Chief Executive August 1, 2000
- ---------------------- Officer, and Director
/s/ Jay W. Kirch Secretary and Director August 1, 2000
- -----------------------
Exhibit Index
3.1(a) Articles of Incorporation
3.2(a) By-laws
5. Opinion of Amy L. Clayton, Esq.
23.1 Consent of Andersen, Andersen & Strong, L.C.
23.2 Consent of Amy L. Anderson, Esq. (included with Exhibit 5)
24. Power of attorney (included on the Signature Page).