SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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CROSS GENETIC TECHNOLOGIES, INC.
(Name of small business issuer in its charter)
Virginia 541511 54-203-0708
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(State of Incorporation) (Primary Standard (IRS Employer I.D. Number)
Industrial Classification
Number)
11921 Freedom Drive, Suite 550, Reston, VA 20190 (703) 925-5912
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(Address and telephone number of principal executive offices)
11921 Freedom Drive, Suite 550, Reston, VA 20190
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(Address of principal place of business)
McSweeney & Crump, P.C., 11 South 12th Street, 5th Floor, Richmond, VA 23219
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(Name, address and telephone number of agent for service)
Approximate date of proposed commencement of sale to the public: From
time to time after the Registration Statement becomes effective.
CALCULATION OF REGISTRATION FEE
Title of each class of Amount of Shares Proposed maximum Proposed Maximum Amount of
Securities to be registered to be registered offer price per unit aggregate offering price registration fee
Common stock 11,008,000 $0.05 $550,400 $137.60
CROSS GENETIC TECHNOLOGIES, INC.
A Virginia Corporation
3,008,000 Shares
Common Stock, no par value
CROSS GENETIC Technologies, Inc. ("The Company") is hereby offering
investors an opportunity to purchase up to 27% of its issued and outstanding
shares of common stock, at no par value, for an aggregate investment of
$150,400. The net proceeds of the offering will be employed to fund research
and development activities to accelerate the Company's development of its
software, and for working capital and other general corporate purposes.
Investors who purchase shares of this offering should only do so for long-term
Investment purposes and must bear the risk of loss from this investment.
All subscription funds will be deposited in an interest bearing escrow
account established specifically for the purpose of this offering. The escrow
account shall be maintained pending the closing of this offering.
THIS PROSPECTUS IS DATED APRIL 18, 2001
Proceeds
Offering to
Company
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Per Share $0.05 $0.05
Total Maximum $150,400 $150,400
(1) The Shares are being offered on a best efforts basis. For more information
regarding the costs and expenses associated with this offering, see the
"Plan of Distribution."
(2) Before deducting estimated offering expenses, payable to the Company.
These securities are speculative and investing in these securities common
stock involves a high degree of risk. You should consider carefully
the risk factors beginning on Page 3.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon
the adequacy or accuracy of the prospectus. Any representation to the
contrary is a criminal offense.
PROSPECTUS SUMMARY
The following information is qualified in its entirety by the more
detailed information appearing elsewhere in the prospectus.
THE COMPANY
Cross Genetic Technologies, Inc. ("the Company") is a developmental stage
biotechnology software company with its headquarters located in
Reston, Virginia. The principal office of the Company is located at 11921
Freedom Drive, Suite 550, Reston, Virginia 20190 and its telephone number is
(703) 925-5912. The Company intends to develop software and other computer
products incorporating recent genomic discoveries to assist medical
researchers in identifying gene targets for the development of novel
therapeutic, vaccine and diagnostic products.
RISK FACTORS
The securities offered hereby are speculative in nature and involve a
high degree of risk. Prospective investors should consider carefully the
following factors, among others, prior to making an investment decision.
Except for historical information, the information in this prospectus
contains forward-looking statements about our expected future business
and performance. Our actual operating results and financial performance may
prove to be very different from what we might have predicted as of the date of
this prospectus.
Lack of Operating History. The Company has a short operating history by
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which investors can evaluate its business and prospects. The Company was
incorporated in February 2001 and has a limited operating history from
which to evaluate its business and prospects. The Company's future operating
results will be subject to all of the risks and uncertainties inherent in
the development and maturation of a business.
Competition. Although there are currently no known software products in
--------------
development similar to the Company's, the Company may face competition.
This competition may come from other bio-software firms, or from potential
client firms due to in-house software development. These potential competitors
of the Company include pharmaceutical and biotechnology companies both in
the United States and abroad. Universities and other non-profit research
institutions and United States and foreign government-sponsored entities
are conducting significant research to identify and sequence genes. Any
of these organizations may realize the value of a bio-software product
and opt to develop it in-house instead of outsourcing. The Company expects
competition may increase in the foreseeable future, which may or may not
impact the profitability of the Company. Competitors may be developing
technologies or products that may be similar or superior to ours. These
competitors may have a better ability to market their products There can
be no assurance that the products developed by others will not render the
software products which the Company develops obsolete or uneconomical
or result in products superior to any products developed by the Company, or
that any product developed by the Company will be preferred to any existing
or newly developed bio-software.
Unproven Technology. The Company's strategy of developing software to
---------------------
manage gene-sequencing data is unproven. To date, there are no similar
products being marketed. There can be no assurance that the Company's
approach to data-basing genomic data will assist clients in identifying
specific genes that cause or predispose individuals to the diseases that are
the targets of its gene discovery programs. Even if the Company is successful
in developing a working database model to help identify specific human
disease genes or sequencing the genomes of pathogens, there can be no assurance
that these gene discoveries will lead to the development of commercial products.
Expectation of Losses. Although management believes the Company and its
------------------------
software and services will be a profitable enterprise in the future, the
Company is in the developmental state and therefore anticipates experiencing
future operating losses resulting primarily from research and development,
recruitment and retention of key personnel.
Reliance Upon Collaborative Partners. The Company's strategy for
---------------------------------------
development and commercialization of genome data software depends on the
formation of various strategic collaborations and licensing arrangements with
pharmaceutical and biotechnology development partners. There can be no
assurance that the Company will be able to establish strategic collaborations
or licensing arrangements that the Company deems necessary, that any such
arrangements or licenses will be on terms favorable to the Company, or that
the current or future strategic collaborations or licensing arrangements will
ultimately be successful. There can be no assurance that current or future
collaborators will not pursue alternative technologies, or develop
alternative products either on their own or in collaboration with others,
including the Company's competitors, as a means for developing similar
software.
Limited Financial Resources and Need for Additional Financing. Other
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than the proceeds of this offering and possible future revenues from sale of
the Company's services, the Company does not, at this time and may not in the
future, have any additional sources of funds, i.e., operating funds or
significant credit arrangements, from which to pay the costs of its proposed
operations. Although the Company believes that the funds raised in this
offering will be sufficient for its short-term needs, the conduct of the
Company's business will require additional funds. The Company expects capital
and operating expenditures to increase over the next several years as it
increases its research and development activities. The Company may seek
additional funds through public or private equity or debt offerings or
additional strategic collaborations and licensing arrangements. There can be
no assurance that capital from private and public offerings will be available
or, if available, can be obtained on terms advantageous to the Company. If
the Company is unable to raise sufficient capital either externally or from
operations, the Company will not be able to sustain its operations.
Uncertainty With Patents and Proprietary Rights. The Company's
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commercial success will be dependent in part on its ability to obtain patent
protection on gene database software, or the commercial produce discovered
through its use. The current criteria for obtaining patent protection for
genome products are currently unclear. The Company's current strategy is to
apply for patent protection upon the identification of unique software
products and methods and pursue claims to these products. However, there can
be no assurance that the Company will be able to obtain patent protection on
such software, and even if such patents are issued, the scope of the coverage
or protection provided by any such patents is uncertain.
Dependence on Key Personnel. The Company will be highly dependent on the
--------------------------------
principal members of its senior management and key scientific and technical
personnel, none of who is currently bound by a long-term employment agreement
or the subject of key man life insurance. The Company's success is also
dependent upon its ability to attract and retain additional qualified
scientific, technical and managerial personnel. There can be no assurance
that the Company will retain its key scientific, technical and managerial
employees or that it will be able to attract, assimilate and retain such other
highly qualified scientific, technical and managerial personnel as may be
required in the future. The inability of the Company to successfully hire,
train and retain such could significantly impact future operations and
profitability of the Company.
No Public Market for Shares. At the present time, there is no public
-----------------------------
market for the Company's Common Stock and no market will in fact develop
after completion of this offering. Common Stock should be purchased only
for long-term investment.
No Dividends. The Company has paid no dividends to date and there are no
---------------
plans for the payment of dividends in the foreseeable future.
No Minimum Subscription. The instant offering is not subject to any
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minimum subscription amount. In a minimum/maximum offering, the issuer
must reach the stated minimum amount of targeted funds and failure to do so
results in all funds being returned to investors. The instant offering does
not impose a minimum amount of funding to be raised by the Company; therefore,
any funds received from investors shall be made available to the Company.
Although the Company has reason to believe the instant offering will be fully
subscribed, there can be no assurance full funding will be realized by this
offering.
USE OF PROCEEDS
The net proceeds to the Company from the sale of the Common Stock are
estimated to be $150,400 if the maximum number of shares of Common Stock are
sold. In general, the net proceeds of the offering will be used for the
following: To fund research and development activities to accelerate the
Company's development of its Genomics software, and for working capital and
other general corporate purposes.
Offering Amount(1) Percentage(2)
------------------------ ----------------------
Net Proceeds $150,400 100%
Research & Development $ 40,000 27%
General Corporate Purposes $ 60,000 40%
Working Capital $ 50,400 33%
TOTAL $150,400 100%
(1) Assumes the sale of 3,008,000 shares of Common Stock for an aggregate
of $150,400.
(2) Comparison of the particular line item to the gross proceeds of the
offering.
PLAN OF DISTRIBUTION
The Common Stock being offered hereby will be offered and sold by the Company
or its designee. The Common Stock will be sold only for cash to be delivered
to the subscriber upon acceptance. The Company will be reimbursed from the
proceeds of the offering for its reasonable expenses incurred with respect
to legal, accounting, printing, and similar costs and expenses and any
requisite filing fees and attendant expenses.
Upon the completion of this offering, based upon shares of Common Stock
outstanding as of April 18, 2001 the Company will have 11,008,000 shares
of Common Stock outstanding.
LEGAL PROCEEDINGS
The Company is not a party to any legal proceedings. The Company is not aware
of any legal proceedings involving any director, director nominee, promoter
or control person including criminal convictions, pending criminal matters,
pending or concluded administrative or civil proceedings limiting one's
participation in the securities or banking industries, or findings of
securities or commodities law violations.
DIRECTORS, OFFICERS AND KEY PERSONNEL
OF THE COMPANY
Officers and Directors
- ----------------------------
The Company's executive officers and directors are as follows:
Name Age Position Director Since
- -------- --------- ----------------- ----------------------------
Lino Novielli 37 Director, President and February 2001
Chief Executive Officer
Each director serves for a term of one year and is elected at the annual
meeting of shareholders. The Company's officers are appointed by the Board
of Directors and hold office at the discretion of the Board.
Lino Novielli. Mr. Novielli has been an investment consultant for over
12 years. He received a Bachelor of Science in economics from York University
in 1987. Mr. Novielli's most recent involvement in the investment industry
was with a venture capital corporation whose mission was to help small and
medium size publicly traded companies raise investment capital, where he held
senior investment positions from 1993 to 2000. While there, Mr. Novielli was
involved in the investment process of financing set-up, corporate
organization, market research, corporate analysis, marketing, management,
and sales negotiations. From 1989 to 1993, Mr. Novielli was an investment
consultant, specializing in organization and finance with a Toronto based
investment firm. From 1989 to 1990, he was involved in investment and
portfolio management where his responsibilities covered corporate strategy
and client policy. Mr. Novielli has been a member of The Canadian Securities
Institute of Canada for over 11 years.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth certain information as of April 18, 2001,
regarding the ownership of Common Stock by each person known by the Company
to be the beneficial owner of more than five percent of the Company's
outstanding Common Stock.
Title of Name and Address of Amount and Percentage
Class Beneficial Owner Nature of of Class
Beneficial Owner
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Voting UM Tean, Inc. 8,000,000 100%
Common 701 North Green Valley
Parkway, Suite 200
Henderson, NV 89014
DESCRIPTION OF SECURITIES
The Company is authorized to issue 50,000,000 shares of Common Stock with no
par value. The holders of Common Stock are entitled to one vote per share on
all matters to be voted on by the shareholders and to receive ratably dividends
when and as declared by the Board of Directors from funds legally available
therefor. The company anticipates that any earnings will be retained for use
in its business for the foreseeable future. In the event of a liquidation,
dissolution or winding up of the Company, holders of Common Stock
are entitled to share ratably in all assets available for distribution to
stockholders after payment of all liabilities. There are no preemptive,
subscription, redemption or conversion rights relating to the Common Stock.
All outstanding shares of Common Stock are, and the shares to be sold by the
Company in this offering will be, upon issuance and payment therefor, fully
paid and non-assessable. The holders of Common Stock do not have cumulative
voting rights, which means that the holders of more than one half of the
outstanding shares can elect all of the directors.
DESCRIPTION OF BUSINESS
Cross Genetic Technologies, Inc. was incorporated on February 5, 2001, by
filing and registering its articles with the Virginia State Corporation
Commission. The Company's objective is to be a leading developer of
bio-software utilizing genetic technology. Through collaboration with
strategic partners, the Company intends to develop software and other computer
products incorporating recent genomic discoveries, including research and
development of therapeutic products for the treatment of cancer and cancer-
related disorders.
Customer base. The Company's customer base will consist primarily of medical
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researchers at pharmaceutical and biotechnology companies throughout the
United States and abroad.
Current Status of the Company. The Company is currently in its development
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stage. Upon the acquisition of adequate financing, the Company plans to
initiate an in-house research and development facility. The Company will
assemble a scientific staff with a variety of complementary skills in a broad
base of advanced research technologies, including oncology, immunology, cell
biology and protein and synthetic chemistry. The Company will also recruit
a staff of technical and professional employees to carry out manufacturing of
beta trial software.
The Company's goal is to assist researchers to derive useful medical finds from
the identification and characterization of genes. The Company's commercial
gene software strategy applies proprietary high-throughput multiplex DNA
sequencing technology and positional cloning and bioinformatics capabilities
in two principal areas, the discovery and characterization of (1) genes of
infectious organisms ("pathogens") that are responsible for many serious
diseases and (2) human disease genes. The Company believes that genomic
discoveries may lead to the development of novel therapeutics, vaccines and
diagnostic products by it and its strategic partners.
MANAGEMENT'S DISCUSSION AND ANALYSIS
This Prospectus contains forward-looking representations that involve certain
risks and uncertainties. The Company's actual results could differ materially
from the results discussed in the forward-looking representations.
IN REVIEWING THE MANAGEMENT'S DISCUSSION AND ANALYSIS,
REFERENCE SHOULD BE MADE TO THE FINANCIAL STATEMENTS
AND NOTES THERETO INCLUDED IN THIS PROSPECTUS. THE
REFERENCES TO MONETARY UNITS OR DOLLARS IN THE INSTANT
PROSPECTUS AND SUPPORTING FINANCIAL STATEMENTS SHALL
MEAN UNITED STATES DOLLARS. THE FINANCIAL STATEMENTS FOR
THE COMPANY ARE PREPARED IN ACCORDANCE WITH UNITED STATES
GENERALLY ACCEPTED ACCOUNTING PRINCIPALS.
The Company is a development stage company incorporated in the Commonwealth of
Virginia. Upon initial funding, the Company will secure office space and
hardware, hire software technicians, and begin researching and creating its
software.
The Company and its collaborators are attempting to develop new antibiotics
which may prove to be less prone to the rapid development of resistance by
pathogens or which may treat diseases for which existing therapies are
deficient. In the past decade, a growing number of infections have been
caused by pathogens that are becoming resistant to an increasing number
of currently available antibiotics. The Company believes its software
enhances pathogen gene discovery programs, which may lead to product
development candidates more quickly than human gene discovery efforts.
The Company's gene software development strategy also involves the
identification and characterization of human genes that are responsible
for many serious diseases. The Company believes that the identification of
specific human genes may provide important insights into the cause of certain
diseases and facilitate the development of highly specific therapeutic
and diagnostic products.
The Company's integrated technology platform will include data from high-
throughput sequencing, positional cloning and bioinformatics. High-throughput
sequencing uses proprietary multiplex sequencing technology which allows
users to process multiple DNA samples simultaneously in a single mixture.
Positional cloning uses proprietary multiplex genotyping technology to
determine the chromosomal location of genes believed to be responsible for
causing specific diseases. The Company applies its bioinformatics
capabilities, including the use of computers and proprietary software, to
process, store and analyze the sequencing and positional cloning data generated
by its gene discovery programs. These capabilities permit research users to
integrate and analyze genetic information from public genomic databases.
The Company will use its bioinformatics systems to help clients manage the
production and interpretation of multiplex sequence data and compare and screen
these data against public and proprietary sequence databases. The Company
will continually refine its bioinformatics systems, focusing on four areas:
upgrading and standardizing its bioinformatics hardware and software;
developing enhanced data management systems; expanding its software engineering
capabilities; and expanding its resources in computational molecular biology.
These enhancements are expected to result in more effective data management
by allowing for higher-throughput sequencing, providing for smooth integration
of laboratory automation, supporting more rapid analyses and comparison of
genomic data and facilitating the identification of gene targets for the
development of therapeutic, vaccine and diagnostic products. As part of its
enhancement of its bioinformatics capabilities, the Company will place a
significant portion of financial and human resources towards this activity.
The Company plans to build on its experience and knowledge in positional
cloning and its proprietary multiplex genotyping and multiplex sequencing
technologies and bioinformatics capabilities by obtaining exclusive rights to
collections of DNA samples from relevant family resources in order to map,
identify and characterize genes responsible for selected human diseases. The
Company is seeking collaborations with clinicians and academic researchers to
obtain these rights. The Company believes that access to these resources will
bolster its existing human gene discovery programs and enable it to initiate
additional programs directed at human genes associated with significant
diseases.
The Company plans to seek strategic collaborations with pharmaceutical and
biotechnology companies for the development and commercialization of products
based on the Company's computer software development. The Company generally
expects to exclusively license to its partners all rights to therapeutic
products and vaccines developed based on the particular genetic database
licensed by the Company. In exchange, the Company expects to receive a
combination of up-front license fees, research funding, milestone payments
and royalty payments on product sales.
In addition to its strategic collaborations with pharmaceutical and
biotechnology companies, the Company will actively seek to participate in
government sponsored genomics technology research programs. The Company
believes that these grants and contracts from the United States government
will add to the Company's genomics technology and enable the Company to
increase the number and enhance the expertise of its scientific personnel.
DESCRIPTION OF PROPERTY
The Company does not own any real property nor lease any property. The Company
is currently searching for office space in the Northern Virginia area.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Family Relationships. There are no family relationships among directors,
executive officers or persons nominated or chosen by the Company to become
officers or executive officers.
UM Tean, Inc., a Nevada corporation is the parent company of Cross Genetic
Technologies, Inc. and owns one hundred percent (100%) of the Company, its
wholly owned subsidiary.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
There is currently no public trading market for the Company's stock. The
Company has never paid dividends on its common stock and plans to retain
earnings for the foreseeable future to fund the Company's operations.
EXECUTIVE COMPENSATION
The chart below sets forth the compensation of the key executives.
SUMMARY COMPENSATION TABLE
Long Term Compensation
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Annual Compensation Awards Payouts
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Name Year Salary Bonus Other Restricted Securities & LTIP All Other
and Principal Annual Stocks Underlying Payouts Compensation
Position Compensation Awards Options/Sars
(#)
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Lino Novielli
President and
Chief Executive Officer 2001 $0 $0 $0 $0 $0 $0 $0
Retirement Plan
- -----------------
The Company does not have a retirement plan at present, but intends
to implement one once the Company becomes profitable.
Employment Contracts, Termination of Employment, and Change in Control
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Agreements
- ---------- -
At present, the Company has no employment contract with any of its
employees.
Compensation Committee Interlocks and Insider Participation
- -------------------------------------------------------------
The Company has no compensation committee; rather, the Company's Board of
Directors performs the functions that would otherwise be performed by a
compensation committee.
FINANCIAL STATEMENTS
INDEPENDENT ACCOUNTANTS. The financial statements of the Company as of
- -------------------------
February 6, 2001, have been audited by Stokes & Company, independent
accountants, as set forth in their report, dated February 6, 2001. Stokes &
Company is located at 1275 K Street, N.W., Suite 1201, Washington, D.C.
20005, (202) 289-4700. For the two most recent fiscal years or any later
interim period the principal independent accountant has not resigned
(or declined to stand for reelection) or been dismissed.
The audited financial statements for the Company are below as follows:
i. Cross Genetic Technologies, Inc. Audited Financial Statements,
February 6, 2001
CROSS GENETIC TECHNOLOGIES, INC.
(A Development Stage Enterprise)
Balance Sheet
February 6, 2001
ASSETS $ -
==================
LIABILITIES -
------------------
STOCKHOLDER'S EQUITY
Common stock, no par value; 50,000,000 shares authorized;
8,000,000 shares issued and outstanding (note C) $ 20,000
Deficit accumulated during development stage (note B) (20,000)
-----------------
Total stockholder's equity -
-----------------
Total liabilities and stockholder's equity $ -
=================
CROSS GENETIC TECHNOLOGIES, INC.
(A Development Stage Enterprise)
Statement of Operations and Retained Deficit
From Inception (February 5, 2001) to February 6, 2001
REVENUE $ -
Organization and start-up costs (note B) 20,000
-----------------
NET LOSS (20,000)
RETAINED EARNINGS at beginning of period -
-----------------
Deficit accumulated during development stage (note B) $ (20,000)
=================
CROSS GENETIC TECHNOLOGIES, INC.
(A Development Stage Enterprise)
Statement of Cash Flows
From Inception (February 5, 2001) to February 6, 2001
CASH FLOWS FROM OPERATING ACTIVITIES (note C) $ -
-------------------
CASH FLOWS FROM INVESTING ACTIVITIES -
-------------------
CASH FLOWS FROM FINANCING ACTIVITIES (note C) -
-------------------
NET INCREASE (DECREASE) IN CASH -
CASH at beginning of period -
-------------------
CASH at end of period $ -
===================
RECONCILIATION OF NET LOSS
TO NET CASH USED BY OPERATING ACTIVITIES
Net loss $ (20,000)
Issuance of Common Stock in lieu of cash (note C) 20,000
NET CASH USED BY OPERATING ACTIVITIES $ -
===================
Cross Genetic Technologies, Inc.
(A Development Stage Enterprise)
Notes to Financial Statements
From Inception (February 5, 2001) to February 6, 2001
NOTE A - NATURE OF ORGANIZATION
Cross Genetic Technologies, Inc., "the Company," is a wholly owned subsidiary
of UM Teen, Inc., and is organized and incorporated under the laws of the
State of Virginia. The Company is a development stage, biotechnology
software enterprise headquartered in Reston, Virginia. The Company intends
to develop software and other computer products incorporating recent genomic
discoveries to assist medical researchers in identifying gene targets for the
development of novel therapeutic, vaccine, and diagnostic products.
NOTE B - ACCOUNTING METHOD FOR START-UP ACTIVITIES
In April 1998, the American Institute of Certified Public Accountants issued
Statement of Position 98-5 (Reporting on the Costs of Start-up Activities),
which requires that such costs, as broadly defined in SOP 98-5, be expensed as
incurred. The Statement is effective for years beginning after December 15,
1998. The Company has adopted SOP 98-5. At February 6, 2001, the Company
had $20,000 of organization and start-up costs which, accordingly, it has
expensed.
NOTE C - ISSUANCE OF COMMON STOCK AS PAYMENT FOR COSTS OF FORMATION
On February 6, 2001, the Company issued 8,000,000 shares of Common Stock,
valued at $20,000, to its parent corporation as payment for its organization
and start-up costs.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURES
There have been no disagreements on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for the
Company by the Law Firm of Larson-Jackson, P.C. 1500 K Street, NW, Suite 900,
Washington, D.C. 20005 (202) 408-8180.
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
Item 24. Indemnification of Directors and Officers.
There are no charter provisions, by-laws, contracts, or other arrangements that
insure or indemnify the controlling persons, directors or officers of the
Company.
Item 25. Other expenses of issuance and distribution
The following table sets forth the expenses in connection with the issuance
and distribution of the securities offered hereby:
Registration Fee $ 137.60
Estimated Printing Expenses $ 600.00
Estimated Legal Fees and Expenses $ 20,000.00
Estimated Accounting Fees and Expenses $ 2,500.00
Estimated Blue Sky Fees and Expenses $ 0.00
Estimated Transfer Agent Fees and Expenses $ 1,500.00
Estimated Misc. $ 1,000.00
Total $ 25,737.60
Item 26. Recent sales of unregistered securities.
The following provides information of all sales of outstanding stock which were
not registered under the Securities Act of 1933 during the last three years.
The Company sold 3,008,000 shares of its Common Stock in a private placement
offering dated February 26, 2001 for a total of $150,400 in reliance on the
exemption from registration provided by Section 4(2) of the Securities Act of
1933, as amended (the "1933 Act"), for transactions not involving a public
offering.
Item 27. Exhibits.
E-1 Articles of Incorporation for Cross Genetic Technologies, Inc.
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements of filing on Form SB-2 and authorized this
registration statement to be signed on its behalf by the undersigned,
in the City of Washington, District of Columbia on April 18, 2001.
CROSS GENETIC TECHNOLOGIES, INC.
By /s/ Lino Novielli
- -------------------------------------------------------------------------------
President/ Chief Executive Officer
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities
and on the dates stated.
Signature Title Date
By /s/ Lino Novielli President and Director, April 18, 2001
Lino Novielli Chief Executive Officer
Exhibit 1
ARTICLES OF INCORPORATION
VIRGINIA STOCK CORPORATION
The undersigned, pursuant to Chapter 9 of Title 13.1 of the Code of
Virginia, state(s) as follows:
1. The name of the corporation is Cross Genetic Technologies, Inc.
2. The address of the principal office of the corporation is 11921
Freedom Drive, Suite 550, Reston, VA 20190
3. The number (and classes, if any) of shares the corporation is
authorized to issue is (are):
Number of shares authorized Class(es)
50,000,000 no par, voting
common stock
4. A. The name of the corporation's initial registered agent is
Brian A. Block.
B. The initial registered agent is an individual who is a resident
of Virginia and a member of the Virginia State Bar.
5. A. The corporation's initial registered office address which is
the business office of the initial registered agent, is 4201
South 31st Street, Suite 208, Arlington, VA 22206
B. The registered office is physically located in the County of
Arlington.
6. The initial directors are:
NAME(S) ADDRESS(ES)
Lino Novielli 2 Bloor Street, West, Suite 100
Toronto, Ontario M4W3E2, CANADA
7. INCORPORATOR(S):
/S/
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SIGNATURE(S) PRINTED NAME(S)
DATE: February 5, 2001
20