UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2
January 17, 1997
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Bluestone Corporation
7631 Bermuda Road
Las Vegas, NV 89123
702-383-8300
Incorporated pursuant to the Laws of the State of Nevada
Primary Standard Industrial Classification Code No. NA
Internal Revenue Service Employer Identification No. 88-0369013
Registered Agent and Agent for Service:
Pacific Corporate Services
7631 Bermuda Road
Las Vegas, NV 89123
702-361-3033
Approximate date of proposed sale to the public:
Registration only, no proposed sale
CALCULATION OF REGISTRATION FEES
Title of each class Dollar amount
of securities to be Amount of
to be registered registered (1) registration fee
Common stock 3,321 $1.01
Total Registration Fee $1.01
(1) Dollar amount being registered is based is on the book value of the total
assets of the Company.
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.
Bluestone Corporation
Table of Contents
Form SB-2 Item Number and Heading Page Number
1. Front of the Registration Statement and
Outside Front Cover of Prospectus...........Cover Page
2. Inside Front & Outside Back Cover Page
of Prospectus...............................Inside Cover Page &
Table of Contents
3. Summary Information, Risk Factors...........4-6
4. Use of Proceeds.............................6
5. Determination of Offering Price.............6
6. Dilution....................................6
7. Selling Security Holders....................6
8. Plan of Distribution........................6
9. Legal Proceedings...........................6
10. Directors, Executive Officers,
Promoters and Control Persons...............6-7
11. Security Ownership of Certain Beneficial
Owners and Management.......................7
12. Description of Securities to be Registered..7
13. Interest of Named Experts and Counsel.......7
14. Disclosure of Commission position on
Indemnification for Securities
Act Liabilities.............................7
15. Organization within the Last Five Years.....7
16. Description of Business.....................7
17. Management's Discussion and Analysis or
Plan of Operation...........................8
18. Description of Property.....................8
19. Certain Relationships and
Related Transactions........................8
20. Market for Common Equity and Related
Stockholder Matters.........................8
21. Executive Compensation......................8
22. Financial Statements........................9-13
23. Changes in and Disagreements with
Accountants on Accounting and
Financial Disclosure........................14
PROSPECTUS
Bluestone Corporation
2,477,226 Shares
of
Par Value $.001 Common Stock
Bluestone Corporation, (hereinafter, "Bluestone" or the "Company")
hereby registers the shares which have been issued as a return of capital to the
shareholders of National Risk Management Group, Inc. , (hereinafter, "NRMG" ),
and to its organizers who have provided start-up capital. Bluestone is a
non-reporting Nevada corporation formed on August 14, 1996 as a subsidiary of
NRMG, a publicly owned Nevada corporation. The Company currently has no
operating business. Bluestone, in return for stock of a OTC Bulletin Board
company valued at $22,500, issued 2.25 million shares of the Company's par value
$.001 Common Stock. No shares are being offered for sale at this time.
Prior to this registration, there has been no public market for the
Common Stock. There can be no assurance that any trading market will develop.
These Securities are speculative and involve a high degree of risk.
(See "Risk Factors".)
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- --------------- ----------------- --------------------- ------------------
Price to public Underwriting discounts Proceeds to issuer
and commissions or other persons
- --------------- ----------------- --------------------- ------------------
Per Unit $ .001 .001
- --------------- ----------------- --------------------- ------------------
Total $22,500 $22,500
- --------------- ----------------- --------------------- ------------------
- --------------- ----------------- --------------------- ------------------
Total minimum
- --------------- ----------------- --------------------- ------------------
- --------------- ----------------- --------------------- ------------------
Total maximum
- --------------- ----------------- --------------------- ------------------
January 17, 1997
BLUESTONE CORPORATION
Bluestone Corporation, a non-reporting company, is a former subsidiary
of National Risk Management Group, Inc., a Nevada public company. The Company
has no current operations, and is not currently listed on any exchange. The
Company will furnish annual reports to its shareholders which will include
financial statements and such other interim reports as required by law and as
management deems appropriate. Annual reports and financial statements will be
available on written request from the company without charge.
Summary Information.
The summary information set forth immediately below should be read in
conjunction with the detailed information appearing throughout this Prospectus.
ISSUER:
Bluestone Corporation, a Nevada corporation.
7631 Bermuda Road
Las Vegas, NV 89123
(702) 383-8300
SECURITIES DISTRIBUTED:
Common Stock:
2,477,226 shares of common stock are being
distributed herewith.
Transfer Agent:
General Securities Transfer Agency, Inc.
P.O. Box 3805
Albuquerque, NM 87190
Risk Factors
AN INVESTMENT IN THESE SECURITIES INVOLVES A SUBSTANTIAL DEGREE OF RISK AND
SHOULD BE VIEWED AS SPECULATIVE. THE COMPANY IS NEWLY ORGANIZED AND HAS NO
REVENUE FROM OPERATIONS. POTENTIAL PURCHASERS SHOULD NOT INVEST IN THESE
SECURITIES UNLESS THEY CAN AFFORD THE RISK OF LOSING THEIR ENTIRE INVESTMENT.
MEMBERS OF MANAGEMENT HAVE NO SUBSTANTIVE EXPERIENCE WHATSOEVER IN MANAGING A
PUBLIC COMPANY. PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER IN ADDITION TO
THE MATTERS SET FORTH ELSEWHERE IN THIS PROSPECTUS, THE FOLLOWING RISK FACTORS
PERTAINING TO THE BUSINESS OF THE COMPANY:
Competition: The Company intends to enter a new business which has not yet
been identified.
Dependence on Key Personnel: As of the date of this prospectus, the
company is dependent on the principals to assure the continued operation of
the company.
No Operating History: The Company is newly organized and has no revenue from
operations. Accordingly, the Company faces all of the risks inherent in a new
business. There can be no assurance that the Company will be successful in
refining its operations to the degree that it will be able to operate the
business profitably.
Future Capital Needs: The Company currently has no specific arrangements for
financing. From time to time, as financial conditions so require and permit, the
company may raise funds through equity or debt financings. Any equity financing
could result in substantial dilution to the Company's then-existing
stockholders. Sources of debt financing may result in higher interest expenses.
Additional financing, if available, may be on terms unfavorable to the Company.
Dilution: If the Company should issue and sell other equity securities (see
above), it could entail substantial dilution of shareholder's equity.
No Prospect of Dividends: No dividends have been paid by the Company and the
Company does not presently intend to pay dividend in the foreseeable future.
Management presently intends to retain any earnings to help finance development
of the Company's business.
Investors to Bear Risks: All of the financial risk of the Company's proposed
business will be borne by the shareholders.
Not a Tax Shelter: There are no tax shelter benefits arising out the nature of
the Company's business.
Lack of Public Market; Possible Volatility of Share Price: Presently no public
market for the Company's Common Stock exists and there is no assurance that a
trading market will be developed or sustained. Accordingly, stockholders may
experience substantial difficulty selling such securities. Thus, the shares
distributed would most likely be a long-term investment with little, if any,
liquidity.
Conflicts of Interest: If any of the Company's officers, directors, key
employees or their affiliates generate outside business prospects deemed
attractive by the Company and in which the Company may ultimately acquire an
interest, the Board of Directors may authorize compensation to such person. No
guidelines have been adopted by the Board of Directors regarding the amount or
form of compensation to be paid in connection with the generation of such
prospects.
The Company may contract with certain of its officers, directors, key
employee or their affiliates for performance of services. Such agreements, and
any other situations involving actual or potential conflicts of interest, may
not be negotiated in arm's-length transactions. Any material transaction between
the Company and any of its officers, directors, key employees or affiliates will
be upon terms deemed by the Board of Directors (the interested Director
abstaining) to be no less favorable than terms which would be offered to
independent third parties.
Marketability of Securities: The Company's securities are likely to be covered
by a Securities Exchange rule that imposes additional sales practice
requirements on broker-dealers who sell such securities to persons other than
established customers and accredited investors (generally institutions with
assets in excess of $5,000,000 or individuals with net worth in excess of
$1,000,000). For transactions covered by the rule, the broker-dealer must make a
special suitability determination for the purchaser and receive the purchaser's
written consent to the transaction prior to the sale. Consequently, the rule may
affect the ability of shareholders to resell their securities in the secondary
market.
Risks Relating to Low-Price Stocks: The Company will apply for inclusion of the
Common Stock for listing on the OTC Bulletin Board system at an appropriate
time. Investors could find it difficult to dispose of, or to obtain accurate
quotations as to the market value of, the Company's securities. In addition, in
the absence of the securities being quoted on NASDAQ, the Company having
$2,000,000 in net tangible assets, or the Common Stock having a market price of
at least $5.00 per share, trading in the Common Stock would be covered by Rule
15c2-6 promulgated under the Securities Exchange Act of 1934 for non-NASDAQ and
non-exchange listed securities. Under this rule, broker-dealers who recommend
such securities must satisfy burdensome sales practice requirements. The
Securities Enforcement and Penny Stock Reform Act of 1990 (the "Reform Act")
also requires additional disclosure in connection with any trades involving a
stock defined as a "penny stock" (generally, according to recent regulations
adopted by the Commission, any equity security that has a market price of less
than $5.00 per share, subject to certain exceptions), including the delivery,
prior to any penny stock transaction, of a disclosure schedule explaining the
penny stock market and the risks associated therewith. The regulations governing
low-priced or penny stocks could limit the ability of broker-dealers to sell the
Company's securities and thus the ability of the stockholders to sell their
securities in the secondary market.
Use of Proceeds.
NA
Determination of Offering Price.
The price of the distribution is based on the book value of the total
assets of the Company on December 31, 1996, $3,321. There is no established
public market for the common equity being registered.
Dilution.
NA
Selling Security Holders.
NA
Plan of Distribution.
The purpose of this filing is to register the currently outstanding
shares of the Company's common stock. As such, this prospectus is an
informational document for the current shareholders and there are no
underwriters.
Legal Proceedings.
To the best knowledge of the Company, its officers and directors,
neither the Company nor any of its officers and directors are a party to any
material legal proceedings or litigation and such persons know of no material
legal proceeding or litigation contemplated or threatened. There are no
judgments against the Company or its officers and directors.
Directors, Executive Officers, Promoters and Control Persons.
The Directors and Executive Officers of the Company are set forth
below, including information relative to their ownership of common stock and
remuneration:
- ----------------- ---- ------------------------- --------------- ---------------
Name Age Position/Office Term of Office Period Served
- ----------------- ---- ------------------------- --------------- ---------------
Richard W. Lahey 49 Chairman, Board of
Directors & Pres. Until replaced Inception
& Treasurer
Rod A. Heckleman 45 Director, Secretary Until replaced Inception
Richard W. Lahey: President
Began Wall Street career in 1969 at Bankers Trust Company and
subsequently held trading and management positions at Weeden & Co, City Bank,
Continental Grain, MG Trading. Currently is a financial consultant aiding small
companies in mergers, acquisitions and financings.
Rod A. Heckelman
Twenty years experience in managing and growing recreation industry
businesses. Currently General Manager of a fitness and tennis facility with
revenues of $2 million.
Security Ownership of Certain Beneficial Owners and Management.
The Directors and Executive Officers of the Company are set forth
below, including information relative to their ownership of the Company's Common
Stock, $ .001 par value:
- ------------------------ ------------------- ----------------- ---------------
Name & Residence Address Position Number of Shares Percent of
Owned (1) Class
- ------------------------ ------------------- ----------------- ---------------
Richard W. Lahey Chairman, Board of
419 Crown Road Directors, Pres. 2,369,703 95.6 %
Kentfield, CA 94904 & Treasurer
Rod A. Heckelman Director, Secretary 25,000 .01 %
74 Ridge Avenue
San Rafael, CA 94901
(1) Except as otherwise indicated, the Company believes that the beneficial
owners of the Company's Common Stock, par value $ .001, listed, based on
information furnished by such owners, have sole investment and voting power with
respect to such shares, subject to community property laws where applicable.
Beneficial ownership is determined in accordance with the role of the Securities
and Exchange Commission and generally includes voting or investment power with
respect to securities. Shares of Common Stock subject to options or warrants
currently exercisable, or exercisable within 60 days, are deemed outstanding for
purposes of computing the percentage owned by the person holding such options or
warrants, but are not deemed outstanding for purposes of computing the
percentage of any other person.
Description of Securities:
The Company is presently authorized to issue 25,000,000 shares of
"Common Stock" . The following is a summary of certain terms of the Common Stock
but does not purport to be complete and is subject to, and qualified in its
entirety by, the provisions of the Company's Certificate of Incorporation,
Articles of Incorporation, its By-Laws and the provisions of applicable law.
Common Stock
As of the date of this Prospectus, there are 2,477,226 shares of Common
Stock outstanding out of 25,000,000 shares authorized. Holders of Common Stock
are entitled to one vote for each share held of record on all matters submitted
to a vote of the stockholders. Subject to preferences that may be applicable to
any then outstanding Preferred Stock, holders of Common Stock are entitled to
receive ratably such dividends as may be declared by the Board of Directors out
of funds legally available therefore. In the event of a liquidation, dissolution
or winding up of the Company, holders of Common Stock are entitled to share
ratably in all assets remaining after payment of liabilities and the liquidation
preference of any then outstanding Preferred Stock. Holders of Common stock have
no right to convert their Common Stock into any other securities. The common
Stock has no preemptive or other subscription rights. There are no redemption or
sinking fund provisions applicable to the Common Stock. All outstanding shares
of Common Stock are duly authorized, validly issued, fully paid and
nonassessable.
Interest of Named Experts and Counsel.
No experts or counsel have received remuneration exceeding $50,000.
Disclosure of Commission position on Indemnification for Securities Act
Liabilities.
There are no indemnification provisions.
Organization within the last five years.
Richard W. Lahey, an organizer and President of the company,
transferred to the Company shares of an OTC Bulletin Board company in exchange
for 2.25 million shares of the Company's Common Stock. The transaction was
valued at the par value of the Company's common stock, and the number of
transferred shares were determined by the closing price of the securities on the
date of the transaction.
Description of Business.
The Company was formed on August 14, 1996 as a Nevada corporation and
does not currently conduct any business.
Management's Discussion and Analysis or Plan of Operation.
The Company plans to acquire an operating company to provide a base of
operations. Such a company has not yet been identified. In the interim, the
company owns stock in an OTC Bulletin Board company which can be liquidated to
provide operating funds. Currently, the Company has no expenses other than those
required to maintain its corporate status.
Description of Property.
NA.
Certain Relationships and Related Transactions.
Richard W. Lahey, an organizer and President of the company,
transferred to the Company shares of an OTC Bulletin Board company in exchange
for 2.25 million shares of the Company's Common Stock. The transaction was
valued at the par value of the Company's common stock, and the number of
transferred shares were determined by the closing price of the securities on the
date of the transaction.
Market for Common Equity and Related stockholder matters.
There is no current public trading market for the Company's securities.
There are no outstanding options or warrants to purchase common equity. There is
no common stock which could be sold under Rule 144 other than that which the
Company may issue in the future. There is no common stock being offered to the
public. The Company believes that there are approximately 300 holders of the
Common Stock of the Company. Although there are no restrictions on dividends, no
dividends have been paid on the Common Stock and none are anticipated. The
Company can give no assurance that it will generate earnings from which cash
dividends can be paid. No dividends have been paid by the Company and the
Company does not presently intend to pay dividend in the foreseeable future.
Management presently intends to retain any earnings to help finance development
of the Company's business.
The Company's securities are likely to be covered by a Securities
Exchange rule that imposes additional sales practice requirements on
broker-dealers who sell such securities to persons other than established
customers and accredited investors (generally institutions with assets in excess
of $5,000,000 or individuals with net worth in excess of $1,000,000). For
transactions covered by the rule, the broker-dealer must make a special
suitability determination for the purchaser and receive the purchaser's written
consent to the transaction prior to the sale. Consequently, the rule may affect
the ability of shareholders to resell their securities in the secondary market.
Executive Compensation.
There is no plan or non-plan compensation earned by or paid to any
Officer or Director.
Financial Statements.
ODENBERG, ULLAKKO, MURANISHI & CO.
Accountancy Corporations
351 California Street
San Francisco, California 94104-2492
Telephone (415) 434-3744
Telecopier (415) 788-2260
January 17, 1997
To the Board of Directors of
Bluestone Corporation
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
In our opinion, the accompanying balance sheet and the related statements of
operations and retained earnings and of cash flows present fairly, in all
material respects, the financial position of Bluestone Corporation at
December 31, 1996 and the results of its operations and its cash flows for the
five month period then ended, in conformity with generally accepted accounting
principles. These financial statements are the responsibility of the Company s
management; our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit of these statements in
accordance with generally accepted auditing standards which 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, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for the opinion expressed
above.
/s/ Odenberg, Ullakko, Muranishi & Co.
BLUESTONE CORPORATION
BALANCE SHEET
December 31, 1996
ASSETS
CURRENT ASSETS
Cash $0
----------------
TOTAL CURRENT ASSETS 0
----------------
OTHER ASSETS
Marketable securities 3,321
----------------
3,321
----------------
TOTAL ASSETS $3,321
================
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable $0
Accrued liabilities 0
----------------
TOTAL CURRENT LIABILITIES 0
----------------
STOCKHOLDERS' EQUITY
Capital stock, $.001 par value, 25,000,000 shares
authorized; 2,477,226 shares outstanding 2,477
Additional paid in capital 20,023
Unrealized loss on equity security (19,179)
Retained earnings 0
----------------
----------------
$3,321
----------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
$3,321
================
See notes to financial statements.
BLUESTONE CORPORATION
STATEMENT OF OPERATIONS AND RETAINED EARNINGS
For the Five Months Ended December 31, 1996
REVENUES $0
------------------
OPERATING AND GENERAL EXPENSES
Operating Expenses 0
Administrative expenses 0
Depreciation and amortization 0
------------------
0
------------------
INCOME FROM OPERATIONS 0
------------------
OTHER INCOME (EXPENSE)
Interest income 0
Interest expense 0
Other 0
------------------
0
------------------
INCOME (LOSS) BEFORE TAXES 0
INCOME TAXES 0
------------------
NET INCOME (LOSS) 0
Retained earnings-beginning of period 0
------------------
Retained earnings- end of period $0
==================
See notes to financial statements.
BLUESTONE CORPORATION
STATEMENT OF CASH FLOWS
For the Five Months Ended December 31, 1996
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $0
Adjustment to reconcile net loss to net cash provided
by (used in) operating activities:
Depreciation and amortization 0
Increase accounts receivable 0
Decrease in rent and security deposits 0
Decrease in accounts payable 0
-------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 0
-------------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures 0
-------------
NET CASH PROVIDED BY INVESTING ACTIVITIES 0
-------------
CASH FLOWS FROM FINANCING ACTIVITIES
-------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 0
-------------
NET INCREASE (DECREASE) IN CASH 0
CASH AT BEGINNING OF PERIOD 0
-------------
CASH AT END OF PERIOD $0
=============
See notes to financial statements
BLUESTONE CORPORATION
NOTES TO FINANCIAL STATEMENTS
For the Five Months Ended December 31, 1996
Note 1 - The Company:
On August 14, 1996, Bluestone Corporation ("Bluestone" or "the Company") was
incorporated in the State of Nevada as a wholly owned subsidiary of National
Risk Management Group, Inc. Authorized capital of the Company consists of
25,000,000 shares of $.001 par value common stock.
Effective August 14, 1996, the Company issued 227,226 shares to its parent
company. Concurrently, the Board of Directors of National Risk authorized the
distribution of the Bluestone shares to National Risk's shareholders.
Note 2 - Investment in Marketable Security:
On August 15, 1996, the Company issued 2,250,000 shares of $.001 par value
common stock to the President of Bluestone in exchange for 16,364 shares of an
OTC Bulletin Board stock which had a closing market value of $22,500 on August
15, 1996.
As of December 31, 1996, the aggregate market value of the OTC Bulletin Board
stock had declined to $3,321. This equity security is considered by management
to be "available for sale" but expects to hold it through 1997. Accordingly, the
decline in value has been reflected as a separate component of stockholder's
equity.
Note 3 - Accounting Policies:
The process of preparing financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions regarding certain types of assets, liabilities, revenues and
expenses. Such estimates primarily relate to unsettled transactions and events
as of the date of the financial statements. Accordingly, upon settlement,
actual results may differ from the estimated amounts.
The carrying value of marketable equity securities is a reasonable estimate of
fair value of this financial instrument.
Changes In and Disagreements With Accountants on Accounting and Financial
Disclosure.
The Company retained the firm of Odenberg, Ullakko, Muranishi & Co.
as its principal accounting firm at its organizational meeting. There have
been no substantive consultations.
PART II- Information Not Required in Prospectus
Indemnification of Directors and Officers.
As stated in the Company's By-laws: "In accordance with Section 78.037
of the Nevada Business Corporation Code, the directors and officers of this
corporation shall not be personally liable to the corporation or its
stockholders or for damages for breach of fiduciary duty as a director or
officer, so long as the acts or omissions did not involve intentional
misconduct, fraud or a knowing violation of law or as a result of the payment of
dividends in violation of NRS 78.300."
Other Expenses of Issuance and Distribution.
NA.
Recent Sales of Unregistered Securities.
On the date of the Company's incorporation, it sold 2.25 million shares
of its unregistered common stock to Richard W. Lahey for the sum of $22,500.
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form SB-2 of our report dated January 17, 1997 on the
financial stataements of Bluestone Corporation for the period ended December 31,
1996 which appears in said Prospectus.
January 17, 1997
/s/ Odenberg, Ullakko, Muranishi & Co.
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned in the City of
Kentfield, State of California, on January 17, 1997.
Bluestone Corporation
/s/ Richard W. Lahey
- -----------------------
Richard W. Lahey, President
In accordance with the Securities Act of 1933, this registration
statement was signed by the following persons in the capacities and on the dates
stated.
/s/ Richard W. Lahey January 17, 1997
_________________________________ Date ___________________
Richard W. Lahey, President
/s/ Rod A. Heckelman January 17, 1997
_________________________________ Date ___________________
Rod A. Heckelman, Secretary