RULE 504 OFFERING MEMORANDUM
Offering Circular
Dated May 10, 1998
Confidential
Ace Legal Courier Services.
(A Delaware Corporation)
500,000 Shares
At A Price of $.10 Per Share
Ace Legal Courier Services a Delaware corporation (the Company) is in the
business of conducting courier services within the California area There is no
assurance that the Company will be success or profitable in the future.
The Company's principal place office is located at 42-700 Bob Hope Drive,
Suite 304 Rancho Mirage, CA 92270.
AN INVESTMENT IN THE COMPANY IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF
RISK. INVESTMENT IN THE SECURITIES OFFFRED HEREBY IS SUITAELE ONLY FOR PERSONS
OF SUBSTANTIAL FINANCIAL MEANS WHO CAN AFFORD A TOTAL LOSS OF THEIR INVESTMENT
AND WILL EE SOLD ONLY TO ACCREDITED OR OTHER OTHERWISE QUALIFIED INVESTORS.
FOR A DISCUSSION OF THE MATERIAL RISKS IN CONNECTION WITH THE PURCHASE OF THE
SHARES, SEE "INVESTMENT RISK CONSIDERATIONS."
THE SECURITIES ARE BEING OFFERED WITHOUT REGISTRATION UNDER THE SECURITIES ACT
OF 1933 AS AMENDED (THE "ACT"), IN RELIANCE UPON THE EXEMPTION FROM
REGISTRATION AFFORDED BY SECTION'S 4(2) AND 3(b) OF THE SECURITIES ACT AND
REGULATION D PROMULGATED THEREUNDER
THIS MEMORANDUM HAS NOT BEEN REVIEWED OR APPROVED OR DISAPPROVED, NOR HAS THE
ACCURACY OR ADEQUACY OF THE INFORMATION SET FORTH HEREIN BEEN PASSED UPON BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES ADMINISTRATOR.
ANY RESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. This OFFERING IS BEING
MADE PURSUANT TO THE EXEMPTION AFFORDED BY SECTIONS 4(2) OR 3(b) OF THE
SECURITIES ACT OF 1933 AND RULE 504 REGULATION D PROMULGATED THEREUNDER AND
STATE SMALL CORPORATE OFFERING REGISTRATION PROVISIONS. PURSUANT TO RULE 504,
THE SHARES SOLD HEREBY WILL NOT BE SUBJECT TO ANY LIMITATIONS ON RESALE
THEREOF UNDER FEDERAL LAW. THE SHARES MAY, HOWEVER, BE SUBJECT TO LIMITATIONS
ON THE OFFER AND SALE AND THE RESALE OF THE SHARES IMPOSED BY THE BLUE SKY
LAWS OF INDIVIDUAL STATES. IN ADDITION, The COMPANY INTENDS TO FILE THE
REQUIRED DOC~MENTS IN CERTAIN OTHER STATES IDENTIFIED BY MANAGEMENT AS HAVING
POSSIBLE INVESTOR~INTEREST AND USE ITS BEST EFFORTS TO QUALIFY THE SHARES FOR
SECONDARY TRADING IN SUCH STATES, THOUGH NO ASSURANCE CAN BE GIVEN THAT IT
WILL BE ABLE TO QUALIFY The SHARES FOR SECONDARY TRACKING IN ANY SUCH STATES
IN WHICH IT SUBMITS SUCH APPLICATIONS AND DOCUMENTS. AN INABILITY TO QUALIFY
THE SHARES FOR SECONDARY TRADING WILL CREATE SUBSTANTIAL RESTRICTION ON THE
TRANSFERABILITY OF SUCH SHARES WHICH MAY NEGATE The BENEFIT OF THE EXEMPTION
PROVIDED BY RULE 504 OF REGULATION D. SEE "RISK FACTORS." THE COMPANY WILL USE
ITS BEST EFFORTS TO CAUSE THE SHARES TO BE LISTED ON THE ELECTRONIC BULLETIN
BOARD OPERATED BY THE NATIONAL ASSOCIATION OF SECURITIES DEALERS INC. AS A
MARKET IN WHICH THEY MAY BE TRADED. THERE IS NO ASSURANCE THAT SUCH LISTING
WILL BE OBTAINED OR THAT IF A LISTING IS OBTAINED THAT ANY MARKEV FOR THE
SHARES WILL DEVELOP, OR IF DEVELOPED THAT IT WILL BE SUSTAINED.
Subscription Proceeds to the
Price Commissions(1) Company
Per Share $.10 $-0- $50,000
(1) The Shares are being sold by the Company's sole Officer and Director and
no commission will be paid to him in connection with the Offering.
Ace Legal Courier Services
42-700 Bob Hope Drive, Suite 304
Rancho Mirage, CA 92270
(760)773-0278
OFFERING MEMORANDUM
Ace Legal Courier Services
(A Delaware Corporation)
Offering Memorandum Dated
500,OOO Shares
Ace Legal Courier Services (the "Company"), a Delaware corporation is offering
on a "best efforts, no minimum
Basis" up to a maximum of 500,000 shares of common stock ("Shares, $.0001 par
value, at $.10 per Share. Since there is no minimum, no proceeds will be held
in escrow account and all funds will be immediately available to the Company.
The Company intends to apply for inclusion of the Common Stock on the Over the
Counter Electronic Bulletin Board. There can be no assurances that an active
trading market will develop, even if the securities are accepted for
quotation.
Prior to this offering, there has been no public market for the common stock
of the Company. The price of the Shares offered hereby was arbitrarily
determined by the Company and does not bear any relationship to the Company's
assets, book value, net worth, results of operations or any other recognized
criteria of value, or, additional information regarding the factors considered
in determining the offering price of the Shares. see "Risk Factors - Arbitrary
Offering Price", "Description of Securities".
The Company does not presently file reports or other information with the
Securities and Exchange Commission ("Commission"). However, following
completion of this offering the Company intends to furnish its security
holders with annual reports containing audited financial statements and such
interim reports, in each case as it may determine to furnish or as may be
required by law.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED ~Y THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION
OF ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS ROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE SECURITIES ARE OFFERED BY THE COMPANY SUBJECT TO PRIOR SALE. ACCEPTANCE OR
AN OFFER TO PURCHASE, WITHDRAWAL, CANCELLATION, OR MODIFICATION OF THE OFFER,
WITHOUT NOTICE, THE COMPANY RESERVES THE RIGHT TO REJECT ANY ORDER, IN WHOLE
OR IN PART, FOR THE
PURCHASE OF ANY OF THE SECURITIES OFFERED HEREBY.
This offering involves special risks concerning the Company (see "Risk
Factors'). Investors should carefully review the entire Memorandum and should
not invest any funds in this Offering unless they can afford to lose their
entire investment. In making an investment decision, investors must rely on
their own examination of the issuer and the terms of the Offering, including
the merit and risks involved.
OFFERING SUMMARY
The following summary is qualified in its entirety by the detailed information
and financial statements and notes thereto appearing elsewhere in this
Memorandum.
The Company is in the business of conducting courier services for lawyers in
the California area. The Company was incorporated in the State of Delaware and
its principal executive office is located at 42-700 Bob Hope Drive, Suite 304.
Rancho Mirage, CA 92270.
RISK FACTORS
THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF
RISK. ONLY THOSE PERSONS ABLE TO LOSE THEIR ENTIRE INVESTMENT SHOULD PURCHASE
THESE SECURITIES. PROSPECTIVE INVESTORS, PRIOR TO MAKING AN INVESTMENT
DECISION, SHOULD CAREFULLY READ THIS PROSPECTUS AND CONSIDER, ALONG WITH OTHER
FACTORS REFERRED TO HEREIN, THE FOLLOWING RISK FACTORS:
Risk Factors Relating to the Business of the Company
Start-Up or Development Stage Company: The Company has had limited operations
since its organization and is a startup or development stage company No
assurance can be given that the Company will be able to compete with other
companies in its industry. The purchase of the securities offered hereby must
be regarded as the placing of funds at a high risk In a new or start-up
venture with all the unforeseen costs, expenses, problems, and difficulties to
which such ventures are subject See "Use of Proceeds to Issuer and Description
on of Business".
No Assurance of Profitability: To date, the Company has not generated any
revenue from operations. The Company does not anticipate any significant
revenues in the near future. The Company's ability to successfully implement
its business plan is depended on the completion of this Offering.
No Assurance of Payment of Dividends. No assurance can be made that the future
operations of the Company will result in additional revenues or will be
profitable. Should the operations of the Company become profitable it is
likely that the Company would retain much or all of its earnings in order to
finance future growth and expansion therefore the Company does not presently
intend to pay dividends, and it is not likely that any dividends will be paid
in the foreseeable future. See Dividend Policy.
Possible Need for Additional Financing. The Company intends to fund its
operations and other capital needs for the next 12 months substantially from
the proceeds of this Offering, but there can be no assurance that such funds
will be sufficient for these purposes. The Company may require additional
Offering amounts of capital for its future expansion, operations and working
capital. The Company has made no commitments to obtain future additional
financing and if required, there can be no assurance that such financing will
be available, or that such financing will be available on acceptable terms.
See "Use of Proceeds".
Dependence of Management: The Company's success is principally dependent on
its current management personnel for the operations of its business.
Broad Discretion in Application of Proceeds: The Management of the Company has
broad discretion to adjust the application and allocation of the met proceeds
of this offering, In order to address changed circumstances and opportunity.
As a result of the foregoing the Company will be substantially dependent upon
the discretion and judgment of the management of the Company with respect to
the application and allocation of the net proceeds hereof. Pending use of such
proceeds, the net proceeds of this offering will be invested by the Company in
temporary, short-term interest-bearing investments See "Use of Proceeds".
Arbitrary Offering Price: There has been no public market for the Company
securities. The price to the public of the Shares offered hereby has been
arbitrarily determined by the Company and hears no relationship to the
Company's earnings, book value, or any other recognized criteria of value.
Immediate and Substantial Diffusion: An investor In this offering will
experience immediate and substantial dilution.
Lack of Prior Market for Securities of the Company: No prior market has
existed for the securities being offered hereby and no assurance can be given
that a market will develop subsequent to this offering.
No Escrow of Investors' Funds: This Offering is being made on a "best efforts,
no minimum basis". As such, all the funds from this Offering will be
immediately available to the company.
USE OF PROCEEDS
The proceeds will be used by the Company for general working capital.
DIVIDEND POLICY
Holders of the Company's Common Stock are entitled to dividends when, ac and
if declared by the Board of Directors out of funds legally available
therefore. The Company does not anticipate the declaration or payment of any
dividends in the fore6eeable future. The company intends to retain earnings,
if any, to finance the development and expansion of its business. Future
dividend policy will be subject to the discretion of the Board of Directors
and will be contingent upon future earnings, if any, the Company's financial
condition, capital requirements, general business conditions and other
factors. Therefore, there can he no assurance that any dividends of any kind
will ever be paid.
THE COMPANY
The Company was founded with the specific intent of conducting courier
services for lawyers within the California area. The Company's president, Dal
Grauer age 51 holds a B.A. degree from the University of British Columbia,
Vancouver. B.C Mr. Grauer serves as Director and Secretary of Classic Vision
Entertainment since June 1996. Since April 1996 Mr. Grauer also serves as
Director and Secretary of Time Line Entertainment Inc, he also serves as
Director of Xecom Corp and Maesa Corp. two publicly held corporation's which
trades on the NNOTC electronic Bulletin Board.
Management
The following sets forth the names of the Company's officers and directors.
Dal Grauer President, Secretary, and Director
Mr. Grauer is the Company's sole officer and director.
EXECUTIVE COMPENSATION
Since the Company was recently incorporated, it has no historical information
with respect to executive compensation. However, at the Conclusion of the
Offering, the Company does not intend to compensate its officers from the
proceeds of this Offering and will do so only when the Company generates
profits
Compensation of Directors
Directors are not paid fees for their services nor reimbursed for expenses of
attending board meetings.
PRINCIPAL SHAREHOLDERS
Prior to this Offering, the Company had 1,000,000 shares of its Common Stock
issued and outstanding. The following table sets forth, as of May, 1998, the
beneficial ownership of the Company's Common Stock (i) by the only persons who
are known by the Company to own beneficially more than 5% of the Company's
Common Stock; (ii) by each director of the Company; and (ii) by all directors
and officers as a group.
Name Number of Shares Percentage owned Percentage Owned
Owned Prior to Offering After Offering
Dal Grauer 1,000,000 100% 66.67%
All Officer
as a Group 1,000,000 100% 66.67%
DESCRIPTION OF SECURITIES
Shares
The Company is offering hereby a best efforts, no minimum basis" up to a
maximum of 500,000 shares of Common Stock at $.0001 per Share.
Common Stock
The authorized capital stock of the Company consists of 80,000,000 Common
Stock, $.0001 par value and 20,000,000 Preferred Stock, $.0001 par value.
Holders of the Common Stock do not have preemptive rights to purchase
additional shares of Common Stock or other subscription rights. The Common
Stock carries no conversion rights and is not subject to redemption or to any
sinking fund provisions. All shares of Common Stock are entitled to share
equally in dividends and from sources available therefore when, as and if by
the Board of Directors and, upon liquidations or dissolution of the Company,
whether voluntary or involuntary, to share equally in the dividends of the
Company available for distribution to stockholders. All outstanding shares of
Common Stock are validly authorized and issued, fully paid and nonassessable
and all shares to be sold and issued as hereby will be validly authorized and
issued, fully paid and nonassessable. The Board of Director is authorized to
issue additional shares of Common stock riot to the amount authorized by the
Company's Certificate of Incorporation, on such terms and conditions and for
such consideration, as the Board may deem appropriate without further
stockholder action. The above description concerning the Common stock of the
Company does not purport to be complete. Reference is made to the Company's
Certificate of Incorporation and by which are available for inspection notice
at the Company's offices, as well as 10 the applicable statutes of the state
of Delaware for a more complete descriptions concerning the rights and
liabilities of stockholders.
Prior to this Offering, there has been no market for the Common Stock of the
Company and no predictions can be made of the effect, if any, that market
sales of shares or the availability of shares for sale will have on the market
price
prevailing from time to time. Nevertheless, sales of significant amount of the
Common Stock of the Company in the public market may adversely affect
prevailing market prices and may impair the ability to raise capital at that
time through the sale of its equity securities.
Each holder of common stock is entitled to one vote per share on all matters
on which stockholders are entitled to vote. Since the shares of the common
Stock do not have cumulative voting rights, the holders of more than 50
percent of the shares voting can elect all the directors if they choose to do
so and, in such event the holders of the remaining shares will not be able to
elect any person to the Board of Directors.
PLAN OF DISTRIBUTION
The Company has no underwriter for this Offering. The Shares will be offered
by the Company at the offering price of US$0.10 per Share on a best-efforts
basis.
Price of the Offering
There is no and never has been, a market for the shares, and there is no
guarantee that a market will ever develop for the Company's shares.
Consequently, the offering price has been determined by the Company. Among
other factors considered in such determination were estimates of business
potential for the Company, the Company's financial condition, and assessment
of the Company's management and the general condition of the securities market
at the time of this Offering. However, such price does not necessarily bear
any relationship to the assets, income or net worth of the Company.
The offering price should not be considered an indication of the actual value
of the shares. Such price is subject to change as a result of market
conditions and other factors, and no assurance can be given that the shares
can be resold at the Offering price.
There can be no assurance that an active trading market will develop upon
completion of this Offering, or if such market develops that it will continue.
Consequently, purchase of the Shares offered hereby may not find a ready
market for Shares.
PLAN OF DISTRIBUTION
The Company has no underwriter for this Offering. The Offering is therefore a
self-underwritten. The Shares will be offered by the Company at the offering
price of $.10 per Share.
Price of the Offering.
There is no and never has been, a market for the Shares, and there is no
guaranty that a market will ever develop for the Company's shares.
Consequently, the offering price has been determined by the Company. Among
other factors considered in such determination were estimates of business
potential for the Company, the Company's financial condition, an assessment of
the Company's management, and the general condition of the securities market
at the time of this Offering. However, such price does not necessarily bear
any relationship to the assets, income or net worth of the Company.
The offering price should not be considered an indication of the actual value
of the $hares. Such price is subject to change as a result of market
conditions and other factors, and no assurance can be given that the Shares
can be resold at the Offering Price.
There can be no assurance that an active trading market will develop upon
completion of this Offering, or if such market develops that it will continue.
Consequently, purchasers of the Shares offered hereby may not find a ready
market for Shares.
ADDITIONAL INFORMATION
Each investor warrants and represents to the Company that, prior to making an
investment in the Company, that he has had the opportunity to inspect the
books and records of the Company and that he has had the opportunity to make
inquiries to the officers and directors of the Company and further that he has
been provided full access to such information.
INVESTOR SUITABLITY STANDARDS AND INVESTMENT RESTRICTIONS
Suitability
Shares will be offered and sold pursuant to an exemption under the Securities
Act, and exemptions under applicable state securities and Blue Sky Laws. There
are different standards under these federal and slate exemptions, which must
be met by potential investors in the Company.
The Company will sell shares only to those investors it reasonably believes
meet certain suitability requirements described below.
Each prospective investor must complete a Confidential Purchaser Questionnaire
and each Purchaser Represents, if any, must complete a Purchaser
Representative Questionnaire.
EACH INVESTOR MUST BE RESPONSIBLE FOR DETERMINING THAT IT IS PERMITTED TO
INVEST IN THE COMPANY, THAT ALL APPROPRIATE ACTIONS TO AUTHORIZE SUCH AN
INVESTMENT HAVE BEEN TAKEN, AND THAT ANY REQUIRMENTS THAT ITS INVESTMENTS BE
DIVERSIFIED OR SUFFICIENTLY LIQUID HAVE BEEN MET.
An investor will qualify as an accredited Investor if he/she falls within any
one or the following categories at the time of the sale of the Shares to that
investor:
(1) A bank as defined in Section 3(a)(2) of the Securities Act, or a savings
end loan association or other institution as defined in Section 3(a)(5)(A) of
the Securities Act, whether acting as in its Individual or fiduciary capacity,
a broker or dealer registered pursuant to Section is of the Securities Act of
1934. an Insurance company as defined in Section 2(13) of the Securities Act,
an investment company registered under the Investment Company Act of 1940 or a
business development company as defined in Section 2(a)(48) of that Act, a
Small Business Investment Company licensed by the United States Small Business
Administration under Section 301(c) or(d)of the Small Business Investment Act
of 1958,; a plan established and maintained by a state, its political
subdivision, or any agency or instrumentality of a state of its political
subdivisions, for the benefit of its employees, if such plan has total assets
in excess of $5,000,000; an employee benefit plan within the meaning of the
Employee Retirement Income Security Act of 1974, if the investment decision is
made by a plan's fiduciary, as defined in Section 3(21) of that Act, which is
either a bank, savings and loan association, insurance company, or
registered investment adviser or if the employee benefit plan has total assets
in excess of $5,000,000, or, if a self-directed plan with the investment
decisions made solely by persons that are accredited investors:
(2) A private business development company as defined in section 202(a)(22) of
the Investment Advisers Act of 1940:
(3) An organization described in Section 501(c)(3) of the Internal Revenue
Code with total assets in excess of $5,000,000:
(4) A director or executive of the Company:
(5) A nature person whose individual net worth, or joint net worth with that
person's spouse at the time of such persons purchase of the share exceeds
$1,000,000;
(6) A natural person who has had an Individual income in excess of $200,000 in
each of the two most recent years or joint income with the person's spouse in
excess of $200,000 in each of those years and has a reasonable expectations of
reaching the same income level in the current year;
(7) A trust with total assets in excess of $5,000,000 not formed for the
specific purpose of acquiring the securities offered, whose purchase is
directed by a sophisticated person as describe in Rule 508(b)(2)(II) of
Regulation D: and
(8) An entity in which all of the equity owners are accredited investors (as
defined above)
As used in this Memorandum, the term net worth means the total assets over
total liabilities, in computing net worth for the purpose of (5) above, the
principal residence of the Investor must be valued at cost, Including cost of
improvements or at recently appraised value by an institutional lender making
a secured loan, net of encumbrances in determining income an investor should
add to the investors adjusted gross income any amount attributable to tax
exempt income, received, losses claimed as a limited partner in any limited
partnership, deductions claimed for depletion, contributions to an IRA or
KEOGH retirement plan, alimony payments and any amount by which income form
long term capital gains has been reduced in arriving at adjusted gross income.
In order to meet the conditions for exemption from the registration
requirements under the securities laws of certain jurisdictions, investors who
are residence of such jurisdiction may be required to meet additional
suitability requirements.
An Investor that does not qualify as an accredited Investor is a non-
accredited Investor and may acquire Shares only if.
(1) The Investor's knowledgeable and experienced with respect to investments
in speculative commons stock such as is offered here: and
(2) The Investor has been provided access to all relevant documents it desires
or needs; and
(3) The Investor is aware of its limited ability to sell and/or transfer its
Shares in the Company; and
(4) The Investor can bear the economic risk (including loss of the entire
Investment) without impairing its ability to provide for its financial needs
and contingencies in the same manner as it was prior to making such
investment.
THE COMPANY RESERVES THE RIGHT IN ITS ABSOLUTE DISCRETION TO DETERMINE IF A
POTENTIAL INVESTOR MEETS OR FAILS TO MEET THE SUITABILITY STANDARDS SET FORTH
IN THIS SECTION.
Additional Suitability Requirements for Benefit Plan Investors
In addition to the foregoing suitability standards generally applicable to all
Investors, the ("ERISA") Retirement income Security act of 1934, as amended
("ERISA"), and the regulations promulgated thereunder by the Department of
Labor impose certain additional suitability standards for investors that are
qualified pension, profit sharing or stock bonus plans ("Benefit Plan
Investor"). In considering the purchase of Shares, the fiduciary with respect
to a prospective Benefit Plan investor must consider whether an investment in
the Shares will satiety the prurience requirement of Section 404(a)(i)(B) of
ERISA. Since there is not expected to be any market created in which to sell
or otherwise dispose of the Shares. In addition, the fiduciary, must consider
whether the investment in Shares will satisfy the diversification requirements
of Section 404(a)(1)c of ERISA.
Restrictions on Transfer or Resale of Shares
The Availability of Federal and state exemptions and the liability of the
offers and sales of the Shares are conditioned upon among other things, the
fact that the purchase of Shares by all investors are for investment purposes
only and not with a view to resale or distribution. Accordingly each potential
investor will he required to represent in the Subscription Agreement that it
is purchasing the Shares for its own account and for the purpose of investment
only, not with a view to resale or in
accordance with the distribution of sale of the Shares and that it will not
offer to sell, pledge, assign or transfer any of its shares without an
effective registration statement under the Securities Act, or an exemption
there from and an opinion of counsel acceptable to the Company that
registration under the Securities Act is not required an that the transaction
complies with all other applicable federal and state securities or Blue Sky
Laws
ALBERTA CANADA OFFERING MEMORANDUM
CONFIDENTIAL
PRIVATE PLACEMENT OFFERING MEMORANDUM
NO SECURITIES COMMISSION OR SIMILAR REGULATORY AUTHORITY HAS PASSED ON THE
MERITS OF THE SECURITIES OFFERED NOR HAS IT REVIEWED THIS OFFERING MEMORANDUM
AND ANY REPRESENTATION TO THE CONTRARY IS AN OFFENCE.
THE OFFERING CONTEMPLATED IN THIS OFFERING MEMORANDUM IS NOT AND
UNDER NO CIRCUMSTANCES IS TO BE, CONSTRUED AS A PUBLIC OFFERING OF THE
SECURITIES DESCRIBED HEREIN
ACE LEGAL COURIER SERVICES INC.
(hereinafter called the "Issuer")
42-700 Bob Hope Drive, Suite 304
Rancho Mirage, CA 92270
(760) 773-0278
PRIVATE PLACEMENT
500,000 Common Shares
This OFFERING IS MADE TO THOSE PERSONS RESIDENT IN THE PROVINCE OF
ALBERTA AND TO OTHER NON-UNITED STATES RESIDENTS/CITIZENS. SUBSCRIPTIONS WILL
NOT BE ACCEPTED FROM ANY PERSON WHO APPEARS TO BE, OR THE ISSUER HAS REASON TO
BELIEVE, IS A RESIDENT OF THE UNITED STATES OF AMERICA OR ANY OF ITS
TERRITORIES OR POSSESSIONS OR OF ANY CANADIAN JURISDICTION OTHER THAN ALBERTA.
No of Shares Price Per $hare Proceeds (1)
500,000 US$0.10 US$50,000
(1) Before deducting expenses of the offering estimated at $1500.
RESTRICTIONS ON RESALE OF SHARES
The Shares offered hereunder will be issued under an exemption(s) from the
registration and prospectus requirements of the Securities Act ("Alberta") and
will be subject to certain resale restrictions thereunder. These resale
restrictions include a restriction which requires the purchaser to hold the
shares for eighteen months from the later of the date of the trade and the
date that the Issuer becomes a reporting issuer, unless another statutory
exemption can be relied upon, a discretionary order is obtained from the
Alberta Securities Commission or if the Shares are qualified for distribution
under ~ prospectus at a later date.
The Issuer is not currently a reporting issuer in Alberta and does not
currently intend to become a reporting issuer and, as there is no market for
these Shares, it may be difficult or even impossible for the purchaser to sell
them
Prospective purchasers are advised to carefully review the entire contents of
this Offering Memorandum and should consult with their professional advisors
on matters relating to this investment.
DATED: May 10, 1998
OFFERING MEMORANDUM
Ace Legal Courier Services, Inc.
(a Delaware Corporation)
Offering Memorandum Dated May 10,1998
500,000 Shares at US$0.10 per Share
Ace Legal Courier Services, Inc. (the Company), a Delaware corporation is
offering on a "best efforts, no minimum basis" up to a maximum of 500,000
shares of common stock ("Shares"), $.0001 par value, at US$0.10 per Share.
Since there is no minimum, no proceeds be held in an escrow account and all
funds will be Immediately available to the Company.
The Company intends to apply for inclusion of the Common stock on the Over the
Counter Electronic Bulletin Board. There can be no assurance that an active
trading market will develop, even if the securities are accepted for
quotation.
Prior to this offering, there has been no public market for the common stock
of the Company. The price of the Shares offered hereby was arbitrarily
determined by the Company and does not bear any relationship to the Company's
assets, book value, net worth results of operations or any other recognized
criteria of value. For additional information regarding the factors considered
in determining the offering price of the Shares, see "Risk Factors" -
Arbitrary Offering Price, Description of Securities.
The Company does not presently file reports or other information with the
Securities and Exchange Commission ("Commission"). However, following
completion of this offering the Company intends to furnish security holders
with annual reports containing audited financial statements and such interim
reports, in each case as it may determine to furnish or as may be required by
law.
THESE SECURITIES ARE OFFERED ONLY TO NON-UNITED STATES RESIDENTS. THESE
SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
E)(CHANGE COMMISION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SUBMISSION
OR ANY STATE SECURITIES CQMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS OFFERING MIIMORANDUM ANY REPRESENTATION TO THE CONTRARY is A CRIMINAL
OFFENSE.
THE SECURITIES ARE OFFERED BY THE COMPANY SUBJECT TO PRIOR SALE, ACCEPTANCE OR
AN OFFER TO PURCHASE, WITHDRAWAL, CANCELLATION OR MODIFICATION OF THE OFFER,
WITHOUT NOTICE. THE COMPANY RESERVES THE RIGHT TO REJECT ANY ORDER, IN WHOLE
OR IN PART, FOR THE PURCHASE OR ANY OF THE SECURITIES OFFERED HEREBY.
This Offering involves special risks concerning the Company (see "Risk
Factors"). Investors should carefully the entire Memorandum should not invest
any funds in this Offering unless they can afford to theirs entire
investments. In making an Investment decision investors must rely on their own
examination of the Issuer and the terms of the Offering, including the merit
and risks Involved.
OFFERING SUMMARY
The following summary information is qualified in its entirety in its entirety
by the detailed information and financial statements and notes thereto
appearing elsewhere in this Memorandum.
The Company is in the business of providing corporate services on the Internet
to public and private corporations in the area of preparing corporate
resolutions and minutes of directors and shareholder meetings. The Company is
incorporated in the Stale of Delaware and its principle executive office is
located at 42-700 Bob Hope Drive, Suite 304, Rancho Mirage CA 92270.
RISK FACTORS
THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF
RISK. ONLY THOSE PERSONS ABLE TO LOSE THEIR ENTIRE INVESTMENTS SHOULD PURCHASE
THESE SECURITIES. PROSPECTIVE INVESTORS, PRIOR TO MAKING AN INVESTMENT
DECISION, SHOULD CAREFULLY READ THIS PROSPECTUS AND CONSIDER ALONG WITH OTHER
MATTERS REFERRED TO HEREIN, THE FOLLOWING RISK
FACTORS.
Risk Factors Relating to the Business of the Company
Start-Up or Development Stage Company: The Company has had limited operations
since its organization and is a startup or development stage company No
assurance can be given that the Company will be able to compete with other
companies in its industry. The purchase of the securities offered hereby must
be regarded as the placing of funds at a high risk In a new or start-up
venture with all the unforeseen costs, expenses, problems, and difficulties to
which such ventures are subject See "Use of Proceeds to Issuer and Description
on of Business".
No Assurance of Profitability: To date, the Company has not generated any
revenue from operations. The Company does not anticipate any significant
revenues in the near future. The Company's ability to successfully implement
its business plan is depended on the completion of this Offering.
No Assurance of Payment of Dividends. No assurance can be made that the future
operations of the Company will result in additional revenues or will be
profitable. Should the operations of the Company become profitable it is
likely that the Company would retain much or all of its earnings in order to
finance future growth and expansion therefore the Company does not presently
intend to pay dividends, and it is not likely that any dividends will be paid
in the foreseeable future. See Dividend Policy.
Possible Need for Additional Financing. The Company intends to fund its
operations and other capital needs for the next 12 months substantially from
the proceeds of this Offering, but there can be no assurance that such funds
will be sufficient for these purposes. The Company may require additional
Offering amounts of capital for its future expansion, operations and working
capital. The Company has made no commitments to obtain future additional
financing and if required, there can be no assurance that such financing will
be available, or that such financing will be available on acceptable terms.
See "Use of Proceeds".
Dependence of Management: The Company's success is principally dependent on
its current management personnel for the operations of its business.
Broad Discretion in Application of Proceeds: The Management of the Company has
broad discretion to adjust the application and allocation of the met proceeds
of this offering, In order to address changed circumstances and opportunity.
As a result of the foregoing the Company will be substantially dependent upon
the discretion and judgment of the management of the Company with respect to
the application and allocation of the net proceeds hereof. Pending use of such
proceeds, the net proceeds of this offering will be invested by the Company in
temporary, short-term interest-bearing investments See "Use of Proceeds".
Arbitrary Offering Price: There has been no public market for the Company
securities. The price to the public of the Shares offered hereby has been
arbitrarily determined by the Company and hears no relationship to the
Company's earnings, book value, or any other recognized criteria of value.
Immediate and Substantial Diffusion: An investor In this offering will
experience immediate and substantial dilution.
Lack of Prior Market for Securities of the Company: No prior market has
existed for the securities being offered hereby and no assurance can be given
that a market will develop subsequent to this offering.
No Escrow of Investors' Funds: This Offering is being made on a "best efforts,
no minimum basis". As such, all the funds from this Offering will be
immediately available to the company.
USE OF PROCEEDS
After deducting expenses of the offering estimated at $1,500 the net proceeds
will be used by the company for general working capital.
DIVIDEND POLICY
Holders of the Company's Common Stock are entitled to dividends when, ac and
if declared by the Board of Directors out of funds legally available
therefore. The Company does not anticipate the declaration or payment of any
dividends in the fore6eeable future. The company intends to retain earnings,
if any, to finance the development and expansion of its business. Future
dividend policy will be subject to the discretion of the Board of Directors
and will be contingent upon future earnings, if any, the Company's financial
condition, capital requirements, general business conditions and other
factors. Therefore, there can he no assurance that any dividends of any kind
will ever be paid.
THE COMPANY
The Company was founded with the specific intent of conducting courier
services for lawyers within the California area. The Company's president, Dal
Grauer age 51 holds a B.A. degree from the University of British Columbia,
Vancouver. B.C Mr. Grauer serves as Director and Secretary of Classic Vision
Entertainment since June 1996. Since April 1996 Mr. Grauer also serves as
Director and Secretary of Time Line Entertainment Inc, he also serves as
Director of Xecom Corp and Maesa Corp. two publicly held corporation's which
trades on the NNOTC electronic Bulletin Board.
MANAGMENT
The following sets forth names of the Company's Officers and Directors:
Dal Grauer President, Secretary, Treasurer and
Director and, Promoter
Dal Grauer - President, Secretary, Treasurer and Director
Mr. Grauer has served as President, Secretary, Treasurer and Director of Ace
Legal Courier Services, Inc. since inception (May 5, 1998). He has served as
Classic Vision
Airstar
Maesa
Security Industries
- Director
EXECUTIVE COMPENSATION
Since the Company was recently incorporated, it has no historical information
with respect to executive compensation. However, at the conclusion of the
Offering, the Company does not intend to compensate its officer from the
proceeds of this Offering and will do so only when the Company generates
profits.
Compensation of Directors:
Directors are not paid fees for their services nor reimbursed for expenses of
attending board meetings.
PRINCIPAL SHAREHOLDERS
Prior to this Offering, the Company had 1,000,000 shares of its Common Stock
issued and outstanding. The following table sets forth, as of May 27, 1998,
the beneficial ownership of the Company's Common stock (I) by the only persons
who are known by the Company to own beneficially more than 10% of the
Company's Common Stock; (ii) by each director of the Company; and (iii) by all
directors and officers as a group.
Name Number of Shares Percentage owned Percentage Owned
Owned Prior to Offering After Offering
Dal Grauer 1,000,000 100% 66.67%
All Officer
as a Group 1,000,000 100% 66.67%
DESCRIPTION OF SECURITIES
Shares
The Company is offering hereby a best efforts, no minimum basis" up to a
maximum of 500,000 shares of Common Stock at $.0001 per Share.
Common Stock
The authorized capital stock of the Company consists of 80,000,000 Common
Stock, $.0001 par value and 20,000,000 Preferred Stock, $.0001 par value.
Holders of the Common Stock do not have preemptive rights to purchase
additional shares of Common Stock or other subscription rights. The Common
Stock carries no conversion rights and is not subject to redemption or to any
sinking fund provisions. All shares of Common Stock are entitled to share
equally in dividends and from sources available therefore when, as and if by
the Board of Directors and, upon liquidations or dissolution of the Company,
whether voluntary or involuntary, to share equally in the dividends of the
Company available for distribution to stockholders. All outstanding shares of
Common Stock are validly authorized and issued, fully paid and nonassessable
and all shares to be sold and issued as hereby will be validly authorized and
issued, fully paid and nonassessable. The Board of Director is authorized to
issue additional shares of Common stock riot to the amount authorized by the
Company's Certificate of Incorporation, on such terms and conditions and for
such consideration, as the Board may deem appropriate without further
stockholder action. The above description concerning the Common stock of the
Company does not purport to be complete. Reference is made to the Company's
Certificate of Incorporation and by which are available for inspection notice
at the Company's offices, as well as 10 the applicable statutes of the state
of Delaware for a more complete descriptions concerning the rights and
liabilities of stockholders.
Prior to this Offering, there has been no market for the Common Stock of the
Company and no predictions can be made of the effect, if any, that market
sales of shares or the availability of shares for sale will have on the market
price
prevailing from time to time. Nevertheless, sales of significant amount of the
Common Stock of the Company in the public market may adversely affect
prevailing market prices and may impair the ability to raise capital at that
time through the sale of its equity securities.
Each holder of common stock is entitled to one vote per share on all matters
on which stockholders are entitled to vote. Since the shares of the common
Stock do not have cumulative voting rights, the holders of more than 50
percent of the shares voting can elect all the directors if they choose to do
so and, in such event the holders of the remaining shares will not be able to
elect any person to the Board of Directors.
PLAN OF DISTRIBUTION
The Company has no underwriter for this Offering. The Shares will be offered
by the Company at the offering price of US$0.10 per Share on a best-efforts
basis.
Price of the Offering
There is no and never has been, a market for the shares, and there is no
guarantee that a market will ever develop for the Company's shares.
Consequently, the offering price has been determined by the Company. Among
other factors considered in such determination were estimates of business
potential for the Company, the Company's financial condition, and assessment
of the Company's management and the general condition of the securities market
at the time of this Offering. However, such price does not necessarily bear
any relationship to the assets, income or net worth of the Company.
The offering price should not be considered an indication of the actual value
of the shares. Such price is subject to change as a result of market
conditions and other factors, and no assurance can be given that the shares
can be resold at the Offering price.
There can be no assurance that an active trading market will develop upon
completion of this Offering, or if such market develops that it will continue.
Consequently, purchase of the Shares offered hereby may not find a ready
market for Shares.
ADDITIONAL INFORMATION
Each investor warrants and represents to the Company that, prior to making an
Investment in the Company that he has had the opportunity to inspect the books
and records of the Company and that he has had the opportunity to make
inquiries to the officers and directors of the Company and further that he has
been provided full access to such information.
INVESTOR SUITABLITY STANDARDS AND INVESTMENT RESTRICTIONS
Suitability
Shares will be offered and sold pursuant to an exemption under the Securities
Act, and exemptions under applicable state securities and Blue Sky Laws. There
are different standards under these federal and slate exemptions, which must
be met by potential investors in the Company.
The Company will sell shares only to those investors it reasonably believes
meet certain suitability requirements described below.
Each prospective investor must complete a Confidential Purchaser Questionnaire
and each Purchaser Represents, if any, must complete a Purchaser
Representative Questionnaire.
EACH INVESTOR MUST BE RESPONSIBLE FOR DETERMINING THAT IT IS PERMITTED TO
INVEST IN THE COMPANY, THAT ALL APPROPRIATE ACTIONS TO AUTHORIZE SUCH AN
INVESTMENT HAVE BEEN TAKEN, AND THAT ANY REQUIRMENTS THAT ITS INVESTMENTS BE
DIVERSIFIED OR SUFFICIENTLY LIQUID HAVE BEEN MET.
An investor will qualify as an accredited Investor if he/she falls within any
one or the following categories at the time of the sale of the Shares to that
investor:
(1) A bank as defined in Section 3(a)(2) of the Securities Act, or a savings
end loan association or other institution as defined in Section 3(a)(5)(A) of
the Securities Act, whether acting as in its Individual or fiduciary capacity,
a broker or dealer registered pursuant to Section is of the Securities Act of
1934. an Insurance company as defined in Section 2(13) of the Securities Act,
an investment company registered under the Investment Company Act of 1940 or a
business development company as defined in Section 2(a)(48) of that Act, a
Small Business Investment Company licensed by the United States Small Business
Administration under Section 301(c) or(d)of the Small Business Investment Act
of 1958,; a plan established and maintained by a state, its political
subdivision, or any agency or instrumentality of a state of its political
subdivisions, for the benefit of its employees, if such plan has total assets
in excess of $5,000,000; an employee benefit plan within the meaning of the
Employee Retirement Income Security Act of 1974, if the investment decision is
made by a plan's fiduciary, as defined in Section 3(21) of that Act, which is
either a bank, savings and loan association, insurance company, or
registered investment adviser or if the employee benefit plan has total assets
in excess of $5,000,000, or, if a self-directed plan with the investment
decisions made solely by persons that are accredited investors:
(2) A private business development company as defined in section 202(a)(22) of
the Investment Advisers Act of 1940:
(3) An organization described in Section 501(c)(3) of the Internal Revenue
Code with total assets in excess of $5,000,000:
(4) A director or executive of the Company:
(5) A nature person whose individual net worth, or joint net worth with that
person's spouse at the time of such persons purchase of the share exceeds
$1,000,000;
(6) A natural person who has had an Individual income in excess of $200,000 in
each of the two most recent years or joint income with the person's spouse in
excess of $200,000 in each of those years and has a reasonable expectations of
reaching the same income level in the current year;
(7) A trust with total assets in excess of $5,000,000 not formed for the
specific purpose of acquiring the securities offered, whose purchase is
directed by a sophisticated person as describe in Rule 508(b)(2)(II) of
Regulation D: and
(8) An entity in which all of the equity owners are accredited investors (as
defined above)
As used in this Memorandum, the term net worth means the total assets over
total liabilities, in computing net worth for the purpose of (5) above, the
principal residence of the Investor must be valued at cost, Including cost of
improvements or at recently appraised value by an institutional lender making
a secured loan, net of encumbrances in determining income an investor should
add to the investors adjusted gross income any amount attributable to tax
exempt income, received, losses claimed as a limited partner in any limited
partnership, deductions claimed for depletion, contributions to an IRA or
KEOGH retirement plan, alimony payments and any amount by which income form
long term capital gains has been reduced in arriving at adjusted gross income.
In order to meet the conditions for exemption from the registration
requirements under the securities laws of certain jurisdictions, investors who
are residence of such jurisdiction may be required to meet additional
suitability requirements.
An Investor that does not qualify as an accredited Investor is a non-
accredited Investor and may acquire Shares only if.
(1) The Investor's knowledgeable and experienced with respect to investments
in speculative commons stock such as is offered here: and
(2) The Investor has been provided access to all relevant documents it desires
or needs; and
(3) The Investor is aware of its limited ability to sell and/or transfer its
Shares in the Company; and
(4) The Investor can bear the economic risk (including loss of the entire
Investment) without impairing its ability to provide for its financial needs
and contingencies in the same manner as it was prior to making such
investment.
THE COMPANY RESERVES THE RIGHT IN ITS ABSOLUTE DISCRETION TO DETERMINE IF A
POTENTIAL INVESTOR MEETS OR FAILS TO MEET THE SUITABILITY STANDARDS SET FORTH
IN THIS SECTION.
Additional Suitability Requirements for Benefit Plan Investors
In addition to the foregoing suitability standards generally applicable to all
Investors, the ("ERISA") Retirement income Security act of 1934, as amended
("ERISA"), and the regulations promulgated thereunder by the Department of
Labor impose certain additional suitability standards for investors that are
qualified pension, profit sharing or stock bonus plans ("Benefit Plan
Investor"). In considering the purchase of Shares, the fiduciary with respect
to a prospective Benefit Plan investor must consider whether an investment in
the Shares will satiety the prurience requirement of Section 404(a)(i)(B) of
ERISA. Since there is not expected to be any market created in which to sell
or otherwise dispose of the Shares. In addition, the fiduciary, must consider
whether the investment in Shares will satisfy the diversification requirements
of Section 404(a)(1)c of ERISA.
Restrictions on Transfer or Resale of Shares
The Availability of Federal and state exemptions and the liability of the
offers and sales of the Shares are conditioned upon among other things, the
fact that the purchase of Shares by all investors are for investment purposes
only and not with a view to resale or distribution. Accordingly each potential
investor will he required to represent in the Subscription Agreement that it
is purchasing the Shares for its own account and for the purpose of investment
only, not with a view to resale or in
accordance with the distribution of sale of the Shares and that it will not
offer to sell, pledge, assign or transfer any of its shares without an
effective registration statement under the Securities Act, or an exemption
there from and an opinion of counsel acceptable to the Company that
registration under the Securities Act is not required an that the transaction
complies with all other applicable federal and state securities or Blue Sky
Laws.