As filed with the Securities and Exchange Commission on September __, 2000
Registration No.__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
COMMERCIAL CONCEPTS, INC.
(Exact name of small business issuer as specified in its charter)
Utah 7371 87-0409620
(State or jurisdiction of (Primary Standard Industrial (I.R.S.
incorporation or organization) Classification Code Number) Identification)
324 South 400 West, Suite B
Salt Lake City, UT 84101
(801) 328-0542
(Address, including zip code, and telephone number,
including area code, of principal executive offices)
George E. Richards, Jr.
COMMERCIAL CONCEPTS, INC.
324 South 400 West, Suite B
Salt Lake City, UT 84101
(801) 328-0542
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Gregory E. Lindley
Ray, Quinney & Nebeker
79 South Main, Suite 500
Salt Lake City, UT 84111
(801) 532-1500
Approximate date of proposed As soon as practicable following
sale to the public: effectiveness of the Registration
Statement.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following: [X]
CALCULATION OF REGISTRATION FEE
- --------------------------- ---------------------- ----------------------- ---------------------- --------------------
Proposed Proposed
Title of Each Maximum Maximum
Class of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered Per Unit Offering Price Registration Fee
- --------------------------- ---------------------- ----------------------- ---------------------- --------------------
Common Stock(1) 2,083,334 $.24(5) $ 500,000 $ 132.00
Common Stock(2) 1,700,000 $.4375 $ 743,750 $ 196.35
Common Stock(3) 20,000,000 $.30(6) $ 6,000,000 $1,584.00
Common Stock(4) 2,400,000 $.30(6) $ 720,000 $ 190.08
Common Stock 360,000 $.30(6) $ 108,000 $ 28.51
Total 26,543,334 -- $ 8,071,750 $2,130.94
- --------------------------- ---------------------- ----------------------- ---------------------- --------------------
1 Issuable upon the conversion of Convertible Notes. Also registered hereunder
are an indeterminate number of additional shares of Common Stock that may
become issuable by virtue of anti-dilution provisions of the Convertible
Notes.
2 Issuable upon the exercise of warrants issued in connection with the initial
placement of the Convertible Notes at an exercise price of $.4375 per share.
Also registered are an indeterminate amount of additional shares of Common
Stock that may become issuable by virtue of anti-dilution provisions in the
warrants.
3 Issuable pursuant to the terms of a Private Equity Line of Credit Agreement
pursuant to which the registrant can require investors to purchase up to
$6,000,000 of Common Stock. Also registered hereunder are an indeterminate
number of additional shares of Common Stock that may become issuable by
virtue of anti-dilution provisions of the Private Equity Line of Credit
Agreement.
4 Issuable upon the exercise of warrants that may be issued in connection with
the purchase of Common Stock pursuant to the Private Line of Credit Agreement
discussed in paragraph 3 above. Also registered hereunder are an
indeterminate number of additional shares of Common Stock that may become
issuable by virtue of anti-dilution provisions in the warrants.
5 Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 457(c). The amount is 80% of the last closing price for the
registrant's Common Stock on August 25, 2000.
6 Pursuant to Rule 457, estimated solely for purposes of calculating the
registration fee.
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, as amended, or until the registration statement shall
become effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
2
P R O S P E C T U S
COMMERCIAL CONCEPTS, INC.
26,543,334 Shares
----------------
Investing in Commercial Concepts involves significant risks.
Investors need to read the "Risk Factors" beginning on page 3.
----------------
Neither the Securities and Exchange Commission nor states securities
regulators have approved or disapproved these securities, or determined
if this prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
-----------------
o This is an offering of 26,543,334 shares of common stock of Commercial
Concepts, 2,083,334 of which may be sold upon the conversion of convertible
notes, 4,100,000 shares of which may be sold upon exercise of warrants,
360,000 shares of which may be sold by a selling security holder and up to
20,000,000 shares that may be sold by selling security holders who will
purchase shares from Commercial Concepts pursuant to a Private Equity Line
of Credit Agreement. All of the shares are being offered by the selling
security holders named in this Prospectus. We will not receive any of the
proceeds from the sale of 360,000 shares of the shares of the common stock,
although we would receive approximately $6,743,750 if all of the warrants
are exercised and all 20,2000,000 shares are purchased under the Private
Equity Line of Credit Agreement.
o Our common stock is traded on the Nasdaq OTC Bulletin Board under the
symbol "CMEC." On August 25, 2000, the last reported sales price of the
common stock was $.30.
The date of this Prospectus is ____________, 2000.
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PROSPECTUS SUMMARY
Commercial Concepts
Commercial Concepts is a Utah corporation that develops software. Its major
products are PictureBase(C), an imaging software program, used to electronically
capture medical images generated by equipment used in medical produces, and
Wavescreen(C), an interactive Screen Saver. Commercial Concepts has recently
begun to generate revenues although it has yet to be profitable.
The Offering
Securities Offered: 26,543,334 shares of common stock.
Use of Proceeds: We will not receive any proceeds from the sale of
the shares of common stock by the selling security
holders, although we will receive approximately
$6,743,750 if all of the warrants underlying
shares of which are being registered in this
offering are exercised and all the shares are
purchased under the Private Equity Line of Credit
Agreement. See "Use of Proceeds."
Risk Factors: An investment in our common stock involves a high
degree of risk and should be made only after
careful consideration of the significant risk
factor that may affect us. Such risks include
special risks concerning us and our business. See
"Risk Factors."
[Please proceed to the next page]
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DESCRIPTION OF BUSINESS
History and Development of Commercial Concepts
We were incorporated in the State of Utah on March 1, 1984 to engage in
the milling and recovery of precious minerals. In November 1997, our last mining
asset, an option to acquire mining property, expired. As a result, we changed
our business focus by acquiring the rights to certain software products
developed to fix computer date recognition problems associated with the year
2000. We acquired computer equipment and hired software developers to refine and
further develop the program. The software tests the internal clock found in
personal computers each time the clock is turned on to determine if the date is
correct. We hold a registered copyright for this software which we began
marketing in April 1998. Because of our late entry into the market, lack of name
recognition and a limited marketing network, our sales of the Y2K software were
insignificant and with the advent of the year 2000 have been discontinued.
The computer equipment acquired and software developers we hired to
develop the Y2K software provided the means for us to become a software
development and technology company. Building on this foundation, Commercial
Concepts hired a new President and Chief Executive Officer in March 1999, a new
Executive Vice President in July 1999 and a new Chief Financial Officer in
February 2000. In June 1999 we acquired 100% of the stock of Advice Productions,
Inc., a graphic design company specializing in customized video marketing and
training tools. From this acquisition, we acquired certain assets that enable us
to create customized compact discs. The acquisition, however, did not provide
all the benefits we anticipated. As a result, effective February 29, 2000 we
dissolved Advice Productions and conveyed certain assets to the previous owners
of Advice Productions in return for reconveyance to us of a portion of the
shares of stock that we paid to these owners in June 1999.
Products and Services
Our primary focus is on the development of proprietary "platforms" that
serve as a base for subsequent development of "canned" software programs. Until
recently our primary source of revenue came from the development of customized
software and products for clients. Our programmers develop customized software
programs to meet specific needs such as data entry and retrieval, multi media
and internet-based information dissemination. We generally retain all rights,
title and interest in the customized software we develop, including source
codes, with the expectation that we may revise and improve such programs so the
programs can be "canned" and sold to other customers. We are currently
developing several proprietary software products. Certain of these products will
be introduced into the general marketplace beginning in late 2000.
Imaging Software
We contracted with Intermountain Health Care to develop imaging
software to capture medical images generated by equipment used in medical
procedures such as ultra-sound, catheter cameras, MRIs and CAT scans. The
software is designed to store images generated
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during medical procedures in real time on a computer network that can be linked
to the internet. The software permits physicians and administrators to access
and annotate the images during or after the procedure from any computer on the
network. We believe that the market for medical applications of PictureBase(C)
includes hospitals and clinics worldwide where surgical or otherwise invasive
medical procedures are performed. Due to the breadth and variety of the
potential market for PictureBase(C), we do not expect to be dependent on any one
customer or small group of customers.
IHC paid Commercial Concepts a fee to help finance the development, in
exchange for up to thirty operating room licenses. We retain all rights, title
and interest to the software and its source code. We have filed a patent
application to protect the source code that is pending.
Beta testing at IHC's Cottonwood Hospital commenced in March 2000 and
was successfully completed in May 2000. As a result, IHC is exercising its
option for thirty CCI Picture Base operating room licenses. In June 2000, IHC
entered into a five-year agreement with Commercial Concepts to purchase up to an
additional 300 units of PictureBase(C) at a discounted price per unit. IHC will
also receive free upgrades to PictureBase(C) during the five-year period. In
exchange, Commercial Concepts will continue to have access to IHC facilities for
ongoing research and development of PictureBase(C).
Commercial Concepts expects to market and distribute PictureBase(C)
through specialized medical distribution channels. We are in discussions with
representatives of medical distributors but no definitive agreement has been
reached at this time. Until such distribution channels are established, we will
market PictureBase(C) directly to hospitals.
PictureBase(C) 1.0 is the version currently being marketed. We intend
to maintain an ongoing program of research and development to constantly improve
and enhance this product's functionality and marketability. PictureBase(C)
version 2.0 is being developed and will include video streaming and improved
data compression technology. Additional improvements are expected with later
versions.
We perform ongoing research to identify and analyze possible
competition for PictureBase(C). Commercial Concepts has identified certain
products that have similarities to PictureBase(C) and may be considered
competition. However, our research has found no competing products with a
material technical advantage compared to PictureBase(C). Competing products that
have been identified appear to be substantially more expensive to own and/or
operate than PictureBase(C). Based on our research, we are confident that
PictureBase(C) is competitive both technically and economically within the
current marketplace.
PictureBase(C) is a non-invasive product used to assist and improve the
compilation, storage and dissemination of medical data. Because it has no
diagnostic or treatment capabilities, no Food and Drug Administration approval
is required for the installation and operation of PictureBase(C) in its intended
medical environment. Commercial Concepts is aware that certain medical
distributors require that all products carried by that distributor must be
documented as FDA-compliant, even though FDA compliance may not be required for
a particular application. As a result, we believe that proper documentation of
FDA compliance
6
will enhance the marketability of PictureBase(C). We are currently investigating
the process required to attain and document FDA compliance.
Screen Saver Technology
We have developed technology for an interactive screen-saver for which
a patent is pending. This screen saver software "Wavescreens(C)" is interactive
using our "Push-Pull" technology. Wavescreens(C) permits network administrators
of host organizations to place any image or text they choose on the computer
screen and to change or update the images as often as they desire. This is the
"push" portion of our technology. At all times the installed Wavescreens(C)
monitors when it appears on its host screen. When Wavescreens(C) is activated,
two advertisements are located at the top of the screen. Wavescreens(C)
maintains a log of when the screen saver viewer places a cursor on the exhibited
advertisements and/or clicks on an ad for detailed information or the hot link
to the advertiser's website. Each time the individual screen saver's host
computer is connected to the internet, Wavescreens(C) uploads this accumulated
data to our server. This represents the "pull" portion of our technology.
We believe that there are several uses for Wavescreens(C). Schools,
colleges and other organizations can use Wavescreens(C) to raise funds from
advertising as well as to disseminate information. Parents of school children
can increase their awareness of school activities by downloading the screensaver
on their home or office computer systems. Second, businesses can use the screen
saver to disseminate information and control what employees have on their
computer screens when they are not in use since the program records when the
screen saver appears.
Commercial Concepts expects to generate revenues from advertising and
placement commissions. The primary revenue source will be advertising. The
Wavescreens(C) that appear on each host network screen will have two boxes at
the top of the screen reserved for advertising. The revenues from one box will
accrue to the host network and the revenue from the second box will accrue to
Commercial Concepts. It is expected that each individual host for Wavescreens(C)
will find their own paying advertisers for the advertising box allocated to the
host. In situations where the host is unwilling or unable to find its own
advertisements, we will place advertisements on behalf of the host, at the
host's written request, in exchange for a 20% advertising placement commission.
Based on our initial market research, advertisers are paying two cents
per impression per day for internet banner advertisements. We believe, although
we have only conducted limited research, that advertisers will pay at least one
cent per impression for Wavescreen(C) advertising, plus additional fees for
documented "hits" to the advertiser's website and/or discount offers. Each
Wavescreen(C) will have 90 5-second advertising slots for each of the two screen
advertising boxes, which will rotate in a loop continuously through the day. If
the advertising slots are completely sold, we expect to have gross revenue of
approximately one dollar per day per operating screen, which represents the
revenue from the advertising box allocated to us.
7
We believe that public and private schools as well as colleges and
universities are primary customers for Wavescreens(C). Nationwide, many schools
would like to increase their computer-to-student ratio. Unfortunately, budget
constraints frequently prevent schools from acquiring the desired computers.
Installation of Wavescreens(C) combined with sale of the host school's available
advertising slots could provide the funding for new computers, if desired, as
well as other uses. We have received substantial interest from school districts
we have contacted to use the Wavescreens(C) program as a vehicle to acquire more
computers for student education.
The new computers desired by host schools will have to be purchased
from each school's future Wavescreens(C) advertising revenues. We believe it is
unlikely that independent financing institutions will accept the risk of leasing
computers to public school districts using this revenue stream as collateral.
Also, Commercial Concepts does not intend to take direct ownership of personal
computers in order to lease them to interested school districts, using the
Wavescreens(C) advertising revenue for payment. To facilitate the acquisition of
new computers by Wavescreen(C) host schools and thereby increase the
attractiveness of the Wavescreen(C) program, we plan to establish a
financing/leasing entity independent of Commercial Concepts, to have
responsibility for these transactions.
We face competition in the screen saver market from numerous
competitors, some of which have greater resources than us. There is technology
presently in the market that permits network administrators to place any image
they choose on the computer screen and to update or change the images as often
as they desire. We do not know of any screen saver software in the market that
is interactive in a manner similar to our product. To be exact, none of the
existing screen saver software keeps a record of when the screen saver appears
and the demographics of the viewer logged onto the computer viewing the screen
saver. We believe the interactive features of our Wavescreens(C) program will
give us a competitive advantage.
In March 2000, we commenced a pilot program of Wavescreens(C)
installations with three local schools and other non-profit organizations. The
purpose of this pilot program is to gather detailed, documented data on actual
system performance and the effectiveness of screen saver advertisements in
preparation for our full-scale product introduction in fall 2000. Local and
regional commercial organizations have placed advertisements. All advertising
revenues received during the course of the pilot program are remitted to the
participating schools and non-profit groups.
Electronic Brochures
Using photos, logos, advertising and other information provided by
clients, and the templates we have designed, we create customized presentations
and advertising on compact discs. The compact discs are designed to replace
traditional printed advertising and brochures, and even business cards. The
compact discs come in a variety of designs (the most common of which is a disc
the size of a business card) and can be uniquely packaged for each client.
Because we use pre-designed templates, the compact discs can be created at an
affordable cost of between $2,000 and $4,000. The average price of similar
compact discs from our local competitors is approximately $10,000. Our lower
production costs give us a strategic advantage.
8
We are developing software that will permit clients to create their own
presentations using the software further reducing production costs. This
software is expected to be introduced in the near future.
Sales and Marketing
We have five full-time sales and marketing persons who are compensated
with a combination of salary and commissions, but expect to rely on wholesale
distributors and sales persons with established distribution networks and
contacts to market our products as they are developed. Such persons or
organizations will be paid on a commission basis.
We intend to market our products based on their high value-added
benefits to the user and ongoing service, and not on basis of price. We believe
our products are priced very favorably with competitors that have been
identified.
Employees
As of July 31, 2000, we had fourteen full- and part-time employees. No
union or other collective bargaining group represents our employees. Management
believes relations with our employees are good.
SPECIAL NOTE REGARDING
FORWARD-LOOKING STATEMENTS
Information in this prospectus may contain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934. This information may involve
known and unknown risks, uncertainties and other factors that may cause our
actual results, performance or achievements to be materially different from
projected results, performance or achievements expressed or implied by any
forward-looking statements. These factors include the risks described in "Risk
Factors." Forward-looking statements, which involve assumptions and describe our
future plans, strategies and expectations, are generally identifiable by use of
the words "may," "should," "expect," "could," "anticipate," "estimates,"
"believe," "intend," or "project" or the negative of these words or other
variations on these words or comparable terminology.
RISK FACTORS
The Securities offered herein involve a high degree of risk.
Accordingly, before deciding to purchase, investors should carefully consider
the following risk factors along with the other matters discussed herein.
9
If our products are not accepted by either our customers or distributors
We will not be able to generate sufficient revenues to be profitable.
Our various products compete in highly competitive markets. Our prospects for
success will therefore depend upon our ability to successfully market our
products either directly to customers or through distributors who may be
inhibited from doing business with Commercial Concepts because of their
commitment to other products. As a result, demand and market acceptance for our
products is subject to a high level of uncertainty. We currently have limited
financial, personnel and other resources to undertake the extensive activities
that will be necessary to produce and market our products. There is no assurance
that we will be able to formalize expanded marketing arrangements or that its
marketing efforts will result in substantial additional revenues. See
"Business."
Investors must rely on our current management for the success of their
investment
We are dependent upon members of our current management. The stability
and growth of Commercial Concepts would be significantly compromised if members
of management were unable or unwilling to perform these responsibilities.
We must be able to manage our anticipated rapid growth or investors may lose
their investment
Our ability to manage rapid expansion and to integrate strategic
business alliances and joint ventures has not been tested and may not be
successful. Our PictureBase(C) and Wave Network(C) products will both initiate
national market introductions in fall 2000. This is an ambitious schedule and
will strain our administrative, operational and financial resources. To manage
the expected growth, CCI must implement systems and hire, train and manage its
employees. Because we have limited management depth, experienced senior and
middle management personnel may have to be employed. We may not be able to hire
or retain qualified personnel.
If we are unable to generate income, we will be forced to try and raise
additional money
In order for Commercial Concepts to develop, both internally and
through acquisitions, significant additional funding will be required. A failure
by us to generate or raise sufficient funds, may require Commercial Concepts to
delay or abandon some or all of our future expansion plans or expenditures or
reduce the scope of some or all of our present operations, which could have a
material adverse effect on our financial condition, results of operations and
cash flow. We cannot predict at this time whether any additional financing will
be in the form of equity or debt, or be in another form. We may not be able to
obtain the necessary additional capital on a timely basis or on acceptable
terms, if at all. In any of these events, we may be unable to implement our
current plans.
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Because the software industry is so volatile, our products may become obsolete
The markets for the technology and products developed by Commercial
Concepts are characterized by rapid changes and evolving industry standards
often resulting in product obsolescence or short product life cycles. As a
result, competing companies may be developing technologies or products of which
we are unaware that may be functionally similar, or superior, to some or all of
those we have developed. These companies may have substantially greater
financial, technical, personnel and other resources than we do and may have
established reputations for success in the development and sales of their
products. Our ability to effectively compete will depend on our ability to
continually enhance and improve our products and technology, to adapt our
products to be compatible with specific products manufactured by others, and to
successfully develop and market new products and technology. There is no
assurance that we will be able to compete successfully, that our competitors or
future competitors will not develop technologies or products that render our
products and technology obsolete or less marketable or that we will be able to
successfully enhance our products or technology or adapt them satisfactorily.
If we are unable to obtain patent protection for our products, we may not be
able to keep our products from being copies or used by others
We have applied for patents on our imaging and screen saver products.
We have patent pending status with our PictureBase(C) and Wavescreens(C)
products. There is no assurance that if final patents are granted that any
patents will afford us commercially significant protection of our technologies,
or that we will have adequate resources to enforce our patents. We also intend
to seek foreign patent protection. With respect to foreign patents, the laws of
other countries may differ significantly from those of the United States as to
the patentability of our products or technology. The degree of protection
afforded by foreign patents may be different than those in the United States.
Patents in the United States are maintained in secrecy until patents issue, and
since the publication of discoveries in the scientific or patent literature
tends to lag behind actual discoveries by several months, we cannot be certain
that we will be the first creator of inventions covered by any patent
applications we make or the first to file patent applications on such
inventions.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of shares of
common stock owned by the selling security holders, although we will receive
approximately $6,743,750 if all of the warrants are exercised and all of the
shares are purchased under the Private Equity Line of Credit Agreement. If the
warrants are exercised and the shares purchased under the Private Equity Line of
Credit Agreement, we will use the net proceeds for the funding of potential
acquisitions, working capital and general corporate purposes. All proceeds from
the sales of shares of common stock owned by the selling security holders will
be for their own account. See "Selling Security Holders."
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DESCRIPTION OF PROPERTY
We conduct our business operations at 324 South 400 West, Suite B, Salt
Lake City, Utah, where we have approximately 7,105 square feet of office space
under lease through February 29, 2004. The space we lease represents
approximately 65% of leaseable space in the building. Under the terms of the
lease, we pay $6,143 per month, which amount increases by 4% annually. There is
no renewal option under the terms of this lease.
DIRECTORS, EXECUTIVE OFFICERS,
PROMOTERS AND CONTROL PERSONS
The following table sets forth the name, office and age of each officer
and director of Commercial Concepts:
------------------------- -------------------------- ------
Name Title Age
George E. Richards, Jr. Chairman, President & CEO 37
Scott G. Adamson Executive Vice President 43
and Director
Karl A. Hansen CFO, Secretary & Director 47
Lee R. Kunz. Sr. Director 73
Lee Greenberg Director 44
------------------------- -------------------------- ------
George E. Richards
George E. Richards has served as Chief Executive Officer and a director
since March 1, 1999. Since June 1996, Mr. Richards has served as the President
and Director of Richards & Associates, Inc., a financial consulting firm of
which Mr. Richards is the sole shareholder. From May 1993 to June 1996, Mr.
Richards was employed by The Goldenberg Group, Inc., a division of Plygem, Inc.
Mr. Richards attended Cal State Fullerton.
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Scott G. Adamson
Scott G. Adamson has served as Executive Vice President and a director
since July 1999. Since 1986, Mr. Adamson has served as the President and a
director of SGA Financial Group, Inc., a financial company that he founded to
provide project and debt financing, and currency conversion services. From 1981
to 1986, Chase Manhattan employed Mr. Adamson in its Latin American division as
a second Vice President. Mr. Adamson received a Bachelors of Science in Business
Administration from Weber State University in 1979 and a Masters of
International Management from the American Graduate School of International
Management in 1981.
Karl A. Hansen
Karl A. Hansen has served as Chief Financial Officer and director since
February 2000. He is a Certified Public Accountant. From June 1999 to February
2000, Mr. Hansen served as a consultant with RHI Management Resources, providing
financial consulting services to an Internet related company. From December 1997
to May 1999, Mr. Hansen served as CFO of East European Imports, Inc., a
Miami-based importation company. From December 1987 to 1997, Mr. Hansen served
as CFO of two related mining companies, American Pacific Mining Company and
Jordex Resources, Inc. From 1977 to 1987, Mr. Hansen worked in financial
positions with Ernst & Young, Salomon Brothers and Lever Brothers. Mr. Hansen
received a Bachelor of Science degree in Management from Rensselaer Polytechnic
Institute and a Bachelor of Science degree in Accounting from the Rochester
Institute of Technology 1977.
Lee R. Kunz, Sr.
Lee R. Kunz Sr. has served as a director since April 2000. He is the
retired CEO of Kunz Construction Company. Mr. Kunz served for 19 years on a
hospital Board of Directors and has been associated with the development of
biological and pharmaceutical companies.
Lee Greenberg
Lee Greenberg was President of the west coast subsidiary of Ply Gem
Industries, CEO of the Lion Group in the United States, and a top executive with
TCII. Mr. Greenberg has also served as CEO of the American Israel Chamber of
Commerce in the Western US and as President of The American Israel Economic
Education Foundation in the Western United States. Mr. Greenberg received a
Bachelor's degree from the University of Hartford and a law degree from
Pepperdine University.
If any outside director is requested to perform services for Commercial
Concepts beyond normal service as a director, such director will be compensated
for the performance of such services at rates to be agreed upon by such director
and Commercial Concepts.
There are no family relationships between any directors or executive
officers of Commercial Concepts.
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Compliance With Section 16 Reporting Obligations
The directors and executive officers of Commercial Concepts are
required under the Securities Act of 1934 to file reports with the Securities
and Exchange Commission evidencing their ownership of, and their current
transactions in, Commercial Concepts' equity securities. This is a personal
obligation of the executive officers and directors. Based on information
provided to Commercial Concepts from a review of the SEC EDGAR database, it
appears that all directors and executive officers filed these reports in a
timely manner through the period ending July 31, 2000.
Market for Common Equity and Related Stockholder Matters
Our common stock currently trades on the NASDAQ Bulletin Board where it
has been listed since March 9, 2000. Between October 20, 1999 and March 9, 2000,
the quotation was transferred off the NASDAQ Bulletin Board to the National
Quotation Bureau's "Pink Sheets" pursuant to NASD Eligibility Rule 6530 issued
on January 4, 1999, which provides that issuers who do not make current filings
pursuant to Sections 13 and 15(d) of the Securities and Exchange Act of 1934 are
ineligible for listings on the NASDAQ Bulletin Board. Subsequent to October 20,
1999, we prepared a complete registration statement that brought our filing
status to current and permitted the March 9, 2000 re-listing to the NASDAQ
Bulletin Board.
The following table sets forth the high and low bid prices for shares
of our common stock for the periods noted, as reported by the National Daily
Quotation Service and the NASDAQ Bulletin Board. Quotations reflect inter-dealer
prices, without retail mark-up, markdown or commission and may not represent
actual transactions. There was no trading of our common stock prior to the
second quarter of the 1999 fiscal year.
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- -------------------------------------- ------------------------------------ ------------------------------------------
Bid Prices
Fiscal Year Period ----------------------- ------------------
High Low
- -------------------------------------- ------------------------------------ ----------------------- ------------------
February 28, 2001 First Quarter 1.10 0.28
- -------------------------------------- ------------------------------------ ----------------------- ------------------
February 29, 2000 Fourth Quarter 0.31 0.08
Third Quarter 0.20 0.06
Second Quarter 0.54 0.04
First Quarter 1.25 0.13
- -------------------------------------- ------------------------------------ ----------------------- ------------------
February 28, 1999 Fourth Quarter 1.40 0.08
Third Quarter 2.98 1.25
Second Quarter 3.0 2.50
- -------------------------------------- ------------------------------------ ----------------------- ------------------
As of May 31, 2000, we had 26,691,064 shares of its common stock issued
and outstanding, and there were 304 record stockholders. As of the date hereof,
we have not paid or declared any cash dividends. Management has followed the
policy of retaining any and all earnings to finance the development of the
business. Such a policy is likely to be maintained as long as necessary to
provide working capital for our operations.
MANAGEMENT'S DISCUSSION AND ANALYSIS
General
The following discussion and analysis of our financial condition and
results of operations should be read in conjunction with the financial
statements (including the notes thereto), and the other information included
elsewhere herein. Our fiscal year runs from March 1 through the last day of
February.
Effective March 1, 1998, we began earning revenues and were no longer
classified as a development stage company.
RESULTS OF OPERATIONS
Fiscal Quarter Ended May 31, 2000 Versus May 31, 1999
Sales decreased by $37,503 to $18,207 for the three months ended May
31, 2000 from $55,709 for the three months ended May 31, 1999. The decrease was
the result of our decision to concentrate activity on the development and
testing of new products instead of customizing software and computer products
for clients.
15
Marketing and selling expenses increased by $1,550 to $1,750 for the
three months ended May 31, 2000 from $200 for the comparable period in 1999. In
the comparable period in 1999, we had not yet commenced significant marketing
efforts for our Quick Fixx 2000 software. We expect our marketing and selling
expenses to increase in future periods as we acquire or develop additional
technology products and services.
Salaries and wages increased by $74,154 to $98,268 in the three months
ended May 31, 2000 from $24,114 in the comparable period in 1999. This increase
was largely offset by a $66,781 decline in consulting fees between the periods,
$90,281 to $23,500. Over the last twelve months, we moved to replace consulting
expenditures with employee salaries. Remaining general and administrative
expenses other than marketing, salaries and consulting fees increased by $9,692
or 16% to $72,617 for the three months ended May 31, 2000 from $62,295 for the
comparable period in 1999. The increase reflects our increased levels of
activity related to our product development program.
Our expenditures for services paid for with restricted common stock
increased $134,140 to $153,298 for the three months ended May 31, 2000 compared
to $19,158 for the comparable period in 1999. These expenditures using
restricted common stock recognized the efforts of certain of our programmers and
management in the development of our products and systems.
We capitalized $231,997 in product development expenditures in the
three months ended May 31, 2000. Two of our proprietary software products were
in active beta testing throughout the three-month period, as a final step before
commercial release. In accordance with Generally Accepted Accounting Principles,
all costs related to this testing period have been capitalized. There were no
product development expenditures capitalized in the comparable period for 1999.
Liquidity and Capital Resources for the
Quarter Ended May 31, 2000 Versus May 31, 1999
At May 31, 2000, we had cash and other current assets of $31,950
compared to cash and other current assets of $111,501 at May 31, 1999. The
decrease of $79,551 results primarily from enhanced levels of development
expenditures only partially offset by various private placements of our common
stock.
We borrowed $15,000 from an individual and an additional $10,000 from a
second individual, neither of which are shareholders of the Corporation, in
August of 1999, pursuant to promissory notes, at the rate of 10% per annum with
each note being respectively due and payable on February 12, 2000 and February
16, 2000. Both promissory notes remained outstanding at year-end and both were
converted into restricted common shares in April of 2000.
During the three months ended May 31, 2000, we generated $650,000 from
the sale of 1,508,434 restricted common shares. Of this amount, $220,500 was
received as cash with the remainder as notes or subscriptions receivable. We
issued 1,999,000 shares of restricted common stock in lieu of cash for various
services through the three months ending May 31, 2000.
16
Fiscal Year Ended February 29, 2000
Compared to the Fiscal Year Ended February 28, 1999
Sales increased by $196,606 to $261,263 for the year ended February 29,
2000 from $64,657 for the year ended February 28, 1999. This increase was the
result of sales of Quick Fixx 2000 software and customized software and computer
products for clients. Cost of sales increased from $31,336 to $81,797 as the
result of increased sales. Gross margins on sales increased from 52% to 69% as a
result of our emphasis on higher margin client software projects and improved
production techniques.
Marketing and selling expenses decreased by $35,785 or 87%, to $5,214
for the year ended February 29, 2000 from $40,999 for the comparable period in
fiscal year 1999. This decrease was the result of focusing our sales efforts for
Quick Fixx 2000 on the domestic market and only paying commissions and royalties
on product that was actually bought and paid for. Most client software projects
were not subject to commission payments. We expect our marketing and selling
expenses to increase in future periods as it acquires or develops additional
technology products and services.
General and administrative expenses other than marketing expenses
increased by $304,570 or 95% to $624,162 for the fiscal year ended February 29,
2000 from $319,572 for the fiscal year ended February 28, 1999. This increase
was a result of an increase in the number of employees and consultants engaged
by Commercial Concepts as well as travel expenses. We expect that such expenses
will continue to increase as our operations expand and develop.
We did not incur research and development expenses for the fiscal year
ended February 29, 2000, nor in the fiscal year ended February 28, 1999. Our
practice is to emphasize development of future software products from the
proprietary product platforms we develop. We develop proprietary software
internally, but all related costs are expenses until the developed product
enters the beta testing stage. From the point commercial beta testing commences
until the commercial viability of a product is established, additional
development for that product will be capitalized. Our research and development
expenses to date have been substantially paid for by customers who retain us to
develop customized software programs. We typically retain all rights to the
software we develop.
During the fiscal year ended February 29, 2000, we incurred $5,513 of
expenses in connection with the settlement of a lawsuit by Rex Pitcher, a
selling shareholder, against Commercial Concepts based upon the sale by a former
officer of Commercial Concepts of stock of Commercial Concepts held by that
officer to Mr. Pitcher. The former officer allegedly made promises and incurred
obligations that he could not legally fulfill.
17
Fiscal Year Ended February 28, 1999
Compared to the Fiscal Year Ended February 28, 1998
For the first time in its operating history, we generated revenue from
sales in fiscal year 1999. The amount of such revenue was $64,657. This was the
result of sales of Quick Fixx 2000 software. Costs of such sales equaled
$31,336.
Although we did not generate revenue until fiscal year 1999, we did
incur marketing and selling expenses in the prior fiscal year. Marketing and
selling expenses increased by $35,999 or 720% to $40,999 for the fiscal year
ended February 28, 1999 from $5,000 for the fiscal year ended February 28, 1998.
This increase was the result of increased marketing efforts. We expect to
continue to increase our marketing and selling efforts as we acquire or develop
additional technology products and services and as the current products are
taken to market.
General and administrative expenses other than marketing expenses
increased by $277,821 or 665% to $319,572 for the 1999 fiscal year end from
$41,751 for the 1998 fiscal year end. This increase was a result of an increase
in the number of employees and consultants employed by Commercial Concepts as
well as legal expenses. We expect that such expenses will continue to increase
as our operations expand, but at a slower rate as we continue to develop.
There were no research and development costs in fiscal year 1999.
LIQUIDITY AND CAPITAL RESOURCES
At February 29, 2000, Commercial Concepts had cash and other current
assets of $75,973 as compared to cash and other current assets of $94,535 at
February 28, 1999. The decrease of $18,562 results primarily from greater
product development efforts not fully offset by revenue from sales and various
private placements of our common stock. The decrease was also caused in part by
increased general and administrative costs and payments on debt obligations.
During the year ended February 29, 2000, we acquired various equipment through
the use of capital leases. As of February 29, 2000, we had $17,432 in long-term
obligations resulting from capital leases.
We borrowed $20,000 from an individual who is not a Commercial Concepts
shareholder in December 1999, pursuant to a promissory note at the rate of 10%
per annum being due and payable December 9, 2000.
We generated $155,000 from the private placement of 700,000 shares of
common stock in March 1999. Additional private placements through the remainder
of the year totaling 1,700,000 shares yielded $178,000. We issued 10,987,350
shares of common stock in lieu of cash for various services through the year
ending February 29, 2000 totaling $384,564. From August 26, 1998 to November 28,
1998, we raised a total of $310,000 from a private placement of our common
stock.
18
Financial Statements
The response to this Item is submitted in a separate section to this
report. See F-1.
Changes in and Disagreements with Accountants
On August 31, 1999, Commercial Concepts terminated its independent
auditor relationship with David T. Thomson, P.C.
Thomson's report on the financial statements of Commercial Concepts for
the fiscal year ended February 28, 1998, did not contain an adverse opinion or a
disclaimer of opinion, and was not qualified or modified as to uncertainty,
audit scope or accounting principles. The Thomson report for the fiscal year
ended February 28, 1998, contained a statement as to the ability of Commercial
Concepts to continue as a going concern. Other than the foregoing, there were no
adverse opinions or disclaimers of opinions, or qualifications or modifications
as to uncertainty, audit scope or accounting principles.
During the fiscal years ended February 28, 1997, 1998, and 1999, and
the period March 1, 1999 through August 31, 1999, there were no disagreements
with Thomson on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures or any reportable events.
On September 5, 1999, we engaged Fitzgerald Sanders, LLC ("Fitzgerald")
as our independent auditors to audit and report on the financial statements for
the fiscal year ended February 28, 1999.
The decision to change accountants was approved by the Board of
Directors. We authorized Thomson to respond fully to Fitzgerald's inquiries
concerning Commercial Concepts.
Prior to engaging Fitzgerald, neither Commercial Concepts nor anyone
acting on its behalf consulted with Fitzgerald regarding the application of
accounting principles to any specified transaction or the type of audit opinion
that might be rendered on our financial statements. In addition, during our
fiscal years ended February 29, 2000 and February 28,1999 and 1998, neither
Commercial Concepts nor anyone acting on its behalf consulted with Fitzgerald
with respect to any matters that were the subject of a disagreement or a
reportable event.
Executive Compensation
We have no deferred compensation plan. The following sets forth a
summary of cash and non-cash compensation for each of the last three fiscal
years ended February 29, 2000 and February 28, 1999 and 1998. Beginning in
fiscal year 2001, we have instituted a performance-based bonus plan for
management.
19
- ----------------------------------------------------------------------------------------------------------------------
Summary Compensation Table
- ----------------------------------------------------------------------------------------------------------------------
Long-Term
Annual Compensation Compensation Awards
- ---------------------------------- ---------- ------------------------- --------------------------- ------------------
Restricted
Name and Fiscal Salary Bonus Stock Options/ All Other
Principal Position Year $ $ Awards $ SARs # Compensation
- ---------------------------------- ---------- ------------ ------------ -------------- ------------ ------------------
George E. Richards, Jr. 2000 $120,000(1) $11,800(2) -- -- --
Chief Executive Officer 1999 $ 10,000(3) -- -- -- --
1998 -- -- -- -- --
- ---------------------------------- ---------- ------------ ------------ -------------- ------------ ------------------
Scott G. Adamson 2000 $ 73,233(4) $34,900(5) -- -- --
Executive Vice President 1999 -- -- -- -- --
1998 -- -- -- -- --
- ---------------------------------- ---------- ------------ ------------ -------------- ------------ ------------------
1 $72,000 paid in cash and $48,000 deferred. Deferred compensation payable by
Commercial Concepts to Mr. Richards in fiscal year 2001. Payment of
deferred wages will be with cash or, at the option of Mr. Richards, in
common stock valued at the average closing price of the common shares of
Commercial Concepts during the periods in which Mr. Richard's compensation
was deferred.
2 Bonus paid in stock. On December 23, 1999 we issued 147,500 restricted
shares to Mr. Richards, valued at $.08 per share as reported at "Certain
Relationships and Related Transactions."
3 Salary paid in stock. On February 3, 1999 we issued 50,000 shares, valued
at $.20 per share as reported at "Certain Relationships and Related
Transactions."
4 $25,305 paid in cash and $47,928 deferred. Deferred compensation is payable
by Commercial Concepts to Mr. Adamson in fiscal year 2001 under the same
conditions as described for Mr. Richards in paragraph 1 above.
5 Bonus amount consists of $9,900 paid in stock and $25,000 deferred. On
December 23, 1999 Commercial Concepts issued 123,750 shares of restricted
common stock to Mr. Adamson, valued at $.08 per share as reported at Item
"Certain Relationships and Related Transactions." The deferred bonus
compensation is payable by Commercial Concepts to Mr. Adamson in fiscal
year 2001 under the same conditions as described for Mr. Richards in
paragraph 1 above.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information with respect to the
beneficial ownership of our common stock as of May 31, 2000 by (a) each person
known to us to be the beneficial owner of more than 5% of our common shares; (b)
each of our directors; (c) each executive officer; and (iv) all the directors
and executive officers as a group (5 persons). As of May 31, 2000, we had
26,691,064 shares of common stock issued and outstanding.
20
- ----------------------------------------------------------------------------------------------------------------------
Security Ownership of Beneficial Owners
- ----------------------------------------------------------------------------------------------------------------------
Number of Percent
Name Address Shares Owned of Class
- ---------------------------------------- --------------------------------------- --------------------- ---------------
George E. Richards, Jr. 1992 S. Chokecherry 2,147,500 8.1%
Bountiful, UT 84010
- ---------------------------------------- --------------------------------------- --------------------- ---------------
Scott G. Adamson 2485 S. Elaine Dr. 1,521,750 5.7%
Bountiful, UT 84010
- ---------------------------------------- --------------------------------------- --------------------- ---------------
Ron Poulton Trustee of 136 East South Temple 1,736,000 6.5%
Tech Trust Suite 1700-A
Salt Lake City, UT 84111
- ---------------------------------------- --------------------------------------- --------------------- ---------------
Wilfred E. Blum 1756 East Wasatch Blvd. 1,541,337(1) 5.8%
Sandy, UT 84092
- ---------------------------------------- --------------------------------------- --------------------- ---------------
Karl A. Hansen 225 South 200 West 1,050,000(2) 3.9%
Salt Lake City, UT 84101
- ---------------------------------------- --------------------------------------- --------------------- ---------------
Lee Kunz Denver, CO 1,500,000 5.6%
- ---------------------------------------- --------------------------------------- --------------------- ---------------
Lombardi Research 47 East 400 South 4,000,000 15.0%
Foundation Salt Lake City, UT 84111
- ---------------------------------------- --------------------------------------- --------------------- ---------------
All officers and directors 6,219,250 23.3%
as a group (5 persons)
- ---------------------------------------- --------------------------------------- --------------------- ---------------
1 Consists of 941,337 shares held by Blum, Inc., a Utah corporation, of which
Mr. Blum is a controlling shareholder; 300,000 shares held by Laura Blum;
100,000 shares held by Amber Blum; 100,000 shares held by Karli Blum; 100,000
shares held by Kerri Blum (all immediate family of Mr. Blum).
2 Mr. Hansen will return 300,000 shares if his employment with Commercial
Concepts is terminated prior to January 1, 2001.
21
DESCRIPTION OF SECURITIES
We are authorized to issue 50,000,000 shares of common stock with $.001
par value. A proposal to increase our authorized shares to 75,000,000 will be
voted upon during our annual shareholder's meeting scheduled for September 5,
2000. The holders of the common stock are entitled to one vote per each share
held and have the sole right and power to vote on all matters on which a vote of
stockholders is taken. Voting rights are non-cumulative. The holders of shares
of common stock are entitled to receive dividends when, as and if declared by
the Board of Directors, out of funds legally available therefore and to share
pro-rata in any distribution to shareholders. We anticipate that any earnings
will be retained for use in our business for the foreseeable future. Upon
liquidation, dissolution, or winding up of Commercial Concepts, the holders of
the common stock are entitled to receive the net assets after distributions to
the creditors. The holders of common stock do not have any pre-emptive right to
subscribe for or purchase any shares of any class of stock. The outstanding
shares of common stock and the shares offered hereby will not be subject to
further call or redemption and will be fully paid and non-assessable.
Indemnification of Directors and Officers
Commercial Concepts' articles of incorporation provide that the Company
will indemnify any officer, director or former officer or director, to the full
extent permitted by law. This could include indemnification for liabilities
under securities laws enacted for shareowner protection. Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of Commercial Concepts
pursuant to the foregoing 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.
We are required pursuant to the Utah Revised Business Corporation Act
to indemnify our officers and directors from liability to the extent that such
officer or director is successful in defense of any proceedings. Our Articles of
Incorporation and By-laws do not alter this statutory protection or provide any
additional protection from liability. Under the Utah Revised Business
Corporation Act, we may purchase and maintain insurance on behalf of any
director or officer against any liability asserted against him and incurred by
him in any capacity.
Certain Relationships and Related Transactions
On October 21, 1999, Karl Hansen accepted an offer to become the Chief
Financial Officer of Commercial Concepts. Our offer included a bonus of 500,000
restricted common shares. The bonus was increased by an additional 500,000
shares on May 31, 2000. If Mr. Hansen's employment is terminated prior to
January 1, 2001, 300,000 shares will be returned. Between October 21, 1999 and
May 31, 2000, Mr. Hansen purchased 50,000 common shares of Commercial Concepts.
22
Lee Kunz, a director since April 2000, purchased 300,000 common shares
for $24,000 in November 1999, on behalf of L&B Charitable Trust, a Colorado
trust. Mr. Kunz, on behalf of L & B Charitable Trust, on or about February 2000
also purchased 500,000 restricted common shares for $75,000. On or about January
2000, Mr. Kunz on behalf of L & B Charitable Trust purchased 200,000 restricted
common shares for $20,000. The 200,000 shares acquired by L & B Charitable Trust
were a part of the 2,198,000 shares issued to Scott G. Adamson, the Executive
Vice President, in August 1999. The shares were endorsed to L & B Charitable
Trust in March 2000.
On or about April 18, 2000, L&B Charitable Trust purchased 500,000
restricted common shares for $100,000. The funds will be remitted to Commercial
Concepts at the rate of $20,000 per month over five months. The purchase price
also included two-year warrants to purchase an additional 500,000 common shares
of Commercial Concepts at a price of $0.50 in the first year and $0.75 in the
second year.
Ron Poulton, the trustee of Tech Trust, a shareholder owning more than
5% of the outstanding shares of stock, rendered legal services to Commercial
Concepts from 1985 to November 1999. Legal fees and expenses paid or payable to
Mr. Poulton in the twelve-month period ended February 29, 2000 totaled $28,988
and totaled $57,862 and $5,700 for the fiscal years ended February 28, 1999 and
1998, respectively.
On December 23, 1999, we issued 147,500 shares of common stock to
Richards & Associates, Inc., a Utah corporation, of which George E. Richards,
Jr., President and Chief Executive Officer, is the sole shareholder; 123,750
shares to Scott Adamson, Executive Vice President; 69,300 shares to Larry D.
Rogers, Vice President; and an aggregate of 134,500 shares to all other
employees as year-end employment bonuses.
On December 15, 1999, we agreed to issue an option to purchase 500,000
shares of common stock, at an exercise price of $0.104 per share, to Wilfred
Blum, then a director, as repayment of $52,000 of reimbursements and other
expenses allegedly owed by us to Mr. Blum. We have negotiated a written
agreement regarding the same with Mr. Blum.
In August of 1999, we reached an oral agreement with Cybercenters
International, Inc., a principal shareholder of which is Scott Adamson, an
Executive Vice President, to acquire all of the issued and outstanding stock of
Cybercenters after February 28, 2000. As part of the transaction, we issued
342,000 shares of stock to three shareholders of Cybercenters in consideration
of an oral agreement by such persons to pay an aggregate of $18,642. Mr. Adamson
was issued 2,198,000 shares of common stock in consideration of an oral
agreement to pay $131,880. The foregoing obligations are not due and payable
until the stock is sold. Mr. Adamson subsequently endorsed 800,000 of the
2,198,000 common shares issued to him to other investors for the benefit of
Commercial Concepts. All funds realized by such sales were remitted directly to
us and partially offset Mr. Adamson's indebtedness to us. No interest accrues on
the obligations.
23
In July of 1999, Richards & Associates, Inc., a Utah corporation, of
which Mr. Richards is the sole shareholder, and Wilfred Blum, then a director,
each pledged 2,000,000 shares of stock personally held by them (for an aggregate
amount of 4,000,000 shares) to Lombardi Research Foundation to secure a
short-term loan to Commercial Concepts in the amount of $30,000. The proceeds of
the loan were used to finance a business development trip to China and to
purchase assets. The loan was to be repaid on or before August 1999. When the
loan was not repaid by August 1999, Lombardi Research Foundation caused all
4,000,000 shares to be transferred to it pursuant to a security agreement. The
shares pledged by Richards & Associates to secure the loan were issued to it on
May 5, 1999 as described below. The shares pledged by Mr. Blum however, were
issued to Mr. Blum by our transfer agent at Mr. Blum's request without the
approval of the Board of Directors. Since all of the proceeds of the loan were
used for our benefit, on December 23, 1999, we issued 2,000,000 shares of common
stock to Richards & Associates to replace the shares that were transferred to
Lombardi. We did not issue replacement shares to Mr. Blum. We have also
implemented certain procedures to prevent the issuance of stock without the
approval of the Board of Directors.
On May 5, 1999, we issued 2,000,000 shares of common stock to Richards
& Associates, Inc., a Utah corporation, of which our current Chief Executive
Officer and President, George E. Richards, Jr., is the sole shareholder, in
consideration of an oral agreement to pay Commercial Concepts $120,000. The
obligation is not payable until the shares of stock are sold and no interest
accrues on the obligation.
On January 25, 1999, we issued 2,000,000 shares of restricted common
stock valued at $.06 per share, for a total amount of $120,000 to Wilfred Blum,
then a director and the Chief Executive Officer and President. Of the shares
issued, 1,600,000 shares or $96,000 worth of stock was issued for services
rendered during the fiscal year ended February 28, 1999, and 400,000 shares, or
$24,000 worth of stock was issued to repay cash advances to Commercial Concepts.
On or about July 1999, we loaned $12,340 to Mr. Blum. No note was executed for
this advance. The loan did not bear interest. The loan was repaid in calendar
year 2000.
On February 3, 1999, we issued 50,000 shares of restricted common stock
valued at $.20 per share, for a total amount of $10,000 to Richards &
Associates, Inc., a Utah corporation, of which Mr. George E. Richards, Jr., the
current Chief Executive Officer and President, is the sole shareholder, for
services rendered by Mr. Richards to Commercial Concepts during the fiscal year
ended February 29, 1999.
Selling Security Holders
The table below sets forth certain information regarding the beneficial
ownership of the common stock by the selling security holders and as adjusted to
give affect to the sale of the shares offered in this prospectus.
24
- ---------------------------------- ----------------------- ------------------- ---------------------
Selling Shares Owned Shares Shares Owned
Security Holder Before Offering Offered After Offering
- ---------------------------------- ----------------------- ------------------- ---------------------
Rex Pitcher 360,000 360,000 -0-
The Keshet Fund L.P. 4,637,500 4,637,500 -0-
Keshet L.P. 4,195,834 4,195,834 -0-
Nesher Ltd. 6,625,500 6,625,000 -0-
Talbiya B. Investments Ltd. 10,725,000(1) 10,725,000 -0-
- ---------------------------------- ----------------------- ------------------- ---------------------
1 Includes warrants to purchase 4,100,000 shares.
Plan of Distribution
The shares of common stock offered hereby by the selling security
holders may be sold from time to time by the selling security holders, or by the
pledges, donees, transferees and other successors in interest. These pledges,
donees, transferees and other successors in interest will be deemed "selling
security holders" for the purposes of this prospectus. The shares of common
stock may be sold on one or more exchanges or in the over-the-counter market
(including the OTC Bulletin Board); or in privately negotiated transactions.
The shares of common stock may be sold to or through brokers or
dealers, who may act as agent or principal, or in direct transactions between
the selling security holders and purchasers. In addition, the selling security
holder may, from time to time, sell short the common stock, and in these
instances, this prospectus may be delivered in connection with the short sale
and the common stock offered hereby may be used to cover the short sale.
Transactions involving brokers or dealers may include, without
limitation, the following:
o ordinary brokerage transactions;
o transactions in which the broker or dealer solicits
purchasers;
o block trades in which the broker or dealer will attempt to
sell the shares of common stock as agent but may position and
resell a portion of the block as principal to facilitate the
transaction; and
o purchases by a broker or dealer as a principal and resale by
such broker or dealer for its account.
25
In effecting sales, brokers and dealers engaged by the selling security
holders or the purchasers of the shares of common stock may arrange for other
brokers or dealers to participate. These brokers or dealers may receive
discounts, concessions or commissions from the selling security holders and/or
the purchasers of the shares of common stock for whom the broker or dealer may
act as agent or to whom they may sell as principal, or both (which compensation
as to a particular broker or dealer may be in excess of customary commissions).
Commercial Concepts is bearing all of the costs relating to the
registration of the shares of common stock other than certain fees and expenses,
if any, of counsel and other advisors to the selling security holders. Any
commissions, discounts or other fees payable to brokers or dealers in connection
with any sale of the shares of common stock will be borne by the selling
security holders, the purchasers participating in the transaction, or both.
Any shares covered by this prospectus which qualify for sale pursuant
to Rule 144 under the Securities Act of 1933, as amended, may be sold under Rule
144 rather than pursuant to this prospectus.
EXPERTS
The balance sheet of Commercial Concepts, Inc. as of February 29, 2000
and the related statements of operations, stockholders' deficit and cash flows
for the period ended February 29, 2000, included in this prospectus, have been
included herein in reliance on the report of Fitzgerald Sanders, LLC,
independent certified public accountants, given on the authority of that firm as
experts in accounting and auditing.
LEGAL MATTERS
Ray Quinney & Nebeker PC has passed on certain legal matters for
Commercial Concepts in connection with this offering. No attorney at Ray Quinney
& Nebeker is related by blood or otherwise to any affiliate of Commercial
Concepts, nor does any attorney at Ray Quinney & Nebeker beneficially own any of
the securities of Commercial Concepts.
WHERE CAN YOU FIND ADDITIONAL INFORMATION
A Registration Statement on Form SB-2, including amendments thereto,
relating to the units offered hereby has been filed with the Securities and
Exchange Commission. This prospectus does not contain all of the information set
forth in the registration statement and the exhibits and schedules thereto.
Statements contained in this prospectus as to the contents of any contract or
other document referred to are not necessarily complete and in each instance
reference is made to the copy of such contract or other document filed as an
exhibit to the registration statement, each such statement being qualified in
all respects by such reference. For further information with respect to
Commercial Concepts and the shares offered hereby, reference is made to such
registration statement, exhibits and schedules. A copy of the registration
statement may be inspected by anyone without charge at the commission's
principal office located at:
26
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Northeast Regional Office: Securities and Exchange Commission
7 World Trade Center, 13th Floor
New York, NY 10048
Midwest Regional Office: Securities and Exchange Commission
Northwest Atrium Center,
500 West Madison Street,
Chicago, IL 60661-2511
Copies of all or any part thereof may be obtained from the public
reference branch of the commission upon the payment of certain fees prescribed
by the commission. The commission also maintains a site on the worldwide web at
http://www.sec.gov that contains information regarding registrants that file
electronically with the commission.
Exhibits and Reports on Form SB-2
The following Exhibits are filed herewith pursuant to Rule 601 of
regulation S-B or are incorporated by reference to previous filings.
Exhibit No. SEC Reference Document
---------- ----------------------
2.1 Articles of Incorporation*
2.2 Bylaws*
10.1 Lease Agreement, dated November 10, 1999*
10.2 Office Building Lease, dated February 18, 1999*
10.3 First Amendment to Office Building Lease, dated October 5,
1999*
10.4 Agreement to Develop Software, dated June 27, 1999*
10.5 Settlement Agreement and General Release with Larry Rogers**
24.1 Consent of Fitzgerald Sanders, LLC
* Incorporated by reference from Registration Statement
on Form 10, as filed on March 6, 2000
** Incorporated by reference from Form 10-KSB, as filed on
May 30, 2000
27
Financial Statements and
Supplementary Information
Commercial Concepts, Inc.
Three months ended May 31, 2000 and 1999
With Accountants' Review Report
28
Commercial Concepts, Inc.
Financial Statements and
Supplementary Information
Three months ended May 31, 2000 and 1999
Contents
Accountants' Review Report............................................... F-2
Financial Statements
Balance Sheets........................................................... F-3
Statements of Operations................................................. F-4
Statements of Cash Flows................................................. F-5
Schedules of General and Administrative Expenses......................... F-6
Notes to Reviewed Financial Statements................................... F-7
F-1
Accountants' Review Report
Board of Directors
Commercial Concepts, Inc.
Salt Lake City, Utah
We have reviewed the accompanying balance sheets of Commercial Concepts, Inc. as
of May 31, 2000 and 1999, and the related statements of operations and cash
flows for the three months then ended, in accordance with Statements on
Standards for Accounting and Review Services issued by the American Institute of
Certified Public Accountants. All information included in these financial
statements is the representation of the management of Commercial Concepts, Inc.
A review consists principally of inquiries of company personnel and analytical
procedures applied to financial data. It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements in order for them to be in
conformity with generally accepted accounting principles.
Our review was made primarily for the purpose of expressing limited assurance
that there are no material modifications that should be made to the basic
financial statements in order for them to be in conformity with generally
accepted accounting principles. The supplementary information contained in the
schedule of general and administrative expenses is presented for purposes of
additional analysis and is not a required part of the basic financial
statements. Such information has been subjected to the inquiry and analytical
procedures applied in our review of the basic financial statement, and we are
not aware of any material modifications that should be made to the information.
The accompanying financial statements as of May 31, 2000, have been prepared
assuming that the Company will continue as a going concern. As discussed in Note
3 to the financial statements, the Company has suffered recurring losses from
operations and has limited working capital. These factors raise substantial
doubt about its ability to continue as a going concern. Management's plans
regarding those matters also are described in Note 3. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.
/s/ FITZGERALD SANDERS
FITZGERALD SANDERS
August 17, 2000
F-2
COMMERCIAL CONCEPTS, INC.
BALANCE SHEETS
May 31, 2000 and 1999
ASSETS 2000 1999
------------ ------------
CURRENT ASSETS
Cash in bank $ 6,521 312
Accounts receivable 15,425 97,055
Inventory - 4,500
Prepaid expenses 10,004 9,634
------------ ------------
Total current assets 31,950 111,501
EQUIPMENT
Equipment 96,930 66,095
Less: accumulated depreciation (28,316) (10,613)
Property and equipment, net 68,614 55,482
------------ ------------
OTHER ASSETS
Investment in software development 231,997 -
Software marketing rights 100 100
------------ ------------
TOTAL ASSETS $ 332,661 167,083
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 259,644 18,205
Advances payable 1,850 18,000
Short term debt 28,513 -
------------ ------------
Total Current Liabilities 290,007 36,205
LONG TERM DEBT 16,303 -
STOCKHOLDERS EQUITY
Common Stock, $.001 par value, 50,000,000 shares
authorized, 26,691,064and 12,671,420 shares issued and
outstanding, respectively 26,746 12,671
Due from shareholders for sale of company stock (630,423) (120,000)
Additional paid-in capital 2,973,593 1,565,203
Accumulated Deficit (2,343,565) (1,326,996)
------------ ------------
Total Stockholders' Equity 26,351 130,878
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 332,661 167,083
============ ============
See accompanying notes and accountants' report
F-3
COMMERCIAL CONCEPTS, INC.
STATEMENTS OF OPERATIONS
Three Months Ended May 31, 2000 and 1999
2000 1999
------------ ------------
REVENUES:
Sales $ 18,207 55,709
Less cost of goods sold (4,558) (11,708)
------------ ------------
Gross Profit 13,649 44,001
EXPENSES:
General and Administrative Expenses 196,135 177,520
Services provided for common stock 153,298 19,158
Depreciation 5,506 3,400
------------ ------------
Total Expenses 354,939 200,078
------------ ------------
NET LOSS FROM OPERATIONS (341,290) (156,077)
------------ ------------
OTHER INCOME
Interest 512 -
------------ ------------
NET LOSS $ (340,778) (156,077)
============ ============
NET LOSS PER SHARE $ (.01) (.01)
============ ============
See accompanying notes and accountants' report.
F-4
COMMERCIAL CONCEPTS, INC.
STATEMENTS OF CASH FLOWS
Three Months Ended May 31, 2000 and 1999
2000 1999
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss from current operations $ (340,778) (156,077)
Items not requiring current cash flows:
Services paid in stock 153,298 19,161
Depreciation 5,506 3,400
Changes in assets and liabilities:
(Increase) in prepaid expenses (3,013) (9,634)
(Increase) decrease in accounts receivable 22,386 (44,915)
(Decrease) increase in accounts payable (17,982) (40,650)
(Decrease) increase in accrued expenses 8,500 3,194
Increase (decrease) in advances payable 1,850 (31,000)
------------ ------------
Net Cash Flows used in Operating Activities (170,233) (256,521)
CASH FLOWS FROM INVESTING ACTIVITIES
Increase in investment in software development (73,997) -
Purchase of equipment (3,790) (28,062)
------------ ------------
Net Cash Flows used in Investing Activities (77,787) (28,062)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Cash proceeds from sale of stock 220,500 198,000
Stockholder loans, net 2,870 9,200
------------ ------------
Net Cash Flows from Financing Activities 223,370 207,200
------------ ------------
NET DECREASE IN CASH (24,650) (77,383)
CASH AND CASH EQUIVALENTS AT BEGINNING
OF PERIOD 31,171 77,695
------------ ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 6,521 312
============ ============
SUPPLEMENTAL INFORMATION:
CASH PAID DURING THE PERIOD FOR INTEREST $ 7,693 -
============ ============
NON CASH TRANSACTIONS
Shares issued for services and software
development $ 153,298 19,161
============ ============
See accompanying notes and accountants' report.
F-5
COMMERCIAL CONCEPTS, INC.
Schedules of General and Administrative Expenses
Three Months Ended May 31, 2000 and 1999
2000 1999
------------ ------------
Accounting $ 4,000 -
Taxes and licenses 535 20
Consulting fees 23,500 90,281
Postage and deliveries 209 1,583
Salaries and wages 98,268 24,114
Insurance 6,921 2,777
Investor relations 3,723 577
Legal 7,828 5,186
Maintenance and repairs 1,493 515
Marketing 1,750 200
Meals and entertainment 605 151
Office Supplies 4,133 2,138
Rental equipment 424 -
Tools 2,557 1,937
Telephone 3,889 7,881
Travel 5,764 37,633
Rent 16,028 2,310
Utilities 219 138
Other Expenses 14,289 79
------------ ------------
Total General and Administrative Expenses $ 196,135 177,520
============ ============
See accompanying notes and accountants' report.
F-6
COMMERCIAL CONCEPTS, INC
NOTES TO FINANCIAL STATEMENTS
May 31, 2000 and 1999
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
Business Operations The Company creates proprietary software platforms. From
these platforms individual internet related database software products are
developed. As each product completes beta testing the Company seeks a
distribution partner to market and provide ongoing support for the product.
Development Stage Classification - Commercial Concepts, Inc. was incorporated in
the state of Utah on March 1, 1984. Until February 28, 1998, the Company was
classified as a development stage company because it had not commenced planned
principal operations and did not have operational revenues, but only sold its
common stock to the public. In November 1997, the Company experienced a change
in its Board of Directors and management. Under the new management, the Company
engaged in the purchasing of computer software products and in marketing and
distributing them, and effective March 1, 1998, has been an operating company
not subject to development stage company disclosures.
The Company has elected a February fiscal year end for accounting and reporting
purposes.
Cash Equivalents - The Company considers all highly liquid investments with a
maturity of three months or less when purchased to be cash equivalents.
Use of Estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Equipment - The cost of equipment is depreciated over the estimated useful lives
of the related assets. The cost of leasehold improvements is depreciated
(amortized) over the lesser of the length of the related leases or the estimated
useful lives of the assets. Depreciation is computed on the MACRS method for
financial reporting and income tax purposes.
Capitalization of Software Development Costs - The Company's policy is to
expense research and development costs until technological feasibility is
reached and all related research and development activities are completed,
subsequent production expenses to bring the product to market are then
capitalized. Capitalization of software costs is discontinued when the product
is available for general release to customers.
Income Taxes - Deferred income tax assets and liabilities are computed annually
for differences between the financial statement and tax bases of assets and
liabilities that will result in taxable or deductible amounts in the future
based on enacted tax laws and rates applicable to the periods in which the
differences are expected to affect taxable income. Valuation allowances are
established when necessary to reduce deferred tax assets to the amount expected
to be realized. Income tax expense is the tax payable or refundable for the
period plus or minus the change during the period in deferred tax assets and
liabilities.
F-7
COMMERCIAL CONCEPTS, INC
NOTES TO FINANCIAL STATEMENTS
May 31, 2000 and 1999, CONTINUED
NOTE 2 - SOFTWARE DEVELOPMENT COSTS
2000 1999
------------ ------------
Balance, beginning of period $ - -
Current period capitalized costs 231,997 -
------------ ------------
Net capitalized software development costs $ 231,997 -
============ ============
No amortization of capitalized software costs have been provided for in the
accompanying statements of operations because the software products are still in
testing and are not available as yet for sale to customers.
NOTE 3 - GOING CONCERN
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplates continuation of the
Company as a going concern. However, the Company has sustained substantial
losses. In addition, the Company has used almost all of its working capital and
has stockholders' deficits from inception, which raise substantial doubt as to
the Company's ability to continue as a going concern.
In view of these matters, continued existence of the Company is dependent upon
its ability to develop working capital and to attract equity investment, in
order to meet current and future creditors' demands and to attain future
profitable operations. In order to develop additional working capital and
attract continued equity investment the Company has reorganized management,
formulated a new business plan, and developed and marketed new business
products. As of July 18, 2000, the company has initiated a $6,500,000 equity
line of credit with a private investment group. The equity line of credit will
be formalized upon Securities and Exchange Commission acceptance of the
Company's SB-2 registration statement. Management believes that the actions
presently being taken will provide the opportunity for the Company to continue
as a going concern.
F-8
COMMERCIAL CONCEPTS, INC
NOTES TO FINANCIAL STATEMENTS
May 31, 2000 and 1999, CONTINUED
NOTE 4 - INCOME TAXES
Deferred tax assets and liability comprised the following at May 31, 2000 and
1999:
2000 1999
---------- ----------
Deferred tax asset:
Net operating loss carryforwards $ 623,431 340,550
Deferred tax liability
Net deferred tax benefit before allowance valuation (623,431) (340,550)
---------- ----------
Federal and state net deferred tax benefit $ 0 0
========== ==========
For federal and state purposes the Company has unused net operating loss carry
forwards to offset future taxable income which expire as follows:
Year Ending
February 28 Federal State
----------- --------- -----
2001 $ 8,617 1,364
2002 14,355 249,924
2007 548 221,790
2008 115 457,099
2009 123 831,904
2010 3,863 -
2011 1,464 -
2012 250,024 -
2013 221,890 -
2019 457,199 -
2020 832,004 -
------- ---------
$1,790,202 1,762,081
========== =========
No provision for income taxes has been made in the accompanying financial
statements due to operating losses.
NOTE 5 - NOTES PAYABLE Long
Current Term Total
--------- -------- --------
Demand note payable due shareholder, no
interest rate or repayment terms have
been established. No note has been
executed for this loan. $ 3,999 - 3,999
Note payable to individual, dated
December 9, 1999, due December 9, 2000
at 10% interest annually. Terms include
option to convert 200,000 shares of
Company stock at $.10 per share. 20,000 - 20,000
Obligations under capital leases 4,514 16,303 20,817
--------- -------- --------
$ 28,513 16,303 44,816
========= ======== ========
Long term debt at May 31, 2000 is scheduled to mature as follows:
2001 28,513
2002 4,514
2003 4,514
2004 4,514
2005 2,761
F-9
COMMERCIAL CONCEPTS, INC
NOTES TO FINANCIAL STATEMENTS
May 31, 2000 and 1999, CONTINUED
NOTE 6 - LOANS RECEIVABLE FROM SHAREHOLDERS FOR SALE OF COMPANY STOCK
The following summarizes receivable amounts due to the company for sale of
company stock:
2,000,000 shares issued May 5, 1999 to a company officer
valued at $.06 per share $ 120,000
1,598,000 shares issued August 9, 1999 to a company
officer, valued at $.06 per share. Remaining balance due 80,880
42,000 shares issued August 9, 1999 to a shareholder
valued at par value of stock 42
300,000 shares issued April 18, 2000 to a shareholder,
valued at $.20 per share 60,000
677,485 shares May 31, 2000 to a shareholder, valued at
$.5454 per share 369,500
---------
$ 630,422
=========
NOTE 7 - SUBSEQUENT EVENTS
On or about July 18, 2000 Commercial Concepts, Inc. issued to a private
investment group a $250,000, 6% convertible note due July 20, 2003. The note is
convertible into common shares of the Company at a price that is a fraction of
the three lowest closing prices for the Company during the thirty trading days
prior to the date of the note, or the three lowest closing prices during the
sixty trading days prior to the conversion date. The Company retains a
redemption clause in the note that allows the Company to repurchase the note
upon payment of 130% of the note's face value, plus accrued interest. In
addition, 850,000 five-year warrants were issued for shares of the Company's
common stock at a price not to exceed $0.4375. This convertible note is part of
a $6,500,000 equity line of credit. The entire line will become available to the
Company upon successful registration by the Company of an SB-2 filing with the
Securities and Exchange Commission. An additional $250,000 convertible note will
be available to the Company upon initial filing of the SB-2 document.
On or about April 18, 2000 L&B Charitable Trust purchased 500,000 restricted
common shares of the Company for $100,000. The purchase price also included
two-year warrants to purchase an additional 500,000 common shares of the Company
at a price of $0.50 in the first year and $0.75 in the second year.
NOTE 8 - RELATED PARTY TRANSACTIONS
On May 31, 2000, the company issued 500,000 restricted shares of company stock
to an officer of the Company for services, valued at $.20 per share, for a total
of $100,000.
F-10
COMMERCIAL CONCEPTS, INC
NOTES TO FINANCIAL STATEMENTS
May 31, 2000 and 1999, CONTINUED
NOTE 9 - LEASE COMMITMENTS
As of May 31, 2000, the Company leased office space and certain equipment under
various noncancelable operating and capital leases. Future minimum lease
payments required under the operating and capital leases are as follows:
Operating Capital
Leases Leases
------ ------
2001 ................................... $ 74,451 $ 8,064
2002 ................................... 77,421 8,064
2003 ................................... 80,514 8,064
2004 ................................... 62,181 8,064
2005 ................................... - 4,197
--------- --------
Total minimum lease payments $ 294,567 36,453
========= ========
Less amount representing interest 15,636
--------
Present value of net minimum lease payments 20,817
Less current portion 4,514
--------
Total $ 16,303
========
As of May 31, 2000, the Company has equipment purchased under noncancelable
capital leases with a cost of $22,570 and accumulated amortization of $2,171.
F-11
No dealer, salesman or other person is
authorized to give any information or
to make any representations other than
those contained in this prospectus in
connection with the offer made hereby.
If given or made, such information or
representations must not be relied COMMERICAL
upon as having been authorized by the
Company. This prospectus does not CONCEPTS, INC.
constitute an offer to sell or a
solicitation of an offer to buy any of
the securities covered hereby in any
jurisdiction or to any person to whom
it is unlawful to make such offer or
solicitation in such jurisdiction.
Neither the delivery of this 26,543,334
prospectus nor any sale made hereunder Shares of Common Stock
shall, in any circumstances, create
any implication that there has been no
change in the affairs of Commercial
Concepts since the date hereof.
Table of Contents
Page
PROSPECTUS SUMMARY 4
DESCRIPTION OF BUSINESS 5
SPECIAL NOTE REGARDING FORWARD-
LOOKING STATEMENTS 9
RISK FACTORS 9
USE OF PROCEEDS 11
DESCRIPTION OF PROPERTY 12 PROSPECTUS
DIRECTORS, EXECUTIVE OFFICERS,
PROMOTERS AND CONTROL PERSONS 12
MANAGEMENT'S DISCUSSION AND
ANALYSIS 15
RESULTS OF OPERATIONS 15
LIQUIDITY AND CAPITAL RESOURCES 18
DESCRIPTION OF SECURITIES 22
EXPERTS 26
LEGAL MATTERS 26 September __, 2000
WHERE CAN YOU FIND ADDITIONAL
INFORMATION 26
FINANCIAL STATEMENTS 28
29
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. Indemnification of Directors and Officers
The statutes, charter provisions, bylaws, contracts or other
arrangements under which controlling persons, directors or officers of the
registrant are insured or indemnified in any manner against any liability which
they may incur in such capacity are as follows:
The Registrant's Articles of Incorporation provide for the
indemnification of the Registrant's directors and officers to the fullest extent
permitted by the Utah Revised Business Corporation Act ("URBCA"). The liability
of directors and officers of the Registrant is limited such that a director or
officer is not liable to the Registrant or its shareholders for any action taken
or any failure to take any action, as an officer or director, as the case may
be, unless:
(i) the director or officer has breached or failed to perform
the duties of the office in compliancess. 16-10(a)-841 of the URBCA; and
(ii) the breach or failure to perform constitutes gross
negligence, willful misconduct, or intentional infliction of harm on the
Registrant or its shareholders.
Directors of the Registrant are personally liable if such director votes for or
assents to an unlawful distribution under the URBCA or the Registrant's Articles
of Incorporation.
The Registrant will pursuant to ss. 16-10a-902 of the URBCA, indemnify
an individual, made party to a proceeding because he was a director, against
liability incurred in the proceeding if:
(i) the director's conduct was in good faith;
(ii) the director reasonably believed that his conduct was in,
or not opposed to, the Registrant's best interests; and
(iii) in the case of any criminal proceeding, he has no
reasonable cause to believe his conduct was unlawful; provided that, the
Registrant may not indemnify the same director if (A) indemnification is sought
in connection with a proceeding by or in the right of the Registrant in which
the director was adjudged liable to the Registrant; or (B) indemnification is
sought in connection with any other proceeding charging that the director
derived an improper personal benefit, whether or not including action in his
official capacity, in which proceeding he was adjudged liable on the basis that
he derived an improper personal benefit.
Indemnification under this section in connection with a proceeding by or in the
right of the Registrant is limited to reasonable expenses incurred in connection
with the proceeding.
30
In accordance with ss. 16-10a-903 of the URBCA, the Registrant shall
indemnify a director or an officer, who is successful on the merits or
otherwise, in defense of any proceeding, or in the defense of any claim, issue
or matter in the proceeding, to which he was a party because he is or was a
director or an officer of the Registrant, as the case may be, against reasonable
expenses incurred by him in connection with the proceeding or claim with respect
to which he has been successful.
In accordance with ss. 16-10a-1-904 of the URBCA, the Registrant will
pay or reimburse the reasonable expenses incurred by a party to a proceeding in
advance of the final disposition of the proceeding, provided that:
(i) the director furnishes the corporation a written
affirmation of his good faith belief that he has met the applicable standard of
conduct described inss.16-10a-902 of the URBCA;
(ii) the director furnishes to the Registrant a written
undertaking, executed personally or on his behalf, to repay the advance if it is
ultimately determined that he did not meet such standard of conduct; and
(iii) a determination is made that the facts then known to
those making the determination would not preclude indemnification thereunder.
Section 16-10a-905 permits a director or officer who is or was a party
to a proceeding to apply for indemnification to the court conducting the
proceeding or another court of competent jurisdiction.
The Registrant will indemnify and advance expenses to an officer,
employee, fiduciary or agent of the Registrant to the same extent as a director;
or to a greater extent in some instances if not inconsistent with public policy.
The registrant's Articles of Incorporation limit liability of its
Officers and Directors to the full extent permitted by the Utah Revised Business
Corporation Act.
ITEM 25. Other Expenses of Issuance and Distribution*
The following table sets forth the estimated costs and expenses to be
paid by Commercial Concepts in connection with the offering described in the
Registration Statement.
31
------------------------------------------------ ------------------
Amount
------------------------------------------------ ------------------
SEC registration fee $2,130.94
Printing and shipping expenses $
Legal fees and expenses $
Accounting fees and expenses $
Transfer, escrow and miscellaneous expenses $
------------------------------------------------ ------------------
Total $
------------------------------------------------ ------------------
* All expenses except SEC registration fee are estimated.
ITEM 26. Recent Sales of Unregistered Securities
On or about July 18, 2000, Commercial Concepts, Inc. issued to a
private investment group a $250,000, 6% convertible note due July 20, 2003. The
note is convertible into common shares of the Registrant at a price that is a
function of the three lowest closing prices for the Registrant during the thirty
trading days prior to the date of the note, or the three lowest closing prices
during the sixty trading days prior to the conversion date. The Registrant
retains a redemption clause in the note that allows the Registrant to repurchase
the note upon payment of 130% of the note's face value, plus accrued interest.
In addition, 850,000 five-year warrants were issued for shares of the
Registrant's common stock at a price not to exceed $0.4375.
On or about April 18, 2000, L & B Charitable Trust purchased 500,000
restricted common shares of the Registrant for $100,000. The purchase price also
included two-year warrants to purchase an additional 500,000 common shares of
the Registrant at a price of $0.50 in the first year and $0.75 in the second
year. These shares were issued in reliance on Rule 506 of Regulation D
promulgated under the 1933 Act
On or about March 6, 2000, the Registrant entered into a subscription
agreement with an investor for the purchase by the investor of 1,008,434
restricted common shares. As payment for the shares, the Registrant accepted a
note receivable due August 31, 2000 for $550,000. The term of the note was
subsequently moved to September 30, 2000. At July 31, 2000, $195,500 had been
received by the Registrant. The share certificates will be issued after payment
for the balance of the note is received.
Effective February 29, 2000, the Registrant dissolved Advice
Productions. The Registrant entered into a Settlement and General Release with
the prior owner of Advice Productions, which, among other matters, dissolved any
employment relationship between the two parties. The Settlement and General
Release provided for a recapture by the Registrant of 600,000 shares of
restricted Registrant stock valued at $0.20 per share. The shares were retired
by the Registrant in March 2000.
32
On or about November 14, 1999, Lee Kunz, a director of the Registrant
since April 2000, purchased 300,000 common shares of the Registrant for $24,000
on behalf of L & B Charitable Trust, a Colorado trust. The shares were issued in
reliance on Rule 504 of Regulation D promulgated under the 1933 Act. Mr. Kunz,
on or about February 2000, also purchased 500,000 restricted common shares of
the Registrant for $75,000. These shares were issued in reliance on Rule 506 of
Regulation D promulgated under the 1933 Act. On or about January 2000, Mr. Kunz
on behalf of L&B Charitable Trust purchased 200,000 restricted common shares of
the Registrant for $20,000 received by the Registrant. The 200,000 shares
acquired by L & B Charitable Trust were a part of the 2,198,000 shares issued to
Scott G. Adamson, the Executive Vice President of the Registrant, in August
1999. The shares were endorsed to L & B Charitable Trust in March 2000.
On or about December 28, 1999, the Registrant issued 475,050 shares of
common stock to its employees, including each of its officers, as a year-end
bonus for their services. The shares were issued in reliance on Section 4(2) of
the 1933 Act.
On or about October 10, 1999, the Registrant issued 400,000 shares to
Manoj Associates, LLC, a Colorado limited liability Registrant for $12,000. The
shares were issued in reliance on Rule 504 of Regulation D promulgated under the
1933 Act.
On or about July 19, 1999, the Registrant issued 370,000 shares as
bonuses to four persons it hired as employees or consultants. The shares were
issued in reliance on Section 4(2) of the 1933 Act.
On or about June 15, 1999, the Registrant issued 1,000,000 shares to
acquire the stock of Advice Productions, Inc. The shares were issued in reliance
on Section 4(2) of the 1933 Act.
On or about May 1, 1999, the Registrant sold 2,000,000 shares of common
stock to an officer of the Registrant for $120,000. The transaction was exempt
from Registration pursuant to Section 4(2) of the 1933 Act.
From March 1, 1999 to date, the Registrant has sold 1,500,000 shares to
unaffiliated investors for $191,000 in reliance on Rule 504 of Regulation D
promulgated under the 1933 Act.
From August 26, 1998 to October 31, 1998, the Registrant sold a total
of 1,221,000 shares to unaffiliated investors for $310,800 in reliance on Rule
504 of Regulation D promulgated under the 1933 Act. Proceeds were used to fund
Registrant operations.
On or about August 31, 1997, the Registrant issued 400,000 shares of
its common stock to an unaffiliated third party to acquire sand and gravel
rights in 200 acres of property located in Tooele, Utah. The stock was issued
pursuant to Rule 504 of Regulation D promulgated under the 1933 Act.
33
During fiscal years 1998 and 1997, certain officers, directors and
stockholders of the Registrant contributed capital to the Registrant in the
amount of $16,000 and $24,058 respectively. No stock was issued in return for
this contribution.
In February 1998, the Registrant sold 2,500 shares of common stock for
$5,000 and issued 100,000 shares valued at par value ($100) in conjunction with
obtaining a software marketing rights for the original version of Quick Fixx
2000. The stock was issued in reliance on Rule 504 of Regulation D promulgated
under the 1933 Act.
During February 1997, the Registrant issued 200,000 shares of its
common stock to an individual at par value for payment of services rendered to
the Registrant. The shares were issued in reliance on Section 4(2) of the 1933
Act.
During February 1997, 98,000 shares of common stock were issued in
exchange for $197,705. The stock was issued in reliance on Rule 504 of
Regulation D promulgated under the 1933 Act.
ITEM 27. Exhibits
Exhibit No. SEC Reference Document
----------- ----------------------
2.1 Articles of Incorporation*
2.2 Bylaws*
10.1 Lease Agreement, dated November 10, 1999*
10.2 Office Building Lease, dated February 18, 1999*
10.3 First Amendment to Office Building Lease, dated October 5,
1999*
10.4 Agreement to Develop Software, dated June 27, 1999*
10.5 Settlement Agreement and General Release with Larry Rogers**
24.1 Consent of Fitzgerald Sanders, LLC
* Incorporated by reference from Registration Statement
on Form 10, as filed on March 6, 2000
** Incorporated by reference from Form 10-KSB, as filed on
May 30, 2000
ITEM 28. Undertakings
Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned Registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be
34
prescribed by any rule or regulation of the Commission heretofore or hereafter
duly adopted pursuant to authority conferred to that section.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to its Articles of Incorporation or provisions of the
Utah Revised Business Corporation Act, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant 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 counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question, whether or not such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
The Registrant hereby undertakes to:
(1) File, during any period in which it offers or sells
securities, a post-effective amendment to this registration statement to (a)
Include any prospectus required by Section 10(a)(3) of the Securities Act; (b)
Reflect in the prospectus any facts or events which, individually or together,
represent a fundamental change in the information in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) 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 (c) Include
any additional or changed material information on the plan of distribution.
(2) For determining liability under the Securities Act treat
each post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.
(3) File a post-effective amendment to remove from
registration any of the securities that remain unsold at the end of the
offering.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it has met
all of the requirements of filing on Form SB-2 and has authorized this
Registration Statement to be signed on its behalf by the undersigned, in Salt
Lake City, Utah, on September 7, 2000.
35
Commercial Concepts, Inc.
By: /s/ George E. Richards, Jr.
------------------------------
George E. Richards, Jr.
Chief Executive Officer,
Director, and President
Pursuant to the requirements of the Securities Act of 1933, this
amendment to Registration Statement has been signed by the following persons in
the capacities and on the date indicated.
Signatures Title Date
/s/ Karl Hansen Chief Financial Officer, September 7, 2000
- ----------------------- Secretary and Director
Karl Hansen
/s/ Scott Adamson Executive Vice President September 7, 2000
- ----------------------- and Director
Scott Adamson
- ----------------------- Director ____________, 2000
Lee R. Kunz, Sr.
- ----------------------- Director ____________, 2000
Lee Greenberg
36