SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
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FORM SB-2
Registration Statement under the Securities Act of 1933
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DotCom Visions, Inc.
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Exact Name of Issuer as Specified in Its Charter)
Delaware 7389 33-0803437
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State of Incorporation Primary Standard Industrial I.R.S. Employer
Classification Code Number Identification No.
216 South Alma School Rd., Suite 10
Mesa, Arizona 85210
480-898-1846
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(Address and Telephone Number of Issuer's Principal Executive Offices)
216 South Alma School Rd., Suite 10
Mesa, Arizona 85210
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(Address of Principal Place of Business or Intended Principal
Place of Business)
John Hoffman
216 South Alma School Rd., Suite 10
Mesa, Arizona 85210
480-898-1846
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(Name, Address, and Telephone Number of Agent for Service)
Approximate date of proposed sale to the public: As soon as practical after
the effective date of this Registration Statement.
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|
If this form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|
If delivery of the Registration statement is expected to be made pursuant to
Rule 434, please check the box. |_|
Calculation of Registration Fee
Proposed Maximum
Title of each Class Amount to be Offering Price Amount of
Of Security Registered Per Share(1)(2) Registration Fee(3)
- ------------------- ------------ ---------------- ----------------------
Common Stock, 14,580,000 $0.10 $384.91
$.0001 par value
(1) There is no current public market for the securities. Management, based on
previous offerings made by the Company, has estimated the offering price per
share in order to calculate the registration fee.
(2) Estimated solely for the purpose of calculating the registration fee based
on Rule 457 (e). Where the all the securities are being offered by existing
security holders and if the security holders offer, if any, securities to the
general public, the registration fee is to be calculated upon the basis of the
proposed offering price to the general public. Based on Rule 457 (o), if the
maximum aggregate offering price increases prior to the effective date of the
registration statement, a pre-effective amendment will be filed by the Company
to increase the maximum dollar value being registered and the additional
filing fee paid.
(3) Registration fee based on .000264 per million.
REGISTRATION STATEMENT
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DOTCOM VISIONS, INC. 14,580,000 SHARES COMMON STOCK
DotCom Visions, Inc. shareholders, as named in "Selling Security Holders"
within this Registration statement, are hereby registering 14,580,000 common
shares. There is currently no market for the Company's securities and there is
no guarantee that a market will develop.
Investing in the Company's stock involves certain risks. See "Risk Factors"
beginning on page 8.
Proceeds to
Underwriting Discount Selling Shareholders
Price to Public(1) and Commissions(2) or Other Persons(3)
------------------ --------------------- --------------------
Per Share $ $ $
Total $ $ $
(1) All the shares are being sold by the selling security holders and no
offering price to the public has been determined. Each selling
security holder will sell its shares in separate transactions at
prices to be negotiated at that time.
(2) The shares are being sold by the selling security holders. The
Company has no agreements or understandings with any broker or
dealer for the sales of such shares. A selling security holder may
determine to use a broker-dealer in the sale of its securities and
the commission paid to such broker-dealer if any, will be determined
at that time. Prior to the involvement of any such broker-dealer,
such broker-dealer must seek and obtain clearance of the compensation
arrangements from the National Association of Securities Dealers,
Inc. In such event, the Company will file a post-effective
Amendment identifying such broker-dealer(s).
(3) The Company will not receive any proceeds from the sale of the
shares. The selling security holders will be responsible to
determine the price and time they sell their shares.
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the Company's shares or determined
if this registration statement is truthful and complete. Any representation
to the contrary is a criminal offense.
The date of this Registration statement is November 16, 2000.
TABLE OF CONTENTS
PART I
Summary Information and Risk Factors
Risk Factors
Risks Particular to DotCom Visions, Inc.
A. No operating history to evaluate.
B. Our business depends on the Performance of our partner companies, which
is uncertain.
C. Our business model is unproven.
D. We may have to take certain actions to avoid registration under the
Investment Company Act of 1940.
E. There will be fluctuation in our quarterly results.
F. Our success will be dependent on our key personnel and the key
personnel of our proposed partner companies.
G. We have had no history of operations expect operating losses in the
foreseeable future.
H. Partner companies may grow rapidly and we may have difficulty assisting
them in managing their growth.
I. We may have conflicts of interest with partner companies and our partner
companies may compete with each other.
J. We face competition from other potential service providers in B2B
e-commerce companies.
K. Success could be impaired by valuations placed on Internet-related
companies by the financial marketplace.
L. Inability to obtain maximum value for partner company interest.
M. Lack of opportunities to develop interests in companies.
N. If we cannot put together interests in attractive companies, our
strategy to build a collaborative network of partner companies will not
succeed. Additionally, our resources and our ability to manage new
partner companies may be strained as we develop more and larger
interests in B2B e-commerce companies.
O. The progress and overall success of the Company is substantially
dependent upon the abilities of the current officers and directors of
the Company.
Risks Particular to Partner Companies.
A. Fluctuation in the market price of any partner company's publicly traded
common stock may affect the market price of our common stock.
B. The success of partner companies will depend on the development of the
B2B e-commerce market, which is uncertain.
C. Partner companies may fail if their competitors provide superior
Internet-related offerings or have greater resources than our partner
companies.
D. Some of our partner companies may be unable to protect their proprietary
rights and may infringe on the proprietary rights of others.
E. Partner companies that publish or distribute content over the Internet
may be subject to legal liability.
F. Partner companies' computer and communications systems may fail, which
may discourage content providers from using our partner companies'
systems.
G. Partner companies' businesses may be disrupted if they are unable to
upgrade their systems to meet increased demand.
H. The partner companies may not be able to attract a loyal base of users
to their web sites.
I. Partner companies may be unable to acquire or maintain easily
identifiable web site addresses or prevent third parties from acquiring
web site addresses similar to theirs.
J. Some of the partner companies may be dependent on barter transactions
that do not generate cash revenue.
Risks related to the Internet.
A. Concerns regarding security of transactions and transmitting
confidential information over the Internet may have an adverse impact on
our business.
B. Rapid Technological changes may prevent the partner companies from
remaining current with their technical resources and maintaining
competitive product and service offerings.
C. Government regulations and legal uncertainties may place financial
burdens on our business and the business of our partner companies.
Available Information
Use of Proceeds
Determination of Offering Price
Dilution
Selling Security Holders
Plan of Distribution
Legal Proceedings
Directors, Executive Officers, Promoters, and Control
Persons
Security Ownership of Certain Beneficial Owners and
Management
Description of Securities
Interest of Named Experts and Counsel
Disclosure of Commission Position on Indemnification for
Securities Act Liabilities
Organization Within Last Five Years
Description of Business
Management's Discussion and Analysis or Plan of Operation
Description of Property
Certain Relationships and Related Transactions
Market for Common Equity and Related Stockholder Matters
Executive Compensation
Financial Statements
Changes In and Disagreements with Accountants on Accounting and
Financial Disclosure
PART II
Indemnification of Directors and Officers
Other Expenses of Issuance and Distribution
Recent Sales of Unregistered Securities
Exhibits
Undertakings
Signatures
ABOUT THIS REGISTRATION STATEMENT
The terms "DotCom Visions," "DotCom," "our," and "we", and "Company" as used
in this Registration statement, refer to the issuer, DotCom Visions, Inc.
In this Registration statement, when we refer to "this offering" or "the
offering," those terms include the shares being offered by security
shareholders to the public.
You should rely only on the information contained in this Registration
statement. We have not authorized any other person to provide you with
different information. If anyone provides you with different or inconsistent
information, you should not rely on it. We are not making an offer to sell
these securities in any jurisdiction where the offer or sale is not permitted.
You should assume that the information appearing in this Registration
statement is accurate as of the date on the front cover of this Registration
statement only. Our business, financial condition, results of operations, and
prospects may have changed since that date.
SUMMARY
This summary is not complete and may not contain all of the information
that may be important to you. You should read the entire Registration
statement carefully, including the financial data and related notes,
before making an investment decision.
The Company: DotCom Visions, Inc., is a Delaware corporation. We are
in the business of providing start-up and ongoing
management service to business-to-business ("B2B")
e-commerce companies strategically through a network
of partner and/or similarly related companies. We
currently maintain our executive offices at 216 Alma
School Road, Suite 10, Mesa, AZ 85210. Our phone
number is (480) 898-1846.
Securities Offered: The 14,580,000 shares of Common Stock, $0.0001 par value
per share are being sold by selling shareholders. (SEE
"Selling Security Holders")
Shares of Common
Stock Outstanding
Before Offering: 14,580,000
Shares of Common
Stock Outstanding
After Offering,
Assuming Maximum
Amount Sold: 14,580,000 (All shares are being sold by selling
security holders of the Company.
Terms of the
Offering: The shares are being sold by selling security holders,
whereby it is their responsibility to determine the
terms of sale for the share(s) they hold.
Use of Proceeds: DotCom Visions will not receive any proceeds from the
sale of the shares.
Plan of
Distribution: The shares are being sold by the selling security
holders and the Company has no agreements or
understandings with any broker or dealer for the sales
of such shares. A selling security holder may determine
to use a broker-dealer in the sale of its securities and
the commission paid to such broker-dealer if any, will
be determined at that time. Prior to the involvement of
any such broker-dealer, such broker-dealer must seek and
obtain clearance of the compensation arrangements from
the National Association of Securities Dealers, Inc. In
such event, DotCom Vision will file a post-effective
Amendment identifying such broker-dealer(s).
The Company is a "Reporting Company" and thus is subject to the reporting
requirements of the Securities Exchange Act of 1934. We intend to furnish our
shareholders with annual reports containing financial statements audited by an
independent accounting firm.
There is currently no trading market for the Company's securities.
SELECTED FINANCIAL DATA
The following table sets forth certain selected financial data of DotCom
Visions, including its Balance Sheet, as of March 31, 2000, and Statement of
Operations for the period from May 7, 1998 (inception) to March 31, 2000. The
selected financial data has been derived from the consolidated financial
statements, and notes thereto, of DotCom Visions from inception to March 31,
2000. The operating data provided below and herein are not necessarily
indicative of future results for periods or the full year. The following
information should be read in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and with the
financial statements of DotCom Visions appearing elsewhere in this
registration statement.
BALANCE SHEET DATA
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March 31,
2000
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TOTAL ASSETS $ 4,570
CURRENT LIABILITIES: 1,461
LONG-TERM DEBT 51,000
TOTAL STOCKHOLDERS'
EQUITY (47,891)
TOTAL LIABILTIES AND
STOCKHOLDERS' EQUITY $ 4,570
=======
STATEMENT OF OPERATIONS DATA
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For the Eleven Months Ended March 31, 2000 and the Period from May 7, 1998
(Inception) to March 31, 2000.
Eleven Period from
Months Ended May 7, 1998 to
March 31, 2000 March 31, 2000
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TOTAL REVEVUE $ 0 $ 0
EXPENSES 51,289 56,261
NET LOSS $(51,289) $(56,261)
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NOTE REGARDING FORWARD-LOOKING STATEMENTS
This registration statement includes forward-looking statements. We have based
these forward-looking statements on our current expectations and projections
about future events. These forward-looking statements are subject to risks,
uncertainties, and assumptions about our partner companies, including, among
other things and us:
- development of an e-commerce market;
- - our ability to identify trends in our markets and the markets of
our partner companies and to offer new solutions that address the
changing needs of these markets;
- our ability to successfully execute our business model;
- - our partner companies' ability to compete successfully against
direct and indirect competitors;
- our ability to acquire interests in additional companies;
- growth in demand for Internet products and services; and
- adoption of the Internet as an advertising medium.
We undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events, or
otherwise. In light of these risks, uncertainties and assumptions, the
forward-looking events discussed in this registration statement might not
occur.
RISK FACTORS
The Company is in the development stage and the market it intends to compete
within is new and emerging. There are several competitors within the
marketplace that have significantly greater financial and management resources
than the Company. The following section describes some of the risk factors
specific to the Company, as well as risk factors associated with proposed
partner companies. Individuals should carefully consider the following risk
factors, in addition to the other information presented in this registration
statement, when evaluating the Company's business plan. Any of the following
risks could seriously harm the business and/or prevent the furtherance of the
business.
RISKS PARTICULAR TO DOTCOM VISIONS, INC.
A. THERE IS NO OPERATING HISTORY TO EVALUATE.
The Company's business strategy was developed in October of 1999, and to date
it has not commenced operations or generated any revenue. The Company
therefore has no operating history from which you may evaluate its business
and prospects. We are among the many companies that have entered into the
emerging Business-to-Business ("B2B") e-commerce market. In addition, many,
and likely all, of our proposed partner companies will be in the early stages
of their development. Our business and prospects must be considered in light
of the risk, expense, and difficulties frequently encountered by companies in
an early stage of development, particularly companies in new and rapidly
evolving markets such as B2B e-commerce. If we are unable to effectively
allocate our resources and help grow our partner companies we will not be able
to execute our strategy of developing a collaborative network of partner
companies.
B. OUR BUSINESS DEPENDS UPON THE PERFORMANCE OF OUR PARTNER COMPANIES, WHICH
IS UNCERTAIN.
Economic, governmental, industry, and other factors outside our control will
likely affect each of our partner companies. If our partner companies do not
succeed, the value of our assets will decline. The material risks relating to
our partner companies include:
. lack of the widespread commercial use of the Internet, which may
prevent our partner companies from succeeding;
. intensifying competition for the products and services our partner
companies may offer, which could lead to the failure of some or all of
our partner companies; and
. fluctuations in the market price of the common stock of any future
publicly traded partner companies, which are likely to affect the
price of our common stock.
Other potential material risks relating to partner companies are more fully
described below under "Risks Particular to Our Partner Companies."
C. OUR BUSINESS MODEL IS UNPROVEN.
Our strategy is based on an unproven business model. Our business model
depends on the willingness of companies to join our collaborative network and
the ability of the collaborative network to assist our partner companies. Our
business model depends on our ability to share information within our network
of partner companies. If competition develops among our partner companies, we
may be unable to fully benefit from the sharing of information within our
network of partner companies. If we cannot convince companies of the value of
our business model, our ability to attract new companies will be adversely
affected and our strategy of building a collaborative network will not
succeed.
D. WE MAY HAVE TO TAKE CERTAIN ACTIONS TO AVOID REGISTRATION UNDER THE
INVESTMENT COMPANY ACT OF 1940.
We believe that we will be actively engaged in the business of B2B e-commerce
through our network of partner companies. However, because many of the
proposed partner companies may not be majority-owned subsidiaries, changes in
the value of our interests in partner companies and the income/loss and
revenue attributable to them could require us to register as an investment
company under the Investment Company Act unless we take action to avoid being
required to register. Registration as an investment company could have a
negative impact on the Company. For example, the Company may be unable to sell
interests we would otherwise want to sell and may need to sell some assets,
which are not considered to be investment securities, including interests in
partner companies that we would not otherwise want to sell. We may also have
to ensure that we retain a greater ownership interest in our partner companies
than prudent after their initial public offerings. In addition, we may become
directly involved with additional income or loss-generating assets that we
might not otherwise have taken an interest with or may have to forgo
opportunities to develop interests in companies that we would otherwise want
to. It may not be feasible to operate as a registered investment company
because the Investment Company Act regulations are inconsistent with our
strategy of actively managing, operating, and promoting collaboration among
our network of partner companies.
E. THERE WILL BE FLUCTUATIONS IN OUR QUARTERLY RESULTS.
We expect that our quarterly results will fluctuate significantly due to many
factors, including, but not limited to, the following:
. the operating results of our partner companies;
. changes in equity losses or income and amortization of goodwill
related to the development of interests or divestiture of
interests in partner companies;
. changes in our methods of accounting for our partner company
interests, which may result from changes in our ownership
percentages of our partner companies;
. sales of equity securities by our partner companies, which could
cause us to recognize gains or losses under applicable accounting
rules;
. the pace of development or a decline in growth of the B2B e-
commerce market;
. intense competition from other service providers to B2B
e-commerce companies, which could increase our potential costs of
acquiring associated interests in additional companies, and competition
for the goods and services offered by our partner companies; and
. our ability to effectively manage our growth and the growth of
our partner companies during the anticipated rapid growth of the
B2B e-commerce market.
F. OUR SUCCESS WILL BE DEPENDENT ON OUR KEY PERSONNEL AND THE KEY PERSONNEL
OF OUR PROPOSED PARTNER COMPANIES.
If one or more members of our senior management, or our proposed partner
companies' senior management, were unable or unwilling to continue the
business and operations could be disrupted.
As previously stated, our Company is new and has yet to begin actual
operations. We have thus not hired our entire management team. While
additional management members are being hired and trained, our efficiency may
be limited until these employees are integrated into our operations. In
addition, we may be unable to find and hire qualified management and
professional personnel to help lead our partner companies and us.
The Company currently has two officers, which make up the management team.
Both of these individuals have other obligations and plan to initially devote
minimal time to promoting the Company's strategic business plan. If
management's other obligations take priority over that of the Company's it
will have a material adverse impact on the Company.
The success of our partner companies will also depend on their having highly
trained technical and marketing personnel. Our partner companies will need to
continue to hire additional personnel as their businesses grow. A shortage in
the number of trained technical and marketing personnel could limit the
ability of our partner companies to increase sales of their existing products
and services and launch new product offerings.
G. WE HAVE HAD NO HISTORY OF OPERATIONS AND EXPECT OPERATING LOSSES IN THE
FORESEEABLE FUTURE.
The Company expects to incur operating losses for the foreseeable future and
if we ever have operating profits, we may not be able to sustain them.
Expenses will increase as we build an infrastructure to implement our business
model. For example, we expect to hire additional employees, expand information
technology systems, and lease more space for our corporate offices. In
addition, we plan to significantly increase our operating expenses to:
- broaden our partner company support capabilities;
- - explore partner opportunities and alliances with other
companies; and
- facilitate business arrangements among our partner companies.
Expenses may also increase due to the potential effect of goodwill
amortization and other charges resulting from future partnerships and/or
alliances, if any. If any of these and other expenses are not accompanied by
increased revenue, our operating losses will be even greater than we
anticipate.
H. PARTNER COMPANIES MAY GROW RAPIDLY AND WE MAY HAVE DIFFICULTY ASSISTING
THEM IN MANAGING THEIR GROWTH.
The partner companies may grow rapidly by adding new products and services and
hiring new employees. This growth may place significant strain on their
resources and on the resources the Company allocates to assist the partner
companies. In addition, our management may be unable to convince partner
companies to adopt our ideas for effectively and successfully managing their
growth.
I. WE MAY HAVE CONFLICTS OF INTEREST WITH PARTNER COMPANIES AND OUR PARTNER
COMPANIES MAY COMPETE WITH EACH OTHER.
The Company may compete with some of the partner companies for Internet-
related business opportunities and in providing services to B2B e-commerce
companies. Furthermore, partner companies may compete with each other for B2B
e-commerce opportunities. The Company has no contracts or other understandings
with our existing shareholders or for future partner companies that would
govern the resolution of these potential conflicts. Such competition may deter
companies from partnering with us and may limit our business opportunities.
J. WE FACE COMPETITION FROM OTHER POTENTIAL SERVICE PROVIDERS IN B2B E-
COMMERCE COMPANIES.
The Company will face competition from other service providers, including
publicly traded Internet companies, venture capital companies, and large
corporations. Many of these competitors have greater financial resources and
brand name recognition than we do. These competitors may limit our opportunity
to develop interests in new partner companies. If we cannot build and develop
interests in attractive companies, our strategy to build a collaborative
network of partner companies will not succeed.
K. SUCCESS COULD BE IMPAIRED BY VALUATIONS PLACED ON INTERNET-RELATED
COMPANIES BY THE FINANCIAL MARKETPLACE.
The Company's strategy involves creating value for shareholders and partner
companies by helping partner companies develop and grow. We are therefore
dependent on the market for Internet-related companies in general, and in
particular for initial public offerings of those companies. To date, there
have been a substantial number of Internet-related initial public offerings
and additional offerings are expected to be made in the future. If the market
for Internet-related companies and initial public offerings were to weaken for
an extended period of time, the ability of our partner companies to grow and
access the capital markets will be impaired, and the Company may be required
to provide additional capital to partner companies.
L. INABILITY TO OBTAIN MAXIMUM VALUE FOR PARTNER COMPANY INTERESTS.
The Company may have significant interests in partner companies. While we
generally do not anticipate selling interests in our partner companies, if the
Company were to divest of all or part of them, we may not receive maximum
value for these positions. Furthermore, in partner companies that may have
publicly-traded stock, the Company may be unable to sell its interest at then-
quoted market prices. For those partner companies that do not have publicly
traded stock, the realizable value of the Company's interests may ultimately
prove to be lower than the carrying value reflected in our consolidated
financial statements.
M. LACK OF OPPORTUNITIES TO DEVELOP INTERESTS IN COMPANIES.
The Company may be unable to identify partner companies that complement our
strategy, and even if we identify a company that complements our strategy, we
may be unable to develop an interest in the company for many reasons,
including:
- failure to agree on the terms of the development plan, such as
the amount or price of our services and/or interest;
- incompatibility between us and management of the company;
- competition from other service providers to B2B e-commerce
companies;
- a lack of capital sufficient to build and develop interests in
the company; and
- the unwillingness of the company to partner with us.
N. IF WE CANNOT PUT TOGETHER INTERESTS IN ATTRACTIVE COMPANIES, OUR STRATEGY
TO BUILD A COLLABORATIVE NETWORK OF PARTNER COMPANIES WILL NOT SUCCEED.
ADDITIONALLY, OUR RESOURCES AND OUR ABILITY TO MANAGE NEW PARTNER COMPANIES
MAY BE STRAINED AS WE DEVELOP MORE AND LARGER INTERESTS IN B2B E-COMMERCE
COMPANIES.
The Company plans to develop significant interests in B2B e-commerce companies
that complement its business strategy. These interests may place a significant
strain on our resources, ability to manage such companies, and ability to
integrate them into a collaborative network. Future developments of interests
with partner companies are subject to the following risks:
- - New interests may cause a disruption in ongoing support of
other partner companies, distract our management and other
resources and make it difficult to maintain standards,
controls, and procedures.
- - The Company may develop interests in companies in B2B e-commerce
markets in which we have little experience.
- - The Company may not be able to facilitate collaboration between
partner companies.
- - To fund future developments and expansions we may be required to
incur debt or issue equity securities, which may be dilutive to
existing shareholders.
O. THE PROGRESS AND OVERALL SUCCESS OF THE COMPANY IS SUBSTANTIALLY DEPENDENT
UPON THE ABILITIES OF THE CURRENT OFFICERS AND DIRECTORS OF THE COMPANY.
The Company's performance and operating results are substantially dependent on
the continued service and performance of its two officers and directors. The
Company intends to hire additional technical, sales, and other personnel as we
move forward with our business model. Competition for such personnel is
intense. There can be no assurance that the Company can retain its key
technical employees or be able to attract or retain highly qualified technical
and managerial personnel in the future. The loss of the services of any of
the Company's key employees or the inability to attract and retain the
necessary technical, sales, and other personnel would likely limit the chances
for success and have a negative effect upon the Company's business, financial
condition, operating results, and cash flows. While seeking partner companies,
management anticipates devoting up to twenty hours per month to the business
of the Company. The Company's officers have not entered into a written
employment agreement with the Company and they are not expected to do so in
the foreseeable future. The Company has not obtained key man life insurance
on its officers and directors. Notwithstanding the combined limited experience
and time commitment of management, loss of the services of this individual
would adversely affect development of the Company's business and its
likelihood of continuing operations.
The Company's officers and directors participate in other business ventures
which may compete directly with the Company. Additional conflicts of interest
and non-arms length transactions may also arise in the future.
RISKS PARTICULAR TO PARTNER COMPANIES
A. FLUCTUATION IN THE MARKET PRICE OF ANY PARTNER COMPANY'S PUBLICLY TRADED
COMMON STOCK MAY AFFECT THE MARKET PRICE OF OUR COMMON STOCK.
The Company's securities as of the date of this registration statement are not
publicly traded. Although the company intends to have its stock listed on the
over-the-counter (OTC) Bulletin Board, no assurance can be given this will
occur.
Fluctuations in the market price of any partner's publicly traded common stock
are likely to affect the market price of our common stock. Results of
operations, and accordingly the price of the partner's common stock, may be
adversely affected by the following factors:
- lack of acceptance of the Internet as an business or advertising
medium;
- inability to develop a large base of users of its Web sites who
possess demographic characteristics attractive to advertisers;
- lower advertising rates;
- slow development of the e-commerce market;
- lack of acceptance of its Internet content;
- loss of key content providers;
- intense competition;
- loss of key personnel; and
- inability to manage growth.
B. THE SUCCESS OF PARTNER COMPANIES WILL DEPEND ON THE DEVELOPMENT OF THE B2B
E-COMMERCE MARKET, WHICH IS UNCERTAIN.
All of the proposed partner companies will rely on the Internet for the
success of their businesses. The development of the e-commerce market is in
its early stages. If widespread commercial use of the Internet does not
develop, or if the Internet does not develop as an effective medium for the
provision of products and services, our partner companies may not succeed.
Long-term success will depend on widespread market-acceptance of B2B e-
commerce. A number of factors could prevent such acceptance, including the
following:
- - The unwillingness of businesses to shift from traditional
processes to B2B e-commerce processes;
- - the necessary network infrastructure for substantial growth in
usage of B2B e-commerce may not be adequately developed;
- - increased government regulation or taxation may adversely affect
the viability of B2B e-commerce;
- - insufficient availability of telecommunication services or changes
in telecommunication services could result in slower response times
for the users of B2B e-commerce; and
- concern and adverse publicity about the security of B2B e-commerce
transactions.
C. PARTNER COMPANIES MAY FAIL IF THEIR COMPETITORS PROVIDE SUPERIOR INTERNET-
RELATED OFFERINGS OR HAVE GREATER RESOURCES THAN OUR PARTNER COMPANIES.
Competition for Internet products and services is intense. As the market for
B2B e-commerce grows, the Company expects that competition will intensify.
Barriers to entry are minimal and competitors can offer products and services
at a relatively low cost. Partner companies will be competing for a share of a
customer's:
- purchasing budget for services, materials and supplies with other
online providers and traditional distribution channels;
- dollars spent on consulting services with many established
information systems and management consulting firms; and
- advertising budget with online services and traditional off-line
media, such as print and trade associations.
In addition, some partner companies may compete with each other to attract and
retain a critical mass of buyers and sellers. Several companies offer
competitive solutions that may compete with one or more partner companies. The
Company expects that additional companies will offer competing solutions on a
stand-alone or combined basis in the future. Furthermore, partner companies'
competitors may develop Internet products or services that are superior to, or
have greater market acceptance than, the solutions offered by the partner
companies. If partner companies are unable to compete successfully against
their competitors the partner companies will fail.
It is likely that many of the partner companies' will have competitors that
have greater brand recognition and greater financial, marketing, and other
resource than the partner companies. This may place the partner companies at a
disadvantage in responding to their competitors' pricing strategies,
technological advances, advertising campaigns, strategic partnerships, and
other initiatives.
D. SOME OF OUR PARTNER COMPANIES MAY BE UNABLE TO PROTECT THEIR PROPRIETARY
RIGHTS AND MAY INFRINGE ON THE PROPRIETARY RIGHTS OF OTHERS.
Proprietary rights, particularly in the form of copyrights, may be important
to the success and competitive position of many of the partner companies.
Although the partner companies may seek to protect their proprietary rights,
their actions may be inadequate to protect any trademarks, copyrights, and
other proprietary rights. In addition, effective copyright and trademark
protection may be unenforceable or limited in certain countries, and the
global nature of the Internet may make it impossible for some of the partner
companies to control the dissemination of their work and use of their
services. Some of the partner companies may also license content from third
parties and it is possible that they could become subject to infringement
actions based upon the content licensed from those third parties. Our partner
companies will likely generally obtain representations as to the origin and
ownership of such licensed content; however, this may not adequately protect
them. Any of these claims, with or without merit, could subject the partner
companies to costly litigation and the diversion of their technical and
management personnel. If the partner companies incur costly litigation and
their personnel are not effectively deployed the expenses and losses incurred
by our partner companies will increase and their profits, if any, will
decrease.
E. PARTNER COMPANIES THAT PUBLISH OR DISTRIBUTE CONTENT OVER THE INTERNET MAY
BE SUBJECT TO LEGAL LIABILITY.
Some of the partner companies may be subject to legal claims relating to the
content on their Web sites, or the downloading and distribution of this
content. Claims could involve matters such as defamation, invasion of privacy,
and copyright infringement. Providers of Internet products and services have
been sued in the past, sometimes successfully, based on the content of
material. In addition, some of the content provided by the partner companies
on their Web sites may be drawn from data compiled by other parties, including
governmental and commercial sources, and the partner companies re-enter the
data. This data may have errors. If any of the partner companies' Web site
content is improperly used or if any of the partner companies supply incorrect
information, it could result in unexpected liability. Any of the partner
companies that incur this type of unexpected liability may not have insurance
to cover the claim or its insurance may not provide sufficient coverage. If
the partner companies incur substantial cost because of this type of
unexpected liability, the expenses incurred by them will increase and their
profits, if any, will decrease.
F. PARTNER COMPANIES' COMPUTER AND COMMUNICATIONS SYSTEMS MAY FAIL, WHICH MAY
DISCOURAGE CONTENT PROVIDERS FROM USING OUR PARTNER COMPANIES' SYSTEMS.
Some or all of the partner companies' businesses may depend on the efficient
and uninterrupted operation of their computer and communications hardware
systems. Any system interruptions that cause the partner companies' Web sites
to be unavailable to Web browsers may reduce the attractiveness of their Web
sites to third party content providers. If third party content providers are
unwilling to use the partner companies' Web sites, the Company's business,
financial condition, and operating results could be adversely affected.
Interruptions could result from natural disasters as well as power loss,
telecommunications failure, and similar events.
G. THE PARTNER COMPANIES' BUSINESSES MAY BE DISRUPTED IF THEY ARE UNABLE TO
UPGRADE THEIR SYSTEMS TO MEET INCREASED DEMAND.
Capacity limits on some of the partner companies' technology, transaction-
processing systems, and network hardware and software may be difficult to
project and they may not be able to expand and upgrade their systems to meet
increased use.
If traffic on partner companies' Web sites increases, they will need to expand
and upgrade their technology, transaction processing systems, and network
hardware and software. The partner companies may be unable to accurately
project the rate of increase in use of their Web sites. In addition, the
partner companies may not be able to expand and upgrade their systems and
network hardware and software capabilities to accommodate increased use of
their Web sites. If the partner companies were unable to appropriately upgrade
their systems and network hardware and software, the operations and processes
would be disrupted.
H. THE PARTNER COMPANIES MAY NOT BE ABLE TO ATTRACT A LOYAL BASE OF USERS TO
THEIR WEB SITES.
While content will be important to all the partner companies' Web sites, the
proposed market maker partner companies will be particularly dependent on
content to attract business. The Company's success depends upon the ability of
these partner companies to deliver compelling Internet content to their
targeted users. If the partner companies are unable to develop Internet
content that attracts a loyal user base, the revenues and profitability of the
partner companies could be impaired.
Internet users can freely navigate and instantly switch among a large number
of Web sites. Many of these Web sites offer original content. Thus, the
partner companies may have difficulty distinguishing the content on their Web
sites to attract a loyal base of users.
I. PARTNER COMPANIES MAY BE UNABLE TO ACQUIRE OR MAINTAIN EASILY IDENTIFIABLE
WEB SITE ADDRESSES OR PREVENT THIRD PARTIES FROM ACQUIRING WEB SITE ADDRESSES
SIMILAR TO THEIRS.
Some of the partner companies may hold various Web site addresses relating to
their brands. These partner companies may not be able to prevent third parties
from acquiring Web site addresses that are similar to their addresses, which
could adversely affect the use by businesses of our their Web sites. In these
instances, the partner companies may not grow as the Company expects.
Governmental agencies and their designees generally regulate the acquisition
and maintenance of Web site addresses. The regulation of Web site addresses in
the United States and in foreign countries is subject to change. As a result,
the partner companies may not be able to acquire or maintain relevant Web site
addresses in all countries where they conduct business. Furthermore, the
relationship between regulations governing such addresses and laws protecting
trademarks is unclear.
J. SOME OF THE PARTNER COMPANIES MAY BE DEPENDENT ON BARTER TRANSACTIONS THAT
DO NOT GENERATE CASH REVENUE.
Some or all of the partner companies may enter into barter transactions, in
which they provide advertising for other Internet companies in exchange for
advertising for the partner company. In a barter transaction, the partner
company will reflect the sales of the advertising received as an expense and
the value of the advertising provided, in an equal amount, as revenue.
However, barter transactions do not generate cash revenue, which may adversely
affect the cash flows of some of our partner companies. Limited cash flows may
adversely affect a partner company's abilities to expand its operations and
satisfy its liabilities.
RISKS RELATING TO THE INTERNET INDUSTRY
A. CONCERNS REGARDING SECURITY OF TRANSACTIONS AND TRANSMITTING CONFIDENTIAL
INFORMATION OVER THE INTERNET MAY HAVE AN ADVERSE IMPACT ON OUR BUSINESS.
The Company believes that concern regarding the security of confidential
information transmitted over the Internet prevents many potential customers
from engaging in online transactions. If the partner companies that depend on
such transactions do not add sufficient security features to their future
product releases, their products may not gain market acceptance or there may
be additional legal exposure to them, which would adversely affect the
Company.
Despite the measures some of the partner companies may take, the
infrastructure of each of them will be potentially vulnerable to physical or
electronic break-ins, viruses, or similar problems. If a person circumvents
the security measures imposed by any of our partner companies, he or she could
misappropriate proprietary information or cause interruption in operations of
the partner company. Security breaches that result in access to confidential
information could damage the reputation of any one of our partner companies
and expose the partner company affected to a risk of loss or liability. Some
of our partner companies may be required to make significant investments and
efforts to protect against or remedy security breaches. Additionally, as e-
commerce becomes more widespread, our partner companies' customers will likely
become more concerned about security. If the partner companies are unable to
adequately address these concerns, they may be unable to sell their goods and
services.
B. RAPID TECHNOLOGICAL CHANGES MAY PREVENT THE PARTNER COMPANIES FROM
REMAINING CURRENT WITH THEIR TECHNICAL RESOURCES AND MAINTAINING COMPETITIVE
PRODUCT AND SERVICE OFFERINGS.
The markets in which the partner companies may operate will be characterized
by rapid technological change, frequent new product and service introductions,
and ever-evolving industry standards. Significant technological changes could
render their Web site technology or other products and services obsolete. The
e-commerce market's growth and intense competition exacerbate these
conditions. If the partner companies are unable to successfully respond to
these developments or do not respond in a cost-effective way, our business,
financial condition and operating results will be adversely affected. To be
successful, the partner companies will need to adapt to their rapidly changing
markets by continually improving the responsiveness, services, and features of
their products and services and by developing new features to meet the needs
of their customers. Our success will depend, in part, on the partner
companies' ability to license leading technologies useful in their businesses,
enhance their existing products and services and develop new offerings and
technology that address the needs of their customers. The partner companies
will also need to respond to technological advances and emerging industry
standards in a cost-effective and timely manner.
C. GOVERNMENT REGULATIONS AND LEGAL UNCERTAINTIES MAY PLACE FINANCIAL BURDENS
ON OUR BUSINESS AND THE BUSINESSES OF OUR PARTNER COMPANIES.
As of the date of this Registration Statement, there were few laws or
regulations directed specifically at e-commerce. However, because of the
Internet's popularity and increasing use, new laws and regulations may be
adopted. These laws and regulations may cover issues such as the collection
and use of data from Web site visitors and related privacy issues, pricing,
content, copyrights, online gambling, distribution, and quality of goods and
services. The enactment of any additional laws or regulations may impede the
growth of the Internet and B2B e-commerce, which could decrease the revenue of
partner companies and place additional financial burdens on the Company's
business and the businesses of the partner companies.
Laws and regulations directly applicable to e-commerce or Internet
communications are becoming more prevalent. For example, Congress recently
enacted laws regarding online copyright infringement and the protection of
information collected online from children. Although these laws may not have a
direct adverse effect on our business or those of the partner companies, they
add to the potential legal and regulatory burden faced by B2B e-commerce
companies.
The above-described risk factors include forward-looking statements that may
have an impact on its business, if, and when the Company begins operations.
AVAILABLE INFORMATION
DotCom Visions is subject to the informational requirements of the Exchange
Act and, in accordance therewith, files reports, proxy statements, and other
information with the Securities and Exchange Commission (the "Commission").
Such reports, proxy statements, and other information may be inspected and
copied on the Commission's home page on the World Wide Web at
HTTP://WWW.SEC.GOV or at the Commission's public reference room located at
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's Regional Offices located at Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661, and at 7 World Trade
Center, 13th Floor, New York, New York 10048. Information about the
Commission's public reference room can be obtained by calling 800/SEC-0330.
Copies of such materials may also be obtained at prescribed rates from the
Public Reference Section of the Commission located at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549. DotCom Visions has filed a registration
statement relating to registering the Company with the Commission pursuant to
the provisions of the Securities Act of 1933, as amended (the "Securities
Act"). This registration statement forms a part of this registration
statement; however, it does not contain all the information set forth in the
registration statement, the exhibits and schedules thereto, and the documents
incorporated herein and therein by reference. For further information with
respect to DotCom Visions and the securities offered hereby, reference is made
to the registration statement, the exhibits and schedules theret,o and the
documents incorporated herein and therein by reference. Summaries of and
references to various documents in this registration statement do not purport
to be complete and in each case reference is made to the copy of such document
which has been filed as an exhibit to or incorporated by reference into the
registration statement.
DotCom Visions will provide without charge to each person who receives a copy
of this registration statement, upon written or oral request by such person, a
copy of any of the information incorporated herein by reference, not including
exhibits. Such requests should be made in writing to John Hoffman, 216 Alma
School Road, Suite, 10, Mesa AZ 85210.
DotCom Visions intends to furnish its stockholders with annual reports
containing audited financial statements and such other reports as may be
required by law.
USE OF PROCEEDS
DotCom Visions will not receive any proceeds from the sale of the securities
being registered pursuant to this statement.
DETERMINATION OF OFFERING PRICE
There is no established public market for our shares. As a result, the
offering price and other terms and conditions relative to our shares have been
arbitrarily determined by us and do not bear any relationship to assets,
earnings, book value, or any other objective criteria of value. In addition,
no investment banker, appraiser, or other independent third party has been
consulted concerning the offering price for the shares or the fairness of the
offering price used for the shares.
DILUTION
There is no current market for the securities being offered by the selling
security holders herein. If, and when the common shares of stock are
registered, each selling security holder will be able to set the timing for
sale of their shares, which may be based among several factors including
price, of which there currently is no means to determine.
The Board of Directors is authorized to issue additional shares of common
stock, not to exceed the amount authorized by the Company's Certificate of
Incorporation, and to issue options for the purchase of such shares, on such
terms and conditions, and for such consideration as the Board may deem
appropriate without further stockholder action.
SELLING SECURITY HOLDERS
DotCom Visions is registering, for offer and sale shares, the common stock
held by certain security holders. The selling security holders may offer their
shares for sale on a continuous or delayed basis pursuant to Rule 415 under
the 1933 Act. SEE "RISK FACTORS--Additional Shares Entering Public Market
without Additional Capital Pursuant to Rule 144" and "Selling Security holders
May Sell Shares at any Price or Time."
Subsequent to the effective date of this registration statement, the Company
intends to apply for quotation on the OTC Bulletin Board, which is maintained
by NASDAQ for its common stock; however, there can be no assurance that the
common stock will be accepted for quotation thereon. SEE RISK FACTORS - "No
Current Trading Market for the Company's Securities" and DESCRIPTION OF
SECURITIES - "Admission to Quotation to NASDAQ SmallCap Market and Bulletin
Board"
All of the shares registered herein will become tradable on the effective date
of this registration statement. The following table sets forth the beneficial
ownership of the shares held by each person who is a selling security holder
and by all selling security holders as a group.
Name of Common Shares Percentage
Selling Security Stock Being Of Total
Holder Owned Registered Shares
- ---------------------- ------ ---------- ----------
Anger, Edward 10,000 10,000 *
Anger, Mike 10,000 10,000 *
Anger, Tracey 10,000 10,000 *
Carleton, Dan 10,000 10,000 *
Damji, Badru 10,000 10,000 *
Damji, Gulshan 10,000 10,000 *
DeGroot, Marcel 10,000 10,000 *
Edwards, Debra 10,000 10,000 *
Edwards, Kenneth Brian 10,000 10,000 *
Edwards, Tammy 10,000 10,000 *
Ferris, Edith 10,000 10,000 *
Godzic, Jarek 10,000 10,000 *
Godzic, Robert 10,000 10,000 *
Husarik, Dean 10,000 10,000 *
Imbery, Collette 10,000 10,000 *
Jarvis, Heather 10,000 10,000 *
Kachmarski, Jason 10,000 10,000 *
Liggins, Kevin 10,000 10,000 *
Manji, Ariff 20,000 20,000 *
Manji, Nimet 20,000 20,000 *
Marotta, Peter 20,000 20,000 *
McCourt, Stephen 20,000 20,000 *
McDonald, Marion 10,000 10,000 *
McDonald, Reuben 10,000 10,000 *
McEvoy, Sherry 100,000 100,000 *
McMurray, Melanie 10,000 10,000 *
Rakos, Brian 10,000 10,000 *
Sulima, Elaine 10,000 10,000 *
Sulima, Jeffery 10,000 10,000 *
Sulima, Lenard 10,000 10,000 *
Brown, Marcie 100,000 100,000 *
Clark, Steve (3) 500,000 500,000 3.4%
Grauer, Dal (1) 200,000 200,000 1.4%
John Hoffman (2) 750,000 750,000 5.1%
Checkers Investments Ltd. 200,000 200,000 1.4%
Derby Holdings Ltd. 3,166,667 3,166,667 21.7%
Euro-Equities Ltd. 2,500,000 2,500,000 17.1%
Fulford Partners Ltd. 150,000 150,000 1.0%
Hane Development, Inc. 3,166,666 3,166,666 21.7%
Stockworks Capital USA, Inc. 150,000 150,000 1.0%
Swanson Investment Ltd. 100,000 100,000 *
Victory Funding Group Ltd. 3,166,667 3,166,667 21.7%
Selling Security
Holders as a Group 14,580,000 14,580,000 100.0%
---------- ----------
Total Number of Shares: 14,580,000 14,580,000
---------- ----------
* Less than 1%.
The selling security holders, as a group, are hereby registering 14,580,000
common shares, of which after the effective date of this registration
statement, they may sell at any price or time.
The shares owned by the selling security holders are being registered pursuant
to Rule 415 of the General Rules and Regulations of the Securities and
Exchange Commission, which Rule pertains to delayed and continuous offerings
and sales of securities. In regard to the shares offered under Rule 415, the
Company has given certain undertakings in Part II of the Registration
statement of which this registration statement is a part of, which in general,
commit the Company to keep this registration statement current during any
period in which offers or sales are made pursuant to Rule 415.
In the event the selling security holders receive payment for the sale of
their shares, the Company will not receive any of the proceeds from such
sales. The Company is bearing all expenses in connection with the registration
of the shares of the selling security holders.
PLAN OF DISTRIBUTION
DotCom Visions will not receive the proceeds from the sale of the shares by
the selling security holders.
The selling security holders' shares may be sold to purchasers from time to
time directly by, and subject to, the discretion of the selling security
holders. The selling security holders may from time to time offer their shares
for sale through underwriters, dealers or agents, who may receive compensation
in the form of underwriting discounts, concessions or commissions from the
selling security holders and/or the purchasers of the shares for whom they may
act as agents. The shares sold by the selling security holders may be sold
from time to time in one or more transactions: (i) at an offering price that
is fixed or that may vary from transaction to transaction depending upon the
time of sale or (ii) at prices otherwise negotiated at the time of sale. Such
prices will be determined by the selling security holders or by agreement
between the selling security holders and any underwriters.
Any underwriters, dealers, or agents who participate in the distribution of
the securities may be deemed to be "underwriters" under the Securities Act and
any discounts, commissions, or concessions received by any such underwriters,
dealers, or agents may be deemed to be underwriting discounts and commissions
under the Securities Act.
At the time a particular offer is made by, or on the behalf of, the selling
security holders, a registration statement, including any necessary supplement
thereto, will be distributed, which will set forth the number of shares of
common stock and other securities being offered and the terms of the offering,
including the name or names of any underwriters, dealers, or agents, the
purchase price paid by any underwriter for the shares purchased from the
selling security holders, any discounts, commissions, and other items
constituting compensation from the selling security holders, any discounts,
commissions, or concessions allowed, realized or paid to dealers, and the
proposed selling price to the public.
Pursuant to Regulation M of the General Rules and Regulations of the
Securities and Exchange Commission, any person engaged in a distribution of
securities, including on behalf of a selling security holder, may not
simultaneously bid for, purchase or attempt to induce any person to bid for,
or purchase securities of the same class for a period of five business days
prior to the commencement of such distribution and continuing until the
selling security holder (or other person engaged in the distribution) is no
longer a participant in the distribution.
If at some time the Company meets the requirements of the NASDAQ SmallCap
Market it will apply for listing thereon. If it should be accepted for listing
thereon, then certain underwriters may engage in passive market making
transactions in the Company's common stock in accordance with Rule 103 of
Regulation M.
In order to comply with the applicable securities laws of certain states, the
securities will be offered or sold in such states through registered or
licensed brokers or dealers in those states. In addition, in certain states,
the securities may not be offered or sold unless they have been registered or
qualified for sale in such states or an exemption from such registration or
qualification requirement is available, and with which the Company has
complied.
In addition and without limiting the foregoing, the selling security holders
will be subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder in connection with transactions in shares during the
effectiveness of the registration statement.
DotCom Visions will pay the entire expenses incident to the registration of
the shares (including registration pursuant to the securities laws of certain
states) other than commissions, expenses, reimbursements and discounts of
underwriters, dealers or agents, if any.
In addition and without limiting the foregoing, the selling security holders
will be subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder in connection with transactions in the sale of the
selling security holder shares during the effectiveness of this registration
statement.
RESALES OF THE SECURITIES UNDER STATE SECURITIES LAWS
The National Securities Market Improvement Act of 1996 ("NMSIA") limits the
authority of states to impose restrictions upon sales of securities made
pursuant to ss.ss.4(1) and 4(3) of the Securities Act of companies which file
reports under Sections 13 or 15(d) of the Securities Exchange Act. Sales of
the shares offered by the selling security holders in the secondary market may
be made pursuant to Section 4(1) (sales other than by an issuer, underwriter
or broker). It is anticipated that following the effective date hereof, the
selling security holder's shares will be eligible for resale in the secondary
market in each state.
LEGAL PROCEEDINGS
The Company is not a party to, and none of the Company's property is subject
to, any material pending or threatened legal proceeding.
DIRECTORS, EXCECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS
The following information sets forth certain information concerning the
Executive Officers and Directors of the Company as of October 31, 2000.
Name Age Position Term of Office
- ---- --- -------- --------------
John Hoffman 37 Director & Until next annual
President/CEO meeting of
stockholders
Steve Clark 40 Director, Vice Until next annual
President, VP- meeting of
Development stockholders
There are no other persons nominated or chosen to become Directors or
Executive Officers, nor do we have any employees other than the above. There
is no arrangement or understanding between any of our Directors or Officers
pursuant to which they were elected to his office. The removal of a Director
from the Board can be succeeded only by the following actions: (1) majority
vote of the existing Directors, or (2) majority vote of the shareholders of
record.
Resumes:
Mr. John Hoffman - Director and President. Mr. Hoffman has vast experience in
managing and developing business and business activities in a wide array of
industries. Mr. Hoffman has experience in management, marketing, engineering,
and product/business development in both big businesses as well as with start-
up developing companies.
Mr. Hoffman is the current Co-Owner and CEO of Orion Environmental Southwest,
Inc., a Stage II Environmental Compliance Testing company that specializes in
the service station industry. Mr. Hoffman is responsible for profit/loss,
marketing and all general administrative affairs. Mr. Hoffman was the Chief
Operating Officer and Partner of Precision Plastics Molding, Inc. until
February 1999, where he oversaw the development of systems and procedures to
streamline operations and maximize profitability. In addition he was involved
with providing marketing strategies, Quality Assurance, Purchasing,
Engineering, and Design. Mr. Hoffman was the President/CEO and Owner of
Premier Plastics Corporation from 1994 to 1998 where he developed the Start-up
Company, which offered custom plastic injection molding services that were
distributed worldwide. From 1992 to 1994, Mr. Hoffman was Senior Operations
Engineer and Manager of Site Development for Taco Bell Corporations/PepsiCo in
Irvine California where he was accountable for analytic and diagnostic
systems, engineering, and the business core processes, including the design
and implementation of information systems for corporate and field personnel.
In addition, Mr. Hoffman was a design manager for worldwide business
transactions that included forecasting and labor scheduling systems, the
creation and maintenance of operational standard databases and various labor
savings, trade-off, and Human Factors/Ergonomics studies. From 1990 to 1992,
Mr. Hoffman worked as a Industrial/Manufacturing Engineer at Northrop
Corporation's B-2 Division in Pico Rivera California, where he developed and
taught the Statistical Process Control training program and was involved
several studies and analysis for both business and product enhancement.
Steve Clark - Director and Vice President. Since 1994, Mr. Clark has been
employed by American Express TRS, where he has been involved with multiple
Internet, computer, and software related functions including, Software/Network
Specialist for web development and infrastructure support. From 1993 to 1996,
Mr. Clark, while working with Traveler Financial Services, served as a
Programmer/Analyst. Specific qualifications that Mr. Clark brings to the
Company include the technical knowledge and familiarity of web based design
and development from the initial stages through end-user testing. Mr. Clark
also has experience as a liaison between companies and new technology in
providing the required support bringing the product and/or service to use. In
1983 Mr. Clark received a B.S. in Biomedical Science from Montana State
University and in 1993 Mr. Clark received a B.S. in Computer Science
Engineering specializing in Software from Arizona State University. The
combination of Mr. Clark's education and vast experience within multiple
technology settings makes him an asset in providing direction to the Company.
The Company presently expects to conduct its first annual meeting of
shareholders and directors in March 2001, at which time directors will again
be elected. All directors serve for a period of one year, unless removed in
accordance with our By-Laws.
Potential Conflicts of Interest
The Company's officers and directors are currently engaged in other
employment. Consequently, there are potential inherent conflicts of interest
in acting as an officer and director of the Company. Insofar as the officers
and directors are engaged in other business activities, management anticipates
that it will devote only a minor amount of time to the Company's affairs. The
Company does not have a right of first refusal pertaining to opportunities
that come to management's attention insofar as such opportunities may relate
to the Company's proposed business operations.
A conflict may arise in the event that another company with which management
is affiliated is formed and actively seeks partner companies similar to that
of the Company's business plan. Initially Mr. Hoffman and Mr. Clark will be
responsible for seeking, evaluating, negotiating and consummating business
partnerships with companies, which may result in terms providing benefits to
Mr. Hoffman and Mr. Clark.
Mr. Hoffman is the current Co-Owner and CEO of Orion Environmental Southwest,
Inc., a Stage II Environmental Compliance Testing company and Mr. Clark is
currently employed by American Express TRS. As such, demands may be placed on
the time of Mr. Hoffman and Mr. Clark, which will detract from the amount of
time they are able to devote to the Company. Mr. Hoffman and Mr. Clark intend
to devote as much time to the activities of the Company as required. However,
should such a conflict arise, there is no assurance that Mr. Hoffman or Mr.
Clark would not attend to other matters prior to those of the Company. Both
Mr. Hoffman and Mr. Clark projects that initially approximately twenty hours
per month of their time may be spent locating partner companies which amount
of time would increase when the analysis of, and negotiations and consummation
with, a partner company are conducted.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following information sets forth certain information with respect to the
beneficial ownership of our Common Stock, by each person known to us to own
beneficially more than 5%, in aggregate, of the outstanding shares of our
common stock, the Directors and Named Executive Officers of the Company whom
hold securities of the Company, and all Executive Officers and Directors as a
group.
Beneficial Ownership Of Shares
Name Shares *Percent Security
- --------------- --------- ------- --------
Victory Funding Group Ltd. (1) 3,166,667 21.72% Common
Derby Holdings Ltd. (2) 3,166,667 21.72% Common
Hane Development, Inc. (3) 3,166,666 21.72% Common
Euro-Equities Ltd. (4) 2,500,000 17.15% Common
*Rounded up to the nearest whole number.
(1) Victory Funding Group Ltd., Sea Meadow House, PO Box 116, Road Town,
Tortola, British Virgin Islands. BVI Corporate Services Limited serve as the
Director(s) of Victory Funding Group Ltd., which was incorporated in the
British Virgin Islands as an open-ended investment company with limited
liability and is recognized and regulated as a private mutual fund pursuant to
the Mutual Funds Act of 1996 (as amended). For information purposes, details
of the subscribers (beneficial owners) are not made publicly available under
British Virgin Island legislation.
(2) Derby Holdings Ltd., Victory Funding Group Limited is the appointed
beneficial owner and is described above.
(3) Hane Development, Inc., 3rd Floor Macmillan House, 96 Kensington High
Street, London W8 4SG, United Kingdom. Victory Funding Group Limited is the
appointed beneficial owner and is described above.
(4) Euro-Equity Ltd., c/o Dominion Investments, Ltd. Providence House, East
Hill Street, P.O. Box SS 6827, Nassau, Bahamas.
Security Ownership Of Management
Name and Position Shares Percent Security
- ----------------- --------- ------- --------
John Hoffman (1)
President and Director 750,000 5.14% Common
Steve Clark (2)
Vice President, Vice President
Development, and Director 500,000 3.43% Common
Officers and Directors as
a Group 1,250,000 8.57% Common
(1) John Hoffman's address is 216 South Alma School Rd., Mesa, AZ 85210.
(2) Steve Clark's address is 216 South Alma School Rd., Mesa, AZ 85210.
The officer's shares were issued on March 15, 2000, at a price of $0.001 per
share. Total consideration was $1,250.
DESCRIPTION OF SECURITIES
Current Capital Structure
As of August 31, 2000, the Company has 75,000,000 Shares of Common Stock, par
value $0.0001, authorized, with 14,580,000 Shares outstanding, 25,000,000
Shares of Class-A Preferred Stock, par value $0.0001, authorized, with zero
Shares outstanding, and 25,000,000 Shares of Class-B Preferred Stock, par
value $0.0001, authorized, with zero Shares outstanding.
Common Stock
The holders of Common Stock are entitled to one vote for each share held of
record on all matters to be voted on by the shareholders. There is no
cumulative voting with respect to the election of directors, with the result
that the holders of more than 50 percent of the Shares voted for the election
of directors can elect all of the directors. The holders of Common Stock are
entitled to receive dividends when, as and if declared by the board of
directors out of funds legally available therefor. In the event of
liquidation, dissolution, or winding up of the Company, the holders of Common
Stock are entitled to share ratably in all assets remaining available for
distribution to them after payment of liabilities and after provision has been
made for each class of stock, if any, having preference over the common stock.
All of the outstanding Shares of Common Stock are, and the Shares of Common
Stock Offered hereby, when issued for the consideration set forth in this
Registration statement, will be fully paid and non-assessable.
Preferred Stock
The Company has 25,000,000 Shares of Class-A Preferred Stock, par value
$0.0001, authorized, with zero Shares outstanding, and 25,000,000 Shares of
Class-B Preferred Stock, par value $0.0001, authorized, with zero Shares
outstanding. No terms or preferences have been assigned to either class of
preferred stock.
Poison Pill
A "poison pill" is a strategic plan by a takeover-target company to make its
stock less attractive to an acquirer. A company may elect to issue a new
series of preferred stock that gives the shareholders the right to redeem it
at a premium price after the takeover is completed. Two variations of the
"poison pill" may be implemented: "flip-in poison pill" allows all existing
holders of target company shares except the acquirer to buy additional shares
at a bargain price; "flip-over poison pill" allows holders of common stock to
buy (or holders of preferred stock to convert into) the acquirer's shares at a
price in the event of an unwelcome merger. Such measures raise the cost of an
acquisition, and cause dilution, hopefully deterring a takeover bid. A third
type of "poison pill" is know as the "people pill", which is the threat that
in the event of a successful takeover, the entire management team will resign
at once, leaving the company without experience leadership. The Company is in
the business of providing management services to Internet and high technology
related companies, therefore precautions must be adhered to when seeking to
take a strategic position from potential companies to avoid "poison pill"
scenarios. In addition we may elect to initiate one or more of the above
described "poison pill" strategies to prevent a potential hostile take-over of
one or more of the Company's holdings.
Options and Warrants
The Company has no outstanding options or warrants to purchase common stock.
Debt Securities
The Company has no debt securities.
Additional Information Describing Stock
The above descriptions concerning the stock of the Company do not purport to
be complete. Reference is made to the Company's Certificate of Incorporation
and By-Laws which are included as exhibits to the registration statement of
which this registration statement is a part and which are available for
inspection at the Company's offices. Reference is also made to the applicable
statutes of the State of Delaware for a more complete description concerning
rights and liabilities of shareholders.
Admission to Quotation to NASDAQ SMALLCAP Market and OTC Bulletin Board
maintained by NASDAQ
If it meets the qualifications, DotCom Visions intends to apply for quotation
of its securities on the OTC Bulletin Board, which is maintained by NASDAQ. An
application on Form 15c211 for acceptance for quotation of its securities on
the OTC Bulletin Board was previously filed on in October of 2000.
If the Company's securities are not quoted on the OTC Bulletin Board, a
security holder may find it more difficult to dispose of, or to obtain
accurate quotations as to the market value of, the Company's securities. The
over-the-counter market ("OTC") differs from national and regional stock
exchanges in that it
(1) is not cited in a single location but operates through communication of
bids, offers and confirmations between broker-dealers and
(2) securities admitted to quotation are offered by one or more broker-dealers
rather than the "specialist" common to stock exchanges.
To qualify for quotation on the OTC Bulletin Board, an equity security must
have one registered broker-dealer, known as the market maker, willing to list
bid or sale quotations and to sponsor such a Company listing. If it meets the
qualifications for trading securities on the OTC Bulletin Board the Company's
securities will trade on the OTC Bulletin Board until such future time, if at
all, that the Company applies and qualifies for admission for listing on the
NASDAQ SmallCap Market. There can be no assurance that the Company will ever
qualify or if qualified that it will be accepted for listing of its securities
on the NASDAQ SmallCap Market.
To qualify for admission for listing on the NASDAQ SmallCap Market, an equity
security must, in relevant summary,
(1) be registered under the Securities Exchange Act of 1934;
(3) have at least three registered and active market makers, one of which may
be a market maker entering a stabilizing bid;
(3) for initial inclusion, be issued by a company with $4,000,000 in net
tangible assets, or $50,000,0000 in market capitalization, or $750,000 in
net income in two of the last three years (if operating history is less
than one year then market capitalization must be at least $50,000,000);
(4) have at a public float of at least 1,000,000 shares with a value of at
least $5,000,000; and
(5) have a minimum bid price of $4.00 per share; and (6) have at least 300
beneficial shareholders.
The Company plans to contract with a broker-dealer to file a 15c-211 with the
NASD in order to get its securities listed on the OTC Bulletin Board. No
assurance can be given that a broker-dealer will contract with the Company, or
if so, that the NASD will approve the 15c-211 and allow the securities to be
listed on the OTC Bulletin Board.
Transfer Agent
Signature Stock Transfer, 14675 Midway Road - Suite 221, Addison, Texas 75001
Reports to Shareholders
DotCom Visions will furnish to its shareholders annual reports containing
audited financial statements examined and reported upon, and with an opinion
expressed by, an independent certified public accountant. The Company may
issue other unaudited interim reports to its shareholders, as it deems
appropriate.
INTEREST OF NAMED EXPERTS AND COUNSEL
The validity of the issuance of the common stock offered in this offering will
be passed upon for us by Jeffrey A Nichols, Attorney at Law, 388 Market Street
Suite 500, San Francisco, CA 94111.
DotCom Visions' audited Balance Sheets as of March 31, 2000 and the related
Statements of Operations, Stockholders' Equity, and Cash Flow for the period
from May 7, 1998 (inception) through March 31, 2000, as included in this
registration statement, have been audited by Ovist and Howard, Inc.,
independent certified public accountants, as set forth in their reports
thereon appearing elsewhere herein and are included in reliance upon such
reports given upon authority of said form as experts in accounting and
auditing.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers, and control
persons of the Company pursuant to the Company's Articles of Incorporation,
By-Laws, Nevada Corporation law or otherwise, we have been advised that in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by us of expenses incurred or paid by a
director, officer, or control person of the Company and the successful defense
of any action, suit (or proceeding) is asserted by such director, officer, or
control person in connection with the securities being registered, we will,
unless in the opinion of its counsel the matter has been settled by a
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be overturned by the final
adjudication of such issue.
DESCRIPTION OF BUSINESS
Business Development
On May 7, 1998, Ace Legal Courier Services, Inc. was incorporated in the State
of Delaware for the specific intent of conducting courier services for lawyers
within the California area. Ace Legal Courier Services, Inc. conducted no
operations past the development stage and did not generate any revenue. On
October 29, 1999, the Board of Directors and the majority of shareholders of
Ace Legal Courier Services, Inc. voted and approved the sale of a controlling
interest in the Company, adopted a change in the Company's business plan, and
a name change to DotCom Visions, Inc. To date, DotCom Visions, Inc. has not
conducted any operations.
Neither Ace Legal Courier Services, Inc. nor DotCom Visions, Inc. have had any
bankruptcy, receivership, or similar proceedings. Other than the sale of a
controlling interest, adoption of the new business plan, and name change from
Ace Legal Courier Services, Inc. to DotCom Visions, Inc., neither Ace Legal
Courier Services, Inc. nor DotCom Visions, Inc. has had any material
reclassification, merger, consolidation, or purchase or sale of a significant
amount of assets in the ordinary course of business.
Business of Issuer
The Company's business plan is to become actively engaged in providing start-
up and ongoing management services to business-to-business ("B2B")e-commerce
companies through a network of partner and/or similarly related companies. The
extent and specific nature of these services are not known at this time, but
will be better determined as the Company progresses with its business plan and
sees the actual needs for the services of its partner companies. The goal is
to become a premier B2B e-commerce company "network" by establishing an e-
commerce presence in major segments of the economy through companies that are
inter-related and provide a combined synergistic group that derives direct
benefits from these relationships. The Company plans to focus on two sectors
of B2B e-commerce companies, namely Market Makers and Infrastructure Service
Providers. The Company defines Market Makers as companies that bring buyers
and sellers together by creating Internet-based markets for the exchange of
goods, services, and information. The Company defines Infrastructure Service
Providers as businesses that sell software and services to other businesses
engaged in e-commerce. The Company believes that a primary focus on the above
described aspects of the B2B e-commerce industry will enable rapid
exploitation of new opportunities and the ability to attract and develop
leading B2B e-commerce companies within the defined sectors described above.
To date, the Company has no relationships with any B2B e-commerce company(s)
(partner company(s)), and has provided no management services to any such
company(s).
Industry Background
The substantial growth in B2B e-commerce creates sizable market opportunities
for new emerging companies. Forrester Research estimates that the B2B e-
commerce market, defined as the inter-company trade of hard goods over the
Internet, will grow from $35 billion in 1998 to more than $1.3 trillion by
2003. The Company will focus on two types of B2B e-commerce companies, which
the Company defines as "Market Makers" and "Infrastructure Service Providers".
. Market Makers bring buyers and sellers together by creating Internet-
based markets for the exchange of goods, services, and information. Market
Makers enable more effective and lower cost commerce for traditional
businesses by providing access through the Internet to a broader range of
buyers and sellers. Market Makers typically operate in a specific industry and
tailor their business models to match a target market's distinct
characteristics.
. Infrastructure Service Providers sell software and services to businesses
engaged in e-commerce. Many businesses need assistance in designing business
practices to take advantage of the Internet and in building and managing the
technological infrastructure needed to support B2B e-commerce.
Strategy
The Company's planned operating strategy is to integrate various companies
(partner companies) into a collaborative network by developing long-term
relationships with and among them. The Company plans to use and develop
collective resources within the partner companies to actively promote the
business strategies, operations, and management teams of the partner
companies. The Company believes its current management team (SEE - "Directors,
Executive Officers, Promoters, and Control Persons") brings experience,
industry relationships, and specific expertise within the B2B e-commerce
industry that will enhance the ability of the Company's proposed collaborative
network to facilitate innovation and growth among the partner companies. The
current management team is limited to the two officers of the company and the
amount of time that each of them plan to devote promoting the Company's
business plan will be limited to a part-time basis. In addition, the two
current officers currently have obligations and/or employment that may take
priority over that of the Company.
The Company plans to enhance the value of its holdings by taking strategic
positions with early-stage Market Maker and Infrastructure Service Provider
companies that have the potential for significant growth within the B2B e-
commerce industry. The Company believes that the most effective way to
implement its business plan is to locate and become involved with undervalued
companies within the above-specified sectors and then promote synergistic
business relationships among them.
Competition
The Company will face competition from other service providers, including
publicly traded Internet companies (America On-Line, YAHOO, Lycos), venture
capital companies (Internet.com, Internet Capital Group, CMGI), and other
large corporations. Many of these competitors have greater financial
resources, more experienced management, and greater brand name recognition
than Company's. These competitors may limit the potential opportunity to
become involved with new partner companies and thereby prevent the development
of the Company's proposed business strategy of creating a collaborative
network of partner companies. If the Company is unable to attract, develop,
and maintain relationships with the proposed partner companies it would have a
material adverse impact on the success of the Company.
Reference is made throughout this registration statement to "partner
companies" in which the Company anticipates developing a strategic interest.
These statements are forward-looking, and as of the date of this registration
statement the Company has no partner companies. Furthermore, the Company must
overcome multiple barriers before it will be able to enter into a strategic
relationship with a partner company (See "Risks Particular to DotCom Visions,
Inc." within Item 1 of this registration statement). If, and when, the Company
begins actual operations, it does not plan to act as an agent or legal
representative for any of the partner companies. The Company will not have the
types of liabilities in relation to the proposed partner companies that a
general partner of a partnership would have. The Company currently has no
relationship, by agreement or otherwise, with any partner company(s).
The Company has no new public announcements of services or products planned.
The Company does not rely on raw materials for conducting its business.
The Company will not be dependent on one or a few major customers, but it will
rely on the success and overall synergetic combination of the partner
companies in which it anticipates taking a strategic position. (See "Risks
Particular To Our Partner Companies" within Item 1 of this Registration
Statement).
The Company currently has no patents, trademarks, licenses, franchise, royalty
agreements, or labor contracts in place.
The Company is unaware of need for governmental approval for its proposed
business plan. However, federal and state approval may be required beyond that
the Company is currently aware. For example, states in which the Company may
operate may have specific regulations and/or guidelines that will need to be
followed that could potentially result in reduction of the Company's overall
revenue.
The Company is unaware of any environmental laws (federal, state, or local)
that will have an effect on its proposed business.
The Company has spent no money over the past two years on research and
development.
Currently the Company has no employees excluding the current officers and
directors. The two officers and directors of the Company, John Hoffman and
Steve Clark are currently employed full-time. Mr. John Hoffman is currently
the Co-Owner and CEO of Orion Environmental Southwest, Inc., a Stage II
Environmental Compliance Testing company. Mr. Clark currently is employed by
American Express TRS as a Software/Network Specialist. The two officers and
directors anticipate devoting, at most, 20 hours per month. This is only
estimation and may be increased or decreased depending on unforeseen factors.
Though no commercial conflicts are anticipated between the current employers
of the officer, directors, and the Company no assurance can be given that this
will continue.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following section contains forward-looking statements that involve risks
and uncertainties. Our actual results could differ materially from those
anticipated in these forward-looking statements as a result of certain
factors, including those set forth under "Risk Factors" and elsewhere in this
registration statement. The following should be read in conjunction with our
audited Consolidated Financial Statements included within this registration
statement.
Plan of Operation
The DotCom Visions, Inc.'s business plan is to become actively engaged in
providing start-up and ongoing management services to business-to-business e-
commerce related companies. The Company intends to develop interests in B2B e-
commerce companies, many of which will likely generate losses. We may also
experience significant volatility in our quarterly results. If, and when, the
Company begins operations, there can be no assurance that we will ever report
a net income in any period, and we expect that we will report operating losses
for the foreseeable future. In addition, in order to proceed with the proposed
business plan of providing services and developing B2B e-commerce companies
the Company will need to raise capital. Management's plan, "for the next
several months" is to raise capital and begin making contact with potential
partner companies. There can be no assurance or guarantee that there will be
any interest by investors to invest in the Company or that the Company can
raise any proceeds. If the Company cannot raise capital it will have a
material adverse impact on the progress of its strategic business plan.
Excluding its two current officers, the Company has no employees. While the
Company plans to hire additional employees and train them, it may be unable to
find and hire additional qualified management and professional personnel to
help lead our partner companies and us. The addition of employees will depend
on the ability of the Company to raise additional capital and attract partner
companies, neither of which can be assured that they will occur.
The Company's two officers make up its entire management team. Both of these
individuals are employed at other companies and plan to initially devote
minimal time to promoting the Company's strategic business plan. If other
obligations take priority for either of the officers, it will have a material
adverse impact on the progress of the Company. In addition, there has been and
are no plans for compensating the officers until sufficient revenue flow can
be generated, of which, there is no guarantee. Since the officers and
directors are being compensated by their employment elsewhere. They may be
less motivated to spend adequate time promoting the Company.
Management does not anticipate any product research and development, or the
purchase or sale of any significant equipment.
Analysis of Financial Condition
The Company has not yet generated any cash flow from operating activities. The
Company does not expect to generate positive cash from operations for the year
ending December 31, 2000. From May 7, 1998 (inception) to March 31, 2000, the
Company has a net loss of $56,261. The losses were a result of organization
and other start-up related costs. As of March 31, 2000, the Company has $2,553
in cash. As of March 31, 2000, the Company has an unsecured long-term note
payable to three (3) stockholders of the Company (Victory Funding Group Ltd.,
Hane Development, Inc., and Derby Holdings, Ltd.). (SEE "Financial Statements"
within this Registration statement).
The Company does not foresee a material increase in operating expenses until
such time sufficient capital can be raised and the Company proceeds with its
business plan. Management believes that the Company must be successful in
raising equity or debt financing sufficient to meet its current working
capital requirements and to support the expenses associated with developing
the proposed partner companies within the next several months. There can be no
assurance that the terms negotiated by the Company will be acceptable to
potential partner companies and if favorable agreements cannot be made it
would have a material adverse impact on the Company. Management has not
negotiated or entered into any agreements with any potential partner
companies. In addition, management has not developed any development plans or
negotiation standards for dealing with potential partner companies.
Management's immediate plan is to focus its efforts on raising capital and
contacting potential partner companies. Management hopes to raise sufficient
capital within the next twelve months to initiate operations that include
positioning itself with partner companies and meeting both its short-term and
long-term operating requirements. The Company's two officers make up the
current management team. Both of these individuals have other obligations and
plan to initially devote minimal time to promoting the Company's strategic
business plan. If other obligations take priority for either of the officers
over that of the Company's, it will have a material adverse impact on the
progress of the Company. In addition, excluding the shares that were issued to
each of the officers at $0.001 per share, there have been, and are no plans
for compensation to be paid to the officers until sufficient revenue flow can
be generated.
Currently, management has not determined the dollar amount required to
adequately initiates its operations and has not determined a minimum or
maximum amount it plans to raise. The Company may encounter business
initiatives that require significant cash commitments or unanticipated
problems or expenses that could result in a requirement for additional cash
before that time. If the Company raises additional funds through the issuance
of equity or convertible debt securities, the percentage ownership of its
shareholders would be reduced, and such securities might have rights,
preferences or privileges senior to its common stock. Additional financing may
not be available upon acceptable terms, or at all. If adequate funds are not
available or are not available on acceptable terms, the Company's ability to
fund its expansion, take advantage of business opportunities, develop, or
enhance its business plan or otherwise respond to competitive pressures would
be significantly limited, and it may significantly restrict the Company's
operations.
DESCRIPION OF PROPERTY
For the period from May 7, 1998 (Inception) to March 31, 2000, the Company
incurred rent charges of $400. The Company has no property, and at this time
has no agreements to acquire any property. Going forward, the Company plans to
use the office of its officers, at no cost to the Company. Both parties have
agreed to continue this arrangement until the Company begins operations and/or
generates revenue.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On March 15, 2000, the Company issued 1,250,000 common shares to the officers
of the Company at ($0.001) per share as follows: John Hoffman, President, was
issued 750,000 in consideration for $750, Steve Clark, Vice President of
Development, was issued 500,000 in consideration for $500.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market Information
There is no trading market for the Company's Common Stock at present and there
has been no trading market to date. There is no assurance that a trading
market will ever develop or, if such a market does develop that it will
continue.
If and when the Company's securities are traded, the securities may likely be
deemed a "penny stock". The Securities and Exchange Commission has adopted
Rule 15g-9 which establishes the definition of a "penny stock," for purposes
relevant to the Company, as any equity security that has a market price of
less than $5.00 per share or with an exercise price of less than $5.00 per
share, subject to certain exceptions. For any transaction involving a penny
stock, unless exempt, the rules require: (i) that a broker or dealer approve a
person's account for transactions in penny stocks and (ii) the broker or
dealer receive from the investor a written agreement to the transaction,
setting forth the identity and quantity of the penny stock to be purchased. In
order to approve a person's account for transactions in penny stocks, the
broker or dealer must (i) obtain financial information and investment
experience and objectives of the person; and (ii) make a reasonable
determination that the transactions in penny stocks are suitable for that
person and that person has sufficient knowledge and experience in financial
matters to be capable of evaluating the risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure schedule prepared by the Commission relating to the penny
stock market, which, in highlight form, (i) sets forth the basis on which the
broker or dealer made the suitability determination and (ii) that the broker
or dealer received a signed, written agreement from the investor prior to the
transaction. Disclosure also has to be made about the risks of investing in
penny stocks in both public offerings and in secondary trading, and about
commissions payable to both the broker-dealer and the registered
representative, current quotations for the securities and the rights and
remedies available to an investor in cases of fraud in penny stock
transactions. Finally, monthly statements have to be sent disclosing recent
price information for the penny stock held in the account and information on
the limited market in penny stocks. The Company plans to have its securities
traded in the over-the-counter ("OTC") market. The OTC market differs from
national and regional stock exchanges in that it (1) is not cited in a single
location but operates through communication of bids, offers and confirmations
between broker-dealers and (2) securities admitted to quotation are offered by
one or more broker dealers rather than the "specialist" common to stock
exchanges. The Company may apply for listing on the NASD OTC Bulletin Board or
may offer its securities in what are commonly referred to as the "pink sheets"
of the National Quotation Bureau. No assurance can be given by the Company
that any of the above events will occur.
Holders
As of the date of this registration statement, there were approximately forty-
two (42) active stockholders.
Dividends
The Company has not paid any dividends to date, and has no plans to do so in
the immediate future.
EXECUTIVE COMPENSATION
The officers of the Company have not received any compensation, including no
bonus or incentive plans - stock, cash, or otherwise. The Company plans to
begin compensating the officers only at such time the Company is generating
sufficient revenues. Presently, the Company has not established any dates or
other requirements for the officers to begin receiving compensation. If, and
when, the time is deemed appropriate for the officers to receive compensation,
the matter will be brought before the Board of Directors to vote.
Compensation of Directors
During the most recently completed financial year ended December 31, 1999,
there was no compensation paid, by the Company to its director(s), for
services as a director(s). There are no standard arrangements for any such
compensation to be paid other than reimbursement for expenses incurred in
connection with their services as directors, although the Company from time to
time may grant options to acquire Common Shares for directors. As at the date
hereof the Company has no outstanding options to Directors that have been
granted for their services.
FINANCIAL STATEMENTS
The Company's date of Inception was May 7, 1998, under the name Ace Legal
Courier Services, Inc. On October 29, 1999, the Board of Directors and the
majority of shareholders of Ace Legal Courier Services, Inc. voted and
approved the sale of controlling interest in the Company and adopted a name
change to DotCom Visions, Inc. Financial Statements included herein consist
of: 1) the issuer's audited Balance Sheet as of March 31, 2000 and the related
Statements of Operations, Stockholders' Equity, and Cash Flow for the eleven
months ended March 31, 2000, and the period from May 7, 1998 (inception)
through March 31, 2000, and 2) the audited Balance Sheet as of December 31,
1998, and the related Statements of Operations, Stockholders' Equity, and Cash
Flows for the period from May 7, 1998, (inception) to December 31, 1998.
DotCom Visions, Inc.
Las Vegas, Nevada
We have audited the accompanying balance sheet of DotCom Visions, Inc. (A
development stage company) as of March 31, 2000, and the related statements of
operation, stockholders equity, and cash flows for the eleven months ended
March 31, 2000, and the period from May 7, 1998 (inception) to March 31, 2000.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements
based on our audits.
We concluded our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatements. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes the assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of DotCom Visions, Inc. (A
development stage company), as of March 31, 2000, and the results of its
operations and its cash flows for the eleven months ended March 31, 2000 and
the period of May 7, 1998 (inception) to March 31, 2000, in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 3 to the financial
statements, the Company has had no operations and no established source of
revenue. This raises substantial doubt about its ability to continue as a
going concern. Management's plan in regard to these matters is also described
in Note 3. The financial statements do not include any adjustment that might
result from the outcome of this uncertainty.
/s/ Ovist and Howard
--------------------
Ovist & Howard
Certified Public
Accountants
May 23, 2000
Henderson, Nevada
DOTCOM VISIONS, INC. (A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
MARCH 31, 2000
ASSETS
CURRENT ASSETS:
Cash $ 2,553
Note receivable-shareholder 1,450
-------
Total Current Assets $ 4,003
PROPERTY AND EQUIPMENT (Note 2):
Equipment 585
Allowance for depreciation (deduction) (18)
-------
Net Property and Equipment 567
-------
TOTAL ASSETS $ 4,570
=======
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts Payable $ 1,461
-------
Total Current Liabilities $ 1,461
LONG-TERM DEBT (Note 4) 51,000
STOCKHOLDERS EQUITY:
Common stock, $.0001 par value, authorized
75,000,000 shares; issued and outstanding at
March 31, 2000-14,580,000 shares 519
Preferred Stock, $.0001 par value, authorized
50,000,000 shares; no shares issued or
outstanding at March 31, 2000 0
Additional paid-in-capital 7,851
Deficit accumulated during development stage (56,261)
------
Total Stockholders' Equity (47,891)
=======
TOTAL LIABILTIES AND STOCKHOLDERS' EQUITY $ 4,570
=======
See accompanying accountants' audit report and
notes to financial statements.
DOTCOM VISIONS, INC. (A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE ELEVEN MONTHS ENDED MARCH 31, 2000, AND THE PERIOD FROM MAY 7, 1998
(INCEPTION) TO MARCH 31, 2000.
Eleven Period from
Months Ended May 7, 1998 (Inception)
March 31, 2000 to March 31, 2000
-------------- -----------------
INCOME:
Revenue $ 0 $ 0
EXPENSES:
Accounting expense 0 800
Amortization 0 58
Bank charges 167 311
Filing fees 0 69
Marketing 25 2,678
Office Expense 0 103
Transfer fees 0 500
Rent expense 400 400
Depreciation expense 18 18
Organization costs 50,089 50,089
Licenses and fees 515 640
Tax expense 0 50
Legal fees 0 500
Courier service 0 45
------ ------
Total Expenses 51,289 56,261
------ ------
NET LOSS $(51,289) $(56,261)
========= =========
See accompanying accountants' audit report
and notes to financial statements.
DOTCOM VISIONS, INC. (A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
PERIOD FROM MAY 7, 1998 (INCEPTION) TO MARCH 31, 2000
Deficit
Accumulated
Common Stock Additional During
------------ Paid-In Development
Shares Amount Capital Stage
------ ------ ------- -----
May 7, 1998
Issued for
Cash 1,000,000 $ 100 $ 0 $ 0
July 31, 1998
Issued from sale
of private
placement 43,000 4 4,296 0
Net loss,
May 7, 1998
To April 30, 1999 (4,972)
Stock split
10:1 10,430,000 0 0 0
March 15, 2000
Issued for
Cash 1,450,000 145 1,305 0
March 17, 2000
Issued for
Cash 2,500,000 250 2,250 0
March 17, 2000
Issued for
services
rendered 200,000 20 0 0
Net loss, eleven
Months ended
March 31,2000 (51,289)
---------- ------ ------- --------
Balance,
March 31, 2000
14,580,000 $ 519 $ 7,851 $(56,261)
========== ====== ======= ========
See accompanying accountants' audit report
and notes to financial statements.
DOTCOM VISIONS, INC. (A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE ELEVEN MONTHS ENDED MARCH 31, 2000 AND THE PERIOD FROM MAY 7, 1998
(INCEPTION) TO MARCH 31, 2000
Eleven Period from
Months Ended May 7, 1998 (Inception)
March 31, 2000 to March 31, 2000
-------------- -----------------
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net Loss $(51,289) $(56,261)
Amortization (38) 20
Depreciation 18 18
Changes in assets
and liabilities:
Equipment (585) (585)
Organization costs 289 0
Increased in current
Liabilities 1,461 1,461
CASH FLOWS FROM
INVESTING ACTIVITIES 0 0
CASH FLOWS FROM
FINANCING ACTIVITIES:
Issuance of common
stock for cash 3,950 8,350
Note payable 50,700 51,000
Note receivable (1,450) (1,450)
------ ------
Net increase in cash 3,056 2,553
CASH - Beginning of Period (503) 0
------ ------
CASH - End of Period $ 2,553 $ 2,553
====== =======
See accompanying accountants' audit report
and notes to financial statements.
DOTCOM VISIONS, INC. (A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
SEE ACCOMPANYING ACCOUNTANTS' AUDIT REPORT
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY:
The Company was organized May 7, 1998, under the laws of the
State of Delaware, as Ace Legal Courier Services, Inc. The
Company has no operations and in accordance with SFAS#7, the Company is
considered a development stage company.
NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES:
Accounting policies and procedures have not been determined except as
follows:
1. The Company uses the accrual method of accounting.
2. Earnings per share is computed using the weighted average number of
shares of common stock outstanding.
3. The Company has not yet adopted any policy regarding dividends. No
dividends have been paid since inception.
4. The Company has adopted a fiscal year end of April 30.
5. Equipment is recorded at cost. Depreciation is provided using the
straight-line method over the estimated useful lives of asset.
NOTE 3 - GOING CONCERN:
The Company's financial statements are prepared using the generally
accepted accounting principles applicable to a going concern, which
contemplates the realization of assets and liquidation of liabilities
in the normal course of business. However, the Company has no current
source of revenue. Without realization of additional capital, it would
be unlikely for the Company to continue as a going concern. It is
management's plan to raise substantial amounts of equity funds for use
in its administrative and general business activities.
NOTE 4 - RELATED PARTY ACCOUNTS AND TRANSACTIONS:
Included in long-term debt at March 31, 2000 are loans from the
officers-stockholders of the Company totaling $51,000.
Included in the current assets are notes receivable from the
stockholders of the Company for stock purchased totaling $1,450.
NOTE 5 - SUBSEQUENT EVENT:
DotCom Visions, Inc. is currently in the process of filing Form 10SB
with the Securities and Exchange Commission. Fees of $5,000 will be due
and payable upon the completion of the filing.
ACE LEGAL COURIER SERVICES, INC
INDEPENDENT AUDITORS' REPORT
Board of Directors January 28, 1999
Ace Legal Courier Services, Inc.
Rancho Mirage, California
I have audited the Balance Sheet of Ace Legal Courier Services, Inc. (A
Development Stage Company), as of December 31, 1998, and the related
Statements of Operations, Stockholders' Equity, and Cash Flows for the period
May 7, 1998, (inception) to December 31, 1998. These financial statements are
the responsibility of the Company's management. My responsibility is to
express an opinion of these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatements. An audit also includes examining, on a test basis, evidence
supporting the amounts of disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. I believe that my audit provides a reasonable basis
for my opinion.
In my opinion, the financial statements referred to above present fairly, in
all material aspects, the financial position of Ace Legal Courier Services,
Inc., (A Development Stage Company), as of December 31, 1998, and the results
of its operations and cash flows for the period May 7, 1998, (inception) to
December 31, 1998, in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note #3 to the financial
statements, the Company has had no operations and has no established source of
revenue. This raises substantial doubt about its ability to continue as a
going concern. Management's plans in regard to these matters are also
described in Note #3. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
/s/ Barry Friedman
- ------------------
Barry L. Friedman
Certified Public Accountant
1582 Tulita Drive
Las Vegas, Nevada 89123
ACE LEGAL COURIER SERVICES, INC.
(A DEVELOPMENT STAGE COMPANY)
DECEMBER 31, 1998
BALANCE SHEET
ASSETS
CURRENT ASSETS:
Cash $ 4,074
TOTAL CURRENT ASSETS 4,074
--------
OTHER ASSETS:
Organization Costs (Net) 250
TOTAL OTHER ASSETS 250
TOTAL ASSETS $ 4,324
========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts Payable $ 4,089
TOTAL CURRENT LIABILITIES 4,089
--------
STOCKHOLDERS' EQUITY:
Common stock, $.0001 par value,
authorized 50,000,000 shares;
issued and outstanding at
December 31, 1998-1, 043,000 shares 104
Additional paid-in capital 4,296
Deficit accumulated during
development stage -4,165
--------
TOTAL STOCKHOLDERS' EQUITY 235
--------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 4,324
========
See accompanying notes to financial statements & audit report
ACE LEGAL COURIER SERVICES, INC.
(A DEVELOPMENT STAGE COMPANY)
MAY 7, 1998, (Inception) TO DECEMBER 31, 1998
STATEMENT OF OPERATIONS
INCOME:
Revenue $ 0
--------
EXPENSES:
Accounting Expense 800
Amortization 39
Bank Charges 76
Filing Fees 69
Marketing 2,653
Office Expense 55
Transfer Fees 500
--------
TOTAL EXPENSES 4,165
--------
NET LOSS $ -4,165
========
Weighted average
number of common
shares outstanding 1,027,707
=========
Net Loss
Per Share $ -.0041
========
See accompanying notes to financial statements & audit report
ACE LEGAL COURIER SERVICES, INC.
(A DEVELOPMENT STAGE COMPANY)
DECEMBER 31, 1998
STATEMENT OF STOCKHOLDERS' EQUITY
Deficit
accumulated
Additional during
Common Stock paid-in development
Shares Amount capital stage
------ ------ ---------- ------------
May 7, 1998
issued for cash 1,000,000 $ 100 $ 0 $ 0
July 31, 1998
issued from
sale of private
placement (Note 1) 430,000 4 4,296
Net loss,
May 7, 1998
(inception) to
December 31, 1998 -4,265
---------- ------- -------- -----------
Balance,
December 31, 1998 1,043,000 $ 104 $ 4,296 $ -4,165
========== ======= ======== ===========
See accompanying notes to financial statements & audit report
ACE LEGAL COURIER SERVICES, INC.
(A DEVELOPMENT STAGE COMPANY)
MAY 7, 1998, (Inception) DECEMBER 31, 1998
STATEMENT OF CASH FLOWS
Cash Flows from
Operating Activities:
Net Loss $ -4,165
Amortization + 39
Changes in assets and
Liabilities:
Organization Costs $ - 289
Increase in current
liabilities $ +4,089
Cash Flows from
Investing Activities: 0
Cash Flows from
Financial Activities:
Issuance of common stock for cash $ +4,400
--------
Net increase in cash $ +4,074
Cash,
beginning of period 0
--------
Cash,
end of period $ 4,074
========
See accompanying notes to financial statements & audit report.
ACE LEGAL COURIER SERVICES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 1998
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized May 7, 1998, under the laws of the State of
Delaware, as Ace Legal Courier Services, Inc. The Company has no operations
and in accordance with SFAS #7, the Company is considered a development stage
company.
On May 7, 1998, the Company issued 1,000,000 shares of its $0.0001 par value
common stock for cash of $100.00 to a director of the Company.
On July 31, 1998, the Company completed a public offering that was offered
without registration under the Securities Act of 1933, as amended (The "Act"),
in reliance upon the exemption from registration afforded by sections 4(2) and
3(b) of the Securities Act and Regulation D promulgated thereunder. The
Company sold 43,000 shares of common stock at a price of $0.10 per share for a
total amount raised of $ 4,300.
NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES
Accounting policies and procedures have not been determined except as follows:
1. The Company uses the accrual method of accounting.
2. The cost of organization, $ 289.00, is being amortized over a period of 60
months (May 7, 1998, through may 6, 2003).
3. Earnings per share is computed using the weighted average number of shares
of common stock outstanding.
4. The Company has not yet adopted any policy regarding payment of dividends.
No dividends have been paid since inception.
5. The Company has adopted a fiscal year end of April 30.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using the generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. However, the Company has no current source of revenue. Without
realization of additional capital, it would be unlikely for the Company to
continue as a going concern. It is management's plan to seek additional
capital through a merger with an existing operating company.
NOTE 4 - RELATED PARTY TRANSACTION
The Company neither owns or leases any real or personal property. Office
services are provided without charge by a director. Such costs are immaterial
to the financial statements and accordingly, have not reflected therein. The
officers and directors of the Company are involved in other business
opportunities. If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company and their other
business interests. The Company has not formulated a policy for the resolution
of such conflicts.
NOTE 5 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional shares
of common stock.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
The Company has had no disagreements with the accountants, and has no further
financial disclosure other than the financial statements included herein. The
Company changed accountants from Barry Friedman, P.C. to Ovist & Howard, after
the sale of the controlling interest of Ace Legal Courier Services, Inc. on
October 29, 1999.
PART II
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our Bylaws provide that we shall, to the fullest extent permitted by
applicable law, as amended from time to time, indemnify all of our directors,
as well as any of our officers or employees to whom we have agreed to grant
indemnification.
Because the Bylaws of the Company provide for such indemnification, the
foregoing provisions of Delaware law and the organization documents of the
Company are broad enough to permit the Company to indemnify its Officers and
Directors from liabilities that may arise under the Securities Act.
INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES ACT OF
1933, AS AMENDED, MAY BE TO THE FOREGOING PROVISIONS, IT IS THE OPINION OF THE
SECURITIES AND EXCHANGE COMMISSION THAT SUCH INDEMNIFICATION IS AGAINST PUBLIC
POLICY AS EXPRESSED IN THE ACT AND IS THEREFORE UNENFORCEABLE.
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses in connection with this
registration statement.
Filing Fee--Securities and Exchange Commission $ 385
Fees and Expenses of Accountants and legal counsel 10,000
Blue Sky Fees and Expenses 1,000
Printing and EDGARizing Expenses 3,500
Miscellaneous Expenses 2,000
------
Total $ 16,885
======
RECENT SALES OF UNREGISTERED SECURITIES; USE OF PROCEEDS
FROM THE REGISTERED SECURITIES
On May 7 1998, the Company was incorporated under the laws of the State of
Delaware.
The date, title, and amount of unregistered securities sold/issued by DotCom
Visions, Inc., formerly Ace Legal Courier Services, Inc., are as follows:
1) Date: July, 1998
Number of shares: 430,000 (reflects 10:1 split on
10/29/99).
Total offering price: $0.10 per share
Total proceeds: $4,300
Principal underwriter: None.
Total commissions: $0
Net Proceeds: $4,300
Commissions paid: None.
Purchasers: 30 non-affiliated private
investors.
Exemption from registration: The statutory exemption, which the
Company relied on was Regulation D,
Rule 504 of the United States
Securities Act of 1933, as amended.
On October 29, 1999, pursuant to actions recommended by the Board of Directors
and approved by a vote of the shareholders, the Company (1) authorized a 10:1
forward split of the Company's issued and outstanding stock; (2) changed the
authorized capitalization to seventy-five million (75,000,000) non-assessable
shares of common stock, par value $0.0001, and twenty-five million
(25,000,000) Class A and twenty-five million (25,000,000) Class B preferred
stock, par value of $0.0001; (3) adopted a new business plan; and (4) approved
to the change the Company's name.
Effective October 29, 1999, Dal Grauer sold in a private transaction,
10,000,000 restricted common shares (the "Affiliate Insider Shares"), to the
following, none of which are an officer or director of the Company: Victory
Funding Group Ltd. - 3,166,667, Derby Holdings Ltd. - 3,166,667, Hane
Development, Inc. - 3,166,666, (these are considered "Affiliate Shares"). The
remaining 500,000 common shares were sold to Swanson Investments Ltd. -
100,000, Stockworks Capital USA, Inc. - 150,000, Checkers Investments Ltd., -
100,000, Fulford Partners Ltd., - 150,000 and are deemed Rule 144 Shares.
On March 7, 2000, the Company issued 200,000 shares to Dal Grauer for services
rendered to the Company pursuant to Section 4(2) of the Act, at an issuance
price of $0.001 per share, for total consideration of $200.00. Dal Grauer, an
officer and director of the Company was issued the above shares as an
affiliate insider shareholder ("Affiliate Insider Shares").
On March 15, 2000, the Company issued 1,250,000 shares pursuant to Section
4(2) of the Act, at an issuance price of $0.001 for total consideration of
$1,250.00, as follows: John Hoffman an officer and director was 750,000
shares, Steve Clark an officer and director was issued 500,000 shares as
affiliate insider shareholders ("Affiliate Insider Shares")
On March 15, 2000, the Company issued a total of 200,000 shares pursuant
Section 4(2) of the Act, at an issuance price of $0.001 per share, for total
consideration of $200.00, as follows: Ms. Sherry McEvoy was issued 100,000 and
Marcie Brown was issued 100,000 shares. Neither Ms. McEvoy or Ms. Brown are an
affiliate shareholder, as they each individually own less than ten percent of
the issued and outstanding shares of the Company, and neither are an officer,
director, or control person of the Company ("Rule 144 Shares").
On March 17, 2000, the Company issued 2,500,000 common shares pursuant to
Section 4(2) of the Act, at an issuance price of $0.001 per share, for total
consideration of $2,500.00, as follows: Euro Equities Ltd. was issued
2,500,000 shares, as an affiliate shareholder based on ownership of more than
10% of the issued an outstanding shares of the Company ("Affiliate Shares").
The use of proceeds from the unregistered securities was primarily used for
general start-up costs of the corporation.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
3(i) Articles of Incorporation
3(ii) By-Laws of the Company
5.1 Opinion re: legality
10.1 Offering Memorandum, May 10, 1998 (Rule 504 & Alberta
Canada)
23.1 Consent of Barry Friedman, CPA
23.2 Consent of Ovist and Howard, CPA's
27 Financial Data Schedule
99.1 List of Selling Security Holders
- ---------------
(b) The following financial statement schedules are included in this
registration statement.
The Company's date of Inception was May 7, 1998, under the name Ace Legal
Courier Services, Inc. Financial Statements include the issuer's audited
Balance Sheet as of December 31, 1998 and the related Statements of
Operations, Stockholders' Equity, and Cash Flows for the period May 7, 1998
(inception) to December 31, 1998. On October 29th, 1999 the Board of Directors
and the majority of shareholders of Ace Legal Courier Services, Inc. voted and
approved the sale of controlling interest in the Company and approved a change
in the corporate name. Inc., Financial Statements include the issuer's audited
Balance Sheet as of March 31, 2000 and the related Statements of Operations,
Stockholders' Equity, and Cash Flow for the period from May 7, 1998
(inception) through March 31, 2000.
UNDERTAKINGS
The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any registration statement required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the registration statement any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
(b) 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 the foregoing provisions, 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 of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
(c) The undersigned registrant hereby undertakes that:
(i) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of registration statement filed as
part of this registration statement in reliance upon Rule 430A and contained
in a form of registration statement filed by the registrant pursuant to Rule
424(b)(1) or 497(h) under the Securities Act shall be deemed to be part of
this registration statement as of the time it was declared effective.
(ii) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
DotCom Visions, Inc. certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form SB-2 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the city of Mesa,
State of Arizona, on the 16th day of November, 2000.
DOTCOM VISIONS, INC.
By: /s/ John Hoffman
----------------------
President and Director
By /s/ Steve Clark
----------------------
Secretary/Treasurer
and Director
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.
DOTCOM VISIONS, INC.
By: /s/ John Hoffman
----------------------
President and Director
By /s/ Steve Clark
----------------------
Secretary/Treasure
and Director
Date: November 16, 2000
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
REGISTRATION STATEMENT
ON FORM SB-2
UNDER
THE SECURITIES ACT OF 1933
DOTCOM VISIONS, INC.