SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 6 TO
FORM SB-2 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Zurickirch Corp.
(Name of small business issuer in its charter)
-------------------------
333-42936
Commission File Number
Nevada 5961 87-0631750
(State or jurisdiction of (Primary Standard (I.R.S. Employer
incorporation or organization) Industrial Identification Number)
Classification
Code Number)
3960 Howard Hughes Parkway, Fifth Floor
Las Vegas, NV
89109
(801) 420-6400
(Address and telephone
number of principal executive
offices and principal
place of business)
-------------------------
John Chris Kirch, President,
Chief Executive Officer
Zurickirch Corp.
3960 Howard Hughes Parkway, Fifth Floor
Las Vegas, NV
89109
(801) 420-6400
(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 the effective date of this Registration Statement.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /__/
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. /__/
CALCULATION OF REGISTRATION FEE
---------------------------------
Title of
Each Class Proposed
of Proposed Maximum
Securities Amount to Offering Aggregate Amount of
to be be Price per Offering Registra-
Registered Registered Share Price tion Fee
- -----------------------------------------------------------------------------
Common 2,395,000 $.10 per $239,500 $ 26.40
Stock, shares share
$0.001 par
value
(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 Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
PROSPECTUS
Zurickirch Corp.
3960 Howard Hughes Parkway, Fifth Floor
Las Vegas, NV 89109
Zurickirch is offering 1,000,000 shares at $.10 per share and selling
shareholders are offering 1,395,000 shares at $.10 per share
Common Stock
This is Zurickirch's initial public offering. This is a best efforts
offering with no minimum. The price was arbitrarily determined by us which is
$.10 per share. 90 days after the date of this prospectus the offering will
close unless extended for 90 days in the discretion of the company. To
purchase shares in this offering, you must purchase at least 100 shares. There
is currently no market for the stock.
Investing in our common stock involves risks which are described in the
"Risk Factors" section on pages 5-7 of this prospectus.
Per share Total
--------- ---------
Public offering price per share.............. $ 0.10 $ 100,000
Commissions per share........................ $ 0 $ 0
Proceeds to the Company...................... $ 0.10 $ 100,000
The date of this prospectus is _____________, 2001
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.
3
Table of Contents
------------------
Section Page
- -------- ----
Prospectus summary ....................................................... 5
Risk factors ............................................................ 5
Forward-looking statements ............................................... 7
Use of proceeds .......................................................... 7
Dilution ................................................................. 8
Principal Stockholders ..................................................10
Selling Shareholders .................................................... 11
Relationship of Selling Shareholders to the Company ..................... 11
Plan of Distribution .................................................... 12
Legal proceedings ........................................................14
Management................................................................15
Directors, Executive Officers, Promoters and Control Persons .............16
Description of Securities.................................................18
Experts Named in Registration Statement...................................21
Disclosure of Commission Position On Indemnification for
Securities Act Liabilities ...............................................22
Organization Within the Last Five Years ................................. 22
Description of Business.................................................. 22
Management's Discussion and Analysis of Plan of Operation ................28
Description of Property...................................................32
Certain Relationships and Related Party Transactions .....................32
Market for Common Equity and Related Stockholder Matters .................33
Executive compensation ...................................................33
Financial statements......................................................35
Changes in and Disagreements with Accountants............................ 36
4
Prospectus Summary
Our Business
We are engaged for the purpose of designing and selling natural health
and nutritional products in Holladay, Utah.
Corporate information
Our principal executive offices are located at 3960 Howard Hughes
Parkway, Fifth Floor, Las Vegas, NV 89109. Our telephone is (801)420-6400.
The Offering
Common stock offered by us: 1,000,000 shares no minimum
Common stock offered by
Selling shareholders: 1,395,000 shares
Common stock to be outstanding
after the offering
assuming 50% subscription: 5,395,000 shares
assuming 100% subscription: 5,895,000 shares maximum
Use of proceeds: - for health products manufacturing
- for purchase of necessary equipment
and personal property;
- for sales and marketing expenses;
- for rent;
- for product inventory;
- for possible new product acquisitions; and
- for working capital.
The information described above is based on the shares outstanding as
of December 31, 2000.
References in this prospectus to we, our and us refer to Zurickirch
Corp.
Risk Factors
We Are a Recently Formed Company With No Revenues and Anticipate Losses for
the Foreseeable Future
The company was originally incorporated in the State of Nevada on May 9,
1997. It will be difficult for you to evaluate an investment in our common
stock. Neither of our directors and officers of our present management has had
prior experience in managing or operating a health and nutritional products
business as we propose to do. We intend to locate and hire one or more
managers with significant prior experience. We believe that having
experienced managers will assist the business in running more efficiently and
5
in attracting and retaining customers. We currently have no commitment to
hire any experienced managers, but we believe that persons with prior
management experience may be located and hired in the area. Our directors and
officers will only devote part time efforts to this business due to other
business interests they have. We have no operating history. We have no
customers as yet, and we will not have any customers until the proposed health
product formulas are manufactured, labeled and available for us to sell. We
have had no revenue to date.
This is a No Minimum Offering With No Commitments and No Escrow of Proceeds
The company is solely dependent upon proceeds of this offering and the
amount of funding from this offering is uncertain. Actual funding could be
substantially less than the maximum and could be only nominal in amount. In
the event that funding from this offering is inadequate there is a high risk
that you could lose all of your investment.
We Will Need Additional Financing to Implement Our Business Plan and Such
Financing May Be Unavailable or Too Costly for the Company
The time frame for implementation of our business plan is six to twelve
months. We believe the amount of funds needed for this period will be $50,000
to $100,000 which will be determined by the success and aggressiveness of our
test marketing plans. While we anticipate that our source of funds will come
from our public offering, if these funds are insufficient we may have to rely
on debt financing as well to supplement our plans. The company currently has
no arrangements for debt financing, and therefore, if this offering does not
provide adequate funding and no debt financing is arranged the company will
not be able to operate or continue in business.
Our Independent Auditor Has Expressed Doubt Concerning Our Ability to
Continue as a Going Concern
Unless we raise additional capital to address this problem we may be
unable to continue in business. As disclosed in Note 4 to our financial
statements included in this prospectus, we do not have an established source
of revenues sufficient to cover our operating costs to allow us to continue as
a going concern. Our ability to continue as a going concern is dependent upon
our ability to complete this offering successfully and/or to raise additional
capital through other means.
The Current Officers and Directors of the Company Have No Prior Experience in
Conducting the Proposed Business
While the officers and directors of this company have many years of
practical business experience in a variety of areas they specifically have no
experience conducting health and nutritional business operations. Upon
adequate funding the company plans to hire management experts in this field,
but without such funding the company will not be able to do so. Without
experienced professionals this business will be at a high risk of failure.
Investors Must Rely on the Current Officers and Directors for All Management
Decisions as They Will Control the Majority of the Stock After the Offering
and Will Only Spend a Limited Amount of Time on the Company Business
The amount of time which our officers and directors will devote to our
business will be limited initially to five to ten hours per week depending on
6
the growth of the operations. Our directors and officers also serve as
officers, directors, controlling shareholders and/or partners of other
entities engaged in a variety of businesses. Thus, there exists potential
conflicts of interest including, among other things, time, effort and
corporate opportunity involved in participation with such other business
entities. It is not anticipated that any of such other business interests will
be ones that are, or will be, in competition with us.
The Company Currently Has No Contracts With Manufacturers
While the company has made numerous inquiries into product manufacturing
facilities, contract terms and conditions we currently have no contracts with
manufacturers. In our discussions with manufacturers we have found that
pricing is based on quantities and quality of products made, and availability
of raw materials. Product storage, Additionally, packaging and shipping costs
could vary greatly depending of available funds. Without adequate funding
manufacturing expenses could be cost prohibitive and render us incapable of
operating our business activities.
No Market May Develop For Our Securities and Investors Would Be Unable to Sell
Their Securities
No assurance can be given that we will be able to successfully complete
this initial public offering of our common stock and develop and sustain a
public market for our common stock. In the event there is no market for our
shares, you could suffer a total loss of all monies paid to us for our shares.
Forward-Looking Statements
Many statements made in this prospectus under the captions prospectus
summary, risk factors, management's discussion and analysis or plan of
operations, business and elsewhere are forward-looking statements that are
not based on historical facts, and the rules and laws cited do not apply to
this offering. Because these forward-looking statements involve risks and
uncertainties, there are important factors that could cause actual results to
differ materially from those expressed or implied by these forward-looking
statements, including those discussed under risk factors.
The forward-looking statements made in this prospectus are based on
events through the date on which the statements are made.
Use of Proceeds
We 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. It is possible that no proceeds
may be realized from this offering.
The net proceeds to be realized by us from this offering, after deducting
estimated commissions and offering related expenses of $10,000 is
approximately $0 if 10% of the offering shares are sold, $40,000 if 50% of the
offering shares are sold and $90,000 if 100% of the offering shares are sold.
This estimate is based on an assumed initial public offering price of $0.10
per share. Assuming that 10%, 50% or 100% of 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:
7
Table of Use of Proceeds
Assumes Assumes Assumes
10% of 25% of 100% of
Offering Offering Offering
-------- -------- ---------
Total Proceeds $ 10,000 $ 25,000 $ 100,000
Less:
Offering Expenses $ 10,000 $ 10,000 $ 10,000
Net Proceeds from
Offering Available $ 0 $ 15,000 $ 90,000
product manufacturing
and supplies, $ 0 $ 5,000 $ 45,000
working capital
and office equipment $ 0 $ 5,000 $ 20,000
sales and marketing
expenditures $ 0 $ 5,000 $ 25,000
======== ======== =========
$ 0 $ 15,000 $ 90,000
We intend 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, make sales, 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.
The working capital reserve may be used for general corporate purposes to
operate, manage and maintain our nutritional business.
The amounts set forth in the use of proceeds table merely indicate the
proposed use of proceeds, and actual expenditures may vary substantially from
these estimates depending upon market and economic conditions once operations
are commenced. We may, in the future, seek additional funds through loans or
other financing arrangements.
We presently do not pay our officers and directors any amount of salary.
In the event we are successful in completing this offering, we propose to then
begin paying our officers approximately $35.00 per hour for future services
while they work part time for us. Any full time employees, including officers
if they work full time, will be paid salaries competitive in the industry,
subject to our ability to do so.
Dilution
As of the date of this offering, we had 4,895,000 shares issued and
8
outstanding and a net tangible book value of $16,039 or $0 per share.
The proceeds from the sale of shares will vary depending on the total
number of shares sold.
If all 1,000,000 shares are sold, there would be a total of 5,895,000
shares issued and outstanding. If the maximum 1,000,000 shares are sold for
the company, the net proceeds to us after deducting offering costs of $10,000
would be $90,000. Adding the net proceeds to the net tangible book value, the
total net tangible book value of Zurickirch Corp. would be $106,039. Dividing
the net worth of Zurickirch Corp. by the number of shares outstanding
discloses a per share book value of approximately $0.02 per share. Therefore,
the shareholders who purchased pursuant to the offering will suffer an
immediate dilution in the book value of their shares of approximately $0.08 or
approximately 80.0% and the present shareholders will receive an immediate
book value increase of approximately $0.02 per share.
Offering price per share $0.10
before deduction of operating expense
Net tangible book value per share $0.00
before the offering
Net tangible book value per share $0.02
after the offering
Dilution to new investors $0.08
per share
Dilution to new investors 80.0%
as a percentage
The percentage of dilution assuming 10% subscription of shares to new
investors is 98% and the percentage of dilution assuming 50% subscription of
shares to new investors is 91%.
For purposes of computing dilution in the net tangible book value of our
common stock, and for general ownership, control and voting purposes described
in this section of the prospectus, all shares are common stock on a 1 for
1 voting share basis. The following table summarizes the comparative
ownership and capital contributions of existing common stock shareholders and
investors in this offering as of December 31, 2000:
Shares owned Total consideration Average
--------------------- -------------------- price per
Number % Amount % share
---------- ---------- ----------- --------- ----------
Present
shareholders
50% of offering 4,895,000 90.80% $132,260 72.56% $.02
Maximum offering 4,895,000 83.03% $132,260 56.94% $.02
New investors
50% 0f offering 500,000 9.20% $50,000 27.44% $.10
Maximum offering 1,000,000 16.97% $100,000 43.06% $.10
The table appearing above has been prepared assuming that none of the
present shareholders purchases additional shares in this offering. It assumes
that all outstanding shares are common stock.
9
Principal Stockholders
The following table sets forth information with respect to the beneficial
ownership of the company's common stock as of December 31, 2000, and as
adjusted to reflect the sale of the shares of common stock offered under this
prospectus by:
* each person who we know owns beneficially more than 5% of our common
stock,
* each of our directors individually,
* each of our executive officers individually and
* all of our executive officers and directors as a group.
Type of Amount & Nature of % of Class
Security Name and Address Beneficial Ownership Before & After
Offering
- --------- ----------------------- -------------------- ------ ------
Common John Chris Kirch 3,000,000 61% 50%
3672 E. Cove Point Dr.
Salt Lake City,
Utah 84109
Common Jay W. Kirch 500,000 10% 8%
2933 E. Bengal Blvd.
Holladay, UT
Utah 84121
- ----------------------------------------------------------------------------
All officers and directors 3,500,000 71% 58%
as a group (2 persons)
============================================================================
TOTAL 3,500,000 71% 58%
- ----------------------------------------------------------------------------
Selling Shareholders
An aggregate of 1,395,000 shares of common stock may be offered for
resale by the selling security holders. These shares of common stock include
shares issued to the offering memorandum security holders pursuant to a
private placement of shares consummated June 1, 1997, and June 6, 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.
List of Selling Shareholders
----------------------------
NAME ADDRESS NUMBER OF SHARES
10
Howard Abrams Lakewood, CO 80232 250,000
Gerald Curtis Denver, CO 80004 240,000
Matthew Foulger Lakewood, CO 80228 70,000
Stephanie Harnicher Denver, CO 80224 260,000
Elaine Baer Salt Lake City, UT 84108 20,000
David Abrams Lakewood, CO 80232 70,000
Lance Musicant Newport Beach CA 92663 50,000
Ed Johnson Salt Lake City, UT 84101 40,000
Michael Simmons Salt Lake City, UT 84103 40,000
Richard Y. Merrell Salt Lake City, UT 84108 4,000
John Shay Sylmar, CA 91342 2,000
Andy MacDonald Mesa, AZ 85213 2,000
Eric Linford Farmington, UT 84025 2,000
Marlin Phil Safford, AZ 85546 1,000
Charles L. Brown Mesa, AZ 85206 1,000
Phyllis P. MacDonald Provo, UT 84604 1,000
Daniel Thomas Duffy. Mesa, AZ 85202 1,000
David Harnicher Staten Island, NY 10312 1,000
Elizabeth Cardiello Staten Island, NY 10312 1,000
Peter Cardiello Staten Island, NY 10312 1,000
John Harnicher Staten Island, NY 10312 1,000
Louise Harnicher Staten Island, NY 10312 1,000
Lois Statter Denver, CO 80224 1,000
Debbie Leyer West Jordan, UT 84084 5,000
Brian Curtis Denver, CO 80004 50,000
Seplin Beatong Salt Lake, UT 84103 5,000
Arnetie Sewell Salt Lake, UT 84103 5,000
Kevin Kirch West Jordan, UT 84084 50,000
Mike Moss Taylorsville, UT 84123 10,000
Christina Kirch Salt Lake, UT 84121 10,000
Marvin Taylor Bountiful, UT 84010 50,000
Neil Powell Syracuse, UT 50,000
Dan Mylecraine Salt Lake, UT 84104 5,000
Brenda Fetrow Salt Lake, UT 84104 5,000
Casey Anderson Salt Lake, UT 84117 10,000
Ken Barlow West Valley City, UT 84119 5,000
Andrea Barlow West Valley City, UT 84119 5,000
Jeff Pixton Salt Lake City, UT 84105 10,000
Katherine Anne Mostert Frisco, CO 80437 10,000
Raymond Chavez Salt Lake City, UT 84121 10,000
Tammy Chavez Salt Lake city, UT 84121 10,000
Ethel Ashworth Salt Lake City, UT 84121 10,000
Relationship of Selling Shareholders 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 section 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 section
entitled "Beneficial Ownership of Common Stock." John Chris Kirch and Jay W.
Kirch are brothers.
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. 1,395,000 shares
11
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.
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
Selling the Shares of the Offering
Zurickirch Corp. will sell shares of its common stock according to this
prospectus directly to any and all suitable investors in approved states in
which these securities are registered or are exempt from registration. This
is a self-underwritten offering with no minimum offering amount of shares.
Our officer and director John Chris Kirch will sell the shares. He will not
receive commissions or other offering remuneration of any kind for selling
shares in this offering.
Selling shareholders will be selling their shares through a follow
on offering through broker dealers and the company's market makers once the
company's stock is publicly trading. The means and manner of these
transactions will be that once the company's offering is completed broker
dealers will be required to give their potential purchasers a prospectus
whereby the selling shareholders can sell their shares through that broker
dealer to his or her interested investors.
On June 15, 2000 we completed a private placement offering of securities
offered and sold in a transaction that was exempt pursuant to a rule or
regulation issued under section 3(b) of the 1933 Act. The offering was made
pursuant to Regulation D, rule 504, which was adopted pursuant to section
12
3(b) of the 1933 Act. The current public offering is being registered pursuant
to Regulation SB-2.
Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to our directors, officers and controlling
persons according to the provisions described above, or otherwise, we have
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,
unenforceable.
In the event a claim for indemnification against such liabilities other
than the payment by us of expenses incurred or paid by any of our directors,
officers or controlling persons 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 sold in this offering, we will, unless in
the opinion of our legal counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
John Chris Kirch an officer and director of the company will be selling
the offering, through the company's self-underwritten offering. This will be
done by virtue of the broker/dealer exemption under rule 3a4-1. No one has
committed to purchase or take down any of the shares offered. All proceeds
from the sale of the shares will be placed in Wells Fargo Bank at 3300 South
3000 East, Salt Lake City, Utah 84108, no later than noon of the next business
day following receipt.
In order to purchase shares in this offering, you must subscribe to
purchase a minimum of at least 100 shares. No maximum purchase amount has
been set by us.
The shares are offered subject to prior sale, when, as, and if delivered
to and accepted by us, and subject to approval of some matters by legal
counsel. We reserve the right to withdraw, cancel or modify such offer and to
reject any offer in whole or in part. Delivery of the shares will be made to
investors promptly upon acceptance of cash and the satisfaction of completion
of the offering.
The offering price was arbitrarily determined; no public market
As of the date of this prospectus, there is no public market for our
common stock. The offering price of the shares was determined arbitrarily by
us. It was not based on any established criteria of value. In determining the
offering price and the number of shares to be offered, we considered such
factors as our financial condition, our potential for profit and the general
condition of the securities market. The offering price of $.10 per share was
decided on by us because we believe that the price of $.10 per share will be
the easiest price at which to sell the shares.
The offering price should not be considered an indication of the
actual value of us or our shares of common stock. The price bears no relation
to our assets, book value, earnings or net worth or any other traditional
criterion of value. The price of the common stock that will prevail in any
13
market that develops after the offering may be higher or lower than the price
you paid.
There is also no assurance that an active market will ever develop in our
securities. You may not be able to resell any shares you purchased in this
offering following this offering.
OTC bulletin board
We intend to apply to have our shares approved for trading on the OTC
bulletin board. We have received verbal assurances from Alpine Securities
Corp. of Salt Lake City, Utah that it will act as a market maker in our shares
following this offering.
Dividends
We have never paid dividends on our stock. The board of directors
presently intends to pursue a policy of retaining earnings, if any, for use in
our operations and to finance expansion of our business. Any declaration and
payment of dividends in the future, of which there can be no assurance, will
be determined by our board of directors in light of conditions
then existing, including our earnings, financial condition, capital
requirements and other factors. There are presently no dividends which are
accrued or owing with respect to our outstanding stock. No assurance can be
given that dividends will ever be declared or paid on our common stock in the
future.
How to subscribe
If you desire to subscribe for shares in this offering, you must complete
a subscription agreement and pay the entire subscription amount in wire
transferred funds, cash, check or money order upon subscribing. You must
deliver the subscription agreement directly to Mr. John Chris Kirch.
Checks must be made payable directly to Zurickirch Corp.
By signing the subscription agreement you are making a binding offer to
buy shares. The subscription agreement also constitutes your agreement to
indemnify us against liabilities incurred because of any misstatements and
omissions you make in the subscription agreement. All subscriptions are
subject to acceptance by us.
You are urged to consult your own counsel and accountant with respect to
the merits of an investment in the shares.
Purchases by Officers, Directors and Principal Shareholders
Our officers, directors and principal shareholders may not purchase
shares being offered according to this prospectus. Moreover, it is not
intended that the proceeds from this offering will be utilized, directly or
indirectly, to enable anyone, including officers and directors, to purchase
the shares offered.
Legal Proceedings
To the knowledge of management, there is no material litigation
pending or threatened against Zurickirch Corp. or our management. Further, we
are not aware of any material pending or threatened litigation to which we
14
or any of our directors, officers or affiliates are or would be a party.
Management
All officers of Zurickirch Corp. serve at the pleasure of the board of
directors. All officers will hold office until the next annual meeting of the
board of directors. There is no person who is expected to make any significant
contribution to the business of Zurickirch other than the current officers and
directors. We do not have employment agreements with any of our officers or
directors.
The officers and directors of Zurickirch each have over 15 years of
management experience in businesses unrelated to the type of business proposed
by us. We believe that the diverse areas in which the officers and directors
acquired their experience is important in building a well rounded management
base. Our management has extensive experience in the following areas:
- sales;
- marketing;
- computer hardware;
- investment and capital markets;
- accounting; and
- operations.
The officers and directors have spent various amounts of time
investigating the health and nutritional supplements business. Their
management experience includes real property development, natural resource
development, management of a successful start-up pharmaceutical company
company, and management of both publicly and privately held companies.
Following the completion of this offering Mr. John Chris Kirch intends to
devote substantially full time efforts to Zurickirch Corp. through the product
manufacturing and test marketing phase and through approximately the first six
months of operations. He anticipates that he will then reduce his time
commitment to Zurickirch Corp. to approximately 20 hours per week. Mr. Jay
Kirch intends to devote approximately 25-30 hours per week to Zurickirch Corp.
during the product manufacturing and test marketing phase and through the
first six month's of operations. He anticipates that his time commitment to
Zurickirch Corp. will then decrease to approximately 20 hours per week.
In the event that our business is successful and we are able to
increase the number of sales and products, then Messrs. John Kirch and Jay
Kirch may increase their respective time commitments to Zurickirch Corp.
The following are the names and addresses of the directors and officers
of Zurickirch Corp. 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
- ------------------------- ----------- --------------------
15
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
Treasurer & Director of Zurickirch
Director May 1987 to March 2000
Has been in Commercial
real estate development
providing construction
management services to
various corporations
throughout the
Western United States.
The following is a brief, but more detailed, description of the
background of the key management and directors of Zurickirch:
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 44 Chairman, President
Director
Jay W. Kirch 41 Director, Secretary,
Treasurer
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:
16
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,
17
broker, or dealer in the securities, or as an affiliated person, director, or
employee of an investment company, bank, savings and loan 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.
Description of Securities
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 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 Corp.
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.
18
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
- 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
19
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 ctock 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.
No Market for Our Shares
As of the date of this prospectus and for the foreseeable future
there is no public or private market for our shares. In the event we are
successful in raising capital through this offering there will still be only a
limited market for our shares. Only in the event that we are successful in
making this initial public offering of our common stock do we anticipate that
we will ever have any public market for our securities. In the event there is
no market for our shares, you could suffer a total loss of all monies paid to
us for our shares. No assurance can be given that we will be able to
successfully complete this initial public offering of our common stock and
develop and sustain a public market for our common stock.
Effect of Penny Stock Reform Act and Rule 15g-9: Possible Inability
to Sell Our Securities in Any Secondary Market
The shares will be subject to the Penny Stock Reform Act.
* Penny Stock Reform Act. In October 1990 Congress enacted the
Penny Stock Reform Act of 1990 to counter fraudulent practices common in penny
stock transactions. Under Rule 3a51-1 of the Exchange Act a security will be
defined as a "penny stock" unless it is:
- listed on approved national securities exchanges;
- a security registered or approved for registration and traded on a
national securities exchange that meets specific guidelines, where the trade
is effected through the facilities of that national exchange;
- a security listed on NASDAQ;
- a security of an issuer that meets minimum financial requirements; or
- a security with a price of at least $5.00 per share in the transaction
in question or that has a bid quotation, as defined in the Rule, of at least
$5.00 per share.
Broker-dealer practices in connection with transactions in "penny
stocks" are regulated by penny stock rules adopted by the Securities and
Exchange Commission. The penny stock rules require a broker-dealer, prior to
a transaction in a penny stock not otherwise exempt from the rules, to deliver
a standardized risk disclosure document that provides information about penny
stocks and the risks in the penny stock market. The broker-dealer also must
provide the customer with current bid and offer quotations for the penny
stock, the compensation of the broker-dealer and its salesperson in the
transaction, and monthly account statements showing the market value of each
penny stock held in the customer's account.
In addition, the penny stock rules generally require that prior to a
20
transaction in a penny stock the broker-dealer make a special written
determination that the penny stock is a suitable investment for the purchaser
and receive the purchaser's written agreement to the transaction. These
disclosure requirements may have the effect of reducing the level of trading
activity in the secondary market for a stock that becomes subject to the penny
stock rules. We anticipate that following a successful completion of this
offering, our shares of common stock will be subject to the penny stock rules.
Under the Penny Stock Reform Act, brokers and/or dealers, prior to
effecting a transaction in a penny stock, will be required to provide
investors with written disclosure documents containing information concerning
various aspects involved in the market for penny stocks as well as specific
information about the subject security and the transaction involving the
purchase and sale of that security. Subsequent to the transaction, the broker
will be required to deliver monthly or quarterly statements containing
specific information about the subject security. These added disclosure
requirements will most likely negatively affect the ability of purchasers
herein to sell their securities in any secondary market.
* Rule 15g-9 promulgated under the Exchange Act imposes additional
sales practice requirements on broker-dealers who sell penny stocks to persons
other than established customers. For transactions covered by the rule, the
broker-dealer must make a special suitability determination for the purchaser
and receive the purchaser's written agreement to the transaction prior to the
sale. Consequently, the rule may also affect the ability of purchasers in this
offering to sell their securities in any secondary market.
Possible Issuance of Additional Securities
We may need additional financing to grow our proposed business. If we
are able to raise additional funds and we do so by issuing equity securities,
you may experience significant dilution of your ownership interest and holders
of the new securities issued may have rights senior to those of the holders of
our common stock. If we obtain additional financing by issuing debt
securities, the terms of these securities could restrict or prevent us from
paying dividends and could limit our flexibility in making business decisions.
In this case, the value of your investment could be reduced.
Other Provisions
The shares of common stock offered by this prospectus when issued, will
be duly and validly issued, fully paid and nonassessable.
You will have no preemptive rights with respect to any shares of our
capital stock or any other securities convertible into our common stock or
rights or options to purchase any such shares.
Experts Named In Registration Statement
None of the experts named herein was or is a promoter, underwriter,
voting trustee, director, officer or employee of Zurickirch Corp. Further,
none of the experts was hired on a contingent basis and none of the experts
named herein will receive a direct or indirect interest in Zurickirch Corp.
Counsel to The Issuer With Respect To the Proposed Offering
21
Amy L. Clayton, Esq.,6337 So. Highland Dr. Suite 220 Salt Lake City, Utah
84121.
Disclosure of Commission Position On Indemnification for
Securities Act Liabilities.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to our directors, officers and controlling
persons pursuant to the following provisions, or otherwise, we have 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 us of expenses incurred or
paid by a director, officer or controlling person of Zurickirch Corp. in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the shares being
registered, we 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.
Organization Within the Last Five Years
We are a start-up company and have not yet begun operating activities. As
soon as the money from this offering is made available, we expect to make all
arrangements necessary so that we can begin and expand our operations.
Description of Business
Introduction
We are a newly formed, developmental stage company, and we have not yet
engaged in our proposed business. Although our officers and directors have
had no prior experience in our proposed business, they have had experience in
numerous unrelated businesses. From their personal experience over the years
in the Salt Lake City area with various other companies, management believes
that the establishment of a new operation of health and nutritional products
through direct and retail marketing may be a successful business venture. A
brief discussion of our management's plans follows.
Zurickirch Corp.; its history and organization
Zurickirch Corp. was originally incorporated in the State of Nevada on
May 9, 1997. We intend to operate a health and nutritional supplement
business in the Rocky Mountain region, headquartered in Holladay, Utah.
It is our intention to identify appropriate clientele target markets, and
secure product manufacturing commitments following the successful completion
of this securities offering. Our proposed business is to operate the sales of
specialty health and nutritional products. After this offering has been
completed, we believe it will take approximately one or two months to complete
product manufacturing contracts, and another approximately four to six months
to complete sales test market plans and to hire and train any necessary
employees before the business will begin its operations.
22
Our formulas were designed by Howard E. Abrams, Sr., director of the
Mother Nature Research Institute and his associate scientists Dr. Robert
Morrow, M.D. and Dr. Nester Ledesma, D.P.M. Each has many years of research
expertise and formulation experience. To date the company has paid out $54,000
for the research and development costs of the formulas. In addition, Mr.
Abrams and his associates will be paid a 2% royalty for each product as it is
sold.
In comparison to many products on the market today, our formulas have
been designed with "pharmaceutical grade" ingredients, rather than just "food
grade" ingredients, which makes ours of the highest quality possible for what
we believe are the best possible results. In addition, all nutrients in these
formulas are provided in optimum amounts and are derived only from pure,
natural sources, as compared to many products which have minimal, or
substandard ingredients. Our nutrients are then mixed in essentially correct
combinations, in proper ratios and in their most bioavailable forms that
scientific research has been able to ascertain. Finally, all of our formulas
are incorporated into complete health restoration programs in order to help
provide maximum health benefits to the consumer.
Our formulation specialists were selected for their extensive background
and experience in the health and nutritional industry. Our 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. We believe our natural health and nutritional supplements could
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.
Milestones
Our plan of operation for the next twelve months is to raise funds
through the offering, finalize product manufacturing contracts, develop an
attractive marketing campaign in order to secure product sales and expand
business operations as reasonably practicable. In addition to providing
capital to help defray various start-up expenditures, management believes that
a principal use of the offering proceeds will be to provide initial working
capital necessary for operations until revenues are generated to cover such
operating expenditures. In order to achieve satisfactory business operations
management is engaging in a number of development stage and preliminary
activities. The following table outlines these activities with steps, costs,
and funding sources:
Steps to be taken Costs Funding Source
----------------- ------ ---------------
raise funds through $10,000 Previous private placement
the offering
finalize product $ 1,000 Public Offering
manufacturing contracts
develop an attractive $25,000 Public Offering
marketing campaign
23
Have products manufactured $45,000 Public Offering
for test marketing
expand business operations $20,000 Public Offering
The anticipated date of first revenues from these activities is estimated
at six months.
In support of the above mentioned activities over the next several
months, we will seek to establish a distributor network with marketing firms
involved in the nutritional supplement industry throughout the country. We
have also undertaken research efforts to potentially market our products
through the internet, with various retail markets, including health food
stores, and direct sales through a toll-free number. To date, the company has
not generated any 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.
We do however, believe the growth and vitality of the health and
nutritional industry will enhance our growth opportunities and chances for a
successful sales operation. We believe that as population grows there is
additional economic room for competing businesses to enter the market. There
is no guarantee that current growth rates will continue. They may decline
without warning.
We believe that the Rocky Mountain region has and will continue to be a
good location for the successful operation of a health and nutritional
product business. The officers and directors of Zurickirch Corp. have
substantial business contacts in the industry and believe that this will aid
us in our business efforts.
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 if 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.
If less than all the shares are sold, or if only a nominal amount is
sold the company may have serious difficulties operating. We do not have an
established source of revenue sufficient to cover our operating costs.
Therefore, our ability to continue as a going concern is dependent upon our
ability to successfully complete this offering, operate profitably and/or
raise additional capital through other means.
If we have to seek additional financing by issuing debt securities,
the terms of these securities could limit our flexibility in making business
decisions. Failure to achieve sufficient proceeds in this offering and/or
additional debt financing could render us unable to continue in business.
Industry and Market Overview
We believe that more and more consumers appear to want safer, natural
24
alternatives to the traditional prescription medications and their many
unwanted side-effects. We also believe that because of the consumers' desire
for safer, naturally effective alternatives, we may be able to compete in this
industry by offering unique, safe and effective health 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
supplement formulas in the following categories:
Weight-loss and fat management.
Cardiovascular conditions.
Antioxidant protection.
Memory enhancement and senility prevention.
Prostate protection and BHP reversal.
Impotency reversal and sexual enhancement.
Detoxification procedures.
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.
Manufacturing
We plan to have all manufacturing done in the local facilities of
25
various contract manufacturing companies. These contract manufacturers do not
make and distribute their own line of nutritional supplements. Rather, their
entire business is manufacturing products for other nutritional marketing
companies under each of their client's private labels. Agreements have been
discussed with some of these contract facilities to produce our Company's
nutritional supplements according to our exact specifications. Lead-time for
the delivery of our product orders will vary with each of these manufacturers
depending upon certain factors. In order to protect us from ever running out
of products, we have found out-of-state manufacturing facilities as well who
have said they will be willing to enter into manufacturing agreements with us
on a product by product basis. In all cases pricing will be based on
quantities of products made, and availability of raw materials.
Once our products have been manufactured, we will rent storage space from
our manufacturers, who are also able to do packaging and direct shipping to
our customers in our behalf.
Operations
The Company will initially do all administration out of our existing
office space and outsource all other operations. If our test marketing plans
are successful we will move into a moderately sized facility that will include
three to five sales, and administrative employees, along with additional
office space for computers, telephone order taking and general business
practices. We will also add an adequate warehouse and shipping department when
viable.
Marketing
We plan to market our unique line of natural herbal formulas and
nutritional supplements through the following distribution methods, as
finances will allow:
We will start with low-cost, local newspaper advertising that will focus
on "leader" products that have a wide appeal to virtually all age, income and
occupational groups. This is a proven method of advertising that has always
had a steady and predicable rate of return. All customers will be entered into
our database for future references. On a periodic basis, these customers will
be contacted by telephone to determine product satisfaction, answer questions
and introduce new products. Interested customers will receive new product
brochures through the mail.
After a sufficient clientele base has been established the company will
expand its advertising to include 30 and 60 second commercials with various
local TV and Radio stations.
Future Marketing Plans
We are 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 any of
26
these markets simultaneously without substantial additional capital.
Possible Future Business Expansion
In the event our initial operations are successful, and provided that we
are able to obtain additional required financing, we plan to expand our
business.
We believe we can benefit from economies of scale in purchasing products
in volume. We also believe we may benefit from increased brand name
recognition and customer loyalty by expanding. Our expansion plan includes
utilizing national and international marketing. No assurance can be given that
our business will be profitable and that we will be able to expand to
additional markets.
Assuming our proposed business is profitable, and we are able to expand
profitability, then our expansion would commence only when we believe
such expansion would be appropriate. The factors we deem important in this
decision will include, but not be limited to, the following factors:
- the profitability of our then existing establishment(s);
- our ability to acquire additional financing needed for expansion;
- our ability to acquire acceptable manufacturing in suitable site
locations;
- national and regional economic considerations such as interest rates,
unemployment rates, population growth and economic health of any and all
potential expansion areas.
Capital Requirements for Expansion of Business
In our discretion, we may seek capital for expansion or other
business purposes through different sources including, but not limited to:
- capital markets in the form of equity financing or debt financing;
- mergers and/or acquisitions; and
- strategic relationships with other companies including, but not limited
to, our competition.
We presently have no commitment for any such financing, and we can
give no assurance that we will be able to obtain any additional financing.
Competition
The business in which we 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 management, marketing,
and creative and financial resources. We believe 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.
27
We recognize that we will face substantial competition in establishing
our proposed health and nutritional supplements business in the Rocky Mountain
region. There are already many well established health and nutritional
businesses in Utah alone. We believe however, we will be able to compete
successfully. We intend to compete on the basis of price quality of products,
and product mix. However there is no guarantee or assurance we will be able
to successfully compete or survive financially given the competition that
exists, in the health and nutritional supplements environment.
Management's Discussion and Analysis of Plan of Operation
Overview
Zurickirch Corp., a development stage company, was originally formed on
May 9, 1997, and is now engaged in the health and nutritional supplements
business. Specifically, we intend to formulate and sell specialized health
and nutritional products beginning in the Salt Lake City, Utah area, and
expanding nationally and even internationally. Once this funding is completed
Zurickirch Corp. will start marketing and manufacturing activities and
commence sales operations of the proposed business.
We intend to offer our products in an efficient and timely manner to our
customers. We intend to offer our customers high quality nutritional products
at fair and competitive prices. We intend to compete vigorously in the health
and nutritional supplement industry initially within the Salt Lake City area.
Plan of operation
During the next 12 months, our plan of operation consists of the
following:
- Attempt to raise up to $100,000 in this offering; (three months)
- Finalize a product manufacturing agreement with a suitable
manufacturing company within the area; (one to two months)
- Begin test and target marketing of products; (two to three months)
- Hire and train approximately three to five employees; (one
to two months)
- Commence expanding sales and distribution operations;
(three to six months) and
- Work towards making the business profitable. (twelve months)
Accomplishing our 12 month plan of operations is dependent on Zurickirch
Corp. being able to raise capital by successfully completing this offering.
Becoming profitable will also depend on additional factors, some of which are
beyond our control. As of the date of this prospectus we have no commitments
for any portion of this offering.
Our current cash is sufficient to pay all the expenses of this offering.
28
Management's discussion and analysis of financial condition and results of
operation
Our activities to date have been limited to our formation, product
development study, the completion of a private placement of 895,000 shares of
our common stock for $128,495 in gross offering proceeds, and the preparation
of this offering. Product development expenses over the past 12 months were
$54,000 which consisted of research studies, formulation tests and consulting
fees. Administrative expenses for the period were $64,626. See the
accompanying audited financials "Statement of Operations".
Liquidity and capital reserves
Presently our liquid resources are sufficient to pay all of the costs of
this offering and some marketing preparations. We are dependent on completing
this offering successfully in order to obtain the funding necessary to
implement our business plan described above. Our auditors have issued a going
concern opinion in Note 4 of our audited financial statements which forms a
part of this prospectus, indicating that we do not have an established source
of revenues sufficient to cover our operating costs and to allow us to
continue as a going concern. It is our intent to complete this offering to
provide us with the funds to build and operate a health and nutritional
supplements business.
To the extent we are able to obtain substantial capital for our use and
purposes from this offering, we will be able to move out of the planning and
pre-implementation stage and proceed with our business plan.
Our business plan requires substantial funding which we are seeking
through this offering. If we successfully complete a partial offering but
raise less than the maximum offering, we do not expect to seek debt financing.
The officers and directors decided at the time of incorporation that
Zurickirch Corp. would offer shares of our common stock in an attempt to
finance our initial capital needs. We have successfully completed and closed
the sale of shares of some common stock as reflected in our financial
statements.
Together with existing funds, the net proceeds from the sale of the
offering as outlined within this prospectus, we believe we will have
sufficient working capital to meet anticipated capital needs for the next 12
months. After that, additional funds will need to be generated either from
internal operations or be obtained from equity or debt financing, for which we
have no commitments.
Since we can provide no assurance that our efforts in this offering will
be successful, we intend to actively pursue other financing or funding
opportunities. Agreements for these types of financing arrangements will only
be entered into if, in our opinion, they provide a less expensive and/or more
stable form of financing or funding. However, Failure to achieve
sufficient proceeds in this offering and/or additional debt financing could
render us unable to continue in business.
Employees
29
As of the date of this prospectus, we have no full time employees. Our
daily business affairs have been carried out by our officers and directors who
provide services on a part-time as needed basis. We anticipate that we will
begin having full time employees as soon as product manufacturing and test
marketing has been achieved, and that it will take approximately three to five
full time employees and possibly some part time employees to properly staff
the sales and distribution operation once it is completed.
Revenue
We have had no revenues from operations. In the event this offering is
successful we anticipate we will be able to complete our proposed sales and
distribution operation. We do not anticipate generating any revenues, other
than nominal interest on our cash balance, until the proposed business
operations have commenced.
Cost of operations
Our only operating costs to this point in time have been those costs
incurred in connection with Zurickirch Corp.'s formation, minimal office and
administrative expenses, and the legal, accounting, printing, and related
costs associated with our private placement offering and this offering.
Gross profits
We have had no revenues and no gross or net profits as of the date of
this prospectus.
Federal, state and local regulations
There are no special federal, state or local laws regulating the
proposed type of general business retailing that we plan to engage in and
there are no special licenses or permits required other than a general
business license since all product manufacturing will be outsourced to
government approved facilities. We intend to apply for a general business
license once this offering is complete. We expect our application to be
approved.
General business factors
We believe that future periods may be impacted by general economic
conditions and various competitive factors including competition from other
businesses providing similar products. Additionally, results could also be
affected in any given period by circumstantial revenue fluctuations, business
interruptions or unplanned for costs associated with events outside our
control.
Other considerations that could have potentially significant impacts upon
our operations include: delays in product manufacturing, changes in
governmental laws or regulations concerning health products, market demand for
our products, availability of capital resources and timing of expenditures in
anticipation of increased sales, to name a few.
External factors - competition
We face significant and formidable competition from other companies
engaged in the same type of business. Competitors range from highly organized
30
and well financed national manufacturers and distributors, to single
individually owned family enterprises. We face competition with established,
financially sound organizations with loyal clientele and name brand
recognition.
There is also no assurance that our proposed products will meet with
public acceptance. However, we believe that our proposed business can become
successful, and achieve significant name recognition in the local marketplace.
Considerations potentially impacting the business
In the event we successfully complete the maximum offering, we will be
able to implement our immediate 12 month business plan and we could also seek
and consider new opportunities. We would be better positioned to take
advantage of any new opportunities as they may arise.
Other considerations that can have a potentially significant impact
on our operations include:
- inability to attract return customers;
- changes in governmental regulations;
- market demand for our proposed products and services;
- the ability to develop and maintain helpful relationships providing
favorable terms and opportunities;
- the timely availability of capital;
- financial difficulties;
- unexpected cancellation of services; and
- general economic conditions.
General and administrative
It is anticipated that our general and administrative costs will consist
primarily of expenses associated with developing quality and economical
products, and upon completion of the test market phase, costs associated with
management of operations of our proposed sales and distribution.
Provision for income taxes
No provision, or benefit, for income taxes has been made. In the opinion
of management, future benefits arising from utilization of the net loss carry
forward cannot be reasonably estimated. No deferred asset has been
established.
Net income (loss) from operations
From inception through December 31, 2000, we have incurred a net loss
from operations of approximately $220,164.00.
31
Products
The company has initially created natural herbal formulas and nutritional
supplement formulas in the following categories:
* Weight-loss and fat management.
* Cardiovascular conditions.
* Antioxidant protection.
* Memory enhancement and senility prevention.
* Prostate protection and BHP reversal.
* Impotency reversal and sexual enhancement.
* Detoxification procedures.
* Daily nutritional requirements.
These products are expected to be available approximately 90 days from
their manufacturing orders depending on the volume and seasonal availability
of the ingredients. 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.
Description of Property
Our executive offices are located at 3960 Howard Hughes Parkway, Fifth
Floor, Las Vegas Nevada 89109. The telephone number is (801) 420-6400 and
facsimile number is (801) 272-1000. The registered and records office of the
company is also 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 nor purchasing any
property.
Certain Relationships and Related Party Transactions
Related party transactions
Office rent
We currently pay no rent per month for office space due to the space
being donated to the company from our president and director of Zurickirch
Corp. Our office consists of one room with approximately 120 square feet and
a telephone, and access to other common areas which include the use of a fax
machine, photocopy machine and conference room. Business expenses represent
office supplies as other than this filing the company is currently inactive.
The lease arrangement is on a month to month basis. The building in which our
office is located is leased to Mr. Kirch for pre-existing business purposes.
Purchase of Common Stock
The President of Zurickirch Corp. John Chris Kirch originally acquired
4,000,000 shares of common stock on May 9, 1997 for $4,000, under Regulation D
4(2) an isolated private transaction not involving a public offering.
Subsequent to this in February 1998 Mr. Kirch gifted a total of 1,000,000
32
shares to eight family members and business associates, of which Jay W. Kirch
the current secretary and director of the company received 400,000 of the
gifted shares. Additionally, Jay W. Kirch purchased 100,000 shares of common
stock in a private transaction in February 1998 for which he paid $7,000.
From May 1997 through February 1998 the company sold common stock to
five shareholders in private transactions under regulation D 4(2) receiving
$95,700 of which the five shareholders received 460,000 shares of common
stock. On September 8, 1998 Stephanie Harnicher one of our private placement
subscribers gifted a total of 40,000 shares of her stock to 15 family members
and friends.
Finally on June 7, 2000 in a self underwritten, private placement
offering the company issued 435,000 shares of common stock to 20 new
shareholders as part of a Regulation D Rule 504 private placement. The price
of this private offering was $.10 per share and the company received $43,500.
Accordingly, the company filed a form D with the Securities and Exchange
Commission on June 6, 2000, which a copy was sent back to our company stamped
received on June 12, 2000. Accounting for the fact that five shareholders were
both gifted shares and were purchasers of shares, there are now a total of 44
shareholders in the company.
Resolving conflicts of interest
The board of directors has determined that its directors are to disclose
all conflicts of interest and all corporate opportunities to the entire board
of directors. Any transaction involving a conflict of interest engaged in by
Zurickirch Corp. shall be on terms not less favorable than that which could be
obtained from an unrelated third party. A director will only be allowed to
pursue a corporate opportunity in the event it is first disclosed to the board
of directors and the board determines that Zurickirch Corp. shall not pursue
the corporate opportunity.
Market for Common Equity and Related Stockholder Matters
At present, our shares are not traded publicly. There is no assurance
that a trading market will develop, or, if developed, that it will be
sustained. A purchaser of shares may, therefore, find it difficult to
resell the securities offered herein should he or she desire to do so when
eligible for public resales. Furthermore, the shares are not marginal and
it is unlikely that a lending institution would accept the shares as
collateral for a loan.
Pursuant to this registration statement, we propose to publicly offer
a maximum of 1,000,000 shares. To date, no shares are subject to outstanding
options, warrants to purchase or securities convertible into common stock.
We have agreed to register no shares held by existing security holders for
resale.
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
33
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 offering memorandum security holders. The company has
agreed to allow offering memorandum 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 offering memorandum 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, 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
34
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 $43,500.00. A portion of the
proceeds from that 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.
Summary Compensation Table
There were no stock awards, restricted stock awards, stock options, stock
appreciation rights, long-term incentive plan compensation or similar rights
granted to any of our officers or directors. None of our officers or
directors presently holds directly any stock options or stock purchase rights.
We have no retirement, pension profit sharing, or other plan covering any of
our officers and directors.
Stock Option Plans
As of the date of this offering, we have no outstanding stock options
held directly by our officers or directors, and we have adopted no formal
stock option plans for our officers, directors and/or employees. We reserve
the right to adopt one or more stock option plans in the future. As of the
date of this offering, we have no plans to issue additional shares of our
common or preferred stock or options to acquire the same to our officers,
directors or their affiliates or associates.
Financial Statements
Our financial statements which consist of balance sheets as of December
31, 2000 (audited) and December 31, 1999 (audited), and statements
of operations, stockholders' equity and cash flows from inception on May
9,1997 through December 31, 2000 and accompanying foot notes appear on the
following pages.
35
Changes in and Disagreements with Accountants
None.
36
ANDERSEN ANDERSEN & STRONG, L.C. 941 East 3300 South,Suite202
Certified Public Accountants Salt Lake City, Utah 84106
and Business Consultants Telephone 801 486-0096
Member SEC Practice Section of the AICPA Fax 801 486-0098
Board of Directors
ZuricKirch Corp.
Salt Lake City, Utah
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have audited the accompanying balance sheet of ZuricKirch Corp.
(development stage company) at December 31, 2000 and the related statement of
operations, stockholders' equity, and cash flows for the the years ended
December 31, 2000, and 1999 and the period from May 9, 1997 (date of
inception) to December 31, 2000. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management as well as evaluating the overall 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
December 31, 2000 , and the results of operations, and cash flows for the
years ended December 31, 2000, and 1999 and the period from May 9, 1997
(date of inception) to December 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 to service its debt and 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/ Andersen Andersen and Strong
February 20, 2001
Salt Lake City, Utah
37
ZURICKIRCH CORP.
(Development Stage Company)
BALANCE SHEETS
December 31, 2000
==============================================================================
ASSETS
CURRENT ASSETS
Cash $ 204
-------------
Total Current Assets 204
-------------
PROPERTY AND EQUIPMENT - net of accumulated
depreciation - Note 2 4,200
-------------
$ 4,404
=============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable - related parties - Note 3 $ 76,475
Accrued interest payable - Note 3 1,538
Accounts payable 2,300
-------------
Total Current Liabilities 80,313
-------------
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; 4,895,000 issued and outstanding 4,895
Capital in excess of par value 139,360
Accumulated deficit during the development stage (220,164)
-------------
Total Stockholders' Deficiency (75,909)
-------------
$ 4,404
=============
The accompanying notes are an integral part of these financial statements.
38
ZURICKIRCH CORP.
(Development Stage Company)
STATEMENT OF OPERATIONS
For the Years Ended December 31, 2000 and 1999 and the
period May 9, 1997 (date of inception) to December 31, 2000
==============================================================================
Period
Dec 31, Dec 31, May 9, 1997
2000 1999 to Dec 31, 2000
------------- ------------- ---------------
REVENUES $ - $ - $ -
------------- ------------- ---------------
EXPENSES
Product development 54,000 - 54,000
Administrative 64,626 - 64,626
Interest expense 1,538 - 1,538
Depreciation 300 - 300
------------- ------------- ---------------
120,464 - 120,464
------------- ------------- ---------------
NET LOSS FROM OPERATIONS (120,464) - (120,464)
DISCONTINUED OPERATIONS - Note 1
Loss from abandoned business
activity - - (99,700)
------------- ------------- ---------------
NET LOSS $ (120,464) $ - $ (220,164)
============= ============= ===============
NET LOSS PER COMMON SHARE
Basic $ (.026) $ -
============= =============
AVERAGE OUTSTANDING SHARES
Basic 4,713,750 4,460,000
============= =============
The accompanying notes are an integral part of these financial statements.
39
ZURICKIRCH CORP.
(Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Period May 9, 1997 (date of inception) to December 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 at $.001 - May 9, 1997 2,970,000 2,970 - -
Issuance of common stock for
services at $.001 -May 9, 1997 1,030,000 1,030 - -
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 435,000 435 43,130 -
Contributions to capital by
officer - expenses - - 990 -
Net operating loss for the year
ended December 31, 2000 - - - (120,464)
---------- ---------- ---------- -----------
Balance December 31, 2000 4,895,000 $ 4,895 $ 139,360 $ (220,164)
========== ========== ========== ===========
The accompanying notes are an integral part of these financial statements.
40
ZURICKIRCH CORP.
(Development Stage Company)
STATEMENT OF CASH FLOWS
For the Years Ended December 31, 2000 and 1999, and the
Period May 9, 1997 (date of inception) to December 31, 2000
==============================================================================
Period May 9
Dec 31, Dec 31, 1997 to
2000 1999 Dec 31, 2000
------------- ------------- ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (120,464) $ - $ (220,164)
Adjustments to reconcile net loss
to net cash provided by operating
activities
Changes in accounts payable 3,838 - 3,838
Common capital stock issued
for services - - 1,030
Contribution to capital 990 - 990
Depreciation 300 - 300
------------- ------------- ------------
Net Cash From (Used)
in Operations (115,336) - (214,006)
------------- ------------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase office equipment (4,500) - (4,500)
------------- ------------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable 76,475 - 76,475
Proceeds from issuance of
common stock 43,565 - 142,235
------------- ------------- ------------
Net Increase (Decrease) in Cash 204 - 204
Cash at Beginning of Period - - -
------------- ------------- ------------
Cash at End of Period $ 204 $ - $ 204
============= ============= ============
NON CASH FLOWS FROM OPERATING ACTIVITIES
Issuance of 1,030,000 common shares for services - 1997 $ 1,030
-------
Contributions to capital by officer - expenses 990
-------
The accompanying notes are an integral part of these financial statements.
41
ZURICKIRCH CORP.
(Development Stage Company)
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 sustained a loss of $99,700 (with no
adjustment for income tax - see note 2) during its investigation of a
potential development property in the Caribbean.
The Company is in the development stage.
During May, 2000 the Company completed a private placement offering of 435,000
common shares of its capital stock for cash of $43,565.
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 December 31, 2000, the Company had a net operating loss carry forward of
$220,164. The income tax benefit of $66,049 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. Actual results could vary from the estimates that were assumed in
preparing these financial statements.
42
ZURICKIRCH CORP.
(Development Stage Company)
NOTES TO FINANCIAL STATEMENTS - continued
==============================================================================
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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.
Property and Equipment
- -----------------------
The property and equipment outlined below is depreciated using the straight
line method over five years.
Office furniture and equipment $ 4,500
Less Accumulated Depreciation 300
---------
Net 4,200
---------
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.
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, including cash and accounts
payable, are 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.
During September and October 2000 related parties advanced $76,475 to the
Company for 8% interest bearing, demand, notes payable. Interest payable has
been accrued.
An officer of the Company has furnished office space, at no charge, for six
months at $165 per month, which is considered to be the fair value. The amount
of $990 has been recognized as a contribution to capital.
43
ZURICKIRCH CORP.
(Development Stage Company)
NOTES TO FINANCIAL STATEMENTS - continued
=============================================================================
4. GOING CONCERN
The Company does not have sufficient working capital to service its debt
and to develop the products for the health care field, however, the
management has developed a strategy to obtain the additional working capital
needed through additional equity funding and long term debt which will enable
the Company to conduct operations for the coming year.
44
Inside back cover page of prospectus
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.
45
Outside back cover page of prospectus
Until ___________, 2001, all dealers that effect transactions in these
securities, whether or not participating in the 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.
No person is authorized to give any information or to make any
representation other than those contained in this prospectus, and if given or
made, such information or representation must not be relied upon as having
been authorized. This prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any securities other than the shares offered
by this prospectus or an offer to sell or a solicitation of an offer to buy
the shares in any jurisdiction to any person to whom it is unlawful to make
such an offer or solicitation in such jurisdiction
____________________________________
Up to 1,000,000 shares
Zurickirch Corp.
Common stock
________________________
Prospectus
________________________
_______________, 2001
Zurickirch Corp.
3960 Howard Hughes Parkway, Fifth Floor
Las Vegas, NV 89109
(801) 420-6400
46
Part II
Information not required in prospectus
Item 24. Indemnification of directors and officers.
The registrant's certificate of incorporation provides that the personal
liability of the directors of the registrant shall be limited to the fullest
extent permitted by the provisions the General Corporation Law of the State of
Nevada. This generally provides that no director shall be liable personally
to the registrant or its stockholders for monetary damages for breach of
fiduciary duty as a director, however, the certificate of incorporation does
not eliminate the liability of a director for (i) any breach of the director's
duty of loyalty to the registrant or its stockholders; (ii) acts or omissions
not in good faith or that involve intentional misconduct or a knowing
violation of law; (iii) acts or omissions in respect of unlawful dividend
payments or stock redemptions or repurchases; or (iv) any transaction from
which such director derives improper personal benefit. The effect of this
provision is to eliminate the rights of the registrant and its stockholders,
through stockholder's derivatives suits on behalf of the registrant, to
recover monetary damages against a director for breach of his or her fiduciary
duty of care as a director, including breaches resulting from negligent or
grossly negligent behavior, except in the situations described in clauses (i)
through (iv) above. The limitations summarized above, however, do not affect
the ability of the registrant or its stockholders to seek nonmonetary
remedies, such as injunction or rescission, against a director for breach of
his or her fiduciary duty. Insofar as indemnification for liabilities arising
under the Securities Act of 1933, as amended may be permitted to directors,
officers, or persons controlling the registrant according to the provisions
described above, the registrant has been informed that in the opinion of the
Securities and Exchange Commission (the "Commission"), such indemnification is
against public policy as expressed in the Securities Act and is,
unenforceable.
In addition, the certificate of incorporation of the registrant provides
that the registrant shall, indemnify all persons whom it may indemnify
according to Nevada Law, permits a company to indemnify an officer or director
who was or is a party or is threatened to be made a party to any proceeding
because of his or her position, if the officer of director acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the registrant and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.
The registrant's certificate of incorporation, as amended (the
"Charter"), provides that the registrant shall, to the fullest extent
permitted by applicable law, indemnify any person who was or is a party or is
threatened to be made a party to any action, suit or proceeding of the type
described above by reason of the fact that he or she is or was or has agreed
to become a director or officer of the registrant, or is serving at the
request of the registrant as director or officer of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise,
provided that with respect to any action, suit or proceeding initiated by a
director or officer, the registrant shall indemnify such director or officer
only if the action, suit or proceeding was authorized by the registrant's
board of directors or is a suit for enforcement of rights to indemnification
47
or advancement of expenses in accordance with the procedure prescribed in the
Charter. The Charter also provides that the expenses of directors and
officers incurred as a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
shall be paid by the registrant as they are incurred and in advance of the
final disposition of the action, suit or proceeding, provided that if
applicable law so requires, the advance payment of expenses shall be made only
upon receipt by the registrant of an undertaking by or on behalf of the
director or officer to repay all amounts so advanced in the event it is
ultimately determined by a final decision, order or decree of a court of
competent jurisdiction that the director or officer is not entitled to be
indemnified for such expenses under the Charter.
The registrant currently maintains no director's and officer's insurance
policy or any liability insurance concerning its officers and directors.
ITEM 25. Other Expenses of Issuance of 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, and the National Association of
Securities Dealers, Inc. 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 26. Recent Sales of Securities.
Zurickirch Corp. engaged in two offerings of securities prior to filing
this registration statement. The first offering took place between May 9,
1997 and June 30, 1997 and May 1, 2000 and June 15, 2000, and involved the
sale of 460,000 shares of common stock in 1997 in connection with the
organization of Zurickirch Corp. and 435,000 shares 1n 2000 in a private
placement offering. These shares were sold to the following persons:
Founders shares originally purchased by John Chris Kirch:
4,000,000 shares of common stock purchased by John Chris Kirch of which
400,000 shares were subsequently gifted to Jay W. Kirch
200,000 shares were subsequently gifted to Howard Abrams
140,000 shares were subsequently gifted to Gerald Curtis
60,000 shares were subsequently gifted to Matthew Foulger
70,000 shares were subsequently gifted to David Abrams
50,000 shares were subsequently gifted to Lance Musicant
40,000 shares were subsequently gifted to Ed Johnson and
40,000 shares were subsequently gifted to Michael Simmons
48
In the first private placement offering, Zurickirch Corp. sold 460,000
shares to 5 persons who are accredited investors between May 9, 1997 and June
30, 1997. These shares were sold in reliance on Section 4(2) of the
Securities Act of 1933, and were appropriately restricted as to transfer.
Subsequent to this some of this stock was gifted to 20 family members and
friends in isolated private transactions.
In Zurickirch Corp.'s second private placement offering, Zurickirch Corp.
sold 435,000 shares of its common stock to a total of 21 persons who paid
$0.10 per share, or $43,500 total, in cash to Zurickirch Corp.
With respect to the sales made in the private placement, Zurickirch Corp.
relied on Rule 504 of Federal Regulation D. No advertising or general
solicitation was employed in offering the shares. The securities were sold to
accredited investors and non-accredited investors. All non-accredited
investors who purchased in the offering are sophisticated investors. Both
accredited and non-accredited investors received a copy of Zurickirch Corp.'s
detailed private placement memorandum dated May 1, 2000. The securities were
offered for investment purposes only and not for the purpose of resale or
distribution, and the transfer thereof was appropriately restricted by
Zurickirch Corp.
ITEM 27. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(A) EXHIBITS
Exhibit
Number Description
3.1* Articles of Incorporation
3.2* By-laws
5.1** Opinion of Amy L. Clayton, Esq.
23.1*** Consent of Andersen, Andersen & Strong, L.C.
23.2** Consent of Amy L. Clayton, Esq. (contained in Exhibit 5)
24.1* Power of attorney (included on the Signature Page).
* previously filed with initial filing on form SB-2, August 3, 2000
** previously filed with the first amended SB-2, September 27, 2000
*** Filed herewith
(b) Financial statement schedules:
All applicable information is included in the audited financial statements.
Item 28. 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
49
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 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.
50
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 April 2, 2001.
Zurickirch Corp.
By: /s/ John Chris Kirch
---------------------------
John Chris Kirch, President,
Chief Executive Officer
By: /s/ Jay W. Kirch
---------------------------------
Jay W. Kirch, Secretary, Director
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
- --------------------
John Chris Kirch President, Chief Executive 4/02/2001
Officer, and Director
/s/ Jay W. Kirch
- ----------------------
Jay W. Kirch Secretary and Director 4/02/2001
51